##### 



Exhibit 99.1
 
 
 BROOKFIELD PROPERTIES CORPORATION
RENEWAL ANNUAL INFORMATION FORM
 
 MARCH 15, 2006




---



##### 



BROOKFIELD PROPERTIES CORPORATION
 ANNUAL INFORMATION FORM  TABLE OF CONTENTS
 Notes Regarding AIF
    
    
    iForward-Looking Statements
    
    
    iCorporate Structure
    
    
    1Name, Address and Incorporation
    
    
    1Intercorporate Relationships
    
    
    1History
    
    
    2General Development of the Business
    
    
    3Year Ended December 31, 2003
    
    
    3Year Ended December 31, 2004
    
    
    4Year Ended December 31, 2005
    
    
    4The O&Y Acquisition
    
    
    5Recent Developments
    
    
    6Business of Brookfield Properties
    
    
    7Overview
    
    
    7Commercial Property Operations
    
    
    7Commercial Development
    
    
    8Residential Development
    
    
    9Commercial Property Debt
    
    
    9Non-Controlling Interests
    
    
    11Primary Markets
    
    
    12Service Businesses
    
    
    14Employees
    
    
    14Company and Real Estate Industry Risks
    
    
    15Dividends and Dividend Policy
    
    
    20Description of Capital Structure
    
    
    20General Description of Capital Structure
    
    
    20Ratings
    
    
    37Market for Securities
    
    
    38Directors and Officers
    
    
    40Directors
    
    
    40Officers
    
    
    41Share Ownership
    
    
    42Cease Trade Orders, Bankruptcies, Penalties or Sanctions
    
    
    42Legal Proceedings
    
    
    42Interest of Management and Others in Material Transactions
    
    
    42Auditors, Transfer Agent and Registrars
    
    
    42Audit Committee Information
    
    
    43Additional Information
    
    
    44Appendix A  SubsidiariesAppendix B  Commercial Properties by RegionAppendix C  Audit Committee Charter




---



##### 



Notes Regarding this AIF
 Note Regarding Financial Information
  Brookfield Asset Management Inc.
  Stock Split
  Forward-Looking Statements




---



##### 



CORPORATE STRUCTURE
 Name, Address and Incorporation
 Canada
Business Corporations Act Quebec Companies Act 1920
  Intercorporate Relationships
  
  
    
    a 100% common share interest in Brookfield Properties Ltd., an Ontario
corporation, which primarily owns BCE Place in Toronto and in turn owns a 100% common share
interest in Carma Developers LP, an Alberta corporation, which operates our Canadian
residential land development business;
    
    a 100% equity interest in Brookfield Properties, Inc., a Delaware corporation that in
turn owns:
 o
    
    100% common share interest in Carma Inc., a Delaware corporation, which
operates our U.S. residential land development businesso
    
    a 99.4% interest in Brookfield Financial Properties, L.P., a New
York-based Delaware limited partnership which owns large Class A office properties,
primarily in Lower and Midtown Manhattan, Boston and Washington, D.C.;o
    
    a 100% equity interest in Brookfield Commercial Properties Inc., a
Minnesota-based Delaware corporation that owns primarily office properties in Denver
and Minneapolis;
 
    
    a 89.1% equity interest (representing 54.5% of the voting securities and 100% of the
non-voting securities) in BPO Properties Ltd., a Canadian corporation that owns
predominantly office properties in Toronto, Ottawa, Calgary, Edmonton and Vancouver.
 Appendix A
 1




---



##### 



HISTORY
          2




---



##### 



GENERAL DEVELOPMENT OF THE BUSINESS
  Year-ended December 31, 2003
            3




---



##### 



Year-ended December 31, 2004
  th
        Year-ended December 31, 2005
       4




---



##### 



The O&Y Acquisition
    §
    
    100% of the outstanding common shares of O&Y Properties at approximately C$13.00 per
share. This represented a 36% premium over the 30-day weighted average trading price of the
company prior to the February 15, 2005 announcement of the sale process; and§
    
    100% of the assets and liabilities of O&Y REIT, which was to subsequently redeem all of
its limited voting units for C$15.50 per unit, an 8% premium over the 30-day weighted
average trading price of O&Y REIT prior to February 15, 2005.
 Ontario Business
Corporations Act
   Ontario Business Corporation Act
 5




---



##### 



Brookfield Properties
    
    
    Purchase PriceNumber of
    
    
    Leasable Area
    
    
    Owned Interest
    
    
    Book ValueRegion
    
    Properties
    
    
    (000s Sq. Ft.)
    
    
    (000s Sq. Ft.)
    
    
    (Millions)Toronto, Ontario
    
    
    6
    
    
    
    4,397
    
    
    
    1,099
    
    
    $
    266Calgary, Alberta
    
    
    8
    
    
    
    2,608
    
    
    
    651
    
    
    
    110Ottawa, Ontario
    
    
    8
    
    
    
    2,935
    
    
    
    734
    
    
    
    97Edmonton, Alberta
    
    
    2
    
    
    
    708
    
    
    
    177
    
    
    
    14Winnipeg, Manitoba
    
    
    2
    
    
    
    252
    
    
    
    63
    
    
    
    3Niagara Falls, Ontario
    
    
    1
    
    
    
    209
    
    
    
    52
    
    
    
    227
    
    
    
    11,109
    
    
    
    2,776
    
    
    $
    492Office development site
    
    
    1
    
    
    
    500
    
    
    
    125
    
    
    
    3Total commercial and development properties
    
    
    28
    
    
    
    11,609
    
    
    
    2,901
    
    
    $
    495Accounts receivable and other assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14Intangible assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56Accounts payable and other liabilities assumed
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14
    )Intangible liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (97
    )Future income tax liabilities assumed
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26
    )Commercial property debt assumed(1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (246
    )Total purchase price
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    182
 
 (1)
   Includes acquisition financing of $110 million Recent Developments
   6




---



##### 



BUSINESS OF BROOKFIELD
 Overview
  Commercial Property Operations
 Appendix B
  
    
    Surfacing value from our properties through pro-active leasing and select redevelopment initiatives;
    
    Prudent capital management including the refinancing of mature properties and investing
in joint venture opportunities with institutional partners who seek to benefit from the
depth of our expertise;
    
    Monetizing development assets as the economy rebounds and continued supply constraints
create opportunities.
  BrookfieldProperties
    
    
    
    
    
    
    
    
    
    
    Net BookNumber of
    
    
    Leasable Area
    
    
    Owned Interest
    
    
    Book Value
    
    
    Debt
    
    
    EquityRegion
    
    Properties
    
    
    (000s Sq.Ft.)
    
    
    (000s Sq. Ft.)
    
    
    (Millions)
    
    
    (Millions)
    
    
    (Millions)New York, New York
    
    
    8
    
    
    
    12,453
    
    
    
    10,738
    
    
    $
    3,824
    
    
    $
    3,122
    
    
    $
    702Boston, Massachusetts
    
    
    2
    
    
    
    2,163
    
    
    
    1,103
    
    
    
    325
    
    
    
    159
    
    
    
    166Washington, D.C.
    
    
    3
    
    
    
    1,557
    
    
    
    1,557
    
    
    
    395
    
    
    
    357
    
    
    
    38Toronto, Ontario
    
    
    16
    
    
    
    12,278
    
    
    
    6,147
    
    
    
    1,399
    
    
    
    704
    
    
    
    695Calgary, Alberta
    
    
    15
    
    
    
    8,936
    
    
    
    3,816
    
    
    
    570
    
    
    
    409
    
    
    
    161Ottawa, Ontario
    
    
    8
    
    
    
    2,935
    
    
    
    734
    
    
    
    100
    
    
    
    50
    
    
    
    50Denver, Colorado(1)
    
    
    3
    
    
    
    2,605
    
    
    
    2,605
    
    
    
    344
    
    
    
    221
    
    
    
    123Minneapolis, Minnesota
    
    
    4
    
    
    
    3,008
    
    
    
    3,008
    
    
    
    429
    
    
    
    180
    
    
    
    249Other
    
    
    7
    
    
    
    2,095
    
    
    
    1,219
    
    
    
    119
    
    
    
    65
    
    
    
    5466
    
    
    
    48,030
    
    
    
    30,927
    
    
    $
    7,505
    
    
    $
    5,267
    
    
    $
    2,238Office development sites
    
    
    10
    
    
    
    8,100
    
    
    
    7,195
    
    
    
    224
    
    
    
    
    
    
    
    224Total
    
    
    76
    
    
    
    56,130
    
    
    
    38,122
    
    
    $
    7,729
    
    
    $
    5,267
    
    
    $
    2,462
 
 (1)
    
    Includes $75 million of assets and $51 million of liabilities related to
discontinued operations   Year of
    
    
    000s
    
    
    % ofTenant
    
    Location
    
    Expiry(1)
    
    
    Sq. Ft.(2)
    
    
    Sq. Ft.(2)
    
    
    Credit Rating(3)RatedMerrill Lynch
    
    New York/Toronto
    
    
    2013
    
    
    
    4,363
    
    
    
    9.1
    %
    
    A+CIBC/CIBC World Markets
    
    New York/Toronto/Calgary
    
    
    2028
    
    
    
    2,066
    
    
    
    4.3
    %
    
    A+Government of Canada
    
    Toronto/Ottawa/Edmonton
    
    
    2010
    
    
    
    2,008
    
    
    
    4.2
    %
    
    AAABank of Montreal/Nesbitt Burns
    
    Toronto/Calgary
    
    
    2018
    
    
    
    1,092
    
    
    
    2.3
    %
    
    AA-JPMorgan Chase
    
    New York/Denver
    
    
    2018
    
    
    
    1,029
    
    
    
    2.1
    %
    
    
    A+RBC Financial Group
    
    Five major markets
    
    
    2018
    
    
    
    981
    
    
    
    2.0
    %
    
    AA-Petro-Canada
    
    Calgary
    
    
    2013
    
    
    
    871
    
    
    
    1.8
    %
    
    BBBTarget Corporation
    
    Minneapolis
    
    
    2013
    
    
    
    840
    
    
    
    1.8
    %
    
    A+Imperial Oil
    
    Calgary
    
    
    2011
    
    
    
    633
    
    
    
    1.3
    %
    
    AAATalisman Energy
    
    Calgary
    
    
    2015
    
    
    
    527
    
    
    
    1.1
    %
    
    BBB+CP Rail
    
    Calgary
    
    
    2014
    
    
    
    452
    
    
    
    0.9
    %
    
    BBBConoco Phillips
    
    Calgary
    
    
    2010
    
    
    
    445
    
    
    
    0.9
    %
    
    A-
 7




---



##### 



Year of
    
    
    000s
    
    
    % ofTenant
    
    Location
    
    Expiry(1)
    
    
    Sq. Ft.(2)
    
    
    Sq. Ft.(2)
    
    
    Credit Rating(3)American Express
    
    New York
    
    
    2022
    
    
    
    408
    
    
    
    0.8
    %
    
    A+Fidelity Properties Inc.
    
