BROOKFIELD
OFFICE PROPERTIES INC.



RENEWAL ANNUAL INFORMATION FORM












March 28, 2013











ANNUAL
INFORMATION FORM
TABLE OF CONTENTS



|Notes Regarding This Annual Information Form                          |  | 1 
|--------------------------------------------------------------------- |  | --
|Note Regarding Financial Information                                  |  | 1 
|Forward-Looking Statements                                            |  | 1 
|Corporate Structure                                                   |  | 2 
|Name, Address and Incorporation                                       |  | 2 
|Intercorporate Relationships and History                              |  | 2 
|General Development of the Business                                   |  | 5 
|Acquisitions and Dispositions                                         |  | 5 
|Development                                                           |  | 7 
|Financings and Refinancings                                           |  | 7 
|Capital Markets                                                       |  | 8 
|Business of Brookfield Office Properties                              |  | 10
|Commercial Property Operations                                        |  | 10
|Business Strategy                                                     |  | 10
|Investment Strategy                                                   |  | 11
|Commercial Development                                                |  | 12
|Prudent and Flexible Capital Plan                                     |  | 13
|Primary Markets and Properties                                        |  | 15
|Service Businesses                                                    |  | 34
|Employees                                                             |  | 34
|Environmental Protection                                              |  | 34
|Company and Real Estate Industry Risks                                |  | 35
|Dividends and Dividend Policy                                         |  | 44
|Description of Capital Structure                                      |  | 45
|General Description of Capital Structure                              |  | 45
|Ratings                                                               |  | 46
|Market for Securities                                                 |  | 47
|Directors and Officers                                                |  | 50
|Directors                                                             |  | 50
|Officers                                                              |  | 51
|Share Ownership                                                       |  | 52
|Legal Proceedings                                                     |  | 52
|Interest of Management and Others in Material Transactions            |  | 52
|Cease Trade Orders, Bankruptcies, Penalties or Sanctions              |  | 52
|Auditors, Transfer Agent and Registrar                                |  | 52
|Audit Committee Information                                           |  | 53
|Relevant Education and Experience                                     |  | 53
|Pre-Approval Policies and Procedures                                  |  | 53
|External Auditor Service Fees (By Category)                           |  | 54
|Additional Information                                                |  | 54
|                                                                      |  |   
|Appendix A – Subsidiaries                                             |  | 55
|Appendix B – Commercial Properties by Region as of December 31, 2012  |  | 58
|Appendix C – Summary of Terms and Conditions of Authorized Securities |  | 61
|Appendix D – Audit Committee Charter                                  |  | 89











Notes
Regarding this Annual Information Form



In this Annual Information Form (“AIF”),
“BPO”, “Brookfield Office Properties”, “we”, “us” and “our” refers
to Brookfield Office Properties Inc. and its consolidated subsidiaries, unless otherwise noted or the context requires otherwise.



Note Regarding Financial Information



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



Forward-Looking
Statements



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



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



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



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



| Brookfield Office Properties | 2013 Annual Information Form1







CORPORATE
STRUCTURE



Name, Address and Incorporation



Brookfield Office Properties owns, develops
and manages premier office properties in the United States, Canada, Australia and the United Kingdom. Our portfolio is comprised
of interests in 111 properties totaling 76 million square feet in the downtown cores of New York, Washington, D.C., Houston, Los
Angeles, Denver, Seattle, Toronto, Calgary, Ottawa, London, Sydney, Melbourne and Perth, making us the global leader in the ownership
and management of office assets. Landmark properties include the Brookfield Places in New York, Toronto and Perth, Bank of America
Plaza in Los Angeles, Bankers Hall in Calgary and Darling Park in Sydney. Our common shares trade on the New York Stock Exchange
(“NYSE”) and Toronto Stock Exchange (“TSX”) under the symbol “BPO”.



Brookfield Office Properties Inc. was formed
under the Canada Business Corporations Act on September 5, 1978 to continue the business of Canadian Arena Corporation
which was incorporated in 1923 under the Quebec Companies Act, 1920. Our articles were restated on September 5, 2002
and since then have been amended from time to time to change our capital structure, to adjust the number of directors on our Board
of Directors and to change our name.



Our registered office is P.O. Box 770,
Suite 330, Brookfield Place Toronto, 181 Bay Street Toronto, Ontario, M5J 2T3. We operate head offices in New York, Toronto, Sydney
and London.



Intercorporate Relationships and History



Our principal subsidiaries and the cities
where they own properties are set out below. All interests are 100% ownership interests unless otherwise indicated. Our principal
subsidiaries and their jurisdiction of formation are listed in Appendix A hereto.







| Brookfield Office Properties | 2013 Annual Information Form2







BPO has been active in various facets of
the real estate business since the 1960’s. Canadian Arena Corporation, the predecessor company to BPO, built the Montreal
Forum in 1924 to provide facilities for hockey and other sporting and cultural events and its earnings were derived principally
from the ownership of the Montreal Forum and the Montreal Canadiens of the National Hockey League until the sale of the franchise
in 1978.



