<PAGE>
                                                                    Exhibit 99.2

                               [BROOKFIELD LOGO]

                        BROOKFIELD PROPERTIES CORPORATION

                     (incorporated under the laws of Canada)


              NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS


NOTICE IS HEREBY GIVEN that the Annual and Special Meeting of Shareholders of
BROOKFIELD PROPERTIES CORPORATION (the "Corporation") will be held on Monday,
April 22, 2002 in the TSE Conference Centre, The Exchange Tower, 130 King Street
West, Toronto, Ontario at 11:30 a.m. (Toronto time) for the following purposes:


1.   to receive the annual report to shareholders, including the consolidated
     financial statements of the Corporation for the fiscal year ended December
     31, 2001, together with the report of the auditors thereon;


2.   to consider and, if thought advisable, to pass a special resolution (the
     "Special Resolution - Schedule A") approving an amendment to the articles
     of the Corporation to permit meetings of the shareholders to be held at any
     place within Canada, as the directors in their discretion decide from time
     to time, or in the United States as listed in Schedule A;


3.   to elect directors for the ensuing year;


4.   to appoint auditors and to authorize the directors to fix the remuneration
     to be paid to the auditors; and


5.   to transact such other business as may properly come before the meeting or
     any adjournment thereof.


     The attached Management Proxy Circular provides additional information
relating to the matters to be dealt with at the meeting and is incorporated into
and forms part of this Notice.


     If you are unable to be present at the meeting, please exercise your right
to vote by signing and returning the enclosed form of proxy in the envelope
provided for that purpose to CIBC Mellon Trust Company, P.O. Box 12005, Station
BRM B, Toronto, Ontario M7Y 2K5 (courier address: 200 Queens Quay East, Unit 6,
Toronto, Ontario M5A 4K9; or if delivered by facsimile at 416-368-2502), so as
to arrive not later than the close of business on Thursday, April 18, 2002 or,
if the meeting is adjourned, 48 hours (excluding Saturdays and holidays) before
any adjournment of the meeting.


                                              By Order of the Board of Directors





Toronto, Canada                                               Linda T. Northwood
March 22, 2002                                               Corporate Secretary

<PAGE>


                            MANAGEMENT PROXY CIRCULAR


SOLICITATION OF PROXIES

The information contained in this Management Proxy Circular (the "Circular") is
furnished in connection with the solicitation of proxies to be used at the
Annual and Special Meeting of Shareholders of Brookfield Properties Corporation
(the "Corporation" or "Brookfield") to be held on Monday, April 22, 2002 at
11:30 a.m. (Toronto time) in the TSE Conference Centre, The Exchange Tower, 130
King Street West, Toronto, Ontario, and at any adjournments thereof, for the
purposes set forth in the accompanying Notice of Meeting. All amounts in the
Circular are expressed in US dollars unless otherwise noted. It is expected that
the solicitation will be made primarily by mail, but proxies may also be
solicited personally by officers or regular employees of the Corporation. THE
SOLICITATION OF PROXIES BY THIS CIRCULAR IS BEING MADE BY OR ON BEHALF OF THE
MANAGEMENT OF THE CORPORATION and the total cost of solicitation will be borne
by the Corporation. The information contained herein is given as at February 21,
2002 and presented in US dollars, except where otherwise noted.


APPOINTMENT OF PROXIES

The persons named in the accompanying form of proxy are representatives of
management and are directors and officers of the Corporation. EACH SHAREHOLDER
HAS THE RIGHT TO APPOINT A PERSON OTHER THAN THE PERSONS NAMED IN THE ENCLOSED
FORM OF PROXY, WHO NEED NOT BE A SHAREHOLDER OF THE CORPORATION, TO REPRESENT
THE SHAREHOLDER AT THE MEETING OR ANY ADJOURNMENT THEREOF. Such right may be
exercised by inserting such person's name in the blank space provided in the
form of proxy.

     To be valid, proxies must be executed legibly by a registered shareholder
and deposited with CIBC Mellon Trust Company, P.O. Box 12005, Station BRM B,
Toronto, Ontario M7Y 2K5 (courier address: 200 Queens Quay East, Unit 6,
Toronto, Ontario M5A 4K9; or if delivered by facsimile at 416-368-2502), not
later than the close of business on Thursday, April 18, 2002 or, if the meeting
is adjourned, 48 hours (excluding Saturdays and holidays) before any adjournment
of the meeting.


NON-REGISTERED HOLDERS

Only registered holders of common shares and Class A Redeemable Voting preferred
shares of the Corporation, or the persons they appoint as their proxies, are
permitted to attend and vote at the meeting. However, in many cases, common
shares and Class A Redeemable Voting preferred shares of the Corporation
beneficially owned by a holder (a "Non-Registered Holder") are registered
either:

(i)  in the name of an intermediary (an "Intermediary") that the Non-Registered
     Holder deals with in respect of the shares, such as, among others, banks,
     trust companies, securities dealers or brokers and trustees or
     administrators of self-administered RRSPs, RRIFs, RESPs and similar plans;
     or


(ii) in the name of a clearing agency (such as The Canadian Depository for
     Securities Limited) of which the Intermediary is a participant.



     In accordance with the requirements of National Policy Statement No. 41 of
the Canadian Securities Administrators, the Corporation has distributed copies
of the Notice of Meeting, this Circular, the form of proxy, the 2000 annual
report (which includes the financial statements and management's discussion and
analysis) (collectively, the "meeting materials") to the clearing agencies and
Intermediaries for onward distribution to Non-Registered Holders.


     Intermediaries are required to forward meeting materials to Non-Registered
Holders unless a Non-Registered Holder has waived the right to receive them.
Very often, Intermediaries will use service companies to forward the meeting
materials to Non-Registered Holders. Generally, Non-Registered Holders who have
not waived the right to receive meeting materials will either:


(i)  be given a proxy which has already been signed by the Intermediary
     (typically by a facsimile, stamped signature) which is restricted as to the
     number of shares beneficially owned by the Non-Registered Holder but which
     is otherwise uncompleted. This form of proxy need not be signed by the
     Non-Registered Holder. In this case, the Non-Registered Holder who wishes
     to submit a proxy should otherwise properly complete the form of proxy and
     deposit it with the Secretary of the Corporation, c/o CIBC Mellon Trust
     Company P.O. Box 12005, Station BRM B, Toronto, Ontario M7Y 2K5 (courier
     address: 200 Queens Quay East, Unit 6, Toronto, Ontario M5A 4K9; or if
     delivered by facsimile at 416-368-2502) as described above; or

(ii) more typically, be given a voting instruction form which must be completed
     and signed by the Non-Registered Holder in accordance with the directions
     on the voting instruction form (which may in some cases permit the
     completion of the voting instruction form by telephone).