    New York/Boston
    
    
    2009
    
    
    
    381
    
    
    
    0.8
    %
    
    BBB-Pepco Holdings Inc.
    
    Washington, D.C.
    
    
    2028
    
    
    
    364
    
    
    
    0.8
    %
    
    BBB+Enbridge Inc.
    
    Calgary/Edmonton
    
    
    2016
    
    
    
    355
    
    
    
    0.7
    %
    
    A-Teachers Insurance Annuity Association
    
    Denver
    
    
    2008
    
    
    
    323
    
    
    
    0.7
    %
    
    AAACanadian Natural Resources
    
    Calgary
    
    
    2011
    
    
    
    277
    
    
    
    0.6
    %
    
    BBB+Goldman Sachs
    
    New York
    
    
    2015
    
    
    
    274
    
    
    
    0.6
    %
    
    A+EnCana Corporation
    
    Calgary
    
    
    2013
    
    
    
    256
    
    
    
    0.5
    %
    
    A-Lehman Brothers
    
    New York
    
    
    2010
    
    
    
    253
    
    
    
    0.5
    %
    
    AA-Anadarko Canada Corporation
    
    Calgary
    
    
    2011
    
    
    
    235
    
    
    
    0.5
    %
    
    BBB+Bank of Nova Scotia
    
    New York
    
    
    2014
    
    
    
    230
    
    
    
    0.5
    %
    
    AA-Amdocs Canada Inc.
    
    Toronto
    
    
    2010
    
    
    
    220
    
    
    
    0.5
    %
    
    BBB-Bank of America
    
    Boston
    
    
    2008
    
    
    
    213
    
    
    
    0.4
    %
    
    AAMarsh Mercer
    
    Toronto
    
    
    2015
    
    
    
    207
    
    
    
    0.4
    %
    
    BGovernment and related services
    
    Various
    
    Various
    
    
    1,285
    
    
    
    2.7
    %
    
    BBB- or higherOther investment grade
    
    Various
    
    Various
    
    
    3,479
    
    
    
    7.3
    %
    
    BBB- or higher24,067
    
    
    
    50.1
    %Unrated
Cadwalader, Wickersham & Taft LLP
    
    New York
    
    
    2024
    
    
    
    465
    
    
    
    1.0
    %
    
    Cleary, Gottlieb, Steen & Hamilton
    
    New York
    
    
    2012
    
    
    
    446
    
    
    
    1.0
    %
    
    Goodwin Procter LLP
    
    Boston
    
    
    2016
    
    
    
    397
    
    
    
    0.8
    %
    
    Wellington Management Co.
    
    Boston
    
    
    2011
    
    
    
    358
    
    
    
    0.7
    %
    
    National Association of Securities Dealers
    
    New York
    
    
    2020
    
    
    
    277
    
    
    
    0.6
    %
    
    Osler Hoskin & Harcourt LLP
    
    Toronto
    
    
    2015
    
    
    
    254
    
    
    
    0.5
    %
    
    CI Investments Inc.
    
    Toronto
    
    
    2011
    
    
    
    212
    
    
    
    0.4
    %
    
    Total
    
    
    
    
    
    
    
    
    26,476
    
    
    
    55.1
    %
 
 (1)
    
    Weighted average based on square feet(2)
    
    Prior to considering partnership interests in partially-owned properties(3)
    
    From Standard & Poors, Moodys or Dominion Bond Rating Service   New York/Boston/
    
    
    Toronto/Calgary/
    
    
    Denver/Minneapolis/Total Portfolio
    
    
    Washington, D. C.
    
    
    Ottawa
    
    
    Other000s
    
    
    
    
    
    Net Rate
    
    
    000s
    
    
    
    
    
    Net Rate
    
    
    000s
    
    
    
    
    
    Net Rate
    
    
    000s
    
    
    
    
    
    Net RateYear of Expiry
    Sq. Ft.
    
    %
    
    per Sq. Ft.
    
    
    Sq. Ft.
    
    %
    
    per Sq. Ft.
    
    
    Sq. Ft.
    
    %
    
    per Sq. Ft.
    
    
    Sq. Ft.
    
    %
    
    per Sq. Ft.Currently available
    
    
    2,242
    
    
    
    5.4
    
    
    
    
    
    
    
    
    784
    
    
    
    5.2
    
    
    
    
    
    
    
    
    763
    
    
    
    4.2
    
    
    
    
    
    
    
    
    695
    
    
    
    11.32006
    
    
    1,463
    
    
    
    3.6
    
    
    $
    14
    
    
    
    
    382
    
    
    
    2.5
    
    
    $
    15
    
    
    
    
    772
    
    
    
    3.6
    
    
    $
    13
    
    
    
    
    309
    
    
    
    5.0
    
    
    $
    102007
    
    
    1,402
    
    
    
    3.4
    
    
    
    19
    
    
    
    
    103
    
    
    
    0.7
    
    
    
    26
    
    
    
    
    959
    
    
    
    4.9
    
    
    
    17
    
    
    
    
    340
    
    
    
    5.5
    
    
    
    132008
    
    
    3,427
    
    
    
    8.3
    
    
    
    17
    
    
    
    
    717
    
    
    
    4.8
    
    
    
    27
    
    
    
    
    2,110
    
    
    
    6.1
    
    
    
    13
    
    
    
    
    600
    
    
    
    9.7
    
    
    
    122009
    
    
    1,868
    
    
    
    4.5
    
    
    
    16
    
    
    
    
    127
    
    
    
    0.8
    
    
    
    31
    
    
    
    
    1,282
    
    
    
    6.3
    
    
    
    14
    
    
    
    
    459
    
    
    
    7.4
    
    
    
    82010
    
    
    3,457
    
    
    
    8.3
    
    
    
    25
    
    
    
    
    689
    
    
    
    4.6
    
    
    
    38
    
    
    
    
    2,254
    
    
    
    12.5
    
    
    
    21
    
    
    
    
    514
    
    
    
    8.3
    
    
    
    102011
    
    
    3,097
    
    
    
    7.5
    
    
    
    25
    
    
    
    
    616
    
    
    
    4.1
    
    
    
    42
    
    
    
    
    2,228
    
    
    
    12.3
    
    
    
    18
    
    
    
    
    253
    
    
    
    4.1
    
    
    
    122012
    
    
    2,378
    
    
    
    5.8
    
    
    
    20
    
    
    
    
    664
    
    
    
    4.4
    
    
    
    20
    
    
    
    
    1,370
    
    
    
    7.6
    
    
    
    19
    
    
    
    
    344
    
    
    
    5.6
    
    
    
    172013 & beyond
    
    
    28,696
    
    
    
    53.2
    
    
    
    25
    
    
    
    
    12,091
    
    
    
    72.9
    
    
    
    33
    
    
    
    
    12,411
    
    
    
    42.5
    
    
    
    17
    
    
    
    
    4,194
    
    
    
    43.1
    
    
    
    1248,030
    
    
    
    100.0
    
    
    $
    25
    
    
    
    
    16,173
    
    
    
    100.0
    
    
    $
    33
    
    
    
    
    24,149
    
    
    
    100.0
    
    
    $
    17
    
    
    
    
    7,708
    
    
    
    100.0
    
    
    $
    12Weighted average market net rent
    
    $
    25
    
    
    
    
    
    
    
    
    
    
    
    $
    33
    
    
    
    
    
    
    
    
    
    
    
    $
    20
    
    
    
    
    
    
    
    
    
    
    
    $
    14
 Commercial Development
  8




---



##### 



NumberLocation
    
    of Sites
    
    
    Ownership
    
    
    Sq. Ft.New York, New York
401 West 31st Street
    
    Ninth Avenue across from Moynihan Train Station
    
    
    1
    
    
    
    100
    %
    
    
    2,500,000Toronto, Ontario
Bay Adelaide Centre
    
    Bay and Adelaide Streets
    
    
    3
    
    
    
    100
    %
    
    
    2,500,000BCE Place III
    
    Third phase of BCE Place project
    
    
    1
    
    
    
    65
    %
    
    
    800,000Calgary, Alberta
Bankers Court
    
    East and West Parkades adjacent to Bankers Hall
    
    
    2
    
    
    
    50
    %
    
    
    500,000Ottawa, Ontario
Place de Ville III
    
    Third phase of Place de Ville project located at 300 Queen Street
    
    
    1
    
    
    
    25
    %
    
    
    500,000Denver, Colorado
425 15th Street
    
    One block from Republic Plaza
    
    
    1
    
    
    
