##### 



Exhibit 99.1
 
 
 BROOKFIELD PROPERTIES CORPORATION
RENEWAL ANNUAL INFORMATION FORM
 
 MARCH 17, 2008




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##### 



BROOKFIELD PROPERTIES CORPORATION
 ANNUAL INFORMATION FORM  TABLE OF CONTENTS
 Notes Regarding This AIF
    
    
    iNote Regarding Financial Information
    
    
    iStock Splits
    
    
    iForward-Looking Statements
    
    
    iCorporate Structure
    
    
    1Name, Address and Incorporation
    
    
    1Intercorporate Relationships and History
    
    
    1General Development of the Business
    
    
    4Acquisitions and Dispositions
    
    
    4Development
    
    
    5Financings and Refinancings
    
    
    6Equity
    
    
    6Business of Brookfield Properties
    
    
    8Overview
    
    
    8Commercial Property Operations
    
    
    8Commercial Development
    
    
    9Residential Development
    
    
    9Prudent and Flexible Capital Plan
    
    
    11Primary Markets and Properties
    
    
    13Service Businesses
    
    
    30Employees
    
    
    30Company and Real Estate Industry Risks
    
    
    31Dividends and Dividend Policy
    
    
    38Description of Capital Structure
    
    
    38General Description of Capital Structure
    
    
    39Ratings
    
    
    39Market for Securities
    
    
    40Directors and Officers
    
    
    42Directors
    
    
    42Officers
    
    
    43Share Ownership
    
    
    44Legal Proceedings
    
    
    44Interest of Management and Others in Material Transactions
    
    
    44Auditors, Transfer Agent and Registrars
    
    
    44Audit Committee Information
    
    
    45Relevant Education and Experience
    
    
    45Pre-Approval Policies and Procedures
    
    
    45External Auditor Service Fees (By Category)
    
    
    46Additional Information
    
    
    46Appendix A  SubsidiariesAppendix B  Commercial Properties by RegionAppendix C  Summary of Terms and Conditions of Authorized SecuritiesAppendix D  Audit Committee Charter




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##### 



NOTES REGARDING THIS AIF
  Note Regarding Financial Information
  Stock Splits
  FORWARD-LOOKING STATEMENTS
  i




---



##### 



CORPORATE STRUCTURE
 Name, Address and Incorporation
 Canada Business Corporations Act Quebec Companies Act, 1920
  Intercorporate Relationships and History
 Appendix A
 
   1




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BCE Inc.
  Olympia & York U.S.A.
  Royal Trust
    2




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##### 



Trizec Western Canada
  O&Y Properties/O&Y REIT
  Trizec Properties
    Residential and Housing
   3




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##### 



GENERAL DEVELOPMENT OF THE BUSINESS
  Acquisitions and Dispositions
         4




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##### 



Development
         5




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##### 



Financings and Refinancings
        Equity
     6




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7




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##### 



BUSINESS OF BROOKFIELD PROPERTIES
 Overview
  Commercial Property Operations
 Appendix B
  
    
    Surfacing value from our properties through proactive leasing and select redevelopment
initiatives;
    
    Prudent capital management including the refinancing of mature properties;
    
    Monetizing development assets as the economy rebounds and continued supply constraints
create opportunities; and
    
    Expanding our asset management platform through the growth of our existing office funds
or through the establishment of new funds.
  Total AreaRegion
    
    Number of Properties
    
    (000s Sq.Ft.)New York, New York
    
    
    13
    
    
    
    19,516Boston, Massachusetts
    
    
    2
    
    
    
    2,163Washington, D.C.
    
    
    28
    
    
    
    6,502Toronto, Ontario
    
    
    12
    
    
    
    10,343Calgary, Alberta
    
    
    8
    
    
    
    6,704Ottawa, Ontario
    
    
    6
    
    
    
    2,780Denver, Colorado
    
    
    1
    
    
    
    1,795Minneapolis, Minnesota
    
    
    4
    
    
    
    3,008Los Angeles, California
    
    
    22
    
    
    
    10,672Houston, Texas
    
    
    8
    
    
    
    7,850Other
    
    
    5
    
    
    
    1,845Total
    
    
    109
    
    
    
    73,178
 Business Strategy
 Long-Term Lease Profile Limits Market Risk.
 Diversified, High Credit Quality Tenants.
 8




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##### 



Year of
    
    Leased AreaTenant
    
    Primary Location
    
    Expiry(1)
    
    (000s Sq.Ft.)Merrill Lynch
    
    New York/Toronto
    
    
    2013
    
    
    
    4,583Government and Government Agencies
    
    Various
    
    Various
    
    
    3,060Chevron U.S.A.
    
    Houston
    
    
    2018
    
    
    
    1,725Canadian Imperial Bank of Commerce
    
    New York/Toronto/Calgary
    
    
    2031
    
    
    
    1,701Wachovia
    
    New York
    
    
    2015
    
    
    
    1,398RBC Financial Group
    
    Five major markets
    
    
    2018
    
    
    
    1,152Bank of Montreal
    
    Toronto/Calgary
    
    
    2018
    
    
    
    1,137
 (1)
    
    Weighted average based on square feet.
 Proactive Leasing Strategy.
 Investment Strategy
 Acquire high quality properties in our target markets.
 Expand asset management platform.
   
    Asset Management
    Stable base fee for providing regular, ongoing services.
    Transaction
    Development, redevelopment and leasing activities
conducted on behalf of these funds.
    Performance
    Earned when certain predetermined benchmarks are
exceeded. Performance fees which can add considerably
to fee revenue, typically arise later in a funds life
cycle and are therefore not fully reflected in current
results.
 Commercial Development
  9




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##### 



Number
    
    Ownership(1)
    
    DensityLocation
    
    of Sites
    
    (%)
    
    (Sq.Ft.)New York, New York
    
    Ninth Avenue
    
    Between 31st and 33rd Streets
across from the Farley Post
Office
    
    
    1
    
    
    
    100
    
    
    
    5,400,000Washington, D.C.
    
    77 K Street
    
    Adjacent to Union Station
    
    
    1
    
    
    
    50
    
    
    
    327,000Waterview
    
    Located at the foot of the
Key Bridge in Rosslyn,
Virginia
    
    
    1
    
    
    
    25
    
    
    
    300,000Reston Crescent
    
    36 acre landscaped campus
adjacent to Reston, Virginia
    
    
    1
    
    
    
    100
    
    
    
    1,000,0001225 Connecticut
Avenue(2)
    
    Downtown Washington, D.C.
    
    
    1
    
    
    
    100
    
    
    
    269,000Houston, Texas
    
    Four Allen
Center(2)
    
    1400 Smith Street
    
    
    1
    
    
    
    100
    
    
    
    1,267,0001500 Smith Street
    
    Between Continental Center I
and Four Allen Center
    
    
    1
    
    
    
    100
    
    
    
    800,000Allen Center Gateway
    
    A sky bridge connection to
the Allen Center
    
    
    1
    
    
    
    100
    
    
    
    700,000Allen Center Garage
    
    Located in the heart of the
Allen Center / Cullen Center
complex
    
    
    1
    
    
    
    100
    
    
    
    700,000Toronto, Ontario
    
    Bay Adelaide Centre
    
    Bay and Adelaide Streets
    
    
    1
    
    
    
    100
    
    
    
    2,600,000Brookfield Place III
    
    Third tower of current project
    
    
    1
    
    
    
    65
    
    
    
    800,000Calgary, Alberta
    
    Bankers Court
    
    East and West Parkades
adjacent to Bankers Hall
    
    
    1
    
    
    
    50
    
    
    
    500,000Herald Site
    
    Within one block from our
existing Calgary assets
    
    
    1
    
    
    
    100
    
    
    
    1,200,000Ottawa, Ontario
    
    300 Queen Street
    
    Third phase of current Place
de Ville project
    
    
    1
    
    
    
    25
    
    
    
    577,000Denver, Colorado
    
    425 15th Street
    
    One block from Republic Plaza
    
    
    1
    
    
    
    100
    
    
    
    833,000Tremont Garage
    
    One block from Republic Plaza
    
    
    1
    
    
    
    100
    
    
    
    500,000Total
    
    
    
    
    
    
    16
    
    
    
    
    
    
    
    17,773,000
 (1)
    
    Represents our consolidated interest before non-controlling interests(2)
    
    Property is currently under redevelopment
 Residential Development
     Under Development
    
    Housing Inventory
    
    Held for DevelopmentEstimatedNumber of
    
    
    
    
    
    Number of($ in Millions)
    
    Number of Lots
    
    Book Value
    
    Units
    
    Book Value
    
    Lots
    
    Book ValueAlberta
    
    
    4,297
    
    
    $
    358
    
    
    
    398
    
    
    $
    57
    
    
    
    39,835
    
    
    $
    424Ontario
    
    
    330
    
    
    
    24
    
    
    
    239
    
    
    
    28
    
    
    
    13,104
    
    
    
    64Colorado
    
    
    958
    
    
    
    43
    
    
    
    
    
    
    
    
    
    
    
    8,667
    
    
    
    122Texas
    
    
    106
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    13,529
    
    
    
    84Missouri
    
    
    88
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    1,357
    
    
    
    18Total
    
    
    5,779
    
    
    $
    431
    
    
    
    637
    
    
    $
    85
    
    
    
    76,492
    
    
    $
    712
 10




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##### 



Prudent and Flexible Capital Plan
      Three-Year
    
    Annual ResultsObjective
    
    Average
    
    2007
    
    2006
    
    2005Debt-to-total-market-capitalization
    
    
    41
    %
    
    
    47
    %
    
    
    41
    %
    
    
    34
    %Non-recourse debt as a percentage of total(1)
    
    
    92
    %
    
    
    94
    %
    
    
    94
    %
    
    
    88
    %Interest expense coverage
    
    
    2.2x
    
    
    
    2.0x
    
    
    
    2.1x
    
    
    
    2.6x
 (1)
    
    Non-recourse to Brookfield Properties
  BrookfieldPropertiesInterest
    
    Maturity
    
    Consolidated ShareCommercial Property
    
    Location
    
    Rate (%)
    
    Date
    
    (in millions of $)
    
    Mortgage DetailsDirectRoyal Centre
    
    Vancouver
    
    
    6.50
    
    
    
    2008
    
    
    
    132
    
    
    Non-recourse, floating rate105 Adelaide
    
    Toronto
    
    
    5.77
    
    
    
    2008
    
    
    
    23
    
    
    Non-recourse, fixed rateDain Plaza
    
    Minneapolis
    
    
    6.10
    
    
    
    2008
    
    
    
    79
    
    
    Non-recourse, floating rateHudsons Bay Centre
    
    Toronto
    
    
    6.21
    
    
    
    2008
    
    
    
    100
    
    
    Non-recourse, floating ratePetro-Canada Centre
    
    Calgary
    
    
    6.43
    
    
    
    2008
    
    
    
    123
    
    
    Non-recourse, fixed rate22 Front Street
    
    Toronto
    
    
    11.88
    
    
    
    2008
    
    
    
    6
    
    
    Non-recourse, fixed rate75 State Street
    
    Boston
    
    
    5.00
    
    
    
    2008
    
    
    
    130
    
    
    Non-recourse, fixed rateBankers Court(1)
    
    Calgary
    
    
    6.11
    
    
    
    2009
    
    
    
    8
    
    
    Non-recourse, floating rateWest 31st Street(1)
    
    New York
    
    
    6.00
    
    
    
    2009
    
    
    
    105
    
    
    Recourse, floating rateDain Plaza
    
    Minneapolis
    
    
    6.00
    
    
    
    2009
    
    
    
    29
    
    
    Non-recourse, fixed rate77 K Street(1)
    
    Washington, D.C.
    
    
    6.35
    
    
    
    2010
    
    
    
    18
    
    
    Non-recourse, floating rate245 Park Avenue
    
    New York
    
    
    6.65
    
    
    
    2011
    
    
    
    230
    
    
    Non-recourse, fixed rateFifth Avenue Place
    
    Calgary
    
    
    7.59
    
    
    
    2011
    
    
    
    73
    
    
    Non-recourse, fixed ratePotomac Tower
    
    Washington, D.C.
    
    
    4.72
    
    
    
    2011
    
    
    
    75
    
    
    Non-recourse, fixed rateQueens Quay
    
    Toronto
    
    
    7.26
    
    
    
    2011
    
    
    
    35
    
    
    Non-recourse, fixed rate1201 Louisiana
    
    Houston
    
    
    6.73
    
    
    
    2011
    
    
    
    101
    
    
    Non-recourse, fixed rateExchange Tower
    
    Toronto
    
    
    6.83
    
    
    
    2012
    
    
    
    62
    
    
    Non-recourse, fixed rateHSBC
    
    Toronto
    
    
    8.19
    
    
    
    2012
    
    
    
    23
    
    
    Non-recourse, fixed rateBay Adelaide Centre(1)
    
    Toronto
    
    
    5.96
    
    
    
    2012
    
    
    
    101
    
    
    Non-recourse, floating rate
 11




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##### 



BrookfieldPropertiesInterest
    
    Maturity
    
    Consolidated ShareCommercial Property
    
    Location
    
    Rate (%)
    
    Date
    
    (in millions of $)
    
    Mortgage Details300 Madison Avenue
    
    New York
    
    
    6.09
    
    
    
    2012
    
    
    
    76
    
    
    Non-recourse, floating rateTwo World Financial Center
    
    New York
    
    
    6.91
    
    
    
    2013
    
    
    
    454
    
    
    Non-recourse, fixed rateFour World Financial Center
    
    New York
    
    
    6.95
    
    
    
    2013
    
    
    
    269
    
    
    Non-recourse, fixed rateBay Wellington Tower
    
    Toronto
    
    
    6.49
    
    
    
    2013
    
    
    
    342
    
    
    Non-recourse, fixed rateBankers Hall
    
    Calgary
    
    
    7.20
    
    
    
    2013
    
    
    
    174
    
    
    Non-recourse, fixed rate601 South 12th Street
    
    Washington, D.C.
    
    
    5.42
    
    
    
    2013
    
    
    
    52
    
    
    Non-recourse, fixed rate701 South 12th Street
    
    Washington, D.C.
    
    
    5.42
    
    
    
    2013
    
    
    
    43
    
    
    Non-recourse, fixed rateRepublic Plaza
    
    Denver
    
    
    5.13
    
    
    
    2014
    
    
    
    163
    
    
    Non-recourse, fixed rate1625 Eye Street
    
    Washington, D.C.
    
    
    6.00
    
    
    
    2014
    
    
    
    125
    
    
    Non-recourse, fixed rateTwo World Financial Center
    
    New York
    
    
    10.30
    
    
    
    2014
    
    
    
    100
    
    
    Non-recourse, floating rate53 State Street
    
    Boston
    
    
    5.96
    
    
    
    2016
    
    
    
    279
    
    
    Non-recourse, fixed rateOne Bethesda
    
    Washington, D.C.
    
    
    5.66
    
    
    
    2016
    
    
    
    53
    
    
    Non-recourse, fixed rateOne World Financial Center
    
    New York
    
    
    5.83
    
    
    
    2017
    
    
    
    309
    
    
    Non-recourse, fixed rateOne Liberty Plaza
    
    New York
    
    
    6.14
    
    
    
    2017
    
    
    
    836
    
    
    Non-recourse, fixed rateTD Canada Trust Tower
    
    Toronto
    
    
    5.87
    
    
    
    2017
    
    
    
    200
    
    
    Non-recourse, fixed rateWest 33rd Street(1)
    
    New York
    
    
    5.90
    
    
    
    2018
    
    
    
    122
    
    
    Recourse, fixed rate33 South Sixth Street
    
    Minneapolis
    
    
    6.72
    
    
    
    2028
    
    
    
    93
    
    
    Non-recourse, fixed rate701 9th Street
    
    Washington, D.C.
    
    
    6.73
    
    
    
    2028
    
    
    
    153
    
    
    Non-recourse, fixed rate75 State Street
    
    Boston
    
    
    7.00
    
    
    
    2028
    
    
    
    164
    
    
    Non-recourse, fixed rate300 Madison Avenue
    
    New York
    
    
    7.26
    
    
    
    2032
    
    
    
    400
    
    
    Non-recourse, fixed rate6.44
    %
    
    
    
    
    
    $
    5,860U.S. Fund2000 L Street
    
    Washington, D.C.
    
    
    6.26
    
    
    
    2008
    
    
    
    56
    
    
    Non-recourse, fixed rateBethesda Crescent
    
    Washington, D.C.
    
    
    7.07
    
    
    
    2008
    
    
    
    33
    
    
    Non-recourse, fixed rateTwo Ballston Plaza
    
    Washington, D.C.
    
    
    6.91
    
    
    
    2008
    
    
    
    25
    
    
    Non-recourse, fixed rate5670 Wilshire
    
    Los Angeles
    
    
    6.35
    
    
    
    2008
    
    
    
    58
    
    
    Non-recourse, floating rateWaterview(1)
    
    Washington, D.C.
    
    
    7.20
    
    
    
    2009
    
    
    
    16
    
    
    Non-recourse, floating rate1460 Broadway
    
    New York
    
    
    5.11
    
    
    
    2012
    
    
    
    12
    
    
    Non-recourse, fixed rateFour Allen Center(1)
    
    Houston
    
    
    5.77
    
    
    
    2013
    
    
    
    240
    
    
    Non-recourse, fixed rateGrace Building
    
    New York
    
    
    5.54
    
    
    
    2014
    
    
    
    193
    
    
    Non-recourse, fixed rate1411 Broadway
    
    New York
    
    
    5.50
    
    
    
    2014
    
    
    
    111
    
    
    Non-recourse, fixed rate2001 M Street
    
    Washington, D.C.
    
    
    5.25
    
    
    
    2014
    
    
    
    45
    
    
    Non-recourse, fixed rateBank of America Building
    
    Los Angeles
    
    
    5.31
    
    
    
    2014
    
    
    
    235
    
    
    Non-recourse, fixed rateErnst & Young Plaza
    
    Los Angeles
    
    
    5.07
    
    
    
    2014
    
    
    
    113
    
    
    Non-recourse, fixed rateOne New York Plaza
    
    New York
    
    
    5.50
    
    
    
    2016
    
    
    
    397
    
    
    Non-recourse, fixed rateVictor Building
    
    Washington, D.C.
    