In 1976, a subsidiary of BPO, then called
Carena Properties, expanded its real estate interests by acquiring a controlling interest in one of Canada’s largest public
real estate companies, Trizec Corporation Ltd. The steady escalation in commercial property values over the next ten years provided
the capital base to expand BPO’s residential land development and home building activities. In 1990, we made a strategic
decision to invest capital in the premier office property business in select, high-growth, supply-constrained markets in North
America and in 2010, we announced a strategic repositioning plan to transform ourselves into a global pure-play office property
company. This plan included the acquisition of an interest in a significant portfolio of premier office properties in Australia
from Brookfield Asset Management Inc. (“BAM”) in September 2010 as well as the divestment of our residential land and
housing business in March 2011.



The accumulation of our assets was completed
through various corporate and property purchases, including eight major portfolio acquisitions:



| | 1. | BCE Development Acquisition
| | -- | ---------------------------



In 1990, we acquired a 50% interest in
a portfolio of office properties in Toronto, Denver and Minneapolis from BCE Inc. In 1994, this interest was increased to 100%.
Brookfield Place Toronto, our flagship office complex in Toronto, was acquired in this transaction.



| | 2. | Olympia & York (U.S.A.) Acquisition
| | -- | -----------------------------------



On November 21, 1996, we completed the
acquisition of a 46% interest in World Financial Properties, L.P., a New York-based Delaware limited partnership. World Financial
Properties, L.P. owned 10 million square feet of Class A office space in New York and Boston, including interests in three of the
four towers of Brookfield Place New York, One Liberty Plaza and 245 Park Avenue in Manhattan and 53 State Street in Boston. From
1997 to 2003, we acquired further interests in World Financial Properties, L.P. (now Brookfield Financial Properties LLC) gradually
increasing our holdings to our current interest of approximately 99.4%.



| | 3. | Gentra Acquisition
| | -- | ------------------



On September 30, 1997, we completed the
acquisition of a 43% interest in BPO Properties Ltd., a Canadian corporation and an owner of commercial properties primarily in
the Toronto area (“BPP”, formerly Gentra Inc. and Royal Trustco Limited) and from 1997 to 2003, we increased our ownership
to 89% through a series of private transactions, share repurchases, consolidations and issuances by BPP. In May 2010, BPP was reorganized
creating a real estate investment trust (“REIT”) which is named Brookfield Canada Office Properties (“BOX”).
Following this transaction, our ownership interest in BPP increased to 100% and our ownership interest in BOX was approximately
90%. We subsequently sold down a portion of our interest in BOX in November 2010 and we currently have an interest in BOX of approximately
83.3%. We serve as property and asset manager for BOX.



| | 4. | Trizec Western Canada Acquisition
| | -- | ---------------------------------



In June 2000, we acquired a Western Canadian
office portfolio consisting of four office towers in Calgary and Vancouver. The portfolio included the flagship Bankers Hall East
and West Towers in Calgary.



| | 5. | O&Y REIT Acquisition
| | -- | --------------------



In October and November of 2005, we completed
the acquisition of O&Y Properties Corporation and the assets and liabilities of O&Y Real Estate Investment Trust which
consisted of 27 office buildings and one development site in five Canadian cities. The portfolio was acquired by a consortium of
institutional investors, led and managed by us investing directly through property level joint ventures (collectively, the “Canadian
Office Fund”). BPP provided 25% of the equity and serves as property and asset manager for the Canadian Office Fund.



| Brookfield Office Properties | 2013 Annual Information Form3







| | 6. | Trizec Properties Acquisition
| | -- | -----------------------------



In October 2006, we acquired Trizec Properties,
Inc. (“Trizec Properties”), a publicly traded U.S. REIT, and Trizec Canada Inc., a Canadian company that held, among
other assets, an approximate 38% ownership interest in Trizec Properties. The portfolio was acquired in a joint venture (the “Joint
Venture”) involving a consortium of institutional investors, led and managed by us, investing through direct and indirect
investment vehicles (collectively, the “U.S. Office Fund”) and The Blackstone Group, a New York-based private
equity firm (“Blackstone”). The Trizec portfolio consisted of 74 high-quality office properties totaling approximately
40 million square feet in nine U.S. markets, including New York City, Washington, D.C. and Los Angeles.



| | 7. | Australian Acquisition
| | -- | ----------------------

In September 2010, we completed the acquisition
of an interest in an Australian portfolio of premier office properties from BAM for an investment of $1.4 billion. The acquisition
included interests in 18 Australian office properties in Sydney, Melbourne and Perth encompassing eight million square feet. The
portfolio included the landmark properties Darling Park in Sydney and Brookfield Place Perth.



