BROOKFIELD
CANADA OFFICE PROPERTIES



ANNUAL INFORMATION FORM










March 21, 2013











ANNUAL
INFORMATION FORM
TABLE OF CONTENTS



|Notes Regarding This AIF                                                               | 1 
|-------------------------------------------------------------------------------------- | --
|Note Regarding Financial Information                                                   | 1 
|Forward-Looking Statements                                                             | 1 
|Structure                                                                              | 2 
|Name, Address and Jurisdiction of Formation                                            | 2 
|History                                                                                | 2 
|Structure of Brookfield Canada Office Properties                                       | 3 
|General Development of the Business                                                    | 5 
|Development                                                                            | 5 
|Financings and Refinancings                                                            | 5 
|Capital Markets                                                                        | 5 
|Other                                                                                  | 6 
|Business of Brookfield Canada Office Properties                                        | 6 
|Overview                                                                               | 6 
|Commercial Property Operations                                                         | 6 
|Business Strategy                                                                      | 6 
|Commercial Property and Corporate Debt Maturities                                      | 8 
|Primary Markets and Properties                                                         | 9 
|Employees                                                                              | 15
|Environmental Protection                                                               | 15
|Legal Proceedings                                                                      | 15
|Risk Factors                                                                           | 15
|Distributions and Distribution Policy                                                  | 27
|Historical Dividend Payments on BPP Common Shares and Distributions on BOX Trust Units | 27
|Description of Brookfield Canada Office Properties                                     | 28
|Authorized Capital and Outstanding Securities                                          | 28
|Trust Units                                                                            | 28
|Special Voting Units                                                                   | 28
|Issuance of Trust Units                                                                | 28
|Repurchase of Trust Units                                                              | 29
|Limitations on Non-Resident Ownership of Trust Units                                   | 29
|Investment Restrictions and Guidelines and Operating Plan                              | 29
|Trustees                                                                               | 30
|Committees                                                                             | 31
|Conflicts of Interest                                                                  | 31
|Meetings of Unitholders                                                                | 31
|Amendments to the Declaration of Trust and Other Documents                             | 31
|Take-Over Bids                                                                         | 33
|Information and Reports                                                                | 33
|Rights of Unitholders                                                                  | 33
|Description of Brookfield Office Properties Canada LP                                  | 34
|General Partner                                                                        | 34
|Authorized Capital                                                                     | 34
|Offers, Issuer Bids and Take-Over Bids                                                 | 35
|Distributions                                                                          | 35
|Investment Restrictions and Guidelines and Operating Policies                          | 35
|Allocation of Net Income and Losses                                                    | 37
|Limited Liability                                                                      | 37
|Amendments to the Limited Partnership Agreement                                        | 37
|Ratings                                                                                | 38









|Market for Securities                                      | 38
|---------------------------------------------------------- | --
|Trustees and Management                                    | 39
|Overview                                                   | 39
|Trustees of BOX                                            | 39
|Officers                                                   | 40
|Management Agreements                                      | 41
|Interest of Management and Others in Material Transactions | 44
|Material Contracts                                         | 45
|Exchange and Support Agreement                             | 45
|BPO Undertaking                                            | 46
|Auditors, Transfer Agent and Registrar                     | 46
|Audit Committee Information                                | 46
|Relevant Education and Experience                          | 46
|Pre-Approval Policies and Procedures                       | 47
|External Auditor Service Fees (By Category)                | 47
|Additional Information                                     | 47
|Appendix A – Commercial Properties by Region               | 48
|Appendix B – Audit Committee Charter                       | 49















.

Notes
Regarding this AIF



In this Annual Information Form (“AIF”),
“BOX”, “Brookfield Canada Office Properties”, the “Trust”, “we”, “us”
and “our” refers to Brookfield Canada Office Properties, Brookfield Office Properties Canada LP and their direct and
indirect subsidiaries, and includes BPO Properties Ltd. (“BPP”) prior to May 1, 2010, unless otherwise noted or
the context requires otherwise.



Note Regarding Financial Information



Financial data included in this AIF has
been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards
Board (“IFRS”). All dollar references, unless otherwise stated, are in Canadian dollars. This AIF should be read in
conjunction with our management’s discussion and analysis and audited consolidated financial statements and appended notes,
each of which appear in our annual report. Unless otherwise indicated, the statistical and financial data contained in this AIF
are presented as at December 31, 2012.



Forward-Looking
Statements



This AIF, particularly the sections entitled
“General Development of the Business” and “Business of Brookfield Canada Office Properties”, contains “forward-looking
information” within the meaning of Canadian provincial securities laws and applicable regulations and “forward-looking
statements” within the meaning of “safe harbor” provisions of the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future
events or conditions, include statements regarding our operations, business, financial condition, expected financial results, performance,
prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook, as well as the outlook for the
Canadian economy for the current fiscal year and subsequent periods, and include words such as “expects”, “anticipates”,
“plans”, “believes”, “estimates”, “seeks”, “intends”, “targets”,
“projects”, “forecasts”, “likely” or negative versions thereof and other similar expressions,
or future or conditional verbs such as “may”, “will”, “should”, “would” and “could”.



Although the Trust believes that the anticipated
future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon
reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information
because they involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Trust,
which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance
or achievement expressed or implied by such forward-looking statements and information.



Factors that could cause actual results
to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to: risks incidental
to the ownership and operation of real estate properties including local estate conditions; the impact or unanticipated impact
of general economic, political and market factors in Canada; the ability to enter into new leases or renew leases on favourable
terms; business competition; dependence on tenants’ financial condition; uncertainties of real estate development or redevelopment;
illiquidity of investments; the behavior of financial markets, including fluctuations in interest rates; equity and capital markets
and the availability of equity and debt financing and refinancing within these markets; the use of debt to finance our business;
risks relating to our insurance coverage; the possible impact of international conflicts and other developments including terrorist
acts; potential environmental liabilities; changes in tax laws and other tax-related risks; catastrophic events, such as earthquakes
and hurricanes; dependence on management personnel; the ability to complete and effectively integrate acquisitions into existing
operations and the ability to attain expected benefits therefrom; operational and reputational risks; and other risks and factors
detailed from time to time in our documents filed with the securities regulators in Canada and the United States.



Caution should be taken that the foregoing
list of important factors that may affect future results is not exhaustive. When relying on the Trust’s forward-looking statements
or information, investors and others should carefully consider the foregoing factors and other uncertainties and potential events.
Except as required by law, the Trust undertakes no obligation to publicly update or revise any forward-looking statements or information,
whether written or oral, that may be as a result of new information, future events or otherwise.



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STRUCTURE



Name, Address and Jurisdiction of Formation



Brookfield Canada Office Properties is
a limited purpose unincorporated, closed ended, real estate investment trust established under and governed by the laws of the
Province of Ontario and created pursuant to a declaration of trust dated as of March 19, 2010 as “Brookfield Office
Properties Canada”. BOX amended and restated its declaration of trust (the “Declaration of Trust”) to change
its name to “Brookfield Canada Office Properties” effective February 24, 2012. Although it is intended that BOX qualify
as a “mutual fund trust” pursuant to the Income Tax Act (Canada) (the “Tax Act”), BOX is not a mutual
fund under applicable securities laws. Our head and registered office is located at Brookfield Place, 181 Bay Street, Suite 330,
Toronto, Ontario, M5J 2T3.



History



We were formed in connection with the reorganization
of the business of BPP on May 1, 2010 (the “Transaction”) pursuant to which BPP transferred its directly owned
office assets to us. We also acquired the interest of Brookfield Office Properties Inc. (“BPO”) in Brookfield Place
(the “Brookfield Place Interest”), widely regarded as the top commercial complex in Canada. Pursuant to the Transaction,
BPO acquired all of the common equity of BPP that it did not already own and the public common shareholders of BPP received one
trust unit for each BPP common share held. Select assets of BPP, including a portfolio of properties held through property-level
joint-ventures (collectively, the “Canadian Office Fund”) and certain development properties, as well as certain other
assets that we are not permitted to own under rules governing real estate investment trusts (REITs”), were retained by BPP.
Certain of the retained assets were transferred to BOX on December 1, 2011 (see “Canadian Office Fund Acquisition”).
Following closing of the Transaction and a subsequent sale by BPO of BOX trust units in November 2010, BPO and its affiliates own
an aggregate equity interest in BOX of approximately 83.3%.



Our major milestones are summarized below.



Gentra Acquisition



Starting in 1997, BPO purchased shares
of BPP (formerly Gentra Inc. and Royal Trustco Limited), a Canadian corporation and an owner of commercial properties primarily
in the Toronto area, until April 2003, when its equity interest in BPP reached 89%.



Trizec Western Canada Acquisition



In June 2000, we acquired a Western Canadian
office portfolio, consisting of four office towers in Calgary and Vancouver. These properties, formerly part of the TrizecHahn
portfolio, comprised a total of 3.5 million square feet of prime office, retail and parking space. The portfolio included the flagship
Bankers Hall East and West Towers and the Royal Bank Building in downtown Calgary, as well as the Royal Centre in downtown Vancouver.



Acquisition of the Brookfield Place
Interest



On May 1, 2010, as part of the Transaction,
we acquired from BPO the Brookfield Place Interest for a purchase price equal to approximately $866 million. The purchase
price was satisfied by the payment of approximately $100 million in cash, the assumption of debt valued at approximately $342 million
and the issuance of approximately 20.3 million Class B limited partnership units of Brookfield Office Properties Canada
LP (“Class B LP Units”) valued at approximately $20.88 per unit.







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Canadian Office Fund Acquisition



On December 1, 2011, we completed
the acquisition from BPO of a 25% interest in nine office assets totaling approximately 6.5 million square feet in Toronto and
Ottawa for $362 million. We funded the acquisition through cash of $222 million from existing liquidity and the remainder through
the assumption of debt. The acquisition consolidated all but one of BPO’s Canadian operating properties in BOX and added
the following nine office buildings to our portfolio:



| | • | First Canadian Place, Toronto;
| | - | ------------------------------



| | • | 2 Queen Street East, Toronto;
| | - | -----------------------------



| | • | 151 Yonge Street, Toronto;
| | - | --------------------------



| | • | Place de Ville I, Ottawa (two buildings);
| | - | -----------------------------------------



| | • | Place de Ville II, Ottawa (two buildings); and
| | - | ----------------------------------------------



| | • | Jean Edmonds Towers, Ottawa (two buildings).
| | - | --------------------------------------------





Structure of Brookfield Canada Office
Properties



The following chart sets forth our current
principal operating structure:






















Notes:

| | (1) | As of March 12, 2013, BPO held units representing an aggregate equity interest in BOX of approximately
83.3%.
| | --- | -------------------------------------------------------------------------------------------------------------

| | (2) | Holders of Class B LP Units hold one special voting unit for each Class B LP Unit
held. The special voting units provide voting rights with respect to BOX to holders of Class B LP Units.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Interests in the properties in our portfolio are held by Brookfield Office Properties Canada LP
as well as various entities directly or indirectly owned by Brookfield Office Properties Canada LP.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







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Our operating business is carried out by
the following principal entities set out below:



Brookfield Office Properties Canada LP
holds direct and indirect interests in the properties in our portfolio and carries out all of our property investment and operating
activities. Brookfield Office Properties Canada LP is a limited partnership formed under the laws of the Province of Ontario pursuant
to a limited partnership agreement that was amended and restated on May 1, 2010 (the “Limited Partnership Agreement”).
The head and registered office of Brookfield Office Properties Canada LP is located at Brookfield Place, 181 Bay Street, Suite 330,
Toronto, Ontario, M5J 2T3. The general partner of Brookfield Office Properties Canada LP is BOPC GP Inc., a wholly-owned
subsidiary of BOX formed under the laws of Canada.



The following table sets forth the name,
percentage interest held directly or indirectly and jurisdiction of incorporation of each of the other principal subsidiary entities:





|Subsidiary                             | Jurisdiction of Formation | Percentage Interest |  | Property (including Percentage Interest if less than 100.0%) /Line of Business                                                                                                                                                                                                                                                                                                                                                                           
|-------------------------------------- | ------------------------- | ------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Brookfield Office Properties Canada LP | Ontario                   | 100%                |  | 105 Adelaide Street West, Toronto
        20-22 Front Street W., Toronto
        HSBC Building, 70York
        Street, Toronto
        Bay-Adelaide Centre (except
        North and East above ground parcels and Yonge Adelaide parcel), Toronto
        Exchange Tower & Lands, Toronto (50%)
        Queen’s Quay Terminal & Lands, Toronto
        Merivale Pad, Nepean
        Bankers Court, Calgary (50%)
        Royal Centre & Lands, Vancouver
|BOPC COF LP                            | Ontario                   | 100%                |  | Jean Edmonds Tower, Ottawa
        (25%)
        Place de Ville I, Ottawa (25%)
        Place de Ville II, Ottawa (25%)
        2 Queen Street East, Toronto
        (25%)
        Yonge/Richmond Centre, 151
        Yonge Street, Toronto (25%)                                                                                                                                                                                                        
|BOPC FCP LP                            | Ontario                   | 100%                |  | First Canadian Place, Toronto (25%)
        Leasehold (100%) and Freehold (50%)                                                                                                                                                                                                                                                                                                                                                                          
|BAC East Below Grade Sub LP            | Ontario                   | 100%                |  | Bay Adelaide Centre East below grade parcel, Toronto                                                                                                                                                                                                                                                                                                                                                                                                     
|BAC North Below Grade Sub LP           | Ontario                   | 100%                |  | Bay Adelaide Centre North below grade parcel, Toronto                                                                                                                                                                                                                                                                                                                                                                                                    
|BAC West Below Grade Sub LP            | Ontario                   | 100%                |  | Bay Adelaide Centre West below grade parcel, Toronto                                                                                                                                                                                                                                                                                                                                                                                                     
|BAC
Retail Concourse GP                | Ontario                   | 100%                |  | Bay Adelaide Centre Retail, Toronto                                                                                                                                                                                                                                                                                                                                                                                                                      
|BPO Properties Bloor Yonge LP          | Ontario                   | 100%                |  | Hudson’s Bay Centre, Toronto                                                                                                                                                                                                                                                                                                                                                                                                                             
|BP LP                                  | Ontario                   | 100%                |  | Bay-Wellington Tower Lands and Ground Lease & Buffer Lands, Toronto                                                                                                                                                                                                                                                                                                                                                                                      
|Brookfield Place (Wellington) Limited  | Canada                    | 100%                |  | Bay-Wellington Tower Operating Lease, Toronto                                                                                                                                                                                                                                                                                                                                                                                                            
|Galleria Concourse Operations Inc.     | Ontario                   | 50%                 |  | Brookfield Place, Retail and Parking, Head Lease, Toronto                                                                                                                                                                                                                                                                                                                                                                                                
|Bankers Hall LP                        | Alberta                   | 100%                |  | Bankers Hall, Calgary (50%)                                                                                                                                                                                                                                                                                                                                                                                                                              
|4087844 Canada Inc.                    | Canada                    | 50%                 |  | Bankers Hall Leasehold, Calgary                                                                                                                                                                                                                                                                                                                                                                                                                          
|Fifth Avenue LP                        | Alberta                   | 100%                |  | Fifth Avenue Place, Calgary (50%)                                                                                                                                                                                                                                                                                                                                                                                                                        
|RBB LP                                 | Alberta                   | 100%                |  | Royal Bank Building, Calgary (50%)                                                                                                                                                                                                                                                                                                                                                                                                                       
|4087861 Canada Inc.                    | Canada                    | 50%                 |  | Royal Bank Building Leasehold, Calgary                                                                                                                                                                                                                                                                                                                                                                                                                   
|SEC LP                                 | Alberta                   | 100%                |  | Suncor Energy Centre, Calgary (50%)                                                                                                                                                                                                                                                                                                                                                                                                                      





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GENERAL
DEVELOPMENT OF THE BUSINESS



The significant events affecting our business
during the last three financial years and to the date of this AIF are summarized below. We have not repeated the major events referred
to above under “Structure – History”.



Development



In October, 2012, we completed the large-scale
renovation of First Canadian Place in Toronto. We embarked on the refurbishment program in 2009 and have completely reclad the
exterior of the 72-story tower, upgraded the lobby and retail areas, and integrated energy-efficient systems that enabled the property
to achieve LEED EB: O&M Gold certification.



Financings and Refinancings



On October 14, 2010, we refinanced
the debt at Bankers Court, Calgary with a $48.0 million loan. The new loan has a 10-year term and bears interest at 4.962% per
annum.



On March 15, 2011, we refinanced the
debt at Queen’s Quay Terminal, Toronto for $90.0 million. The new loan has a 10-year term and bears interest at 5.40% per
annum.



In July 2011, we established bilateral
agreements with five Canadian chartered banks for an aggregate revolving unsecured credit facility of $125.0 million with a three-year
term and one one-year extension option, provided that no material defaults have occurred, and that bears interest at bankers’
acceptance plus 2%. In 2012, this credit facility was upsized to $200.0 million.



During the third quarter of 2011, we refinanced
the debt at Fifth Avenue Place, Calgary for $175.0 million. The new debt has a 10-year term and bears interest at 4.71% per annum.



During the fourth quarter of 2011, we repaid
the construction financing on Bay Adelaide Centre West Tower in Toronto and obtained permanent financing totaling $405.0 million.
The new loan has a 10-year term and bears interest at 4.426% per annum.



On April 27, 2012, we refinanced our ownership interest in Exchange
Tower, Toronto for $120 million. The new financing has a 10-year term with a fixed interest rate of 4.031%.



On June 1, 2012, we refinanced the debt
at Royal Centre, Vancouver for $150 million. The new financing has a three-year term with a fixed interest rate of 3.325% per annum.



During the third quarter of 2012, we extended
the $10 million debt at 151 Yonge St., Toronto for a two-year period to July 2014 at a rate of bankers’ acceptance plus 170
basis points.



On December 20, 2012, we refinanced the
debt at HSBC Building, Toronto for $45 million. The new financing has a ten-year term with a fixed interest rate of 4.056% per
annum.



On January 9, 2013, we refinanced the debt
on Bay Wellington Tower, Toronto for $525 million. The new financing has a seven-year term with a fixed interest rate of 3.244%
per annum.



On February 1, 2013, we repaid the debt
at 105 Adelaide Street West, Toronto for $20.7 million.



Capital Markets



In May 2010, we launched a distribution
reinvestment plan, which allows Canadian resident unitholders the opportunity to acquire additional trust units by reinvesting
their distributions in lieu of a cash payment.



In January 2012, we filed a short form
base shelf prospectus with the securities regulatory authorities in all of the provinces and territories of Canada and a registration
statement on Form F-10 with the United States Securities and Exchange Commission. This shelf prospectus allows us to issue
trust units and debt securities and BPO to sell trust units, in an aggregate amount of up to $750 million.







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On January 9, 2012, our trust units began trading on the
New York Stock Exchange (“NYSE”) under the symbol “BOXC”.





On November 5, 2012, we announced
that the Toronto Stock Exchange (“TSX”) approved our notice of intention to renew our normal course issuer bid. During
the twelve month period commencing November 7, 2012 and ending November 6, 2013, we may purchase on the TSX and/or the NYSE up
to 1,306,448 trust units, representing approximately 5% of our issued and outstanding trust units.



Other



On November 2, 2010, we declared a 12.5% increase to the
yearly distribution per trust unit from $0.96 to $1.08, effective with the distribution payable on February 15, 2011.



On July 23, 2012, we declared an 8% increase to the yearly distribution
per trust unit from $1.08 to $1.17, effective with the distribution payable on October 15, 2012.





BUSINESS
OF BROOKFIELD CANADA OFFICE Properties



Overview



BOX’s portfolio is comprised of interests
in 28 premier office properties totaling 20.7 million square feet in the downtown cores of Toronto, Calgary, Ottawa and Vancouver.
Landmark assets include Brookfield Place in Toronto and Bankers Hall in Calgary. Our trust units trade on the TSX under the symbol
“BOX.UN” and on the NYSE under the symbol “BOXC”. A schedule of our commercial properties by region is
set out in Appendix A.



Commercial Property Operations



We own and proactively manage premier properties
in dynamic and, in many instances, supply-constrained markets with high barriers to entry, and maintain one of Canada’s most
distinguished portfolios of office properties. Our primary markets are the financial, energy and government sectors in the cities
of Toronto, Calgary, Ottawa and Vancouver. Our strategy is to concentrate operations within a select number of Canadian gateway
cities with attractive tenant bases in order to maintain a meaningful presence and build on the strength of our tenant relationships
within these markets.



We focus on the following strategic priorities:



| | · | realizing value from our properties through proactive leasing initiatives;
| | - | --------------------------------------------------------------------------



| | · | prudent capital management including the refinancing of mature properties; and
| | - | ------------------------------------------------------------------------------



| | · | acquiring high quality commercial properties in our primary markets for value when opportunities
arise.
| | - | -------------------------------------------------------------------------------------------------------



Business Strategy



Long-Term Lease
Profile Limits Market Risk. Our strategy is to sign long-term leases in order to mitigate risk and reduce our overall re-tenanting
costs. We typically commence discussions with tenants regarding their space requirements well in advance of the contractual expiration,
and although each market is different, the majority of our leases, when signed, extend between 5 and 10-year terms. We attempt
to stagger our lease expiry profile so that we are not faced with disproportionate amounts of space expiring in any one year. As
a result of this strategy, approximately 6.9% of our leases, on average, mature annually up to 2017.



Diversified, High
Credit Quality Tenants. An important characteristic of our portfolio is the strong credit quality of our tenants. We direct
special attention to credit quality, in order to ensure the long-term sustainability of rental revenues through economic cycles.







