##### 



BROOKFIELD PROPERTIES CORPORATION
 RENEWAL ANNUAL INFORMATION FORM
 
 MARCH 9, 2007




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##### 



BROOKFIELD PROPERTIES CORPORATION
 ANNUAL INFORMATION FORM  TABLE OF CONTENTS
 Notes Regarding AIF
    
    
    iForward-Looking Statements
    
    
    iCorporate Structure
    
    
    1Name, Address and Incorporation
    
    
    1Intercorporate Relationships and History
    
    
    1General Development of the Business
    
    
    4Acquisitions and Dispositions
    
    
    4Development
    
    
    5Financings and Refinancings
    
    
    5Equity
    
    
    5The Trizec Acquisition
    
    
    6Business of Brookfield Properties
    
    
    8Overview
    
    
    8Commercial Property Operations
    
    
    8Commercial Development
    
    
    10Residential Development
    
    
    10Prudent and Flexible Capital Plan
    
    
    10Primary Markets and Properties
    
    
    13Service Businesses
    
    
    29Employees
    
    
    29Company and Real Estate Industry Risks
    
    
    30Dividends and Dividend Policy
    
    
    37Description of Capital Structure
    
    
    37General Description of Capital Structure
    
    
    37Ratings
    
    
    39Market for Securities
    
    
    40Directors and Officers
    
    
    42Directors
    
    
    42Officers
    
    
    43Share Ownership
    
    
    44Cease Trade Orders, Bankruptcies, Penalties or Sanctions
    
    
    44Legal Proceedings
    
    
    44Interest of Management and Others in Material Transactions
    
    
    44Auditors, Transfer Agent and Registrars
    
    
    44Audit Committee Information
    
    
    45Additional Information
    
    
    46Appendix A  SubsidiariesAppendix B  Commercial Properties by RegionAppendix C  Description of Preferred SharesAppendix D  Audit Committee Charter




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##### 



Notes Regarding this AIF
 Note Regarding Financial Information
  Stock Split
  Forward-Looking Statements
  i




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##### 



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




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##### 



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




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




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##### 



GENERAL DEVELOPMENT OF THE BUSINESS
  Acquisitions and Dispositions
            4




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##### 



Development
     Financings and Refinancings
     Equity
     5




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##### 




    
    To repay outstanding indebtedness taken on to finance our initial $300 million equity interest in our U.S. Office Fund,
    
    To repay outstanding indebtedness taken on to finance an additional $437 million equity
interest in the U.S. Office Fund, which was originally intended to be syndicated but was
retained because of the experience within the portfolio. The retention of this interest
maintained our $857 million equity investment in the U.S. Office Fund at 61.7%, and
    
    For general corporate purposes, including the repayment of lines of credit.
     The Trizec Acquisition
    6




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7




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##### 



BUSINESS OF BROOKFIELD PROPERTIES
 Overview
  Commercial Property Operations
 Appendix B
  Leasable AreaRegion
    
    Number of Properties
    
    
    (000s Sq. Ft.)New York, New York
    
    
    13
    
    
    
    19,516Boston, Massachusetts
    
    
    2
    
    
    
    2,163Washington, D.C.
    
    
    29
    
    
    
    6,771Toronto, Ontario
    
    
    16
    
    
    
    12,283Calgary, Alberta
    
    
    9
    
    
    
    7,845Ottawa, Ontario
    
    
    8
    
    
    
    2,939Denver, Colorado
    
    
    1
    
    
    
    1,795Minneapolis, Minnesota
    
    
    4
    
    
    
    3,008Los Angeles, California
    
    
    22
    
    
    
    10,672Houston, Texas
    
    
    7
    
    
    
    6,958Other
    
    
    5
    
    
    
    1,845Total
    
    
    116
    
    
    
    75,795
 Business Strategy
 Long-Term Lease Profile Limits Market Risk.
 Diversified, High Credit Quality Tenants.
 Year of
     
    
    Leaseable AreaTenant
    
    Primary Location
    

    Expiry(1)
    
    
    (000s Sq. Ft.)Merrill Lynch
    
    New York/Toronto
    
    
    2013
    
    
    
    4,534CIBC
    
    New York/Toronto/Calgary
    
    
    2028
    
    
    
    2,074Government of Canada
    
    Ottawa/Edmonton/Toronto
    
    
    2010
    
    
    
    2,003Chevron U.S.A.
    
    Houston
    
    
    2018
    
    
    
    1,725Wachovia
    
    New York
    
    
    2015
    
    
    
    1,331RBC Financial Group
    
    Five major markets
    
    
    2018
    
    
    
    1,184Bank of Montreal
    
    Toronto/Calgary
    
    
    2020
    
    
    
    1,128JPMorgan Chase Bank
    
    New York/Denver
    
    
    2018
    
    
    
    1,122Kellogg Brown & Root
    
    Washington, D. C./Houston
    
    
    2016
    
    
    
    964Petro-Canada
    
    Calgary
    
    
    2013
    
    
    
    914Target Corporation
    
    Minneapolis
    
    
    2014
    
    
    
    865Goldman Sachs
    
    New York
    
    
    2011
    
    
    
    850
 (1)
    
    Weighted average based on square feet.
 8




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##### 



Proactive Leasing Strategy.
 Investment Strategy
 Acquire high quality properties in our target markets.
 Expand asset management platform.
   
    
    Asset Management
    
    Stable base fee for providing regular, on-going services.
    
    Transaction
    
    Development, redevelopment and leasing activities conducted on behalf of these funds.
    
    Performance
    
    Earned when certain pre-determined benchmarks are exceed performance.
 9




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##### 



Commercial Development
   Number
    
    
    Ownership(1)
    
    
    DensityLocation
    
    of Sites
    
    
    %
    
    
    (Sq.Ft.)New York, New York
    
    Ninth Avenue
    
    Between 31st and 33rd Streets across from the Farley Post Office
    
    
    1
    
    
    
    100
    %
    
    
    4,700,000Washington, D.C.
    
    77 K Street
    
    Adjacent to Union Station
    
    
    1
    
    
    
    50
    %
    
    
    322,000Waterview
    
    Located at the foot of the Key Bridge in Rosslyn, Virginia
    
    
    1
    
    
    
    25
    %
    
    
    930,000Reston Crescent
    
    3.6 acre landscaped campus adjacent to Reston, Virginia
    
    
    1
    
    
    
    100
    %
    
    
    1,000,000Houston, Texas
    
    Four Allen Center(2)
    
    1400 Smith Street
    
    
    1
    
    
    
    100
    %
    
    
    1,267,0001500 Smith Street
    
    Between Continental Center I and Four Allen Center
    
    
    1
    
    
    
    100
    %
    
    
    800,000Allen Center Gateway
    
    Adjacent to the Allen Center
    
    
    1
    
    
    
    100
    %
    
    
    700,000Allen Center Garage
    
    Located in the heart of the Allen Center / Cullen Center complex
    
    
    1
    
    
    
    100
    %
    
    
    700,000Toronto, Ontario
    
    Bay Adelaide Centre
    
    Bay and Adelaide Streets
    
    
    1
    
    
    
    100
    %
    
    
    2,600,000BCE Place III
    
    Third phase of BCE Place project
    
    
    1
    
    
    
    65
    %
    
    
    800,000Calgary, Alberta
    
    Bankers Court
    
    East and West Parkades adjacent to Bankers Hall
    
    
    1
    
    
    
    50
    %
    
    
    500,000Herald Site
    
    Within one block from our existing Calgary assets
    
    
    1
    
    
    
    100
    %
    
    
    1,100,000Ottawa, Ontario
    
    300 Queen Street
    
    Third phase of current Place de Ville project
    
    
    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
    
    
    
    
    
    
    15
    
    
    
    
    
    
    
    17,219,000
 (1)
    
    Represents the companys consolidated interest before non-controlling
interests(2)
    
    Property is currently under redevelopment. 100% of the building has been leased to
Chevron, who will move into the building once redevelopment is complete
 Residential Development
    Prudent and Flexible Capital Plan
   10




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##### 



Three year
    
    
    Annual ResultsObjective
    
    average
    
    
    2006
    
    
    2005
    
    
    2004Maintain debt-to-total-market-capitalization of 50% or less
    
    
    37
    %
    
    
    41
    %
    
    
    34
    %
    
    
    37
    %Move toward long-term goal of 95% non-recourse debt(1)
    
    
    92
    %
    
    
    94
    %
    
    
    88
    %
    
    
    93
    %Maintain interest expense coverage of 2.3x or greater(2)
    
    
    2.4
    x
    
    
    2.1
    x
    
    
    2.6
    x
    
    
    2.6
    x
 (1)
    
    Non-recourse to Brookfield Properties Corporation(2)
    
    2006 is lower than our target due to corporate debt used to fund the acquisition of
Trizec. In December 2006, this debt was repaid with proceeds from the common share equity
offering
 11




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##### 



Brookfield PropertiesMaturity
    
    Consolidated ShareCommercial Property
    
    Location
    
    Interest Rate %
    
    Date
    
    (Millions)
    
    

    Mortgage DetailsDirectAtrium on Bay
    
    Toronto
    
    
    5.49
    
    
    
    2007
    
    
    $
    34
    
    
    Non-recourse, floating rateOne Liberty Plaza(1)
    
    New York
    
    
    6.98
    
    
    
    2007
    
    
    
    241
    
    
    Non-recourse, fixed rateTD Canada Trust Tower
    
    Toronto
    
    
    6.86
    
    
    
    2007
    
    
    
    103
    
    
    Non-recourse, fixed rateHudsons Bay Centre
    
    Toronto
    
    
    5.84
    
    
    
    2008
    
    
    
    85
    
    
    Non-recourse, floating ratePetro-Canada Centre
    
    Calgary
    
    
    6.43
    
    
    
    2008
    
    
    
    108
    
    
    Non-recourse, fixed rateOne World Financial Center
    
    New York
    
    
    6.32
    
    
    
    2009
    
    
    
    300
    
    
    Recourse, floating rate245 Park Avenue
    
    New York
    
    
    6.65
    
    
    
    2011
    
    
    
    239
    
    
    Non-recourse, fixed rateOne Liberty Plaza
    
    New York
    
    
    6.75
    
    
    
    2011
    
    
    
    401
    
    
    Non-recourse, fixed rateFifth Avenue Place
    
    Calgary
    
    
    7.59
    
    
    
    2011
    
    
    
    64
    
    
    Non-recourse, fixed ratePotomac Tower
    
    Washington
    
    
    4.72
    
    
    
    2011
    
    
    
    75
    
    
    Non-recourse, fixed rateExchange Tower
    
    Toronto
    
    
    6.83
    
    
    
    2012
    
    
    
    55
    
    
    Non-recourse, fixed rateTwo World Financial Center
    
    New York
    
    
    6.91
    
    
    
    2013
    
    
    
    607
    
    
    Non-recourse, fixed rateFour World Financial Center
    
    New York
    
    
    6.95
    
    
    
    2013
    
    
    
    306
    
    
    Non-recourse, fixed rateBay Wellington Tower
    
    Toronto
    
    
    6.49
    
    
    
    2013
    
    
    
    298
    
    
    Non-recourse, fixed rateBankers Hall
    
    Calgary
    
    
    7.20
    
    
    
    2013
    
    
    
    152
    
    
    Non-recourse, fixed rate601 South 12th Street
    
    Washington
    
    
    5.42
    
    
    
    2013
    
    
    
    52
    
    
    Non-recourse, fixed rate701 South 12th Street
    
    Washington
    
    
    5.42
    
    
    
    2013
    
    
    
    43
    
    
    Non-recourse, fixed rateRepublic Plaza
    
    Denver
    
    
    5.13
    
    
    
    2014
    
    
    
    168
    
    
    Non-recourse, fixed rate1625 Eye Street
    
    Washington
    
    
    6.00
    
    
    
    2014
    
    
    
    127
    
    
    Non-recourse, fixed rate53 State Street
    
    Boston
    
    
    5.96
    
    
    
    2016
    
    
    
    143
    
    
    Non-recourse, fixed rateOne Bethesda
    
    Washington
    
    
    5.66
    
    
    
    2016
    
    
    
    53
    
    
    Non-recourse, fixed rateRoyal Centre
    
    Vancouver
    
    
    7.50
    
    
    
    2022
    
    
    
    42
    
    
    Non-recourse, fixed rate33 South Sixth Street
    
    Minneapolis
    
    
    6.72
    
    
    
    2027
    
    
    
    95
    
    
    Non-recourse, fixed rateDain Plaza
    
    Minneapolis
    
    
    7.37
    
    
    
    2027
    
    
    
    82
    
    
    Non-recourse, fixed rate701 9th Street
    
    Washington
    
    
    6.73
    
    
    
    2028
    
    
    
    153
    
    
    Non-recourse, fixed rate75 State Street
    
    Boston
    
    
    7.00
    
    
    