                                       1
<PAGE>



     The purpose of these procedures is to permit Non-Registered Holders to
direct the voting of the shares they beneficially own. Should a Non-Registered
Holder who receives either a proxy or a voting instruction form wish to attend
and vote at the meeting in person (or have another person attend and vote on
behalf of the Non-Registered Holder), the Non-Registered Holder should strike
out the names of the persons named in the proxy and insert the Non-Registered
Holder's (or such other person's) name in the blank space provided or, in the
case of a voting instruction form, follow the corresponding instructions on the
form. IN EITHER CASE, NON-REGISTERED HOLDERS SHOULD CAREFULLY FOLLOW THE
INSTRUCTIONS OF THEIR INTERMEDIARIES AND THEIR SERVICE COMPANIES.


REVOCATION

A registered shareholder who has given a proxy may revoke the proxy (a) by
completing and signing a proxy bearing a later date and depositing it as
described above, (b) by depositing an instrument in writing executed by the
shareholder or by the shareholder's attorney authorized in writing (i) at the
registered office of the Corporation at any time up to and including the last
business day preceding the day of the meeting at which the proxy is to be used,
or any adjournment thereof, or (ii) with the chairman of the meeting prior to
the commencement of the meeting on the day of the meeting or any adjournment
thereof, or (c) in any other manner permitted by law.

     A Non-Registered Holder may revoke a voting instruction form or a waiver of
the right to receive meeting materials and to vote given to an Intermediary at
any time by written notice to the Intermediary, except that an Intermediary is
not required to act on a revocation of a voting instruction form or of a waiver
of the right to receive materials and to vote that is not received by the
Intermediary at least seven days prior to the meeting.


VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES

The management representatives designated in the enclosed form of proxy will
vote or withhold from voting the shares in respect of which they are appointed
by proxy on any ballot that may be called for in accordance with the direction
of the shareholder as indicated on the proxy and, if the shareholder specifies a
choice with respect to any matter to be acted upon, the shares will be voted
accordingly. IN THE ABSENCE OF SUCH DIRECTION, SUCH SHARES WILL BE VOTED BY THE
MANAGEMENT REPRESENTATIVES FOR THE ELECTION OF DIRECTORS AND FOR THE APPOINTMENT
OF AUDITORS, AS INDICATED UNDER THOSE HEADINGS IN THIS CIRCULAR.

     The enclosed form of proxy confers discretionary authority upon the
management representatives designated therein with respect to amendments to or
variations of matters identified in the Notice of Meeting and with respect to
other matters which may properly come before the meeting. At the date hereof,
the management of the Corporation knows of no such amendments, variations or
other matters.


VOTING SHARES

As at February 21, 2002, the Corporation had outstanding 161,241,406 common
shares and 6,312,000 Class A Redeemable Voting preferred shares. Each holder of
common shares and each holder of Class A Redeemable Voting preferred shares of
record at the close of business on March 18, 2002, the record date established
for the Notice of Meeting, will be entitled to one vote in respect of each such
share held by the shareholder on all matters to come before the meeting. For a
description of the procedures to be followed by Non-Registered Holders to direct
the voting of shares beneficially owned, see "Non-Registered Holders" above.


PRINCIPAL HOLDERS OF THE CORPORATION'S VOTING SHARES

To the knowledge of the directors and officers of the Corporation, the only
person or corporation beneficially owning, directly or indirectly, or exercising
control or direction over, voting securities of the Corporation carrying more
than 10% of the votes attached to any class of outstanding voting securities of
the Corporation is Brascan Corporation ("Brascan"), which, directly and
indirectly, owns 78,088,013 common shares and 6,126,957 Class A Redeemable
Voting preferred shares, being 48.3% and 97.1%, respectively, of the outstanding
shares of each such class. Brascan is a public real estate, financial and power
generating company listed on the New York, Toronto and Brussels stock exchanges.
Messrs. J.L. Cockwell and J.B. Flatt, directors of the Corporation, are also
directors of Brascan.

     The Corporation is advised that Brascan's major shareholder is
EdperPartners Limited ("EdperPartners"). EdperPartners and its shareholders,
collectively own, directly and indirectly, exercise control over, or have
options to acquire, 85,120 Class B Limited Voting shares representing all of the
Class B Limited Voting shares of Brascan, and approximately 27.1 million Class A
Limited Voting shares representing approximately 15% of the Class A Limited
Voting shares of Brascan on a fully diluted basis. Messrs. G.E. Arnell, D.D.
Arthur, R.B. Clark, I.G. Cockwell, J.L. Cockwell and J.B. Flatt, who are
directors of the Corporation, are also shareholders of EdperPartners.
EdperPartners is an investment holding company owned by 37 investors with no one
shareholder holding more than a 15% effective interest.


                                       2
<PAGE>

LOCATION OF SHAREHOLDER MEETINGS

The Canada Business Corporations Act has recently been amended to allow for
corporations to conduct their shareholders' meetings at locations outside
Canada. The board of directors of the Corporation has decided that it is
appropriate for Brookfield to have the flexibility to conduct shareholders'
meetings outside Canada in light of the geographical distribution of its assets
and shareholders. Currently, 80% of the Corporation's assets and 35% of the
Corporation's shareholders are located in the United States.

     It is necessary for the Corporation to amend its articles to effect this
change. At the meeting, shareholders will be asked to approve a special
resolution, the form of which is attached as Schedule "A" to this Management
Proxy Circular (the "Special Resolution"). If passed, the Special Resolution
will authorize an amendment to the articles of the Corporation to allow for
future meetings of shareholders of the Corporation to be held at any place
within Canada, as the directors in their discretion decide from time to time, or
in the United States in the following cities: New York, New York; Boston,
Massachusetts; Denver, Colorado; Minneapolis, Minnesota; San Francisco, Los
Angeles or San Diego, California; Washington, D.C.; or Miami, Florida. In order
to become effective, the Special Resolution must be approved by a majority of
not less than two-thirds of the votes cast at the meeting. It is the intention
of the management representatives designated in the enclosed form of proxy to
vote the shares in respect of which they are appointed proxy in favor of the
Special Resolution.


ELECTION OF DIRECTORS

The articles of the Corporation provide that each shareholder entitled to vote
in the election of directors has the right to cast a number of votes equal to
the number of votes attached to the shares held by the shareholder multiplied by
the number of directors to be elected. The shareholder may cast all such votes
in favour of one candidate or distribute such votes among the candidates in any
manner the shareholder sees fit. Where the shareholder has voted for more than
one candidate without specifying the distribution of the shareholder's votes
among such candidates, the shareholder will be deemed to have distributed the
shareholder's votes equally among the candidates for whom the shareholder voted.