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The following list shows
the largest tenants in our portfolio by leased area and their respective credit ratings and lease commitments as at December 31,
2012:



|Tenant                                     | Primary Location            | Credit Rating(1) | Year of Expiry | Total | % of Sq. Ft.(2)
|------------------------------------------ | --------------------------- | ---------------- | -------------- | ----- | ---------------
|Government and related agencies            | Toronto, Ottawa, Calgary    | AAA              | Various        | 2,303 | 13.8%          
|Suncor Energy Inc.                         | Calgary                     | BBB+             | 2028           | 1,356 | 8.1%           
|Bank of Montreal                           | Toronto, Calgary            | A+               | Various        | 1,169 | 7.0%           
|Imperial Oil                               | Calgary                     | AAA              | 2016           | 717   | 4.3%           
|Talisman Energy                            | Calgary                     | BBB              | 2025           | 527   | 3.1%           
|Royal Bank                                 | Toronto, Calgary, Vancouver | AA-              | Various        | 490   | 2.9%           
|Enbridge Inc.                              | Calgary                     | A-               | 2028           | 333   | 2.0%           
|Deloitte LLP                               | Toronto, Calgary            | Not Rated        | Various        | 324   | 1.9%           
|Bennett Jones                              | Toronto, Calgary            | Not Rated        | 2021/2027      | 318   | 1.9%           
|KPMG Management Services LP                | Toronto                     | Not Rated        | 2025           | 297   | 1.8%           
|Canadian Natural Resources                 | Calgary                     | BBB+             | 2026           | 290   | 1.7%           
|CIBC                                       | Toronto, Calgary            | A+               | 2020/2053      | 288   | 1.7%           
|EnCana Corporation                         | Calgary                     | BBB              | 2015           | 241   | 1.4%           
|Osler, Hoskin & Harcourt                   | Toronto                     | Not Rated        | 2015/2030      | 227   | 1.4%           
|McMillan LLP                               | Toronto, Vancouver          | Not Rated        | Various        | 216   | 1.3%           
|Goodmans LLP                               | Toronto                     | Not Rated        | 2026           | 182   | 1.1%           
|The Bay                                    | Toronto                     | Not Rated        | 2019/2020      | 179   | 1.1%           
|Gowlings Canada Inc.                       | Toronto                     | Not Rated        | 2020           | 170   | 1.0%           
|The Manufacturers Life Insurance           | Toronto                     | AA-              | 2022           | 169   | 1.0%           
|Spectra Energy (formerly Westcoast Energy) | Calgary, Vancouver          | BBB+             | 2020/2022      | 165   | 1.0%           

Notes:

(1)	From Standard & Poor’s

(2)	Percentage of total leasable area, prior to considering
partnership interests in partially owned properties; excludes parking



Proactive Leasing Strategy.Our
proactive leasing strategy produced total 2012 leasing of approximately 1.3 million square feet for our portfolio. Our vacancy
rates are significantly below the market average in almost all of our primary markets. Our total portfolio occupancy rate was 96.9%
at December 31, 2012. Increasing occupancy and reducing rollover exposure allows for continued stable cashflow and low levels
of capital expenditures and leasing costs.



Acquire high quality properties in
our target markets. Our strategy is to opportunistically acquire assets in high growth markets, namely markets where financial
services, government and energy sectors drive the market, and assets which exhibit an opportunity to improve or preserve returns
through repositioning (through a combination of capital improvements and for shifts in marketing strategy), changes in management
focus and re-leasing as existing leases terminate.







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Commercial Property and Corporate Debt
Maturities



Our secured commercial property and corporate
debt is non-recourse to us, except for the loans at Suncor Energy Centre and Hudson’s Bay Centre of $32.7 million and $15.0
million, respectively, which have limited recourse to our parent, BPP, and our corporate level debt, which is recourse to us of
$67.7 million.



The details of our commercial property
and corporate debt as at December 31, 2012 are as follows:



|                               |           | Interest | Maturity      | BOX’s Share |           
|------------------------------ | --------- | -------- | ------------- | ----------- | ----------
|                               | Location  | Rate %   | Date          |             | (Millions)
|Commercial property            |           |          |               |             |           
|105 Adelaide St. West          | Toronto   | 5.3      | February 2013 | $           | 20.7      
|Bay Wellington Tower           | Toronto   | 6.4      | April 2013    |             | 247.7     
|Bay Wellington Tower           | Toronto   | 6.8      | April 2013    |             | 59.6      
|Hudson's Bay Centre(1)         | Toronto   | 5.2      | May 2013      |             | 104.1     
|Bankers Hall                   | Calgary   | 6.7      | November 2013 |             | 9.8       
|Bankers Hall                   | Calgary   | 7.2      | November 2013 |             | 147.5     
|Jean Edmonds Towers            | Ottawa    | 5.6      | January 2014  |             | 0.3       
|Suncor Energy Centre(2)        | Calgary   | 6.4      | June 2014     |             | 205.8     
|151 Yonge St.                  | Toronto   | 2.9      | July 2014     |             | 9.7       
|First Canadian Place           | Toronto   | 5.4      | December 2014 |             | 72.9      
|Royal Centre                   | Vancouver | 3.3      | June 2015     |             | 148.0     
|2 Queen St. E.                 | Toronto   | 5.6      | December 2017 |             | 28.6      
|22 Front St. West              | Toronto   | 6.2      | October 2020  |             | 18.4      
|Bankers Court                  | Calgary   | 5.0      | November 2020 |             | 45.9      
|Queen's Quay Terminal          | Toronto   | 5.4      | April 2021    |             | 87.0      
|Fifth Avenue Place             | Calgary   | 4.7      | August 2021   |             | 171.2     
|Bay Adelaide Centre West Tower | Toronto   | 4.4      | December 2021 |             | 398.3     
|Exchange Tower                 | Toronto   | 4.0      | April 2022    |             | 118.1     
|HSBC Building                  | Toronto   | 4.1      | January 2023  |             | 44.5      
|Jean Edmonds Towers            | Ottawa    | 6.8      | January 2024  |             | 15.6      
|                               |           |          |               |             |           
|Corporate                      |           |          |               |             |           
|$200M Corporate Revolver(3)    | 3⁄4         | 3.2      | June 2014     |             | 68.0      
|                               |           | 5.2      |               |             | 2,021.7   
|Premium on assumed mortgages   |           |          |               |             | 1.3       
|Deferred financing costs       |           |          |               |             | (10.0)    
|Total                          |           | 5.2      |               | $           | 2,013.0   

Notes:

| | (1) | This loan has limited recourse to BPP for up to $15.0 million. A two-year extension option that extends the maturity to May
2015 is available to us provided that certain debt service and loan-to-value thresholds are met.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | This loan includes a $32.7 million unsecured loan payable
to the property’s joint venture partner.
| | --- | --------------------------------------------------------------------------------------------------

| | (3) | A one-year extension option that extends the maturity
to June 2015 is available to us provided that no material defaults have occurred.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------





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Primary Markets and Properties



The following is a brief overview of the
commercial property markets in which we operate as of the date of this AIF and includes discussion of management’s expectations
with respect to certain markets which, by its nature, contains certain forward-looking statements. Forward-looking statements require
us to make certain assumptions and are subject to inherent risks and uncertainties that could cause actual results or events to
differ materially from current expectations. Please refer to the sections “Forward-looking Statements” and “Risk
Factors” for a discussion of certain of these risks and uncertainties and material facts and assumptions related to the statements
set forth in this section. In this section, total area includes commercial office, retail, storage and parking. The “Form
and Percentage of Ownership” column in the tables below refers to the proportionate percentage ownership of BOX.



The following overview includes references
to various classes of properties in some of our markets. These classes represent a subjective quality rating of buildings which
indicates the competitive ability of each building to attract similar types of tenants. A combination of factors, including rent,
building finishes, system standards and efficiency, building amenities, location/accessibility and market perception, are used
as relative measures. The difference between each of these classifications varies by market and Class B and C buildings are generally
classified relative to Class A buildings. There is no definitive formula for classifying a building, but the general characteristics
of each are as follows:



| | • | Class A: Most prestigious buildings competing for premier office tenants with rents above average
for the area. Buildings have high quality standard finishes, state of the art systems, very strong accessibility and a clear market
presence. “Class AA” is also used in certain markets to refer to premium buildings at the top end of the Class A category.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Class B: Buildings competing for a wide range of tenants with rents in the average range for the
area. Building finishes are fair to good for the area and systems are adequate, but the buildings rent for less than Class A buildings.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Class C: Buildings competing for tenants requiring functional space at rents below the average
for the area and the buildings rent for less than both Class A and Class B buildings.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



This rating system is broadly used in the
commercial real estate industry.





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Toronto, Ontario



The Downtown Toronto office market consists
of approximately 68.0 million square feet of space. The Downtown Toronto overall vacancy rate at December 31, 2012 was 4.4%, a
6.4% decrease from 4.7% at year end 2011 and vacancy in Class AA and A markets in the Downtown Toronto financial core was
4.6% at year end 2012, an 8.0% decrease from 5.0% at year end 2011. Our vacancy rate in this market is approximately 5.5%. Absorption
in Class AA and A markets in the Downtown Toronto financial core was 209,755 square feet during 2012 compared to 426,616 square
feet in 2011. Our average in-place net rent per square foot in this market was $27.54 per square foot as at December 31, 2012,
as compared to the average market net rent of $31.00 per square foot at that time.



|Property                              | Total Area
        (000’s Sq.Ft.) | Form and Percentage
        of Ownership                                                                                                                                                                                                                                                                          | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------------------------- | --------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Brookfield Place                      |                                   |                                                                                                                                                                                                                                                                                                                   | Brookfield Place consists of almost 3.2 million square feet of rentable commercial and parking space comprising two high-rise office towers located in Toronto’s financial core in the block bounded by Bay, Wellington, Yonge and Front Streets.  A 90-foot high glass enclosed galleria integrates the two office towers, the related retail space, the Hockey Hall of Fame and 13 other historical buildings.  With direct access to Union Station, the Metro Toronto subway system and Commerce Court, Brookfield Place is a key point of entry in the underground pedestrian walkway system in Toronto.
|                                      |                                   |                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-    Bay Wellington Tower             | 1,339                             | 100% fee interest.                                                                                                                                                                                                                                                                                                | Built in 1992, the Bay Wellington Tower is a 47-story tower located on the northern portion of Brookfield Place.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                      |                                   |                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|- 22 Front Street                     | 144                               | 100% fee interest in 22 Front Street.                                                                                                                                                                                                                                                                             | 22 Front Street is one of the
12 surviving historic buildings at the Brookfield Place site that were incorporated as an integral component of the complex’s
design and preserved as part of Toronto’s living heritage.                                                                                                                                                                                                                                                                                                                                                                                      
|                                      |                                   |                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|- Retail and Parking                  | 742                               | 50% interest (on a psf basis) in Retail and a 56% interest
in Parking. The remaining 50% interest in Retail and 44% interest in Parking is owned by OMERS Realty Corporation.                                                                                                                                     | This retail, heritage, office and parking
        complex is located between TD Canada Trust and Bay Wellington Towers and encompasses the office space in the historic and entertainment
        portions of Brookfield Place. Brookfield Place includes retail on the concourse and main street levels, as well as below-grade
        parking stalls serving the Brookfield Place complex and the Downtown district.                                                                                                                                                                                     
|                                      |                                   |                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|The Exchange Tower Block              |                                   |                                                                                                                                                                                                                                                                                                                   | The Exchange Tower Block consists of two office towers including the Exchange Tower and 105 Adelaide, and the retail and parking components of the complex.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                      |                                   |                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-     Exchange Tower                  | 1,160                             | 50% leasehold interest in the north parcel (containing a 3-story building) and a 50% freehold and leasehold interest in the south parcel (which includes the Exchange Tower).  The remaining 50% leasehold and freehold interests are held by TTC Pension Fund (25%) and Hospitals of Ontario Pension Fund (25%). | Exchange Tower is located in Toronto’s financial core at the corner of York and King Streets.  The office property is integrated with the Toronto financial core and the underground pedestrian network as a component of the Exchange Tower Block.  The building was built 1981 and renovated in 1999.                                                                                                                                                                                                                                                                                                     
|                                      |                                   |                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-     105 Adelaide Street        West | 232                               | 100% leasehold interest and a 25% fee interest in the Canadian Office Fund’s 50% interest.  The other 50% freehold interest is owned by a Canadian life insurance company.                                                                                                                                        | 105 Adelaide Street West, also known as Lombard Place, is a 12-story office property located in the financial core between the Exchange Tower and First Canadian Place. This Class A building was built in 1962 and completely renovated in 1990.                                                                                                                                                                                                                                                                                                                                                           
|                                      |                                   |                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Hudson’s Bay Centre                   | 931                               | 100% leasehold interest and 100% fee interest in certain components.                                                                                                                                                                                                                                              | The Hudson’s Bay Centre comprises an office tower at 2 Bloor Street East, the Bay department store and an extensive retail concourse with a variety of shops and services.  Built in 1973 and renovated in 2001, the building is directly above the intersection of two subway lines at the corner of Yonge and Bloor Streets and in close proximity to the Don Valley Expressway.                                                                                                                                                                                                                          
|                                      |                                   |                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                      |                                   |                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                      |                                   |                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             





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|Property                       | Total Area
        (000’s Sq.Ft.) | Form and Percentage
        of Ownership                                                                                                        | Description                                                                                                                                                                                                                                                                                                             
|------------------------------ | --------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Queen’s Quay Terminal          | 505                               | 100% fee interest.                                                                                                                              | Built in 1926 and renovated in 1983, Queen’s Quay Terminal is located on the waterfront in Downtown Toronto’s financial district.  The property also contains condominium units which are owned freehold by other parties.                                                                                              
|                               |                                   |                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                         
|HSBC Building                  | 225                               | 100% fee interest in 1/3 of the property and a 100% leasehold interest in 2/3 of the property.  The other freehold owner is a private investor. | The HSBC Building is located in Toronto’s financial core at the corner of Wellington and York Streets. The project is a 17-story office tower completed in 1990 and is integrated with the Toronto financial core and underground pedestrian network.                                                                   
|                               |                                   |                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                         
|Bay Adelaide Center West Tower | 1,574                             | 100% fee interest.                                                                                                                              | Bay Adelaide West is located in Toronto’s financial core at the corner of Bay and Adelaide Streets. It is a 51-story office tower and is integrated with the underground pedestrian network.  Completed in 2009, Bay Adelaide Centre was the first major development in the Toronto financial district in over 17 years.
|                               |                                   |                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                         
|First Canadian Place           | 2,780                             | 25% leasehold interest to 2023.  12.5% fee interest thereafter.                                                                                 | Located in Downtown Toronto, First Canadian Place is a complex consisting of office, banking, shopping and parking. With 72-stories, the office tower has remained unchallenged as the tallest office building in Canada since it was constructed in 1975.                                                              
|                               |                                   |                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                         
|151 Yonge St.                  | 372                               | 25% fee interest.                                                                                                                               | The Yonge Richmond Centre is situated in Toronto’s financial core.  The building was built in 1991 and renovated in 1998.  The property provides a direct connection to the city’s underground pedestrian walkway and is connected to 2 Queen Street East to the north as well as the Queen Street subway station.      
|                               |                                   |                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                         
|2 Queen St. E.                 | 545                               | 20.9% fee interest and 4.1% leasehold interest.                                                                                                 | 2 Queen Street East is situated in Toronto’s financial core and built in 2003.  The property’s unique design incorporates an historic 1910 bank branch.  The property provides a direct connection to the city’s underground pedestrian walkway and is integrated with the Queen Street subway station.                 





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Calgary, Alberta



The Downtown Calgary office market consists
of approximately 39.6 million square feet of space. The Downtown Calgary overall vacancy rate at December 31, 2012 was 3.7%,
a 17.8% decrease from 4.5% at year end 2011 and vacancy in Class AA and A markets was 1.8% at year end 2012, a 20.0% increase
from 1.5% at year end 2011. Our vacancy rate in this market is approximately 0.4%. Absorption in Class AA and A markets in Downtown
Calgary was approximately 1.8 million square feet during 2012 compared to approximately 2.0 million square feet in 2011. Our average
in-place net rent per square foot in this market was $28.22 per square foot as at December 31, 2012, as compared to the average
market net rent of $36.00 per square foot at that time.



|Property             | Total Area
        (000’s Sq.Ft.) | Form and Percentage
        of Ownership                                                                                  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-------------------- | --------------------------------- | ------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Bankers Hall         | 2,577                             | 50% fee interest.  The remaining 50% interest is owned by British   Columbia Investment Management Corporation ("bcIMC"). | Built in 1988, the Bankers Hall complex is comprised of three towers: East Tower, West Tower and the Royal Bank Building.  The East and West Towers are twin 52-story office towers sitting above a 7-story office/retail podium that integrates the historic Hollingsworth Building and the adjacent 26-story Royal Bank Building.                                                                                                         
|                     |                                   |                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Bankers Court        | 325                               | 50% fee interest. The remaining 50% interest is owned by bcIMC.                                                           | Bankers Court, substantially completed in March 2009, is a 15-story office tower and is directly adjacent to Bankers Hall and connected by sky bridge.                                                                                                                                                                                                                                                                                      
|Suncor Energy Centre | 1,952                             | 50% fee interest. The remaining 50% interest is owned by ARCI Ltd.                                                        | Suncor Energy Centre consists
        of a two-tower office-retail complex and underground parking garage. The office towers are the 52-story west tower and the 32-story
        east tower. The property is located in the Calgary Central Business District (“CBD”) and is connected to the above-ground
        pedestrian walkway system. The property was constructed in 1983 and is one of the top three office complexes in Calgary.
|Fifth Avenue Place   | 1,682                             | 50% fee interest.  The remaining 50% interest is owned by Alberta Investment Management (“AIMCo”).                        | Fifth Avenue Place is comprised of two 35-story office towers.  Fifth Avenue Place, which is connected to the above-ground pedestrian walkway system, was completed in 1981, and since acquisition has undergone a substantial capital investment program.                                                                                                                                                                                  









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Ottawa, Ontario



The Ottawa CBD office market
consists of approximately 15.2 million square feet of space. The Ottawa CBD overall vacancy rate at December 31, 2012 was
6.0%, a 1.7% increase from 5.9% at year end 2011 and vacancy in the Class A market in the Ottawa CBD was 4.7% at year end
2012, a 13.0% decrease from 5.4% at year end 2011. Our vacancy rate in this market is approximately 0.3%. Absorption in the
Ottawa CBD market for Class A buildings was approximately 62,070 square feet during 2012 compared to 296,325 square feet in
2011. Our average in-place net rent per square foot in this market was $18.46 per square foot as at December 31, 2012, as
compared to the average market net rent of $21.00 per square foot at that time.



|Property            | Total Area
        (000’s Sq.Ft.) | Form and Percentage of Ownership | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------------------- | --------------------------------- | -------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Place de Ville I    | 1,084                             | 25% leasehold interest.          | Place de Ville I is located in the western portion of Ottawa’s Downtown core in the block bounded by Albert Street, Kent Street, Queen Street and Lyon Street. Built in 1974 and renovated in 1994, the property is comprised of two towers (A and B), situated at right angles to each other.                                                                                                                                                                                  
|                    |                                   |                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Place de Ville II   | 1,042                             | 25% fee interest.                | Place de Ville II is located in the western portion of Ottawa’s Downtown core in the block bounded by Sparks Street, Kent Street, Queen Street and Lyon Street.  It is comprised of Tower C, a 29-story building, the Podium, a smaller 4-story building, a below grade retail service concourse which includes office space, retail outlets, a food court, storage space and, a four-level underground parking facility.  The building was built in 1971 and renovated in 1995.
|                    |                                   |                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Jean Edmonds Towers | 649                               | 25% fee interest.                | Jean Edmonds Towers is located in the western portion of Ottawa’s Downtown core in the block bounded by Slater Street, Kent Street, Laurier Avenue West and Bank Street. Built in 1974 and renovated in 1994, the property is comprised of two 20-story buildings linked at ground level by a 1-story building which serves as a restaurant. The remaining ground floor premises, situated in the towers themselves, offer retail services.                                     











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Vancouver, British Columbia



The Vancouver Downtown office market consists
of approximately 19.3 million square feet. The Vancouver Downtown overall vacancy rate at December 31, 2012 was 5.8%, a 4.9% decrease
from 6.1% at year end 2011 and vacancy in Class AA and A markets in the Vancouver Downtown market was 4.3% at year end 2012,
a 10.4% decrease from 4.8% at year end 2011. Our vacancy rate in this market is approximately 2.3%. Absorption in Class AA and
A markets in the Vancouver Downtown market was approximately 48,236 square feet during 2012 compared to 63,034 square feet in 2011.
Our average in-place net rent per square foot in this market was $21.54 per square foot as at December 31, 2012, as compared to
the average market net rent of $33.00 per square foot at that time.



|Property     | Total Area
        (000’s Sq.Ft.) | Form and Percentage
        of Ownership | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------------ | --------------------------------- | ---------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Royal Centre | 853                               | 100% fee interest.                       | Royal Centre is a Class A office building located in the prime CBD of Downtown Vancouver that was most recently renovated in 2001. This 36-story building is adjacent to the Vancouver Hyatt Regency Hotel.  Located on the corner of Georgia and Burrard, Royal Centre is conveniently situated within the business and retail amenities of Downtown Vancouver.  The property has two retail levels with shops and services  with direct access to the Burrard Skytrain station, in addition to parking for 688 vehicles in a three-level underground parking garage.





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Employees



BPO provides asset and property management
services to us under long-term arrangements. BPO draws on members of its senior management and other individuals from its affiliates
to fulfill its obligations to us. We do not have any employees and depend on the management and administration services provided
by BPO.



Environmental Protection



Environmental initiatives are a major component
of our strategic business plan. Environmental stewardship is a high priority for us and we treat it as a key business objective,
along with revenue growth and risk management.



Our objective is to maximize energy and
resource efficiency and environmental stewardship at our properties, together with the wellness and safety of our tenants, employees
and those that live in the neighborhoods that house our properties.



We achieve this through an integrated strategy
based on three principles that are embedded in our corporate culture. These tenets are the foundation of our commitment to environmental
responsibility.



| | (i) | To operate, develop, retrofit, redesign and renovate properties to achieve optimum energy efficiency,
occupant satisfaction and reduced carbon emissions.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | To incorporate innovative environmental strategies in order to achieve best-in-industry environmental
performance in all new office developments.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | To seek best-in-class environmental certifications, actively participate in green industry organizations
and support new initiatives that foster the energy and resource-efficient operation of office buildings and environmentally sustainable
communities and practices.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Legal Proceedings



We are occasionally named as a party in
various claims and legal proceedings which arise during the normal course of our business. We review each of these claims, including
the nature of the claim, the amount in dispute or claimed and the availability of insurance coverage. Although there can be no
assurance as to the resolution of any particular claim, we do not believe that the outcome of any claims or potential claims of
which we are currently aware will have a material adverse effect on us.



Risk Factors



Our strategy is to invest in high-quality
commercial properties defined by the certainty of receiving rental payments generated by the tenants of those assets. However,
we remain exposed to certain risks specific to our portfolio and those inherent in the commercial property business. Therefore,
in evaluating BOX and our business, the following challenges, uncertainties and risks should be considered in addition to the other
information contained in this AIF.



Our economic performance and the
value of our real estate assets are subject to the risks incidental to the ownership and operation of real estate properties.



Our economic performance, the value of
our real estate assets and, therefore, the value of unitholders’ investments are subject to the risks normally associated
with the ownership and operation of real estate properties, including but not limited to: downturns and trends in the national,
regional and local economic conditions where our properties are located; the cyclical nature of the real estate industry; local
real estate market conditions such as an oversupply of office properties, including space available by sublease, or a reduction
in demand for such properties; changes in interest rates and the availability of financing; competition from other properties;
changes in market rental rates and our ability to rent space on favourable terms; the bankruptcy, insolvency, credit deterioration
or other default of our tenants; the need to periodically renovate, repair and re-lease space and the costs thereof; increases
in maintenance, insurance and operating costs; civil disturbances, earthquakes and other natural disasters, or terrorist acts or
acts of war which may result in uninsured or underinsured losses; the decrease in the attractiveness of our properties to tenants;
the decrease in the underlying value of our properties; and certain significant expenditures, including property taxes, maintenance
costs, mortgage payments, insurance costs and related charges that must be made regardless of whether or not a property is producing
sufficient income to service these expenses.