    
    5.39
    
    
    
    2016
    
    
    
    47
    
    
    Non-recourse, fixed rateMarina Towers
    
    Los Angeles
    
    
    5.84
    
    
    
    2016
    
    
    
    21
    
    
    Non-recourse, fixed rateMezzanine debt
    
    
    
    
    7.53
    
    
    
    2011
    
    
    
    3,093
    
    
    Non-recourse, floating rateCMBS Pool debt
    
    
    
    Various
    
    Various
    
    
    1,063
    
    
    Various6.77
    %
    
    
    
    
    
    $
    5,758Canadian FundFirst Canadian Place
    
    Toronto
    
    
    8.06
    
    
    
    2009
    
    
    
    66
    
    
    Non-recourse, fixed ratePlace de Ville I
    
    Ottawa
    
    
    7.81
    
    
    
    2009
    
    
    
    7
    
    
    Non-recourse, fixed rateEnbridge Tower
    
    Edmonton
    
    
    6.72
    
    
    
    2009
    
    
    
    2
    
    
    Non-recourse, fixed rate151 Yonge
    
    Toronto
    
    
    6.01
    
    
    
    2012
    
    
    
    12
    
    
    Non-recourse, fixed rateJean Edmonds Tower
    
    Ottawa
    
    
    5.55
    
    
    
    2014
    
    
    
    2
    
    
    Non-recourse, fixed rateJean Edmonds Tower
    
    Ottawa
    
    
    6.79
    
    
    
    2024
    
    
    
    17
    
    
    Non-recourse, fixed rate7.53
    %
    
    
    
    
    
    $
    106CorporateCorporate revolver
    
    
    
    
    5.70
    
    
    
    2009
    
    
    
    251
    
    
    Recourse, floating rateCorporate term loan
    
    
    
    
    6.10
    
    
    
    2008
    
    
    
    150
    
    
    Recourse, floating rateTotal Commercial Property Debt
    
    
    
    
    6.65
    %
    
    
    
    
    
    $
    12,125
 (1)
    
    Development debt
 12




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##### 



Primary Markets and Properties
   Manhattan, New York
  Midtown Manhattan
  Brookfield Properties Direct
 Total Area
    
    Form and PercentageProperty
    
    (000s Sq.Ft.)
    
    of Ownership
    
    Description245 Park Avenue
    
    
    1,692
    
    
    51% fee interest.
New York State
Teachers
Retirement System
owns remaining 49%
interest.
    
    245 Park Avenue is
a 44-story office
tower located in
Midtown Manhattan
on Park Avenue at
46th Street,
immediately
adjacent to Grand
Central Station.
The building was
completed in 1970.
This property has
undergone a
complete renovation
of the lobby, plaza
and elevators.300 Madison Avenue
    
    
    1,094
    
    
    100% fee interest.
    
    Designed by
Skidmore Owings &
Merrill, 300
Madison Avenue
rises 35 stories in
the heart of
Midtown Manhattan,
one block west of
Grand Central
Terminal. The
elevated, spacious
lobby features a
striking 8-story
glass atrium
ascending above the
buildings main
entrance at the
corner of 42nd
Street and Madison
Avenue. The
building features
an auditorium,
dining facilities
and other amenities
on the expansive
lower levels.
 U.S. Office Fund
 Total Area
    
    Form and PercentageProperty
    
    (000s Sq.Ft.)
    
    of Ownership
    
    DescriptionThe Grace Building
    
    
    1,519
    
    
    49.9% fee interest.
    
    The Grace Building is a 49-story tower, completed in 1971. It is
centrally located in Midtown Manhattan at 6th Avenue and 42nd Street and
is equipped with a state-of-the-art security system and communications
infrastructure, including high-speed Internet access and alternative
telecom services.1065 Ave of the
Americas
    
    
    665
    
    
    99% fee interest.
    
    1065 Avenue of the Americas is a 34-story tower, completed in 1958 and
renovated in 1993.1411 Broadway
    
    
    1,149
    
    
    49.9% fee interest.
    
    1411 Broadway is a 40-story tower, completed in 1979 and renovated in 1999.1460 Broadway
    
    
    215
    
    
    49.9% fee interest.
    
    1460 Broadway is a 17-story tower, completed in 1951 and renovated in 1999.
 Lower Manhattan
   13




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##### 



Brookfield Properties Direct
 Total Area
    
    Form and PercentageProperty
    
    (000s Sq.Ft.)
    
    of Ownership
    
    DescriptionOne World Financial 
Center
    
    
    1,628
    
    
    100% leasehold interest.
    
    One World Financial
Center is located
at the South end of
the four unique
office towers,
designed by Cesar
Pelli, comprising
the landmark World
Financial Center
complex that
includes extensive
public spaces and
the spectacular
Winter Garden. One
World Financial
Center is a
40-story tower
which was completed
in 1985. The
building is
connected to the
World Financial
Center complex
through an enclosed
passageway.Two World Financial 
Center
    
    
    2,491
    
    
    100% leasehold interest.
    
    Two World Financial
Center is a
44-story tower
which was completed
in 1987. Tower Two
is one of the World
Financial Center
buildings which
houses the world
headquarters of
Merrill Lynch.
Tower Two is
directly connected
to the retail area
of the World
Financial Center
and the Winter
Garden.Three World 
Financial Center
    
    
    1,232
    
    
    Share of a tenancy in
common interest.
    
    Completed in 1986,
Three World
Financial Center is
a 53-story tower,
with our share of
the building
measuring 1,232,000
square feet of
rentable area, and
is world
headquarters for
American Express.
Three World
Financial Center is
connected to the
rest of the World
Financial Center
complex through a
courtyard, leading
to the Winter
Garden, a dramatic,
glass and steel
grand public space
with a 120 vaulted
ceiling.Four World 
Financial Center
    
    
    1,803
    
    
    51% leasehold interest.
Merrill Lynch owns
remaining 49% leasehold
interest.
    
    Four World
Financial Center is
a 24-story tower
which was completed
in 1986. Tower
Four is one of the
World Financial
Center buildings
which houses the
world headquarters
of Merrill Lynch
and is 100% leased
to and occupied by
Merrill Lynch.One Liberty Plaza
    
    
    2,214
    
    
    100% fee interest.
    
    One Liberty Plaza
is a 53-story
building located
adjacent to the
World Trade Center
site in the
financial district
of Lower Manhattan.
The building was
completed in 1971
as U.S. Steels
world headquarters
and was occupied by
Merrill Lynch as
its world
headquarters until
its move to the
World Financial
Center. Since
1987, the building
has undergone
substantial
renovation,
including complete
reconstruction of
the lobby and plaza
areas.
 U.S. Office Fund
 Total AreaProperty
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionOne New York Plaza
    
    
    2,459
    
    
    100% fee interest.
    
    One New York Plaza
is a 50-story tower
which was completed
in 1970. One New
York Plaza is
located at Water
and Whitehall
Streets and is the
southernmost of all
Manhattan
skyscrapers. The
building underwent
a renovation in
1995.Newport Tower
    
    
    1,062
    
    
    100% fee interest.
    
    Completed in 1990,
the building is a
36-story tower
measuring. The
building offers
unobstructed views
of the New York
Harbor and
Manhattan skyline
and is easily
accessible from the
New Jersey Turnpike
and Holland Tunnel.
 14




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##### 



Boston, Massachusetts
    Brookfield Properties Direct
 Total Area
    
    Form and PercentageProperty
    
    (000s Sq.Ft.)
    
    of Ownership
    
    Description53 State Street
    
    
    1,161
    
    
    100% leasehold interest.
    
    53 State Street is
the successful
union of the
historic granite
and marble Boston
Stock Exchange
Building with a
40-story,
reflective glass,
modern office
tower. The two
buildings are
connected by a
seven-story,
glass-enclosed
atrium.75 State Street
    
    
    1,002
    
    
    100% fee interest.
    
    75 State Street
includes a
685-space
underground parking
garage and is
located in the
heart of Bostons
financial district
adjacent to Faneuil
Hall, Quincy
Market. The
31-story office
tower, completed in
1988, is clad in
five types of
granite accented
with gold leaf and
has a 6-story great
hall finished in
seven types of
marble with
mahogany and bronze
accents.
 15




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##### 



Washington, D.C.
     Brookfield Properties Direct
 Total Area
    
    Form and PercentageProperty
    
    
    (000s Sq.Ft.)
    
    Of Ownership
    
    Description1625 Eye Street
    
    
    571
    
    
    100% fee interest.
    
    Located at Farragut
Square, the
12-story office
building has
374,000 square feet
of office space,
11,714 square feet
of retail space and
425 available
parking spaces (1
space per 1,100
square feet). 1625
Eye Streets
prominent design
features a
limestone and glass
façade with a
9-story
light-filled atrium
facing Eye Street.
An illuminated
160-foot campanile
offers upper floor
tenants panoramic
views of the
Washington skyline.701 9th Street
    
    
    547
    
    
    100% fee interest.
    
    701 9th Street is
located across from
the national
Portrait Gallery
and one block west
of the Verizon
Center.Potomac Tower
    
    
    440
    
    
    100% fee interest.
    
    Located at 1001
North 19th Street
in Rossyln,
Virginia, Potomac
Tower is situated
across the Potomac
River from
Georgetown. The
building offers a
panorama of the
Washington, D.C.
skyline including
the national
monuments and the
Capitol and an open
view corridor up
and down the
Potomac River.
Designed by I.M.
Pei and completed
in 1989, Potomac
Tower is one Metro
stop from
Washington, D.C.s
CBD, and five
minutes from
Washington Reagan
National Airport.One Bethesda Center
    
    
    168
    
    
    100% fee interest.
    
    One Bethesda Center
is located at 4800
Hampden Lane in the
core of the
Bethesda-CBD office
market. This
12-story building
includes 396
parking spaces in a
four-level garage.
The office building
is connected to a
2-story retail
structure by a
brick paved plaza
that is highlighted
by a dramatic clock
tower. The
propertys
stepped floor
plates offer
tenants sunlit
terraces while
simultaneously
creating a unique
silhouette against
the Bethesda
skyline.601 & 701 South 
12th Street
    
    
    540
    
    
    100% fee interest.
    
    Located on five
acres in the
Pentagon City
submarket of
Arlington,
Virginia, 601 and
701 South 12th
Street consists of
two 12-story office
buildings. Green
space connects the
buildings which are
fully leased to the
U.S. General
Services
Administration and
houses the
headquarters of the
Transportation
Security
Administration.
 16




---



##### 



U.S. Office Fund
 Total AreaProperty
    
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    Description1225 Connecticut
Avenue
    
    
    269
    
    
    100% fee interest.
    
    1225 Connecticut Avenue is a freestanding 8-story structure with
windows on all four sides. Originally built in 1968, the property
offers retail space and underground parking on-site. The property is
currently undergoing an extensive interior and exterior renovation and
will deliver in late 2008.1200 K Street
    
    
    434
    
    
    100% fee interest.
    
    Built in 1992, 1200 K Street is a 12-story building that is well
located in the East End submarket of Washington, D.C. This office
building is currently leased to PBGC in its entirety.1250 23rd Street
    
    
    132
    
    
    100% fee interest.
    
    1250 23rd St. was designed by H. Saka & Associates and opened in 1990.1250 Connecticut
    
    
    198
    
    
    100% fee interest.
    
    A unique Downtown building, 1250 Connecticut Avenue is a freestanding
8-story structure with windows on all four sides. Originally built in
1964, the property was renovated in 1996 and offers restaurants,
retail and underground parking on site.1400 K Street
    
    
    224
    
    
    100% fee interest.
    
    1400 K was designed by Skidmore, Owings & Merrill and opened in 1981.
Located in the East End business district, the building has views of
beautiful Franklin Park. The lobby and entrance were renovated in
2002. The 12-story building has windows on all four sides allowing
abundant natural light.2000 L Street
    
    
    383
    
    
    100% fee interest.
    
    Centrally located in the CBD, 2000 L Street is an 8-story office
building that opened in 1968. In 1998, the building entrance, lobby,
storefronts and common areas were remodeled as part of a redesign by
RTKL Associates. A large 44,000 sq. ft. floor plate offers remarkable
flexibility and efficiency for tenants large and small.2001 M Street
    
    
    264
    
    
    98% fee interest.
The remaining 2% is
owned by other
partners.
    
    Built in 1987, this 9-story office building is considered one of the
most prominent office buildings in the Washington, D.C. market.
Located in the West End of the CBD and within the Golden Triangle BID,
this beautiful, polished granite, Class A building has abundant
parking and is close to numerous restaurants and shopping.2401 Pennsylvania Ave
    
    
    93
    
    
    100% fee interest.
    
    Designed by Keyes Condon Florance, 2401 Pennsylvania Avenue was the
recipient of The Washington Chapter of the American Institute of
Architects (AIA/DC) Award for Excellence in Architecture. The
mixed-use office, retail and residential building, built in 1990, is
situated on the corner of Pennsylvania Avenue right at Washington
Circle.Bethesda Crescent
    
    
    336
    
    
    100% fee interest.
    
    Designed by Keyes Condon Florance, Bethesda Crescent is comprised of
three office buildings located above the Bethesda Metro Station.Silver Spring Metro
Plaza
    
    
    771
    
    
    100% fee interest.
    
    Silver Spring Metro Plaza is comprised of three buildings conveniently
located in the Downtown Silver Spring business district and adjacent
to the Metrorail, Marc Train and Metrobus depot.One Reston Crescent
    
    
    185
    
    
    100% fee interest.
    
    One Reston Crescent, the first building of the Reston Crescent
development, is a 6-story structure with state-of-the-art building
systems and an elegant 2-story lobby. Reston Crescent is a 36-acre,
carefully phased master development set in a wooded park along the
Dulles Corridor in Reston, Virginia.Sunrise Tech Park
    
    
    316
    
    
    100% fee interest.
    
    Sunrise Technology Park is a professional complex of four contemporary
office and research and development buildings situated in Northern
Virginias Reston/Herndon Corridor. Each single story structure
features wrap-around window lines.Two Ballston Plaza
    
    
    223
    
    
    100% fee interest.
    
    Two Ballston Plaza is an 11 floor building located at the west end of
the Rosslyn-Ballston corridor. Commuters enjoy convenience to the
Ballston Metro Station and quick access to Interstate 66. The
property is easily accessible to both Ronald Reagan National Airport
and Dulles International Airport.Victor Building
    
    
    343
    
    
    49.9% of the fee
interest. The
remaining interest
is held by
Principal.
    
    Expanded and renovated in 2000, the Victor Building is a historic
property located in the East End submarket in Washington, D.C.. It is
a freestanding 9-story office building. The lobby and entrance have
recently been renovated and a fitness center and rooftop terrace have
been added.1550 & 1560 Wilson
Blvd
    
    
    334
    
    
    100% fee interest.
    
    The 1550 building is a 7-story pre-cast concrete building built in
1984 with efficient 20,000 square foot floor plates. The lobby was
upgraded in 2001 with an earth-tone marble floor and light wood
accents on the walls. The 1560 building is 12 stories tall and was
delivered in 1986 with a glass curtain wall system offering sweeping
views of Arlington, Virginia.
 17




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##### 



Toronto, Ontario
    Brookfield Properties Direct
 Total Area
    
    Form and PercentageProperty
    
    
    (000s Sq.Ft.)
    
    of Ownership
    
    DescriptionBrookfield Place
    
    
    
    
    
    
    
    Brookfield Place
consists of almost
2.5 million square
feet of rentable
commercial space
comprising two
high-rise office
towers located in
Torontos financial
core in the block
bounded by Bay,
Wellington, Yonge
and Front Street.
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
    
    
    1,340
    
    
    100% fee interest.
    
    The Bay Wellington
Tower is a 47-story
tower located on
the northern
portion of
Brookfield Place.  
TD Canada Trust Tower
    
    
    1,144
    
    
    50% fee interest.
The remaining 50%
interest is owned
by OMERS Realty
Corporation
(ORC).
    
    The TD Canada Trust
Tower is a 51-story
tower located on
the southern
portion of
Brookfield Place.  
22 Front Street ,
Retail and Parking
    
    144 and 805
    
    100% fee interest
in 22 Front Street,
a 75% interest in
Retail & Parking,
Brookfield Place.
The remaining 25%
interest is owned
by ORC.
    
    This retail,
heritage, office
and parking complex
is located between
the TD Canada Trust
and Bay Wellington
Towers and
encompasses the
office space in the
historic and
entertainment
portion of
Brookfield Place
with the retail on
the concourse and
main street levels
as well as 1,465
below-grade parking
stalls serving the
Brookfield Place
complex and
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 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.  
105 Adelaide Street
West
    
    
    232
    
    
    100% leasehold
interest and a 25%
interest in the
Canadian Office
Funds 50%
interest.
    
    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
completely
renovated in 1990.Hudsons Bay Centre
    
    
    1,092
    
    
    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, Marriott
Hotel, apartments,
condominiums and an
extensive retail
concourse with a
variety of retail
shops and services.
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, HBC
offers excellent
accessibility.
 18




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##### 



Total Area
    
    Form and PercentageProperty
    
    
    (000s Sq.Ft.)
    
    of Ownership
    
    DescriptionQueens Quay Terminal
    
    
    504
    
    
    100% fee interest.
    
    Queens Quay
Terminal is located
in the waterfront
in Downtown
Torontos financial
district. The
property also
contains 72
condominium units
which are owned
freehold by other
parties.HSBC Building
    
    
    225
    
    
    100% fee interest
in 2/3 of the
property and a 100%
leasehold interest
in 1/3 of the
property.
    
    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
1991 and is
integrated with the
Toronto financial
core and
underground
pedestrian network.
 Canadian Office Fund
 Total AreaProperty
    
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionFirst Canadian Place
    
    
    2,781
    
    
    50% fee interest.
The other 50%
interest owner is a
Canadian life
insurance company.
    