     ON ANY BALLOT THAT MAY BE CALLED FOR IN THE ELECTION OF DIRECTORS, THE
MANAGEMENT REPRESENTATIVES DESIGNATED IN THE ENCLOSED FORM OF PROXY INTEND TO
CAST THE VOTES TO WHICH THE SHARES REPRESENTED BY SUCH PROXY ARE ENTITLED
EQUALLY AMONG THE PROPOSED NOMINEES WHOSE NAMES ARE SET FORTH BELOW, UNLESS THE
SHAREHOLDER WHO HAS GIVEN SUCH PROXY HAS DIRECTED THAT THE SHARES BE OTHERWISE
VOTED OR WITHHELD FROM VOTING IN THE ELECTION OF DIRECTORS. If a shareholder
wishes to distribute the shareholder's votes other than equally among the
proposed nominees for whom the shareholder has directed the management
representatives designated in the enclosed form of proxy to vote, the
shareholder must do so personally at the meeting or by another proper form of
proxy. Management anticipates that all of the proposed nominees will be able to
serve as a director. If a proposed nominee is unable to serve as a director for
any reason prior to the meeting, the management representatives designated in
the enclosed form of proxy, unless directed to withhold from voting in the
election of directors, reserve the right to vote for other nominees at their
discretion.

     The following table sets out the names of the persons proposed by
management to be nominated for election as directors to hold office until the
next annual meeting or until their successors are elected or appointed, all
major positions and offices in the Corporation or any of its significant
affiliates held by each nominee, the principal occupation or employment of each
nominee, the year in which each nominee was first elected a director of the
Corporation and the approximate number of shares of each class of shares of the
Corporation that each nominee has advised the Corporation, are beneficially
owned, directly or indirectly, or subject to control or direction by that person
at the date of this Circular.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Name, Municipality of Residence,                                                    Year First             Common
Office, Principal Occupation and Positions Held                                 Elected a Director       Shares Held
-----------------------------------------------                                 --------------------- ----------------

<S>                                                                               <C>                      <C>
GORDON E. ARNELL, Cobh, County Cork, Ireland...............................            1989                 43,273(4)
Chairman of the Corporation                                                                                245,000(5)

DAVID D. ARTHUR, Toronto, Ontario..........................................       Director-elect           125,608(4)
President and Chief Executive Officer, Canadian Commercial Operations                                      378,000(5)
of the Corporation

JEAN A. BELIVEAU, O.C.,(2) Montreal, Quebec................................            1978                 30,600
President, Jean Beliveau Inc. (management company)                                                           6,000(5)

WILLIAM T. CAHILL(1), Ridgefield, Connecticut..............................            2000                     --
Managing Director, Citicorp Real Estate, Inc.
(a real estate transactions subsidiary of Citibank N.A.)

RICHARD B. CLARK, New York, New York.......................................       Director-elect           351,020(4)
President and Chief Executive Officer of the Corporation                                                   430,000(5)

</TABLE>




                                       3
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Name, Municipality of Residence,                                                    Year First             Common
Office, Principal Occupation and Positions Held                                 Elected a Director       Shares Held
-----------------------------------------------                                 --------------------- ----------------

<S>                                                                                <C>                   <C>
IAN G. COCKWELL, Oakville, Ontario.........................................            1997              1,351,216(4)
Chairman and Chief Executive Officer, Brookfield Homes Ltd.                                                290,000(5)

JACK L. COCKWELL,(2) Toronto, Ontario......................................            1998              2,388,963(4)
Co-Chairman, Brascan Corporation
(property, financial and power company)

ROBERT A. FERCHAT,(2) Mississauga, Ontario.................................            1997                  2,000
Corporate Director                                                                                           6,000(5)

J. BRUCE FLATT, (2)(3) Toronto, Ontario....................................            1995              1,835,429(4)
Vice Chairman of the Corporation and                                                                       250,000(5)
President and Chief Executive Officer, Brascan Corporation

ROGER D. GARON,(2) Montreal, Quebec........................................            1998                  2,000
Chairman, Multi-Vet Ltd. (veterinary products company)                                                       6,000(5)

JOHN R. MCCAIG,(3) Calgary, Alberta........................................            1995                  4,500
Chairman, Trimac Corporation (diversified company)                                                           6,000(5)

PAUL D. MCFARLANE,(1) Mississauga, Ontario.................................            1998                     --
Senior Vice President, Risk Management Division,
Canadian Imperial Bank of Commerce (Canadian chartered bank)

ALLAN S. OLSON,(1)(3) Edmonton, Alberta....................................            1995                  8,000
President, First Industries Corporation                                                                      6,000(5)
(investment and management company)

SAM POLLOCK, O.C.,(1)(3) Toronto, Ontario..................................            1978                414,537
Vice Chairman of the Corporation                                                                             6,000(5)

JOHN E. ZUCCOTTI, New York, New York.......................................            1998                100,000
Co-Chairman of the Corporation (office property company)                                                   130,000(5)
----------------------------------------------------------------------------------------------------------------------
</TABLE>
Notes:
(1) Audit Committee member.
(2) Human Resources and Compensation Committee member.
(3) Governance and Nominating Committee member.
(4) Includes shares held in deferred share unit plan and interests in shares
    held indirectly through EdperPartners and its affiliates (see "Voting Shares
    and Principal Holders Thereof").
(5) Options to purchase common shares of the Corporation.


     All of the persons named in the above table, other than Messrs. R.B. Clark
and D.D. Arthur, were elected members of the board of directors at the last
annual meeting. Mr. R.B. Clark has held his present principal occupation since
2002, prior to which he held various senior roles, including the appointment of
President and Chief Executive Officer, US Operations in 2000. Mr. D.D. Arthur
has held his present principal occupation since 1998.



                                       4
<PAGE>

COMPENSATION OF DIRECTORS

Directors who are independent of the Corporation are entitled to receive an
annual director's fee of $10,700 and an attendance fee of $700 in respect of
each meeting of the board of directors or a committee thereof at which they are
in attendance for 2001 ($230 if by telephone) (other than any meeting held
immediately following an annual meeting of shareholders). In addition, such
directors who are chairmen of board committees receive an annual fee of $2,000.
Directors who are members of board committees receive an attendance fee of $460
for each committee meeting attended ($230 if the meeting occurs on the same day
as a board meeting). In 2001, nine directors of the Corporation received a total
of $122,000. Directors are also reimbursed for travel and other out-of-pocket
expenses incurred in attending board or committee meetings.


EXECUTIVE COMPENSATION

The following information is provided pursuant to the executive compensation
disclosure requirements contained in the Regulations to the Securities Act
(Ontario).