    2028
    
    
    
    85
    
    
    Non-recourse, fixed rate300 Madison Avenue
    
    New York
    
    
    7.26
    
    
    
    2032
    
    
    
    400
    
    
    Non-recourse, fixed rate300 Madison Avenue
    
    New York
    
    
    5.57
    
    
    
    2012
    
    
    
    92
    
    
    Non-recourse, floating rate4,603U.S. Fund2000 L Street
    
    Washington
    
    
    6.26
    
    
    
    2007
    
    
    
    56
    
    
    Non-recourse, fixed rateBethesda Crescent
    
    Washington
    
    
    7.07
    
    
    
    2008
    
    
    
    34
    
    
    Non-recourse, fixed rateTwo Ballston Plaza
    
    Washington
    
    
    6.91
    
    
    
    2008
    
    
    
    26
    
    
    Non-recourse, fixed rate5670 Wilshire
    
    Los Angeles
    
    
    6.47
    
    
    
    2008
    
    
    
    59
    
    
    Non-recourse, floating rateWaterview
    
    Washington
    
    
    6.98
    
    
    
    2009
    
    
    
    30
    
    
    Non-recourse, floating rate1460 Broadway
    
    New York
    
    
    5.11
    
    
    
    2012
    
    
    
    12
    
    
    Non-recourse, floating rateFour Allen Center
    
    Houston
    
    
    5.77
    
    
    
    2013
    
    
    
    240
    
    
    Non-recourse, fixed rateGrace Building
    
    New York
    
    
    5.54
    
    
    
    2014
    
    
    
    195
    
    
    Non-recourse, fixed rate1411 Broadway
    
    New York
    
    
    5.50
    
    
    
    2014
    
    
    
    112
    
    
    Non-recourse, fixed rate2001 M Street
    
    Washington
    
    
    5.25
    
    
    
    2014
    
    
    
    45
    
    
    Non-recourse, fixed rateBank of America Building
    
    Los Angeles
    
    
    5.31
    
    
    
    2014
    
    
    
    237
    
    
    Non-recourse, fixed rateErnst & Young Plaza
    
    Los Angeles
    
    
    5.07
    
    
    
    2014
    
    
    
    114
    
    
    Non-recourse, fixed rateOne New York Plaza
    
    New York
    
    
    5.50
    
    
    
    2016
    
    
    
    396
    
    
    Non-recourse, fixed rateVictor Building
    
    Washington
    
    
    5.39
    
    
    
    2016
    
    
    
    47
    
    
    Non-recourse, fixed rateMarina Towers
    
    Los Angeles
    
    
    5.84
    
    
    
    2016
    
    
    
    21
    
    
    Non-recourse, fixed rateMezzanine debt
    
    
    
    
    7.85
    
    
    
    2011
    
    
    
    3,102
    
    
    Non-recourse, floating rateCMBS Pool debt
    
    
    
    
    6.10
    
    
    
    2011
    
    
    
    600
    
    
    Non-recourse, floating rateCMBS Pool debt
    
    
    
    
    6.83
    
    
    
    2008/2011
    
    
    
    473
    
    
    Non-recourse, fixed rate5,799Canadian FundFirst Canadian Place
    
    Toronto
    
    
    8.06
    
    
    
    2009
    
    
    
    60
    
    
    Non-recourse, fixed rateO&Y portfolio debt
    
    
    
    Various
    
    
    2007
    
    
    
    139
    
    
    Various terms199Corporate and OtherTerm facility
    
    
    
    
    6.82
    
    
    
    2008
    
    
    
    300
    
    
    Recourse, floating rateDevelopment and other debt
    
    
    
    Various
    
    Various
    
    
    318
    
    
    Various termsTotal(2)
    
    
    
    
    6.80
    %
    
    
    
    
    
    $
    11,219
 (1)
    
    Included in restricted cash and deposits is $249 of securities to match interest
and principal payments on this commercial property debt(2)
    
    sIncludes $34 million of commercial property debt associated with liabilities related
to assets held for sale
 12




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##### 



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




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##### 



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




---



##### 



Boston, Massachusetts
    Brookfield Properties Direct
 LeasableArea
    
    Form and PercentageProperty
    
    
    (000s Sq.Ft.)
    
    of Ownership
    
    Description53 State Street
    
    
    1,161
    
    
    51% leasehold interest.
A Deutsche Bank fund
owns the remaining 49%
leasehold interest.
    
    53 State Street is the successful union of the historic granite and marble
Boston Stock Exchange Building with a 40-story, reflective glass, modern office
tower. The two buildings are connected by a seven-story, glass-enclosed atrium.75 State Street
    
    
    1,002
    
    
    51% fee interest. A
Deutsche Bank fund owns
the remaining 49% fee
interest.
    
    75 State Street includes a 685-space underground parking garage and is located
in the heart of Bostons financial district adjacent to Faneuil Hall, Quincy
Market. The 31-story office tower, completed in 1988. It is clad in five types
of granite accented with gold leaf and has a six story great hall finished in
seven types of marble with mahogany and bronze accents.
 15




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##### 



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




---



##### 



U.S. Office Fund
 Leasable AreaProperty
    
           (000s Sq.Ft.)
    
    Ownership Structure
    
    Description1225 Connecticut Avenue
    
    
    269
    
    
    100% fee interest.
    
    1225 Connecticut Avenue is a freestanding 8-story structure with windows on all
four sides. Originally built in 1968, the property was renovated in 1994 and
offers restaurants, retail and underground parking on-site. The property will
be renovated later this year and delivered in late 2008.1200 K Street
    
    
    434
    
    
    100% fee interest.
    
    Built in 1992, 1200 K Street is a 12-story building that is well located in the
East End submarket of Washington, D.C. This office building is currently
leased to PBGC in its entirety.1250 23rd Street
    
    
    132
    
    
    100% fee interest.
    
    1250 23rd St. was designed by H. Saka & Associates and opened in 1990.1250 Connecticut
    
    
    198
    
    
    100% fee interest.
    
    A unique downtown building, 1250 Connecticut Avenue is a freestanding 8-story
structure with windows on all four sides. Originally built in 1964, the property
was renovated in 1996 and offers restaurants, retail and underground parking on
site.1400 K Street
    
    
    224
    
    
    100% fee interest.
    
    1400 K was designed by Skidmore, Owings & Merrill and opened in 1981. Located in
the East End business district, the building has views of beautiful Franklin
Park. The lobby and entrance were renovated in 2002. The 12-story building has
windows on all four sides allowing abundant natural light.2000 L Street
    
    
    383
    
    
    100% fee interest.
    
    Centrally located in the CBD, 2000 L Street is an 8-story office building
designed by RTKL Associates and opened in 1968. In 1998, the building entrance,
lobby, storefronts and common areas were remodeled. A large 44,000 SF floor
plate offers remarkable flexibility and efficiency for tenants large and small.2001 M Street
    
    
    264
    
    
    98% fee interest. The
remaining 2% is owned b
other partners.
    
    Built in 1987, this 9-story office building is considered one of the most
y prominent office buildings in the Washington, DC market. Located in the West
End of the Central Business District and within the Golden Triangle BID, this
beautiful, polished granite, Class A building has abundant parking and is close
to numerous restaurants and shopping.2401 Pennsylvania Ave
    
    
    93
    
    
    100% fee interest.
    
    Designed by Keyes Condon Florance, 2401 Pennsylvania Avenue was the recipient of
The Washington Chapter of the American Institute of Architects (AIA/DC) Award
for Excellence in Architecture. The mixed-use office, retail and residential
building, built in 1990, is situated on the corner of Pennsylvania Avenue right
at Washington Circle.Bethesda Crescent
    
    
    336
    
    
    100% fee interest.
    
    Designed by Keyes Condon Florance, Bethesda Crescent is comprised of three
office buildings.Silver Spring Metro Plaza
    
    
    771
    
    
    100% fee interest.
    
    Silver Spring Metro Plaza is comprised of three buildings conveniently located
in the downtown Silver Spring business district and adjacent to the Metrorail,
Marc Train and Metrobus depot.One Reston Crescent
    
    
    185
    
    
    100% fee interest.
    
    One Reston Crescent, the first building of the Reston Crescent development, is a
six-story structure with state-of-the-art building systems and an elegant
two-story lobby. Reston Crescent is a 36-acre, carefully phased master
development set in a wooded park along the Dulles Corridor in Reston, Virginia.Sunrise Tech Park
    
    
    316
    
    
    100% fee interest.
    
    Sunrise Technology Park is a professional complex of four contemporary office
and research and development buildings situated in Northern Virginias
Reston/Herndon Corridor. Each single story structure features wrap-around window
lines.Two Ballston Plaza
    
    
    223
    
    
    100% fee interest.
    
    Two Ballston Plaza is an 11 floor building located at the west end of the
Rosslyn-Ballston corridor. Commuters enjoy convenience to the Ballston Metro
Station and quick access to Interstate 66. The property is easily accessible to
both Ronald Reagan National Airport and Dulles International Airport.Victor Building
    
    
    343
    
    
    49.9% of the fee
interest. The remainin
interest is held by
Principal.
    
    Completed in 2000, the Victor Building is located in the East End submarket in
g Washington, DC. It is a freestanding 9-story office building. The lobby has
recently been renovated.1550 & 1560 Wilson Blvd
    
    
    334
    
    
    100% fee interest.
    
    Part of an office community, the project is comprised of 2 buildings. The 1550
building is a 7-story pre-cast concrete building built in 1984 with efficient
20,000 square foot floor plates. The lobby was upgraded in 2001 with an
earth-tone marble floor and light wood accents on the walls. The 1560 building
is 12 stories tall and was delivered in 1986 with a glass curtain wall system
offering sweeping views of Arlington, Virginia.
 17




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##### 



Toronto, Ontario
    Brookfield Properties Direct
 Leasable Area
    
    Form and PercentageProperty
    
           (000s Sq.Ft.)
    
    of Ownership
    
    DescriptionBCE Place
    
    
    
    
    
    
    
    BCE Place consists of almost 3.5 million square feet of rentable commercial
space comprising two high-rise office towers located in Torontos financial
core in the block bounded by Bay, Wellington, Yonge and Front Street. A
90-foot high glass enclosed galleria integrates the two office towers, the
related retail space, the Hockey Hall of Fame and 13 other historical
buildings. With direct access to Union Station, the Metro Toronto subway
system and Commerce Court, BCE Place is a key point of entry in the
underground pedestrian walkway system in Toronto.- Bay Wellington Tower
    
    
    1,340
    
    
    100% fee interest.
    
    The Bay Wellington Tower is a 47 story tower located on the northern portion
of BCE Place.- TD Canada Trust Tower
    
    
    1,144
    
    
    50% fee interest. The
remaining 50% interest is
owned by OMERS Realty
Corporation.
    
    The TD Canada Trust Tower is a 51 story tower located on the southern portion
of BCE Place.- 22 Front Street ,
Retail and Parking
    
    144 and 805
    
    100% fee interest in 22
Front Street, a 75%
interest in Retail &
Parking, BCE Place. The
remaining 25% interest is
owned by Omers Realty
Corporation.
    
    This retail, heritage, office and parking complex is located between the TD
Canada Trust and Bay Wellington Towers and encompasses the office space in
the historic and entertainment portion of BCE Place with the retail on the
concourse and main street levels as well as 1,465 below-grade parking stalls
serving the BCE Place complex and downtown district.The Exchange Tower Block
    
    
    
    
    
    
    
    The Exchange Tower Block consists of two office towers including the Exchange
Tower and 105 Adelaide, and the retail and parking components of the
complex.- Exchange Tower
    
    
    1,160
    
    
    50% leasehold interest in
the North parcel
(containing a three story
building) and a freehold
and leasehold interest in
the South Parcel (which
includes the Exchange
Tower). The remaining
50% leasehold and
freehold interests are
held by TTC Pension Fund
(25%) and Hospitals of
Ontario Pension Fund
(25%).
    
    Exchange Tower is located in Torontos financial core at the corner of York
and King Streets. The office property is integrated with the Toronto
financial core and the underground pedestrian network as a component of the
Exchange Tower Block.- 105 Adelaide Street West
    
    
    232
    
    
    100% leasehold interest
and a 25% interest in the
Canadian Office Funds
50% interest.
    
    105 Adelaide Street West, also known as Lombard Place, is a 12-storey office
property located in the financial core between the Exchange Tower and First
Canadian Place. This class A building was completely renovated in 1990.Hudsons Bay Centre
    
    
    1,092
    
    
    100% leasehold interest
and 100% fee interest in
certain components.
    