    100
    %
    
    
    800,000Tremont Garage
    
    One block from Republic Plaza
    
    
    1
    
    
    
    100
    %
    
    
    500,000Total
    
    
    
    
    10
    
    
    
    
    
    
    
    8,100,000
 Residential Development
     Under Development
    
    
    
    Held for DevelopmentBook Value
    
    
    
    Estimated
    
    
    Book ValueNumber of Lots
    
    
    (Millions)
    
    
    
    Number of Lots
    
    
    (Millions)Alberta
    
    
    2,713
    
    
    $
    113
    
    
    
    
    24,943
    
    
    $
    156Ontario
    
    
    497
    
    
    
    32
    
    
    
    
    6,983
    
    
    
    39Colorado
    
    
    729
    
    
    
    19
    
    
    
    
    2,931
    
    
    
    23Texas and other
    
    
    158
    
    
    
    2
    
    
    
    
    1,859
    
    
    
    7Total
    
    
    4,097
    
    
    $
    166
    
    
    
    
    36,716
    
    
    $
    225
 Commercial property debt
  9




---



##### 



Three year
    
    
    Annual ResultsObjective
    
    average
    
    
    2005
    
    
    2004
    
    
    2003Maintain debt to total market capitalization of 50%
or less
    
    
    38
    %
    
    
    34
    %
    
    
    37
    %
    
    
    42
    %Move toward long-term goal of 95% non-recourse debt
    
    
    89
    %
    
    
    88
    %
    
    
    93
    %
    
    
    86
    %Maintain interest expense coverage of 2.3x or greater
    
    
    2.5x
    
    
    
    2.6x
    
    
    
    2.6x
    
    
    
    2.3x
   Financed / Refinanced(Millions)
    
    Mortgage
    
    
    Interest Rate %Corporate revolver facility
    
    $
    350
    
    
    LIBOR + 110bpsOne World Financial Center, New York
    
    
    300
    
    
    LIBOR + 100bpsAtrium on Bay, Toronto
    
    
    34
    
    
    CDOR + (95bps-115bps)Total
    
    $
    684
    BrookfieldPropertiesProportionateInterest
    
    Maturity
    
    ShareCommercial Property
    
    Location
    
    Rate %
    
    Date
    
    (Millions)
    
    Mortgage DetailsAtrium on Bay
    
    Toronto
    
    
    4.30
    
    
    
    2006
    
    
    $
    34
    
    
    Non-recourse, floating rateOne Liberty Plaza(1)
    
    New York
    
    
    6.98
    
    
    
    2007
    
    
    
    246
    
    
    Non-recourse, fixed rateTD Canada Trust Tower
    
    Toronto
    
    
    6.60
    
    
    
    2007
    
    
    
    108
    
    
    Non-recourse, fixed ratePetro-Canada Centre
    
    Calgary
    
    
    6.43
    
    
    
    2008
    
    
    
    112
    
    
    Non-recourse, fixed rateOne World Financial Center
    
    New York
    
    
    5.39
    
    
    
    2009
    
    
    
    300
    
    
    Recourse, floating rateFirst Canadian Place
    
    Toronto
    
    
    8.06
    
    
    
    2009
    
    
    
    64
    
    
    Non-recourse, fixed rate245 Park Avenue
    
    New York
    
    
    6.65
    
    
    
    2011
    
    
    
    243
    
    
    Non-recourse, fixed rateOne Liberty Plaza
    
    New York
    
    
    6.75
    
    
    
    2011
    
    
    
    407
    
    
    Non-recourse, fixed rateFifth Avenue Place
    
    Calgary
    
    
    7.59
    
    
    
    2011
    
    
    
    67
    
    
    Non-recourse, fixed ratePotomac Tower
    
    Washington
    
    
    4.72
    
    
    
    2011
    
    
    
    75
    
    
    Non-recourse, fixed rateExchange Tower
    
    Toronto
    
    
    6.83
    
    
    
    2012
    
    
    
    57
    
    
    Non-recourse, fixed rateTwo World Financial Center
    
    New York
    
    
    6.91
    
    
    
    2013
    
    
    
    659
    
    
    Non-recourse, fixed rateFour World Financial Center
    
    New York
    
    
    6.95
    
    
    
    2013
    
    
    
    341
    
    
    Non-recourse, fixed rateBay Wellington Tower
    
    Toronto
    
    
    6.49
    
    
    
    2013
    
    
    
    306
    
    
    Non-recourse, fixed rateBankers Hall
    
    Calgary
    
    
    7.20
    
    
    
    2013
    
    
    
    155
    
    
    Non-recourse, fixed rateRepublic Plaza
    
    Denver
    
    
    5.13
    
    
    
    2014
    
    
    
    170
    
    
    Non-recourse, fixed rate1625 Eye Street
    
    Washington
    
    
    6.00
    
    
    
    2014
    
    
    
    129
    
    
    Non-recourse, fixed rateRoyal Centre
    
    Vancouver
    
    
    7.50
    
    
    
    2022
    
    
    
    44
    
    
    Non-recourse, fixed rate
 10




---



##### 



BrookfieldPropertiesProportionateInterest
    
    Maturity
    
    ShareCommercial Property
    
    Location
    
    Rate %
    
    Date
    
    (Millions)
    
    Mortgage Details53 State Street
    
    Boston
    
    
    6.91
    
    
    
    2023
    
    
    
    72
    
    
    Non-recourse, fixed rate33 South Sixth Street
    
    Minneapolis
    
    
    6.72
    
    
    
    2027
    
    
    
    97
    
    
    Non-recourse, fixed rateDain Plaza
    
    Minneapolis
    
    
    7.37
    
    
    
    2027
    
    
    
    83
    
    
    Non-recourse, fixed rate701 9th Street
    
    Washington
    
    
    6.73
    
    
    
    2028
    
    
    
    153
    
    
    Non-recourse, fixed rate75 State Street
    
    Boston
    
    
    7.00
    
    
    
    2028
    
    
    
    87
    
    
    Non-recourse, fixed rate300 Madison Avenue
    
    New York
    
    
    7.26
    
    
    
    2032
    
    
    
    400
    
    
    Non-recourse, fixed rate300 Madison Avenue
    
    New York
    
    
    3.55
    
    
    
    2012
    
    
    
    109
    
    
    Non-recourse, floating rateCorporate credit facilities
    
    
    
    
    
    
    
    
    
    
    
    
    324
    
    
    Recourse, floating rateO&Y acquisition financing and other assumed debt
    
    
    
    
    
    
    
    
    
    
    
    
    187
    
    
    Various termsDevelopment and other debt
    
    
    
    
    
    
    
    
    
    
    
    
    187
    
    
    Various termsTotal
    
    
    
    
    6.50
    %
    
    
    
    
    
    $
    5,216
 
 (1)
    
    Included in restricted cash and deposits is $256 of securities to match interest and
principal payments on this commercial property debt  Weighted Average(Millions)
    
    Scheduled
    
    
    
    
    
    
    
    
    
    
    Interest Rate atYear
    
    Amortization
    
    
    Maturities
    
    
    Total
    
    
    Dec. 31, 20052006
    
    $
    60
    
    
    $
    210
    
    
    $
    270
    
    
    
    5.2
    %2007
    
    
    263
    
    
    
    371
    
    
    
    634
    
    
    
    6.5
    %2008
    
    
    197
    
    
    
    180
    
    
    
    377
    
    
    
    5.8
    %2009
    
    
    174
    
    
    
    663
    
    
    
    837
    
    
    
    5.4
    %2010
    
    
    185
    
    
    
    4
    
    
    
    189
    
    
    
    6.4
    %2011 and thereafter
    
    
    
    
    
    
    2,909
    
    
    
    2,909
    
    
    
    6.5
    %Total
    
    $
    879
    
    
    $
    4,337
    
    
    $
    5,216
    
    
    
    6.5
    %
  non-controlling Interests
   (Millions)

    Others Equity
Ownership
    
    2005
    
    
    2004Common shares of BPO Properties
    
    
    11.0
    %
    
    $
    47
    
    
    $
    42Limited partnership units of
Brookfield Financial
Properties
    
    
    0.6
    %
    
    
    12
    
    
    
    11Total
    
    
    
    
    
    $
    59
    
    
    $
    53
  11




---



##### 



Primary Markets
  Manhattan, New York
     Boston, Massachusetts
   Washington, D.C.
     12




---



##### 



Toronto, Ontario
    Calgary, Alberta
    Ottawa, Ontario
    Edmonton, Alberta
  Vancouver, British Columbia
  13




---



##### 



Denver, Colorado
  th
  Minneapolis, Minnesota
  th
 Service Businesses
 Brookfield LePage johnson controls Facility Management services
  Brookfield Residential Management Services
  Employees
  14




---



##### 



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 and secondary 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.
   15




---



##### 



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.
  16




---



##### 



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.
  17




---



##### 



We do not have sole control over the properties that we own with co-venturers, partners 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.
    18




---



##### 



The expiration of long-term ground leases could adversely affect our results of operations.
  Building
    
    City
    
    Expiration
    
    NotesOne, Two, Three and
Four World Financial
Center
    
    New York
    
    
    206953 State Street
    
    Boston
    
    
    2039
    
    
    We have a purchase option to acquire this lease exercisable in 2029.Hudsons Bay Centre
    
    Toronto
    
    
    2070105 Adelaide Street West
    
    Toronto
    
    
    2023Exchange Tower
    
    Toronto
    
    
    2891First Canadian Place
    
    Toronto
    
    
    20232 Queen Street East
    
    Toronto
    
    
    209918 King Street
    
    Toronto
    
    
    206770 York Street
    
    Toronto
    
    
    2083Place de Ville I
    
    Ottawa
    
    
    2065Bankers Hall, Calgary
    
    Calgary
    
    
    2101
    
    
    We own a 50% interest in the ground lessor.Royal Bank Building
    
    Calgary
    
    
    2101
    
    
    We own a 50% interest in the ground lessor.
 The impact of foreign exchange fluctuations may have a negative impact on our future revenues
and net income.
  19