SUMMARY COMPENSATION OF NAMED EXECUTIVE OFFICERS

The following table sets out the compensation paid to the Corporation's
President and Chief Executive Officer and the Named Executive Officers.
<TABLE>
<CAPTION>
=====================================================================================================================
                                                   Annual Compensation               Long-term Compensation Awards
                                        -----------------------------------------------------------------------------
                                        -----------------------------------------------------------------------------
Name and                                  Salary    Bonus Payable   Other Annual    Stock Options    Deferred Share
Principal Position               Year      Paid                     Compensation     Granted (#)       Units (#)
------------------              ------   -------   --------------   ------------    ------------     ----------------
<S>                              <C>      <C>       <C>             <C>             <C>             <C>
Richard B. Clark (US$)           2001      400,000    400,000(1)           --           175,000          22,938(1)
President and CEO                2000      325,000    200,000(1)           --            55,000          24,242(1)
of the Corporation               1999      300,000    135,000(1)           --            90,000          38,000(1)
---------------------------------------------------------------------------------------------------------------------
J. Bruce Flatt (Cdn$)            2001      325,000           --            --                --                --
Vice Chairman                    2000      300,000    125,000(1)           --            55,000          10,000(1)
of the Corporation               1999      275,000    110,000(1)           --            90,000          15,602(1)
---------------------------------------------------------------------------------------------------------------------
David D. Arthur (Cdn$)           2001      325,000    160,000(1)       42,566           140,000          11,458(1)
President and CEO,               2000      300,000    140,000(1)       45,184            40,000          12,400(1)
Cdn Commercial Operations        1999      250,000    125,000(1)       25,000            70,000          19,858(1)
---------------------------------------------------------------------------------------------------------------------
Ian G. Cockwell (Cdn$)           2001      325,000    125,000(1)            -            55,000           8,951(1)
Chairman and CEO,                2000      300,000    125,000(1)            -            55,000          10,000(1)
Brookfield Homes Ltd.            1999      290,000    100,000(1)            -            90,000          15,602(1)
---------------------------------------------------------------------------------------------------------------------
Steven J. Douglas (Cdn$)         2001      250,000    100,000(1)            -            35,000           7,161(1)
Executive Vice President and     2000      225,000     90,000(1)            -            30,000           7,200(1)
CFO of the Corporation           1999      175,000     75,000(1)            -            45,000           5,319(1)
=====================================================================================================================
</TABLE>
Notes:
(1)  Elected to receive all or a portion of bonus in Deferred Share Units.



AGGREGATE OPTIONS EXERCISED DURING THE YEAR ENDED DECEMBER 31, 2001 AND YEAR-END
OPTION VALUES There were 48,500 options exercised to acquire common shares of
the Corporation during 2001 by the Named Executive Officers. During the year
ended December 31, 2001, 984,073 share options were granted to employees of the
Corporation. Option values for Named Executive Officers as at December 31, 2001
were as follows:




                                       5
<PAGE>

<TABLE>
<CAPTION>

=====================================================================================================================
                                                                                           Value of Unexercised
                                                           Unexercised Options at        In-the-Money Options(1) at
                          Securities     Aggregate           December 31, 2001              December 31, 2001
                           Acquired       Value                     (#)                           (US$)
                          on Exercise    Realized     ---------------------------------------------------------------
Name                          (#)           (US$)       Exercisable    Unexercisable    Exercisable   Unexercisable
---------------------------------------------------------------------------------------------------------------------
<S>                       <C>             <C>           <C>            <C>              <C>           <C>

Richard B. Clark                 -               --        123,000         132,000         740,990         643,535
---------------------------------------------------------------------------------------------------------------------
J. Bruce Flatt                   --              --         81,000         169,000         517,800         953,250
---------------------------------------------------------------------------------------------------------------------
David D. Arthur              20,000         272,775        102,000         231,000         864,700       1,060,011
---------------------------------------------------------------------------------------------------------------------
Ian G. Cockwell                  -               -          72,000         163,000         467,300         919,600
---------------------------------------------------------------------------------------------------------------------
Steven J. Douglas            28,500         238,472             --          81,000              --         412,500
=====================================================================================================================
</TABLE>
Notes:
(1)  "In-the-Money" means the market value of the common shares under option
     exceed the exercise price of the options prior to related income taxes. The
     closing price of the Corporation's common shares on the New York Stock
     Exchange on December 31, 2001 was $17.20 per share.


AGGREGATE DEFERRED SHARE UNITS PLAN AT DECEMBER 31, 2001

The number of units owned by the Named Executive Officers and the value of the
units in the Deferred Share Unit Plan ("DSUP") as of December 31, 2001 were as
follows:

<TABLE>
<CAPTION>

=====================================================================================================================
                               Units Allocated                                                    Value of Units
                                    as of                        Units Owned in                       as of
                              December 31, 2001            Deferred Share Unit Plan(1)           December 31, 2001
                           ------------------------- ----------------------------------------------------------------
Name                           (#)         ($)          Exercisable          Unexercisable              ($)
---------------------------------------------------------------------------------------------------------------------
<S>                           <C>         <C>              <C>                   <C>                 <C>

Richard B. Clark (US$)        22,938      400,000          21,837                65,133              1,495,880
---------------------------------------------------------------------------------------------------------------------
J. Bruce Flatt (Cdn$)             --           --           9,297                17,361                738,970
---------------------------------------------------------------------------------------------------------------------
David D. Arthur (Cdn$)        11,458      320,000          94,519                33,292              3,542,933
---------------------------------------------------------------------------------------------------------------------
Ian G. Cockwell (Cdn$)         8,951      250,000           9,297                26,313                987,099
---------------------------------------------------------------------------------------------------------------------
Steven J. Douglas (Cdn$)       7,161      200,000           4,044                16,112                558,732
=====================================================================================================================
</TABLE>
Note:
(1)  The Deferred Share Unit Plan is described in greater detail on page 7.


REPORT OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE

The Human Resources and Compensation Committee of the board of directors of the
Corporation (the "Committee") is comprised of five directors, Messrs. J.L.
Cockwell (Chair), J.A. Beliveau, R.A. Ferchat, J.B. Flatt and R.D. Garon, four
of whom are unrelated. The Committee meets as required, and at least annually,
to monitor and review management compensation policies and benefits, management
succession planning and to review the overall composition and quality of the
Corporation's management resources. The Committee has a specific mandate to
review and approve executive compensation. This includes an annual evaluation of
the performance of the Corporation's President and Chief Executive Officer and
four highest paid executive officers (the "Named Executive Officers") and a
review of performance reports for other executive officers of the Corporation.
The Committee makes recommendations to the board of directors with respect to
the compensation of the executive officers, and the board gives final approval
on compensation matters.

     Executive compensation is based on the relative role and responsibility of
the executive as compared to other executives within the Corporation and the
market place, as well as on the executive's individual performance. This applies
equally to all executive officers, including the President and Chief Executive
Officer of the Corporation. The compensation arrangements of the Corporation are
focused on rewarding performance, taking into account length of service, level
of responsibility and experience of the individual. A specific objective of the
Corporation is to attract and retain highly qualified and motivated individuals.
Accordingly, compensation levels are monitored to ensure that they are
competitive within the relevant market place.


                                       6
<PAGE>

     The key components of executive officers' compensation are base salary,
short-term incentives and long-term incentives. The short and long-term
incentive plans are designed to provide a significant amount of variable
compensation which is linked to individual performance and increases in
shareholder value.