    The Hudsons Bay Centre comprises an office tower at 2 Bloor Street East, The
Bay department store, Marriott Hotel, apartments, condominiums and an
extensive retail concourse with a variety of retail shops and services.
Directly above the intersection of two subway lines at the corner of Yonge
and Bloor Streets and in close proximity to the Don Valley Expressway, HBC
offers excellent accessibility.
 18




---



##### 



Leasable Area
    
    Form and PercentageProperty
    
    (000s Sq.Ft.)
    
    of Ownership
    
    DescriptionQueens Quay Terminal
    
    
    504
    
    
    100% fee interest.
    
    Queens Quay Terminal is located in the waterfront in downtown Torontos
financial district. The property also contains 72 condominium units which
are owned freehold by other parties.HSBC Building
    
    
    225
    
    
    100% fee interest in 2/3
of the property and a
100% leasehold interest
in 1/3 of the property.
    
    The HSBC Building is located in Torontos financial core at the corner of
Wellington and York Streets. The project is a 17-story office tower completed
in 1991 and is integrated with the Toronto financial core and underground
pedestrian network.
 Canadian Office Fund
 Leasable AreaProperty
    
           (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionFirst Canadian Place
    
    
    2,781
    
    
    50% fee interest. The
other 50% interest owner
is a Canadian life
insurance company.
    
    Located in downtown Toronto, First Canadian Place is a complex consisting of
 office, banking, shopping complex and parking. With 72-storeys, the office
tower has remained unchallenged as the tallest office building in Canada
since it was constructed in 1975.2 Queen St. E.
    
    
    545
    
    
    100% fee and leasehold
interest.
    
    2 Queen Street East, also known as Manulife Tower, is situated in Torontos
financial core and is the citys newest downtown office tower. The
propertys unique design incorporates a historic 1910 bank branch. The
property provides a direct connection to the citys underground pedestrian
walkway and is integrated with the Queen Street subway station.151 Yonge St.
    
    
    371
    
    
    100% fee interest.
    
    The Yonge Richmond Centre is situated in Torontos financial core. The
property provides a direct connection to the citys underground pedestrian
walkway and is connected to the Manulife Tower to the north as well as the
Queen Street subway station.2 St. Clair Ave. W.
    
    
    299
    
    
    100% fee interest.
    
    2 St. Clair Avenue West is situated in Torontos St. Clair office market, one
of the citys three mid-town office nodes. The area contains an office space
inventory of approximately 2.5 million square feet and is characterized as an
upscale neighborhood with an above average income demographic18 King St. E.
    
    
    251
    
    
    100% leasehold interest.
    
    18 King Street East is situated in Torontos financial core. The property is
steps away from the King Street subway station and the citys underground
pedestrian walkway.40 St. Clair Ave. W.
    
    
    149
    
    
    100% fee interest.
    
    40 St. Clair Avenue West is situated in Torontos St. Clair office market,
one of the citys three mid-town nodes.4342 Queen Street
(Niagara Falls, Ontario)
    
    
    209
    
    
    100% fee interest.
    
    4342 Queen Street West is situated in Niagara Falls, Ontario. Its tenant
base has access to the Canada/U.S. border crossings and it is connected to
all major highway routes, both in the USA and Canada. The property offers
modern and efficient systems and tenant improvement finishes and is as such
the highest quality Class A office building in the entire Niagara region.
 19




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##### 



Calgary, Alberta
    Brookfield Properties Direct
 Leasable Area
    
    Form and PercentageProperty
    
           (000s Sq.Ft.)
    
    of Ownership
    
    DescriptionBankers Hall
    
    
    2,693
    
    
    50% fee interest. The
remaining 50% interest
is owned by BCIMC.
    
    Bankers Hall complex is comprised of three towers, East Tower, West Tower and
the Royal Bank Building. The East and West Towers and twin 50-story office
towers sitting above a seven-story office/retail podium that integrates the
historic Hollingsworth Building and the adjacent 24-story Royal Bank Building.
Parking is provided for 1,160 vehicles in a six-level underground parking garage
and an eight-level above ground parking lot.Petro-Canada Centre
    
    
    1,952
    
    
    50% fee interest. The
remaining 50% interest
is owned by ARCI Ltd.
    
    Petro-Canada Centre consists of a two-tower office-retail complex and
underground parking garage. The office towers are 52-story west tower and the
32-story east tower. The property is located in the Calgary central business
district and is connect to the above-ground pedestrian network. The property was
constructed in 1983 and is one of the top three office complexes in Calgary.Fifth Avenue Place
    
    
    1,681
    
    
    50% fee interest. The
remaining 50% interest
is owned by Alberta
Investment Management.
    
    Fifth Avenue Place is comprised of two 35-story office towers. Fifth Avenue
place is connected to the above-ground pedestrian network, was completed in
1980, and since acquisition has undergone a substantial capital investment
program.
 Canadian Office Fund
 Leasable AreaProperty
    
           (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionGulf Canada Square
    
    
    1,141
    
    
    100% fee interest.
    
    Gulf Canada Square, located along bustling 9th Avenue in the heart of Calgarys
business district, is comprised of 20 floors of office and retail space. Gulf
Canada Square pioneered the open landscape office concept with its large floor
plate. The spacious large floor plates contain up to 80,000 square feet per
floor. Constructed in 1979, Gulf Canada Square was extensively renovated in
1989-1990.Altius Centre
    
    
    378
    
    
    100% fee interest.
    
    Altius Centre is situated in the heart of downtown Calgary. The Property is
directly connected to the citys Plus 15 above ground walkway system.
 20




---



##### 



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




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##### 



Southern California
  Los Angeles CBD
  U.S. Office Fund
 Leasable AreaProperty
    
           (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionFigueroa at Wilshire
    
    
    1,162
    
    
    100% fee interest.
    
    The 52-story office tower, completed in 1990, features a Brazilian Rose
polished granite exterior, two dramatic, 75-foot high atria lobbies, and
an open-air plaza highlighted by a 36-foot tall fire and water feature.Bank of America Plaza
    
    
    1,765
    
    
    100% fee interest.
    
    Bank of America Plaza was completed in 1974. The 55-story, is situated
on a 4.21-acre site that features a unique formal garden with over 200
trees and three 24-foot waterfalls. Near the buildings main entrance is
the 42-foot-high Four Arches sculpture by Alexander Calder.Ernst & Young Tower
    
    
    1,636
    
    
    100% fee interest.
    
    Ernst & Young Plaza, completed in 1985, is located in the heart of
downtown LAs central business district, providing spectacular views of
the City. The project consists of a 41-story and a 330,000 square foot
multi-level retail mall. The tower was designed by Skidmore, Owings &
Merrill, and is positioned on a landscaped, open air, 2.5 acre plaza.
 Los Angeles Westside
  U.S. Office Fund
 Leasable AreaProperty
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionMarina Towers
    
    
    468
    
    
    50% leasehold interest.
A family trust holds the
remaining 50% interest.
    
    This two tower property was built in 1971. It offers terrific views of
the Ocean Marina and has easy access to the San Diego (405) and Marina
Airport (90) freeways, and Los Angeles International Airport.5670 Wilshire Blvd.
    
    
    409
    
    
    100% fee interest.
    
    5670 Wilshire Boulevard is a 27-story office building, built in 1964 and
renovated in 1991. Outside of the serene granite clad lobby is a
landscaped courtyard leading to the 5 story parking structure.9665 Wilshire Blvd.
    
    
    226
    
    
    100% fee interest.
    
    9665 Wilshire Boulevard is a 10-story office building located in Beverly
Hills. The building was built in 1972 and renovated in 1993.Westwood Center
    
    
    316
    
    
    100% fee interest.
    
    Westwood Center is a 22-story office building, built in 1965 and
completely renovated in 2000. Awarded the International BOMA Award in
2000, the building features floor-to-ceiling glass, a beautifully
designed lobby with abundant natural light, and state of the art
communication systems.World Savings Center
    
    
    639
    
    
    100% leasehold interest.
    
    Built in 1983, World Savings Center is a prominent 25-story Class A
office building located in the Brentwood area of Los Angeles. The
building offers large floor plates, beautiful ocean, city and mountain
views, and is within walking distance of Brentwoods many restaurants,
banks and retail services.
 22




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##### 



Leasable AreaProperty
    
           (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionHoward Hughes Center
    
    
    
    
    
    
    
    Howard Hughes Center is a first-class multi-building project located on
the Westside of Los Angeles, and convenient to the Los Angeles
International Airport, Marina Del Rey and the South Bay. The complex
includes lushly landscaped plazas, restaurants, theaters, an upscale
health club and retail services. The Center is strategically located on
a high profile site along the 405 freeway, with dedicated freeway ramps
to and from the Center.- 6060 Center Drive
    
    
    370
    
    
    100% fee interest.
    
    6060 Center Drive is a 10-story office building, completed in 1999. It
is nestled against a gentle water feature adjoining the main central
courtyard and large, 25,000 foot floor plates. The building includes
20,000 square feet of basement space.- 6080 Center Drive
    
    
    451
    
    
    100% fee interest.
    
    6080 Center Drive is a 12-story office building, completed in 2001. The
lobby features natural stone and glass, and incorporates within the
striking adjacent exterior landscape for a distinctly sophisticated
feel. The building includes 20,000 square feet of basement space.- 6601 Center Drive
    
    
    148
    
    
    100% fee interest.
    
    Also known as Northpoint Tower, this 7-story office building was
completed in 1991 and sits at the tip of the center, providing parapet
signage clearly visible to the highly-traveled 405 freeway.- Howard Hughes Tower
    
    
    459
    
    
    100% fee interest.
    
    Howard Hughes Tower is a 16-story Class A office building with
efficient floor plates and unobstructed views. The first building in
the complex, the Tower was built in 1987 and renovated in 2001, with
current elevator and lobby renovations in progress- Spectrum Club
    
    
    37
    
    
    100% fee interest.
    
    This single-user building was constructed and leased as a health club,
providing a first-class amenity to the surrounding complex and
neighboring revitalized community.
 Long Beach
  U.S. Office Fund
 Leasable AreaProperty
    
           (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionLandmark Square
    
    
    655
    
    
    100% fee interest.
    
    Located in downtown Long Beach, Landmark Square, 111 West Ocean
Boulevard, was built in 1991 and features approximately office space on
24 floors. Entry to the building is equally impressive featuring
granite throughout the lobby, high ceilings, and unique works by local
artists.
 23




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##### 



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




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##### 



Houston
    U.S. Office Fund
 Leasable AreaProperty
    
           (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionCullen Center
    
    
    
    
    
    
    
    The Cullen Center office complex offers a unique combination of Class
A and Class B office space in one mixed-use complex.- 500 Jefferson
    
    
    434
    
    
    100% fee interest.
    
    500 Jefferson, comprising approximately 20 floors.- Continental Center 1
    
    
    1,509
    
    
    100% fee interest.
    
    Continental Center I comprises approximately 51 floors.- Continental Center 2
    
    
    530
    
    
    100% fee interest.
    
    Continental Center II comprises approximately 20 floors.- Kellogg Brown & Root 
Tower
    
    
    1,302
    
    
    50% fee interest and
ground lease interest.
    
    Kellogg Brown & Root Tower comprises approximately 40 floors.Allen Center
    
    
    3,183
    
    
    100% fee interest.
    
    Allen Center is a Class A office complex in downtown Houston
consisting of One Allen Center (34 floors), Two Allen Center (36
floors), Three Allen Center (50 floors), and Four Allen Center (50
floors). Allen Center is the only downtown development that
incorporates a significant amount of green space into the common area
plazas. Four Allen Center is currently classified as a development
property
 25




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##### 



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




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##### 



Minneapolis, Minnesota
    Brookfield Properties Direct
 Leasable Area
    
    Form and PercentageProperty
    
    (000s Sq.Ft.)
    
    of Ownership
    Description33 South Sixth Street /City 
Center
    
    
    1,777
    
    
    WRAP mortgage lender.
    
    33 South Sixth
Street property is
located in
Minneapolis on the
Nicollet Mall
between 6th and 7th
Streets in the
downtown core. The
project consists of
a 52-story office
tower containing
1,082,000 square
feet of rentable
office space, a
234,000 square
foot, two-level
retail center,
136,000 square feet
of additional
office space within
the retail center,
and a six-level
325,000 square foot
parking facility
for 687 vehicles.
The project was
completed in 1983
and the retail
component was
extensively
renovated in 1993
and again in 2005.
The property is
integrated with the
companys Gaviidae
Common retail
center and is also
adjacent to Macys
flagship department
store. The
property includes
the 602-room
Marriott Hotel that
is constructed on a
land lease until
2036 at a fixed
minimum rental rate
plus a percentage
of gross revenue
from the hotel over
a base amount.Dain Plaza /Gaviidae 
Commons I & II
    
    
    1,231
    
    
    100% fee interest.
    