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We are dependent upon the economic
conditions of the markets where our properties are located.



We are affected by local, regional, national
and international economic conditions and other events and occurrences that affect the markets in which we own properties. A protracted
decline in economic conditions will cause downward pressure on our operating margins and asset values as a result of lower demand
for space.



A prolonged downturn in the Canadian economy
would result in reduced demand for space and number of prospective tenants and will affect the ability of our properties to generate
significant revenue. If there is an increase in operating costs resulting from inflation or other factors, we may not be able to
offset such increases by increasing rents. Because our portfolio consists primarily of office buildings (as compared to a more
diversified real estate portfolio), a decrease in demand for office space could adversely affect our results of operations. Additionally,
there are submarkets within our primary markets that are dependent upon a limited number of industries, and a significant downturn
in one or more of these industries could also adversely affect our results of operations.



Our inability to enter into renewal
or new leases on favorable terms for all or a substantial portion of space that is subject to expiring leases would adversely affect
our cash flows and operating results.



Our income-producing properties generate
revenue through rental payments made by tenants of the properties. Upon the expiry of any lease, there can be no assurance that
the lease will be renewed or the tenant replaced. The terms of any renewal or replacement lease may be less favorable to us than
the existing lease. We would be adversely affected, in particular, if any major tenant ceases to be a tenant and cannot be replaced
on similar or better terms or at all.



Our competitors may adversely affect
our ability to lease our properties which may cause our cash flows and operating results to suffer.



Numerous other developers, managers and
owners of office properties compete with us in seeking tenants and management revenues. Some of the properties of our competitors
may be newer, better located or better capitalized. These competing properties may have vacancy rates higher than our properties,
which may result in their owners being willing to make space available at lower prices than the space in our properties, particularly
if there is an oversupply of space available in the market. Competition for tenants could have an adverse effect on our ability
to lease our properties and on the rents that we may charge or concessions that we must grant. If our competitors adversely impact
our ability to lease our properties, our cash flows and operating results may suffer.



Our ability to realize our strategies and
capitalize on our competitive strengths are dependent on our ability to effectively operate our large group of commercial properties,
maintain good relationships with tenants and remain well capitalized, and our failure to do any of the foregoing would affect our
ability to compete effectively in the markets in which we do business.



Reliance on significant tenants could
adversely affect our results of operations.



Many of our properties are occupied by
one or more significant tenants and, therefore, our revenues from those properties will be materially dependent on the creditworthiness
and financial stability of those tenants. Our business would be adversely affected if any of those tenants failed to renew certain
of their significant leases, became insolvent, declared bankruptcy or otherwise refused to pay rent in a timely fashion or at all.
In the event of a default by one or more significant tenants, we may experience delays in enforcing our rights as landlord and
may incur substantial costs in protecting our investment and re-leasing the property. If a lease of a significant tenant is terminated,
it may be difficult, costly and time consuming to attract new tenants and lease the property for the rent and on terms as favourable
as the previous lease.



Our tenant base is concentrated heavily
in three industries and unfavourable conditions in these industries may adversely impact our financial condition and results of
operations.



As part of our strategy is to focus on
markets underpinned by the financial services, government and resources and energy industries, a significant downturn in one or
more of the industries in which these businesses operate would adversely affect our results of operations. In addition, austerity
measures and governmental deficit reduction programs may lead governments to consolidate and reduce their office space and decrease
their workforce, which may reduce demand for office space in the government sector.







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We face potential adverse effects
from tenant defaults, bankruptcies or insolvencies.



A tenant may experience a downturn in its
business, which could cause the loss of that tenant or weaken its financial condition and result in the tenant’s inability
to make rental payments when due or, for retail tenants, a reduction in percentage rent payable. If a tenant defaults, we may experience
delays and incur costs in enforcing our rights as landlord and protecting our investments.



We cannot evict a tenant solely because
of its bankruptcy. In addition, in certain jurisdictions where we own properties, a court may authorize a tenant to reject and
terminate its lease. In such a case, our claim against the tenant for unpaid, future rent would be subject to a statutory cap that
might be substantially less than the remaining rent owed under the lease. In any event, it is unlikely that a bankrupt or insolvent
tenant will pay in full amounts it owes under a lease. The loss of rental payments from tenants and costs of re-leasing would adversely
affect our cash flows and results of operations. In the event of a significant number of lease defaults and/or tenant bankruptcies,
our cash flow may not be sufficient to pay cash distributions to our unitholders and repay maturing debt and any other obligations.



We face risks associated with the
use of debt to finance our business, including refinancing risk.



We incur debt in the ordinary course of
our business and therefore are subject to the risks associated with debt financing. These risks, including the following, may adversely
affect our financial condition and results of operations: our cash flow may be insufficient to meet required payments of principal
and interest; payments of principal and interest on borrowings may leave us with insufficient cash resources to pay operating expenses;
we may not be able to refinance indebtedness on our properties at maturity due to business and market factors including: disruptions
in the capital and credit markets; the estimated cash flow of our properties; the value of our properties; financial, competitive,
business and other factors, including factors beyond our control; and if refinanced, the terms of a refinancing may not be as favourable
as the original terms of the related indebtedness. If we are unable to refinance our indebtedness on acceptable terms, or at all,
we may need to dispose of one or more of our properties upon disadvantageous terms. In addition, prevailing interest rates or other
factors at the time of refinancing could increase our interest expense, and if we mortgage property to secure payment of indebtedness
and are unable to make mortgage payments, the mortgagee could foreclose upon such property or appoint a receiver to receive an
assignment of our rents and leases. This may adversely affect our ability to pay distributions or payments to our unitholders and
lenders.



If we are unable to manage our interest
rate risk efficiently, our cash flows and operating results may suffer.



Advances under credit facilities and certain
property-level mortgage debt bear interest at a variable rate. We may incur further indebtedness in the future that also bears
interest at a variable rate or we may be required to refinance our debt at higher rates. In addition, though we attempt to manage
interest rate risk, there can be no assurance that we will hedge such exposure effectively or at all in the future. Accordingly,
increases in interest rates above that which we anticipate based upon historical trends would adversely affect our cash flows.



Restrictive covenants in current
and future indebtedness may limit management’s discretion with respect to certain business matters.



Instruments governing any of our indebtedness
or indebtedness of our subsidiaries may contain restrictive covenants limiting our discretion with respect to certain business
matters. These covenants could place significant restrictions on, among other things, our ability to create liens or other encumbrances,
to pay distributions on our trust units or make certain other payments, investments, loans and guarantees and to sell or otherwise
dispose of assets and merge or consolidate with another entity. These covenants could also require us to meet certain financial
ratios and financial condition tests. A failure to comply with any such covenants could result in a default which, if not cured
or waived, could result in a termination of our distributions and permit acceleration of the relevant indebtedness.



Our insurance may not cover some
potential losses or may not be obtainable at commercially reasonable rates, which could adversely affect our financial condition
and results of operations.



We maintain insurance on our properties
in amounts and with deductibles that we believe are in line with what owners of similar properties carry; however, our insurance
may not cover some potential losses or may not be obtainable at commercially reasonable rates in the future.







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Where properties are insured by our partners,
all risk property insurance and rental value coverage is provided with limits that we believe are in line with what owners of similar
properties carry.



There also are certain types of risks (such
as war, or environmental contamination, such as toxic mold) which are either uninsurable or not economically insurable. Should
any uninsured or underinsured loss occur, we could lose our investment in, and anticipated profits and cash flows from, one or
more of our properties, and would continue to be obligated to repay any recourse mortgage indebtedness on such properties.



Possible terrorist activity could adversely affect our
financial condition and results of operations and our insurance may not cover some losses due to terrorism or may not be obtainable
at commercially reasonable rates.



Possible terrorist attacks in the markets
where our properties are located may result in declining economic activity, which could reduce the demand for space at our properties,
reduce the value of our properties and reduce the financial stability of our tenants by harming the demand for goods and services
offered by our tenants.



Additionally, terrorist activities could
directly affect the value of our properties through damage, destruction or loss.



Our portfolio is concentrated in large
metropolitan areas, some of which have been or may be perceived to be subject to terrorist attacks. Many of our properties consist
of high-rise buildings, which may also be subject to this actual or perceived threat. Our insurance may not cover some losses due
to terrorism or may not be obtainable at commercially reasonable rates.



We are subject to possible environmental liabilities and
other possible liabilities.



As an owner and manager of real property,
we are subject to various laws relating to environmental matters. These laws could hold us liable for the costs of removal and
remediation of certain hazardous substances or wastes present in our buildings, released or deposited on or in our properties or
disposed of at other locations. These costs could be significant and would reduce cash available for our business. The failure
to remove or remediate such substances could adversely affect our ability to sell our properties or our ability to borrow using
real estate as collateral, and could potentially result in claims or other proceedings against us.



Other laws and regulations govern indoor
and outdoor air quality including those that can require the abatement or removal of asbestos-containing materials in the event
of damage, demolition, renovation or remodeling and also govern emissions of and exposure to asbestos fibers in the air. The maintenance
and removal of lead paint and certain electrical equipment containing polychlorinated biphenyls (PCBs) and underground storage
tanks are also regulated by federal and provincial laws. We are also subject to risks associated with human exposure to chemical
or biological contaminants such as molds, pollens, viruses and bacteria which, above certain levels, can be alleged to be connected
to allergic or other health effects and symptoms in susceptible individuals. We could incur fines for environmental compliance
and be held liable for the costs of remedial action with respect to the foregoing regulated substances or tanks or related claims
arising out of environmental contamination or human exposure to contamination at or from our properties.



Environmental laws and regulations can
change rapidly and we may become subject to more stringent environmental laws and regulations in the future. Compliance with more
stringent environmental laws and regulations could have an adverse effect on our business, financial condition or results of operations.



Regulations under building codes and human
rights codes generally require that public buildings, including office buildings, be made accessible to disabled persons. Non-compliance
could result in the imposition of fines by the government or the award of damages to private litigants. If we are required to make
substantial alterations and capital expenditures in one or more of our properties to comply with these codes, it could adversely
affect our financial condition and results of operations.



We may also incur significant costs complying
with other regulations. Our properties are subject to various federal, provincial and local regulatory requirements, such as provincial
and local fire and life safety requirements. If we fail to comply with these requirements, we could incur fines or private damage
awards. Existing requirements may change and compliance with future requirements may require significant unanticipated expenditures
that could affect our cash flow and results from operations.







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If we are unable to recover from
a business disruption on a timely basis our financial condition and results of operations would be adversely affected.



Our business is vulnerable to damages from
any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war and
telecommunication failures. Any system failure or accident that causes interruptions in our operations could result in a material
disruption to our business. If we are unable to recover from a business disruption on a timely basis, our financial condition and
results of operations would be adversely affected. We may also incur additional costs to remedy damages caused by such disruptions.



We have no corporate limitation on
the amount of debt we can incur.



Our management and board of trustees have
discretion under our Declaration of Trust to increase the amount of our outstanding debt. Our decisions with regard to the incurrence
and maintenance of debt are based on available investment opportunities for which capital is required, the cost of debt in relation
to such investment opportunities, whether secured or unsecured debt is available, the effect of additional debt on existing financial
ratios and the maturity of the proposed new debt relative to maturities of existing debt. As a result, we could become more highly
leveraged, resulting in increased debt service costs that could adversely affect our cash flows and operating results.



Our failure to qualify for the REIT
Exemption to the SIFT Rules would have adverse consequences.



The Tax Act contains provisions which potentially
impose tax on publicly traded trusts and partnerships that are specified investment flow through trusts or partnerships for purposes
of the Tax Act (“SIFTs”) and their beneficiaries and partners (the “SIFT Rules”). There is an exemption
from the application of the SIFT Rules for trusts that, throughout a taxation year, meet certain specified criteria relating to
the nature of their income and investments (the “REIT Exemption”). Trusts that meet the REIT Exemption are excluded
from the SIFT trust definition and, therefore, not subject to the SIFT Rules. The determination as to whether BOX qualifies for
the REIT Exemption in a particular taxation year can only be made at the end of that taxation year. We expect that BOX will qualify
for the REIT Exemption for purposes of the SIFT Rules throughout 2013. However, there can be no assurance in this regard and should
BOX fail to qualify for the REIT Exemption, it would have adverse consequences on us, including a negative impact on our realizable
cash flows.



The departure of some or all of our professionals could
prevent us from achieving our objectives.



We depend on the diligence, skill and business
contacts of BPO’s professionals and the information and opportunities they generate during the normal course of their activities.
Our future success depends on the continued service of these individuals, who are not obligated to remain employed by BPO. BPO
has experienced departures of key professionals in the past and may do so in the future, and we cannot predict the impact that
any such departures would have on its ability to achieve its objectives. The departure of a significant number of BPO’s professionals
for any reason, or the failure to appoint qualified or effective successors in the event of such departures, could have a material
adverse effect on our ability to achieve our objectives.



We participate in transactions and make tax calculations
for which the ultimate tax determination may be uncertain.



We participate in many transactions and
make tax calculations during the course of our business for which the ultimate tax determination is uncertain. While we believe
we maintain provisions for uncertain tax positions that appropriately reflect our risk, these provisions are made using estimates
of the amounts expected to be paid based on a qualitative assessment of several factors. It is possible that liabilities associated
with one or more transactions may exceed our provisions due to audits by, or litigation with, relevant taxing authorities which
may materially affect our financial condition and results of operations.



If BOX were to be treated as a corporation for U.S. federal
income tax purposes, the value of our trust units to U.S. unitholders might be adversely affected.



The value of our trust units to unitholders
that are taxable in the United States will depend in part on the treatment of BOX as a partnership for U.S. federal income tax
purposes. For BOX to be treated as a partnership for U.S. federal income tax purposes, (i) BOX must not be classified as a corporation
under the U.S. federal entity classification rules, (ii) 90% or more of BOX’s gross income for every taxable year must consist
of qualifying income, as defined in Section 7704 of the U.S. Internal Revenue Code (the “90% Income Test”), and (iii)
BOX must not be required to register, if it were a U.S. corporation, as an investment company under the U.S. Investment Company
Act of 1940 and related rules. BOX believes that it is more likely than not to be classified as a partnership for U.S. federal
income tax purposes for each year that it is not classified as a corporation under Section 7704 of the U.S. Internal Revenue Code.
Moreover, our management and board of trustees intend to manage the affairs of BOX so that BOX will not need to be registered as
an investment company if it were a U.S. corporation and so that BOX will satisfy the 90% Income Test in each taxable year. However,
BOX may not meet these requirements, or current law may change so as to cause, in either event, BOX to be treated as a corporation
for U.S. federal income tax purposes. If BOX were treated as a corporation for U.S. federal income tax purposes, (i) the deemed
conversion to corporate status could result in the recognition of gain to U.S. unitholders, if BOX were to have liabilities in
excess of the tax basis of its assets; (ii) distributions to U.S. unitholders would be taxable as dividends to the extent of BOX’s
earnings and profits; and (iii) BOX could be classified as a “passive foreign investment company” (a “PFIC”,
as defined in the U.S. Internal Revenue Code), and such classification could have adverse tax consequences to U.S. unitholders
with respect to distributions and gain recognized on the sale of our trust units. Each unitholder that is taxable in the United
States should consult an independent tax adviser regarding the consequences to such unitholder of the classification of BOX as
a corporation for U.S. federal income tax purposes.







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U.S. tax-exempt organizations may face certain adverse
U.S. tax consequences from owning our trust units.



Based on our organizational structure and
the use of debt by our subsidiaries to acquire property, we expect to generate unrelated business taxable income (“UBTI”,
as defined in the U.S. Internal Revenue Code) attributable to debt-financed property. As a result, a portion of our income allocated
for U.S. federal income tax purposes to a tax-exempt organization is expected to constitute UBTI to such tax-exempt organization.
The potential for income to be characterized as UBTI could make our trust units an unsuitable investment for any unitholder that
is a tax-exempt organization for U.S. federal income tax purposes.



Our unitholders that are taxable in the United States
may be viewed as holding an interest in an entity classified as a PFIC for U.S. federal income tax purposes.



Unitholders that are taxable in the United
States may face adverse U.S. tax consequences arising from the ownership of an interest in a PFIC. In general, gain realized by
a U.S. unitholder from the sale of stock of a PFIC is subject to tax at ordinary income rates, and an interest charge generally
applies. Management believes that BOX is more likely than not to be classified as a partnership for U.S. federal income tax purposes
for each year that it is not classified as a corporation under Section 7704 of the U.S. Internal Revenue Code and we currently
believe that a U.S. unitholder is unlikely to be regarded as owning an interest in a PFIC solely by reason of owning our trust
units for the taxable year ending December 31, 2013. If, contrary to our expectation, BOX were classified as a corporation for
U.S. federal income tax purposes, then we believe that BOX would also be classified as a PFIC, based on our organizational structure
and our expected income and assets. Each unitholder that is taxable in the United States should consult an independent tax adviser
regarding the implications of the PFIC rules for an investment in our trust units.



Tax gain or loss from the disposition of trust units could
be more or less than expected.



If a sale of our trust units by a unitholder
is taxable in the United States, such unitholder will recognize gain or loss for U.S. federal income tax purposes equal to the
difference between the amount realized and such unitholder’s adjusted tax basis in those trust units. Prior distributions
to such a unitholder in excess of the total net taxable income allocated to such a unitholder will have decreased such unitholder’s
tax basis in our trust units. Therefore, such excess distributions will increase such unitholder’s taxable gain or decrease
such unitholder’s taxable loss when our trust units are sold, and may result in a taxable gain even if the sale price is
less than the original cost. Additionally, a portion of the amount realized, whether or not representing gain, could be characterized
as ordinary income to such a unitholder.



The BOX structure involves complex provisions of U.S.
federal income tax law for which no clear precedent or authority may be available. The tax characterization of the BOX structure
is also subject to potential legislative, judicial, or administrative change and differing interpretations, possibly on a retroactive
basis.



The U.S. federal income tax treatment of
our U.S. unitholders depends in some instances on determinations of fact and interpretations of complex provisions of U.S. federal
income tax law for which no clear precedent or authority may be available. Our U.S. unitholders should be aware that the U.S. federal
income tax rules, particularly those applicable to partnerships, are constantly under review by the Congressional tax writing committees
and other persons involved in the legislative process, the U.S. Internal Revenue Service (the “IRS”), the U.S. Treasury
Department and the courts, frequently resulting in changes which could adversely affect the value of our trust units or cause BOX
to change the way it conducts its activities. In addition, our management and board of trustees have the discretion under our Declaration
of Trust to modify our Declaration of Trust from time to time, without the consent of our unitholders, to address such changes.
Any such modifications could have a material adverse impact on our unitholders.







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We do not intend to provide certain U.S. tax information
to unitholders that are taxable in the United States.



BOX does not intend to provide U.S. tax
information (including IRS Schedule K-1 information) to determine an unitholder’s allocable
share of BOX’s income, gain, losses, deductions, and credits for U.S. federal income tax purposes. The failure to receive
such U.S. tax information could materially and adversely affect a U.S. unitholder’s ability to timely and accurately file
a U.S. federal income tax return. In addition, the IRS may require a U.S. unitholder to render statements or provide the information
necessary to verify the accuracy of such unitholder’s reporting of its allocable share our income, gain, loss, deduction,
or credit. Each unitholder that is taxable in the United States should consult an independent tax adviser regarding the tax return
filing and other consequences to such unitholder in the absence of such U.S. tax information.



Because real estate investments are
illiquid, we may not be able to sell properties when appropriate or desired.



Large and high quality office properties
like the ones that we own can be hard to sell, especially if local market conditions are poor. Such illiquidity could limit our
ability to vary our portfolio promptly in response to changing economic or investment conditions. Additionally, financial difficulties
of other property owners resulting in distressed sales could depress real estate values in the markets in which we operate in times
of illiquidity. These restrictions could reduce our ability to respond to changes in the performance of our investments and could
adversely affect our financial condition and results of operations.



We face risks associated with property
acquisitions.



Competition from other well-capitalized
real estate investors, including both public REITs and institutional investment funds, may significantly increase the purchase
price of, or prevent us from acquiring, a desired property. Acquisition agreements will typically contain conditions to closing,
including completion of due diligence to our satisfaction or other conditions that are not within our control, which may not be
satisfied. Acquired properties may be located in new markets where we may have limited knowledge and understanding of the local
economy, an absence of business relationships in the area or unfamiliarity with local government and applicable laws and regulations.
We may be unable to finance acquisitions on favourable terms, or newly acquired properties may fail to perform as expected. We
may underestimate the costs necessary to bring an acquired property up to standards established for its intended market position
or may be unable to quickly and efficiently integrate new acquisitions into our existing operations. We may also acquire properties
subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities. Each of these
factors could have an adverse effect on our results of operations and financial condition.



We do not have sole control over
the properties that we own with co-venturers, partners, fund investors or co-tenants or over the revenues and certain decisions
associated with those properties, which may limit our flexibility with respect to these investments.



We participate in joint ventures, partnerships,
funds and co-tenancies affecting many of our properties. Such investments involve risks not present were a third party not involved,
including the possibility that our co-venturers, partners, fund investors or co-tenants might become bankrupt or otherwise fail
to fund their share of required capital contributions.



Additionally, our co-venturers, partners,
fund investors or co-tenants might at any time have economic or other business interests or goals which are inconsistent with our
business interests or goals. In addition, we do not have sole control of certain major decisions relating to these properties,
including decisions relating to: the sale of the properties; refinancing; timing and amount of distributions of cash from such
properties to us; and capital improvements.



In some instances, although we are the
property manager for a joint venture, the joint venture retains joint approval rights over various material matters such as the
budget for the property, specific leases and our leasing plan. Moreover, in some of our property management arrangements the other
venturer can terminate the property management agreement in limited circumstances relating to enforcement of the property managers’
obligations. In addition, the sale or transfer of interests in some of our joint ventures and partnerships is subject to rights
of first refusal or first offer and some joint venture and partnership agreements provide for buy-sell or similar arrangements.
Such rights may be triggered at a time when we may not want to sell but may be forced to do so because we may not have the financial
resources at that time to purchase the other party’s interest. Such rights may also inhibit our ability to sell our interest
in a property or a joint venture or partnership within our desired time frame or on any other desired basis.







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We are highly dependent on BPO.



We do not have any employees and depend
on the management and administration services provided by BPO. The personnel and support staff that provide services to us are
not required to have our management and administration as their primary responsibility or to act exclusively for us. Any failure
to effectively manage our operations or to implement our strategy could have a material adverse effect on our operating results.
BPO may own or acquire properties for its own account which may be suitable for us or compete with us for tenants and may provide
management services to third parties in connection with properties that may compete with us for tenants.