    Located in Downtown
Toronto, First
Canadian Place is a
complex consisting
of office, banking,
shopping complex
and parking. With
72-storys, the
office tower has
remained
unchallenged as the
tallest office
building in Canada
since it was
constructed in
1975.2 Queen St. E.
    
    
    545
    
    
    100% fee and
leasehold interest.
    
    2 Queen Street
East, also known as
Manulife Tower, is
situated in
Torontos financial
core and is the
citys newest
Downtown office
tower. The
propertys unique
design incorporates
a 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.151 Yonge St.
    
    
    371
    
    
    100% fee interest.
    
    The Yonge Richmond
Centre is situated
in Torontos
financial core.
The property
provides a direct
connection to the
citys underground
pedestrian walkway
and is connected to
the Manulife Tower
to the north as
well as the Queen
Street subway
station.4342 Queen Street
(Niagara Falls,
Ontario)
    
    
    209
    
    
    100% fee interest.
    
    4342 Queen Street
West is situated in
Niagara Falls,
Ontario. Its
tenant base has
access to the
Canada/U.S. border
crossings and it is
connected to all
major highway
routes, both in the
USA and Canada.
The property offers
modern and
efficient systems
and tenant
improvement
finishes and is as
such the highest
quality Class A
office building in
the entire Niagara
region.
 19




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##### 



Calgary, Alberta
    Brookfield Properties Direct
 Total Area
    
    Form and PercentageProperty
    
    (000s Sq.Ft.)
    
    of Ownership
    
    DescriptionBankers Hall
    
    
    2,693
    
    
    50% fee interest.
The remaining 50%
interest is owned
by BCIMC.
    
    Bankers Hall
complex is
comprised of three
towers, East Tower,
West Tower and the
Royal Bank
Building. The East
and West Towers and
twin 50-story
office towers
sitting above a
7-story
office/retail
podium that
integrates the
historic
Hollingsworth
Building and the
adjacent 24-story
Royal Bank
Building. Parking
is provided for
1,169 vehicles in a
six-level
underground parking
garage and an
eight-level above
ground parking lot.Petro-Canada Centre
    
    
    1,952
    
    
    50% fee interest.
The remaining 50%
interest is owned
by ARCI Ltd.
    
    Petro-Canada Centre
consists of a
two-tower
office-retail
complex and
underground parking
garage. The office
towers are 52-story
west tower and the
32-story east
tower. The
property is located
in the Calgary 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
    
    
    1,681
    
    
    50% fee interest.
The remaining 50%
interest is owned
by Alberta
Investment
Management.
    
    Fifth Avenue Place
is comprised of two
35-story office
towers. Fifth
Avenue place is
connected to the
above-ground
pedestrian walkway
system, was
completed in 1981,
and since
acquisition has
undergone a
substantial capital
investment program.
 Canadian Office Fund
 Total AreaProperty
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionAltius Centre
    
    
    378
    
    
    100% fee interest.
    
    Altius Centre is
situated in the
heart of Downtown
Calgary. The
property is a
single tower,
31-story office
building, directly
connected to the
citys above-ground
walkway system.
 20




---



##### 



Ottawa, Ontario
     Canadian Office Fund
 Total AreaProperty
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionPlace de Ville II
    
    
    1,043
    
    
    100% fee interest.
    
    Place de Ville II
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. The
property, the
tallest in Ottawa,
is comprised of a
29-story office
building, known as
Tower C and a
4-story office
building known as
the Podium.The property is
part of a large
mixed use
development that
includes four
office towers, an
underground retail
complex, two hotels
and a five level
underground parking
garage (the hotels
were severed from
the complex and
sold several years
ago). PDV I with
PDV II are
connected below
grade through the
retail concourse
and parking garage.Place de Ville I
    
    
    1,089
    
    
    100% 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. The
property is
comprised of two
towers (A and B),
situated at right
angles to each
other.Jean Edmonds Towers
    
    
    648
    
    
    100% 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 and Bank
Street. The
property is
comprised of two
towers (North and
South), situated
parallel to each
other.
 21




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##### 



Southern California
  Los Angeles CBD
  U.S. Office Fund
 Total AreaProperty
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionFigueroa at Wilshire
    
    
    1,162
    
    
    100% fee interest.
    
    The 52-story office
tower, completed in
1990, features a
Brazilian Rose
polished granite
exterior, two
dramatic, 75-foot
high atria lobbies,
and an open-air
plaza highlighted
by a 36-foot tall
fire and water
feature.Bank of America Plaza
    
    
    1,765
    
    
    100% fee interest.
    
    Bank of America
Plaza was completed
in 1974. The
55-story office
tower is situated
on a 4.21-acre site
that features a
unique formal
garden with over
200 trees and three
24-foot waterfalls.
Near the buildings
main entrance is
the 42-foot-high
Four Arches
sculpture by
Alexander Calder.Ernst & Young Tower
    
    
    1,636
    
    
    100% fee interest.
    
    Ernst & Young
Plaza, completed in
1985, is located in
the heart of
Downtown LAs CBD,
providing
spectacular views
of the city. The
project consists of
a 41-story and a
330,000 square foot
multi-level retail
mall. The tower was
designed by
Skidmore, Owings &
Merrill and is
positioned on a
landscaped, open
air, 2.5 acre
plaza.
 Los Angeles Westside
  22




---



##### 



U.S. Office Fund
 Total AreaProperty
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionMarina Towers
    
    
    468
    
    
    50% leasehold interest.
A family trust holds
the remaining 50%
interest.
    
    This two tower
property was built
in 1971. It offers
terrific views of
the Ocean Marina
and has easy access
to the San Diego
(405) and Marina
Airport (90)
freeways and Los
Angeles
International
Airport.5670 Wilshire Blvd.
    
    
    409
    
    
    100% fee interest.
    
    5670 Wilshire
Boulevard is a
27-story office
building, built in
1964 and renovated
in 1991. Outside
of the serene
granite clad lobby
is a landscaped
courtyard leading
to the 5-story
parking structure.9665 Wilshire Blvd.
    
    
    226
    
    
    100% fee interest.
    
    9665 Wilshire
Boulevard is a
10-story office
building located in
Beverly Hills. The
building was built
in 1972 and
renovated in 1993.Westwood Center
    
    
    316
    
    
    100% fee interest.
    
    Westwood Center is
a 22-story office
building, built in
1965 and completely
renovated in 2000.
Awarded the
International BOMA
Award in 2000, the
building features
floor-to-ceiling
glass, a
beautifully
designed lobby with
abundant natural
light and state of
the art
communication
systems.World Savings Center
    
    
    639
    
    
    100% leasehold interest.
    
    Built in 1983,
World Savings
Center is a
prominent 25-story
Class A office
building located in
the Brentwood area
of Los Angeles.
The building offers
large floor plates,
beautiful ocean,
city and mountain
views and is within
walking distance of
Brentwoods many
restaurants, banks
and retail
services.Howard Hughes Center
    
    
    
    
    
    
    
    Howard Hughes
Center is a
first-class
multi-building
project located on
the Westside of Los
Angeles and
convenient to the
Los Angeles
International
Airport, Marina Del
Rey and the South
Bay. The complex
includes lushly
landscaped plazas,
restaurants,
theaters, an
upscale health club
and retail
services. The
center is
strategically
located on a high
profile site along
the 405 freeway,
with dedicated
freeway ramps to
and from the
center.    6060 Center Drive
    
    
    370
    
    
    100% fee interest.
    
    6060 Center Drive
is a 10-story
office building,
completed in 1999.
It is nestled
against a gentle
water feature
adjoining the main
central courtyard
and large, 25,000
foot floor plates.
The building
includes 20,000
square feet of
basement space.    6080 Center Drive
    
    
    451
    
    
    100% fee interest.
    
    6080 Center Drive
is a 12-story
office building,
completed in 2001.
The lobby features
natural stone and
glass and
incorporates the
striking adjacent
exterior landscape
for a distinctly
sophisticated feel.
The building
includes 20,000
square feet of
basement space.    6601 Center Drive
    
    
    148
    
    
    100% fee interest.
    
    Also known as
Northpoint Tower,
this 7-story office
building was
completed in 1991
and sits at the tip
of the center,
providing parapet
signage clearly
visible to the
highly-traveled 405
freeway.    Howard Hughes 
Tower
    
    
    459
    
    
    100% fee interest.
    
    Howard Hughes Tower
is a 16-story Class
A office building
with efficient
floor plates and
unobstructed views.
The first building
in the complex, the
tower was built in
1987 and renovated
in 2001, with
current elevator
and lobby
renovations in
progress    Spectrum Club
    
    
    37
    
    
    100% fee interest.
    
    This single-user
building was
constructed and
leased as a health
club, providing a
first-class amenity
to the surrounding
complex and
neighboring
revitalized
community.
 Long Beach
  U.S. Office Fund
 Total AreaProperty
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionLandmark Square
    
    
    655
    
    
    100% fee interest.
    
    Located in Downtown
Long Beach,
Landmark Square,
111 West Ocean
Boulevard, was
built in 1991 and
features office
space on
approximately 24
floors. Entry to
the building is
equally impressive
featuring granite
throughout the
lobby, high
ceilings, and
unique works by
local artists.
 23




---



##### 



San Diego
   U.S. Office Fund
 Total AreaProperty
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    Description701 B Street
    
    
    566
    
    
    100% leasehold interest.
    
    701 B Street is a
24-story Class A
office building,
completed in 1982,
and located in
Downtown San Diego.707 Broadway
    
    
    309
    
    
    100% leasehold interest.
    
    707 Broadway is
19-story building
built in 1961,
renovated 2001, and
located in Downtown
San Diego.Sorrento Towers
    
    
    602
    
    
    100% fee interest.
    
    Sorrento Towers is
an office and
retail complex
completed in 1991
and located in the
Sorrento Mesa
submarket north of
Downtown San Diego.
The complex
consists of four
office towers and
an adjacent 57,000
square foot retail
center.
 24




---



##### 



Houston
    Brookfield Properties Direct
 Total Area
    
    Form and PercentageProperty
    
    (000s Sq.Ft.)
    
    of Ownership
    
    Description1201 Louisiana
    
    
    892,000
    
    
    100% fee interest.
    
    1201 Louisiana is a
35-story building
located one block
east of the Allen
Center and is
directly linked to
the Houston CBD
tunnel system.
 U.S. Office Fund
 Total AreaProperty
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionCullen Center
    
    
    
    
    
    
    
    The Cullen Center office complex offers a unique combination
of Class A and Class B office space in one mixed-use
complex.    500 Jefferson
    
    
    434
    
    
    100% fee interest.
    
    500 Jefferson, comprising approximately 20 floors.    Continental 
Center 1
    
    
    1,509
    
    
    100% fee interest.
    
    Continental Center I comprises approximately 51 floors.    Continental 
Center 2
    
    
    530
    
    
    100% fee interest.
    
    Continental Center II comprises approximately 20 floors.    Kellogg Brown &
Root Tower
    
    
    1,302
    
    
    50% fee interest
and ground lease
interest.
    
    Kellogg Brown & Root Tower comprises approximately 40 floors.Allen Center
    
    
    3,183
    
    
    100% fee interest.
    
    Allen Center is a Class A office complex in Downtown Houston
consisting of One Allen Center (34 floors), Two Allen Center
(36 floors), Three Allen Center (50 floors), and Four Allen
Center (50 floors). Allen Center is the only Downtown
development that incorporates a significant amount of green
space into the common area plazas. Four Allen Center is
currently classified as a development property
 25




---



##### 



Denver, Colorado
    Brookfield Properties Direct
 Total Area
    
    Form and PercentageProperty
    
    (000s Sq.Ft.)
    
    of Ownership
    
    DescriptionRepublic Plaza
    
    
    1,795
    
    
    100% fee interest.
    
    Republic Plaza is
located in the
financial district
of Downtown Denver.
The project
consists of a
56-story office
tower containing
1,247,000 square
feet of rentable
office space,
45,000 square feet
of rentable retail
space and an
underground parking
facility for 200
vehicles consisting
of 503,000 square
feet. The property
also includes an
additional 1,250
above-ground
vehicle parking
facility. It is the
largest office
building in Denver
and was completed
in 1984.
 26




---



##### 



Minneapolis, Minnesota
    Brookfield Properties Direct
 Total Area
    
    Form and PercentageProperty
    
    (000s Sq.Ft.)
    
    of Ownership
    
    Description33 South Sixth Street /City 
Center
    
    
    1,777
    
    
    WRAP mortgage lender.
    
    33 South Sixth
Street property is
located in
Minneapolis on the
Nicollet Mall
between 6th and 7th
Streets in the
Downtown core. The
project consists of
a 52-story office
tower containing
1,082,000 square
feet of rentable
office space, a
234,000 square
foot, two-level
retail center,
136,000 square feet
of additional
office space within
the retail center,
and a six-level
325,000 square foot
parking facility
for 687 vehicles.
The project was
completed in 1983
and the retail
component was
extensively
renovated in 1993
and again in 2005.
The property is
integrated with our
Gaviidae Common
retail center and
is also adjacent to
Macys flagship
department store.
The property
includes the
602
-room Marriott
Hotel that is
constructed on a
land lease from us
until 2036 at a
fixed minimum
rental rate plus a
percentage of gross
revenue from the
hotel over a base
amount.Dain Plaza /Gaviidae 
Commons I & II
    
    
    1,231
    
    
    A 100% freehold interest.
    
    Dain Plaza is a
mixed-use office
and retail complex
consisting of
1,231,000 rentable
square feet in the
Minneapolis
financial district
stretching between
5th and 6th Street
on the Nicollet
Mall. The office
component comprises
593,000 square feet
and the retail
component consists
of Gaviidae Common
Phases I and II.
Gaviidae Common are
442,000 square
foot, consisting of
a four and
five-level retail
centers in Downtown
Minneapolis. The
property is located
immediately west of
the 33 South Sixth
Street building,
and diagonally
across from Macys
department store.
The project is
anchored by Saks
Off Fifth and
Neiman Marcus which
features waterfalls
and extensive
natural light. The
first phase
contains parking
for 490 vehicles
consisting of
138,000 square feet
and 254,000 of
square foot retail
and office area
which is anchored
at one end of Saks
Fifth Avenue.
Phases II consists
of 69,000 square
feet of retail
stores and a
119,000 square foot
Neiman Marcus
store, and also has
210 underground
parking stalls
consisting of
58,000 square feet.
 27




---



##### 



Edmonton, Alberta
   Canadian Office Fund
 Total AreaProperty
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionCanadian Western 
Bank Place
    
    
    497
    
    
    100% fee interest.
    
    Canadian Western
Bank Place is
situated in the
heart of Downtown
Edmonton, an office
market that
encompasses
approximately 13.5
million square feet
of space.Enbridge Tower
    
    
    213
    
    
    100% fee interest.
    
    Enbridge Tower is
situated in the
heart of Downtown
Edmonton, an office
market that
encompasses
approximately 13.5
million square feet
of space.
 28




---



##### 



Vancouver, British Columbia
   Brookfield Properties Direct
 Total Area
    
    Form and PercentageProperty
    
    (000s Sq.Ft.)
    
    of Ownership
    
    DescriptionRoyal Centre
    
    
    853
    
    
    100% fee interest.
    
    Royal Centre is a
Class A office
building located in
the prime CBD of
Downtown Vancouver.
This 860,400 square
foot, 37-story
building is
adjacent to the
Vancouver Hyatt
Regency Hotel and
is conveniently
situated close to
Robson Street shops
and restaurants.
The property has
two retail levels
with direct access
to Burrard Skytrain
station, in
addition to parking
for 742 vehicles in
a three-level
underground parking
garage.
 29




---



##### 



Service Businesses
 Brookfield LePage Johnson Controls Facility Management Services
  Brookfield Residential Management Services
  Employees
  30




---



##### 



Company And Real Estate Industry Risks
   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.
  We are dependent upon the economic climates of our primary markets.
  Because real estate investments are illiquid, we may not be able to sell properties when
appropriate.
  We face risks associated with the use of debt to finance our business, including refinancing risk.
   31




---



##### 



If we are unable to manage our interest rate risk effectively, our cash flows and operating results
may suffer.
  We have no corporate limitation on the amount of debt we can incur.
  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.
  We face potential adverse effects from tenant defaults, bankruptcies or insolvencies.
   Reliance on major tenants could adversely affect our results of operations.
  Our competitors may adversely affect our ability to lease our properties which may cause our cash
flows and operating results to suffer.
  32




---



##### 



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.
       Impact of terrorism may continue to have a negative impact on our results of operations.
  33




---



##### 



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 face risks associated with property acquisitions.
  We are subject to possible environmental liabilities and other possible liabilities.
    34




---



##### 



The expiration of long-term ground leases could adversely affect our results of operations.
  Building
    
    City
    
    Expiration
    
    Notes105 Adelaide Street West
    
    Toronto
    
    
    2013
    
    
    We own a 100% leasehold interest and a 25%
interest in the ground lessor which holds a 50%
freehold interest.First Canadian Place
    
    Toronto
    
    
    2023
    
    
    We own a 25% interest in the ground lessor which
holds a 50% freehold interest. We also own a 25%
interest in the ground lessors leasehold
interest and 50% of the leasehold interest
directly.Continental Center II
    
    Houston
    
    
    2058, 2059
    
    
    There are two ground leases for this property.Marina Towers
    
    Los Angeles
    
    
    2063World Savings Center
    
    Los Angeles
    
    
    2066Place de Ville I
    
    Ottawa
    
    
    2065
    
    
    There are two ground leases for this property.One, Two, Three and Four
World Financial Center
    
    New York
    
    
    2069701 B Street
    
    San Diego
    
    
    2069, 2076
    
    
    There are two ground leases for this property.Hudsons Bay Centre
    
    Toronto
    
    
    2070, 2011
    
    
    There are two ground leases for this property.HSBC Building (70 York Street)
    
    Toronto
    
    
    2083
    
    
    Ground lease only covers a portion of the property707 Broadway
    
    San Diego
    
    
    2089
    
    
    There are two ground leases for this property.2 Queen Street East
    
    Toronto
    
    
    2099
    
    
    Only a small portion of this property is subject
to the ground lease (0.15 acres of 0.99 acres)..
We own a 25% leasehold interest in the leasehold
parcel and a 25% interest in the freehold parcel.Bankers Hall
    