    Dain Plaza is a
mixed-use office
and retail complex
consisting of
1,231,000 rentable
square feet in the
Minneapolis
financial district
stretching between
5th and 6th Street
on the Nicollet
Mall. The office
component comprises
593,00 square feet,
and the retail
component consists
of Gaviidae Common
Phases I and II.
Gaviidae Common are
442,000 square
foot, consisting of
a four and
five-level retail
centers in
downtown
Minneapolis. The
property is located
immediately west of
the 33 South Sixth
Street building,
and diagonally
across from Macys
department store.
The project is
anchored by Saks
Off Fifth and
Neiman Marcus which
features waterfalls
and extensive
natural light. The
first phase
contains parking
for 490 vehicles
consisting of
138,000 square feet
and 254,000 of
square foot retail
and office area
which is anchored
at one end of Saks
Fifth Avenue.
Phases II consists
of 69,000 square
feet of retail
stores and a
119,000 square foot
Neiman Marcus
store, and also has
210 underground
parking stalls
consisting of
58,000 square feet.
 27




---



##### 



Edmonton, Alberta
  Canadian Office Fund
 Leasable AreaProperty
    
    (000s Sq.Ft.)
    
    Ownership Structure
    
    DescriptionCanadian Western 
Bank Place
    
    497
    
    
    
    100% fee interest.
    
    Canadian Western
Bank Place is
situated in the
heart of downtown
Edmonton, an office
market that
encompasses
approximately 13.5
million square feet
of space.Enbridge Tower
    
    213
    
    
    
    100% fee interest.
    
    Enbridge Tower is
situated in the
heart of downtown
Edmonton, an office
market that
encompasses
approximately 13.5
million square feet
of space.
 Vancouver, British Columbia
   Brookfield Properties Direct
 Leasable Area
    
    Form and PercentageProperty
    
    (000s Sq.Ft.)
    
    of Ownership
    
    DescriptionRoyal Centre
    
    853
    
    
    
    100% fee interest.
    
    Royal Centre is a
Class A office
building located in
the prime central
business district
of downtown
Vancouver. This
853,000 square
foot, 37-storey
building is
adjacent to the
Vancouver Hyatt
Regency Hotel and
is conveniently
situated close to
Robson Street shops
and restaurants.
The property has
two retail levels
with direct access
to Burrard Skytrain
station, in
addition to parking
for 737 vehicles in
a three-level
underground parking
garage.
 28




---



##### 



Service Businesses
 Brookfield LePage Johnson Controls Facility Management Services
  Brookfield Residential Management Services
  Employees
  29




---



##### 



Company And Real Estate Industry Risks
   Our economic performance and the value of our real estate assets are subject to the risks
incidental to the ownership and operation of real estate properties.
  We are dependent upon the economic climates of our primary markets.
  Because real estate investments are illiquid, we may not be able to sell properties when
appropriate.
  We face risks associated with the use of debt to finance our business, including refinancing risk.
   30




---



##### 



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.
  31




---



##### 



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.
        32




---



##### 



Impact of terrorism may continue to have a negative impact on our results of operations.
  We do not have sole control over the properties that we own with co-venturers, partners, fund
investors or co-tenants or over the revenues and certain decisions associated with those
properties, which may limit our flexibility with respect to these investments
   We face risks associated with property acquisitions.
  We are subject to possible environmental liabilities and other possible liabilities.
  33




---



##### 



The expiration of long-term ground leases could adversely affect our results of operations.
  Building
    
    City
    
    Expiration
    
    Notes105 Adelaide Street West
    
    Toronto
    
    2013First Canadian Place
    
    Toronto
    
    202353 State Street
    
    Boston
    
    2039
    
    We own the ground lessor.  The joint ventureowning the property has a purchase option toacquire this lease exercisable in 2029.Continental Center II
    
    Houston
    
    2058, 2059
    
    There are two ground leases for this property.Marina Towers
    
    Los Angeles
    
    2063World Savings Center
    
    Los Angeles
    
    2066Place de Ville I
    
    Ottawa
    
    2065
    
    There are two ground leases for this property.18 King Street
    
    Toronto
    
    2067One, Two, Three and Four
World Financial Center
    
    New York
    
    2069701 B Street
    
    San Diego
    
    2069, 2076
    
    There are two ground leases for this property.Hudsons Bay Centre
    
    Toronto
    
    2070, 2011
    
    There are two ground leases for this property.HSBC Building (70 York Street)
    
    Toronto
    
    2083
    
    Ground lease only covers a portion of the property707 Broadway
    
    San Diego
    
    2089
    
    There are two ground leases for this property.2 Queen Street East
    
    Toronto
    
    2099Bankers Hall
    
    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.Kellogg Brown & Root Tower
    
    Houston
    
    2057Exchange Tower
    
    Toronto
    
    2891, 2115,
    
    There are three ground leases for this property.2232
    
    We own a 50% interest in the ground lessor of aportion of the property.
 The impact of foreign exchange fluctuations may have a negative impact on our future revenues
and net income.
  34




---



##### 



The failure of Trizec Properties, Inc. (TRZ II) to qualify as a REIT under U.S. tax rules would
have adverse tax consequences which could materially affect the cash flows we realize from our
interest in the Trizec portfolio.
  
    
    TRZ II will be subject to tax on its taxable income at regular corporate rates;
    
    TRZ II will not be able to deduct, and will not be required to make, distributions to
its stockholders, including us, in any year in which it fails to qualify as a REIT;
    
    TRZ II could be subject to federal alternative minimum tax and/or increased state and
local taxes; and
    
    unless TRZ II is entitled to relief under specific statutory provisions, it will be
disqualified from taxation as a REIT for the four taxable years following the year during
which it lost its qualification.
  Even if TRZ II qualifies as a REIT, it is required to pay some taxes, which may result in less cash
available for distribution to its stockholders.
     35




---



##### 



If we were a passive foreign investment company, or PFIC, for U.S. federal income tax purposes,
U.S. shareholders generally would be subject to adverse U.S. federal income tax consequences.
  36




---



##### 



DIVIDENDS AND DIVIDEND POLICY
    2006
    
    
    2005
    
    
    2004Per common share
    
    $
    0.75
    
    
    $
    0.65
    
    
    $
    0.42Total
    
    
    173,381,408
    
    
    
    150,245,310
    
    
    $
    96,422,829
  (US$, except share information)Authorized
    
    
    Outstanding
    
    
    
    
    
    
    2006
    
    
    2005
    
    
    20046,312,000
    
    
    
    6,312,000
    
    
    Class A redeemable voting
    
    $
    1,047,353
    
    
    $
    978,099
    
    
    $
    910,3732,000,000
    
    
    
    2,000,000
    
    
    Class AA Series E
    
    
    1,756,069
    
    
    
    1,254,770
    
    
    
    1,086,3548,000,000
    
    
    
    8,000,000
    
    
    Class AAA Series E
    
    
    7,137,471
    
    
    
    5,087,739
    
    
    
    4,324,6588,000,000
    
    
    
    8,000,000
    
    
    Class AAA Series F
    
    
    10,619,469
    
    
    
    9,917,355
    
    
    
    9,230,7696,000,000
    
    
    
    4,400,000
    
    
    Class AAA Series G
    
    
    5,775,000
    
    
    
    5,775,000
    
    
    
    5,775,0008,000,000
    
    
    
    8,000,000
    
    
    Class AAA Series H
    
    
    10,176,991
    
    
    
    9,504,132
    
    
    
    8,846,1548,000,000
    
    
    
    8,000,000
    
    
    Class AAA Series I
    
    
    9,203,540
    
    
    
    8,595,041
    
    
    
    8,000,0008,000,000
    
    
    
    8,000,000
    
    
    Class AAA Series J
    
    
    8,849,558
    
    
    
    8,264,463
    
    
    
    5,128,1856,000,000
    
    
    
    6,000,000
    
    
    Class AAA Series K
    
    
    6,902,665
    
    
    
    6,446,281
    
    
    
    1,147,52361,468,106
    
    
    $
    55,822,880
    
    
    $
    44,449,016
 DESCRIPTION OF CAPITAL STRUCTURE
 General Description of Capital Structure
  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
        37




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##### 



Appendix C www.brookfieldproperties.com , www.sedar.com
 38




---



##### 



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
  39




---



##### 



MARKET FOR SECURITIES
   TSX(1)
    
    NYSE(2)Price (C$)
    
    
    
    
    
    Price (US$)Month
    
    High
    
    Low
    
    Volume
    
    High
    
    Low
    
    VolumeJanuary
    
    
    35.99
    
    
    
    33.68
    
    
    
    1,402,064
    
    
    
    30.82
    
    
    
    29.17
    
    
    
    5,263,600February
    
    
    35.10
    
    
    
    33.25
    
    
    
    5,907,140
    
    
    
    30.93
    
    
    
    28.70
    
    
    
    8,966,400March
    
    
    39.90
    
    
    
    33.11
    
    
    
    3,125,360
    
    
    
    34.16
    
    
    
    29.40
    
    
    
    13,453,200April
    
    
    40.00
    
    
    
    34.99
    
    
    
    1,798,436
    
    
    
    34.06
    
    
    
    31.02
    
    
    
    6,421,700May
    
    
    36.63
    
    
    
    31.20
    
    
    
    1,946,873
    
    
    
    32.98
    
    
    
    29.61
    
    
    
    6,670,300June
    
    
    36.33
    
    
    
    31.92
    
    
    
    1,966,335
    
    
    
    32.58
    
    
    
    29.24
    
    
    
    7,529,000July
    
    
    39.02
    
    
    
    35.11
    
    
    
    895,290
    
    
    
    34.22
    
    
    
    32.00
    
    
    
    5,000,100August
    
    
    39.22
    
    
    
    36.40
    
    
    
    1,523,414
    
    
    
    35.45
    
    
    
    32.79
    
    
    
    6,686,100September
    
    
    41.87
    
    
    
    38.89
    
    
    
    1,524,975
    
    
    
    37.50
    
    
    
    35.01
    
    
    
    7,960,500October
    
    
    42.95
    
    
    
    39.11
    
    
    
    1,590,930
    
    
    
    38.00
    
    
    
    35.01
    
    
    
    7,461,900November
    
    
    46.36
    
    
    
    40.90
    
    
    
    1,719,781
    
    
    
    40.47
    
    
    
    36.27
    
    
    
    7,596,400December
    
    
    47.60
    
    
    
    43.55
    
    
    
    4,090,985
    
    
    
    41.70
    
    
    
    37.99
    
    
    
    19,570,400
 
 (1)
    
    Source, TSX Market Data(2)
    
    Source, Sun Guard  Price (C$)Month
    
    High
    
    Low
    
    VolumeJanuary
    
    
    28.00
    
    
    
    27.00
    
    
    
    57,162February
    
    
    27.89
    
    
    
    27.30
    
    
    
    84,285March
    
    
    27.88
    
    
    
    27.07
    
    
    
    167,475April
    
    
    27.59
    
    
    
    26.45
    
    
    
    93,284May
    
    
    27.50
    
    
    
    26.80
    
    
    
    41,945June
    
    
    27.69
    
    
    
    26.78
    
    
    
    99,942July
    
    
    27.35
    
    
    
    26.75
    
    
    
    28,438August
    
    
    28.40
    
    
    
    27.00
    
    
    
    46,596September
    
    
    28.20
    
    
    
    27.11
    
    
    
    97,864October
    
    
    27.48
    
    
    
    27.11
    
    
    
    77,074November
    
    
    27.95
    
    
    
    27.30
    
    
    
    36,104December
    
    
    27.98
    
    
    
    27.16
    
    
    
    57,045
  Price ($)Month
    
    High
    
    Low
    
    VolumeJanuary
    
    
    26.85
    
    
    
    26.00
    
    
    
    87,885February
    
    
    26.35
    
    
    
    25.99
    
    
    
    50,785March
    
    
    26.25
    
    
    
    25.01
    
    
    
    72,889April
    
    
    25.20
    
    
    
    24.40
    
    
    
    75,046May
    
    
    25.05
    
    
    
    24.52
    
    
    
    66,097June
    
    
    25.70
    
    
    
    24.61
    
    
    
    63,263July
    
    
    25.40
    
    
    
    24.60
    
    
    
    25,360August
    
    
    26.10
    
    
    
    25.00
    
    
    
    188,430September
    
    
    25.63
    
    
    
    24.80
    
    
    
    76,813October
    
    
    25.60
    
    
    
    25.00
    
    
    
    54,983November
    
    
    25.80
    
    
    
    25.27
    
    
    
    60,975December
    
    
    25.65
    
    
    
    25.25
    
    
    
    75,525
 40




---



##### 



Price (C$)Month
    
    High
    
    Low
    
    VolumeJanuary
    
    
    27.49
    
    
    
    26.50
    
    
    
    88,255February
    
    
    27.86
    
    
    
    27.01
    
    
    
    182,905March
    
    
    27.79
    
    
    
    27.20
    
    
    