---



##### 



DIVIDENDS AND DIVIDEND POLICY
    2005
    
    
    2004
    
    
    2003Per common share (1)
    
    $
    0.65
    
    
    $
    0.42
    
    
    $
    0.34Total
    
    
    150,245,310
    
    
    $
    96,422,829
    
    
    $
    79,060,263
 
 (1)Share information restated to reflect three-for-two stock split effective March 31, 2005  (US$, except share information)Authorized
    
    Outstanding
    
    
    
    2005
    
    
    2004
    
    
    20036,312,000
    
    6,312,000
    
    Class A redeemable voting
    
    $
    978,099
    
    
    $
    910,373
    
    
    $
    845,3432,000,000
    
    2,000,000
    
    Class AA Series E
    
    
    1,254,770
    
    
    
    1,086,354
    
    
    
    1,171,6718,000,000
    
    8,000,000
    
    Class AAA Series E
    
    
    5,087,739
    
    
    
    4,324,658
    
    
    
    4,687,6716,000,000
    
    
    
    Class AAA Series C and D
    
    
    
    
    
    
    
    
    
    
    3,530,3338,000,000
    
    8,000,000
    
    Class AAA Series F
    
    
    9,917,355
    
    
    
    9,230,769
    
    
    
    8,571,4296,000,000
    
    4,400,000
    
    Class AAA Series G
    
    
    5,775,000
    
    
    
    5,775,000
    
    
    
    3,184,1708,000,000
    
    8,000,000
    
    Class AAA Series H
    
    
    9,504,132
    
    
    
    8,846,154
    
    
    
    1,732,8578,000,000
    
    8,000,000
    
    Class AAA Series I
    
    
    8,595,041
    
    
    
    8,000,000
    
    
    
    8,000,000
    
    8,000,000
    
    Class AAA Series J
    
    
    8,264,463
    
    
    
    5,128,185
    
    
    
    6,000,000
    
    6,000,000
    
    Class AAA Series K
    
    
    6,446,281
    
    
    
    1,147,523
    
    
    
    $
    55,822,880
    
    
    $
    44,449,016
    
    
    $
    23,723,474
 DESCRIPTION OF CAPITAL STRUCTURE
 General Description of Capital Structure
 www.brookfieldproperties.com
  Class A Preference Shares  6,312,000 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
  20




---



##### 



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
  21




---



##### 



Specific Provisions of Class A Preference Shares, Series A
 Dividends
 71/2% per annum on the amount paid
thereon.
 Specific Provisions of Class A Preference Shares, Series B
 Dividends
 71/2% per annum on the amount paid
thereon.
 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
  22




---



##### 



Voting
  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
 23




---



##### 



Voting
  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
  24




---



##### 



Redemption
  Conversion at the Option of Brookfield Properties
  Conversion at the Option of the Holder
   Purchase for Cancellation
  Liquidation, Dissolution and Winding Up
  25




---



##### 



Restriction on Dividends and Retirement and Issue of Shares
  (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 F Shares) on shares of Brookfield Properties ranking as to
dividends junior to the Class AAA, Series F 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 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;(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 F 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 F Shares; or(v)
    
    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
  26




---



##### 



Conversion at the Option of Brookfield Properties
  Conversion at the Option of the Holder
   Purchase for Cancellation
  Liquidation, Dissolution and Winding Up
  27




---



##### 



Restriction on Dividends and Retirement and Issue of Shares
  (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
  28




---



##### 



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
  29




---



##### 



(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
  30




---



##### 



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
  (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;
 31




---



##### 



(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
  Conversion at the Option of Brookfield Properties
  32




---



##### 



Conversion at the Option of the Holder
   Purchase for Cancellation
  Liquidation, Dissolution and Winding Up
  Restriction on Dividends and Retirement and Issue of Shares
  (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;
 33




---



##### 



(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
  Conversion at the Option of Brookfield Properties
  34




---



##### 



Conversion at the Option of the Holder
   Purchase for Cancellation
  Liquidation, Dissolution and Winding Up
  Restriction on Dividends and Retirement and Issue of Shares
  (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
 35




---



##### 



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
  36




---



##### 



RATINGS
  Dominion BondStandard & Poors (S&P)
    
    Rating Service Inc. (DBRS)Corporate rating
    
    BBB
    
    BBB(high)Preferred shares
    
    P-3(high)
    
    Pfd-3(high)
     Note Regarding Credit Ratings
  37




---



##### 



MARKET FOR SECURITIES
   TSX
    
    
    NYSEPrice (C$)
    
    
    
    
    
    
    Price (US$)Month
    
    High
    
    
    Low
    
    
    Volume
    
    
    High
    
    
    Low
    
    
    VolumeJanuary(3)
    
    
    31.33
    
    
    
    28.47
    
    
    
    1,152,681
    
    
    
    25.50
    
    
    
    23.42
    
    
    
    4,725,300February(3)
    
    
    33.23
    
    
    
    30.07
    
    
    
    1,544,783
    
    
    
    26.83
    
    
    
    24.29
    
    
    
    7,721,400March(3)
    
    
    33.55
    
    
    
    30.53
    
    
    
    1,732,435
    
    
    
    27.19
    
    
    
    25.49
    
    
    
    5,719,800April
    
    
    32.31
    
    
    
    30.15
    
    
    
    1,157,152
    
    
    
    26.26
    
    
    
    24.72
    
    
    
    6,237,800May
    
    
    34.00
    
    
    
    31.01
    
    
    
    1,481,156
    
    
    
    26.72
    
    
    
    24.69
    
    
    
    4,236,600June
    
    
    35.80
    
    
    
    32.50
    
    
    
    1,228,877
    
    
    
    28.97
    
    
    
    26.11
    
    
    
    5,168,200July
    
    
    40.00
    
    
    
    33.69
    
    
    
    1,404,250
    
    
    
    30.00
    
    
    
    27.81
    
    
    
    3,805,400August
    
    
    36.24
    
    
    
    33.00
    
    
    
    1,112,899
    
    
    
    29.55
    
    
    
    27.39
    
    
    
    4,711,900September
    
    
    36.10
    
    
    
    32.98
    
    
    
    1,956,171
    
    
    
    30.13
    
    
    
    28.16
    
    
    
    4,648,200October
    
    
    35.00
    
    
    
    32.02
    
    
    
    1,135,545
    
    
    
    29.71
    
    
    
    27.18
    
    
    
    4,369,000November
    
    
    36.01
    
    
    
    33.00
    
    
    
    1,635,638
    
    
    
    30.55
    
    
    
    28.68
    
    
    
    3,803,400December
    
    
    35.22
    
    
    
    33.18
    
    
    
    1,482,458
    
    
    
    30.15
    
    
    
    28.50
    
    
    
    3,984,800
 
 (1)Source, Bloomberg(2)Source, NYSEnet(3)Share information restated to reflect three-for-two stock split effective March 31,
2005  Price (C$)Month
    
    High
    
    Low
    
    VolumeJanuary
    
    
    28.10
    
    
    
    27.25
    
    
    
    355,561February
    
    
    27.70
    
    
    
    27.42
    
    
    
    757,120March
    
    
    28.30
    
    
    
    26.80
    
    
    
    1,065,115April
    
    
    27.94
    
    
    
    27.00
    
    
    
    257,258May
    
    
    27.75
    
    
    
    27.00
    
    
    
    37,980June
    
    
    27.96
    
    
    
    26.60
    
    
    
    124,849July
    
    
    27.52
    
    
    
    27.00
    
    
    
    168,655August
    
    
    27.49
    
    
    
    27.00
    
    
    
    192,539September
    
    
    27.45
    
    
    
    26.92
    
    
    
    48,779October
    
    
    27.20
    
    
    
    26.61
    
    
    
    73,990November
    
    
    27.49
    
    
    
    26.61
    
    
    
    38,839December
    
    
    27.66
    
    
    
    26.93
    
    
    
    30,049
  Price ($)Month
    
    High
    
    Low
    
    VolumeJanuary
    
    
    27.00
    
    
    
    26.40
    
    
    
    59,906February
    
    
    26.85
    
    
    
    26.01
    
    
    
    74,370March
    
    
    27.00
    
    
    
    25.22
    
    
    
    1,048,255April
    
    
    25.99
    
    
    
    24.80
    
    
    
    45,016May
    
    
    25.33
    
    
    
    24.45
    
    
    
    47,435June
    
    
    25.75
    
    
    
    24.70
    
    
    
    83,295July
    
    
    25.55
    
    
    
    25.01
    
    
    
    42,580August
    
    
    25.93
    
    
    
    25.15
    
    
    
    85,714September
    
    
    26.15
    
    
    
    25.37
    
    
    
    55,165October
    
    
    26.60
    
    
    
    25.41
    
    
    
    170,995November
    
    
    26.75
    
    
    
    26.00
    
    
    
    163,800December
    
    
    27.00
    
    
    
    26.16
    
    
    
    76,295
 38




---



##### 



Price (C$)Month
    
    High
    
    Low
    
    VolumeJanuary
    
    
    26.99
    
    
    
    26.04
    
    
    
    619,115February
    
    
    26.81
    
    
    
    25.88
    
    
    
    816,107March
    
    
    26.71
    
    
    
    25.30
    
    
    
    844,178April
    
    
    26.00
    
    
    
    25.50
    
    
    
    125,959May
    
    
    26.20
    
    
    