    Calgary
    
    
    2101
    
    
    We own a 50% interest in the ground lease.Royal Bank Building
    
    Calgary
    
    
    2101
    
    
    We own a 50% interest in the ground lessor.Kellogg Brown & Root Tower
    
    Houston
    
    
    2057Exchange Tower
    
    Toronto
    
    
    2891, 2115, 2232
    
    
    There are three ground leases for this property.
We own a 50% interest in the ground lessor of a
portion of the property.
 The impact of foreign exchange fluctuations may have a negative impact on our future revenues and
net income.
  35




---



##### 



The failure of certain of our subsidiaries to qualify as a REIT under U.S. tax rules would have
adverse tax consequences which could materially affect the cash flows we realize.
  
    
    the subsidiaries will be subject to tax on their taxable income at regular corporate
rates;
    
    the subsidiaries will not be able to deduct, and will not be required to make,
distributions to their stockholders, including us, in any year in which they fail to
qualify as a REIT;
    
    the subsidiaries could be subject to federal alternative minimum tax and/or increased
state and local taxes; and
    
    unless the subsidiaries are entitled to relief under specific statutory provisions, they
will be disqualified from taxation as REITs for the four taxable years following the year
during which they lose their qualification.
  Even if certain of our subsidiaries qualify as REITs, they are required to pay some taxes, which
may result in less cash available for distribution to stockholders.
     36




---



##### 



If we were a passive foreign investment company, or PFIC, for U.S. federal income tax purposes,
U.S. shareholders generally would be subject to adverse U.S. federal income tax consequences.
  37




---



##### 



DIVIDENDS AND DIVIDEND POLICY
    2007
    
    2006
    
    2005Per common share
    
    $
    0.55
    
    
    $
    0.51
    
    
    $
    0.43Total
    
    $
    216,298,786
    
    
    $
    172,725,592
    
    
    $
    150,245,310
  ($, except share information)Authorized
    
    Outstanding
    
    
    
    2007
    
    2006
    
    200514,202,000
    
    
    
    14,202,000
    
    
    Class A redeemable voting
    
    
    1,077,248
    
    
    
    1,101,572
    
    
    
    978,0992,000,000
    
    
    
    2,000,000
    
    
    Class AA Series E
    
    
    2,035,539
    
    
    
    1,696,032
    
    
    
    1,254,7708,000,000
    
    
    
    8,000,000
    
    
    Class AAA Series E
    
    
    3,598,972
    
    
    
    7,137,471
    
    
    
    5,087,7398,000,000
    
    
    
    8,000,000
    
    
    Class AAA Series F
    
    
    11,177,347
    
    
    
    10,619,469
    
    
    
    9,917,3556,000,000
    
    
    
    4,400,000
    
    
    Class AAA Series G
    
    
    5,775,000
    
    
    
    5,775,000
    
    
    
    5,775,0008,000,000
    
    
    
    8,000,000
    
    
    Class AAA Series H
    
    
    10,711,624
    
    
    
    10,176,991
    
    
    
    9,504,1328,000,000
    
    
    
    8,000,000
    
    
    Class AAA Series I
    
    
    9,687,034
    
    
    
    9,203,540
    
    
    
    8,595,0418,000,000
    
    
    
    8,000,000
    
    
    Class AAA Series J
    
    
    9,314,456
    
    
    
    8,849,558
    
    
    
    8,264,4636,000,000
    
    
    
    6,000,000
    
    
    Class AAA Series K
    
    
    7,265,276
    
    
    
    6,902,665
    
    
    
    6,446,281$
    60,642,496
    
    
    $
    61,462,298
    
    
    $
    55,822,880
 DESCRIPTION OF CAPITAL STRUCTURE
 General Description of Capital Structure
  Class A Preference Shares 14,202,000 authorized
   Class AA Preference Shares  3,600,000 authorized (formerly 6,000,000 authorized, of which
2,400,000 shares have been issued and redeemed)
  Class AAA Preference Shares  unlimited authorized
        38




---



##### 



Appendix C www.brookfieldproperties.com www.sedar.com
 Ratings
  Dominion BondStandard
& Poors Rating Service (S&P)
    
    Rating Service Inc. (DBRS)Corporate rating
    
    BBB
    
    BBB(high)Preference shares
    
    P-3(high)
    
    Pfd-3(high)
      39




---



##### 



MARKET FOR SECURITIES
   TSX(1)
    

NYSE(2)Price (C$)
    
    
    
    
    
    Price ($)Month
    
    High
    
    Low
    
    Volume
    
    High
    
    Low
    
    VolumeJanuary
    
    
    54.77
    
    
    
    45.63
    
    
    
    3,645,635
    
    
    
    31.03
    
    
    
    25.88
    
    
    
    33,883,048February
    
    
    57.96
    
    
    
    51.15
    
    
    
    5,765,318
    
    
    
    32.81
    
    
    
    29.09
    
    
    
    27,415,200March
    
    
    52.55
    
    
    
    44.99
    
    
    
    5,354,480
    
    
    
    29.92
    
    
    
    25.87
    
    
    
    28,705,800April
    
    
    47.67
    
    
    
    44.13
    
    
    
    3,218,449
    
    
    
    28.29
    
    
    
    25.50
    
    
    
    21,706,800May
    
    
    46.15
    
    
    
    26.74
    
    
    
    6,783,854
    
    
    
    28.22
    
    
    
    24.76
    
    
    
    23,983,050June
    
    
    29.11
    
    
    
    24.85
    
    
    
    6,716,518
    
    
    
    27.28
    
    
    
    23.20
    
    
    
    23,629,600July
    
    
    27.72
    
    
    
    22.76
    
    
    
    7,266,411
    
    
    
    25.52
    
    
    
    21.61
    
    
    
    31,511,900August
    
    
    26.60
    
    
    
    23.01
    
    
    
    8,593,346
    
    
    
    25.27
    
    
    
    21.37
    
    
    
    38,659,700September
    
    
    25.26
    
    
    
    22.88
    
    
    
    4,823,462
    
    
    
    25.08
    
    
    
    22.06
    
    
    
    24,112,000October
    
    
    26.53
    
    
    
    22.69
    
    
    
    5,461,045
    
    
    
    27.10
    
    
    
    23.41
    
    
    
    24,335,400November
    
    
    23.99
    
    
    
    19.20
    
    
    
    7,658,487
    
    
    
    25.52
    
    
    
    19.27
    
    
    
    31,649,800December
    
    
    21.83
    
    
    
    18.20
    
    
    
    6,549,552
    
    
    
    21.69
    
    
    
    18.54
    
    
    
    31,608,100
 (1)
    
    Source, TSX Market Data(2)
    
    Source, Sun Gard
  Price (C$)Month
    
    High
    
    Low
    
    VolumeJanuary
    
    
    27.90
    
    
    
    27.36
    
    
    
    89,254February
    
    
    27.99
    
    
    
    27.41
    
    
    
    79,482March
    
    
    28.04
    
    
    
    27.41
    
    
    
    57,186April
    
    
    27.82
    
    
    
    26.81
    
    
    
    89,914May
    
    
    27.16
    
    
    
    26.45
    
    
    
    107,335June
    
    
    26.87
    
    
    
    25.61
    
    
    
    161,565July
    
    
    27.25
    
    
    
    25.60
    
    
    
    119,853August
    
    
    26.47
    
    
    
    26.01
    
    
    
    87,799September
    
    
    26.43
    
    
    
    25.74
    
    
    
    77,170October
    
    
    25.75
    
    
    
    24.58
    
    
    
    73,045November
    
    
    26.24
    
    
    
    25.00
    
    
    
    140,302December
    
    
    25.69
    
    
    
    24.23
    
    
    
    225,876
  Price (C$)Month
    
    High
    
    Low
    
    VolumeJanuary
    
    
    26.75
    
    
    
    25.31
    
    
    
    66,660February
    
    
    26.80
    
    
    
    26.11
    
    
    
    42,495March
    
    
    26.85
    
    
    
    26.20
    
    
    
    53,006April
    
    
    26.95
    
    
    
    26.00
    
    
    
    36,050May
    
    
    26.65
    
    
    
    25.31
    
    
    
    45,170June
    
    
    26.20
    
    
    
    24.70
    
    
    
    55,162July
    
    
    25.40
    
    
    
    24.85
    
    
    
    58,410August
    
    
    25.38
    
    
    
    24.45
    
    
    
    58,922September
    
    
    25.00
    
    
    
    24.12
    
    
    
    60,640October
    
    
    25.34
    
    
    
    24.02
    
    
    
    70,990November
    
    
    25.50
    
    
    
    24.00
    
    
    
    115,378December
    
    
    25.30
    
    
    
    23.05
    
    
    
    123,075
 40




---



##### 



Price (C$)Month
    
    High
    
    Low
    
    VolumeJanuary
    
    
    27.68
    
    
    
    27.18
    
    
    
    71,695February
    
    
    27.35
    
    
    
    27.06
    
    
    
    50,396March
    
    
    27.40
    
    
    
    27.01
    
    
    
    28,101April
    
    
    27.65
    
    
    
    27.12
    
    
    
    263,767May
    
    
    27.33
    
    
    
    27.00
    
    
    
    64,163June
    
    
    27.18
    
    
    
    25.45
    
    
    
    133,416July
    
    
    26.69
    
    
    
    25.45
    
    
    
    47,190August
    
    
    26.82
    
    
    
    25.45
    
    
    
    89,235September
    
    
    26.59
    
    
    
    25.43
    
    
    
    111,111October
    
    
    25.70
    
    
    
    24.26
    
    
    
    97,857November
    
    
    25.23
    
    
    
    23.99
    
    
    
    198,637December
    
    
    25.50
    
    
    
    23.00
    
    
    
    311,139
  Price (C$)Month
    
    High
    
    Low
    
    VolumeJanuary
    
    
    26.49
    
    
    
    25.97
    
    
    
    58,474February
    
    
    26.29
    
    
    
    25.98
    
    
    
    27,917March
    
    
    26.49
    
    
    
    26.00
    
    
    
    88,657April
    
    
    26.17
    
    
    
    25.85
    
    
    
    300,138May
    
    
    25.96
    
    
    
    25.02
    
    
    
    140,242June
    
    
    25.67
    
    
    
    25.00
    
    
    
    116,005July
    
    
    25.40
    
    
    
    25.07
    
    
    
    80,744August
    
    
    25.49
    
    
    
    24.66
    
    
    
    76,657September
    
    
    25.55
    
    
    
    25.03
    
    
    
    342,227October
    
    
    25.63
    
    
    
    24.75
    
    
    
    189,766November
    
    
    25.34
    
    
    
    24.26
    
    
    
    127,928December
    
    
    25.04
    
    
    
    24.00
    
    
    
    97,306
  Price (C$)Month
    
    High
    
    Low
    
    VolumeJanuary
    
    
    26.52
    
    
    
    25.65
    
    
    
    208,533February
    
    
    26.48
    
    
    
    25.95
    
    
    
    108,752March
    
    
    26.46
    
    
    
    25.90
    
    
    
    179,055April
    
    
    26.33
    
    
    
    25.40
    
    
    
    127,525May
    
    
    26.17
    
    
    
    24.97
    
    
    
    208,033June
    
    
    25.37
    
    
    
    23.75
    
    
    
    216,381July
    
    
    25.28
    
    
    
    24.67
    
    
    
    207,993August
    
    
    25.02
    
    
    
    24.01
    
    
    
    119,275September
    
    
    25.39
    
    
    
    23.35
    
    
    
    122,419October
    
    
    24.64
    
    
    
    23.36
    
    
    
    125,780November
    
    
    24.61
    
    
    
    21.50
    
    
    
    320,962December
    
    
    22.30
    
    
    
    20.56
    
    
    
    439,245
  Price (C$)Month
    
    High
    
    Low
    
    VolumeJanuary
    
    
    26.98
    
    
    
    26.50
    
    
    
    65,796February
    
    
    26.74
    
    
    
    26.08
    
    
    
    138,762March
    
    
    26.64
    
    
    
    26.16
    
    
    
    70,753April
    
    
    26.43
    
    
    
    25.66
    
    
    
    109,985May
    
    
    25.99
    
    
    
    25.25
    
    
    
    182,827June
    
    
    25.33
    
    
    
    24.42
    
    
    
    134,847July
    
    
    25.59
    
    
    
    24.85
    
    
    
    95,093August
    
    
    25.39
    
    
    
    24.01
    
    
    
    91,316September
    
    
    25.80
    
    
    
    24.66
    
    
    
    66,983October
    
    
    25.20
    
    
    
    22.43
    
    
    
    83,792November
    
    
    23.58
    
    
    
    22.02
    
    
    
    220,018December
    
    
    23.18
    
    
    
    21.35
    
    
    
    252,550
 41




---



##### 



DIRECTORS AND OFFICERS
  Directors
 DirectorName, municipality of residence
    
    since
    
    Principal Occupation and Five-year Occupation HistoryGORDON E. ARNELL
Calgary, Alberta, Canada
    

    1989
    
    
    
    Mr. Arnell has been Chairman of our board of directors since 1995.WILLIAM T. CAHILL(1)(3)
Ridgefield, Connecticut, U.S.A.
    

    2000
    
    
    
    Mr. Cahill has been a Senior Credit Officer, Citi Community Capital since 2002.RICHARD B. CLARK
New York, New York, U.S.A.
    

    2002
    
    
    
    Mr. Clark has been President and Chief Executive Officer of Brookfield Properties since 2002.JACK L. COCKWELL
Toronto, Ontario, Canada
    

    1999
    
    
    
    Mr. Cockwell has been Group Chairman of BAM since 2003. Prior thereto he was
Co-Chairman, BAM from 2002.J. BRUCE FLATT(2)
Toronto, Ontario, Canada
    

    1996
    
    
    
    Mr. Flatt has been Managing Partner, Chief Executive Officer of BAM since 2002.RODERICK D. FRASER, PH.D.,
O.C.(3)Edmonton, Alberta, Canada
    

    2005
    
    
    
    Mr. Fraser is President Emeritus of the University of Alberta. He previously
served as President and Vice-Chancellor of the University of Alberta from
January, 1995 to June 2005.PAUL D. MCFARLANE(1)(2)
Mississauga, Ontario, Canada
    

    1998
    
    
    
    Mr. McFarlane is a corporate director. He retired from a Canadian chartered
bank in December 2002 after more than 40 years of service in numerous branch,
regional and head office positions, most recently as Senior Vice President,
Special Loans, from 1994 until retirement.ALLAN S. OLSON(1)(3)
Spruce Grove, Alberta, Canada
    

    1995
    
    
    
    Mr. Olson has been Chairman and Chief Executive Officer of First Industries
Corporation, an investment and management company, since 1991.LINDA D. RABBITT(2)
Bethesda, Maryland, U.S.A
    

    2005
    
    
    
    Ms. Rabbitt is Chief Executive Officer and founder of Rand Construction
Corporation since 1989.ROBERT L. STELZL(1)
Los Angeles, California, U.S.A
    

    2005
    
    
    
    Mr. Stelzl retired from Colony Capital, LLC after more than fourteen years
service as principal and member of the Investment Committee. Mr. Stelzl is
Chairman of Brookfield Homes and serves as a director of the Van Eck Family of
Mutual Funds in New York.DIANA L. TAYLOR
New York, New York, U.S.A
    

    2007
    
    
    
    Ms. Taylor is a managing director of Wolfensohn & Co. She served as the
Superintendent of Banks for the State of New York from June 2003 through March
2007. Ms. Taylor joined New York Governor Patakis staff in 1996, where she
served in several capacities, including as Deputy Secretary for Finance and
Housing.JOHN E. ZUCCOTTI
New York, New York, U.S.A.
    

    1998
    
    
    
    Mr. Zuccotti has been Co-Chairman of our board of directors since 2002,
Chairman of the board of directors of Brookfield Financial Properties, Inc.
since 1996 and Senior Counsel, Weil, Gotshal and Manges LLP since 1998.
  (1)   Member of the Audit Committee
 (2)   Member of the Human Resources and Compensation Committee
 (3)   Member of the Governance and Nominating Committee
 42




---



##### 



Officers
  Name, municipality ofresidence
    
    Position Held
    
    Five-year Occupation HistoryTHOMAS F. FARLEY
Calgary, Alberta, Canada
    
    President and Chief
Operating Officer,
Canadian Commercial
Operations
    
    Mr. Farley has held his present principal occupation since 2002.DENNIS H. FRIEDRICH
New York, New York, U.S.A.
    
    President and Chief
Operating Officer, U.S.
Commercial Operations
    
    Mr. Friedrich has held his present principal occupation since
2003, prior to which he was Executive Vice President and Chief
Operating Officer of Brookfield Properties New York-based
affiliate, Brookfield Financial Properties, since 2002.LAWRENCE F. GRAHAM
New York, New York, U.S.A.
    
    Executive Vice President
    
    Mr. Graham has been Executive Vice President of Brookfield
Properties since 2004. Prior thereto, he held senior
management positions in U.S. operations for Brookfield
Financial Properties and its predecessor companies including
Executive Vice President, Development and Senior Vice
President, Operations and Development.G. MARK BROWN
New York, New York, U.S.A.
    
    Senior Vice President,
Finance
    
    Mr. Brown has held his present principal occupation since 2005,
prior to which he was Senior Vice President, Capital Markets
for BAM since 2003, prior to which he was Senior Vice
President, Finance of Brookfield Properties since 2001.BRYAN K. DAVIS
New York, New York, U.S.A.
    
    Senior Vice President
and
Chief Financial Officer
    
    Mr. Davis has held his present principal occupation since 2007,
prior to which he spent four years as Senior Vice President,
Finance and one year as a Managing Partner of BAM. Prior to
that, Mr. Davis spent four years in various senior finance
positions with affiliates of BAM.BRETT M. FOX
New York, New York, U.S.A.
    