    138,970April
    
    
    27.50
    
    
    
    26.16
    
    
    
    90,470May
    
    
    26.85
    
    
    
    26.22
    
    
    
    192,800June
    
    
    27.04
    
    
    
    26.15
    
    
    
    77,058July
    
    
    26.71
    
    
    
    26.25
    
    
    
    34,935August
    
    
    26.90
    
    
    
    26.21
    
    
    
    84,810September
    
    
    27.11
    
    
    
    26.51
    
    
    
    28,530October
    
    
    26.92
    
    
    
    26.42
    
    
    
    100,545November
    
    
    27.57
    
    
    
    26.92
    
    
    
    39,765December
    
    
    27.69
    
    
    
    27.24
    
    
    
    57,619
  Price (C$)Month
    
    High
    
    Low
    
    VolumeJanuary
    
    
    26.89
    
    
    
    26.04
    
    
    
    74,597February
    
    
    26.93
    
    
    
    26.24
    
    
    
    122,258March
    
    
    26.79
    
    
    
    26.33
    
    
    
    95,416April
    
    
    26.50
    
    
    
    25.75
    
    
    
    83,857May
    
    
    26.49
    
    
    
    26.00
    
    
    
    54,070June
    
    
    26.47
    
    
    
    25.60
    
    
    
    104,367July
    
    
    26.49
    
    
    
    26.00
    
    
    
    37,280August
    
    
    26.50
    
    
    
    25.95
    
    
    
    121,823September
    
    
    26.63
    
    
    
    26.11
    
    
    
    51,312October
    
    
    26.57
    
    
    
    25.82
    
    
    
    40,159November
    
    
    26.93
    
    
    
    26.41
    
    
    
    51,149December
    
    
    26.90
    
    
    
    26.21
    
    
    
    52,765
  Price (C$)Month
    
    High
    
    Low
    
    VolumeJanuary
    
    
    26.40
    
    
    
    26.06
    
    
    
    169,127February
    
    
    26.49
    
    
    
    25.86
    
    
    
    155,312March
    
    
    26.54
    
    
    
    26.00
    
    
    
    119,227April
    
    
    26.35
    
    
    
    25.27
    
    
    
    125,222May
    
    
    26.27
    
    
    
    25.59
    
    
    
    197,277June
    
    
    26.00
    
    
    
    25.21
    
    
    
    142,085July
    
    
    25.94
    
    
    
    25.10
    
    
    
    62,862August
    
    
    25.89
    
    
    
    25.22
    
    
    
    91,984September
    
    
    26.16
    
    
    
    25.65
    
    
    
    109,065October
    
    
    26.40
    
    
    
    25.95
    
    
    
    79,520November
    
    
    26.59
    
    
    
    26.05
    
    
    
    137,688December
    
    
    26.60
    
    
    
    25.99
    
    
    
    100,170
  Price (C$)Month
    
    High
    
    Low
    
    VolumeJanuary
    
    
    26.41
    
    
    
    26.01
    
    
    
    82,816February
    
    
    26.59
    
    
    
    26.00
    
    
    
    84,285March
    
    
    26.55
    
    
    
    25.97
    
    
    
    114,962April
    
    
    26.29
    
    
    
    25.50
    
    
    
    84,471May
    
    
    26.10
    
    
    
    25.52
    
    
    
    94,740June
    
    
    26.45
    
    
    
    25.34
    
    
    
    113,035July
    
    
    25.80
    
    
    
    25.25
    
    
    
    57,298August
    
    
    26.30
    
    
    
    25.55
    
    
    
    155,090September
    
    
    26.45
    
    
    
    25.70
    
    
    
    99,549October
    
    
    26.65
    
    
    
    25.81
    
    
    
    116,291November
    
    
    27.05
    
    
    
    26.40
    
    
    
    85,740December
    
    
    27.00
    
    
    
    26.54
    
    
    
    82,311
 41




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##### 



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, U.S.A.
    
    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, U.S.A.
    
    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, Canada
    
    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, Canada
    
    1996
    
    
    
    Mr. Flatt has been Managing Partner, 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, Canada
    
    2005
    
    
    
    Mr. Fraser is President Emeritus of the University
of Alberta. He previously served as President and
Vice-Chancellor of the University of Alberta since
January, 1995.PAUL D. MCFARLANE(1)(2)
Mississauga, Ontario, Canada
    
    1998
    
    
    
    Mr. McFarlane is a corporate director. He retired
from a Canadian chartered bank in December 2002
after more than 40 years of service in numerous
branch, regional and head office positions, most
recently as Senior Vice President, Special Loans,
from 1994 until retirement.ALLAN S. OLSON(1)(3)
Spruce Grove, Alberta, Canada
    
    1995
    
    
    
    Mr. Olson has been 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, Canada
    
    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(2)
Bethesda, Maryland, U.S.A
    
    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, U.S.A
    
    2005
    
    
    
    Mr. Stelzl retired from Colony Capital, LLC after
more than fourteen years service as principal and
member of the Investment Committee.WILLIAM C. WHEATON, PH.D.(2)
Hamilton, Massachusetts, U.S.A.
    
    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, U.S.A.
    
    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 42




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##### 



Officers
 ,
 Name, municipality ofresidence
    
    Position Held
    
    Five-year Occupation HistoryTHOMAS F. FARLEY
Calgary, Alberta, Canada
    
    President and Chief
Operating Officer,
Canadian Commercial
Operations
    
    Mr. Farley has held his present principal occupation
since 2002, 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, U.S.A.
    
    President and Chief
Operating Officer, U.S.
Commercial Operations
    
    Mr. Friedrich has held his present principal
occupation since 2003, prior to which he was
Executive Vice President and Chief Operating Officer
of Brookfield Properties New York-based affiliate,
Brookfield Financial Properties, since 2002, 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, U.S.A.
    
    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 Financial Properties
and its predecessor companies including Executive
Vice President, Development and Senior Vice
President, Operations and Development.G. MARK BROWN
New York, New York, U.S.A.
    
    Senior Vice President,
Finance
    
    Mr. Brown has held his present principal occupation
since 2005, prior to which he was Senior Vice
President, Capital Markets for BAM since 2003, prior
to which he was Senior Vice President, Finance of
Brookfield Properties since 2001, 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.BRETT M. FOX
New York, New York, U.S.A.
    
    Senior Vice President
and Corporate 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.KATHLEEN G. KANE
New York, New York, U.S.A.
    
    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, U.S.A.
    
    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, U.S.A.
    
    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, U.S.A.
    
    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.P. KEITH HYDE
Toronto, Ontario, Canada
    
    Vice President, Taxation
    
    Mr. Hyde has held his principal occupation since 1988.MICHAEL P. SULLIVAN
New York, New York, U.S.A.
    
    Vice President, Risk
Management
    
    Mr. Sullivan has held his principal occupation since
2004, prior to which he was Vice President, Casualty
Underwriting at Alea North America and prior to 2000
he held various positions with American Re
Corporation.STEPHANIE A. SCHEMBARI
New York, New York, U.S.A.
    
    Vice President, Human
Resources
    
    Ms. Schembari has held her present principal
occupation since 2005, prior to which she was Vice
President, Human Resources for Bovis Lend Lease.
Prior to that, she held the position of Managing
Director of Human Resources at Insignia Financial
Group, Inc.T. NGA TRINH
Toronto, Ontario, Canada
    
    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.
 43




---



##### 



SHARE OWNERSHIP
  CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS
  LEGAL PROCEEDINGS
  INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
   AUDITORS, TRANSFER AGENT AND REGISTRAR
   44




---



##### 



AUDIT COMMITTEE INFORMATION
  Appendix D
  Relevant Education and Experience
     Pre-Approval Policies and Procedures
  External Auditor Service Fees (By Category)
  45




---



##### 



Service Performed
    
    2006
    
    
    2005Audit fees (1) (2)
    
    $
    2,610,000
    
    
    $
    1,113,000Audit related fees (3) (4)
    
    
    4,395,000
    
    
    
    2,020,000Tax fees
    
    
    505,000
    
    
    
    460,000Total fees
    
    $
    7,510,000
    
    
    $
    3,593,000
 Notes:(1)
    
    Included in this amount is $115,000 and $45,000 (2005 -
$105,000 and $50,000), respectively, relating to the audits of BPO
Properties Ltd. and FPT Brookfield Properties Inc., which are listed
on the Toronto Stock Exchange.(2)
    
    Included in the 2006 and 2005 quarterly review fees are
$80,000 and $40,000 (2005  $62,500 and $45,000), respectively,
relating to the review of BPO Properties Ltd. and FPT Brookfield
Properties Inc. which are listed on the Toronto Stock Exchange.(3)
    
    Included in this amount is $2,360,000 (2005  $915,000),
related to audit of joint ventures of which the companys share is
$825,000 (2005- $309,000)(4)
    
    Included in this amount is $1,140,000 (2005  $460,000)
related to accounting consultations in connection with transactions
and accounting and reporting standards of joint ventures, of which
the companys share is $513,000 (2005  $115,000)     ADDITIONAL INFORMATION
  www.sedar.com www.sec.gov www.brookfieldproperties.com
 46




---



##### 



APPENDIX A  SUBSIDIARIES
  PercentageSubsidiary
    
    
    Interest
    
    Property (including Percentage Interest if less than 100%) /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 (Canada)Brookfield Properties, Inc.
    
    
    100
    %
    
    Holding CompanyCarma Inc.
    
    
    100
    %
    
    Land Development and Housing (US)Brookfield 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 Mountain Inc.
    
    
    100
    %
    
    Capital Federal Block 197, DenverMCC Mortgage L.P.
    
    
    100
    %
    
    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, MinneapolisGaviidae Common Phase II, MinneapolisBrookfield Properties One Bethesda Co. LLC
    
    
    100
    %
    
    One Bethesda Center, MarylandBrookfield Properties 601 South 12th Co. LLC
    
    
    100
    %
    
    601 South 12th Street, VirginiaBrookfield Properties 701 South 12th Co. LLC
    
    
    100
    %
    
    701 South 12th Street, VirginiaBrookfield Properties Holdings Inc.
    
    
    100
    %
    
    Holding CompanyBrookfield Financial Properties, L.P.
    
    
    99.4
    %
    
    Property Management and HoldingsBrookfield Properties One WFC Co. LLC
    
    
    99.4
    %
    
    One World Financial Center, NYWFP Tower B Co. L.P.
    
    
    99.4
    %
    
    Two World Financial Center, NYBFP Tower C Co. LLC
    
    
    99.4
    %
    
    Three World Financial Center, NY (51.47%)WFP Tower D Co. L.P.
    
    
    99.4
    %
    
    Four World Financial Center, NY (51%)BFP One Liberty Plaza Co. LLC
    
    
    99.4
    %
    
    One Liberty Plaza, NYBFP245 Park Co. LLC
    
    
    50.7
    %
    
    245 Park Avenue, NYBFP300 Madison II LLC
    
    
    99.4
    %
    
    300 Madison Avenue, NYBrookfield Properties 53 State Fee Co.
L.P./Brookfield Properties 53 State Co. L.P.
    
    
    99.4
    %
    
    53 State Street, Boston (51%)WFP75 State Street Co. L.P.
    
    
    99.4
    %
    
    75 State Street, Boston (51%)BFP1625 Eye Co. LLC
    
    
    99.4
    %
    
    1625 Eye Street, Washington, D.C.BFP701 9th Co. LLC
    
    
    99.4
    %
    
    701 9th Street, Washington, D.C.77 K Street Tower, LLC
    
    
    49.7
    %
    
    77 K Street, Washington. D.C.BFP Potomac Tower Co. LLC
    
    
    99.4
    %
    
    Potomac Tower, Arlington, VirginiaBrunswash Development Corporation
    
    
    14.9
    %
    
    Fort Washington and Industrial Property, Pennsylvania (50%)WFP Pennland Co. L.P.
    
    
    99.4
    %
    
    Land in Upper Dublin, Pennsylvania (50%)Brookfield Properties W. 33rd Co. L.P.
    
    
    100
    %
    
    West 33rd 9th Avenue, NYWest 31st Street, Inc.
    
    
    100
    %
    
    West 31st 9th Avenue, NYOlympia & York Homes Corporation
    
    
    100
    %
    
    Lot at Chino Hills, CABPO Properties Ltd.
    