We negotiated our management agreements
with BPO in the context of the Transaction. Although we are of the view that the management agreements have been set at market
terms and align the interests of BPO with those of other unitholders, certain of the terms, including those relating to termination
rights, BPO’s ability to engage in outside activities, including activities that may compete with us and our activities and
limitations on liability and indemnification may be less favourable than otherwise might have resulted if the negotiations had
involved unrelated parties.



BPO holds a significant number of our units.



BPO indirectly holds units representing
an aggregate equity interest in BOX of approximately 83.3%. For so long as BPO maintains a controlling interest in BOX, it will
generally be able to approve matters submitted to a majority vote of the unitholders without the consent of other unitholders,
including, among other things, the election of the trustees. BPO will also be able to exercise a controlling influence over any
change of control of BOX. As a result of its controlling interest and its role as manager, BPO will be able to exercise a controlling
influence over the business and affairs, the selection of senior management and the acquisition or disposition of our assets and
our access to capital markets. The effect of BPO’s control may limit the price that investors are willing to pay for our
trust units. In addition, a sale of trust units by BPO or the perception of the market that a sale may occur may adversely affect
the market price of our trust units. BPO has indicated that in the future, and subject to valuation and market conditions, it will
consider reducing its interest in us to enhance our market liquidity.



Our relationship with BPO may give rise to conflicts of
interest.



Our relationship with BPO may give rise
to conflicts of interest between us and our unitholders, on the one hand, and BPO, on the other hand. In certain instances, the
interests of BPO may differ from the our interests and the interest of our unitholders, including with respect to the types of
acquisitions made, the timing and amount of distributions, the use of leverage when making acquisitions and the appointment of
outside advisors and service providers.



We may suffer a significant loss resulting from fraud,
other illegal acts or inadequate or failed internal processes or systems.



We may suffer a significant loss resulting
from fraud, other illegal acts or inadequate or failed internal processes or systems. We operate in different markets and rely
on our employees to follow our policies and processes as well as applicable laws in their activities. Risk of illegal acts or failed
systems is managed through our infrastructure, controls, systems, policies and people, complemented by central groups focusing
on enterprise-wide management of specific operational risks such as fraud, trading, outsourcing, and business disruption, as well
as people and systems risks. Failure to manage these risks can result in direct or indirect financial loss, reputational impact,
regulatory censure or failure in the management of other risks such as credit or market risk.



We may be subject to litigation.



In the ordinary course of our business,
we may be subject to litigation from time to time. The outcome of any such proceedings may materially adversely affect us and may
continue without resolution for long periods of time. Any litigation may consume substantial amounts of our management’s
time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts
at stake in the litigation.







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The acquisition, ownership and disposition
of real property expose us to certain litigation risks which could result in losses, some of which may be material. Litigation
may be commenced with respect to a property we have acquired in relation to activities that took place prior to our acquisition
of such property. In addition, at the time of disposition of an individual property, a potential buyer who is passed over in favour
of another as part of our efforts to maximize sale proceeds may claim that it should have been afforded the opportunity to purchase
the asset or alternatively that such buyer should be awarded due diligence expenses incurred or statutory damages for misrepresentation
relating to disclosures made. Similarly, successful buyers may later sue us for losses associated with latent defects or other
problems not uncovered in due diligence. We may also be exposed to litigation resulting from the activities of our tenants or their
customers.



Negative publicity could damage our reputation and business.



Our ability to attract and retain tenants,
investors and employees is impacted by our reputation and negative publicity can expose us to litigation and regulatory action.
Negative public opinion concerning the financial services industry has been evidenced by the Occupy Wall Street demonstration that
spawned similar protests in major cities and communities throughout North America.  The association of our properties with
the financial services industry and the Occupy Wall Street demonstrations could damage our reputation, adversely affect our ability
to attract and retain tenants and employees, and divert management’s attention from day-to-day operations.  The demonstrations
themselves could cause physical damage to our properties and we could incur costs to prevent that damage and to ensure that our
properties remain accessible.  Significant harm to our reputation can also arise from other sources, including employee misconduct,
unethical behavior, environmental matters, litigation or regulatory outcomes, failing to deliver minimum or required standards
of service and quality, compliance failures, unintended disclosure of confidential information and the activities of our tenants
and counterparties, including vendors.



Climate change may adversely impact our operations and
markets.



There is growing concern from members of
the scientific community and the general public that an increase in global average temperatures due to emissions of greenhouse
gases and other human activities have or will cause significant changes in weather patterns and increase the frequency and severity
of climate stress events. Climate change, including the impact of global warming, creates physical and financial risk. Physical
risks from climate change include an increase in sea level and changes in weather conditions, such as an increase in intense precipitation
and extreme heat events, as well as tropical and non-tropical storms.



We own buildings in locations that may
be particularly susceptible to climate stress events or adverse localized effects of climate change, such as sea-level rise and
increased storm frequency or intensity. The occurrence of one or more natural disasters, such as hurricanes, fires, floods, and
earthquakes (whether or not caused by climate change), could cause considerable damage to our properties, disrupt our operations
and negatively impact our financial performance. To the extent these events result in significant damage to or closure of one or
more of our buildings, our operations and financial performance could be adversely affected through lost tenants and an inability
to lease or re-lease the space. In addition, these events could result in significant expenses to restore or remediate a property,
increases in fuel (or other energy) prices or a fuel shortage and increases in the costs of insurance if they result in significant
loss of property or other insurable damage.



The expiration of long-term ground leases could adversely
affect our results of operations.



Seven of our properties are subject to
long-term ground leases and similar arrangements in which the underlying land is owned by a third party and leased to us and any
co-venturers or partners. In addition, the ground leases may be subject to periodic rate resets which may fluctuate and may result
in significant rental rate adjustments. Under the terms of a typical ground lease, we and any co-venturers or partners pay rent
for the use of the land and are generally responsible for all costs and expenses associated with the building and improvements.
Unless the lease term is extended the land, together with all improvements, will revert to the owner of the land upon the expiration
of the lease term. A default under the terms of a ground lease could also result in a loss of the property subject to such ground
lease, should we not rectify the default in a reasonable period of time. If possible, we may attempt to purchase these leases as
they become available, but cannot be assured of this. The following is a summary of our ground leases:







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|Building                                                                                                                                       | City    | Expiration | Notes                                                                                                                                                                                                       
|---------------------------------------------------------------------------------------------------------------------------------------------- | ------- | ---------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|First Canadian Place                                                                                                                           | Toronto | 2023       | We own a 12.5% freehold interest and a 25% leasehold interest in the property.                                                                                                                              
|105 Adelaide Street West                                                                                                                       | Toronto | 2043(1)    | We own a 100% leasehold interest and a 12.5% freehold interest in the property.                                                                                                                             
|Place de Ville I                                                                                                                               | Ottawa  | 2065       | We own a 25% leasehold interest in the property.                                                                                                                                                            
|Hudson’s Bay Centre                                                                                                                            | Toronto | 2070       | There is one ground lease that covers a portion of this property (approximately 63% by area). We own a 100% leasehold interest in the leasehold parcel and a 100% freehold interest in two freehold parcels.
|HSBC Building (70 York Street)                                                                                                                 | Toronto | 2083       | The ground lease only covers a portion of the property (approximately 67% by area). We own a 100% leasehold interest in the leasehold parcel and a 100% freehold interest in two freehold parcels.          
|2 Queen Street East                                                                                                                            | Toronto | 2099       | Only a small portion of this property is subject to a ground lease (approximately 16.5% by area). We own a 25% leasehold interest in the leasehold parcel and a 25% interest in the freehold parcel.        
|Exchange Tower                                                                                                                                 | Toronto | 2115(2)    | There is one effective ground lease for a portion of this property (approximately 50% by area). We own a 50% subleasehold interest in the subleasehold parcel and a 50% interest in two freehold parcels.   
|Notes:                                                                                                                                        
|(1)	Ground lessee has the option to extend the ground lease for an additional 30 years to 2073.                                               
|(2)	Ground sublessee has 73 consecutive options to extend the ground sublease, each for a term of 10 years and 6 months, to November 30, 2881.



We are dependent
on Brookfield Office Properties Canada LP.



We are dependent on the business of Brookfield
Office Properties Canada LP through our ownership of Class A limited partnership units of Brookfield Office Properties Canada
LP (“Class A LP Units”). The cash distributions to holders of our trust units are dependent on the ability of
Brookfield Office Properties Canada LP to pay distributions on the Class A LP Units. The ability of Brookfield Office
Properties Canada LP to pay distributions or make other payments or advances to us may be subject to contractual restrictions contained
in any instruments governing the indebtedness of Brookfield Office Properties Canada LP or its subsidiaries, and is also dependent
on the ability of Brookfield Office Properties Canada LP’s subsidiaries to pay distributions or make other payments or advances
to Brookfield Office Properties Canada LP.



The price
of our trust units may be unpredictable and volatile.



The prices at which our trust units trade
cannot be predicted. The market price of our trust units could be subject to significant fluctuations in response to variations
in quarterly operating results, distributions and other factors beyond our control. In addition, the securities markets have experienced
significant price and volume fluctuations from time to time in recent years that often have been unrelated or disproportionate
to the operating performance of particular issuers. These broad fluctuations may adversely affect the market price of our trust
units. In addition, our perceived creditworthiness may affect the market price or value and the liquidity of our trust units.



Our trust
units are not deposits and do not have certain rights that are afforded to holders of common shares under corporate law statutes.



Our trust units are not be “deposits”
within the meaning of the Canada Deposit Insurance Corporation Act and are not insured under the provisions of that Act
or any other legislation. Furthermore, BOX is not a trust company and, accordingly, is not registered under any trust and loan
company legislation as it does not carry on or intend to carry on the business of a trust company. In addition, although it is
intended that BOX qualifies as a “mutual fund trust” pursuant to the Tax Act, it is not a “mutual fund”
as defined by applicable securities laws.



Holders of trust units do not have the
statutory rights normally associated with ownership of shares of a corporation including, for example, the right to bring “oppression”
or “derivative” actions or the right to dissent and to be paid the fair value of their trust units on the occurrence
of certain transactions.





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Our cash
distributions are not guaranteed.



The declaration and payment of distributions
on our trust units is at the discretion of our trustees, who support a stable and consistent distribution policy. The amount of
distributions paid in respect of our trust units depends upon numerous factors, all of which are susceptible to a number of risks
and other factors beyond our control. In addition, the composition of cash distributions for tax purposes may change over time
and may affect the after tax return for holders of trust units.



Our ability to make distributions or make
other payments or advances is subject to applicable laws and contractual restrictions contained in the instruments governing our
indebtedness. The degree to which we are leveraged could have important consequences to the holders of our trust units, including:
(a) that our ability to obtain additional financing in the future for working capital, capital expenditures or acquisitions
may be limited; (b) that a significant portion of our cash flow from operations may be dedicated to the payment of the principal
of, and interest on, our indebtedness, thereby reducing funds available for future distributions and causing taxable income for
holders of trust units to exceed cash distributions; (c) that certain of our borrowings will be at variable rates of interest,
which exposes us to the risk of increased interest rates; and (d) that we may be more vulnerable to economic downturns and
be limited in our ability to withstand competitive pressures.



Our trust
units are structurally subordinated to our obligations to certain of our creditors.



In the event of our bankruptcy, liquidation
or reorganization, holders of certain of their indebtedness and certain trade creditors will generally be entitled to payment of
their claims from our assets before any assets are made available for distribution to the holders of our trust units. Our trust
units are effectively subordinated to most of the indebtedness and our other liabilities. We are not limited in our ability to
incur additional secured or unsecured indebtedness.



Capital expenditures
of Brookfield Office Properties Canada LP directly affect cash available for distribution.



The timing and amount of capital expenditures
by Brookfield Office Properties Canada LP directly affect the amount of cash available for distribution to holders of our trust
units. Distributions to holders may be reduced, or even eliminated, at times when our trustees deem it necessary to make significant
capital or other expenditures.



Our distributions may be dependent upon
the ability of Brookfield Office Properties Canada LP to fund a portion of its capital expenditures and working capital with cash
generated from operations. We may be required to reduce distributions or sell additional trust units in order to accommodate these
items. There can be no assurance that sufficient capital will be available on acceptable terms to us for necessary or desirable
capital expenditures or that the amount required will be the same as currently estimated.



Our Declaration
of Trust limits ownership of our trust units by Non-Residents, which may limit liquidity of our trust units.



The Declaration of Trust imposes various
restrictions on unitholders. Persons who are not an individual or corporation who is a resident of Canada nor a Canadian partnership
for the purposes of the Tax Act (both, “Non-Residents”) are prohibited from collectively beneficially owning more than
49% of our outstanding trust units on a basic or fully diluted basis. These restrictions may limit (or inhibit the exercise of)
the rights of certain persons, including Non-Residents and partnerships, to acquire trust units, to exercise their rights as unitholders
and to initiate and complete take-over bids in respect of our trust units. As a result, these restrictions may limit the demand
for trust units from certain unitholders and other investors and thereby adversely affect the liquidity and market value of our
trust units held by the public.



We may issue
additional trust units, which may dilute the interests of our existing unitholders.



The Declaration of Trust authorizes us
to issue an unlimited number of trust units for the consideration and on such terms and conditions as are established by our trustees
without any approval of our unitholders. Unitholders have no pre-emptive rights in connection with such further issues. Any further
issuance of trust units will dilute the interests of our existing unitholders.



In addition, subject to certain restrictions,
Brookfield Office Properties Canada LP is permitted to issue additional partnership units for any consideration and on any terms
and conditions. Any further issuance of partnership units will dilute the indirect interest of existing holders of trust units
in Brookfield Office Properties Canada LP and any further issuance of Class B LP Units will dilute the interests of existing
holders of trust units.







|| Brookfield Canada Office Properties | 2013 Annual Information Form | 25
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Future sales
of our trust units could adversely affect the market price of the trust units.



The sale of a substantial number of trust
units in the public market or otherwise by BPO or its affiliates or other significant holders of trust units could adversely affect
the prevailing market price of our trust units and could impair our ability to raise additional capital through an offering of
our equity securities. If BPO or its affiliates or other significant holders of trust units sell a large number of trust units
over a short period of time, or if investors anticipate large sales of trust units over a short period of time, this could materially
affect the trading price of our trust units.



Liability
of unitholders may not be limited.



The Declaration of Trust provides that
no unitholder is subject to any liability whatsoever to any person in connection with holding trust units. The Trust Beneficiaries’
Liability Act (Ontario) provides that unitholders are not liable, as beneficiaries of a trust, for any of our or our trustees’
acts, defaults, obligations or liabilities. That statute has not yet been judicially considered and it is possible that reliance
on that act by a unitholder could be successfully challenged on jurisdictional or other grounds.



Our trust
units may cease to be qualified investments under the Tax Act and BOX may cease to be a mutual fund trust under the Tax Act.



There can be no assurance that our trust
units will continue to be qualified investments under the Tax Act for trusts governed by registered retirement savings plans,
registered income funds, deferred profit sharing plans, registered education savings plans, registered disability savings plans
and tax free savings accounts, each as defined in the Tax Act (collectively “Plans”). The Tax Act imposes penalties
or other tax consequences for the acquisition or holding of non-qualified investments for Plans.



There can be no assurance that Canadian
federal income tax laws and administrative policies respecting the treatment of mutual fund trusts will not be changed in a manner
that adversely affects holders of trust units. If BOX ceases to qualify as a “mutual fund trust” under the Tax Act,
the income tax considerations could be materially and adversely different in certain respects.



In order for BOX to maintain its status
as a mutual fund trust under the Tax Act, it must not be established or maintained primarily for the benefit of Non-Residents.
If certain tax proposals released on September 16, 2004 are enacted as proposed (the ‘‘September 16th Tax Proposals’’),
BOX would cease to qualify as a ‘‘mutual fund trust’’ for purposes of the Tax Act if, at any time after
2004, the fair market value of all trust units held by Non-Residents is more than 50% of the fair market value of all issued and
outstanding trust units unless not more than 10% (based on fair market value) of BOX’s property is at any time ‘‘taxable
Canadian property’’ within the meaning of the Tax Act and certain other types of specified property. Restrictions on
the ownership of trust units are intended to limit the number of trust units held by Non-Residents, such that Non-Residents may
not own trust units representing more than 50% of the fair market value of all trust units. The September 16th Tax Proposals were
not included in Bill C-52, which received Royal Assent on June 22, 2007.



We are not, and do not intend to
become, regulated as an investment company under the U.S. Investment Company Act of 1940 (and similar legislation in other jurisdictions)
and if we were deemed an “investment company” under the U.S. Investment Company Act of 1940, applicable restrictions
would make it impractical for us to operate as contemplated.



The U.S. Investment Company Act of 1940
and the rules thereunder (and similar legislation in other jurisdictions) provide certain protections to investors and impose certain
restrictions on companies that are registered as investment companies. Among other things, such rules limit or prohibit transactions
with affiliates, impose limitations on the issuance of debt and equity securities and impose certain governance requirements. We
have not been and do not intend to become regulated as an investment company and we intend to conduct our activities so we will
not be deemed to be an investment company under the U.S. Investment Company Act of 1940 (and similar legislation in other jurisdictions).
In order to ensure that we are not deemed to be an investment company, we may be required to materially restrict or limit the scope
of our operations or plans, we will be limited in the types of acquisitions that we may make and we may need to modify our organizational
structure or dispose of assets that we would not otherwise dispose of. Moreover, if anything were to happen which would potentially
cause us to be deemed an investment company under the U.S. Investment Company Act of 1940, it would be impractical for us to operate
as intended, agreements and arrangements between and among us and BPO would be impaired and our business, financial condition and
results of operations would be materially adversely affected. Accordingly, we would be required to take extraordinary steps to
address the situation, such as the amendment or termination of the Management Agreements (as defined below), the restructuring
of the Trust and our subsidiary entities, the amendment of our Declaration of Trust or the termination of our trust, any of which
would materially adversely affect the value of our trust units. In addition, if we were deemed to be an investment company under
the U.S. Investment Company Act of 1940, we would be taxable as a corporation for U.S. federal income tax purposes, and such treatment
would materially adversely affect the value of our trust units.







|| Brookfield Canada Office Properties | 2013 Annual Information Form | 26
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DISTRIBUTIONS AND DISTRIBUTION POLICY



The declaration and payment of distributions
on our trust units is at the discretion of our trustees, who support a stable and consistent distribution policy.



Our current policy is to pay distributions
on our trust units monthly and to assess the appropriateness of a change in the amount of our distributions in accordance with
changes in reported cash flow. In any event, we intend, subject to our trustees’ discretion, to distribute to our unitholders
a sufficient amount of distributions so that we will not have any liability for tax under Part I of the Tax Act in any
taxation year.



We have implemented a distribution reinvestment
plan which allows certain Canadian resident unitholders to elect to have their cash distributions reinvested in additional trust
units. No brokerage commissions or service charges are payable in connection with the purchase of trust units under the distribution
reinvestment plan and we pay all administrative costs. The automatic reinvestment of distributions under the distribution reinvestment
plan does not relieve holders of trust units of any income tax applicable to such distributions.







Historical Dividend Payments on BPP
Common Shares and Distributions on BOX Trust Units



A complete record of distributions per
unit paid on our trust units and the common shares of BPP for the past three years is as follows:



|                                                  | 2012  | 2011  | May 1, 2010 – December 31, 2010 | January 1-March 31, 2010
|------------------------------------------------- | ----- | ----- | ------------------------------- | ------------------------
|Per BOX trust unit                                | $1.11 | $1.08 | $0.64                           | —                       
|Per BPP Common Share (excluding special dividend) | —     | —     | —                               | $0.10                   
|Total                                             | $1.11 | $1.08 | $0.64                           | $0.10                   







|| Brookfield Canada Office Properties | 2013 Annual Information Form | 27
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DESCRIPTION OF BROOKFIELD CANADA OFFICE
PROPERTIES



The following is a summary of the material
terms attached to our trust units and certain provisions included in our Declaration of Trust. This summary is qualified in its
entirety by reference to all of the provisions of the Declaration of Trust, which is available on SEDAR at www.sedar.com.



Authorized Capital
and Outstanding Securities



The Declaration of Trust authorizes the
issuance of an unlimited number of two classes of units: “trust units” and “special voting units”.
Special voting units are only issued in tandem with the issuance of Class B LP Units. As of the date hereof, we had a
total of 26,139,678 trust units outstanding and 67,088,022 special voting units outstanding.



The trust units are not “deposits”
within the meaning of the Canada Deposit Insurance Corporation Act and will not be insured under the provisions of such
Act or any other legislation. Furthermore, BOX is not a trust company and, accordingly, is not registered under any trust and loan
company legislation as it does not carry on nor does it intend to carry on the business of a trust company.



Trust
Units



Each trust unit is transferable and represents
an equal, undivided beneficial interest in BOX and any of our distributions, whether of net income, net realized capital gains
or other amounts, and, in the event of our termination or winding-up, in our net assets remaining after satisfaction of all liabilities.
All trust units rank among themselves equally and rateably without discrimination, preference or priority. Each trust unit entitles
the holder thereof to one vote at all meetings of unitholders or in respect of any written resolution of unitholders.



Holders of our trust units are entitled
to receive our distributions (whether of net income, net realized capital gains or other amounts) if, as and when declared by our
trustees. Upon our termination or winding-up, holders of our trust units will participate equally with respect to the distribution
of our remaining assets after payment of all of our liabilities. Such distribution may be made in cash, as a distribution in kind,
or both, all as our trustees in their sole discretion may determine. Our trust units have no conversion, retraction or redemption
rights. No person is entitled, as a matter of right, to any pre-emptive right to subscribe for or acquire any trust unit, except
as set out in the Exchange and Support Agreement, or as we otherwise agree pursuant to a binding agreement in writing.



Special
Voting Units



Special voting units are only issued in
tandem with Class B LP Units and are not transferable separately from the Class B LP Units to which they relate
and upon any transfer of Class B LP Units, such special voting units will automatically be transferred to the transferee
of the Class B LP Units. As Class B LP Units are exchanged for trust units or purchased for cancellation by
Brookfield Office Properties Canada LP, the corresponding special voting units will be cancelled for no consideration.



Each special voting unit entitles the holder
thereof to one vote at all meetings of unitholders or in respect of any resolution in writing of unitholders. Except for the right
to attend and vote at meetings of our unitholders or in respect of written resolutions of our unitholders, special voting units
do not confer upon the holders thereof any other rights. A special voting unit does not entitle its holder to any economic interest
in BOX, or to any interest or share in BOX, any of our distributions (whether of net income, net realized capital gains or other
amounts) or in any of our net assets in the event of our termination or winding-up.