    25.62
    
    
    
    81,700June
    
    
    26.84
    
    
    
    25.78
    
    
    
    198,400July
    
    
    26.24
    
    
    
    25.78
    
    
    
    492,030August
    
    
    26.65
    
    
    
    25.90
    
    
    
    182,184September
    
    
    26.75
    
    
    
    26.01
    
    
    
    186,215October
    
    
    26.47
    
    
    
    26.00
    
    
    
    90,560November
    
    
    27.47
    
    
    
    26.26
    
    
    
    77,345December
    
    
    27.25
    
    
    
    26.31
    
    
    
    103,915
  Price (C$)Month
    
    High
    
    Low
    
    VolumeJanuary
    
    
    26.70
    
    
    
    26.01
    
    
    
    842,633February
    
    
    27.10
    
    
    
    25.50
    
    
    
    105,537March
    
    
    27.25
    
    
    
    25.55
    
    
    
    931,312April
    
    
    26.75
    
    
    
    25.74
    
    
    
    111,861May
    
    
    26.40
    
    
    
    25.75
    
    
    
    66,331June
    
    
    27.29
    
    
    
    26.11
    
    
    
    95,288July
    
    
    27.10
    
    
    
    26.00
    
    
    
    54,851August
    
    
    26.75
    
    
    
    25.85
    
    
    
    90,607September
    
    
    26.87
    
    
    
    25.72
    
    
    
    156,833October
    
    
    26.48
    
    
    
    26.10
    
    
    
    53,511November
    
    
    26.64
    
    
    
    26.05
    
    
    
    88,683December
    
    
    26.95
    
    
    
    26.20
    
    
    
    66,748
  Price (C$)Month
    
    High
    
    Low
    
    VolumeJanuary
    
    
    25.90
    
    
    
    25.00
    
    
    
    598,065February
    
    
    25.50
    
    
    
    24.97
    
    
    
    1,011,425March
    
    
    25.55
    
    
    
    24.40
    
    
    
    976,339April
    
    
    25.20
    
    
    
    24.81
    
    
    
    324,458May
    
    
    25.25
    
    
    
    24.80
    
    
    
    159,520June
    
    
    25.50
    
    
    
    25.00
    
    
    
    434,596July
    
    
    25.69
    
    
    
    25.15
    
    
    
    110,323August
    
    
    25.79
    
    
    
    25.18
    
    
    
    133,611September
    
    
    25.79
    
    
    
    25.15
    
    
    
    147,280October
    
    
    25.50
    
    
    
    25.01
    
    
    
    192,386November
    
    
    26.05
    
    
    
    25.01
    
    
    
    229,923December
    
    
    26.60
    
    
    
    25.75
    
    
    
    153,545
  Price (C$)Month
    
    High
    
    Low
    
    VolumeJanuary
    
    
    25.45
    
    
    
    24.95
    
    
    
    689,710February
    
    
    25.50
    
    
    
    25.04
    
    
    
    798,400March
    
    
    25.68
    
    
    
    24.60
    
    
    
    1,029,210April
    
    
    25.50
    
    
    
    24.75
    
    
    
    114,741May
    
    
    25.40
    
    
    
    24.90
    
    
    
    59,214June
    
    
    25.75
    
    
    
    25.06
    
    
    
    234,545July
    
    
    25.50
    
    
    
    25.07
    
    
    
    116,052August
    
    
    25.74
    
    
    
    25.10
    
    
    
    64,760September
    
    
    25.76
    
    
    
    25.15
    
    
    
    88,443October
    
    
    25.59
    
    
    
    25.01
    
    
    
    94,916November
    
    
    26.10
    
    
    
    25.01
    
    
    
    86,985December
    
    
    26.65
    
    
    
    25.70
    
    
    
    72,796
 39




---



##### 



DIRECTORS AND OFFICERS
  Directors
 Year firstbecame aName, municipality of residence
    
    director
    
    Principal Occupation and Five-year Occupation HistoryGORDON E. ARNELL
London, England
    
    1989
    
    
    Mr. Arnell has been Chairman of the board of
directors of Brookfield Properties since 1995.WILLIAM T. CAHILL(1)(3)
Ridgefield, Connecticut
    
    2000
    
    
    Mr. Cahill has been a Senior Credit Officer,
Citibank Community Development since 2002. He has
held various positions including Managing Director
at Citicorp Real Estate, Inc.; OREO 1996-2002.RICHARD B. CLARK
New York, New York
    
    2002
    
    
    Mr. Clark has been President and Chief Executive
Officer of Brookfield Properties since 2002. He was
President and CEO of Brookfield Properties U.S.
operations 2000-2002; held senior management
positions in U.S. operations for Brookfield
Properties and its predecessor companies including
Chief Operating Officer, Executive Vice President
and Director of Leasing.JACK L. COCKWELL(2)
Toronto, Ontario
    
    1999
    
    
    Mr. Cockwell has been Group Chairman of BAM since
2003. Prior thereto he was Co-Chairman, BAM from
2002 and President and Chief Executive Officer of
BAM from 1995-2002.J. BRUCE FLATT
Toronto, Ontario
    
    1996
    
    
    Mr. Flatt has been President and Chief Executive
Officer of BAM since 2002. He was previously
President and CEO of Brookfield Properties from 2000
and President and Chief Operating Officer of
Brookfield Properties from 1995-2000.RODERICK D. FRASER, PH.D., O.C.(3)
Edmonton, Alberta
    
    2005
    
    
    Mr. Fraser is President Emeritus of the University
of Alberta. He previously served as President and
Vice-Chancellor of the University of Alberta since
January, 1995.PAUL D. MCFARLANE(1)(2)
Mississauga, Ontario
    
    1998
    
    
    Mr. McFarlane is a corporate director. He retired
from CIBC 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
    
    1995
    
    
    Mr. Olson has been President and CEO of First
Industries Corporation, an investment and management
company, since 1991.SAMUEL P.S. POLLOCK, O.C.,C.Q.(3)
Toronto, Ontario
    
    1978
    
    
    Mr. Pollock is President of 96345 Canada Inc., a
Canadian investment company. He was Chairman of the
Toronto Blue Jays from 1995-2000.LINDA D. RABBITT
Bethesda, Maryland
    
    2005
    
    
    Ms. Rabbitt is CEO and founder of Rand Construction
Corporation since 1989. Previously, Ms. Rabbitt was
Executive Vice President, Hart Construction Company
Inc.; Co-founder and co-owner of Hart Construction
Co., Inc., founded 1985.ROBERT L. STELZL(1)
Los Angeles, California
    
    2005
    
    
    Mr. Stelzl retired from Colony Capital, LLC after
more than fourteen years service as principal and
member of the Investment Committee.WILLIAM C. WHEATON, PH.D.(2)
Hamilton, Massachusetts
    
    2004
    
    
    Professor Wheaton has been a Professor in MITs
Department of Economics since 1972, is the current
director of the MIT Center for Real Estate and is
principal and co-founder of Torto Wheaton Research,
a Boston real estate consulting company.JOHN E. ZUCCOTTI
New York, New York
    
    1998
    
    
    Mr. Zuccotti has been Co-Chairman of the 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 since 1998. Mr. Zuccotti was Deputy Chairman
of Brookfield Properties from 1999-2002.
 
 (1)
    
    Member of the Audit Committee(2)
    
    Member of the Human Resources and Compensation Committee(3)
    
    Member of the Governance and Nominating Committee 40




---



##### 



Officers
 ,
 Name, municipalityof residence
    
    Position Held
    
    Five-year Occupation HistoryTHOMAS F. FARLEY
Calgary, Alberta
    
    President and Chief
Operating Officer,
Canadian Commercial
Operations
    
    Mr. Farley has held his present principal occupation
since 2002, prior to which he was Executive Vice
President and Chief Operating Officer of Brookfield
Properties Canadian commercial operations following
four years as Senior Vice President, Western Canada
and six years in various senior management positions
at Brookfield Properties and its affiliates.DENNIS H. FRIEDRICH
New York, New York
    
    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, prior
thereto he was Senior Vice President of Strategic
Initiatives from 2000, and prior to 2000 he was with
Jones Lang LaSalle, a real estate services firm.LAWRENCE F. GRAHAM
New York, New York
    
    Executive Vice
President, Development
    
    Mr. Graham has been Executive Vice President,
Development of Brookfield Properties since 2004.
Prior thereto, he held senior management positions in
U.S. operations for Brookfield Properties and its
predecessor companies including Executive Vice
President, Development and Senior Vice President,
Operations and Development.G. MARK BROWN
New York, New York
    
    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. Prior to which he
was Senior Vice President, Finance of the
Corporations New York-based affiliate, Brookfield
Financial Properties, and prior to 2000 he was with
Salomon Smith Barney and Citicorp Real Estate, Inc.KATHLEEN G. KANE
New York, New York
    
    Senior Vice President
and General Counsel
Secretary
    
    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, and prior to 1997, she was with
the law firm of Cahill Gordon & Reindel.CRAIG J. LAURIE
New York, New York
    
    Senior Vice President
and
Chief Financial Officer
    
    Mr. Laurie has held his present principal occupation
since 2003, prior to which he was Senior Vice
President, Finance for BAM and Senior Vice President
and Chief Financial Officer for Brookfield Power
Corporation. Prior to that, he spent three years in
various senior management positions at BAM and its
affiliates. Prior to 1997, he was with Deloitte &
Touche, LLP.MELISSA J. COLEY
New York, New York
    
    Vice President,
Investor Relations and
Communications
    
    Ms. Coley has held her present principal occupation
since 2002, prior to which she was Vice President,
Artistic Director of Arts and Events/Marketing since
1999, prior to which she was Manager, World Financial
Center Arts and Events since 1986.RAEL L. DIAMOND
New York, New York
    