    
    89
    %
    
    Holding Company70 York Street Limited
    
    
    89
    %
    
    HSBC Building 70 York Street, TorontoExchange Tower Limited
    
    
    89
    %
    
    Bay-Adelaide Centre, Toronto (50%)335 & 347 Bay Street, Toronto (50%)




---



##### 



PercentageSubsidiary
    
    
    Interest
    
    Property (including Percentage Interest if less than 100%) /Line of BusinessBrookfield Properties (ET) Ltd. and
    
    
    89
    %
    }1211460 Ontario Limited
    
    
    89
    %
    Exchange Tower & Lands, Toronto (50%)1262004 Ontario Limited
    
    
    89
    %
    }1452917 Ontario Limited
    
    
    89
    %

    Queens Quay Terminal & Lands, Toronto1450779 Ontario Limited
    
    
    89
    %
    
    20-22 Front Street E., Toronto1464255 Ontario Limited
    
    
    89
    %
    
    Hudsons Bay Centre, Toronto (25%)1523605 Ontario Limited
    
    
    89
    %
    
    105 Adelaide Street West, Toronto3744469 Canada Inc.
    
    
    89
    %
    
    Royal Centre, Vancouver3945863 Canada Inc.
    
    
    89
    %
    
    Royal Centre Lands, VancouverBrookfield Properties (Bankers Hall) Ltd.
    
    
    89
    %
    
    Bankers Hall, Calgary (50%)Brookfield 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
    %
    
    Altius Centre, Calgary (25%)Canadian Western Bank Place, Edmonton (25%)Enbridge Tower, Edmonton (25%)Acres House, Niagara Falls (25%)2/24 St. Clair Ave. W., Toronto (25%)18 King Street East, Toronto (25%) v40 St. Clair Ave. W., Toronto (25%)BPO Core Trust
    
    
    89
    %
    
    Gulf Canada Square, Calgary (25%)Place de Ville I, Ottawa (25%)Place de Ville II, Ottawa (25%)Place de Ville III, 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
    %BPO GP Ltd.
    
    
    89
    %
    
    Holding CompanyBPO GP Trust
    
    
    89
    %BPO Properties Bay Adelaide LP
    
    
    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%)BPO Properties Bloor Yonge LP
    
    
    89
    %
    
    Hudsons Bay Centre, Toronto (75%)BPO Properties Yonge Adelaide LP
    
    
    89
    %
    
    Yonge Adelaide, TorontoBPO Properties CHS LP and
    
    
    89
    %
    }6640982 Canada Inc.
    
    
    89
    %

    Calgary Herald Site, CalgaryBrookfield Properties Bankers Court LP
    
    
    89
    %
    
    Bankers Court, Calgary (50%)Brookfield FMS Ltd.
    
    
    100
    %
    
    Holding CompanyBrookfield LePage Johnson Controls Facility
Management Services (limited partnership)
    
    
    40
    %
    
    Facilities ManagementBrookfield Homes Holdings Ltd
    
    
    100
    %
    
    Holding CompanyBrookfield Homes (Ontario) Limited
    
    
    100
    %
    
    Land Development and Housing (Ontario)Brookfield Residential Services Ltd.
    
    
    100
    %
    
    Condominium ManagementBrookfield Properties Management LLC
    
    
    100
    %
    
    Property ManagementTRZ Holdings IV LLC
    
    
    45.23
    %
    
    Holding CompanyOne NY Plaza Co. LLC
    
    
    45.23
    %
    
    One New York Plaza, NYNewport Tower Co. LLC
    
    
    45.23
    %
    
    Newport Tower 525 Washington Blvd., Jersey City (49.9%)1114 6th Avenue Co. LLC
    
    
    45.23
    %
    
    1114 Avenue of the Americas (Grace Building), NY1411 TrizecHahn Swig, L.L.C.
    
    
    45.23
    %
    
    1411 Broadway (World Apparel Center), NY (49.9%)1460 Fee TrizecHahn  Swig, L.L.C.
    
    
    45.23
    %
    }1460 Leasehold TrizecHahn  Swig, L.L.C.
    
    
    45.23
    %

    1460 Broadway, NY (99.8%)




---



##### 



PercentageSubsidiary
    
    
    Interest
    
    Property (including Percentage Interest if less than 100%) /Line of BusinessTrizecHahn 1065 Avenue of the Americas LLC
    
    
    45.23
    %
    
    1065 Avenue of the Americas, NY (99%)1250C/2401P Co. LLC
    
    
    45.23
    %
    
    2401 Pennsylvania Avenue, Washington, D.C.1250 Connecticut Avenue, Washington, D.C.1200 K Street II Co. LLC
    
    
    45.23
    %
    }1200 K Street I Co. LLC
    
    
    45.23
    %

    1200 K Street, N.W., Washington, D.C.2000 L Co. LLC
    
    
    45.23
    %
    
    2000 L Street, N.W., Washington, D.C.1400 K Co. LLC
    
    
    45.23
    %
    }1400 K Fee LLC
    
    
    45.23
    %

    1400 K Street, N.W., Washington, D.C.1250 23rd Street Co. LLC
    
    
    45.23
    %
    
    1250 23rd Street, N.W., Washington, D.C.1225 Connecticut Co. LLC
    
    
    45.23
    %
    
    1225 Connecticut Avenue, N.W., Washington, D.C.2001 M Co. LLC
    
    
    44.33
    %
    
    2001 M Street, N.W., Washington, D.C. (49.5%)750 Ninth Street, LLC
    
    
    22.57
    %
    
    Victor Building, Washington, D.C.Bethesda Crescent (Wisconsin) Co. L.P.
    
    
    45.23
    %
    
    Bethesda Crescent 7401 & 7475 Wisconsin Avenue, BethesdaBethesda Crescent (4600) Co. L.P.
    
    
    45.23
    %
    
    Bethesda 4600 East-West Highway, BethesdaTwo Reston Co. LLC
    
    
    45.23
    %
    
    Reston Unisys Building Two Reston Crescent, VAOne Reston Co. LLC
    
    
    45.23
    %
    
    One Reston Crescent, VA1550 and 1560 Wilson Co. LLC
    
    
    45.23
    %
    
    1550 & 1560 Wilson Blvd., Rosslyn, VASilver SM Co. LLC
    
    
    45.23
    %
    
    Silver Spring Metro Plaza, Montgomery, MDTwo Ballston Plaza Co. LLC
    
    
    45.23
    %
    
    Two Ballston Plaza, Arlington, VALandmark Square Co. LLC
    
    
    45.23
    %
    
    Landmark Square, Long Beach, CA33 South Hope Co. LLC
    
    
    45.23
    %
    
    Bank of America Plaza 333 S. Hope St., Los Angeles601 Figueroa Co. LLC
    
    
    45.23
    %
    
    Figueroa at Wilshire, Los AngelesMarina Airport Building Ltd.
    
    
    45.23
    %
    
    Marina Towers (North and South), Marina del Rey, CA (50%)EYP Realty, LLC
    
    
    45.23
    %
    
    Ernst & Young Plaza and Seven Market Place, Los AngelesTrizec 9665 Wilshire, LLC
    
    
    45.23
    %
    
    9665 Wilshire Blvd., Los AngelesTrizec 6080 HHC, LLC
    
    
    45.23
    %
    
    HHC 6080 Center Drive, Los AngelesTrizec Northpoint Tower, LLC
    
    
    45.23
    %
    
    HHC Northpoint 6601 Center Drive W., Los AngelesTrizec 5670 Wilshire, LLC
    
    
    45.23
    %
    
    5670 Wilshire Boulevard, Los AngelesTrizec HHC Spectrum, LLC
    
    
    45.23
    %
    
    Howard Hughes Center  Spectrum Center, Los AngelesTrizec 6060 HHC, LLC
    
    
    45.23
    %
    
    HHC 6060 Center Drive, Los AngelesTrizec 6100 HHC, LLC
    
    
    45.23
    %
    
    HHC 6100 Center Drive, Los AngelesTrizec West LA Tower, LLC
    
    
    45.23
    %
    
    HHC HH Tower 6701 Center Drive West, Los AngelesTrizec Westwood Center, LLC
    
    
    45.23
    %
    
    Westwood Center 110 Glendon Avenue, Los AngelesTrizec Wilshire Center, LLC
    
    
    45.23
    %
    
    World Savings Center 11601 Wilshire Blvd., Los AngelesTrizec 701 B Street, LLC
    
    
    45.23
    %
    
    701 B Street, San DiegoTrizec 707 Broadway, LLC
    
    
    45.23
    %
    
    707 Broadway, San DiegoTrizec Sorrento Towers, LLC
    
    
    45.23
    %
    
    Sorrento Retail, 9450 Scranton Road, San Diego, Sorrento Towers North 5355  5375 Mira Sorrento Place, San Diego, Sorrento Towers South 9276 and 9330 Scranton Road Corporate Center, San DiegoDresser  Cullen Venture
    
    
    22.57
    %
    
    Kellogg Brown & Root Tower 601 Jefferson, Houston, TX (50%)Cullen 500 Jefferson Co. L.P.
    
    
    45.23
    %
    
    500 Jefferson, HoustonCullen Allen Holdings, L.P.
    
    
    45.23
    %
    
    Continental Center I 1600 Smith Street, HoustonOne, Two and Three Allen Center, HoustonFour Allen Center Co. LLC
    
    
    45.23
    %
    
    Four Allen Center, HoustonCullen Continental II Co. L.P.
    
    
    45.23
    %
    
    Continental Center II 600 Jefferson, HoustonWaterview Office, L.P.
    
    
    11.3
    %
    
    Waterview/Office Bldg.  1925 North Lynn Street, Arlington, VA




---



##### 



PercentageSubsidiary
    
    
    Interest
    
    Property (including Percentage Interest if less than 100%) /Line of BusinessWaterview Hotel, L.L.C.
    
    
    11.3
    %
    
    Waterview  Parcel I & III North Lynn Street, Arlington, VAWaterview Residential, L.L.C.
    
    
    11.3
    %
    
    Waterview/Lynn Building 1111 & 1117 N. 19th Street, Arlington, VAHouston Hotel Associates Limited Partnership, L.L.P.
    
    
    10.4
    %
    
    The Crowne Plaza Downtown, Houston




---



##### 



APPENDIX B
 UNITED STATES COMMERCIAL
 BrookfieldPropertiesNumber
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Leasable
    
    
    Owned
    
    
    Ownedof
    
    
    Leased
    
    
    Office
    
    
    Retail
    
    
    Parking
    
    
    Area
    
    
    Interest
    
    
    InterestProperties
    
    
    %
    
    
    000s Sq.Ft.
    
    
    000s Sq.Ft.
    
    
    000s Sq.Ft.
    
    
    000s Sq. Ft.
    
    
    %(1)
    
    
    000s Sq. Ft.(1)New YorkWorld Financial CenterOne
    
    
    1
    
    
    
    98.0
    
    
    
    1,520
    
    
    
    50
    
    
    
    58
    
    
    
    1,628
    
    
    
    100
    
    
    
    1,628Two
    
    
    1
    
    
    
    100.0
    
    
    
    2,455
    
    
    
    36
    
    
    
    
    
    
    
    2,491
    
    
    
    100
    
    
    
    2,491Three
    
    
    1
    
    
    
    98.9
    
    
    
    1,179
    
    
    
    
    
    
    
    53
    
    
    
    1,232
    
    
    
    100
    
    
    
    1,232Four
    
    
    1
    
    
    
    100.0
    
    
    
    1,712
    
    
    
    43
    
    
    
    48
    
    
    
    1,803
    
    
    
    51
    
    
    
    920Retail
    
    
    
    
    
    
    80.7
    
    
    
    
    
    
    
    171
    
    
    
    122
    
    
    
    293
    
    
    
    100
    
    
    
    293One Liberty Plaza
    
    
    1
    
    
    
    97.3
    
    
    
    2,194
    
    
    
    20
    
    
    
    
    
    
    
    2,214
    
    
    
    100
    
    
    
    2,214245 Park Avenue
    
    
    1
    
    
    
    99.7
    
    
    
    1,630
    
    
    
    62
    
    
    
    
    
    
    
    1,692
    
    
    
    51
    
    
    
    863300 Madison Avenue
    
    
    1
    
    
    
    100.0
    
    
    
    1,089
    
    
    
    5
    
    
    
    
    
    
    
    1,094
    
    
    
    100
    
    
    
    1,094The Grace Building
    
    
    1
    
    
    
    99.7
    
    
    
    1,499
    
    
    
    20
    
    
    
    
    
    
    
    1,519
    
    
    
    49.9
    
    
    
    758One New York Plaza
    
    
    1
    
    
    
    98.7
    
    
    
    2,426
    
    
    
    33
    
    
    
    
    
    
    
    2,459
    
    
    
    100
    
    
    
    2,459Newport Tower
    
    
    1
    
    
    
    63.2
    
    
    
    1,028
    
    
    
    34
    
    
    
    
    
    
    
    1,062
    
    
    
    100
    
    
    
    1,0621065 Avenue of the Americas
    
    
    1
    
    
    
    92.7
    
    
    
    625
    
    
    
    40
    
    
    
    
    
    
    
    665
    
    
    
    99
    
    
    
    6581411 Broadway
    
    
    1
    
    
    
    95.7
    
    
    
    1,074
    
    
    
    39
    
    
    