Issuance of Trust Units



Trust units or rights to acquire trust
units or other securities may be created, issued and sold at such times, to such persons, for such consideration and on such terms
and conditions as our trustees determine, including pursuant to a rights plan, distribution reinvestment plan, purchase plan or
any incentive option or other compensation plan. Trust units will be issued only when fully paid in money, property or past services,
and they will not be subject to future calls or assessments, provided that trust units may be issued and sold on an installment
basis and we may take security over any such trust units so issued. Where our trustees determine that we do not have available
cash in an amount sufficient to pay the full amount of any distribution, the payment may, at the option of our trustees, include
or consist entirely of the issuance of additional trust units having a fair market value determined by the trustees equal to the
difference between the amount of the distribution and the amount of cash that has been determined by our trustees to be available
for the payment of such distribution. These additional trust units will be issued pursuant to applicable exemptions under applicable
securities laws, discretionary exemptions granted by applicable securities regulatory authorities or a prospectus or similar filing.
The Declaration of Trust also provides that unless our trustees determine otherwise, and subject to all necessary regulatory approvals,
immediately after any pro rata distribution of additional trust units to all holders of our trust units as described above, the
number of outstanding trust units will automatically be consolidated such that each unitholder will hold after the consolidation
the same number of trust units as the unitholder held before the distribution of such additional trust units. In such circumstances,
each certificate representing a number of trust units prior to the distribution of additional trust units will be deemed to represent
the same number of trust units after the distribution of such additional trust units and the consolidation. If tax is required
to be withheld from a unitholder’s share of the distribution, the consolidation will not result in such unitholder holding
the same number of trust units. Each such unitholder will be required to surrender the certificates, if any, representing that
unitholder’s original trust units in exchange for a certificate representing that unitholder’s post consolidation trust
units.







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The trustees may refuse to allow the issuance
of or to register the transfer of any of our trust units where such issuance or transfer would, in their opinion, adversely affect
the treatment of BOX under applicable Canadian tax laws or their qualification to carry on any relevant business. See “–
Limitations on Non-Resident Ownership of Trust Units”.



Repurchase of Trust
Units



We may, from time to time, purchase all
or a portion of our trust units for cancellation at a price per trust unit and on a basis determined by our trustees in accordance
with applicable securities laws and stock exchange rules.



Limitations on Non-Resident
Ownership of Trust Units



In order for BOX to maintain its status
as a mutual fund trust under the Tax Act, it must not be established or maintained primarily for the benefit of Non-Residents.
Accordingly, the Declaration of Trust provides that at no time may Non-Residents be the beneficial owners of more than 49% of our
trust units on a basic or fully-diluted basis and we have informed our transfer agent and registrar of this restriction. Our trustees
may require a registered holder of trust units to provide them with a declaration as to the jurisdictions in which beneficial owners
of our trust units registered in such holder’s name are resident and as to whether such beneficial owners are Non-Residents
(or in the case of a partnership, whether the partnership is Non-Resident). If our trustees become aware, as a result of such declarations
as to beneficial ownership or as a result of any other investigations, that the beneficial owners of more than 49% of our trust
units on a basic or fully-diluted basis are, or may be, Non-Residents or that such a situation is imminent, our trustees may make
a public announcement thereof and will not accept a subscription for trust units from or issue or register a transfer of trust
units to a person unless the person provides a declaration in form and content satisfactory to our trustees that the person is
not a Non-Resident and does not hold such trust units for the benefit of Non-Residents. If, notwithstanding the foregoing, the
trustees determine that more than 49% of our trust units on a basic or fully-diluted basis are held by Non-Residents, our trustees
may send or cause to be sent a notice to such Non-Resident holders of our trust units chosen in inverse order to the order of acquisition
or registration or in such other manner as our trustees may consider equitable and practicable, requiring them to sell their trust
units or a portion thereof within a specified period of not more than 30 days. If the unitholders receiving such notice have
not sold the specified number of trust units or provided the trustees with satisfactory evidence that they are not Non-Residents
within such period, the trustees may on behalf of such persons sell or cause to be sold such trust units and, in the interim, will
suspend the voting and distribution rights attached to such trust units. Upon such sale, the affected holders will cease to be
holders of the relevant trust units and their rights will be limited to receiving the net proceeds of sale upon surrender of the
certificates, if any, representing such trust units.



Investment Restrictions
and Guidelines and Operating Plan



Our investment and operating activities
are limited because our operating business is carried out by Brookfield Office Properties Canada LP. The investment restrictions
and guidelines and operating policies that apply to Brookfield Office Properties Canada LP are set out under the heading “Description
of Brookfield Office Properties Canada LP – Investment Restrictions and Guidelines and Operating Policies”.



Investment
Restrictions and Guidelines of BOX



The Declaration of Trust provides that
our assets may be invested, directly or indirectly, only in accordance with the following investment restrictions and guidelines:



| | (i) | subject to (iii), we may invest, directly or indirectly, in:
| | --- | ------------------------------------------------------------



| | · | interests (including fee ownership and leasehold interest) in income producing real property; and
| | - | -------------------------------------------------------------------------------------------------











|| Brookfield Canada Office Properties | 2013 Annual Information Form | 29
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| | · | corporations, trusts, partnerships or other persons that principally have interests (including
the ownership of leasehold interests) in income producing real property;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | except for temporary investments held in cash, deposits with a Canadian chartered bank or trust
company registered under the laws of Canada or of a province of Canada, short term government debt securities, or receivables under
installment receipt agreements or money market instruments of, or guaranteed by, a Canadian bank listed on Schedule I to the
Bank Act(Canada) maturing prior to one year from the date of issue or except as permitted pursuant to (i), we
may not hold securities other than securities of Brookfield Office Properties Canada LP, BOPC GP Inc., an entity wholly-owned
by Brookfield Office Properties Canada LP and/or a subsidiary formed and operated solely for the purpose of holding a particular
real property or real properties or managing real property or real properties or some or all of the receivables under installment
receipt agreements;
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | we will not make or permit a subsidiary to make any investment, take any action or omit to take
any action that would result in:
| | ----- | --------------------------------------------------------------------------------------------------------------------------------



| | · | BOX failing or ceasing to qualify as a “unit trust”, “mutual fund trust”
or “real estate investment trust” within the meaning of the Tax Act; or
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------



| | · | our trust units being disqualified for investment by Plans; and
| | - | ---------------------------------------------------------------



| | (iv) | we may, directly or indirectly, invest in such other assets and conduct such other activities as
are consistent with our other investment restrictions and guidelines.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



Operating
Plan of Brookfield Canada Office Properties



The Declaration of Trust requires our trustees
to establish an operating plan relating to our operations and affairs (which plan will comply with the guidelines and policies
contained in the Declaration of Trust, including the investment restrictions and guidelines) and to review such operating plan
from time to time and modify the same to the extent that the trustees determine that to do so would be prudent and in our best
interests and those of our unitholders. Without limiting the generality of the foregoing, the operating plan adopted by our trustees
from time to time may include guidelines for valuations, property appraisals, level and type of insurance coverage, means to ensure
compliance with environmental legislation and regulations pertaining to our assets and means to ensure compliance with all laws,
regulations and policies applicable to our assets or to us.



Trustees



The Declaration of Trust provides that
we will have a minimum of five and a maximum of 12 trustees, the majority of whom must be individuals who are residents of
Canada for purposes of the Tax Act (“Resident Canadians”). The number of trustees may be increased or decreased within
such limits from time to time by our unitholders by ordinary resolution or by our trustees, provided that the trustees may not,
between meetings of our unitholders, appoint an additional trustee if, after such appointment, the total number of trustees would
be greater than one and one third times the number of trustees in office immediately following our previous annual meeting of unitholders.
If at any time a majority of trustees are Non-Residents because of the death, resignation, adjudicated incompetence, removal or
change in circumstances of any trustee who was a Resident Canadian, the remaining trustees, whether or not they constitute a quorum,
will appoint a sufficient number of Resident Canadian trustees to comply with the requirement that a majority of our trustees will
be at all times Resident Canadians.



The Declaration of Trust provides that,
subject to its terms and conditions, our trustees have, without further authorization and free from any control or direction on
the part of our unitholders, full, absolute and exclusive power, control and authority over our assets and affairs to the same
extent as if the trustees were the sole and absolute beneficial owners of our assets, to do all acts and things as in their sole
and absolute judgment and discretion are necessary or incidental to, or desirable for, carrying out any of our purposes or conducting
our affairs.



Trustees are elected at each annual meeting
of unitholders to hold office for a term expiring at the close of the next annual meeting. The Declaration of Trust provides that
a trustee may resign at any time upon written notice to the Chair of the board of trustees or, if there is no Chair, our President.
A trustee may be removed at any time with or without cause by an ordinary resolution of our unitholders at a meeting of unitholders
or by the written consent of unitholders holding in the aggregate not less than a majority of our outstanding units or with cause
by a resolution passed by two thirds of the other trustees.







|| Brookfield Canada Office Properties | 2013 Annual Information Form | 30
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The Declaration of Trust provides that
our trustees will act honestly and in good faith with a view to our best interests and those of our unitholders and, in connection
with that duty, will exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
A trustee will not be liable in carrying out his or her duties under the Declaration of Trust except in cases where a trustee fails
to act honestly and in good faith with a view to our best interests and those of our unitholders or to exercise the care, diligence
and skill that a reasonably prudent person would exercise in comparable circumstances.



Committees



The Declaration of Trust requires that
our trustees appoint a Governance and Nominating Committee and an Audit Committee. In addition, the trustees may create such additional
committees as they, in their discretion, determine to be necessary or desirable for the purposes of properly governing our affairs.
The trustees may not delegate to any committee any powers or authority in respect of which a board of directors of a corporation
governed by the CBCA would not be entitled to delegate.



Conflicts of Interest



The Declaration of Trust provides that
conflicts of interest and potential conflicts of interest that are approved by a majority of our independent trustees (within the
meaning of the Declaration of Trust) are deemed to be approved by all of our trustees. The Declaration of Trust further provides
that our independent trustees may grant approvals for any matters that may give rise to a conflict of interest or potential conflict
of interest pursuant to guidelines, policies or procedures adopted by the independent trustees from time to time and if and to
the extent that such matters are permitted by those guidelines, policies or procedures, no further special approval will be required
in connection with such matter permitted thereby.



Meetings of Unitholders



The Declaration of Trust provides that
meetings of our unitholders will be called and held annually for the election of our trustees and the appointment of our auditors
for the ensuing year, the presentation of our consolidated financial statements for the immediately preceding fiscal year, and
the transaction of such other business as our trustees may determine or as may be properly brought before the meeting.



A meeting of our unitholders may be convened
by the trustees at any time and for any purpose and must be convened, except in certain circumstances, if requisitioned by the
holders of not less than 10% of our units then outstanding by a written requisition. A requisition must state in reasonable detail
the business proposed to be transacted at the meeting.



Unitholders may attend and vote at all
meetings of our unitholders either in person or by proxy and a proxyholder need not be a unitholder. Two persons present in person
or represented by proxy and representing in total at least 10% of the votes attached to all outstanding units will constitute a
quorum for the transaction of business at all meetings.



The Declaration of Trust contains provisions
as to the notice required and other procedures with respect to the calling and holding of meetings of our unitholders similar to
those required under the Canadian Business Corporations Act (the “CBCA”).



Amendments to the Declaration
of Trust and Other Documents



The Declaration of Trust, except where
specifically provided otherwise, may only be amended by the approval of a majority of the votes cast by our unitholders at a meeting
called for that purpose or the written approval of our unitholders holding a majority of the outstanding units. Notwithstanding
the foregoing, the following amendments will require the approval of at least two-thirds of the votes cast by our unitholders at
a meeting of unitholders called for that purpose or the written approval of unitholders holding more than two-thirds of the outstanding
units:



| | (i) | an exchange, reclassification or cancellation of all or part of our trust units or special voting
units;
| | --- | --------------------------------------------------------------------------------------------------------



| | (ii) | the change or removal of the rights, privileges, restrictions or conditions attached to our trust
units or special voting units, including, without limitation,
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the removal or change of rights to distributions; or
| | - | ----------------------------------------------------



| | · | the removal of or change to conversion privileges, redemption privileges, voting, transfer or pre-emptive
rights;
| | - | -----------------------------------------------------------------------------------------------------------------



| | (iii) | the creation of new rights or privileges attaching to certain of our trust units or special voting
units; and
| | ----- | -------------------------------------------------------------------------------------------------------------







|| Brookfield Canada Office Properties | 2013 Annual Information Form | 31
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| | (iv) | any change to the existing constraints on the issue, transfer or ownership of our trust units or
special voting units.
| | ---- | ----------------------------------------------------------------------------------------------------------------------



A majority of our trustees may, however,
without the approval of our unitholders, make certain amendments to the Declaration of Trust, including amendments for the purpose
of:



| | (i) | ensuring continuing compliance with applicable laws, regulations, requirements or policies of any
governmental authority having jurisdiction over the trustees, BOX or the distribution of our trust units or special voting units;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | providing additional protection or added benefits which are, in the opinion of our trustees, necessary
to maintain the rights of our unitholders set out in the Declaration of Trust;
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | removing any conflicts or inconsistencies in the Declaration of Trust or making corrections which
are, in the opinion of our trustees, necessary or desirable and not prejudicial to our unitholders;
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | making amendments which are, in the opinion of the trustees, necessary or desirable to remove conflicts
or inconsistencies between the disclosure in our management proxy circular filed in connection with the Transaction and the Declaration
of Trust;
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (v) | making amendments of a minor or clerical nature or to correct typographical mistakes, ambiguities
or manifest errors, which amendments are, in the opinion of our trustees, necessary or desirable and not prejudicial to the unitholders;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (vi) | making amendments which are, in the opinion of the trustees, necessary or desirable as a result
of changes in taxation or other laws or accounting standards from time to time which may affect us or our unitholders; or
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (vii) | implementing a distribution reinvestment plan or any amendment to such plan.
| | ----- | ----------------------------------------------------------------------------



In no event will our trustees amend the
Declaration of Trust if such amendment would amend unitholders’ voting rights or cause BOX to fail to qualify as a “mutual
fund trust”, “real estate investment trust” or “unit trust” under the Tax Act.



In addition, we will not agree to or approve
any change to the Limited Partnership Agreement or the Exchange and Support Agreement without the approval of at least two-thirds
of the votes cast by our unitholders at a meeting of unitholders called for that purpose or the written approval of our unitholders
holding more than two-thirds of our outstanding units. Notwithstanding the foregoing, we may agree to or approve any change to
the Limited Partnership Agreement or the Exchange and Support Agreement without the approval of our unitholders for the purpose
of:



| | (i) | providing a distribution reinvestment entitlement to the holders of Class B LP Units
that is substantially equivalent to the distribution reinvestment entitlement provided by any distribution reinvestment plan to
our unitholders;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | ensuring continuing compliance with applicable laws (including the Tax Act and maintaining
the status of BOX as a “unit trust”, “mutual fund trust” and a “real estate investment trust”)
regulations, requirements or policies of any governmental authority having jurisdiction over Brookfield Office Properties Canada
LP, or over the distribution of Class A LP Units or Class B LP Units;
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | providing additional protection or added benefits which are, in the opinion of our trustees, necessary
to maintain the rights of the holders of Class A LP Units or Class B LP Units set out in the Limited Partnership
Agreement or the rights of the parties to the Exchange and Support Agreement, as applicable;
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | removing any conflicts or inconsistencies in the Limited Partnership Agreement or the Exchange
and Support Agreement or making corrections, including the rectification of any ambiguities, defective provisions, errors, mistakes
or omissions, which are, in the opinion of our trustees, necessary or desirable and not prejudicial to the holders of Class A
LP Units or Class B LP Units or the parties to the Exchange and Support Agreement, as applicable;
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (v) | making amendments which are, in the opinion of our trustees, necessary or desirable to remove conflicts
or inconsistencies between the disclosure in our management proxy circular filed in connection with the Transaction and the Limited
Partnership Agreement or the Exchange and Support Agreement;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







|| Brookfield Canada Office Properties | 2013 Annual Information Form | 32
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| | (vi) | making amendments of a minor or clerical nature or to correct typographical mistakes, ambiguities
or manifest omissions or errors, which amendments are, in the opinion of our trustees, necessary or desirable and not prejudicial
to the holders of Class A LP Units or Class B LP Units or the parties to the Exchange and Support Agreement,
as applicable; or
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (vii) | making amendments which are, in the opinion of our trustees, necessary or desirable as a result
of changes in taxation or other laws or accounting standards that may affect Brookfield Office Properties Canada LP or the holders
of Class A LP Units or Class B LP Units.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Take-Over Bids



The Declaration of Trust contains provisions
to the effect that if a take-over bid is made for our trust units and not less than 90% of our trust units (including trust units
issuable on the exchange of any exchangeable securities, including Class B LP Units, but excluding trust units held at
the date of the take-over bid by or on behalf of the offeror or associates or affiliates of the offeror or those acting jointly
or in concert with them) are taken up and paid for by the offeror, the offeror will be entitled to acquire our trust units held
by holders who did not accept the take-over bid on the terms on which the offeror acquired trust units from holders who accepted
the take-over bid.



Information and Reports



Prior to each meeting of our unitholders,
our trustees will provide to the unitholders (along with notice of the meeting) information similar to that required to be provided
to shareholders of a corporation governed by the CBCA.



Rights of Unitholders



The rights of our unitholders and the attributes
of our units are established and governed by the Declaration of Trust. Although the Declaration of Trust confers upon a unitholder
many of the same protections, rights and remedies as an investor would have as a shareholder of a corporation governed by the CBCA,
significant differences exist, some of which are described below.



Many of the provisions of the CBCA respecting
the governance and management of a corporation are incorporated in the Declaration of Trust. For example, our unitholders are entitled
to exercise voting rights in respect of their holdings of units in a manner comparable to shareholders of a CBCA corporation and
to elect our trustees and our auditors. The Declaration of Trust also includes provisions modeled after comparable provisions of
the CBCA dealing with the calling and holding of meetings of unitholders and trustees, the quorum for and procedures at such meetings
and the right of our unitholders to participate in the decision making process where certain fundamental actions are proposed to
be undertaken. The matters in respect of which approval by our unitholders is required under the Declaration of Trust are generally
less extensive than the rights conferred on the shareholders of a CBCA corporation, but effectively extend to certain fundamental
actions that may be undertaken by our subsidiaries. These approval rights are supplemented by provisions of applicable securities
laws that are generally applicable to issuers (whether corporations, trusts or other entities) that are “reporting issuers”
or the equivalent or are listed on the TSX.



Unitholders do not have recourse to a dissent
right under which shareholders of a CBCA corporation are entitled to receive the fair value of their shares where certain fundamental
changes affecting the corporation are undertaken (such as an amalgamation, a continuance under the laws of another jurisdiction,
the sale of all or substantially all of its property, a going private transaction or the addition, change or removal of provisions
restricting: (a) the business or businesses that the corporation can carry on; or (b) the issue, transfer or ownership
of shares). Unitholders similarly do not have recourse to the statutory oppression remedy that is available to shareholders of
a CBCA corporation where the corporation undertakes actions that are oppressive, unfairly prejudicial or which disregard the interests
of securityholders and certain other parties. Shareholders of a CBCA corporation may also apply to a court for the appointment
of an inspector to investigate the manner in which the business of the corporation and its affiliates is being carried on where
there is reason to believe that fraudulent, dishonest or oppressive conduct has occurred. The Declaration of Trust does not include
a comparable right. The CBCA also permits shareholders to bring or intervene in derivative actions in the name of a corporation
or any of its subsidiaries, with the leave of a court. The Declaration of Trust does not include a comparable right.







|| Brookfield Canada Office Properties | 2013 Annual Information Form | 33
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DESCRIPTION OF BROOKFIELD OFFICE PROPERTIES
CANADA LP



The following is a summary of the material
terms attached to the Class A LP Units and Class B LP Units and certain other terms included in the Limited
Partnership Agreement. This summary is qualified in its entirety by reference to all of the provisions of the Limited Partnership
Agreement, which is available on SEDAR at www.sedar.com.



General Partner



BOPC GP Inc. is the general partner
of Brookfield Office Properties Canada LP. BOPC GP Inc. is a corporation incorporated under the laws of Canada. BOPC GP Inc.
is a direct wholly-owned subsidiary of BOX. The board of directors of BOPC GP Inc. will at all times be comprised of
all of the individuals who are from time to time serving as our trustees.



As general partner of Brookfield Office
Properties Canada LP, BOPC GP Inc. has full power and exclusive authority to administer, manage, control and operate
the operations, affairs and business of Brookfield Office Properties Canada LP and to bind Brookfield Office Properties Canada
LP. The Limited Partnership Agreement provides that all material transactions and agreements involving Brookfield Office Properties
Canada LP must be approved by BOPC GP Inc.’s board of directors. BOPC GP Inc. is required to exercise
its powers and discharge its duties honestly, in good faith and in the best interests of Brookfield Office Properties Canada LP
and to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
BOPC GP Inc. has unlimited liability for the obligations of Brookfield Office Properties Canada LP.



Authorized Capital



Brookfield Office Properties Canada LP
is authorized to issue the general partner interest, an unlimited number of Class A LP Units and Class B LP Units
and, subject to certain restrictions, such other classes of partnership interests as BOPC GP Inc. may decide from time
to time. We hold all of the outstanding Class A LP Units and BPO indirectly holds all of the outstanding Class B
LP Units.



Class A
LP Units



The holders of the Class A LP Units
are entitled to receive notice of, to attend and to vote at all meetings of the partners of Brookfield Office Properties Canada
LP on the basis of one vote for each unit held. Holders of Class A LP Units are entitled to receive distributions when
declared by Brookfield Office Properties Canada LP equal to, on a per unit basis, the amount of distributions declared on the Class B
LP Units. In the event of the liquidation, dissolution or winding-up of Brookfield Office Properties Canada LP or any other
distribution of the assets of Brookfield Office Properties Canada LP among the holders of the units for the purpose of winding-up
its affairs, holders of Class A LP Units will participate equally with the holders of Class B LP Units in any
distribution of the assets of Brookfield Office Properties Canada LP.



As long as any Class A LP Units
are outstanding, Brookfield Office Properties Canada LP may not, without the approval of the holders of the Class A LP Units,
create a new class of interests in Brookfield Office Properties Canada LP that would rank, in any manner, equal to or superior
to such Class A LP Units with respect to one or more individual characteristics or rights attaching to the Class A
LP Units.



Class B
LP Units



Each Class B LP Unit is accompanied
by one of our special voting units which entitles the holder thereof to receive notice of, to attend and to vote at all meetings
of our unitholders. Each Class B LP Unit, together with the accompanying special voting unit, has economic and voting
rights equivalent in all material respects to one of our trust units.



Except as required by law and in certain
specified circumstances where the rights of a holder of Class B LP Units are affected, holders of Class B LP Units
are not entitled to vote at meetings of the partners of Brookfield Office Properties Canada LP.