    Vice President and
Controller
    
    Mr. Diamond has held his present principal occupation
since 2005, prior to which he was Vice President &
Controller of the Canadian Commercial Operations for
Brookfield Properties since 2003, and prior to 2003
he was with the Financial Advisory Services Group of
Deloitte & Touche LLP.BRETT M. FOX
New York, New York
    
    Vice President and
Associate Counsel
Assistant Secretary
    
    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, and prior to 2002, he was with the law
firm of Cahill Gordon & Reindel.P. KEITH HYDE
Toronto, Ontario
    
    Vice President, Taxation
    
    Mr. Hyde has held his principal occupation since 1988.MICHAEL P. SULLIVAN
New York, New York
    
    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 and prior to 2000
he held various positions with American Re
Corporation.STEPHANIE A.
SCHEMBARI
New York, New York
    
    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.T. NGA TRINH
Toronto, Ontario
    
    Vice President and
Treasurer
    
    Ms. Trinh has held her present principal occupation
since 2005, prior to which she was Vice President and
Controller since 2002 and prior to which she was Vice
President, Financial Management for Brookfield
Properties Canadian operations and prior to 2000,
she was with the Taxation Services Group of Deloitte
& Touche LLP.GORDON E. WIDDES
Toronto, Ontario
    
    Vice President,
Information
Technologies
    
    Mr. Widdes has held his present principal occupation
since 2002, prior to which he was Vice President,
Information Systems for Brookfield Properties
Canadian operations, and prior to 1998, he was with
Spar Aerospace and Unicorp.
 41




---



##### 



Share Ownership
  Cease Trade Orders, Bankruptcies, Penalties or Sanctions
  LEGAL PROCEEDINGS
  INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
   AUDITORS, TRANSFER AGENT AND REGISTRAR
   42




---



##### 



AUDIT COMMITTEE INFORMATION
  Appendix C
  Relevant Education and Experience
     Pre-Approval Policies and Procedures
  External Auditor Service Fees (By Category)
  43




---



##### 



Service Performed
    
    2005
    
    
    2004Audit and Audit-related servicesConsolidated, subsidiary and property level financial statements(1)(2)
    
    $
    1,965,000
    
    
    $
    1,020,000Accounting consultations in connection with transactions and
accounting and reporting standards(3)
    
    
    710,000
    
    
    
    205,000S-OX 404 Readiness
    
    
    200,000
    
    
    
    20,000Quarterly reviews(4)
    
    
    175,000
    
    
    
    140,000Prospectuses and other securities filings
    
    
    83,000
    
    
    
    97,000Other
    
    
    
    
    
    
    10,000TaxTax compliance
    
    
    300,000
    
    
    
    295,000Advisory
    
    
    160,000
    
    
    
    120,000Total fees
    
    $
    3,593,000
    
    
    $
    1,907,000
 Notes:
 
 (1)
    
    Included in this amount is $105,000 (2004  $80,000), respectively,
relating to the audits of BPO Properties Ltd., which is listed on the
Toronto Stock Exchange.(2)
    
    Included in this amount is $915,000 (2004- $262,500),
related to audit of joint ventures of which the companys share is
$309,000 (2004- $140,000)(3)
    
    Included in this amount is $460,000 (2004- Nil) related to
accounting consultations in connection with transactions and accounting
and reporting standards of joint ventures, of which the companys share is
$115,000 (2004- Nil)(4)
    
    Included in the 2005 and 2004 quarterly review fees are
$62,500 and $45,000, respectively, relating to the review of BPO
Properties Ltd.     ADDITIONAL INFORMATION
  www.sedar.com www.sec.gov www.brookfieldproperties.com
 44




---



##### 



APPENDIX A  SUBSIDIARIES
  Percentage
    
    
    Property(including Percentage Interest if less than 100%)Subsidiary
    
    Interest
    
    
    /Line of BusinessBrookfield Properties Ltd.
    
    
    100
    %
    
    Property Management Company,  BCE Place, Bay-Wellington Tower,Toronto and TD Canada Trust Tower, Toronto (50%)BCE Place (Wellington) Limited
    
    
    100
    %
    
    Head Lease, BCE Place, Bay-Wellington Tower, TorontoGalleria Concourse Operations Inc
    
    
    75
    %
    
    Head Lease, BCE Place, Retail and Parking, TorontoCT Tower Investments Inc.
    
    
    50
    %
    
    Head Lease, BCE Place, TD Canada Trust Tower, TorontoCarma Ltd.
    
    
    100
    %
    
    Holding CompanyCarma Developers LP
    
    
    100
    %
    
    Land Development and Housing CompanyBrookfield Properties, Inc.
    
    
    100
    %
    
    Holding CompanyCarma Inc.
    
    
    100
    %
    
    Land Development and Housing CompanyBrookfield Properties (US) Inc.
    
    
    100
    %
    
    Holding CompanyBrookfield Commercial Properties Inc.
    
    
    100
    %
    
    Holding CompanyBrookfield Properties (US) LLC
    
    
    100
    %
    
    Property ManagementBrookfield Republic Plaza LLC
    
    
    100
    %
    
    Republic Plaza, DenverBrookfield Properties One Bethesda Co.
LLC
    
    
    100
    %
    
    One Bethesda Center, Bethesda, MarylandMCC Mortgage L.P.
    
    
    98
    %
    
    33 South 6th Street Minneapolis City Center, MinneapolisBrookfield Market Inc.
    
    
    100
    %
    
    Gaviidae Common Phase I, MinneapolisDB Holdings, Inc./Brookfield DB Inc.
    
    
    100
    %
    
    Dain Rauscher Plaza, Minneapolis Gaviidae Common Phase II, MinneapolisBrookfield Properties Holdings Inc.
    
    
    100
    %
    
    Holding CompanyBrookfield Financial Properties, L.P.
    
    
    99.4
    %
    
    Property Management and Holding CompanyWFP Tower A Co. L.P.
    
    
    99.4
    %
    
    One World Financial Center, New YorkWFP Tower B Co. L.P.
    
    
    99.4
    %
    
    Two World Financial Center, New YorkBFP Tower C Co. LLC
    
    
    99.4
    %
    
    Three World Financial Center, New York (51%)WFP Tower D Co. L.P.
    
    
    50.7
    %
    
    Four World Financial Center, New YorkBFP One Liberty Plaza Co. LLC
    
    
    99.4
    %
    
    One Liberty Plaza, New YorkBFP 245 Park Co. LLC
    
    
    50.7
    %
    
    245 Park Avenue, New York200 Broadway Joint Venture Co. LLC
    
    
    99.4
    %
    
    200 Broadway, New YorkBFP 300 Madison II LLC
    
    
    99.4
    %
    
    300 Madison Avenue, New YorkWFP 53 State Street Co. L.P.
    
    
    50.7
    %
    
    53 State Street, BostonWFP 75 State Street Co. L.P.
    
    
    50.7
    %
    
    75 State Street, BostonBFP 1625 Eye Co. LLC
    
    
    99.4
    %
    
    1625 Eye Street, Washington, D.C.BFP 701 9th Co. LLC
    
    
    99.4
    %
    
    701 9th Street, Washington, D.C.BFP Potomac Tower Co. LLC
    
    
    99.4
    %
    
    Potomac Tower, Arlington, VirginiaWest 31st Street, Inc.
    
    
    100
    %
    
    401 West 31st StreetBPO Properties Ltd.
    
    
    89
    %
    
    Holding Company70 York Street Limited
    
    
    89
    %
    
    70 York Street (HSBC Building), Toronto6451217 Canada Inc.
    
    
    89
    %
    
    74 York Street, Toronto6447376 Canada Inc.
    
    
    89
    %
    
    76 York Street, TorontoGentra Canada Investments Inc.
    
    
    89
    %
    
    20-22 Front Street West, TorontoExchange Tower Limited
    
    
    89
    %
    
    335 & 347 Bay Street, Toronto (50%)Bay-Adelaide Centre, Toronto (50%)Exchange Tower, Toronto (50%)1452917 Ontario Limited/1262004 OntarioLimited/1263448 Ontario Limited
    
    
    89
    %
    
    Queens Quay Terminal, Toronto1464255 Ontario Limited
    
    
    89
    %
    
    Hudsons Bay Centre, Toronto (25%)1523605 Ontario Limited
    
    
    89
    %
    
    105 Adelaide Street West, Toronto2012769 Ontario Limited
    
    
    89
    %

}The Atrium On Bay Inc.
    
    
    44.5
    %
    Atrium On Bay, Toronto (50%)Bay Street Canada Holdings Company
    
    
    44.5
    %Brookfield Properties (Vancouver) Inc./3744469 CanadaInc./3945863 Canada Inc./607201 B.C. Ltd.
    
    
    89
    %
    
    Royal Centre, VancouverBrookfield Properties (Bankers Hall) Ltd.
    
    
    89
    %
    
    Bankers Hall, Calgary (50%)




---



##### 



Percentage
    
    
    Property(including Percentage Interest if less than 100%)Subsidiary
    
    Interest
    
    
    /Line of BusinessBrookfield Properties (RBB) Ltd.
    
    
    89
    %
    
    Royal Bank Building, Calgary (50%)PCC Properties (Calgary) Ltd.
    
    
    89
    %
    
    Petro-Canada Centre, Calgary (50%)Fifth Avenue Place (Calgary) Ltd.
    
    
    89
    %
    
    Fifth Avenue Place, Calgary (50%)Brookfield Properties Management Corporation
    
    
    89
    %
    
    Property Management CompanyBPO Real Estate Corporation
    
    
    89
    %
    
    Holding CompanyBPO Value Add Trust
    
    
    89
    %BPO (840-7th Ave.) Ltd.
    