    36
    
    
    
    1,149
    
    
    
    49.9
    
    
    
    5731460 Broadway
    
    
    1
    
    
    
    100.0
    
    
    
    206
    
    
    
    9
    
    
    
    
    
    
    
    215
    
    
    
    49.9
    
    
    
    10713
    
    
    
    96.5
    
    
    
    18,637
    
    
    
    562
    
    
    
    317
    
    
    
    19,516
    
    
    
    
    
    
    
    16,352Boston53 State Street
    
    
    1
    
    
    
    87.4
    
    
    
    1,090
    
    
    
    30
    
    
    
    41
    
    
    
    1,161
    
    
    
    51
    
    
    
    59275 State Street
    
    
    1
    
    
    
    100.0
    
    
    
    742
    
    
    
    25
    
    
    
    235
    
    
    
    1,002
    
    
    
    51
    
    
    
    5112
    
    
    
    92.5
    
    
    
    1,832
    
    
    
    55
    
    
    
    276
    
    
    
    2,163
    
    
    
    
    
    
    
    1,103Washington, D.C.1625 Eye Street
    
    
    1
    
    
    
    96.3
    
    
    
    374
    
    
    
    12
    
    
    
    185
    
    
    
    571
    
    
    
    100
    
    
    
    571701 9th Street
    
    
    1
    
    
    
    100.0
    
    
    
    340
    
    
    
    24
    
    
    
    183
    
    
    
    547
    
    
    
    100
    
    
    
    547Potomac Tower
    
    
    1
    
    
    
    100.0
    
    
    
    237
    
    
    
    
    
    
    
    203
    
    
    
    440
    
    
    
    100
    
    
    
    440601 South 12th Street
    
    
    1
    
    
    
    100.0
    
    
    
    243
    
    
    
    
    
    
    
    
    
    
    
    243
    
    
    
    100
    
    
    
    243701 South 12th Street
    
    
    1
    
    
    
    100.0
    
    
    
    297
    
    
    
    
    
    
    
    
    
    
    
    297
    
    
    
    100
    
    
    
    297One Bethesda Center
    
    
    1
    
    
    
    100.0
    
    
    
    151
    
    
    
    17
    
    
    
    
    
    
    
    168
    
    
    
    100
    
    
    
    1681225 Connecticut Avenue
    
    
    1
    
    
    
    98.0
    
    
    
    195
    
    
    
    22
    
    
    
    52
    
    
    
    269
    
    
    
    100
    
    
    
    2691200 K Street
    
    
    1
    
    
    
    100.0
    
    
    
    366
    
    
    
    24
    
    
    
    44
    
    
    
    434
    
    
    
    100
    
    
    
    4341250 23rd Street
    
    
    1
    
    
    
    100.0
    
    
    
    116
    
    
    
    
    
    
    
    16
    
    
    
    132
    
    
    
    100
    
    
    
    1321250 Connecticut Avenue
    
    
    1
    
    
    
    99.6
    
    
    
    152
    
    
    
    20
    
    
    
    26
    
    
    
    198
    
    
    
    100
    
    
    
    1981400 K Street
    
    
    1
    
    
    
    97.7
    
    
    
    178
    
    
    
    12
    
    
    
    34
    
    
    
    224
    
    
    
    100
    
    
    
    2242000 L Street
    
    
    1
    
    
    
    99.9
    
    
    
    308
    
    
    
    75
    
    
    
    
    
    
    
    383
    
    
    
    100
    
    
    
    3832001 M Street
    
    
    1
    
    
    
    100.0
    
    
    
    190
    
    
    
    39
    
    
    
    35
    
    
    
    264
    
    
    
    98
    
    
    
    2592401 Pennsylvania Avenue
    
    
    1
    
    
    
    93.6
    
    
    
    58
    
    
    
    19
    
    
    
    16
    
    
    
    93
    
    
    
    100
    
    
    
    93Bethesda Crescent
    
    
    3
    
    
    
    98.0
    
    
    
    241
    
    
    
    27
    
    
    
    68
    
    
    
    336
    
    
    
    100
    
    
    
    336One Reston Crescent
    
    
    1
    
    
    
    100.0
    
    
    
    185
    
    
    
    
    
    
    
    
    
    
    
    185
    
    
    
    100
    
    
    
    185Silver Springs Metro Plaza
    
    
    3
    
    
    
    96.1
    
    
    
    640
    
    
    
    47
    
    
    
    84
    
    
    
    771
    
    
    
    100
    
    
    
    771Sunrise Tech Park
    
    
    4
    
    
    
    97.3
    
    
    
    315
    
    
    
    1
    
    
    
    
    
    
    
    316
    
    
    
    100
    
    
    
    316Two Ballston Plaza
    
    
    1
    
    
    
    96.3
    
    
    
    204
    
    
    
    19
    
    
    
    
    
    
    
    223
    
    
    
    100
    
    
    
    223Victor Building
    
    
    1
    
    
    
    99.8
    
    
    
    298
    
    
    
    45
    
    
    
    
    
    
    
    343
    
    
    
    49.9
    
    
    
    1711550 & 1560 Wilson Blvd
    
    
    2
    
    
    
    76.8
    
    
    
    226
    
    
    
    32
    
    
    
    76
    
    
    
    334
    
    
    
    100
    
    
    
    33429
    
    
    
    97.6
    
    
    
    5,314
    
    
    
    435
    
    
    
    1,022
    
    
    
    6,771
    
    
    
    
    
    
    
    6,594HoustonAllen CenterOne Allen Center
    
    
    1
    
    
    
    98.1
    
    
    
    913
    
    
    
    79
    
    
    
    
    
    
    
    992
    
    
    
    100
    
    
    
    992Two Allen Center
    
    
    1
    
    
    
    96.8
    
    
    
    987
    
    
    
    9
    
    
    
    
    
    
    
    996
    
    
    
    100
    
    
    
    996Three Allen Center
    
    
    1
    
    
    
    92.8
    
    
    
    1,173
    
    
    
    22
    
    
    
    
    
    
    
    1,195
    
    
    
    100
    
    
    
    1,195Cullen Center
Continental Center I
    
    
    1
    
    
    
    97.0
    
    
    
    1,048
    
    
    
    50
    
    
    
    411
    
    
    
    1,509
    
    
    
    100
    
    
    
    1,509Continental Center II
    
    
    1
    
    
    
    82.1
    
    
    
    428
    
    
    
    21
    
    
    
    81
    
    
    
    530
    
    
    
    100
    
    
    
    530KBR Tower
    
    
    1
    
    
    
    94.2
    
    
    
    985
    
    
    
    63
    
    
    
    254
    
    
    
    1,302
    
    
    
    50
    
    
    
    651500 Jefferson Street
    
    
    1
    
    
    
    93.5
    
    
    
    351
    
    
    
    39
    
    
    
    44
    
    
    
    434
    
    
    
    100
    
    
    
    434Los Angeles601 Figueroa
    
    
    1
    
    
    
    58.0
    
    
    
    1,037
    
    
    
    2
    
    
    
    123
    
    
    
    1,162
    
    
    
    100
    
    
    
    1,162Bank of America Plaza
    
    
    1
    
    
    
    94.8
    
    
    
    1,383
    
    
    
    39
    
    
    
    343
    
    
    
    1,765
    
    
    
    100
    
    
    
    1,765Ernst & Young Tower
    
    
    1
    
    
    
    86.9
    
    
    
    910
    
    
    
    335
    
    
    
    391
    
    
    
    1,636
    
    
    
    100
    
    
    
    1,636Landmark Square
    
    
    1
    
    
    
    91.9
    
    
    
    420
    
    
    
    23
    
    
    
    212
    
    
    
    655
    
    
    
    100
    
    
    
    655Marina Towers
    
    
    2
    
    
    
    95.2
    
    
    
    356
    
    
    
    25
    
    
    
    87
    
    
    
    468
    
    
    
    50
    
    
    
    2345670 Wilshire Center
    
    
    1
    
    
    
    90.0
    
    
    
    390
    
    
    
    19
    
    
    
    
    
    
    
    409
    
    
    
    100
    
    
    
    4096060 Center Drive
    
    
    1
    
    
    
    98.3
    
    
    
    242
    
    
    
    15
    
    
    
    113
    
    
    
    370
    
    
    
    100
    
    
    
    3706080 Center Drive
    
    
    1
    
    
    
    86.7
    
    
    
    288
    
    
    
    
    
    
    
    163
    
    
    
    451
    
    
    
    100
    
    
    
    4516100 Center Drive
    
    
    1
    
    
    
    96.5
    
    
    
    286
    
    
    
    
    
    
    
    168
    
    
    
    454
    
    
    
    100
    
    
    
    454701 B Street
    
    
    1
    
    
    
    81.7
    
    
    
    529
    
    
    
    37
    
    
    
    
    
    
    
    566
    
    
    
    100
    
    
    
    566




---



##### 



BrookfieldPropertiesNumber
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Leasable
    
    
    Owned
    
    
    Ownedof
    
    
    Leased
    
    
    Office
    
    
    Retail
    
    
    Parking
    
    
    Area
    
    
    Interest
    
    
    InterestProperties
    
    
    %
    
    
    000s Sq.Ft.
    
    
    000s Sq.Ft.
    
    
    000s Sq.Ft.
    
    
    000s Sq. Ft.
    
    
    %(1)
    
    
    000s Sq. Ft.(1)707 Broadway
    
    
    1
    
    
    
    80.7
    
    
    
    181
    
    
    
    
    
    
    
    128
    
    
    
    309
    
    
    
    100
    
    
    
    3099665 Wilshire Blvd
    
    
    1
    
    
    
    100.0
    
    
    
    162
    
    
    
    
    
    
    
    64
    
    
    
    226
    
    
    
    100
    
    
    
    226Howard Hughes Spectrum
    
    
    1
    
    
    
    100.0
    
    
    
    37
    
    
    
    
    
    
    
    
    
    
    
    37
    
    
    
    100
    
    
    
    37Howard Hughes Tower
    
    
    1
    
    
    
    99.4
    
    
    
    316
    
    
    
    2
    
    
    
    141
    
    
    
    459
    
    
    
    100
    
    
    
    459Northpoint
    
    
    1
    
    
    
    99.6
    
    
    
    103
    
    
    
    
    
    
    
    45
    
    
    
    148
    
    
    
    100
    
    
    
    148Arden Towers at Sorrento
    
    
    4
    
    
    
    82.1
    
    
    
    548
    
    
    
    54
    
    
    
    
    
    
    
    602
    
    
    
    100
    
    
    
    602Westwood Center
    
    
    1
    
    
    
    100.0
    
    
    
    291
    
    
    
    25
    
    
    
    
    
    
    
    316
    
    
    
    100
    
    
    
    316World Savings Center
    
    
    1
    
    
    
    99.1
    
    
    
    464
    
    
    
    14
    
    
    
    161
    
    
    
    639
    
    
    
    100
    
    
    
    63922
    
    
    
    87.4
    
    
    
    7,943
    
    
    
    590
    
    
    
    2,139
    
    
    
    10,672
    
    
    
    
    
    
    
    10,438DenverRepublic Plaza
    
    
    1
    
    
    
    95.7
    
    
    
    1,247
    
    
    
    45
    
    
    
    503
    
    
    
    1,795
    
    
    
    100
    
    
    
    1,7951
    
    
    
    95.7
    
    
    
    1,247
    
    
    
    45
    
    
    
    503
    
    
    
    1,795
    
    
    
    
    
    
    
    1,795Minneapolis33 South Sixth Street
    
    
    2
    
    
    
    88.6
    
    
    
    1,082
    
    
    
    370
    
    
    
    325
    
    
    
    1,777
    
    
    
    100
    
    
    
    1,777Dain Plaza
    
    
    2
    
    
    
    90.3
    
    
    
    593
    
    
    
    442
    
    
    
    196
    
    
    
    1,231
    
    
    
    100
    
    
    
    1,2314
    
    
    
    89.3
    
    
    
    1,675
    
    
    
    812
    
    
    
    521
    
    
    
    3,008
    
    
    
    
    
    
    
    3,008Subtotal United States Commercial
    
    
    78
    
    
    
    94.1
    
    
    
    42,533
    
    
    
    2,782
    
    
    
    5,568
    
    
    
    50,883
    
    
    
    
    
    
    
    45,597
 (1)
    
    Represents the companys consolidated interest before non-controlling interests




---



##### 



CANADA COMMERCIAL
 BrookfieldPropertiesNumber
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Leasable
    
    
    Owned
    
    
    Ownedof
    
    
    Leased
    
    
    Office
    
    
    Retail
    
    
    Parking
    
    
    Area
    
    
    Interest
    
    
    InterestProperties
    
    
    %
    
    
    000s Sq. Ft.
    
    
    000s Sq. Ft.
    
    
    000s Sq. Ft.
    