The holders of the Class B LP Units
are entitled to receive distributions when declared by Brookfield Office Properties Canada LP. Subject to certain limitations contained
in the Limited Partnership Agreement, holders of Class B LP Units are entitled to receive distributions equal to, on
a per unit basis, the amount of distributions declared on one of our trust units. In the event of the liquidation, dissolution
or winding-up of Brookfield Office Properties Canada LP or any other distribution of the assets of Brookfield Office Properties
Canada LP among the holders of the units for the purpose of winding-up its affairs, holders of Class B LP Units and Class A
LP Units will participate equally in any distribution of the assets of Brookfield Office Properties Canada LP. A holder of
Class B LP Units may not transfer any of its Class B LP Units other than to an affiliate.







|| Brookfield Canada Office Properties | 2013 Annual Information Form | 34
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The Class B LP Units are exchangeable,
on a one-for-one basis (subject to customary anti-dilution provisions) for our trust units at the option of the holder at any time
unless such exchange would, in the opinion of our trustees, jeopardize BOX’s status as a “unit trust”, “mutual
fund trust” or “real estate investment trust” under the Tax Act. Upon the exchange of Class B LP Units
for trust units, the corresponding special voting units will immediately be cancelled without any further action of our trustees.



As long as any Class B LP Units
are outstanding, Brookfield Office Properties Canada LP may not, without the approval of the holders of the Class B LP Units,
create a new class of interests in Brookfield Office Properties Canada LP which would rank, in any manner, equal to or superior
to such Class B LP Units with respect to one or more individual characteristics or rights attaching to the Class B
LP Units.



Offers, Issuer Bids
and Take-Over Bids



The Declaration
of Trust and the Exchange and Support Agreement provide that if an offer, issuer bid (other than an exempt issuer bid), take-over
bid (other than an exempt take-over bid) or similar transaction with respect to the trust units is proposed by us or is proposed
to us or to holders of our trust units, and is recommended by our trustees, or is otherwise effected or to be effected with or
without the consent or approval of our trustees, and the Class B LP Units are not exchanged for trust units in accordance
with their terms and the Exchange and Support Agreement, we will, to the extent possible in the circumstances, expeditiously and
in good faith, take all such commercially reasonable actions and do all such commercially reasonable things as are necessary or
desirable to enable and permit holders of those Class B LP Units to participate in such offer to the same extent and
on an economically equivalent basis as the holders of our trust units, without discrimination. Without limiting the generality
of the foregoing, we will, to the extent possible in the circumstances, expeditiously and in good faith, use commercially reasonable
efforts to ensure that holders of Class B LP Units may participate in all such offers without being required to exercise
their right to exchange those units (or, if so required, to ensure that any such exchange will be effective only upon, and will
be conditional upon, the successful closing of the offer and only to the extent necessary
to tender to or deposit under the offer).



Distributions



Brookfield Office Properties Canada LP
will distribute to BOPC GP Inc. and to the limited partners holding Class A LP Units and Class B LP Units
distributable cash as set out below. Distributions will be made forthwith after BOPC GP Inc. determines the distributable
cash of Brookfield Office Properties Canada LP and determines the amount of all costs and expenses incurred by it in the performance
of its duties under the Limited Partnership Agreement (the “Reimbursement Distribution Amount”). Distributable cash
will represent, in general, all of Brookfield Office Properties Canada LP’s cash on hand that is derived from any source
(other than amounts received in connection with the subscription for additional interests in Brookfield Office Properties Canada
LP) and that is determined by BOPC GP Inc. not to be required in connection with the business of Brookfield Office Properties
Canada LP. The amount will be determined by BOPC GP Inc. in a manner analogous to the manner in which we calculate our
distributions. Following that determination, the distributable cash of Brookfield Office Properties Canada LP will be distributed
as follows: (a) the Reimbursement Distribution Amount to BOPC GP Inc.; (b) an amount to us sufficient to allow
us to pay our expenses (including, without limitation, any fees or commissions payable to agents or underwriters in connection
with the sale of our securities) on a timely basis; (c) an amount to BOPC GP Inc. equal to 0.01% of the balance
of the distributable cash of Brookfield Office Properties Canada LP; and (d) an amount on each Class A LP Unit and Class B
LP Unit to the holders of such units equal to the amount of the distribution declared on each trust unit. The record date
and the payment date for any distribution declared on the Class B LP Units will be the same as those for our trust units.



In lieu of receiving all or a portion (the
“Selected Amount”) of the distribution declared by Brookfield Office Properties Canada LP, the holders of Class B
LP Units may choose to be loaned an amount from Brookfield Office Properties Canada LP equal to the Selected Amount, and to
have the distribution of the Selected Amount made to it on the first business day following the end of the fiscal year in which
such distribution would otherwise have been made. Each such loan made in a fiscal year will not bear interest and will be due and
payable in full on the first business day following the end of the fiscal year during which the loan was made.



Investment Restrictions
and Guidelines and Operating Policies



Investment
Restrictions and Guidelines of Brookfield Office Properties Canada LP



The Limited Partnership Agreement provides
for certain restrictions on investments which may be made by or on behalf of Brookfield Office Properties Canada LP. These investment
restrictions and guidelines are set out below:







|| Brookfield Canada Office Properties | 2013 Annual Information Form | 35
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| | (i) | Brookfield Office Properties Canada LP may invest, directly or indirectly in: (a) interests
in income producing real property; and (b) corporations, trusts, partnerships or other persons which principally have interests
in income producing real property (or activities relating or ancillary thereto);
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Brookfield Office Properties Canada LP may, directly or indirectly, invest in a joint venture arrangement
for the purposes of owning interests or investments otherwise permitted to be held by Brookfield Office Properties Canada LP; provided
that such joint venture arrangement contains terms and conditions which, in the opinion of BOPC GP Inc., are commercially
reasonable including, without limitation, such terms and conditions relating to restrictions on transfer and the acquisition and
sale of Brookfield Office Properties Canada LP’s and any joint venturer’s interest in the joint venture arrangement,
provisions to provide liquidity to Brookfield Office Properties Canada LP and provisions that limit the liability of Brookfield
Office Properties Canada LP to third parties;
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | except for temporary investments held in cash, deposits with a Canadian chartered bank or trust
company under the laws of Canada or a province of Canada, short term government debt securities, or receivables under installment
receipt agreements or money market instruments of, or guaranteed by, a Canadian bank listed on Schedule I of the Bank Act
(Canada) maturing prior to one year from the date of issue, or except as otherwise permitted herein, Brookfield Office Properties
Canada LP shall not hold securities of another issuer unless either (a) such securities derive their value, directly or indirectly,
principally from real property, or (b) the principal business of the issuer of the securities is the ownership or operation,
directly or indirectly, of real property (in each case as determined by BOPC GP Inc.);
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | Brookfield Office Properties Canada LP may directly or indirectly invest in such other assets or
conduct such other activities as are consistent with the other investment restrictions and guidelines of Brookfield Canada Office
Properties Canada LP; and
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (v) | notwithstanding any other provision set out above, Brookfield Office Properties Canada LP shall
not make, nor permit any of its subsidiaries to make, any investment that would result in BOX ceasing to qualify as a “unit
trust”, “mutual fund trust” or “real estate investment trust” within the meaning of the Tax Act;
or our trust units being disqualified for investment by Plans for the purposes of the Tax Act.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For the purpose of the foregoing restrictions
and guidelines, the assets, liabilities and transactions of a subsidiary wholly or partially owned by Brookfield Office Properties
Canada LP will be deemed to be those of Brookfield Office Properties Canada LP on a proportionate consolidated basis. In addition,
any references in the foregoing to an investment in real property will be deemed to include an investment in a joint venture arrangement
that holds real property.



Operating
Policies of Brookfield Office Properties Canada LP



The Limited Partnership Agreement provides
that the operations and affairs of Brookfield Office Properties Canada LP must be conducted in accordance with the following operating
policies and that Brookfield Office Properties Canada LP will not permit any subsidiary to conduct its operations and affairs other
than in accordance with the following operating policies:



| | (i) | title to each real property (or, if applicable, the leasehold or other interest therein) will be
held by and registered in the name of Brookfield Office Properties Canada LP, BOPC GP Inc. or a corporation or other
entity wholly-owned, directly or indirectly, by Brookfield Office Properties Canada LP or jointly-owned, directly or indirectly,
by Brookfield Office Properties Canada LP with joint venturers; provided that where land tenure will not provide fee simple title,
Brookfield Office Properties Canada LP, BOPC GP Inc. or a corporation or other entity wholly-owned, directly or indirectly,
by Brookfield Office Properties Canada LP or jointly-owned, directly or indirectly, by Brookfield Office Properties Canada LP with
joint venturers will hold a land lease as appropriate under the land tenure system in the relevant jurisdiction; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Brookfield Office Properties Canada LP will not directly or indirectly guarantee any indebtedness
or liabilities of any kind of an arm’s length third party, except guarantees of indebtedness existing on the effective date
of the Transaction and guarantees of indebtedness assumed or incurred by a partnership, limited partnership, co-ownership or other
joint venture in which Brookfield Office Properties Canada LP or a subsidiary of Brookfield Office Properties Canada LP is a party
and the other party or parties thereto is or are required to give up its or their respective interest in the property of such partnership,
limited partnership, co-ownership or other joint venture as a result of such party’s failure to honour its proportionate
share of the indebtedness assumed or incurred by the partnership, limited partnership, co-ownership or other joint venture. In
addition, Brookfield Office Properties Canada LP will not directly or indirectly guarantee any indebtedness or liabilities of any
person if doing so would contravene paragraph (v) of the investment restrictions and guidelines of Brookfield Office Properties
Canada LP as set forth above under “– Investment Restrictions and Guidelines and Operating Policies – Investment
Restrictions and Guidelines of Brookfield Office Properties Canada LP”.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







|| Brookfield Canada Office Properties | 2013 Annual Information Form | 36
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For the purpose of the foregoing policies,
the assets, liabilities and transactions of a corporation, trust, partnership or other entity in which Brookfield Office Properties
Canada LP has an interest will be deemed to be those of Brookfield Office Properties Canada LP on a proportionate consolidated
basis. In addition, any references in the foregoing to investment in real property will be deemed to include an investment in a
joint venture arrangement.



Allocation of Net Income
and Losses



Brookfield Office Properties Canada LP’s
income or loss for tax purposes for a fiscal year will, to the extent possible, be allocated to the limited partners in proportion
to distributions paid or payable to such limited partners (excluding amounts paid or payable to holders of Class A LP Units
sufficient to allow us to pay our expenses) as described above. BOPC GP Inc. will be allocated taxable income equal to
the aggregate of: (a) all Reimbursement Distribution Amounts that are paid to it; and (b) an amount equal to 0.01% of
the balance of the distributable cash of Brookfield Office Properties Canada LP to the extent it is not taken into account in the
determination of the allocation of taxable income. However, if, with respect to a given fiscal year, no cash distribution is made
by Brookfield Office Properties Canada LP to its limited partners, the income or loss, as the case may be, for tax purposes of
Brookfield Office Properties Canada LP for that fiscal year will be allocated to each person who was a limited partner at any time
in such fiscal year in the proportion determined by BOPC GP Inc.



Limited Liability



Brookfield Office Properties Canada LP
will operate in a manner so as to ensure, to the greatest extent possible, the limited liability of the limited partners. Limited
partners may lose their limited liability in certain circumstances. Brookfield Office Properties Canada LP will indemnify the limited
partners against all claims arising from assertions that their respective liabilities are not limited as intended by the Limited
Partnership Agreement other than a loss of liability arising as a result of any fraudulent, negligent or wilful act or omission
of such limited partner.



Amendments to the Limited
Partnership Agreement



BOPC GP Inc. is entitled to amend
the Limited Partnership Agreement without notice to or consent of any other partners, to reflect the admission, resignation or
withdrawal of any partner, or the assignment by any partner of the whole or any part of such partner’s interest in Brookfield
Office Properties Canada LP in accordance with the Limited Partnership Agreement. BOPC GP Inc. is also entitled to make
any reasonable decisions, designations or determinations not inconsistent with applicable laws or with the Limited Partnership
Agreement which it determines are necessary or desirable in interpreting, applying or administering the Limited Partnership Agreement
or in administering, managing or operating Brookfield Office Properties Canada LP.



BOPC GP Inc. is also entitled
to amend the Limited Partnership Agreement (including the investment restrictions and guidelines and operating policies of Brookfield
Office Properties Canada LP) with the approval of the limited partners holding more than two-thirds of each class of partnership
units entitled to vote provided that: (a) except as otherwise provided in the Limited Partnership Agreement, any material
change which affects the rights or interests of BOPC GP Inc. must be approved by BOPC GP Inc.; and (b) any
material change which affects any limited partner in a manner that is different from the effects on other limited partners will
be valid only with the consent of such limited partner.



The Limited Partnership Agreement may not
be amended if such amendment would cause BOX to fail or cease to qualify as a “mutual fund trust”, “unit trust”
or “real estate investment trust” under the Tax Act. In addition, notwithstanding any other provision in the Limited
Partnership Agreement, no amendments may be made to the Limited Partnership Agreement that would: (a) allow any limited partner
to take part in the management or the administration of the business of Brookfield Office Properties Canada LP; (b) reduce
any limited partner’s interest in Brookfield Office Properties Canada LP; (c) allow any limited partner to exercise
control over the business of Brookfield Office Properties Canada LP; (d) change the right of a limited partner to vote at
any meeting; or (e) change Brookfield Office Properties Canada LP from a limited partnership to a general partnership.







|| Brookfield Canada Office Properties | 2013 Annual Information Form | 37
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RATINGS



Our access to financing depends on, among
other things, suitable market conditions and the maintenance of suitable long-term credit ratings. Our credit ratings may be adversely
affected by various factors, including increased debt levels, decreased earnings, declines in customer demand, increased competition,
a further deterioration in general economic and business conditions and adverse publicity. Any downgrades in our credit ratings
may impede our access to capital markets or raise our borrowing rates.



We are currently rated by one rating agency,
Dominion Board Rating Services Inc. (“DBRS”). The following table shows the credit rating issued by the rating agency
as at December 31, 2012 and as of the date hereof:



|DBRS                    
|------------------------
|Corporate rating Outlook

DBRS’ corporate credit ratings are
on a rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated.
According to the DBRS rating system, an entity rated “BBB” is of adequate credit quality. The capacity for the payment
of financial obligations is considered acceptable. The entity may be vulnerable to future events. The ratings from AA to CCC may
be modified by the addition of a (high) or (low) modifier to show relative standing within the major rating categories.



Credit ratings are intended to provide
investors with an independent measure of credit quality of an issue of securities. The credit rating presented is not a recommendation
to purchase, hold or sell our securities and does not comment as to market price or suitability of a specific security for a particular
investor. Credit ratings may not reflect the potential impact of all risks on the value of securities. There is no assurance that
the ratings will remain in effect for any given period or that a rating will not be revised or withdrawn entirely by the rating
agency in the future if, in its judgment, circumstances so warrant.



MARKET FOR SECURITIES



Our trust units are listed on the TSX under
the symbol “BOX.UN” and on the NYSE under the symbol “BOXC”. The following table sets forth the market
price ranges and trading volumes of our trust units on the TSX and the NYSE from January 2012 to December 2012.



|           | TSX      | NYSE   
|---------- | -------- | -------
|           | High ($) | Low ($)
|January(1) | 25.50    | 24.02  
|February   | 26.35    | 24.04  
|March      | 26.20    | 23.70  
|April      | 26.85    | 23.75  
|May        | 27.53    | 26.00  
|June       | 27.93    | 25.22  
|July       | 29.51    | 26.96  
|August     | 29.63    | 28.30  
|September  | 28.82    | 27.50  
|October    | 29.82    | 28.18  
|November   | 29.80    | 28.44  
|December   | 30.29    | 28.44  

Note:

| | (1) | Our trust units began trading on the NYSE on January 9, 2012.
| | --- | -------------------------------------------------------------







|| Brookfield Canada Office Properties | 2013 Annual Information Form | 38
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TRUSTEES AND MANAGEMENT



Overview



Our board of trustees oversees the management
of our business and affairs. BPO provides asset and property management services to us under arrangements that were entered into
in connection with the Transaction. BPO draws on members of its senior management and other individuals from its affiliates to
fulfill its obligations to us. See “– Management Agreements”.



BPO owns, develops and manages premier
office properties in the United States, Canada, Australia and the United Kingdom. BPO’s portfolio is comprised of interests
in 111 properties totaling 77 million square feet in the downtown cores of New York, Washington, D.C., Houston, Los Angeles, Denver,
Seattle, Toronto, Calgary, Ottawa, London, Sydney, Melbourne and Perth, making it the global leader in the ownership and management
of office assets. Landmark properties include the Brookfield Places in New York, Toronto and Perth, Bank of America Plaza in Los
Angeles, Bankers Hall in Calgary and Darling Park in Sydney. In providing management services to us, BPO draws on members of its
senior management team and its global relationships. Our board of trustees believes that this provides us with a unique competitive
advantage and that BPO’s compensation structure, which includes an incentive component, ensures that its interests remain
fully aligned with those of other unitholders.



Trustees of BOX



We have seven trustees, four of whom are
“independent” trustees, within the meaning of National Instrument 58 101 – Disclosure of Corporate Governance
Practices (“NI 58-101”), and a majority of whom are resident Canadians. Each of the current trustees will serve
until our next annual meeting or until his successor is elected or appointed.



Our trustees all serve as directors of
BOPC GP Inc. BOPC GP Inc. is the general partner of Brookfield Office Properties Canada LP, which holds direct and indirect interests
in the properties in our portfolio and carries out all of our property investment and operating activities.



The following table sets out: (a) the
names of our trustees; (b) the year in which they were first elected as a trustee; and (c) their principal occupation
or employment and their five year occupation history.



|Name, municipality of residence                               |  | Trustee since |  | Principal Occupation and Five-Year Occupation History                                                                                                                                                                                                                                                                                  
|------------------------------------------------------------- |  | ------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                              |  |               |  |                                                                                                                                                                                                                                                                                                                                        
|COLUM BASTABLE(1)(2)(3)Toronto, Ontario, Canada               |  | 2010          |  | Mr. Bastable has been President and Chief Executive Officer, Cushman & Wakefield LePage Inc., a commercial real estate broker and consultancy company, since 2005.                                                                                                                                                                     
|                                                              |  |               |  |                                                                                                                                                                                                                                                                                                                                        
|THOMAS F. FARLEYCalgary, Alberta, Canada                      |  | 2010(4)       |  | Mr. Farley has been the President and Global Chief Operating Officer of BPO since June 2011, prior to which he was BPO’s Chief Executive Officer, Canadian Commercial Operations since January 2009 and President and Chief Operating Officer, Canadian Commercial Operations since 2002.                                              
|                                                              |  |               |  |                                                                                                                                                                                                                                                                                                                                        
|Roderick D. Fraser, Ph.D., O.C(1)(3)Kingston, Ontario, Canada |  | 2010          |  | Dr. Fraser has been President Emeritus of the University of Alberta since 2005.                                                                                                                                                                                                                                                        
|                                                              |  |               |  |                                                                                                                                                                                                                                                                                                                                        
|DENNIS H. FRIEDRICHMuttontown, New York, U.S.A                |  | 2012(5)       |  | Mr. Friedrich was appointed Chief Executive Officer of BPO in July 2012 following a year as President and Global Chief Investment Officer, prior to which he was President and Chief Executive Officer, U.S. Commercial Operations since January 2009 and President and Chief Operating Officer, U.S. Commercial Operations since 2003.
|                                                              |  |               |  |                                                                                                                                                                                                                                                                                                                                        
|PAUL D. MCFARLANE(1)(2)(3)Mississauga, Ontario, Canada        |  | 2010          |  | Mr. McFarlane is a corporate director.  He retired from a Canadian chartered bank in 2002 after more than 40 years of service.                                                                                                                                                                                                         
|                                                              |  |               |  |                                                                                                                                                                                                                                                                                                                                        
|MICHAEL F. B. NESBITT(1)(2)(3)Winnipeg, Manitoba, Canada      |  | 2010(6)       |  | Mr. Nesbitt is President of Montrose Mortgage Investment Co. Ltd., an investment company, Chairman of Montrose Mortgage Corporation Ltd and is the Chairman of the HEPP Investment Committee, the pension plan for healthcare workers in Manitoba.                                                                                     
|                                                              |  |               |  |                                                                                                                                                                                                                                                                                                                                        
|T. JAN SUCHARDAToronto, Ontario, Canada                       |  | 2011          |  | Mr. Sucharda has been our President and Chief Executive Officer since June 2011, prior to which he was BPO’s President and Chief Operating Officer, Canadian Commercial Operations since August 2010, Chief Operating Officer, Canadian Commercial Operations since 2009, and Senior Vice President, Strategic Initiatives since 2006. 





|| Brookfield Canada Office Properties | 2013 Annual Information Form | 39
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Notes:



| | (1) | Member of the Governance and Nominating Committee.
| | --- | --------------------------------------------------

| | (2) | Member of the Audit Committee.
| | --- | ------------------------------

| | (3) | Messrs. Bastable, Fraser, McFarlane and Nesbitt are independent trustees.
| | --- | -------------------------------------------------------------------------

| | (4) | Prior to the Transaction, Mr. Farley was a director of BPP since 2004.
| | --- | ----------------------------------------------------------------------

| | (5) | Mr. Friedrich was appointed to the board of trustees on July 1,2012.
| | --- | --------------------------------------------------------------------

| | (6) | Prior to the Transaction, Mr. Nesbitt was a director of BPP since 2000.
| | --- | -----------------------------------------------------------------------



Officers



The names, municipalities of residence,
position held at BOX and the occupation histories of the officers of BOX are set out below. See above for descriptions of Thomas
F. Farley, Chairman of the Board and T. Jan Sucharda, President and Chief Executive Officer.



|Name, municipality of residence                | Position Held                                               | Five-Year Occupation History                                                                                                                                                          
|---------------------------------------------- | ----------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|BRYAN K. DAVISRye, New York, U.S.A.            | Chief Financial Officer                                     | Mr. Davis has been our Chief Financial Officer since 2011.  Mr. Davis is also the Chief Financial Officer of BPO, a position he has held since 2007.                                  
|Stefan J. DembinskiOakville, Ontario, Canada   | Senior Vice President, Asset Management, Eastern            | Mr. Dembinski has held his principal occupation since 2006.                                                                                                                           
|Ian D. ParkerCalgary, Alberta, Canada          | Senior Vice President, Asset Management, Western            | Mr. Parker has held his principal occupation since 2005.                                                                                                                              
|Deborah R. RogersToronto, Ontario, Canada      | Senior Vice President, Legal Counsel, Eastern and Secretary | Ms. Rogers has held her principal occupation since 2004.                                                                                                                              
|Ryk StrylandToronto, Ontario, Canada           | Senior Vice President, Development                          | Mr. Stryland has held his principal occupation since 2006.                                                                                                                            
|T. NGA TrinhToronto, Ontario, Canada           | Senior Vice President, Investments                          | Ms. Trinh has held her principal occupation since 2007.                                                                                                                               
|D. Cameron BlackCalgary, Alberta, Canada       | Vice President, Legal Counsel, Western                      | Mr. Black has held his principal occupation since 2006.                                                                                                                               
|Melissa coleyMadison, New Jersey, U.S.A.       | Vice President, Investor Relations and Communications       | Ms. Coley has held her principal occupation since 2002.                                                                                                                               
|michael yamMississauga, Ontario, Canada        | Vice President and Controller                               | Mr. Yam has held his principal occupation since 2011, prior to which he was Controller, Corporate Accounting with BOX since 2007.                                                     
|Elliott S. FeintuchToronto, Ontario, Canada    | Vice President, Legal Counsel, Eastern                      | Mr. Feintuch has held his principal occupation since February 2012, prior to which he was Associate Counsel with BOX since May 2010 and Associate Counsel with BPO since October 2005.
|Brett M. FoxOld Bethpage, New York, U.S.A.     | Assistant Secretary                                         | Mr. Fox is also the General Counsel and Chief Compliance and Administrative Officer of BPO, a position he has held since 2003.                                                        
|Michelle L. campbellNew York, New York, U.S.A. | Assistant Secretary                                         | Ms. Campbell is also Vice President, Compliance and Assistant General Counsel of BPO, a position she has held since 2007.                                                             





Share Ownership



As of the date hereof, the trustees and
executive officers of BOX own, directly or indirectly, or exercise control or direction over approximately 17,439 trust units,
representing less than 1% of the outstanding trust units. See the information on page 2 of our Management Proxy Circular dated
March 12, 2013 under the heading “Principal Holders of Voting Units”, which is incorporated by reference herein and
available on SEDAR at www.sedar.com and on our Web site at www.brookfieldcanadareit.com, for further
information regarding our ownership.







|| Brookfield Canada Office Properties | 2013 Annual Information Form | 40
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Management Agreements



The following is a summary of certain provisions
of our Asset Management Agreement and the Property Management Agreement each dated as of May 1, 2010 (collectively, the “Management
Agreements”). This summary is qualified in its entirety by reference to all of the provisions of the Management Agreements,
which are available on SEDAR at www.sedar.com.