     Base salaries of executives are reviewed annually and are based on
individual performance, responsibility and experience to ensure that they
reflect the contribution of each executive. The Corporation believes that base
salaries for senior executives should be lower than average for the industry
with compensation weighted to share performance in order to align these
executives' interests with shareholders.

     Short-term incentives are represented by cash bonus awards. Awards are
determined based on both the performance of the Corporation and the individual
executive. The performance of the Corporation is measured by the achievement of
financial and other objectives of the Corporation, also taking into
consideration the performance of industry competitors and macro-economic
factors, as well as the efforts and achievements of the executive team. The
performance of the individual executive is based on the degree to which that
executive has met specific agreed upon objectives.

     Long-term incentives are intended to reward management based on increases
in the value of the Corporation's common shares. The purpose of these
arrangements is to achieve a commonality of interest between shareholders and
management and to motivate executives to improve the Corporation's financial
success, measured in terms of enhanced shareholder wealth over the longer term.

     The Corporation's long-term incentive plans consist of three elements:

     (a)  a Management Share Option Plan ("MSOP") whereby the Corporation grants
          share purchase options at a fixed price, being the market price of the
          shares when granted. Vesting of options is at the discretion of the
          board. Upon exercise of a vested option under the MSOP and upon
          payment to the Corporation of the exercise price, participants receive
          a common share. Participants, rather than exercising an in-the-money
          option, may elect to receive an amount (the "growth amount") equal to
          the difference between the market price of the common shares
          underlying the options and the exercise price of the option, which
          growth amount will be payable either in cash or by the issuance by the
          Corporation to the participant of a number of common shares calculated
          by dividing the growth amount by the market price of the underlying
          common shares;

     (b)  a Management Share Purchase Plan ("MSPP") under which key executives
          of the Corporation and its subsidiaries may apply for a loan from the
          Corporation in order to purchase common shares of the Corporation.
          Loans bear interest in the amount equal to the cash dividends paid on
          the shares and are repayable within a period of five years and can be
          extended for a further five years. Common shares purchased under the
          MSPP vest as to 20% per year on a cumulative basis over the five-year
          term of the loan; and

     (c)  a Deferred Share Unit Plan ("DSUP") under which senior officers may,
          at their option, receive all or a portion of their annual bonus awards
          in the form of deferred share units ("Units"). The annual bonus awards
          are converted to Units based on a rate set at the discretion of the
          Corporation's board on the award date. The portion of the annual bonus
          award elected to be received in Units by the executive may, at the
          discretion of the board, be increased by a factor of up to two times
          for purposes of calculating the number of Units to be allocated under
          the DSUP. An executive who holds Units will receive additional Units
          as dividends are paid on the common shares of the Corporation, on the
          same basis as if the dividends were re-invested. The Units vest over a
          five year period and participants are only allowed to redeem the Units
          upon cessation of employment through retirement, resignation,
          termination or death, after which date the Units terminate unless
          redeemed within 90 days. The cash value of the Units when redeemed
          will be equivalent to the market value of an equivalent number of
          common shares of the Corporation at the time of cessation of
          employment with the Corporation.

     The allocation of share options to executives is based on criteria similar
to those for short-term incentives. During the fiscal year ended December 31,
2001 no shares were purchased by any Named Executive Officer under the
Corporation's MSPP.

     Based on Mr. Flatt's responsibilities, efforts, effectiveness and
achievement of corporate goals in 2001, the Committee approved a salary of
$325,000.


Signed by the members of the Human Resources and Compensation Committee,

J.L. Cockwell, Chair   J.A. Beliveau    R.A. Ferchat   J. B. Flatt   R.D. Garon



                                       7
<PAGE>

PERFORMANCE GRAPH

The following shows the cumulative total shareholder return (assuming
re-investment of dividends) over the last five fiscal years, in comparison with
the TSE 300 Total Return Index and the TSE Real Estate Index. The Total Return
Index reflects the cumulative return of the TSE 300, including dividend
re-investment.

          FIVE-YEAR CUMULATIVE TOTAL RETURN ON $100 INVESTMENT ASSUMING
                           DIVIDENDS ARE RE-INVESTED

                      DECEMBER 31, 1996 - DECEMBER 31, 2001

                               [PERFORMANCE GRAPH]

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND
SENIOR OFFICERS UNDER SECURITIES PURCHASE PROGRAMS

As at February 21, 2002, the aggregate indebtedness (other than "routine
indebtedness" under applicable Canadian securities laws) to the Corporation or
its subsidiaries of all officers, directors and employees and former officers,
directors and employees of the Corporation and its subsidiaries made in
connection with the purchase of securities of the Corporation or designated
shares was $10,584,457.

     The following table sets forth the names of the officers of the Corporation
and its subsidiaries to whom loans have been made in respect of the MSPP and
executive share ownership plan together with the largest amount outstanding
during the fiscal year ended December 31, 2001 and the amount outstanding as at
February 21, 2002. During the year ended December 31, 2001, there were no common
shares purchased under the MSPP.

<TABLE>
<CAPTION>
=====================================================================================================================
                                                Largest Amount Outstanding          Amount
                               Involvement of     During 12 Months Ended         Outstanding        Shares Held as
Name and                       Corporation or          Dec. 31, 2001          as at Feb. 21 2002     Security for
Principal Position               Subsidiary                (US$)                    (US$)          Indebtedness(1)
---------------------------------------------------------------------------------------------------------------------
<S>                              <C>                    <C>                        <C>               <C>
Richard B. Clark
President and CEO                 Loan from             2,264,465                  2,264,465              --
of the Corporation               Corporation
---------------------------------------------------------------------------------------------------------------------
J. Bruce Flatt(2)
Vice Chairman
of the Corporation                Loan from             2,201,250                  2,201,250          Designated
                                 Corporation                                                            Shares
---------------------------------------------------------------------------------------------------------------------
David D. Arthur
President and CEO,                Loan from               581,950                    581,950          Designated
Cdn Commercial Operations        Corporation                                                            Shares
---------------------------------------------------------------------------------------------------------------------
Ian G. Cockwell(2)
Chairman and CEO,                 Loan from             2,201,250                  2,201,250          Designated
Brookfield Homes Ltd.            Corporation                                                            Shares
---------------------------------------------------------------------------------------------------------------------
Steven J. Douglas
Executive Vice President and      Loan from               338,000                    338,000          Designated
CFO of the Corporation           Corporation                                                            Shares
=====================================================================================================================
</TABLE>

Notes:
(1)  Designated shares include common shares of the Corporation, publicly traded
     securities of subsidiary and associated companies, or securities of
     EdperPartners (See "Voting Shares and Principal Holders Thereof").
(2)  Proposed nominees for re-election as Directors of the Corporation.


INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS
OTHER THAN UNDER SECURITIES PURCHASE PROGRAMS

As at February 21, 2002, there were no loans to officers, directors and



                                       8
<PAGE>

employees and former officers, directors and employees of the Corporation or its
subsidiaries, for purposes other than in connection with purchases of securities
of the Corporation or subsidiaries of the Corporation (other than "routine
indebtedness" under applicable Canadian securities laws).


DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

The Corporation maintains directors and officers insurance with an annual policy
limit of $50,000,000 subject to a corporate deductible of $250,000 per loss.
Under this insurance coverage, the Corporation and certain of its associated
companies (collectively, the Organization) is reimbursed for indemnity payments
made to directors or officers as required or permitted by law or under
provisions of its by-laws as indemnity for losses, including legal costs,
arising from acts, errors or omissions committed by directors and officers
during the course of their duties as such. This insurance also provides coverage
to individual directors and officers without any deductible if they are not
indemnified by the Organization. The insurance coverage for directors and
officers has certain exclusions including, but not limited to, those acts
determined to be deliberately fraudulent or dishonest or have resulted in
personal profit or advantage.


INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

During the fiscal year of the Corporation ended December 31, 2001, no director,
senior officer or associate of a director or senior officer nor, to the
knowledge of the directors or senior officers of the Corporation after having
made reasonable enquiry, any person or company who beneficially owns, directly
or indirectly, voting securities of the Corporation carrying more than 10% of
the voting rights attached to any class of voting securities of the Corporation
outstanding at the date hereof, or any associate or affiliate thereof, had any
material interest, direct or indirect, in any material transaction of the
Corporation or its affiliates nor do any such persons have a material interest,
direct or indirect, in any proposed transaction of the Corporation or its
affiliates.


CORPORATE GOVERNANCE

Corporate governance relates to the activities of the board of directors who are
elected by and accountable to the shareholders, and takes into account the role
of management, who are appointed by the board of directors and who are charged
with the ongoing management of the affairs of the Corporation.

     Brookfield's corporate governance practices are designed to promote the
well being and ongoing development of the Corporation, having always as its
ultimate objective the best long-term interests of the Corporation and the
enhancement of value for all shareholders. The board also believes that sound
corporate governance practices will promote and protect the interests of the
Corporation's employees and the communities in which the Corporation operates.

     This portion of the Circular has been approved by the Governance and
Nominating Committee of the board of directors. The board is of the view that
the Corporation's corporate governance policies and practices, as outlined
below, are appropriate and are substantially consistent with these guidelines.


BOARD OF DIRECTORS

Mandate of the Board

Brookfield's board of directors oversees the management of the Corporation's
business and affairs, both directly and through committees. In doing so, the
board acts at all times with a view to the best interests of the Corporation. In
fulfilling its mandate, the board, among other matters, is responsible for:

o    reviewing the Corporation's overall business strategies and its annual
     business plan;

o    reviewing the principal risks of the Corporation's business to ensure that
     appropriate systems are in place to manage these risks;

o    reviewing all major strategic initiatives to ensure that the Corporation's
     proposed actions accord with shareholder objectives;

o    appointing senior management and reviewing succession planning;

o    assessing management's performance against business plans previously
     approved by the directors and against industry standards;

o    reviewing and approving the reports issued to shareholders, including
     annual and interim financial statements, as well as materials prepared for
     shareholder meetings;

o    ensuring the effective operation of the board of directors; and

o    safeguarding shareholders' equity interests through the optimum utilization
     of the Corporation's capital resources, which includes setting an
     appropriate dividend policy.



                                       9
<PAGE>

     The board of directors meets at least once in each quarter, with additional
meetings held when appropriate. The board of directors met five times in 2001.
There are four regular meetings and two planning meeting scheduled for 2002.
Meeting frequency and agendas may change from time to time depending on
opportunities or risks faced by the Corporation.

     Well-informed directors are essential for the effective performance of a
board. Directors have the opportunity to meet with senior management and to
participate in work sessions to obtain further insight into the operations of
the Corporation. Individual directors are free to consult with members of senior
management whenever they so require and to engage outside advisors where
appropriate and authorized by the Chairman of the board.

Composition of the Board and Representation of Shareholders' Interests

The board of directors is comprised of individuals representing the
Corporation's major shareholder, independent directors and directors drawn from
senior management. The board believes that this combination leads to a
constructive exchange in board deliberations resulting in objective,
well-balanced and informed discussion and decision making.

     The Corporation considers that eight of the unrelated directors are also
independent directors who are free from any interests in or relationships with
the Corporation or its major shareholder. The Corporation considers this to be
an appropriate size and composition, given the diversity of the Corporation's
operations and the need for a variety of experience and backgrounds to ensure an
effective and efficient board.

     Approximately 50% of Brookfield's fully diluted outstanding common shares
are held by Brascan. The board believes that the involvement of a major
shareholder on the Corporation's board of directors is compatible with ensuring
that senior management is accountable to all the shareholders as owners, in that
the major shareholder, having a significant investment in the Corporation, can
play an important role on behalf of all shareholders in setting the terms of the
business plan and assessing management's performance on an ongoing basis.

     Brookfield considers that nine of the 15 nominees for the board of
directors, comprising a majority of the board, are unrelated directors within
the meaning of Guidelines; that is, free from any interest, business or other
relationships (other than interests and relationships arising from
shareholdings), which could, or could be reasonably perceived to, materially
interfere with a director's ability to act in the best interests of the
Corporation and all its shareholders. Mr. Gordon E. Arnell, Chairman, John E.
Zuccotti, Co-Chairman, J. Bruce Flatt, Vice Chairman, Richard B. Clark,
President and Chief Executive Officer, David D. Arthur, President and Chief
Executive Officer, Canadian Operations and Ian G. Cockwell, President and Chief
Executive Officer, Brookfield Homes Ltd., are members of the board of directors.
In making this distinction, the circumstances of each director have been
examined in relation to a number of factors, including whether or not they are
members of management of the Corporation or an officer of an affiliate.

COMMITTEES OF THE BOARD

Brookfield believes that the board committees assist in the effective
functioning of a Corporation's board of directors and that the appropriate
composition of board committees should enable the views of unrelated and
independent directors to be effectively expressed.

     The board of directors of Brookfield has three committees: the Audit
Committee, the Human Resources and Compensation Committee, and the Governance
and Nominating Committee. Special committees may be formed from time to time as
required to review particular matters or transactions. While the board of
directors retains overall responsibility for corporate governance matters, the
Audit, Human Resources and Compensation, and Governance and Nominating
Committees have specific responsibilities for certain aspects of corporate
governance as described below.

     The following is a brief description of the mandate of each committee, its
composition and the meetings held during the past year.