    Corporate Counsel and
Chief Compliance and
Administrative Officer
    
    Mr. Fox has held his present principal occupation since 2003,
prior to which he was Vice President and Associate Counsel of
Brookfield Properties New York-based affiliate, Brookfield Financial Properties.KATHLEEN G. KANE
New York, New York, U.S.A.
    
    Senior Vice President
and General Counsel
    
    Ms. Kane has held her present principal occupation since 2003,
prior to which she was Senior Vice President and General
Counsel of Brookfield Properties New York-based affiliate,
Brookfield Financial Properties.Michelle L. Campbell
New York, New York, U.S.A.
    
    Vice President and
Assistant Corporate
Counsel
    
    Ms. Campbell has held her present principal occupation since
2007, prior to which she was an associate at Torys LLP since
2002.MELISSA J. COLEY
New York, New York, U.S.A.
    
    Vice President,
Investor Relations and
Communications
    
    Ms. Coley has held her present principal occupation since 2002.P. KEITH HYDE
Toronto, Ontario, Canada
    
    Vice President, Taxation
    
    Mr. Hyde has held his principal occupation since 1988.DANA PETITTO
New York, New York, U.S.A.
    
    Vice President and
Controller
    
    Ms. Petitto has held her present principal occupation since
2007, prior to which she was Assistant Controller of Brookfield
Properties since 2004 and prior to which she was in the
Corporate Reporting Group at Bristol-Meyers Squibb Company.STEPHANIE A. SCHEMBARI
New York, New York, U.S.A.
    
    Vice President, Human
Resources
    
    Ms. Schembari has held her present principal occupation since
2005, prior to which she was Vice President, Human Resources
for Bovis Lend Lease. Prior to that, she held the position of
Managing Director of Human Resources at Insignia Financial
Group, Inc.MICHAEL P. SULLIVAN
New York, New York, U.S.A.
    
    Vice President, Risk
Management
    
    Mr. Sullivan has held his principal occupation since 2004,
prior to which he was Vice President, Casualty Underwriting at
Alea North America.
 43




---



##### 



Share Ownership
 www.sedar.com www.sec.gov www.brookfieldproperties.com
 LEGAL PROCEEDINGS
  INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
   AUDITORS, TRANSFER AGENT AND REGISTRAR
   44




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##### 



AUDIT COMMITTEE INFORMATION
  Appendix D
  Relevant Education and Experience
     Pre-Approval Policies and Procedures
  45




---



##### 



External Auditor Service Fees (By Category)
  Service Performed
    
    2007
    
    
    2006Audit fees (1)
    
    $
    2,535,000
    
    
    $
    2,990,000Audit related fees (2) (3)
    
    
    4,650,000
    
    
    
    6,350,000Tax fees
    
    
    605,000
    
    
    
    905,000Total fees
    
    $
    7,790,000
    
    
    $
    10,245,000
 (1)
    
    Included in this amount is $140,000 and $60,000 (2006 -
$130,000 and $45,000), respectively, relating to the audits of BPO Properties
Ltd. and FPT Brookfield Properties Inc., which are listed on the TSX.(2)
    
    Included in this amount is $3,475,000 (2006  $3,890,000),
related to audits of joint ventures of which Brookfield Properties share is
$2,155,000 (2006  $2,200,000).(3)
    
    Included in this amount is $nil (2006  $1,400,000) related
to accounting consultations in connection with accounting and reporting
standards related to transactions of joint ventures, of which Brookfield
Properties share is $nil (2006  $630,000).
     ADDITIONAL INFORMATION
  www.sedar.com www.sec.gov www.brookfieldproperties.com
 46




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##### 



APPENDIX A  SUBSIDIARIES
 .
 Jurisdiction of
    
    Percentage
    
    
    
    Property (including Percentage Interest if lessSubsidiary
    
    Formation
    
    Interest
    
    
    
    than 100%) /Line of BusinessBrookfield Properties Ltd.
    
    Ontario
    
    100%
    
    
    
    Property Management Company, Brookfield Place,Bay-Wellington Tower, Toronto and TD Canada TrustTower, Toronto (50%)Brookfield Place (Wellington) Limited
    
    Canada
    
    100%
    
    
    
    Head Lease, Brookfield Place,
Bay-Wellington Tower, TorontoGalleria Concourse Operations Inc.
    
    Ontario
    
    75%
    
    
    
    Head Lease, Brookfield Place,
Retail and Parking, TorontoCT Tower Investments Inc.
    
    Ontario
    
    50%
    
    
    
    Head Lease, Brookfield Place, TD
Canada Trust Tower, Toronto1455605 Ontario Limited
    
    Ontario
    
    100%
    
    
    
    Ground Lease, Brookfield Place,
Bay-Wellington Tower, TorontoCarma Ltd.
    
    Alberta
    
    100%
    
    
    
    Holding CompanyCarma Developers LP
    
    Alberta
    
    100%
    
    
    
    Land Development and Housing (Canada)Brookfield Properties, Inc.
    
    Delaware
    
    100%
    
    
    
    Holding CompanyCarma Inc.
    
    Delaware
    
    100%
    
    
    
    Land Development and Housing (US)Brookfield Properties (US) Inc.
    
    Delaware
    
    100%
    
    
    
    Holding CompanyBrookfield Commercial Properties, Inc.
    
    Delaware
    
    100%
    
    
    
    Holding CompanyBrookfield Properties (US) LLC
    
    Delaware
    
    100%
    
    
    
    Property ManagementBrookfield Republic Plaza LLC
    
    Delaware
    
    100%
    
    
    
    Republic Plaza, DenverBrookfield Mountain Inc.
    
    Colorado
    
    100%
    
    
    
    Capital Federal Block 197, DenverMCC Mortgage L.P.
    
    Delaware
    
    100%
    
    
    
    33 South 6th Street Minneapolis CityCenter, MinneapolisBrookfield Market Inc.
    
    Minnesota
    
    100%
    
    
    
    Gaviidae Common Phase I, MinneapolisDB Holdings, Inc./ Brookfield DB Inc.
    
    Minnesota/Minnesota
    
    100%
    
    
    
    Dain Rauscher Plaza, MinneapolisGaviidae Common Phase II, MinneapolisBrookfield
Properties One Bethesda Co. LLC
    
    Delaware
    
    100%
    
    
    
    One Bethesda Center, MarylandBrookfield
Properties 601 South 12th Co. LLC
    
    Delaware
    
    100%
    
    
    
    601 South 12th Street, VirginiaBrookfield Properties 701 South
    
    Delaware
    
    100%
    
    
    
    701 South 12th Street, Virginia12th Co. LLCBrookfield Properties Holdings Inc.
    
    Delaware
    
    100%
    
    
    
    Holding CompanyBrookfield Financial Properties, L.P.
    
    Delaware
    
    99.4%
    
    
    
    Property Management and HoldingsBrookfield
Properties One WFC Co. LLC
    
    Delaware
    
    99.4%
    
    
    
    One World Financial Center, NYWFP Tower B Co. L.P.
    
    New York
    
    99.4%
    
    
    
    Two World Financial Center, NYBFP Tower C Co. LLC
    
    Delaware
    
    99.4%
    
    
    
    Three World Financial Center, NY (51.47%)WFP Tower D Co. L.P.
    
    New York
    
    99.4%
    
    
    
    Four World Financial Center, NY (51%)Brookfield
Properties OLP Co. LLC
    
    Delaware
    
    99.4%
    
    
    
    One Liberty Plaza, NYBFP 245 Park Co. LLC
    
    Delaware
    
    50.7%
    
    
    
    245 Park Avenue, NYBFP 300 Madison II LLC
    
    Delaware
    
    99.4%
    
    
    
    300 Madison Avenue, NY
 47




---



##### 



Jurisdiction of
    
    Percentage
    
    
    
    Property (including Percentage Interest if lessSubsidiary
    
    Formation
    
    Interest
    
    
    
    than 100%) /Line of BusinessBrookfield Properties 53
    
    Delaware
    
    99.4%
    
    
    
    53 State Street, Boston (51%)State Fee Co. L.P./Brookfield
    
    DelawareProperties 53 State Co. L.P.WFP 75 State Street Co. L.P.
    
    Delaware
    
    99.4%
    
    
    
    75 State Street, Boston (51%)BFP 1625 Eye Co. LLC
    
    Delaware
    
    99.4%
    
    
    
    1625 Eye Street, Washington, D.C.BFP 701 9th Co. LLC
    
    Delaware
    
    99.4%
    
    
    
    701 9th Street, Washington, D.C.77 K Street Tower, LLC
    
    Delaware
    
    49.7%
    
    
    
    77 K Street, Washington. D.C.BFP Potomac Tower Co. LLC
    
    Delaware
    
    99.4%
    
    
    
    Potomac Tower, Arlington, VirginiaBrunswash Development
    
    Delaware
    
    14.9%
    
    
    
    Fort Washington and Industrial Property,Corporation
    
    
    
    
    
    
    
    Pennsylvania (50%)WFP Pennland Co. L.P.
    
    Delaware
    
    99.4%
    
    
    
    Land in Upper Dublin, Pennsylvania (50%)Brookfield Properties W.
    
    Delaware
    
    100%
    
    
    
    West 33rd 9th Avenue, NY33rd Co. L.P.West 31st Street, Inc.
    
    Delaware
    
    100%
    
    
    
    West 31st 9th Avenue, NYOlympia & York Homes Corporation
    
    California
    
    100%
    
    
    
    Lot at Chino Hills, CABrookfield FMS Ltd.
    
    Alberta
    
    100%
    
    
    
    Holding CompanyBrookfield
LePage Johnson Controls Facility Management Services (LP)
    
    Ontario
    
    40%
    
    
    
    Facilities Management1043513 Alberta Ltd.
    
    Alberta
    
    100%
    
    
    
    Holding CompanyBPO Properties Ltd.
    
    Canada
    
    89%
    
    
    
    Holding Company70 York Street Limited
    
    Ontario
    
    89%
    
    
    
    HSBC Building Ground Lease, 70 York Street, TorontoExchange Tower Limited
    
    Ontario
    
    89%
    
    
    
    Bay-Adelaide Centre, Toronto (50%)Brookfield Properties (ET) Ltd. and
    
    Ontario
    
    89%
    
    }
    
    Exchange Tower & Lands, Toronto (50%)1211460 Ontario Limited
    
    Ontario
    
    89%1262004 Ontario Limited
    
    Ontario
    
    89%
    
    }
    
    Queens Quay Terminal & Lands, Toronto1452917 Ontario Limited
    
    Ontario
    
    89%1450779 Ontario Limited
    
    Ontario
    
    89%
    
    
    
    20-22 Front Street E., Toronto1464255 Ontario Limited
    
    Ontario
    
    89%
    
    
    
    Hudsons Bay Centre, Toronto (25%)1523605 Ontario Limited
    
    Ontario
    
    89%
    
    
    
    105 Adelaide Street West, Toronto3744469 Canada Inc.
    
    Canada
    
    89%
    
    }
    
    Royal Centre & Lands, Vancouver3945863 Canada Inc.
    
    Canada
    
    89%Brookfield
Properties (Bankers Hall) Ltd.
    
    Alberta
    
    89%
    
    
    
    Bankers Hall, Calgary (50%)Brookfield Properties (RBB) Ltd.
    
    Alberta
    
    89%
    
    
    
    Royal Bank Building, Calgary (50%)PCC Properties (Calgary) Ltd.
    
    Alberta
    
    89%
    
    
    
    Petro-Canada Centre, Calgary (50%)Fifth Avenue Place (Calgary) Ltd.
    
    Alberta
    
    89%
    
    
    
    Fifth Avenue Place, Calgary (50%)Brookfield Properties Management Corporation
    
    Canada
    
    89%
    
    
    
    Property Management CompanyBPO Real Estate Corporation
    
    Alberta
    
    89%
    
    
    
    Holding CompanyBPO Value Add Trust
    
    Alberta
    
    89%
    
    
    
    Altius Centre, Calgary (25%)Canadian Western Bank Place, Edmonton (25%)Enbridge Tower, Edmonton (25%)Acres House, Niagara Falls (25%)BPO Core Trust
    
    Alberta
    
    89%
    
    
    
    Place de Ville I, Ottawa (25%)Place de Ville II, Ottawa (25%)Place de Ville III, Ottawa (25%)Jean Edmonds Tower, Ottawa (25%)
 48




---



##### 



Jurisdiction of
    
    Percentage
    
    
    
    Property (including Percentage Interest if lessSubsidiary
    
    Formation
    
    Interest
    
    
    
    than 100%) /Line of BusinessMaritime Life Tower, Toronto (25%)Yonge/Richmond Centre, Toronto (25%)1445750 Ontario Inc.
    
    Ontario
    
    89%
    
    
    
    Holding Company2072790 Ontario Inc.
    
    Ontario
    
    22.25%
    
    
    
    Holding CompanyFirst Place Tower
    
    Ontario
    
    22.25%
    
    
    
    First Canadian Place, TorontoBrookfield Properties Inc.Brookfield Properties (PI)
    
    Ontario
    
    22.25%Inc.BPO GP Ltd.
    
    Alberta
    
    89%
    
    
    
    Holding CompanyBPO GP Trust
    
    Alberta
    
    89%BPO Properties Bay Adelaide LP
    
    Ontario
    
    89%
    
    
    
    Bay-Adelaide Centre, Toronto (50%)BPO Properties 74 York LP
    
    Ontario
    
    89%
    
    
    
    74 York Street, Toronto (50%)BPO Properties 76 York LP
    
    Ontario
    
    89%
    
    
    
    76 York Street, Toronto (50%)BPO Properties Bloor Yonge LP
    
    Ontario
    
    89%
    
    
    
    Hudson's Bay Centre, Toronto (75%)BPO Properties Yonge Adelaide LP
    
    Ontario
    
    89%
    
    
    
    Yonge Adelaide, TorontoBPO Properties CHS LP and
    
    Alberta
    
    89%
    
    }
    
    Calgary Herald Site, Calgary6640982 Canada Inc.
    
    Canada
    
    89%Brookfield Properties Bankers
    
    Alberta
    
    89%
    
    
    
    Bankers Court, Calgary (50%)Court LPBrookfield Homes Holdings Ltd.
    
    Ontario
    
    100%
    
    
    
    Holding CompanyBrookfield Homes (Ontario) Limited
    
    Ontario
    
    100%
    
    
    
    Land Development and Housing (Ontario)Brookfield Residential Services Ltd.
    
    Ontario
    
    100%
    
    
    
    Condominium Management CompanyBrookfield Properties Services Ltd.
    
    Canada
    
    100%
    
    
    
    Office Services CompanyBrookfield Properties Management LLC
    
    Delaware
    
    100%
    
    
    
    Property ManagementTRZ Holdings IV LLC
    
    Delaware
    
    45.23%
    
    
    
    Holding CompanyOne NY Plaza Co. LLC
    
    Delaware
    
    45.23%
    
    
    
    One New York Plaza, NYNewport Tower Co. LLC
    
    Delaware
    
    45.23%
    
    
    
    Newport Tower 525 Washington Blvd.,
Jersey City (49.9%)1114 6th Avenue Co. LLC
    
    Delaware
    
    45.23%
    
    
    
    1114 Avenue of the Americas (Grace Building), NY1411 TrizecHahn Swig, L.L.C.
    
    Delaware
    
    45.23%
    
    
    
    1411 Broadway (World Apparel Center), NY (49.9%)1460 Fee TrizecHahn  Swig, L.L.C.
    
    Delaware
    
    45.23%
    
    }
    
    1460 Broadway, NY (99.8%)1460 Leasehold TrizecHahn  Swig, L.L.C.
    
    
    
    45.23%TrizecHahn 1065 Avenue of the Americas LLC
    
    Delaware
    
    45.23%
    
    
    
    1065 Avenue of the Americas, NY (99%)1250C/2401P Co. LLC
    
    Delaware
    
    45.23%
    
    
    
    2401 Pennsylvania Avenue, Washington, D.C.1250 Connecticut Avenue, Washington, D.C.1200 K Street II Co. LLC
    
    Delaware Delaware
    
    45.23%
    
    }
    
    1200 K Street, N.W., Washington, D.C.1200 K Street I Co. LLC
    
    
    
    45.23%2000 L Co. LLC
    
    District of Columbia
    
    45.23%
    
    
    
    2000 L Street, N.W., Washington, D.C.1400 K Co. LLC
    
    District of
    
    45.23%
    
    }
    
    1400 K Street, N.W., Washington, D.C.1400 K Fee LLC
    
    Columbia/
    
    45.23%District of Columbia1250 23rd Street Co. LLC
    
    District of Columbia
    
    45.23%
    
    
    
    1250 23rd Street, N.W., Washington, D.C.1225 Connecticut Co. LLC
    
    Delaware
    
    45.23%
    
    
    
    1225 Connecticut Avenue, N.W., Washington, D.C.
 49




---



##### 



Jurisdiction of
    
    Percentage
    
    
    
    Property (including Percentage Interest if lessSubsidiary
    
    Formation
    
    Interest
    
    
    
    than 100%) /Line of Business2001 M Co. LLC
    
    Delaware
    
    44.33%
    
    
    
    2001 M Street, N.W., Washington, D.C. (49.5%)750 Ninth Street, LLC
    
    Delaware
    
    22.57%
    
    
    
    Victor Building, Washington, D.C.Bethesda Crescent (Wisconsin) Co. L.P.
    
    Maryland
    
    45.23%
    
    
    
    Bethesda Crescent 7401 & 7475
Wisconsin Avenue, BethesdaBethesda Crescent (4600) Co. L.P.
    
    Maryland
    
    45.23%
    
    
    
    Bethesda 4600 East-West Highway, BethesdaTwo Reston Co. LLC
    
    Delaware
    
    45.23%
    
    
    
    Reston Unisys Building Two Reston Crescent, VAOne Reston Co. LLC
    
    Delaware
    
    45.23%
    
    
    
    One Reston Crescent, VA1550 and 1560 Wilson Co. LLC
    
    Delaware
    
    45.23%
    
    
    
    1550 & 1560 Wilson Blvd., Rosslyn, VASilver SM Co. LLC
    
    Maryland
    
    45.23%
    
    
    
    Silver Spring Metro Plaza, Montgomery, MDTwo Ballston Plaza Co. LLC
    
    Delaware
    
    45.23%
    
    
    
    Two Ballston Plaza, Arlington, VALS 111 West Ocean Co. LLC
    
    Delaware
    
    45.23%
    
    
    
    Landmark Square, Long Beach, CA333 South Hope Co. LLC
    
    Delaware
    
    45.23%
    
    
    
    Bank of America Plaza 333 S. Hope St., Los Angeles601 Figueroa Co. LLC
    
    Delaware
    
    45.23%
    
    
    
    Figueroa at Wilshire, Los AngelesMarina Airport Building Ltd.
    