Asset Management
Agreement



In connection with the Transaction, we
appointed Brookfield Properties Management Corporation (“BPO ManagementCo”) to provide us with asset management,
regulatory compliance and administrative services (the “Asset Management Services”), including:



| | (i) | providing advisory, consultation and investment management services;
| | --- | --------------------------------------------------------------------



| | (ii) | causing or supervising the carrying out of all day-to-day management;
| | ---- | ---------------------------------------------------------------------



| | (iii) | identifying, evaluating, recommending and structuring acquisitions or dispositions from time to
time and assisting in negotiating the terms of such acquisitions or dispositions;
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | arranging for such administrative, executive and management personnel to be provided to us as is
reasonably necessary or appropriate to carry out the Asset Management Services;
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (v) | providing development, supervision and coordination services for any new construction projects
constituting an addition to or expansion or substantial redevelopment of a property; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (vi) | providing such administrative and support services as we require.
| | ---- | -----------------------------------------------------------------



BPO ManagementCo’s activities are
subject to the supervision and direction of our trustees and the board of directors of BOPC GP Inc. BPO causes BPO ManagementCo
and BPO’s other subsidiaries to provide the Asset Management Services in accordance with the Asset Management Agreement and
to make available such administrative, executive and management personnel of BPO to allow BPO ManagementCo to comply with its obligations
under the Asset Management Agreement.



Compensation
and Reimbursement



BPO ManagementCo receives:



| | (i) | a monthly base management fee, calculated in arrears, in an amount equal to one-twelfth of 0.25%
of our enterprise value in the applicable fiscal month; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | an annual incentive fee, calculated in arrears, in an aggregate amount equal to 15% of our funds
from operations per trust unit in excess of $1.33, subject to adjustments for certain transactions affecting our trust units (including
the subdivision, split, combination or consolidation of our trust units).
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The aggregate amount of the base management
fee and the incentive fee payable in respect of any fiscal year will not exceed 0.5% of the greater of: (a) our enterprise
value for the last fiscal month of such fiscal year; and (b) the simple average of our total enterprise value for each fiscal
month of such fiscal year.



If and whenever BPO ManagementCo performs
development, supervision and coordination services for any new construction projects constituting an addition to or expansion or
substantial redevelopment of a property, it will also receive a development fee equal to 10% of the first $2 million of project
costs plus 4% of the project costs in excess of $2 million incurred on each project, provided that for projects with estimated
costs of over $20 million, the development fee will be separately negotiated.



BPO ManagementCo is also entitled to be
reimbursed for the salaries, licensing and training costs and other remuneration of or any costs relating to the termination or
severance of the administrative, executive and management personnel who provide certain administrative and regulatory compliance
services.



BPO ManagementCo is reimbursed for all
reasonable actual out of pocket costs and expenses it incurs in connection with the performance of the Asset Management Services.
Except as described above, BPO ManagementCo is not reimbursed for the salaries and other remuneration of or any costs relating
to the termination or severance of the administrative, executive and management personnel who provide Asset Management Services
or overhead for such persons.







|| Brookfield Canada Office Properties | 2013 Annual Information Form | 41
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Other
Terms



The Asset Management Agreement has an initial
term of 10 years and is automatically renewable for further terms of five years each. At least 12 months prior to the end
of the initial term and any renewal term, our independent trustees will review the performance of BPO ManagementCo and, if they
are not satisfied with the performance by BPO ManagementCo of its obligations under the Asset Management Agreement and determine
that it is not in our best interests that the Asset Management Agreement be renewed, they may submit the termination of the Asset
Management Agreement to a vote of our unitholders. If such termination is approved by at least a majority of the votes cast by
our unitholders, we may terminate the Asset Management Agreement at the end of the then current term, provided that we provide
BPO ManagementCo with at least three months’ prior written notice and pay BPO ManagementCo a termination fee equal to
the aggregate amount paid to BPO ManagementCo in respect of fees paid in the fiscal year preceding the effective date of the termination.
If the agreement is not so terminated, it will automatically be renewed.



We may also terminate the Asset Management
Agreement upon written notice to BPO ManagementCo: if BPO ManagementCo defaults in the performance of any material term of the
Asset Management Agreement and such default continues for a period of 30 days; if BPO ManagementCo engages in any act of fraud,
misappropriation of funds or embezzlement against us, if there is an event of gross negligence by BPO ManagementCo in the performance
of its duties that results in material harm to us; or, in the event of the bankruptcy or insolvency of BPO ManagementCo. BPO ManagementCo
may terminate the Asset Management Agreement upon written notice to us: if we default in the performance of any material term of
the Asset Management Agreement and such default continues for a period of 30 days; or in the event that we become bankrupt
or insolvent.



We will indemnify BPO ManagementCo and
its affiliates, directors, officers, agents, members, partners, shareholders, delegatees, subcontractors, advisors, employees and
other representatives of each of the foregoing from and against any claims, liabilities, losses, damages, costs or expenses (including
legal fees) incurred by an indemnified person or threatened in connection with the Asset Management Agreement or the Asset Management
Services, other than those that are determined by a final and non-appealable judgment or final and binding arbitration decision
to have resulted from an indemnified party’s bad faith, fraud, wilful misconduct, gross negligence or breach of any material
term of the Asset Management Agreement.



The maximum liability of BPO ManagementCo
pursuant to the Asset Management Agreement is equal to all amounts we paid in respect of the Asset Management Services in the five
most recent fiscal years.



The Asset Management Agreement does not
prohibit BPO ManagementCo or its affiliates (including BPO) from pursuing other business activities or providing services to third
parties that compete directly or indirectly with us. The Asset Management Agreement provides that any conflicts of interest between
us and BPO ManagementCo or its affiliates will be dealt with by BPO ManagementCo in good faith and in a fair, equitable and even-handed
manner.



Property
Management Agreement



In connection with the Transaction, we
appointed BPO ManagementCo as the exclusive property manager for all our managed properties and to manage all aspects of the operation,
maintenance, leasing, insuring, repair, cleaning, security and management of such properties (the “Property Management Services”).
The Property Management Services include:



| | (i) | sourcing appropriate tenants and negotiating, settling and administering the terms of all tenancies,
amendments and renewals;
| | --- | -----------------------------------------------------------------------------------------------------------------------------



| | (ii) | collecting all rent and other amounts due from tenants and licensees and enforcing the collection
of arrears and lease obligations;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------



| | (iii) | negotiating, settling and administering all contracts as may be reasonably necessary for the operation
and maintenance of the properties (including all agreements with municipalities and the owners or occupants of neighbouring lands),
and contracting for the purchase of all services, materials and supplies as may be necessary in the performance of its duties and
responsibilities;
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | obtaining and maintaining any necessary permits and performing such services as are required to
comply with all applicable laws in all material respects, including environmental laws; and
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (v) | maintaining all equipment and facilities (including the heating, ventilation and air conditioning
equipment) and the common areas and exteriors of the properties.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------







|| Brookfield Canada Office Properties | 2013 Annual Information Form | 42
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BPO ManagementCo’s activities are
subject to the supervision and direction of our trustees and the rights of any co-owners of the properties.



Compensation
and Reimbursement



As compensation for the performance of
the Property Management Services, BPO ManagementCo receives the following fees:



| | (i) | an annual property management fee equal to:
| | --- | -------------------------------------------



| | · | the lesser of: (a) 3% of the gross revenues accruing to us from the properties (excluding
HST/GST, certain insurance proceeds and certain revenues) for a fiscal year; and (b) 3% of the aggregate of all revenues accruing
to us from all parking facilities located at the properties plus all amounts paid to them by tenants who are not governmental authorities
with respect to administration/management or equivalent fees pursuant to leases of the properties for that fiscal year plus the
greater of (x) the administration/management or equivalent fees accruing to us from tenants who are governmental authorities
and (y) 1.75% of the gross revenues accruing to us from such tenants’ leases; less
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | all equivalent property management fees we paid with respect to that fiscal year pursuant to individual
property and/or third party management agreements;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | a leasing fee (based on our percentage ownership interest in a particular property) for any lease
signed for space in the properties equal to:
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------



| | · | where the original term of the lease is five years or less, $0.65 per square foot of rentable area
per year (pro-rated for partial years); and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------



| | · | where the original term of the lease is more than five years, the fee in paragraph (i) above,
plus $0.85 per square foot of rentable area per year for the number of years or partial years covered by the lease between years
six and 10 (pro-rated for partial years). No leasing fee will be paid in respect of the years of the original term of the lease
in excess of 10 years;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | leasing fees are also paid on the same basis for lease extensions, renewals, renegotiations and
restructurings provided that: (a) if the term of the lease is renewed or extended prior to the expiry of the original term,
such leasing fees will only be paid in respect of the incremental term; and (b) if we owe a commission to an outside broker
in respect of the lease, the leasing fee will be reduced by 50%;
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | capital expenditure fees equal to 5% of the project costs associated with the performance of certain
construction work involved for all work in respect of which BPO ManagementCo acts substantially as construction manager; and
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (v) | major capital purchase fees in respect of large equipment purchases greater than $200,000, equal
to 5% of the cost of such equipment.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------



BPO ManagementCo is reimbursed for all
reasonable actual out-of-pocket costs and expenses paid by BPO ManagementCo in connection with the performance of the Property
Management Services. To the extent such costs are contemplated by an approved budget or otherwise approved, we reimburse BPO ManagementCo
for all costs and expenses for persons hired or employed by, or under contract to, BPO ManagementCo to provide services allocable
to specific properties, including but not limited to information technology and systems support personnel, building science and
engineering personnel, security personnel, building managers and staff, mechanical and electrical staff, lease administration personnel,
tenant liaison staff, merchandise receiving and delivery staff, maintenance, cleaning and housekeeping staff, clerical and secretarial
staff, human resources, accounting staff and other staff associated with the management, operation, repair, maintenance, supervision
and administration of the properties.



In addition, if BPO ManagementCo’s
or its affiliates’ in-house counsel and legal staff provide legal services in respect of the properties, including in connection
with the preparation and negotiation of lease documentation, we will pay reasonable fees for such services in amounts that would
not exceed those that would be charged by outside counsel in any material respect.







|| Brookfield Canada Office Properties | 2013 Annual Information Form | 43
|-------------------------------------------------------------------- | --

















Other
Terms



The Property Management Agreement has an
initial 10 year term and is automatically renewable for further terms of five years each. At least 12 months prior to
the end of the initial term and any renewal term, our independent trustees will review the performance of BPO ManagementCo and,
if they are not satisfied with the performance by BPO ManagementCo of its obligations under the Property Management Agreement and
determine that it is not in our best interests that the Property Management Agreement be renewed, they may submit the termination
of the Property Management Agreement to a vote of our unitholders. If such termination is approved by at least a majority of the
votes cast by our unitholders, we may terminate the Property Management Agreement at the end of the then current term, provided
that we provide BPO ManagementCo with at least three months’ prior written notice and pay BPO ManagementCo a termination
fee equal to the aggregate amount paid to BPO ManagementCo in respect of the property management fee, leasing fee, capital expenditure
fee and major capital purchase fee in the fiscal year preceding the effective date of the termination. If the agreement is not
so terminated, it will automatically be renewed.



We may also terminate the Property Management
Agreement upon written notice to BPO ManagementCo: if BPO ManagementCo defaults in the performance of any term of the Property
Management Agreement that results in material harm to us and such default continues for a period of 30 days; if BPO ManagementCo
engages in any act of fraud, misappropriation of funds or embezzlement against us; if there is an event of gross negligence by
BPO ManagementCo in the performance of its duties that results in material harm to us; or in the event of the bankruptcy or insolvency
of BPO ManagementCo. BPO ManagementCo may terminate the Property Management Agreement upon written notice to us: if we default
in the performance of any term of the Property Management Agreement that results in material harm to BPO ManagementCo and such
default continues for a period of 30 days; or in the event of our bankruptcy or insolvency.



We will indemnify BPO ManagementCo and
its affiliates, directors, officers, agents, members, partners, shareholders, delegatees, subcontractors, advisors, employees and
other representatives of each of the foregoing from and against any claims, liabilities, losses, damages, costs or expenses (including
legal fees) incurred by an indemnified person or threatened in connection with the Property Management Agreement or the Property
Management Services, other than those that are determined by a final and non-appealable judgment or final and binding arbitration
decision to have resulted from an indemnified party’s bad faith, fraud, wilful misconduct, gross negligence or material breach
of the agreement.



The maximum liability of BPO ManagementCo
is equal to all fees paid to BPO ManagementCo in the five most recent fiscal years.



The Property Management Agreement does
not prohibit BPO ManagementCo or its affiliates (including BPO) from pursuing other business activities or providing services to
third parties that compete directly or indirectly with us. The Property Management Agreement provides that any conflicts of interest
between us and BPO ManagementCo or its affiliates will be dealt with by BPO ManagementCo in good faith and in a fair, equitable
and even-handed manner.



BPO ManagementCo is required to inform
us if a prospective tenant that is negotiating a significant lease is an existing or prospective tenant of another property which
BPO ManagementCo, BPO or their affiliates owns (or co-owns). BPO ManagementCo will identify the measures it proposes to put in
place in the circumstances to mitigate and manage any real or reasonably perceived conflict of interests. These measures, if any,
will comply with applicable law and may include, without limitation, the assignment of different leasing personnel to represent
the interests of each of the parties and reasonable “cone of silence” or “ethical wall” arrangements to
avoid the disclosure of information relating to the properties between such leasing personnel.





INTEREST OF MANAGEMENT AND OTHERS IN
MATERIAL TRANSACTIONS



Except as disclosed herein, as of the date
hereof, none of our trustees, officers or associates of a trustee or officer nor, to the knowledge of our trustees or officers
after having made reasonable inquiry, any person or company who beneficially owns, directly or indirectly, our voting securities
carrying more than 10% of the voting rights attached to any class of our voting securities outstanding at the date hereof, or any
associate or affiliate thereof, had any material interest, direct or indirect, in any of our material transactions nor do any such
persons have a material interest, direct or indirect, in any of our proposed transactions.



In the normal course of our operations,
we enter into various transactions on market terms with related parties, including intercompany loans, putting amounts on deposit
with affiliates, acquiring insurance and leasing office space. In connection with the Management Agreements, in the year ended
December 31, 2012, we paid BPO ManagementCo fees relating to property management services of $13.8 million (compared to $12.4
million in 2011), fees relating to leasing and construction services of $3.1million (compared to $6.9 million in 2011)
and fees relating to asset management and administrative and regulatory compliance services of $16.2 million (compared to $12.6
million in 2011).







|| Brookfield Canada Office Properties | 2013 Annual Information Form | 44
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MATERIAL CONTRACTS



The only material contracts, other than
contracts entered into in the ordinary course of business, that we have entered into are the following:



| | · | the Declaration of Trust (see “Description of Brookfield Canada Office Properties”);
| | - | ------------------------------------------------------------------------------------



| | · | the Limited Partnership Agreement (see “Description of Brookfield Office Properties Canada
LP”);
| | - | ------------------------------------------------------------------------------------------------



| | · | the Asset Management Agreement (see “Trustees and Management — Management Agreements
— Asset Management Agreement”);
| | - | --------------------------------------------------------------------------------------------------------------------



| | · | the Property Management Agreement (see “Trustees and Management — Management Agreements
— Property Management Agreement”);
| | - | --------------------------------------------------------------------------------------------------------------------------



| | · | the Exchange and Support Agreement; and
| | - | ---------------------------------------



| | · | the BPO undertaking.
| | - | --------------------



Copies of these material contracts have
been filed on SEDAR at www.sedar.com. These material contracts may also be requested from our Secretary at Brookfield
Place, 181 Bay Street, Suite 330, Toronto, Ontario, M5J 2T3.



Exchange and Support
Agreement



On May 1, 2010, we entered into the
Exchange and Support Agreement with Brookfield Office Properties Canada LP, BPP and certain subsidiaries of BPP to create certain
support obligations with respect to the Class B LP Units. Under the Exchange and Support Agreement, we agree to take
such actions as are reasonably necessary to ensure that the distributions on the Class B LP Units will be of the same
nature and amount, on a per unit basis, as the corresponding distribution on our trust units.



The Exchange and Support Agreement also
provides that we will not, subject to certain exceptions, issue or distribute trust units (or securities exchangeable for or convertible
into or carrying rights to acquire trust units) to the holders of all or substantially all of the then outstanding trust units;
issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding trust units
entitling them to subscribe for or to purchase trust units (or securities exchangeable for or convertible into or carrying rights
to acquire trust units); or issue or distribute to the holders of all or substantially all of the then outstanding trust units
evidences of our indebtedness or our assets except in accordance with the provisions of our trust units, unless the economic equivalent
on a per unit basis of such rights, options, securities, units, evidences of indebtedness or other assets is issued or distributed
simultaneously to the holders of Class B LP Units. In addition, we will not, subject to certain exceptions, subdivide,
re-divide or change the then outstanding trust units into a greater number of trust units; reduce, combine, consolidate or change
the then outstanding trust units into a lesser number of trust units; or reclassify, amend the terms of, or otherwise change our
trust units or effect an amalgamation, merger, reorganization or other transaction affecting our trust units, unless the same or
an economically equivalent change is made simultaneously to, or in the rights of the holders of, Class B LP Units.



Pursuant to the Exchange and Support Agreement,
upon notice from Brookfield Office Properties Canada LP that a holder of Class B LP Units has surrendered Class B
LP Units for exchange into trust units in accordance with the terms thereof, we will issue and deliver or cause to be issued
and delivered to such holder the requisite number of trust units.



In accordance with the Exchange and Support
Agreement, prior to our liquidation, dissolution or winding-up, all Class B LP Units will be automatically exchanged
for trust units in order that the holders of Class B LP Units will be able to participate on a pro rata basis with the
holders of our trust units in the distribution of our assets in connection with a liquidation event.







|| Brookfield Canada Office Properties | 2013 Annual Information Form | 45
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BPO Undertaking



Under applicable Canadian securities laws
it is possible for a holder of an equity interest in BOX exceeding 90% to effect a privatization of BOX or enter into certain related
party transactions with BOX without obtaining minority unitholder approval. BPO has undertaken to us not to rely on the exemptions
from the minority approval requirement contained in sections 4.6(1)(a) and 5.7(g) of Multilateral Instrument 61-101
– Protection of Minority Security Holders in Special Transactions (“MI 61-101”), or any discretionary
exemption having a similar effect granted by the Canadian securities regulators, in connection with any “business combination”
or “related party transaction” (as such terms are defined in MI 61-101) in respect of which BPO or any of its
affiliates is an “interested party” (as such term is defined in MI 61-101). This undertaking will terminate in
the future if BPO and its affiliates hold in aggregate an equity interest in BOX of 75% or less for a period of 12 months.
As of the date hereof, BPO indirectly holds units representing an aggregate equity interest in BOX of approximately 83.3%.



In addition, BPO has undertaken that prior
to completing a disposition, restructuring or development of any of the assets that BPP retained in the Transaction in circumstances
where we are permitted and have the financial capacity to participate, it will (except where otherwise restricted or where the
transaction involves a broader enterprise) notify and discuss with our independent trustees in good faith our participation in
such transaction prior to or concurrent with discussing the same with other parties.



The terms of the undertakings may only
be amended, waived or terminated with the prior approval of a majority of our independent trustees (within the meaning of the Declaration
of Trust).



AUDITORS, TRANSFER AGENT AND REGISTRAR



Deloitte LLP (“Deloitte”) are
the principal external auditors of the Trust. Deloitte are Independent Registered Chartered Accountants, having an address at Suite
1400, Brookfield Place, 181 Bay Street, Toronto, Ontario M5J 2V1. Deloitte is independent of BOX within the meaning of the Rules
of Professional Conduct of the Institute of Chartered Accountants of Ontario and the rules and standards of the Public Company
Accounting Oversight Board and the securities laws and regulations administered by the United States Securities and Exchange Commission.



The registrar and transfer agent of our
trust units is CIBC Mellon Trust Company at its principal offices in Toronto, Ontario.



AUDIT COMMITTEE INFORMATION



The Audit Committee is responsible for
monitoring BOX’s systems and procedures for financial reporting, risk management and internal controls, reviewing certain
public disclosure documents and monitoring the performance and independence of our internal and external auditors. The Audit Committee
is also responsible for reviewing BOX’s annual audited financial statements, unaudited quarterly financial statements and
management’s discussion and analysis of financial condition and results of operations prior to their approval by the full
board of trustees.



The Audit Committee charter sets out its
responsibilities and duties, qualifications for membership, procedures for committee member removal and appointment and reporting
to our board of trustees. A copy of the charter is attached hereto as Appendix B.



Our Audit Committee is comprised of three
individuals, all of whom are financially literate and independent as required under applicable securities laws: Mr. Paul D. McFarlane
(Chair), Mr. Colum Bastable and Mr. Michael F.B. Nesbitt.