Audit Committee

The Audit Committee is comprised of four directors, all of whom are independent
and unrelated directors: Messrs. A.S. Olson (Chairman), W.T. Cahill, P.D.
McFarlane and S. Pollock. The Audit Committee is responsible for monitoring the
Corporation's systems and procedures for financial reporting and internal
control, reviewing certain public disclosure documents and monitoring the
performance of the Corporation's external auditors. The committee is also
responsible for reviewing the Corporation's annual audited financial statements
and management's financial analysis and review of operations prior to their
approval by the full board of directors. The Audit Committee met twice in 2001,
including meeting with the Corporation's external auditors independent of
management on both occasions.

Human Resources and Compensation Committee

The Human Resources and Compensation Committee is comprised of five directors,
four of whom are unrelated directors: Messrs. J.L. Cockwell (Chairman), J.A.
Beliveau, R.A. Ferchat, J.B. Flatt and R.D. Garon. Three members of the
committee are also independent. The committee is responsible for reviewing and
reporting to the board on


                                       10
<PAGE>


human resource planning, including succession planning and proposed senior
management appointments, the levels and form of executive compensation in
general, and the specific compensation of senior executives. The committee also
reviews the job descriptions and annual objectives of the Corporation's senior
executives and the performance of these executives in relation to these
objectives, and reports to the board. The Human Resources and Compensation
Committee met three times in 2001.

Governance and Nominating Committee

The Governance and Nominating Committee is comprised of four directors, three of
whom are independent and unrelated directors: Messrs. S. Pollock (Chairman),
J.B. Flatt, J.R. McCaig and A.S. Olson. It is the responsibility of the
Governance and Nominating Committee, in consultation with the Chairman, to
assess periodically the size and composition of the board and its committees, to
review the effectiveness of the board's operations, to assess the performance of
the board and its directors, to review the Corporation's statement of corporate
governance practices and its relations with management, and to review and
recommend directors' compensation. The Governance and Nominating Committee met
twice in 2001.


MANAGEMENT

Management's Role

The primary responsibility of management is to safeguard the Corporation's
assets and to create wealth for shareholders. When performance is found to be
inadequate, the directors have the responsibility to bring about appropriate
change.

     Brookfield's governance practices are designed to encourage autonomy and
effective decision making on the part of management, while ensuring scrutiny by
the Corporation's shareholders through its board of directors and its
committees.

Management's Relationship to the Board

Senior management of the Corporation reports to and is accountable to the board
of directors. At its meetings, the board regularly engages in a private session
with the Corporation's Chairman and President and Chief Executive Officer
without other members of senior management present. The board also meets at each
meeting independently of any members of management.

Management Accountability

Business plans are developed to ensure the compatibility of shareholder, board
and management views on the Corporation's strategic direction, performance
targets and utilization of shareholders' equity. A special meeting of
Brookfield's board is held each year to review the strategic initiatives and the
business plan submitted by senior management. The board's approval of the annual
business plan then provides a mandate for senior management to conduct the
affairs of the Corporation knowing it has the necessary board support. Material
deviations from the plan are reported to and considered by the board. Due to the
events of September 11, 2001, the management business planning meeting for 2001
was held on February 4, 2002.


                                       11
<PAGE>

Board Information

Information provided by management to directors is critical to their
effectiveness. In addition to the reports presented to the board at its regular
and special meetings, the board is also kept informed on a timely basis by
management of corporate developments and key decisions taken by management in
pursuing the Corporation's business plan. New directors are provided with
comprehensive information about the Corporation and its operations. The
directors periodically assess the quality, completeness and timeliness of
information provided by management to the board.

Management Rewards

Brookfield's compensation plans are based on maintaining a direct link between
management rewards and the wealth created for shareholders. The Corporation
attempts to reward the most senior executives with primarily compensation earned
through share appreciation. Annually, senior executives receive allocations of
share purchase options to augment their compensation, and in 1999 a deferred
share unit plan was introduced for the most senior executives in order to
encourage further share ownership. Brookfield is also committed to maintaining
periodic reviews of its compensation practices to ensure that management is
fairly rewarded over time based on performance.

Investor Communications

Brookfield endeavors to keep shareholders informed of the Corporation's ongoing
affairs. Accordingly, the Corporation publishes reports to shareholders on a
quarterly basis, including a comprehensive annual report. These reports,
together with press releases where appropriate, shareholder meeting materials
and certain other statutory filings, are reviewed and approved by the board of
directors.

     In addition to annual shareholders' meetings, management is available to
meet with shareholders and to respond to questions. Brookfield maintains an
investor relations function to ensure shareholders' inquiries are dealt with in
an appropriate manner.

     Brookfield's management is in contact with the investment community and
meets regularly with investment analysts and investors to ensure that accurate
and appropriate information is available for investors, including quarterly
conference calls to review the Corporation's financial results. Brookfield also
endeavors to ensure that the media is kept informed of developments as they
occur, and have the opportunity to meet and discuss these developments with the
senior management of the Corporation.


APPOINTMENT OF AUDITORS

The management representatives designated in the enclosed form of proxy intend
to vote the shares represented thereby in favour of a resolution re-appointing
Deloitte & Touche LLP, Chartered Accountants, Toronto, Canada, as auditors of
the Corporation, to hold office until the next annual meeting of shareholders,
and authorizing the directors to fix the remuneration to be paid to the
auditors, unless the shareholder who has given such proxy has directed that the
shares be withheld from voting in the appointment of auditors. Deloitte & Touche
LLP have been the auditors of the Corporation since 1978. The resolution to
appoint Deloitte & Touche LLP as auditors must be passed by a simple majority of
the votes cast either in person or by proxy. For the fiscal year ended December
31, 2001, the Corporation has paid Deloitte & Touche LLP $1.3 million: $473,000
relating to the audits of the Corporation's consolidated financial statements;
$605,000 relating to audits of certain individual assets to support tenant,
lender and joint venture agreements; and $225,000 in connection with the
provision of tax compliance services.


SHAREHOLDER PROPOSALS FOR NEXT YEAR'S ANNUAL MEETING

The Canada Business Corporations Act permits certain eligible shareholders of
the Corporation to submit shareholder proposals to the Corporation, which
proposals may be included in a management proxy circular relating to an annual
meeting of shareholders. The final date by which the Corporation must receive
shareholder proposals for the annual meeting of shareholders of the Corporation
to be held in 2003 is December 22, 2002.


AVAILABILITY OF DISCLOSURE DOCUMENTS

The Corporation will provide any person or Corporation, upon request to its
Corporate Secretary, with a copy of:

(i)  the most recent annual information form of the Corporation, together with a
     copy of any document or the pertinent pages of any document incorporated
     therein by reference;

(ii) the comparative financial statements of the Corporation for the fiscal year
     ended December 31, 2001, together with the report of the auditors thereon;

(iii)the most recent annual report of the Corporation, which includes
     management's discussion and analysis of financial conditions and results of
     operations;


                                       12
<PAGE>

(iv) the interim financial statements of the Corporation for the periods
     subsequent to the end of its fiscal year; and

(v)  this Circular.