    California
    
    45.23%
    
    
    
    Marina Towers (North and South),
Marina del Rey, CA (50%)EYP Realty, LLC
    
    
    
    45.23%
    
    
    
    Ernst & Young Plaza and Seven
Market Place, Los AngelesTrizec 9665 Wilshire, LLC
    
    Delaware
    
    45.23%
    
    
    
    9665 Wilshire Blvd., Los AngelesTrizec 6080 HHC, LLC
    
    Delaware
    
    45.23%
    
    
    
    HHC 6080 Center Drive, Los AngelesTrizec Northpoint Tower, LLC
    
    Delaware
    
    45.23%
    
    
    
    HHC Northpoint 6601 Center Drive W., Los AngelesTrizec 5670 Wilshire, LLC
    
    Delaware
    
    45.23%
    
    
    
    5670 Wilshire Boulevard, Los AngelesTrizec HHC Spectrum, LLC
    
    Delaware
    
    45.23%
    
    
    
    Howard Hughes Center 
Spectrum Center, Los AngelesTrizec 6060 HHC, LLC
    
    Delaware
    
    45.23%
    
    
    
    HHC 6060 Center Drive, Los AngelesTrizec 6100 HHC, LLC
    
    Delaware
    
    45.23%
    
    
    
    HHC 6100 Center Drive, Los AngelesTrizec West LA Tower, LLC
    
    Delaware
    
    45.23%
    
    
    
    HHC HH Tower 6701 Center Drive West, Los AngelesTrizec Westwood Center, LLC
    
    Delaware
    
    45.23%
    
    
    
    Westwood Center 110 Glendon Avenue, Los AngelesTrizec Wilshire Center, LLC
    
    Delaware
    
    45.23%
    
    
    
    World Savings Center 11601 Wilshire
Blvd., Los AngelesTrizec 701 B Street, LLC
    
    Delaware
    
    45.23%
    
    
    
    701 B Street, San DiegoTrizec 707 Broadway, LLC
    
    Delaware
    
    45.23%
    
    
    
    707 Broadway, San DiegoTrizec Sorrento Towers, LLC
    
    Delaware
    
    45.23%
    
    
    
    Sorrento Retail, 9450 Scranton Road, San Diego,Sorrento Towers North 5355  5375 Mira SorrentoPlace, San Diego, Sorrento Towers South 9276 and9330 Scranton Road Corporate Center, San DiegoDresser  Cullen Venture
    
    Texas
    
    
    
    
    
    Kellogg Brown & Root Tower 601
Jefferson, Houston, TX (50%)Cullen 500 Jefferson Co. L.P.
    
    Delaware
    
    
    
    
    
    500 Jefferson, HoustonCullen Allen Holdings, L.P.
    
    Delaware
    
    45.23%
    
    
    
    Continental Center I 1600 Smith Street, HoustonOne, Two and Three Allen Center, HoustonFour Allen Center Co. LLC
    
    Delaware
    
    45.23%
    
    
    
    Four Allen Center, HoustonCullen Continental II Co. L.P.
    
    Delaware
    
    45.23%
    
    
    
    Continental Center II 600 Jefferson, HoustonHouston Hotel Associates Limited Partnership, L.L.P.
    
    Virginia
    
    10.4%
    
    
    
    The Crowne Plaza Downtown, Houston
 50




---



##### 



APPENDIX B  COMMERCIAL PROPERTIES BY REGION
 Brookfield
    
    
    
    
    
    BrookfieldProperties
    
    Other
    
    PropertiesTotal
    
    
    
    
    
    Total
    
    Owned
    
    Owned
    
    Shareholders
    
    Net OwnedNumber of
    
    Leased
    
    Office
    
    Retail
    
    Leasable
    
    Parking
    
    Area
    
    Interest
    
    Interest
    
    Interest
    
    InterestDecember 31, 2007
    
    Properties
    
    (%)
    
    (000s Sq. Ft.)
    
    (000s Sq. Ft.)
    
    (000s Sq. Ft.)
    
    (000s Sq. Ft.)
    
    (000s Sq. Ft.)
    
    (%)
    
    (000s Sq. Ft.)
    
    (000s Sq. Ft.)
    
    (000s Sq Ft.)NEW YORKWorld Financial CenterOne
    
    
    1
    
    
    
    99.1
    
    
    
    1,520
    
    
    
    50
    
    
    
    1,570
    
    
    
    58
    
    
    
    1,628
    
    
    
    100.0
    
    
    
    1,628
    
    
    
    (10
    )
    
    
    1,618Two
    
    
    1
    
    
    
    100.0
    
    
    
    2,455
    
    
    
    36
    
    
    
    2,491
    
    
    
    
    
    
    
    2,491
    
    
    
    100.0
    
    
    
    2,491
    
    
    
    (15
    )
    
    
    2,476Three
    
    
    1
    
    
    
    99.3
    
    
    
    1,179
    
    
    
    
    
    
    
    1,179
    
    
    
    53
    
    
    
    1,232
    
    
    
    100.0
    
    
    
    1,232
    
    
    
    (8
    )
    
    
    1,224Four
    
    
    1
    
    
    
    100.0
    
    
    
    1,712
    
    
    
    43
    
    
    
    1,755
    
    
    
    48
    
    
    
    1,803
    
    
    
    51.0
    
    
    
    920
    
    
    
    (6
    )
    
    
    914Retail
    
    
    
    
    
    
    82.4
    
    
    
    
    
    
    
    171
    
    
    
    171
    
    
    
    122
    
    
    
    293
    
    
    
    100.0
    
    
    
    293
    
    
    
    (2
    )
    
    
    291One Liberty Plaza
    
    
    1
    
    
    
    99.9
    
    
    
    2,194
    
    
    
    20
    
    
    
    2,214
    
    
    
    
    
    
    
    2,214
    
    
    
    100.0
    
    
    
    2,214
    
    
    
    (14
    )
    
    
    2,200245 Park Avenue
    
    
    1
    
    
    
    99.7
    
    
    
    1,630
    
    
    
    62
    
    
    
    1,692
    
    
    
    
    
    
    
    1,692
    
    
    
    51.0
    
    
    
    863
    
    
    
    (5
    )
    
    
    858300 Madison Avenue
    
    
    1
    
    
    
    100.0
    
    
    
    1,089
    
    
    
    5
    
    
    
    1,094
    
    
    
    
    
    
    
    1,094
    
    
    
    100.0
    
    
    
    1,094
    
    
    
    (6
    )
    
    
    1,088One New York Plaza
    
    
    1
    
    
    
    98.7
    
    
    
    2,426
    
    
    
    33
    
    
    
    2,459
    
    
    
    
    
    
    
    2,459
    
    
    
    100.0
    
    
    
    2,459
    
    
    
    (1,347
    )
    
    
    1,112Newport Tower
    
    
    1
    
    
    
    98.5
    
    
    
    1,028
    
    
    
    34
    
    
    
    1,062
    
    
    
    
    
    
    
    1,062
    
    
    
    100.0
    
    
    
    1,062
    
    
    
    (582
    )
    
    
    480The Grace Building
    
    
    1
    
    
    
    97.2
    
    
    
    1,499
    
    
    
    20
    
    
    
    1,519
    
    
    
    
    
    
    
    1,519
    
    
    
    49.9
    
    
    
    758
    
    
    
    (415
    )
    
    
    3431065 Ave of the
Americas
    
    
    1
    
    
    
    81.8
    
    
    
    625
    
    
    
    40
    
    
    
    665
    
    
    
    
    
    
    
    665
    
    
    
    99.0
    
    
    
    658
    
    
    
    (360
    )
    
    
    2981411 Broadway
    
    
    1
    
    
    
    88.4
    
    
    
    1,074
    
    
    
    39
    
    
    
    1,113
    
    
    
    36
    
    
    
    1,149
    
    
    
    49.9
    
    
    
    573
    
    
    
    (314
    )
    
    
    2591460 Broadway
    
    
    1
    
    
    
    92.0
    
    
    
    206
    
    
    
    9
    
    
    
    215
    
    
    
    
    
    
    
    215
    
    
    
    49.9
    
    
    
    107
    
    
    
    (58
    )
    
    
    4913
    
    
    
    97.8
    
    
    
    18,637
    
    
    
    562
    
    
    
    19,199
    
    
    
    317
    
    
    
    19,516
    
    
    
    
    
    
    
    16,352
    
    
    
    (3,142
    )
    
    
    13,210BOSTON53 State Street
    
    
    1
    
    
    
    99.5
    
    
    
    1,090
    
    
    
    30
    
    
    
    1,120
    
    
    
    41
    
    
    
    1,161
    
    
    
    100.0
    
    
    
    1,161
    
    
    
    (7
    )
    
    
    1,15475 State Street
    
    
    1
    
    
    
    92.1
    
    
    
    742
    
    
    
    25
    
    
    
    767
    
    
    
    235
    
    
    
    1,002
    
    
    
    100.0
    
    
    
    1,002
    
    
    
    (6
    )
    
    
    9962
    
    
    
    96.5
    
    
    
    1,832
    
    
    
    55
    
    
    
    1,887
    
    
    
    276
    
    
    
    2,163
    
    
    
    
    
    
    
    2,163
    
    
    
    (13
    )
    
    
    2,150WASHINGTON, D.C.
1625 Eye Street
    
    
    1
    
    
    
    99.9
    
    
    
    374
    
    
    
    12
    
    
    
    386
    
    
    
    185
    
    
    
    571
    
    
    
    100.0
    
    
    
    571
    
    
    
    (4
    )
    
    
    567701 9th Street
    
    
    1
    
    
    
    100.0
    
    
    
    340
    
    
    
    24
    
    
    
    364
    
    
    
    183
    
    
    
    547
    
    
    
    100.0
    
    
    
    547
    
    
    
    (3
    )
    
    
    544Potomac Tower
    
    
    1
    
    
    
    100.0
    
    
    
    237
    
    
    
    
    
    
    
    237
    
    
    
    203
    
    
    
    440
    
    
    
    100.0
    
    
    
    440
    
    
    
    (3
    )
    
    
    437601 South 12th Street
    
    
    1
    
    
    
    100.0
    
    
    
    243
    
    
    
    
    
    
    
    243
    
    
    
    
    
    
    
    243
    
    
    
    100.0
    
    
    
    243
    
    
    
    
    
    
    
    243701 South 12th Street
    
    
    1
    
    
    
    100.0
    
    
    
    297
    
    
    
    
    
    
    
    297
    
    
    
    
    
    
    
    297
    
    
    
    100.0
    
    
    
    297
    
    
    
    
    
    
    
    297One Bethesda Center
    
    
    1
    
    
    
    100.0
    
    
    
    151
    
    
    
    17
    
    
    
    168
    
    
    
    
    
    
    
    168
    
    
    
    100.0
    
    
    
    168
    
    
    
    
    
    
    
    1681200K Street
    
    
    1
    
    
    
    100.0
    
    
    
    366
    
    
    
    24
    
    
    
    390
    
    
    
    44
    
    
    
    434
    
    
    
    100.0
    
    
    
    434
    
    
    
    (238
    )
    
    
    1961250 23rd Street
    
    
    1
    
    
    
    7.0
    
    
    
    116
    
    
    
    
    
    
    
    116
    
    
    
    16
    
    
    
    132
    
    
    
    100.0
    
    
    
    132
    
    
    
    (72
    )
    
    
    601250 Connecticut
    
    
    1
    
    
    
    99.9
    
    
    
    152
    
    
    
    20
    
    
    
    172
    
    
    
    26
    
    
    
    198
    
    
    
    100.0
    
    
    
    198
    
    
    
    (108
    )
    
    
    901400 K Street
    
    
    1
    
    
    
    97.8
    
    
    
    178
    
    
    
    12
    
    
    
    190
    
    
    
    34
    
    
    
    224
    
    
    
    100.0
    
    
    
    224
    
    
    
    (123
    )
    
    
    1012000 L Street
    
    
    1
    
    
    
    93.6
    
    
    
    308
    
    
    
    75
    
    
    
    383
    
    
    
    
    
    
    
    383
    
    
    
    100.0
    
    
    
    383
    
    
    
    (210
    )
    
    
    173
 51




---



##### 



Brookfield
    
    
    
    
    
    BrookfieldProperties
    
    Other
    
    PropertiesTotal
    
    
    
    
    
    Total
    
    Owned
    
    Owned
    
    Shareholders
    
    Net OwnedNumber of
    
    Leased
    
    Office
    
    Retail
    
    Leasable
    
    Parking
    
    Area
    
    Interest
    
    Interest
    
    Interest
    
    InterestDecember 31, 2007
    
    Properties
    
    (%)
    
    (000s Sq. Ft.)
    
    (000s Sq. Ft.)
    
    (000s Sq. Ft.)
    
    (000s Sq. Ft.)
    
    (000s Sq. Ft.)
    
    (%)
    
    (000s Sq. Ft.)
    
    (000s Sq. Ft.)
    
    (000s Sq Ft.)2001 M Street
    
    
    1
    
    
    
    98.9
    
    
    
    190
    
    
    
    39
    
    
    
    229
    
    
    
    35
    
    
    
    264
    
    
    
    98.0
    
    
    
    259
    
    
    
    (142
    )
    
    
    1172401 Pennsylvania Ave
    
    
    1
    
    
    
    93.6
    
    
    
    58
    
    
    
    19
    
    
    
    77
    
    
    
    16
    
    
    
    93
    
    
    
    100.0
    
    
    
    93
    
    
    
    (51
    )
    
    
    42Bethesda Crescent
    
    
    3
    
    
    
    99.5
    
    
    
    241
    
    
    
    27
    
    
    
    268
    
    
    
    68
    
    
    
    336
    
    
    
    100.0
    
    
    
    336
    
    
    
    (184
    )
    
    
    152One Reston Crescent
    
    
    1
    
    
    
    100.0
    
    
    
    185
    
    
    
    
    
    
    
    185
    
    
    
    
    
    
    
    185
    
    
    
    100.0
    
    
    
    185
    
    
    
    (101
    )
    
    
    84Silver Springs Metro
Plaza
    
    
    3
    
    
    
    94.2
    
    
    
    640
    
    
    
    47
    
    
    
    687
    
    
    
    84
    
    
    
    771
    
    
    
    100.0
    
    
    
    771
    
    
    
    (422
    )
    
    
    349Sunrise Tech Park
    
    
    4
    
    
    
    95.8
    
    
    
    315
    
    
    
    1
    
    
    
    316
    
    
    
    
    
    
    
    316
    
    
    
    100.0
    
    
    
    316
    
    
    
    (173
    )
    
    
    143Two Ballston Plaza
    
    
    1
    
    
    
    94.9
    
    
    
    204
    
    
    
    19
    
    
    
    223
    
    
    
    
    
    
    
    223
    
    
    
    100.0
    
    
    
    223
    
    
    
    (122
    )
    
    
    101Victor Building
    
    
    1
    
    
    
    65.2
    
    
    
    298
    
    
    
    45
    
    
    
    343
    
    
    
    
    
    
    
    343
    
    
    
    50.0
    
    
    
    171
    
    
    
    (93
    )
    
    
    781550 & 1560 Wilson
Blvd
    
    
    2
    
    
    
    67.2
    
    
    
    226
    
    
    
    32
    
    
    
    258
    
    
    
    76
    
    
    
    334
    
    
    
    100.0
    
    
    
    334
    
    
    
    (183
    )
    
    
    15128
    
    
    
    92.5
    
    
    
    5,119
    
    
    
    413
    
    
    
    5,532
    
    
    
    970
    
    
    
    6,502
    
    
    
    
    
    
    
    6,325
    
    
    
    (2,232
    )
    
    
    4,093HOUSTON500 Jefferson
    
    
    1
    
    
    
    96.1
    
    
    
    351
    
    
    
    39
    
    
    
    390
    
    
    
    44
    
    
    
    434
    
    
    
    100.0
    
    
    
    434
    
    
    
    (237
    )
    
    
    197One Allen Centre
    
    
    1
    
    
    
    98.5
    
    
    
    913
    
    
    
    79
    
    
    
    992
    
    
    
    
    
    
    
    992
    
    
    
    100.0
    
    
    
    992
    
    
    
    (544
    )
    
    
    448Two Allen Centre
    
    
    1
    
    
    
    97.7
    
    
    
    987
    
    
    
    9
    
    
    
    996
    
    
    
    
    
    
    
    996
    
    
    
    100.0
    
    
    
    996
    
    
    
    (546
    )
    
    
    450Three Allen Centre
    
    
    1
    
    
    
    93.4
    
    
    
    1,173
    
    
    
    22
    
    
    
    1,195
    
    
    
    
    
    
    
    1,195
    
    
    
    100.0
    
    
    
    1,195
    
    
    
    (655
    )
    
    
    540Kellogg Brown & Root
Tower
    
    
    1
    
    
    
    94.4
    
    
    
    985
    
    
    
    63
    
    
    
    1,048
    
    
    
    254
    
    
    
    1,302
    
    
    
    50.0
    
    
    
    651
    
    
    
    (357
    )
    
    
    294Continental Center 1
    
    
    1
    
    
    
    97.9
    
    
    
    1,048
    
    
    
    50
    
    
    
    1,098
    
    
    
    411
    
    
    
    1,509
    
    
    
    100.0
    
    
    
    1,509
    
    
    
    (826
    )
    
    
    683Continental Center 2
    
    
    1
    
    
    
    86.6
    
    
    
    428
    
    
    
    21
    
    
    
    449
    
    
    
    81
    
    
    