Relevant Education and Experience



All of the members of the Audit Committee
have acquired significant financial experience and exposure to accounting and financial issues through service as senior executive
officers and directors of various public and private companies in different sectors, including the financial services industry.
In these roles, the members of the Audit Committee have been involved in the supervision of a company’s accounting function,
the preparation of financial statements, the assessment and oversight of the external auditors, the oversight of regulatory filings
and compliance and the evaluation of internal controls over financial reporting. Messrs. McFarlane, Bastable and Nesbitt have also
served on the audit committees of various public and private companies. In addition, Messrs. Nesbitt and Bastable have business-related
university degrees. Details of the experience of Messrs. McFarlane and Bastable are contained our Management Proxy Circular dated
March 12, 2013 under the heading “Business of the Meeting – Election of Trustees.” The collective experience
and depth of knowledge represented by the members of the Audit Committee provide the committee with an understanding of the accounting
principles used by us, including the application of estimates, accruals and provisions, that is sufficient to allow the committee
to carry out its mandate.







|| Brookfield Canada Office Properties | 2013 Annual Information Form | 46
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Pre-Approval Policies and Procedures



From time to time, Deloitte also provides
us with tax and other non-audit services and we maintain a policy regarding the provision of non-audit services by our external
auditors. This policy, which is periodically reviewed and updated, requires consideration of whether the provision of services
other than audit services is compatible with maintaining the auditors’ independence and requires Audit Committee pre approval
of permitted audit, audit related and non-audit services. It also specifies a number of services that are not permitted to be provided
by our external auditors, including services related to financial information systems design and implementation.



External Auditor Service Fees (By Category)



The following table sets forth further information on the fees
billed or expected to be billed by Deloitte to BOX relating to the fiscal years ended December 31, 2012 and 2011:



|Service Performed     | 2012       | 2011      
|--------------------- | ---------- | ----------
|Audit fees            | $670,000   | $750,000  
|Audit related fees(1) | $840,000   | $1,390,000
|Tax fees              | -          | -         
|All other fees        | -          | -         
|Total fees            | $1,510,000 | $2,140,000

Notes:

| | (1) | Included in this amount is $790,000 (2011 -$1,190,000) related to audits of various BOX subsidiaries
and $50,000 (2011 - $200,000) of non-recurring fees.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------



Audit fees were for professional
services rendered for the audit of our consolidated financial statements as of and for the years ended December 31, 2012 and
2011, quarterly review of the financial statements included in our quarterly reports, consents and comfort letters issued and review
of filings with securities commissions.



Audit-related fees consisted
of fees for assurance and related services that are reasonably related to the performance of the audit and are not reported under
“Audit Fees.” Audit-related fees include fees for employee benefit plans, operating cost and escalation, joint venture
and lender audits, as well as consultations concerning financial accounting and reporting standards.



Tax fees consist of fees
for services related to tax compliance, including the preparation of tax returns and refund claims and tax planning and advice,
including assistance with property tax assessment and appeals and technical advice related to income tax matters.



The Audit Committee of the board of trustees
has determined that the provision of these services is compatible with the maintenance of the independence of Deloitte.



ADDITIONAL INFORMATION



Additional information including trustees’
and executive officers’ remuneration and indebtedness, the principal holders of our securities and securities authorized
for issuance under equity compensation plans is set out in our Management Proxy Circular dated March 12, 2013. Additional financial
information is also provided in the consolidated financial statements in our Annual Report for the year ended December 31,
2012. Our 2012 Annual Report also contains, in pages 4 through 28, the Management’s Discussion and Analysis of our financial
condition and results of operations for the year ended December 31, 2012.



You may access other information about
us, including our disclosure documents, reports, statements or other information that we file with the Canadian securities regulatory
authorities through SEDAR at www.sedar.com and in the United States with the Securities and Exchange Commission at
www.sec.gov and on our web site at www.brookfieldcanadareit.com.







|| Brookfield Canada Office Properties | 2013 Annual Information Form | 47
|-------------------------------------------------------------------- | --













APPENDIX A
- Commercial Properties by Region



Information
in this table is as of December 31, 2012.



|(Square feet in 000’s)               | Number of
        Properties | Leased | Office | Retail | Leasable
        Area | Parking | Total  | Ownership
        Interest | Owned
        Interest
|------------------------------------ | ---------------------------- | ------ | ------ | ------ | --------------------- | ------- | ------ | -------------------------- | ----------------------
|TORONTO                              |                              |        |        |        |                       |         |        |                            |                       
|First Canadian Place                 | 1                            | 90.3%  | 2,379  | 232    | 2,611                 | 169     | 2,780  | 25%                        | 695                   
|Bay Wellington Tower                 | 1                            | 98.1%  | 1,297  | 42     | 1,339                 | —       | 1,339  | 100%                       | 1,339                 
|Brookfield Place Retail & Parking(1) | 1                            | 97.6%  | —      | 52     | 52                    | 690     | 742    | 56%                        | 412                   
|Bay Adelaide Centre West Tower       | 1                            | 95.4%  | 1,155  | 37     | 1,192                 | 382     | 1,574  | 100%                       | 1,574                 
|Exchange Tower                       | 1                            | 91.1%  | 963    | 66     | 1,029                 | 131     | 1,160  | 50%                        | 580                   
|Hudson's Bay Centre                  | 1                            | 99.9%  | 536    | 209    | 745                   | 186     | 931    | 100%                       | 931                   
|2 Queen St. E.                       | 1                            | 100.0% | 448    | 16     | 464                   | 81      | 545    | 25%                        | 136                   
|Queen’s Quay Terminal                | 1                            | 98.3%  | 427    | 78     | 505                   | —       | 505    | 100%                       | 505                   
|151 Yonge St.                        | 1                            | 85.0%  | 289    | 11     | 300                   | 72      | 372    | 25%                        | 93                    
|105 Adelaide St. West                | 1                            | 100.0% | 177    | 7      | 184                   | 48      | 232    | 100%                       | 232                   
|HSBC Building                        | 1                            | 98.9%  | 188    | 6      | 194                   | 31      | 225    | 100%                       | 225                   
|22 Front St. West                    | 1                            | 100.0% | 136    | 8      | 144                   | —       | 144    | 100%                       | 144                   
|                                     | 12                           | 94.5%  | 7,995  | 764    | 8,759                 | 1,790   | 10,549 |                            | 6,866                 
|                                     |                              |        |        |        |                       |         |        |                            |                       
|OTTAWA                               |                              |        |        |        |                       |         |        |                            |                       
|Place de Ville I                     | 2                            | 99.9%  | 570    | 12     | 582                   | 502     | 1,084  | 25%                        | 271                   
|Place de Ville II                    | 2                            | 99.2%  | 597    | 12     | 609                   | 433     | 1,042  | 25%                        | 261                   
|Jean Edmonds Towers                  | 2                            | 100.0% | 541    | 13     | 554                   | 95      | 649    | 25%                        | 162                   
|                                     | 6                            | 99.7%  | 1,708  | 37     | 1,745                 | 1,030   | 2,775  |                            | 694                   
|                                     |                              |        |        |        |                       |         |        |                            |                       
|CALGARY                              |                              |        |        |        |                       |         |        |                            |                       
|Bankers Hall                         | 3                            | 99.7%  | 1,944  | 224    | 2,168                 | 409     | 2,577  | 50%                        | 1,289                 
|Bankers Court                        | 1                            | 98.8%  | 256    | 7      | 263                   | 62      | 325    | 50%                        | 163                   
|Suncor Energy Centre                 | 2                            | 99.6%  | 1,710  | 22     | 1,732                 | 220     | 1,952  | 50%                        | 976                   
|Fifth Avenue Place                   | 2                            | 99.8%  | 1,430  | 46     | 1,476                 | 206     | 1,682  | 50%                        | 841                   
|                                     | 8                            | 99.6%  | 5,340  | 299    | 5,639                 | 897     | 6,536  |                            | 3,269                 
|VANCOUVER                            |                              |        |        |        |                       |         |        |                            |                       
|Royal Centre                         | 1                            | 97.7%  | 493    | 96     | 589                   | 264     | 853    | 100%                       | 853                   
|OTHER                                |                              |        |        |        |                       |         |        |                            |                       
|Merivale Place, Nepean               | 1                            | 100.0% | —      | 3      | 3                     | —       | 3      | 100%                       | 3                     
|TOTAL PORTFOLIO                      | 28                           | 96.9%  | 15,536 | 1,199  | 16,735                | 3,981   | 20,716 |                            | 11,685                
|                                     |                              |        |        |        |                       |         |        |                            |                       

(1) Brookfield Canada Office Properties owns a
50% interest in the retail operations and is entitled to a 56% interest in the parking operations.







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APPENDIX B
- Audit Committee Charter



A committee of the board of trustees of
Brookfield Canada Office Properties (the “Trust”) to be known as the Audit Committee (the “Committee”)
shall have the following terms of reference:



Membership and Chairperson



Annually, the board of trustees of the
Trust (the “Board”) shall appoint three or more trustees (the “Members” and each a “Member”)
to serve on the Committee for the upcoming year or until the Member ceases to be a trustee, resigns or is replaced, whichever occurs
first.



The Members will be selected by the Board
on the recommendation of the Governance and Nominating Committee. Any Member may be removed from office or replaced at any time
by the Board. All of the Members will be Independent trustees. In addition, every Member will be Financially Literate, or agree
to become Financially Literate within a reasonable period of time following appointment. Members may not serve on three or more
other public company audit committees, except with the prior approval of the Chair of the Board.



The Board shall appoint one Member as the
chairperson of the Committee. If the chairperson is absent from a meeting, the Members shall select a chairperson from those in
attendance to act as chairperson of the meeting.



Responsibilities



The Committee shall:



| | a) | be directly responsible for overseeing the work of the external auditor of the Trust engaged for the purpose of preparing or
issuing an auditor’s report or providing other audit, review or attest services to the Trust (the “auditor”);
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | require the auditor to report directly to the Committee;
| | -- | --------------------------------------------------------



| | c) | review and evaluate the auditor’s independence, experience, qualifications and performance and determine whether the
auditor should be appointed or re-appointed and recommend to the Board the auditor who should be nominated for appointment or re-appointment
by the unitholders;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | d) | where appropriate, recommend to the Board that the unitholders terminate the auditor;
| | -- | -------------------------------------------------------------------------------------



| | e) | when a change of auditor is proposed, review all issues related to the change, including the information to be included in
the notice of change of auditor required, and the orderly transition of such change;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | f) | review the terms of the auditor’s engagement and recommend to the Board the compensation of the auditor;
| | -- | --------------------------------------------------------------------------------------------------------



| | g) | at least annually, obtain and review a report by the auditor describing:
| | -- | ------------------------------------------------------------------------



| | (i) | the auditor’s internal quality-control procedures; and
| | --- | ------------------------------------------------------



| | (ii) | any material issues raised by the most recent internal quality control review, or peer review, of the auditor, or review by
any independent oversight body such as the Canadian Public Accountability Board or the Public Company Accounting Oversight Board,
or governmental or professional authorities within the preceding five years respecting one or more independent audits carried out
by the auditor, and the steps taken to deal with any issues raised in any such review;
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | h) | at least annually, confirm that the auditor has submitted a formal written statement describing all of its relationships with
the Trust; discuss with the auditor any disclosed relationships or services that may affect its objectivity and independence; obtain
written confirmation from the auditor that it is objective within the meaning of the Rules of Professional Conduct/Code of Ethics
adopted by the order of Chartered Accountants to which it belongs and is an independent public accountant within the meaning of
applicable securities legislation, and confirm that it has complied with applicable laws with the rotation of certain members of
the audit engagement team;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | i) | review and evaluate the lead partner of the auditor;
| | -- | ----------------------------------------------------



| | j) | ensure the regular rotation of the audit engagement team members as required by law, and periodically consider whether there
should be regular rotation of the audit firm;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------







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| | k) | meet privately with the auditor as frequently as the Committee feels is appropriate to fulfill its responsibilities, which
will not be less frequently than annually, to discuss any items of concern to the Committee or the auditor, including:
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | planning and staffing of the audit;
| | --- | -----------------------------------



| | (ii) | any material written communications between the auditor and management;
| | ---- | -----------------------------------------------------------------------



| | (iii) | whether or not the auditor is satisfied with the quality and effectiveness of financial recording procedures and systems;
| | ----- | -------------------------------------------------------------------------------------------------------------------------



| | (iv) | the extent to which the auditor is satisfied with the nature and scope of its examination;
| | ---- | ------------------------------------------------------------------------------------------



| | (v) | whether or not the auditor has received the full co-operation of management of the Trust;
| | --- | -----------------------------------------------------------------------------------------



| | (vi) | the auditor’s opinion of the competence and performance of the Chief Financial Officer and other key financial personnel;
| | ---- | -------------------------------------------------------------------------------------------------------------------------



| | (vii) | the items required to be communicated to the Committee in accordance with generally accepted auditing standards;
| | ----- | ----------------------------------------------------------------------------------------------------------------



| | (viii) | all critical accounting policies and practices to be used by the Trust;
| | ------ | -----------------------------------------------------------------------



| | (ix) | all alternative treatments of financial information within generally accepted accounting principles that have been discussed
with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the auditor;
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (x) | any difficulties encountered in the course of the audit work, any restrictions imposed on the scope of activities or access
to requested information, any significant disagreements with management and management’s response; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (xi) | any illegal act that may have occurred and the discovery of which is required to be disclosed to the Committee pursuant to
applicable securities Legislation.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| | l) | pre-approve any non-audit service to be provided to the Trust or any of its subsidiaries by the auditor in accordance with
applicable law. The Committee may delegate to one or more independent members the authority to pre-approve non-audit services to
the extent permitted by applicable law. The pre-approval of non-audit services by any member to whom authority has been delegated
must be presented to the full Committee at its first scheduled meeting following such pre-approval. The Committee may also adopt
specific policies and procedures for the engagement of non-audit services provided these policies and procedures are detailed as
to the particular services, mandate that the Committee be informed of each non-audit service and do not include the delegation
of the Committee’s responsibilities to management;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | m) | resolve any disagreements between management and the auditor regarding financial reporting;
| | -- | -------------------------------------------------------------------------------------------



| | n) | prior to the disclosure to the public, review, and, where appropriate, recommend for approval by the Board, the following:
| | -- | --------------------------------------------------------------------------------------------------------------------------



| | (i) | audited annual financial statements, in conjunction with the report of the auditor;
| | --- | -----------------------------------------------------------------------------------



| | (ii) | interim consolidated financial statements;
| | ---- | ------------------------------------------



| | (iii) | annual and interim earnings press releases;
| | ----- | -------------------------------------------



| | (iv) | annual and interim management’s discussion and analysis of financial condition and results of operations;
| | ---- | ---------------------------------------------------------------------------------------------------------



| | (v) | reconciliations of the annual or interim financial statement; and
| | --- | -----------------------------------------------------------------



| | (vi) | all other audited or unaudited financial information contained in public disclosure documents (including without limitation,
any prospectus, or other offering or public disclosure documents and financial statements required by regulatory authorities);
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o) | discuss press releases containing financial information (to ensure consistency of the disclosure to the financial statement),
as well as financial information and earnings guidance provided to analysts and rating agencies including the use of “pro
forma” or “adjusted” non-IFRS information in such press releases and financial information. Such review may consist
of a general discussion of the types of information to be disclosed or the types of presentations to be made;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | p) | review the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Trust’s financial
statements;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------



| | q) | review disclosures made to the Committee by the Chief Executive Officer and Chief Financial Officer during their certification
process for applicable securities law filings about any significant deficiencies and material weaknesses in the design or operation
of the Trust’s internal control over financial reporting which are reasonably likely to adversely affect the Trust’s
ability to record, process, summarize and report financial information, and any fraud involving management or other employees;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







|| Brookfield Canada Office Properties | 2013 Annual Information Form | 50
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| | r) | review the effectiveness of management’s policies and practices concerning financial reporting, any proposed changes
in major accounting policies, the appointment and replacement of management responsible for financial reporting and the internal
audit function;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | s) | review the adequacy of the internal controls that have been adopted by the Trust to safeguard assets from loss and unauthorized
use and to verify the accuracy of the financial records and any special audit steps adopted in light of significant deficiencies
and material weaknesses in internal control over financial reporting;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | t) | meet privately with the person responsible for the Trust’s internal audit function as frequently as the Committee feels
appropriate to fulfill its responsibilities, which will not be less frequently than annually, to discuss any items of concern;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | u) | review the mandate, budget, planned activities, staffing and organizational structure of the internal audit function (which
may be outsourced to a firm other than the auditor) to confirm that it is independent of management and has sufficient resources
to carry out its mandate. The Committee will discuss this mandate with the auditor, review the appointment and replacement of the
person in charge of the Trust’s internal audit function and review the significant reports to management prepared by the
internal auditor and management’s responses;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | v) | review the controls and procedures that have been adopted to confirm that material information about the Trust and its subsidiaries
that is required to be disclosed under applicable law or stock exchange rules is disclosed and to review the public disclosure
of financial information extracted or derived from the issuer’s financial statements and periodically assess the adequacy
of these procedures;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | w) | establish and periodically review the procedures for the receipt, follow-up, retention and treatment of complaints received
by the Trust about accounting, internal controls, disclosure controls or auditing matters and for the confidential, anonymous submission
by employees of concerns regarding questionable accounting or auditing matters;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | x) | review and approve periodically, the Trust’s policies with respect to risk assessment and management, particularly financial
risk exposure, including the steps taken to monitor and control risks;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | y) | review periodically, the status of taxation matters of the Trust;
| | -- | -----------------------------------------------------------------



| | z) | review and approve the Trust’s policies for hiring partners and employees and former partners and employees of the present
auditor and any former auditors of the Trust;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | aa) | review, with legal counsel where required, such litigation, claims, tax assessments, transactions, inquiries from regulators
and material inquiries from governmental agencies or other contingencies which may have a material impact on financial results
or which may otherwise adversely affect the financial well-being of the Trust; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | bb) | consider other matters of a financial nature as directed by the Board.
| | --- | ----------------------------------------------------------------------



Limitation of Audit Committee Role



The Committee’s function is one of
oversight. The Trust’s management is responsible for preparing the Trust’s financial statements and, along with the
internal audit function, for developing and maintaining systems of internal accounting and financial controls, while the independent
auditor will assist the Committee and the Board in fulfilling their responsibilities for their review of the financial statements
and internal controls and will be responsible for its independent audit of the financial statements. The Committee expects the
auditors to call to their attention any accounting, auditing, internal accounting control, regulatory or other related matters
that they believe warrant consideration or action. The Committee recognizes that the financial management and the internal and
independent audit teams have more knowledge and information about the trust than do Committee members. Accordingly, in carrying
out its oversight responsibilities, the Committee does not provide any expert or special assurance as to the Trust’s financial
statements or internal controls or any professional certification as to the auditor’s work.



Reporting



The Committee will regularly
report to the Board on:



| | a) | the auditor’s independence;
| | -- | ---------------------------



| | b) | the performance of the auditor and the Committee’s recommendations regarding its reappointment or termination;
| | -- | --------------------------------------------------------------------------------------------------------------







|| Brookfield Canada Office Properties | 2013 Annual Information Form | 51
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| | c) | the performance of the internal audit function department;
| | -- | ----------------------------------------------------------



| | d) | the adequacy of the Trust’s internal controls and disclosure controls;
| | -- | ----------------------------------------------------------------------



| | e) | its recommendations regarding the annual and interim financial statements of the Trust and any reconciliation of the Trust’s
financial statements, including any issues with respect to the quality or integrity of the financial statements;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | f) | its review of any other public disclosure document including the annual report and the annual and interim management’s
discussion and analysis of financial condition and results of operations;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | g) | the Trust’s compliance with legal and regulatory requirements, particularly those related to financial reporting; and
| | -- | ---------------------------------------------------------------------------------------------------------------------



| | h) | all other significant matters it has addressed and with respect to such other matters that are within its responsibilities.
| | -- | ---------------------------------------------------------------------------------------------------------------------------



Review and Disclosure



The Committee will review this Charter
at least annually and submit it to the Governance and Nominating Committee together with any proposed amendments. The Governance
and Nominating Committee will review the Charter and submit it to the Board for approval with such further amendments as it deems
necessary and appropriate.



This Charter will be posted on the Trust’s
Web site and the annual report of the Trust will state that this Charter is available on the Website.



Assessment



At least annually, the Governance and Nominating
Committee will review the effectiveness of this Committee in fulfilling its responsibilities and duties as set out in this Charter
and in a manner consistent with the corporate governance guidelines adopted by the Board.



Access To Outside Advisors And Senior Management



The Committee may retain any outside advisor
at the expense of the Trust, without the Board’s approval, at any time and has the authority to determine any such advisor’s
fees and other retention terms.



The Trust will provide for appropriate
funding, for payment of compensation to any auditor engaged to prepare or issue an audit report or perform other audit, review
or attest services, and ordinary administrative expenses of the Committee.



Members will meet privately with senior
management as frequently as they feel is appropriate to fulfill the Committee’s responsibilities, but not less than annually.



Meetings



Meetings of the Committee may be called
by any Member, the Chair of the Board, the Chief Executive Officer, the Chief Financial Officer or the auditor. Meetings will be
held each quarter and at such additional times as is necessary for the Committee to fulfill its responsibilities. The Committee
shall appoint a secretary to be the secretary of each meeting of the Committee and to maintain minutes of the meeting and deliberations
of the Committee.



The powers of the Committee shall be exercisable
at a meeting at which a quorum is present. A quorum shall be not less than two of the Members from time to time. Matters decided
by the Committee shall be decided by majority vote. Subject to the foregoing, the Canada Business Trusts Actand the Trust’s
Declaration of Trust, and unless otherwise determined by the Board, the Committee shall have the power to regulate its procedure.



Notice of each meeting shall be given to
the auditor, each Member, and to the Chair of the Board and the Chief Executive Officer of the Trust. Notice of meeting may be
given orally, in person or by telephone, by letter, by facsimile or other electronic means not less than 48 hours before the time
fixed for the meeting. Members may waive notice of any meeting and attendance at a meeting is deemed waiver of notice. The notice
need not state the purpose or purposes for which the meeting is being held.







|| Brookfield Canada Office Properties | 2013 Annual Information Form | 52
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The Committee may invite from time to time
such persons as it may see fit to attend its meetings and to take part in discussion and consideration of the affairs of the Committee.
The Committee may require the auditors and/or members of management to attend any or all meetings.



Definitions



Capitalized terms used in this Charter
and not otherwise defined have the meaning attributed to them below:



“Independent” has the
meaning based on the rules and guidelines of applicable stock exchanges and securities regulatory authorities.



“Financially Literate”
means the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting
issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by
the Trust’s financial statements.







|| Brookfield Canada Office Properties | 2013 Annual Information Form | 53
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