    
    89
    %
    
    840  7th Avenue SW, Calgary (25%)BPO (MFT) Ltd.
    
    
    89
    %
    
    McFarlane Tower, Calgary (25%)BPO (FRA) Ltd.
    
    
    89
    %
    
    Franklin Atrium, Calgary (25%)BPO (Altalink) Ltd.
    
    
    89
    %
    
    Altalink Place, Calgary (25%)BPO (MRP) Ltd.
    
    
    89
    %
    
    Mount Royal Place, Calgary (25%)BPO (FRB) Ltd.
    
    
    89
    %
    
    Franklin Building, Calgary (25%)BPO Real Estate (St. Mary) Ltd.
    
    
    89
    %
    
    330 St. Mary Avenue, Winnipeg (25%)BPO Real Estate (Hargrave) Ltd.
    
    
    89
    %
    
    175 Hargrave Street, Winnipeg (25%)BPO (ALTC) Ltd.
    
    
    89
    %
    
    Altius Centre, Calgary (25%)BPO (Western B) Ltd.
    
    
    89
    %
    
    Canadian Western Bank Place, Edmonton (25%)BPO (ENB) Ltd.
    
    
    89
    %
    
    Enbridge Tower, Edmonton (25%)BPO (Ontario VA) Ltd.
    
    
    89
    %
    
    2200 & 2204 Walkley, Ottawa (25%), Acres House,Niagara Falls (25%), 2/24 St. Clair Ave. W.,Toronto (25%), 18 King Street East, Toronto (25%),40 St. Clair Ave. W., Toronto (25%)BPO Core Trust
    
    
    89
    %BPO (GCS) Ltd.
    
    
    89
    %
    
    Gulf Canada Square, Calgary (25%)BPO (Ontario Core) Ltd.
    
    
    89
    %
    
    Place de Ville I, Ottawa (25%), Place de VilleII, Ottawa (25%), Jean Edmonds Tower, Ottawa (25%),Maritime Life Tower, Toronto (25%),Yonge/Richmond Centre, Toronto (25%)1445750 Ontario Inc.
    
    
    89
    %
    
    Holding Company2072790 Ontario Inc.
    
    
    22.25
    %
    
    Holding CompanyFirst Place Tower Brookfield Properties Inc.
    
    
    22.25
    %
    
    First Canadian Place, TorontoBrookfield Properties (PI) Inc.
    
    
    22.25
    %
    
    Winnipeg Parking Lots (25%)O&Y PDV III Inc.
    
    
    22.25
    %
    
    Place De Ville2072792 Ontario Inc.
    
    
    22.25
    %
    
    Holding Company for certain O&Y acquisition related liabilitiesand assetsBPO GP Trust
    
    
    89
    %BPO
Properties Bay Adelaide LP / BPO Ontario Properties Ltd.
    
    
    89
    %

    
    Bay-Adelaide Centre, Toronto (50%),
335 & 337 Bay Street, Toronto (50%)BPO Properties 74 York LP
    
    
    89
    %
    
    74 York Street, Toronto (50%)BPO Properties 76 York LP
    
    
    89
    %
    
    76 York Street, Toronto (50%)Brookfield FMS Ltd.
    
    
    100
    %
    
    Holding CompanyBrookfield Lepage Johnson Controls Facility
Management Services LP
    
    
    40
    %
    
    Facilities ManagementBrookfield Homes Holdings Ltd
    
    
    100
    %
    
    Holding CompanyBrookfield Homes (Ontario) Limited
    
    
    100
    %
    
    Land Development and Housing CompanyBrookfield Residential Services Ltd.
    
    
    100
    %
    
    Condominium Management




---



##### 



APPENDIX B COMMERCIAL PROPERTIES BY REGION
   Effective
    
    
    BrookfieldsOwnership
    
    
    EffectiveNumber of
    
    
    Leased
    
    
    Office
    
    
    Retail/Other
    
    
    Leasable Area
    
    
    Interest
    
    
    InterestProperties
    
    
    %
    
    
    000s Sq.Ft.
    
    
    000s Sq.Ft.
    
    
    000s Sq. Ft.
    
    
    %
    
    
    000s Sq. Ft.New YorkWorld Financial CenterOne
    
    
    1
    
    
    
    87.0
    
    
    
    1,520
    
    
    
    108
    
    
    
    1,628
    
    
    
    100
    
    
    
    1,628Two
    
    
    1
    
    
    
    100.0
    
    
    
    2,455
    
    
    
    36
    
    
    
    2,491
    
    
    
    100
    
    
    
    2,491Three
    
    
    1
    
    
    
    81.5
    
    
    
    1,179
    
    
    
    53
    
    
    
    1,232
    
    
    
    100
    
    
    
    1,232Four
    
    
    1
    
    
    
    100.0
    
    
    
    1,711
    
    
    
    89
    
    
    
    1,800
    
    
    
    51
    
    
    
    917Retail
    
    
    
    
    
    
    67.6
    
    
    
    
    
    
    
    295
    
    
    
    295
    
    
    
    100
    
    
    
    295One Liberty Plaza
    
    
    1
    
    
    
    94.2
    
    
    
    2,194
    
    
    
    20
    
    
    
    2,214
    
    
    
    100
    
    
    
    2,214245 Park Avenue
    
    
    1
    
    
    
    99.5
    
    
    
    1,630
    
    
    
    62
    
    
    
    1,692
    
    
    
    51
    
    
    
    863300 Madison Avenue
    
    
    1
    
    
    
    100.0
    
    
    
    1,089
    
    
    
    5
    
    
    
    1,094
    
    
    
    100
    
    
    
    1,094Development401 West 31st Street
    
    
    1
    
    
    
    
    
    
    
    2,500
    
    
    
    
    
    
    
    2,500
    
    
    
    100
    
    
    
    2,500Other
    
    
    1
    
    
    
    49.1
    
    
    
    
    
    
    
    7
    
    
    
    7
    
    
    
    50
    
    
    
    49
    
    
    
    94.9
    
    
    
    14,278
    
    
    
    675
    
    
    
    14,953
    
    
    
    
    
    
    
    13,238Boston53 State Street
    
    
    1
    
    
    
    86.6
    
    
    
    1,091
    
    
    
    70
    
    
    
    1,161
    
    
    
    51
    
    
    
    59275 State Street
    
    
    1
    
    
    
    100.0
    
    
    
    742
    
    
    
    260
    
    
    
    1,002
    
    
    
    51
    
    
    
    5112 92.1 1,833 330 2,163 1,103
Washington, D.C.1625 Eye Street
    
    
    1
    
    
    
    96.2
    
    
    
    374
    
    
    
    197
    
    
    
    571
    
    
    
    100
    
    
    
    571701 9th Street
    
    
    1
    
    
    
    100.0
    
    
    
    340
    
    
    
    207
    
    
    
    547
    
    
    
    100
    
    
    
    547Potomac Tower
    
    
    1
    
    
    
    100.0
    
    
    
    236
    
    
    
    203
    
    
    
    439
    
    
    
    100
    
    
    
    4393
    
    
    
    98.5
    
    
    
    950
    
    
    
    607
    
    
    
    1,557
    
    
    
    
    
    
    
    1,557DenverRepublic PlazaOffice
    
    
    1
    
    
    
    86.2
    
    
    
    1,247
    
    
    
    
    
    
    
    1,247
    
    
    
    100
    
    
    
    1,247Development and other
    
    
    2
    
    
    
    
    
    
    
    1,300
    
    
    
    548
    
    
    
    1,848
    
    
    
    100
    
    
    
    1,848Trade Center
    
    
    2
    
    
    
    87.9
    
    
    
    767
    
    
    
    43
    
    
    
    810
    
    
    
    100
    
    
    
    8105
    
    
    
    86.9
    
    
    
    3,314
    
    
    
    591
    
    
    
    3,905
    
    
    
    
    
    
    
    3,905Minneapolis33 South Sixth Street
    
    
    2
    
    
    
    86.2
    
    
    
    1,082
    
    
    
    695
    
    
    
    1,777
    
    
    
    100
    
    
    
    1,777Dain Plaza
    
    
    2
    
    
    
    90.4
    
    
    
    593
    
    
    
    638
    
    
    
    1,231
    
    
    
    100
    
    
    
    1,2314
    
    
    
    87.9
    
    
    
    1,675
    
    
    
    1,333
    
    
    
    3,008
    
    
    
    
    
    
    
    3,008Subtotal United States
    
    
    23
    
    
    
    93.1
    
    
    
    22,050
    
    
    
    3,536
    
    
    
    25,586
    
    
    
    
    
    
    
    22,811




---



##### 



Effective
    
    
    Brookfield'sOwnership
    
    
    EffectiveNumber of
    
    
    Leased
    
    
    Office
    
    
    Retail/Other
    
    
    Leasable Area
    
    
    Interest
    
    
    InterestProperties
    
    
    %
    
    
    000s Sq. Ft.
    
    
    000s Sq. Ft.
    
    
    000s Sq. Ft.
    