    
    000s Sq. Ft.
    
    
    %(1)
    
    
    000s Sq. Ft.(1)TorontoBCE PlaceBay Wellington Tower
    
    
    1
    
    
    
    98.3
    
    
    
    1,299
    
    
    
    41
    
    
    
    
    
    
    
    1,340
    
    
    
    100
    
    
    
    1,340TD Canada Trust Tower
    
    
    1
    
    
    
    99.2
    
    
    
    1,127
    
    
    
    17
    
    
    
    
    
    
    
    1,144
    
    
    
    50
    
    
    
    572Retail and parking
    
    
    1
    
    
    
    100.0
    
    
    
    
    
    
    
    115
    
    
    
    690
    
    
    
    805
    
    
    
    70
    
    
    
    56422 Front Street
    
    
    1
    
    
    
    99.2
    
    
    
    136
    
    
    
    8
    
    
    
    
    
    
    
    144
    
    
    
    100
    
    
    
    144First Canadian Place
    
    
    1
    
    
    
    95.5
    
    
    
    2,379
    
    
    
    232
    
    
    
    170
    
    
    
    2,781
    
    
    
    25
    
    
    
    695Exchange Tower
    
    
    1
    
    
    
    95.2
    
    
    
    963
    
    
    
    66
    
    
    
    131
    
    
    
    1,160
    
    
    
    50
    
    
    
    580105 Adelaide
    
    
    1
    
    
    
    100.0
    
    
    
    176
    
    
    
    7
    
    
    
    49
    
    
    
    232
    
    
    
    100
    
    
    
    232Atrium on Bay
    
    
    1
    
    
    
    85.7
    
    
    
    914
    
    
    
    137
    
    
    
    190
    
    
    
    1,241
    
    
    
    50
    
    
    
    621Hudson Bay Centre
    
    
    1
    
    
    
    92.8
    
    
    
    536
    
    
    
    261
    
    
    
    295
    
    
    
    1,092
    
    
    
    100
    
    
    
    1,092Queens Quay Terminal
    
    
    1
    
    
    
    100.0
    
    
    
    429
    
    
    
    75
    
    
    
    
    
    
    
    504
    
    
    
    100
    
    
    
    5042 Queen St. E
    
    
    1
    
    
    
    98.6
    
    
    
    448
    
    
    
    16
    
    
    
    81
    
    
    
    545
    
    
    
    25
    
    
    
    136151 Yonge St.
    
    
    1
    
    
    
    96.8
    
    
    
    289
    
    
    
    10
    
    
    
    72
    
    
    
    371
    
    
    
    25
    
    
    
    932 St. Clair Ave. W
    
    
    1
    
    
    
    96.0
    
    
    
    219
    
    
    
    12
    
    
    
    68
    
    
    
    299
    
    
    
    25
    
    
    
    7518 King St. E
    
    
    1
    
    
    
    98.4
    
    
    
    219
    
    
    
    9
    
    
    
    23
    
    
    
    251
    
    
    
    25
    
    
    
    63HSBC Building
    
    
    1
    
    
    
    100.0
    
    
    
    188
    
    
    
    6
    
    
    
    31
    
    
    
    225
    
    
    
    100
    
    
    
    22540 St. Clair Ave. W
    
    
    1
    
    
    
    96.5
    
    
    
    117
    
    
    
    4
    
    
    
    28
    
    
    
    149
    
    
    
    25
    
    
    
    3716
    
    
    
    95.8
    
    
    
    9,439
    
    
    
    1,016
    
    
    
    1,828
    
    
    
    12,283
    
    
    
    
    
    
    
    6,973CalgaryBankers Hall
    
    
    3
    
    
    
    99.6
    
    
    
    1,944
    
    
    
    224
    
    
    
    525
    
    
    
    2,693
    
    
    
    50
    
    
    
    1,347Petro Canada Centre
    
    
    2
    
    
    
    100.0
    
    
    
    1,708
    
    
    
    24
    
    
    
    220
    
    
    
    1,952
    
    
    
    50
    
    
    
    976Fifth Avenue Place
    
    
    2
    
    
    
    100.0
    
    
    
    1,430
    
    
    
    45
    
    
    
    206
    
    
    
    1,681
    
    
    
    50
    
    
    
    841Gulf Canada Square
    
    
    1
    
    
    
    99.5
    
    
    
    1,047
    
    
    
    73
    
    
    
    21
    
    
    
    1,141
    
    
    
    25
    
    
    
    285Altius Centre
    
    
    1
    
    
    
    100.0
    
    
    
    303
    
    
    
    3
    
    
    
    72
    
    
    
    378
    
    
    
    25
    
    
    
    959
    
    
    
    99.8
    
    
    
    6,432
    
    
    
    369
    
    
    
    1,044
    
    
    
    7,845
    
    
    
    
    
    
    
    3,544OttawaPlace de Ville I
    
    
    2
    
    
    
    99.0
    
    
    
    569
    
    
    
    18
    
    
    
    502
    
    
    
    1,089
    
    
    
    25
    
    
    
    272Place de Ville II
    
    
    2
    
    
    
    98.5
    
    
    
    591
    
    
    
    19
    
    
    
    433
    
    
    
    1,043
    
    
    
    25
    
    
    
    261Jean Edmonds Towers
    
    
    2
    
    
    
    100.0
    
    
    
    540
    
    
    
    13
    
    
    
    95
    
    
    
    648
    
    
    
    25
    
    
    
    1622204 Walkley
    
    
    1
    
    
    
    99.9
    
    
    
    104
    
    
    
    
    
    
    
    
    
    
    
    104
    
    
    
    25
    
    
    
    262200 Walkley
    
    
    1
    
    
    
    100.0
    
    
    
    55
    
    
    
    
    
    
    
    
    
    
    
    55
    
    
    
    25
    
    
    
    148
    
    
    
    99.2
    
    
    
    1,859
    
    
    
    50
    
    
    
    1,030
    
    
    
    2,939
    
    
    
    
    
    
    
    735Other CommercialRoyal Centre, Vancouver
    
    
    1
    
    
    
    95.4
    
    
    
    494
    
    
    
    95
    
    
    
    264
    
    
    
    853
    
    
    
    100
    
    
    
    853Canadian Western Bank, Edmonton
    
    
    1
    
    
    
    97.7
    
    
    
    375
    
    
    
    31
    
    
    
    91
    
    
    
    497
    
    
    
    25
    
    
    
    124Enbridge Tower, Edmonton
    
    
    1
    
    
    
    100.0
    
    
    
    179
    
    
    
    4
    
    
    
    30
    
    
    
    213
    
    
    
    25
    
    
    
    534342 Queen Street, Niagara Falls
    
    
    1
    
    
    
    84.9
    
    
    
    149
    
    
    
    
    
    
    
    60
    
    
    
    209
    
    
    
    25
    
    
    
    52Other
    
    
    1
    
    
    
    96.2
    
    
    
    70
    
    
    
    3
    
    
    
    
    
    
    
    73
    
    
    
    100
    
    
    
    735
    
    
    
    95.6
    
    
    
    1,267
    
    
    
    133
    
    
    
    445
    
    
    
    1,845
    
    
    
    
    
    
    
    1,155Subtotal Canada Commercial
    
    
    38
    
    
    
    97.4
    
    
    
    18,997
    
    
    
    1,568
    
    
    
    4,347
    
    
    
    24,912
    
    
    
    
    
    
    
    12,407TOTAL COMMERCIAL
    
    
    116
    
    
    
    95.1
    
    
    
    61,530
    
    
    
    4,350
    
    
    
    9,915
    
    
    
    75,795
    
    
    
    
    
    
    
    58,004Total Development(2)
    
    
    15
    
    
    
    
    
    
    
    17,219
    
    
    
    
    
    
    
    
    
    
    
    17,219
    
    
    
    
    
    
    
    15,456TOTAL PORTFOLIO
    
    
    131
    
    
    
    
    
    
    
    78,749
    
    
    
    4,350
    
    
    
    9,915
    
    
    
    93,014
    
    
    
    
    
    
    
    73,460Less: Non-controlling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (18,916
    )Brookfield Properties net effective
ownership interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54,544
 (1)
    
    Represents the companys consolidated interest before non-controlling interests




---



##### 



APPENDIX C
 Class A Preference Shares
 Provisions of Class A Preference Shares
 Issuance in Series
 Canada Business Corporations
Act
 Dividends
  Redemption
  Repurchase
  Liquidation, Dissolution and Winding Up
  Voting
  Specific Provisions of Class A Preference Shares, Series A
 Dividends
 1 2
 Specific Provisions of Class A Preference Shares, Series B
 Dividends
 1 2




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##### 



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




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##### 



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




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##### 



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




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##### 



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




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##### 



(i)
    
    declare, pay or set apart for payment any dividends (other than stock
dividends payable in shares of Brookfield Properties ranking as to capital and
dividends junior to the Class AAA, Series 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




---



##### 



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 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




---



##### 



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 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
  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;(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




---



##### 



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;(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




---



##### 



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 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




---



##### 



APPENDIX D
  Membership and Chairperson
    Responsibilities
  (i)
    
    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);(ii)
    
    require the auditor to report directly to the Committee;(iii)
    
    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;(iv)
    
    where appropriate, recommend to the Board that the shareholders terminate the
auditor;(v)
    
    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;(vi)
    
    review the terms of the auditors engagement and recommend to the Board the
compensation of the auditor;(vii)
    
    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;
 (viii)
    
    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;(ix)
    
    review and evaluate the lead partner of the auditor;(x)
    
    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;




---



##### 



(xi)
    
    meet privately with the auditor as frequently as the Committee feels is
appropriate to fulfill its responsibilities, which will not be less frequently than
annually, to discuss any items of concern to the Committee or the auditor, including:
 
    
    planning and staffing of the audit;
    
    any material written communications between the auditor and management;
    
    whether or not the auditor is satisfied with the quality and effectiveness of
financial recording procedures and systems;
    
    the extent to which the auditor is satisfied with the nature and scope of its examination;
    
    whether or not the auditor has received the full co-operation of management of the Corporation;
    
    the auditors opinion of the competence and performance of the Chief
Financial Officer and other key financial personnel;
    
    the items required to be communicated to the Committee in accordance with
generally accepted auditing standards;
    
    all critical accounting policies and practices to be used by the Corporation;
    
    all alternative treatments of financial information within generally accepted
accounting principles that have been discussed with management, ramifications of
the use of such alternative disclosures and treatments, and the treatment
preferred by the auditor;
    
    any difficulties encountered in the course of the audit work, any
restrictions imposed on the scope of activities or access to requested
information, any significant disagreements with management and managements
response; and
    
    any illegal act that may have occurred and the discovery of which is required
to be disclosed to the Committee pursuant to paragraphs 5135.099 and 5136.28 of
the CICA Handbook and the United States Securities Exchange Act of 1934.
 (xii)
    
    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;(xiii)
    
    resolve any disagreements between management and the auditor regarding financial
reporting;(xiv)
    
    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);
 (xv)
    
    discuss press releases containing financial information (to ensure consistency
of the disclosure to the financial statement), as well as financial information and
earnings guidance provided to analysts and




---



##### 



rating agencies including the use of pro forma or adjusted non-GAAP information
in such press releases and financial information. Such review may consist of a
general discussion of the types of information to be disclosed or the types of
presentations to be made;(xvi)
    
    review the effect of regulatory and accounting initiatives as well as
off-balance sheet structures on the Corporations financial statements;(xvii)
    
    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;(xviii)
    
    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;(xix)
    
    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;(xx)
    
    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;(xxi)
    
    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;(xxii)
    
    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;(xxiii)
    
    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;(xxiv)
    
    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;(xxv)
    
    review periodically, the status of taxation matters of the Corporation;(xxvi)
    
    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;(xxvii)
    
    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(xxviii)
    
    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
   Assessment
  Access To Outside Advisors And Senior Management
    Meetings
  Business
Corporations Act




---



##### 



Definitions
   (i)
    
    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;(ii)
    
    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;(iii)
    
    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;(iv)
    
    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(v)
    
    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.
  (i)
    
    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(ii)
    
    the director cannot be an affiliated entity of the Corporation or any of its
subsidiaries.
    (i)
    
    an understanding of generally accepted accounting principles and financial
statements;(ii)
    
    the ability to assess the general application of such principles in
connection with the accounting for estimates, accruals and reserves;(iii)
    
    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;(iv)
    
    an understanding of internal controls and procedures for financial reporting;
and(v)
    
    an understanding of audit committee functions;
  (i)
    
    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;(ii)
    
    experience actively supervising a principal financial officer, principal
accounting officer, controller, public accountant, auditor or person performing
similar functions;(iii)
    
    experience overseeing or assessing the performance of companies or public
accountants with respect to the preparation, auditing or evaluation of financial
statements; or(iv)
    
    other relevant experience.