    530
    
    
    
    100.0
    
    
    
    530
    
    
    
    (290
    )
    
    
    2401201 Louisiana
    
    
    1
    
    
    
    92.0
    
    
    
    825
    
    
    
    19
    
    
    
    844
    
    
    
    48
    
    
    
    892
    
    
    
    100.0
    
    
    
    892
    
    
    
    
    
    
    
    8928
    
    
    
    95.1
    
    
    
    6,710
    
    
    
    302
    
    
    
    7,012
    
    
    
    838
    
    
    
    7,850
    
    
    
    
    
    
    
    7,199
    
    
    
    (3,455
    )
    
    
    3,744LOS ANGELES601 Figueroa
    
    
    1
    
    
    
    67.9
    
    
    
    1,037
    
    
    
    2
    
    
    
    1,039
    
    
    
    123
    
    
    
    1,162
    
    
    
    100.0
    
    
    
    1,162
    
    
    
    (636
    )
    
    
    526Bank of America Plaza
    
    
    1
    
    
    
    92.1
    
    
    
    1,383
    
    
    
    39
    
    
    
    1,422
    
    
    
    343
    
    
    
    1,765
    
    
    
    100.0
    
    
    
    1,765
    
    
    
    (967
    )
    
    
    798Ernst & Young Tower
    
    
    1
    
    
    
    85.3
    
    
    
    910
    
    
    
    335
    
    
    
    1,245
    
    
    
    391
    
    
    
    1,636
    
    
    
    100.0
    
    
    
    1,636
    
    
    
    (896
    )
    
    
    740Landmark Square
    
    
    1
    
    
    
    94.2
    
    
    
    420
    
    
    
    23
    
    
    
    443
    
    
    
    212
    
    
    
    655
    
    
    
    100.0
    
    
    
    655
    
    
    
    (359
    )
    
    
    296Marina Towers
    
    
    2
    
    
    
    96.3
    
    
    
    356
    
    
    
    25
    
    
    
    381
    
    
    
    87
    
    
    
    468
    
    
    
    50.0
    
    
    
    234
    
    
    
    (128
    )
    
    
    1065670 Wilshire Blvd
    
    
    1
    
    
    
    92.7
    
    
    
    390
    
    
    
    19
    
    
    
    409
    
    
    
    
    
    
    
    409
    
    
    
    100.0
    
    
    
    409
    
    
    
    (224
    )
    
    
    1856060 Center Drive
    
    
    1
    
    
    
    87.1
    
    
    
    242
    
    
    
    15
    
    
    
    257
    
    
    
    113
    
    
    
    370
    
    
    
    100.0
    
    
    
    370
    
    
    
    (203
    )
    
    
    1676080 Center Drive
    
    
    1
    
    
    
    96.6
    
    
    
    288
    
    
    
    
    
    
    
    288
    
    
    
    163
    
    
    
    451
    
    
    
    100.0
    
    
    
    451
    
    
    
    (247
    )
    
    
    2046100 Center Drive
    
    
    1
    
    
    
    96.7
    
    
    
    286
    
    
    
    
    
    
    
    286
    
    
    
    168
    
    
    
    454
    
    
    
    100.0
    
    
    
    454
    
    
    
    (249
    )
    
    
    205701B Street
    
    
    1
    
    
    
    86.7
    
    
    
    529
    
    
    
    37
    
    
    
    566
    
    
    
    
    
    
    
    566
    
    
    
    100.0
    
    
    
    566
    
    
    
    (310
    )
    
    
    256707 Broadway
    
    
    1
    
    
    
    77.5
    
    
    
    181
    
    
    
    
    
    
    
    181
    
    
    
    128
    
    
    
    309
    
    
    
    100.0
    
    
    
    309
    
    
    
    (169
    )
    
    
    1409665 Wilshire Blvd
    
    
    1
    
    
    
    98.8
    
    
    
    162
    
    
    
    
    
    
    
    162
    
    
    
    64
    
    
    
    226
    
    
    
    100.0
    
    
    
    226
    
    
    
    (124
    )
    
    
    102
 52




---



##### 



Brookfield
    
    
    
    
    
    BrookfieldProperties
    
    Other
    
    PropertiesTotal
    
    
    
    
    
    Total
    
    Owned
    
    Owned
    
    Shareholders
    
    Net OwnedNumber of
    
    Leased
    
    Office
    
    Retail
    
    Leasable
    
    Parking
    
    Area
    
    Interest
    
    Interest
    
    Interest
    
    InterestDecember 31, 2007
    
    Properties
    
    (%)
    
    (000s Sq. Ft.)
    
    (000s Sq. Ft.)
    
    (000s Sq. Ft.)
    
    (000s Sq. Ft.)
    
    (000s Sq. Ft.)
    
    (%)
    
    (000s Sq. Ft.)
    
    (000s Sq. Ft.)
    
    (000s Sq Ft.)Howard Hughes Spectrum
    
    
    1
    
    
    
    100.0
    
    
    
    37
    
    
    
    
    
    
    
    37
    
    
    
    
    
    
    
    37
    
    
    
    100.0
    
    
    
    37
    
    
    
    (20
    )
    
    
    17Howard Hughes Tower
    
    
    1
    
    
    
    77.5
    
    
    
    316
    
    
    
    2
    
    
    
    318
    
    
    
    141
    
    
    
    459
    
    
    
    100.0
    
    
    
    459
    
    
    
    (251
    )
    
    
    208NorthPoint
    
    
    1
    
    
    
    92.3
    
    
    
    103
    
    
    
    
    
    
    
    103
    
    
    
    45
    
    
    
    148
    
    
    
    100.0
    
    
    
    148
    
    
    
    (81
    )
    
    
    67Arden Towers at
Sorrento
    
    
    4
    
    
    
    85.7
    
    
    
    548
    
    
    
    54
    
    
    
    602
    
    
    
    
    
    
    
    602
    
    
    
    100.0
    
    
    
    602
    
    
    
    (330
    )
    
    
    272Westwood Center
    
    
    1
    
    
    
    98.7
    
    
    
    291
    
    
    
    25
    
    
    
    316
    
    
    
    
    
    
    
    316
    
    
    
    100.0
    
    
    
    316
    
    
    
    (173
    )
    
    
    143World Savings Center
    
    
    1
    
    
    
    94.5
    
    
    
    464
    
    
    
    14
    
    
    
    478
    
    
    
    161
    
    
    
    639
    
    
    
    100.0
    
    
    
    639
    
    
    
    (350
    )
    
    
    28922
    
    
    
    87.5
    
    
    
    7,943
    
    
    
    590
    
    
    
    8,533
    
    
    
    2,139
    
    
    
    10,672
    
    
    
    
    
    
    
    10,438
    
    
    
    (5,717
    )
    
    
    4,721DENVERRepublic PlazaRepublic Plaza
    
    
    1
    
    
    
    97.5
    
    
    
    1,247
    
    
    
    45
    
    
    
    1,292
    
    
    
    503
    
    
    
    1,795
    
    
    
    100.0
    
    
    
    1,795
    
    
    
    
    
    
    
    1,7951
    
    
    
    97.5
    
    
    
    1,247
    
    
    
    45
    
    
    
    1,292
    
    
    
    503
    
    
    
    1,795
    
    
    
    
    
    
    
    1,795
    
    
    
    
    
    
    
    1,795MINNEAPOLIS33 South Sixth Street
    
    
    2
    
    
    
    91.3
    
    
    
    1,082
    
    
    
    370
    
    
    
    1,452
    
    
    
    325
    
    
    
    1,777
    
    
    
    100.0
    
    
    
    1,777
    
    
    
    
    
    
    
    1,777Dain Plaza
    
    
    2
    
    
    
    93.8
    
    
    
    593
    
    
    
    442
    
    
    
    1,035
    
    
    
    196
    
    
    
    1,231
    
    
    
    100.0
    
    
    
    1,231
    
    
    
    
    
    
    
    1,2314
    
    
    
    92.4
    
    
    
    1,675
    
    
    
    812
    
    
    
    2,487
    
    
    
    521
    
    
    
    3,008
    
    
    
    
    
    
    
    3,008
    
    
    
    
    
    
    
    3,008Subtotal United States
    
    
    78
    
    
    
    94.5
    
    
    
    43,163
    
    
    
    2,779
    
    
    
    45,942
    
    
    
    5,564
    
    
    
    51,506
    
    
    
    
    
    
    
    47,280
    
    
    
    (14,559
    )
    
    
    32,721TORONTOBrookfield PlaceBay
Wellington
Tower
    
    
    1
    
    
    
    97.7
    
    
    
    1,299
    
    
    
    41
    
    
    
    1,340
    
    
    
    
    
    
    
    1,340
    
    
    
    100.0
    
    
    
    1,340
    
    
    
    
    
    
    
    1,340TD Canada
Trust
Tower
    
    
    1
    
    
    
    100.0
    
    
    
    1,127
    
    
    
    17
    
    
    
    1,144
    
    
    
    
    
    
    
    1,144
    
    
    
    50.0
    
    
    
    572
    
    
    
    
    
    
    
    572Retail
and
Parking
    
    
    1
    
    
    
    97.7
    
    
    
    
    
    
    
    115
    
    
    
    115
    
    
    
    690
    
    
    
    805
    
    
    
    70.0
    
    
    
    564
    
    
    
    
    
    
    
    564First Canadian Place
    
    
    1
    
    
    
    98.4
    
    
    
    2,379
    
    
    
    232
    
    
    
    2,611
    
    
    
    170
    
    
    
    2,781
    
    
    
    25.0
    
    
    
    695
    
    
    
    (76
    )
    
    
    619Exchange Tower
    
    
    1
    
    
    
    97.2
    
    
    
    963
    
    
    
    66
    
    
    
    1,029
    
    
    
    131
    
    
    
    1,160
    
    
    
    50.0
    
    
    
    580
    
    
    
    (64
    )
    
    
    516105 Adelaide
    
    
    1
    
    
    
    100.0
    
    
    
    176
    
    
    
    7
    
    
    
    183
    
    
    
    49
    
    
    
    232
    
    
    
    100.0
    
    
    
    232
    
    
    
    (25
    )
    
    
    207Hudson Bay Centre
    
    
    1
    
    
    
    94.7
    
    
    
    536
    
    
    
    261
    
    
    
    797
    
    
    
    295
    
    
    
    1,092
    
    
    
    100.0
    
    
    
    1,092
    
    
    
    (121
    )
    
    
    9712 Queen St. E
    
    
    1
    
    
    
    98.6
    
    
    
    448
    
    
    
    16
    
    
    
    464
    
    
    
    81
    
    
    
    545
    
    
    
    25.0
    
    
    
    136
    
    
    
    (15
    )
    
    
    121Queens Quay Terminal
    
    
    1
    
    
    
    96.8
    
    
    
    429
    
    
    
    75
    
    
    
    504
    
    
    
    
    
    
    
    504
    
    
    
    100.0
    
    
    
    504
    
    
    
    (56
    )
    
    
    448151 Yonge St.
    
    
    1
    
    
    
    94.7
    
    
    
    289
    
    
    
    10
    
    
    
    299
    
    
    
    72
    
    
    
    371
    
    
    
    25.0
    
    
    
    93
    
    
    
    (10
    )
    
    
    83HSBC Building
    
    
    1
    
    
    
    100.0
    
    
    
    188
    
    
    
    6
    
    
    
    194
    
    
    
    31
    
    
    
    225
    
    
    
    100.0
    
    
    
    225
    
    
    
    (25
    )
    
    
    20022 Front Street
    
    
    1
    
    
    
    99.2
    
    
    
    136
    
    
    
    8
    
    
    
    144
    
    
    
    
    
    
    
    144
    
    
    
    100.0
    
    
    
    144
    
    
    
    (15
    )
    
    
    12912
    
    
    
    97.9
    
    
    
    7,970
    
    
    
    854
    
    
    
    8,824
    
    
    
    1,519
    
    
    
    10,343
    
    
    
    
    
    
    
    6,177
    
    
    
    (407
    )
    
    
    5,770CALGARYBankers Hall
    
    
    3
    
    
    
    99.7
    
    
    
    1,944
    
    
    
    224
    
    
    
    2,168
    
    
    
    525
    
    
    
    2,693
    
    
    
    50.0
    
    
    
    1,347
    
    
    
    (149
    )
    
    
    1,198Petro Canada Centre
    
    
    2
    
    
    
    100.0
    
    
    
    1,708
    
    
    
    24
    
    
    
    1,732
    
    
    
    220
    
    
    
    1,952
    
    
    
    50.0
    
    
    
    976
    
    
    
    (107
    )
    
    
    869
 53




---



##### 



Brookfield
    
    
    
    
    
    BrookfieldProperties
    
    Other
    
    PropertiesTotal
    
    
    
    
    
    Total
    
    Owned
    
    Owned
    
    Shareholders
    
    Net OwnedNumber of
    
    Leased
    
    Office
    
    Retail
    
    Leasable
    
    Parking
    
    Area
    
    Interest
    
    Interest
    
    Interest
    
    InterestDecember 31, 2007
    
    Properties
    
    (%)
    
    (000s Sq. Ft.)
    
    (000s Sq. Ft.)
    
    (000s Sq. Ft.)
    
    (000s Sq. Ft.)
    
    (000s Sq. Ft.)
    
    (%)
    
    (000s Sq. Ft.)
    
    (000s Sq. Ft.)
    
    (000s Sq Ft.)5th Avenue Place
    
    
    2
    
    
    
    99.6
    
    
    
    1,430
    
    
    
    45
    
    
    
    1,475
    
    
    
    206
    
    
    
    1,681
    
    
    
    50.0
    
    
    
    841
    
    
    
    (93
    )
    
    
    748Altius Centre
    
    
    1
    
    
    
    99.5
    
    
    
    303
    
    
    
    3
    
    
    
    306
    
    
    
    72
    
    
    
    378
    
    
    
    25.0
    
    
    
    95
    
    
    
    (11
    )
    
    
    848
    
    
    
    99.8
    
    
    
    5,385
    
    
    
    296
    
    
    
    5,681
    
    
    
    1,023
    
    
    
    6,704
    
    
    
    
    
    
    
    3,259
    
    
    
    (360
    )
    
    
    2,899OTTAWAPlace de Ville I
    
    
    2
    
    
    
    99.8
    
    
    
    569
    
    
    
    18
    
    
    
    587
    
    
    
    502
    
    
    
    1,089
    
    
    
    25.0
    
    
    
    272
    
    
    
    (30
    )
    
    
    242Place de Ville II
    
    
    2
    
    
    
    98.6
    
    
    
    591
    
    
    
    19
    
    
    
    610
    
    
    
    433
    
    
    
    1,043
    
    
    
    25.0
    
    
    
    261
    
    
    
    (29
    )
    
    
    232Jean Edmonds Towers
    
    
    2
    
    
    
    99.7
    
    
    
    540
    
    
    
    13
    
    
    
    553
    
    
    
    95
    
    
    
    648
    
    
    
    25.0
    
    
    
    162
    
    
    
    (18
    )
    
    
    1446
    
    
    
    99.3
    
    
    
    1,700
    
    
    
    50
    
    
    
    1,750
    
    
    
    1,030
    
    
    
    2,780
    
    
    
    
    
    
    
    695
    
    
    
    (77
    )
    
    
    618OtherRoyal Centre,
Vancouver
    
    
    1
    
    
    
    97.4
    
    
    
    494
    
    
    
    95
    
    
    
    589
    
    
    
    264
    
    
    
    853
    
    
    
    100.0
    
    
    
    853
    
    
    
    (94
    )
    
    
    759Canadian Western
Bank, Edmonton
    
    
    1
    
    
    
    98.7
    
    
    
    375
    
    
    
    31
    
    
    
    406
    
    
    
    91
    
    
    
    497
    
    
    
    25.0
    
    
    
    124
    
    
    
    (14
    )
    
    
    110Enbridge Tower,
Edmonton
    
    
    1
    
    
    
    100.0
    
    
    
    179
    
    
    
    4
    
    
    
    183
    
    
    
    30
    
    
    
    213
    
    
    
    25.0
    
    
    
    53
    
    
    
    (6
    )
    
    
    474342 Queen Street,
Niagara Falls
    
    
    1
    
    
    
    68.0
    
    
    
    149
    
    
    
    
    
    
    
    149
    
    
    
    60
    
    
    
    209
    
    
    
    25.0
    
    
    
    52
    
    
    
    (5
    )
    
    
    47Other
    
    
    1
    
    
    
    96.2
    
    
    
    70
    
    
    
    3
    
    
    
    73
    
    
    
    
    
    
    
    73
    
    
    
    100.0
    
    
    
    73
    
    
    
    
    
    
    
    735
    
    
    
    94.9
    
    
    
    1,267
    
    
    
    133
    
    
    
    1,400
    
    
    
    445
    
    
    
    1,845
    
    
    
    
    
    
    
    1,155
    
    
    
    (119
    )
    
    
    1,036Subtotal Canada
    
    
    31
    
    
    
    98.4
    
    
    
    16,322
    
    
    
    1,333
    
    
    
    17,655
    
    
    
    4,017
    
    
    
    21,672
    
    
    
    
    
    
    
    11,286
    
    
    
    (963
    )
    
    
    10,323TOTAL PORTFOLIO
    
    
    109
    
    
    
    95.6
    
    
    
    59,485
    
    
    
    4,112
    
    
    
    63,597
    
    
    
    9,581
    
    
    
    73,178
    
    
    
    
    
    
    
    58,566
    
    
    
    (15,522
    )
    
    
    43,044
 54




---



##### 



APPENDIX C  SUMMARY OF TERMS AND CONDITIONS OF AUTHORIZED SECURITIES
 Class A Preference Shares
 Provisions of Class A Preference Shares
 Issuance in Series
 Canada Business Corporations
Act
 Dividends
  Redemption
  Repurchase
  Liquidation, Dissolution and Winding Up
  Voting
  Specific Provisions of Class A Preference Shares, Series A
 Dividends
 1 2
 Specific Provisions of Class A Preference Shares, Series B
 Dividends
 1 2
 55