    
    %
    
    
    000s Sq. Ft.TorontoBCE PlaceBay Wellington Tower
    
    
    1
    
    
    
    91.3
    
    
    
    1,296
    
    
    
    42
    
    
    
    1,338
    
    
    
    100
    
    
    
    1,338TD Canada Trust Tower
    
    
    1
    
    
    
    98.1
    
    
    
    1,126
    
    
    
    17
    
    
    
    1,143
    
    
    
    50
    
    
    
    572Retail, parking and office
    
    
    2
    
    
    
    98.4
    
    
    
    136
    
    
    
    809
    
    
    
    945
    
    
    
    75
    
    
    
    704First Canadian Place
    
    
    1
    
    
    
    94.7
    
    
    
    2,409
    
    
    
    372
    
    
    
    2,781
    
    
    
    25
    
    
    
    695Exchange Tower Block
    
    
    2
    
    
    
    93.1
    
    
    
    1,136
    
    
    
    257
    
    
    
    1,393
    
    
    
    58
    
    
    
    812Atrium on Bay
    
    
    1
    
    
    
    89.4
    
    
    
    914
    
    
    
    327
    
    
    
    1,241
    
    
    
    50
    
    
    
    621Hudson Bay Centre
    
    
    1
    
    
    
    87.4
    
    
    
    536
    
    
    
    556
    
    
    
    1,092
    
    
    
    25
    
    
    
    2732 Queen St. E
    
    
    1
    
    
    
    91.5
    
    
    
    448
    
    
    
    97
    
    
    
    545
    
    
    
    25
    
    
    
    136Queens Quay Terminal
    
    
    1
    
    
    
    97.5
    
    
    
    428
    
    
    
    75
    
    
    
    503
    
    
    
    100
    
    
    
    503151 Yonge St.
    
    
    1
    
    
    
    100.0
    
    
    
    289
    
    
    
    82
    
    
    
    371
    
    
    
    25
    
    
    
    9318 King St. E
    
    
    1
    
    
    
    87.9
    
    
    
    219
    
    
    
    33
    
    
    
    252
    
    
    
    25
    
    
    
    632 St. Clair Ave. W
    
    
    1
    
    
    
    90.6
    
    
    
    210
    
    
    
    90
    
    
    
    300
    
    
    
    25
    
    
    
    75HSBC Building
    
    
    1
    
    
    
    100.0
    
    
    
    188
    
    
    
    37
    
    
    
    225
    
    
    
    100
    
    
    
    22540 St. Clair Ave. W
    
    
    1
    
    
    
    93.4
    
    
    
    117
    
    
    
    32
    
    
    
    149
    
    
    
    25
    
    
    
    37DevelopmentsBay Adelaide Centre
    
    
    3
    
    
    
    
    
    
    
    2,500
    
    
    
    
    
    
    
    2,500
    
    
    
    100
    
    
    
    2,500BCE Place III
    
    
    1
    
    
    
    
    
    
    
    800
    
    
    
    
    
    
    
    800
    
    
    
    65
    
    
    
    52020
    
    
    
    93.4
    
    
    
    12,752
    
    
    
    2,826
    
    
    
    15,578
    
    
    
    
    
    
    
    9,167CalgaryBankers Hall
    
    
    3
    
    
    
    99.5
    
    
    
    1,943
    
    
    
    750
    
    
    
    2,693
    
    
    
    50
    
    
    
    1,347Petro Canada Centre
    
    
    2
    
    
    
    99.9
    
    
    
    1,707
    
    
    
    245
    
    
    
    1,952
    
    
    
    50
    
    
    
    9765th Avenue Place
    
    
    2
    
    
    
    99.9
    
    
    
    1,428
    
    
    
    255
    
    
    
    1,683
    
    
    
    50
    
    
    
    842Gulf Canada Square
    
    
    1
    
    
    
    97.4
    
    
    
    1,052
    
    
    
    93
    
    
    
    1,145
    
    
    
    25
    
    
    
    286Altius Centre
    
    
    1
    
    
    
    99.5
    
    
    
    303
    
    
    
    75
    
    
    
    378
    
    
    
    25
    
    
    
    95840 - 7th Ave. SW
    
    
    1
    
    
    
    97.7
    
    
    
    250
    
    
    
    37
    
    
    
    287
    
    
    
    25
    
    
    
    72McFarlane Tower
    
    
    1
    
    
    
    99.3
    
    
    
    233
    
    
    
    44
    
    
    
    277
    
    
    
    25
    
    
    
    69Franklin Atrium
    
    
    1
    
    
    
    88.0
    
    
    
    143
    
    
    
    102
    
    
    
    245
    
    
    
    25
    
    
    
    61Altalink Place
    
    
    1
    
    
    
    100.0
    
    
    
    77
    
    
    
    28
    
    
    
    105
    
    
    
    25
    
    
    
    26Mount Royal Place
    
    
    1
    
    
    
    96.0
    
    
    
    54
    
    
    
    28
    
    
    
    82
    
    
    
    25
    
    
    
    20Franklin Building
    
    
    1
    
    
    
    100.0
    
    
    
    51
    
    
    
    38
    
    
    
    89
    
    
    
    25
    
    
    
    22DevelopmentBankers Court
    
    
    2
    
    
    
    
    
    
    
    500
    
    
    
    
    
    
    
    500
    
    
    
    50
    
    
    
    25017
    
    
    
    99.1
    
    
    
    7,741
    
    
    
    1,695
    
    
    
    9,436
    
    
    
    
    
    
    
    4,066OttawaPlace de Ville I
    
    
    2
    
    
    
    100.0
    
    
    
    558
    
    
    
    531
    
    
    
    1,089
    
    
    
    25
    
    
    
    272Place de Ville II
    
    
    2
    
    
    
    99.3
    
    
    
    577
    
    
    
    466
    
    
    
    1,043
    
    
    
    25
    
    
    
    261Jean Edmonds Towers
    
    
    2
    
    
    
    99.9
    
    
    
    528
    
    
    
    117
    
    
    
    645
    
    
    
    25
    
    
    
    1612204 Walkley
    
    
    1
    
    
    
    100.0
    
    
    
    104
    
    
    
    
    
    
    
    104
    
    
    
    25
    
    
    
    262200 Walkley
    
    
    1
    
    
    
    100.0
    
    
    
    54
    
    
    
    
    
    
    
    54
    
    
    
    25
    
    
    
    14DevelopmentPlace de Ville III
    
    
    1
    
    
    
    
    
    
    
    500
    
    
    
    
    
    
    
    500
    
    
    
    25
    
    
    
    1259
    
    
    
    99.7
    
    
    
    2,321
    
    
    
    1,114
    
    
    
    3,435
    
    
    
    
    
    
    
    859Other CommercialRoyal Centre, Vancouver
    
    
    1
    
    
    
    93.0
    
    
    
    493
    
    
    
    360
    
    
    
    853
    
    
    
    100
    
    
    
    853Canadian Western Bank, Edmonton
    
    
    1
    
    
    
    93.3
    
    
    
    372
    
    
    
    124
    
    
    
    496
    
    
    
    25
    
    
    
    124Enbridge Tower, Edmonton
    
    
    1
    
    
    
    98.3
    
    
    
    178
    
    
    
    34
    
    
    
    212
    
    
    
    25
    
    
    
    53330 St. Mary Avenue, Winnipeg
    
    
    1
    
    
    
    89.3
    
    
    
    143
    
    
    
    34
    
    
    
    177
    
    
    
    25
    
    
    
    44175 Hargrave Street, Winnipeg
    
    
    1
    
    
    
    71.0
    
    
    
    69
    
    
    
    5
    
    
    
    74
    
    
    
    25
    
    
    
    194342 Queen Street, Niagara Falls
    
    
    1
    
    
    
    91.2
    
    
    
    149
    
    
    
    60
    
    
    
    209
    
    
    
    25
    
    
    
    52Other
    
    
    1
    
    
    
    96.0
    
    
    
    71
    
    
    
    3
    
    
    
    74
    
    
    
    100
    
    
    
    747
    
    
    
    92.3
    
    
    
    1,475
    
    
    
    620
    
    
    
    2,095
    
    
    
    
    
    
    
    1,219Subtotal Canada
    
    
    53
    
    
    
    95.9
    
    
    
    24,289
    
    
    
    6,255
    
    
    
    30,544
    
    
    
    
    
    
    
    15,311Total portfolio
    
    
    76
    
    
    
    94.6
    
    
    
    46,339
    
    
    
    9,791
    
    
    
    56,130
    
    
    
    
    
    
    
    38,122Less: non-controlling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,485
    )Brookfields net effective
ownership interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,637




---



##### 



APPENDIX C  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;
 (LOGO) BROOKFIELD PROPERTIES CORPORATION
    
    1




---



##### 



(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 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;
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
    
    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.
 (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
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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 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;
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(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; and(bb)
    
    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;
    
    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
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Assessment
  Access To Outside Advisors And Senior Management
    Meetings
  Business
Corporations Act
   Definitions
  Independent Director
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(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 or deferred compensation plan
for prior service with the Corporation, if receipt is not contingent in any way
on continued service; or(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.For the purposes of the definition above, the term executive officer means the
chair, vice-chair, president, vice-presidents in charge of principal business units,
divisions or functions, and any other individual (whether employed by the Corporation
or not) who performs a policy-making function in respect of the Corporation, and the
term immediate family member means the directors spouse, parents, children,
siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers and
sisters-in-law and anyone (other than a domestic employee) who lives in the
directors home.
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(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; and(b)
    
    the director cannot be an affiliated entity of the Corporation or any of its
subsidiaries.
 For the purposes of the Audit Committee requirements above, the term affiliated entity
means an individual or company that controls, is controlled by or is under common control
with the Corporation. In addition, an individual is himself or herself an affiliated entity
of the Corporation if the individual holds any of the following positions with an affiliated
entity: a director who is an employee, an executive officer, a general partner or a
managing member, and the term control means having the direct or indirect power to control
the Corporation, whether through ownership of voting securities or otherwise. An individual
who owns, directly or indirectly, 10% or less of any class of voting securities of the
Corporation will be deemed not to control the Corporation if the individual is not an
executive officer of the Corporation.
 Financially Literate
 Audit Committee Financial Expert
 (a)
    
    an understanding of generally accepted accounting principles and financial
statements;(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;
and(e)
    
    an understanding of audit committee functions;
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(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; or(d)
    
    other relevant experience.
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