OTHER BUSINESS

The Corporation knows of no matter to come before the meeting other than the
matters referred to in the accompanying Notice of Meeting.


DIRECTORS' APPROVAL

The contents and sending of this Circular have been approved by the directors of
the Corporation.



Toronto, Canada                                             Linda T. Northwood
February 21, 2002                                          Corporate Secretary



                                       13
<PAGE>

                                  SCHEDULE "A"

         SPECIAL RESOLUTION RELATING TO LOCATION OF SHAREHOLDER MEETINGS


BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1.   the articles of the Corporation be amended to permit meetings of the
     shareholders to be held at any place within Canada, as the directors in
     their discretion decide from time to time, or in the United States in the
     following cities: New York, New York; Boston, Massachusetts; Denver,
     Colorado; Minneapolis, Minnesota; San Francisco, Los Angeles or San Diego,
     California; Washington, D.C.; or Miami, Florida.

2.   any officer or director of the Corporation is hereby authorized and
     directed on behalf of the Corporation to deliver articles of amendment, in
     duplicate, to the Director under the Canada Business Corporations Act and
     to execute all documents and to do all things as in the opinion of such
     person may be necessary or desirable in connection with the foregoing.





                                       14
<PAGE>
                    [BROOKFIELD PROPERTIES CORPORATION LOGO]

                        BROOKFIELD PROPERTIES CORPORATION
                                      PROXY

PROXY, SOLICITED BY MANAGEMENT, FOR THE ANNUAL AND SPECIAL MEETING OF
SHAREHOLDERS OF BROOKFIELD PROPERTIES CORPORATION TO BE HELD ON MONDAY,
APRIL 22, 2002.

The undersigned shareholder of Brookfield Properties Corporation (the
"Corporation") hereby appoints GORDON E. ARNELL, or failing him RICHARD B. CLARK
(or in lieu thereof.............................................................
....................), as proxy of the undersigned, with the power of
substitution, to attend and vote on behalf of the undersigned at the Annual and
Special Meeting of Shareholders of the Corporation to be held on Monday, April
22, 2002, and at any adjournments thereof, on the following matters:

1.   Location of Shareholder Meetings  (mark only one of (a) or (b))

     (a)  [ ]  FOR the special resolution permitting meetings of the
               shareholders to be held at any place within Canada or specific
               cities in the United States listed in the accompanying Management
               Proxy Circular under Schedule "A"; or

     (b)  [ ]  AGAINST the special resolution permitting meetings of the
               shareholders to be held at any place within Canada or specific
               cities in the United States listed in the accompanying Management
               Proxy Circular under Schedule "A".

2.   Election of Directors (mark only one of (a) or (b))

     (a)  [ ]  FOR the election as directors of all nominees listed in the
               accompanying Management Proxy Circular other than (please
               specify)....................................................; or

     (b)  [ ]  WITHHOLD from voting in the election of directors.

3.   Appointment of Auditors (mark only one of (a) or (b))

     (a)  [ ]  FOR the appointment of auditors and  authorizing the directors
               to fix the auditors' remuneration; or

     (b)  [ ]  WITHHOLD from voting in the appointment of auditors and
               authorizing  the directors to fix the auditors' remuneration.

In addition, the undersigned appoints such person as proxy to vote and act as
aforesaid upon any amendments or variations to the matters identified in the
Notice of Meeting and on all other matters that may properly come before the
meeting. UNLESS OTHERWISE SPECIFIED ABOVE, THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED BY THE PERSONS WHOSE NAMES ARE PRINTED ABOVE, FOR THE ELECTION AS
DIRECTORS OF ALL NOMINEES SPECIFIED IN THE ACCOMPANYING MANAGEMENT PROXY
CIRCULAR, AND FOR THE APPOINTMENT OF AUDITORS.



Name of Shareholder:____________________________________________________________


Number/Class of Shares:_________________________________________________________


___________________________________      Date:____________________________, 2002
Signature

NOTES:

1.   If this proxy is not dated in the space provided, it will be deemed to bear
     the date on which it was mailed to you by management of the Corporation.

2.   If the shareholder is an individual, please sign exactly as your shares are
     registered.

     If the shareholder is a corporation, this proxy must be executed by a duly
     authorized officer or attorney of the shareholder and, if the corporation
     has a corporate seal, its corporate seal should be affixed. If shares are
     registered in the name of an executor, administrator or trustee, please
     sign exactly as the shares are registered. If the shares are registered in
     the name of the deceased or other shareholder, the shareholder's name must
     be printed in the space provided, the proxy must be signed by the legal
     representative with his name printed below his signature and evidence of
     authority to sign on behalf of the shareholder must be attached to this
     proxy.

     In many cases, shares beneficially owned by a holder (a "Non-Registered
     Holder") are registered in the name of a securities dealer or broker or
     other intermediary, or a clearing agency. Non-Registered Holders should, in
     particular, review the sections entitled "Non-Registered Holders" and
     "Revocation" in the accompanying Management Proxy Circular and carefully
     follow the instructions of their intermediaries.

3.   To be valid, this proxy must be signed and deposited with the Secretary of
     the Corporation, c/o CIBC Mellon Trust Company, P.O. Box 12005, Station BRM
     B, Toronto, Ontario M7Y 2K5 (courier address: 200 Queens Quay East, Unit 6,
     Toronto, Ontario M5A 4K9; or if delivered by facsimile at 416-368-2502),
     not later than the close of business on April 18, 2002 or, if the meeting
     is adjourned, 48 hours (excluding Saturdays and holidays) before any
     adjournment of the meeting.

4.   A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A
     SHAREHOLDER OF THE CORPORATION) TO REPRESENT THE SHAREHOLDER AT THE MEETING
     OTHER THAN THE MANAGEMENT REPRESENTATIVES DESIGNATED IN THIS PROXY. SUCH
     RIGHT MAY BE EXERCISED BY INSERTING IN THE SPACE PROVIDED THE NAME OF THE
     OTHER PERSON THE SHAREHOLDER WISHES TO APPOINT AND DELIVERING THE COMPLETED
     PROXY TO THE SECRETARY OF THE CORPORATION AS SET OUT ABOVE.

5.   Reference is made to the accompanying Management Proxy Circular for further
     information regarding completion and use of this proxy and other
     information pertaining to the meeting, including the right of a shareholder
     to cumulate the shareholder's votes in the election of directors.

6.   If a share is held by two or more persons, any one of them present or
     represented by proxy at the meeting may, in the absence of the other or
     others, vote in respect thereof, but if more than one of them are present
     or represented by proxy, they shall vote together in respect of each share
     so held.

7.   The shares represented by this proxy will be voted or withheld from voting
     in accordance with the instructions of the shareholder on any ballot that
     may be called for, and if the shareholder specifies a choice with respect
     to any matter to be acted upon, the shares will be voted accordingly.