---



##### 



Class AA Preference Shares
 Provisions of Class AA Preference Shares
 Issuance in Series
  Priority
 Canada Business Corporations Act
 Redemption
  Repurchase
  Liquidation, Dissolution and Winding Up
  Dividends
  Voting
  56




---



##### 



Specific Provisions of the Class AA Preference Shares, Series E
 Dividends
  Redemption
  Purchase for Cancellation
  Liquidation, Dissolution and Winding Up
  Voting
  Class AAA Preference Shares
 Provisions of Class AAA Preference Shares
 Issuance in Series
  Priority
 Canada Business Corporations Act
 Voting
  57




---



##### 



Approval
  Specific Provisions of Class AAA Preference Shares, Series E
  Dividends
  Redemption
  Retraction
  Liquidation, Dissolution and Winding Up
  Amendment
  Specific Provisions of the Class AAA Preference Shares, Series F
 Dividends
  Redemption
  58




---



##### 



Conversion at the Option of Brookfield Properties
  Conversion at the Option of the Holder
   Purchase for Cancellation
  Liquidation, Dissolution and Winding Up
  Restriction on Dividends and Retirement and Issue of Shares
  59




---



##### 



a)
    
    declare, pay or set apart for payment any dividends (other than stock
dividends payable in shares of Brookfield Properties ranking as to capital and
dividends junior to the Class AAA, Series F Shares) on shares of Brookfield Properties
ranking as to dividends junior to the Class AAA, Series F Shares;b)
    
    except out of the net cash proceeds of a substantially concurrent issue of
shares of Brookfield Properties ranking as to return of capital and dividends junior
to the Class AAA, Series F Shares, redeem or call for redemption, purchase or
otherwise pay off, retire or make any return of capital in respect of any shares of
Brookfield Properties ranking as to capital junior to the Class AAA, Series F Shares;c)
    
    redeem or call for redemption, purchase or otherwise retire for value or make
any return of capital in respect of less than all of the Class AAA, Series F Shares
then outstanding;d)
    
    except pursuant to any purchase obligation, sinking fund, retraction
privilege or mandatory redemption provisions attaching thereto, redeem or call for
redemption, purchase or otherwise pay off, retire or make any return of capital in
respect of any Class AAA Preference Shares, ranking as to the payment of dividends or
return of capital on a parity with the Class AAA, Series F Shares; ore)
    
    issue any additional Class AAA, Series F Shares or any shares ranking as to
dividends or return of capital prior to or on a parity with the Class AAA, Series F
Shares,
  Amendment
  Voting
  Specific Provisions of the Class AAA Preference Shares, Series G
 Dividends
  Redemption
  60




---



##### 



Conversion at the Option of Brookfield Properties
  Conversion at the Option of the Holder
   Purchase for Cancellation
  Liquidation, Dissolution and Winding Up
  Restriction on Dividends and Retirement and Issue of Shares
  61




---



##### 



(i)
    
    declare, pay or set apart for payment any dividends (other than stock
dividends payable in shares of Brookfield Properties ranking as to capital and
dividends junior to the Class AAA, Series G Shares) on shares of Brookfield Properties
ranking as to dividends junior to the Class AAA, Series G Shares;(ii)
    
    except out of the net cash proceeds of a substantially concurrent issue of
shares of Brookfield Properties ranking as to return of capital and dividends junior
to the Class AAA, Series G Shares, redeem or call for redemption, purchase or
otherwise pay off, retire or make any return of capital in respect of any shares of
Brookfield Properties ranking as to capital junior to the Class AAA, Series G Shares;(iii)
    
    redeem or call for redemption, purchase or otherwise retire for value or
make any return of capital in respect of less than all of the Class AAA, Series G
Shares then outstanding;(iv)
    
    except pursuant to any purchase obligation, sinking fund, retraction
privilege or mandatory redemption provisions attaching thereto, redeem or call for
redemption, purchase or otherwise pay off, retire or make any return of capital in
respect of any Class AAA preference shares, ranking as to the payment of dividends or
return of capital on a parity with the Class AAA, Series G Shares; or(v)
    
    issue any additional Class AAA, Series G Shares or any shares ranking as to
dividends or return of capital prior to or on a parity with the Class AAA, Series G
Shares,
  Amendment
  Voting
  Specific Provisions of the Class AAA Preference Shares, Series H
 Dividends
  Redemption
  62




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##### 



Conversion at the Option of Brookfield Properties
  Conversion at the Option of the Holder
   Purchase for Cancellation
  Liquidation, Dissolution and Winding Up
  Restriction on Dividends and Retirement and Issue of Shares
  63




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##### 



(i)
    
    declare, pay or set apart for payment any dividends (other than stock
dividends payable in shares of Brookfield Properties ranking as to capital and
dividends junior to the Class AAA, Series H Shares) on shares of Brookfield Properties
ranking as to dividends junior to the Class AAA, Series H Shares;(ii)
    
    except out of the net cash proceeds of a substantially concurrent issue of
shares of Brookfield Properties ranking as to return of capital and dividends junior
to the Class AAA, Series H Shares, redeem or call for redemption, purchase or
otherwise pay off, retire or make any return of capital in respect of any shares of
Brookfield Properties ranking as to capital junior to the Class AAA, Series H Shares;(iii)
    
    redeem or call for redemption, purchase or otherwise retire for value or
make any return of capital in respect of less than all of the Class AAA, Series H
Shares then outstanding;(iv)
    
    except pursuant to any purchase obligation, sinking fund, retraction
privilege or mandatory redemption provisions attaching thereto, redeem or call for
redemption, purchase or otherwise pay off, retire or make any return of capital in
respect of any Class AAA preference shares, ranking as to the payment of dividends or
return of capital on a parity with the Class AAA, Series H Shares; or(v)
    
    issue any additional Class AAA, Series H Shares or any shares ranking as to
dividends or return of capital prior to or on a parity with the Class AAA, Series H
Shares,
  Amendment
  Voting
  Specific Provisions of the Class AAA Preference Shares, Series I
 Dividends
  Redemption
  64




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##### 



Conversion at the Option of Brookfield Properties
  Conversion at the Option of the Holder
   Purchase for Cancellation
  Liquidation, Dissolution and Winding Up
  Restriction on Dividends and Retirement and Issue of Shares
  65




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##### 



(i)
    
    declare, pay or set apart for payment any dividends (other than stock
dividends payable in shares of Brookfield Properties ranking as to capital and
dividends junior to the Class AAA, Series I Shares) on shares of Brookfield Properties
ranking as to dividends junior to the Class AAA, Series I Shares;(ii)
    
    except out of the net cash proceeds of a substantially concurrent issue of
shares of Brookfield Properties ranking as to return of capital and dividends junior
to the Class AAA, Series I Shares, redeem or call for redemption, purchase or
otherwise pay off, retire or make any return of capital in respect of any shares of
Brookfield Properties ranking as to capital junior to the Class AAA, Series I Shares;(iii)
    
    redeem or call for redemption, purchase or otherwise retire for value or
make any return of capital in respect of less than all of the Class AAA, Series I
Shares then outstanding;(iv)
    
    except pursuant to any purchase obligation, sinking fund, retraction
privilege or mandatory redemption provisions attaching thereto, redeem or call for
redemption, purchase or otherwise pay off, retire or make any return of capital in
respect of any Class AAA preference shares, ranking as to the payment of dividends or
return of capital on a parity with the Class AAA, Series I Shares; or(v)
    
    issue any additional Class AAA, Series I Shares or any shares ranking as to
dividends or return of capital prior to or on a parity with the Class AAA, Series I
Shares,
  Amendment
  Voting
  Specific Provisions of the Class AAA Preference Shares, Series J
 Dividends
  Redemption
  66




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##### 



Conversion at the Option of Brookfield Properties
  Conversion at the Option of the Holder
   Purchase for Cancellation
  Liquidation, Dissolution and Winding Up
  Restriction on Dividends and Retirement and Issue of Shares
  67




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##### 



(i)
    
    declare, pay or set apart for payment any dividends (other than stock
dividends payable in shares of Brookfield Properties ranking as to capital and
dividends junior to the Class AAA, Series J Shares) on shares of Brookfield Properties
ranking as to dividends junior to the Class AAA, Series J Shares;(ii)
    
    except out of the net cash proceeds of a substantially concurrent issue of
shares of Brookfield Properties ranking as to return of capital and dividends junior
to the Class AAA, Series J Shares, redeem or call for redemption, purchase or
otherwise pay off, retire or make any return of capital in respect of any shares of
Brookfield Properties ranking as to capital junior to the Class AAA, Series J Shares;(iii)
    
    redeem or call for redemption, purchase or otherwise retire for value or
make any return of capital in respect of less than all of the Class AAA, Series J
Shares then outstanding;(iv)
    
    except pursuant to any purchase obligation, sinking fund, retraction
privilege or mandatory redemption provisions attaching thereto, redeem or call for
redemption, purchase or otherwise pay off, retire or make any return of capital in
respect of any Class AAA preference shares, ranking as to the payment of dividends or
return of capital on a parity with the Class AAA, Series J Shares; or(v)
    
    issue any additional Class AAA, Series J Shares or any shares ranking as to
dividends or return of capital prior to or on a parity with the Class AAA, Series J
Shares,
  Amendment
  Voting
  Specific Provisions of the Class AAA Preference Shares, Series K
 Dividends
  Redemption
  68




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##### 



Conversion at the Option of Brookfield Properties
  Conversion at the Option of the Holder
   Purchase for Cancellation
  Liquidation, Dissolution and Winding Up
  Restriction on Dividends and Retirement and Issue of Shares
  69




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##### 



(i)
    
    declare, pay or set apart for payment any dividends (other than stock
dividends payable in shares of Brookfield Properties ranking as to capital and
dividends junior to the Class AAA, Series K Shares) on shares of Brookfield Properties
ranking as to dividends junior to the Class AAA, Series K Shares;(ii)
    
    except out of the net cash proceeds of a substantially concurrent issue of
shares of Brookfield Properties ranking as to return of capital and dividends junior
to the Class AAA, Series K Shares, redeem or call for redemption, purchase or
otherwise pay off, retire or make any return of capital in respect of any shares of
Brookfield Properties ranking as to capital junior to the Class AAA, Series K Shares;(iii)
    
    redeem or call for redemption, purchase or otherwise retire for value or
make any return of capital in respect of less than all of the Class AAA, Series K
Shares then outstanding;(iv)
    
    except pursuant to any purchase obligation, sinking fund, retraction
privilege or mandatory redemption provisions attaching thereto, redeem or call for
redemption, purchase or otherwise pay off, retire or make any return of capital in
respect of any Class AAA preference shares, ranking as to the payment of dividends or
return of capital on a parity with the Class AAA, Series K Shares; or(v)
    
    issue any additional Class AAA, Series K Shares or any shares ranking as to
dividends or return of capital prior to or on a parity with the Class AAA, Series K
Shares,
  Amendment
  Voting
  Common Shares
 Provisions of Common Shares
 Dividends
  Voting
  Liquidation, Dissolution and Winding Up
  70




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##### 



APPENDIX D  AUDIT COMMITTEE CHARTER
  Membership and Chairperson
    Responsibilities
  a)
    
    be directly responsible for overseeing the work of the external auditor of
the Corporation engaged for the purpose of preparing or issuing an auditors report or
providing other audit, review or attest services to the Corporation (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 shareholders;d)
    
    where appropriate, recommend to the Board that the shareholders 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:
 
    
    the auditors internal quality-control procedures; and
    
    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
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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 Corporation; 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
provincial institute or order of Chartered Accountants to which it belongs and is an
independent public accountant within the meaning of the federal securities legislation
administered by the United States Securities and Exchange Commission, 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;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:
 
    
    planning and staffing of the audit;
    
    any material written communications between the auditor and management;
    
    whether or not the auditor is satisfied with the quality and effectiveness of
financial recording procedures and systems;
    
    the extent to which the auditor is satisfied with the nature and scope of its
examination;
    
    whether or not the auditor has received the full co-operation of management
of the Corporation;
    
    the auditors opinion of the competence and performance of the Chief
Financial Officer and other key financial personnel;
    
    the items required to be communicated to the Committee in accordance with
generally accepted auditing standards;
    
    all critical accounting policies and practices to be used by the Corporation;
    
    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;
    
    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
    
    any illegal act that may have occurred and the discovery of which is required
to be disclosed to the Committee pursuant to paragraphs 5135.099 and 5136.28 of
the CICA Handbook and the United States Securities Exchange Act of 1934.
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##### 



l)
    
    pre-approve any non-audit service to be provided to the Corporation 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:
 
    
    audited annual financial statements, in conjunction with the report of the
auditor;
    
    interim financial statements;
    
    annual and interim earnings press releases;
    
    annual and interim managements discussion and analysis of financial
condition and results of operation;
    
    reconciliations of the annual or interim financial statement; and
    
    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-GAAP 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 Corporation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 Corporations internal control over financial reporting which are
reasonably likely to adversely affect the Corporations ability to record, process,
summarize and report financial information, and any fraud involving management or other
employees;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
Corporation to safeguard assets from loss and unauthorized use and to verify the
accuracy of the financial
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##### 



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 Corporation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
Corporation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 Corporation 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 Corporation 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 periodically, the Corporation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 Corporation;z)
    
    review and approve the Corporations policies for hiring partners and employees
and former partners and employees of the present auditor and any former auditors of the
Corporation;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 Corporation; andbb)
    
    consider other matters of a financial nature as directed by the Board.
 Reporting
  
    
    the auditors independence;
    
    the performance of the auditor and the Committees recommendations regarding its
reappointment or termination;
    
    the performance of the internal audit function department;
    
    the adequacy of the Corporations internal controls and disclosure controls;
 74




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##### 




    
    its recommendations regarding the annual and interim financial statements of the
Corporation and any reconciliation of the Corporations financial statements, including
any issues with respect to the quality or integrity of the financial statements;
    
    its review of any other public disclosure document including the annual information
form and the annual and interim managements discussion and analysis of financial
condition and results of operations;
    
    the Corporations compliance with legal and regulatory requirements, particularly
those related to financial reporting; and
    
    all other significant matters it has addressed and with respect to such other matters
that are within its responsibilities.
 Review and Disclosure
   Assessment
  Access To Outside Advisors And Senior Management
    Meetings
   75




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##### 



Canada Business Corporations Act
   Definitions
  Independent Director
 a)
    
    the director is or was within the last three years an employee or
executive officer (or has an immediate family member who is or was within the
last 3 years an executive officer) of the Corporation. A director is not
disqualified from being independent if he or she previously acted as an interim
chief executive officer of the Corporation, or currently acts or previously
acted as a part-time chair or vice-chair of the Board or any Board committee;b)
    
    the director (a) is a partner of or is employed by the
Corporations internal or external auditor; (b) was within the last three years
a partner or employee of that auditing firm and personally worked on the
Corporations audit within that time; or (c) has a spouse, minor child or a
child who lives in the directors home and who (i) is a partner of the
Corporations internal or external auditor; (ii) is an employee of the auditing
firm and works in the audit, assurance or tax compliance (but not tax planning)
practice; or (iii) was within the last three years a partner or employee of that
auditing firm and personally worked on the Corporations audit during that time.
For this purpose, a partner does not include a partner whose interest in the
auditing firm is limited to the receipt of fixed amounts of compensation
(including deferred compensation) for prior service, if the compensation is not
contingent in any way on continued service;c)
    
    the director is or was within the last three years (or has an
immediate family member who is or was within the last three years) an executive
officer of another entity if any of the Corporations current executive officers
serve or served at the same time on the compensation committee of that entity;d)
    
    the director has (or an immediate family member who is employed
as an executive officer of the Corporation has) received more than Cdn. $75,000
in direct compensation from the Corporation in any 12-month period within the
last three years, other than (a) fees for acting as a director or committee
member, including as the Chairperson of the Board or a Board committee; and (b)
fixed amounts of compensation under a retirement
 76




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##### 



e)
    
    the director is an employee of (or has an immediate family member
who is an executive officer of), another company that has, in the last three
fiscal years, made payments to, or received payments from, the Corporation in
excess of the greater of US $1 million and 2% of the other companys
consolidated gross revenues.
   a)
    
    the director cannot after appointment to the Audit Committee accept, directly
or indirectly, any consulting, advisory, or other compensatory fee from the
Corporation or any of its subsidiaries, other than (a) fees for acting as a director,
committee member, or part-time chair or vice-chair of the Board or any Board
Committee; and (b) fixed amounts of compensation under a retirement or deferred
compensation plan for prior service with the Corporation (provided such compensation
is not contingent in any way on continued service). A fee is considered to have been
indirectly received by the director if it is received by (a) the directors spouse, a
minor child or a child who lives in the directors home; or (b) an entity in which the
director is a partner, a member or an officer (such as a managing director or
executive officer) if that entity provides accounting, consulting, legal, investment
banking or financial advisory services to the Corporation or any of its subsidiaries,
unless the director is a limited partner or a non-managing member of the entity and
plays no active role in providing services to the entity; andb)
    
    the director cannot be an affiliated entity of the Corporation or any of its
subsidiaries.
  Financially Literate
 Audit Committee Financial Expert
 a)
    
    an understanding of generally accepted accounting principles and financial
statements;
 77




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##### 



b)
    
    the ability to assess the general application of such principles in connection
with the accounting for estimates, accruals and reserves;c)
    
    experience preparing, auditing, analyzing or evaluating financial statements
that present a breadth and level of complexity of accounting issues that are generally
comparable to the breadth and complexity of issues that can reasonably be expected to
be raised by the Corporations financial statements, or experience actively supervising
one or more persons engaged in such activities;d)
    
    an understanding of internal controls and procedures for financial reporting;
ande)
    
    an understanding of audit committee functions;
  a)
    
    education and experience as a principal financial officer,
principal accounting officer, controller, public accountant or auditor or
experience in one or more positions that involve the performance of similar
functions;b)
    
    experience actively supervising a principal financial officer,
principal accounting officer, controller, public accountant, auditor or person
performing similar functions;c)
    
    experience overseeing or assessing the performance of companies
or public accountants with respect to the preparation, auditing or evaluation of
financial statements; ord)
    
    other relevant experience.
 78