| | 8. | Hammerson Acquisition
| | -- | ---------------------



In June 2012, we announced the acquisition
of a portfolio of properties in the City of London from Hammerson plc (“Hammerson”) for approximately $871 million.
The portfolio includes four operating assets totaling 884,000 square feet and two development sites which can accommodate approximately
1.4 million square feet of density. The acquisition of 99 Bishopsgate and a group of smaller assets closed on September 28, 2012.
The acquisitions of 125 Old Broad Street and Leadenhall Court are expected to close in June 2013.



| Brookfield Office Properties | 2013 Annual Information Form4







GENERAL
DEVELOPMENT OF THE BUSINESS



The significant events affecting our business
during the last three financial years and to the date of this AIF are summarized below. A number of these events and conditions
are discussed in greater detail under the headings “Corporate Structure – Intercorporate Relationships and History”
and “Business of Brookfield Office Properties”.



Acquisitions and Dispositions



On May 13, 2010, we purchased the remaining
equity interest in 77 K Street, Washington, D.C. from our 50% partner in the venture for $38.6 million.



In May 2010, we reorganized our subsidiary
BPP to create a premier Canadian office REIT which is named Brookfield Canada Office Properties. The transaction included the sale
of Bay Wellington Tower from BPO to the REIT.



On September 28, 2010, we completed the
acquisition of an interest in an Australian portfolio of premier office properties from BAM for an investment of $1.4 billion.
The acquisition included interests in 18 Australian office properties in Sydney, Melbourne and Perth. In the fourth quarter of
2010, we also acquired an option to purchase an interest in a property adjacent to the City Square development site in Perth, Australia
from BAM.



On November 23, 2010, we sold our interests
in Canadian Western Bank Place and Enbridge Tower in Edmonton, Alberta for a gross sale price of C$169.6 million, resulting in
a loss of approximately $1 million for our 25% interest in these buildings.



On November 30, 2010, we completed the
sale of 6,820,000 trust units of BOX to a syndicate of underwriters at a purchase price of C$22 per unit. The gross proceeds raised
by us from the sale were C$150,040,000.



On December 2, 2010, we acquired the office
building at 650 Massachusetts Avenue, NW in Washington, D.C. from Washington Television Center LLC for $113 million. 650 Massachusetts
Avenue, NW is an eight-story office building containing 313,000 rentable square feet and a four-story parking garage.



On December 9, 2010, we acquired Heritage
Plaza in Houston from Goddard Investment Group LLC for $321.5 million. The acquisition was financed using our available liquidity
and a $200 million fixed rate, 4.97% loan maturing in January 2023. Heritage Plaza is a 53-story, 1.2-million square foot office
tower in Houston’s central business district (“CBD”).



On December 10, 2010, we sold 1225 Connecticut
Avenue in Washington, D.C. to the World Bank for $216 million.



On December 23, 2010, we sold 1250 23rd
Street in Washington, D.C. for $40 million.



In the first quarter of 2011, we sold a
49% interest in Heritage Plaza, Houston, to an institutional investment fund for approximately $60 million.



On March 31, 2011, we combined our U.S.
residential land development business (“BPO Residential”) with Brookfield Homes Corporation to form Brookfield Residential
Properties Inc. (“BRPI”), a diversified North American residential land and housing company with $2.5 billion of assets
and an equity value of approximately $1 billion.



On June 24, 2011, we sold 1400 Smith Street
in Houston to full-building tenant Chevron for $340 million.



In July 2011, we acquired an interest in
Southern Cross West Tower, a 20-story, 495,000 square foot office tower in Melbourne’s CBD, and BankWest Tower, a 52-story,
423,000 square foot office tower in Perth’s CBD. The acquisitions were at a total price of A$250 million and were made through
Brookfield Prime Property Fund (“BPPF”), in which BPO currently has an 80.47% interest.



In the third quarter of 2011, we acquired a 75% interest in
450 West 33rd Street in New York through a joint venture with Broadway Partners valued at approximately $520 million. The 1.8-million-square-foot
office building is directly adjacent to our 5.4 million square foot Manhattan West development site on 9th Avenue. In August2012, we purchased an additional interest from our partner bringing our ownership interest to approximately 75% and we became
the property manager for this building.



| Brookfield Office Properties | 2013 Annual Information Form5







In August 2011, Blackstone exercised its
call option on 18 of the office assets it managed in the Joint Venture in exchange for 100% of its interests in the 38 office assets
that we manage. Simultaneous with the exercise of the call option, Blackstone retired its share of the Joint Venture debt and assumed
the property-specific debt on the properties that it acquired.



On September 12, 2011, we purchased Three
Bethesda Metro Center, a 17-story, 368,400 square foot office building directly adjacent to the Bethesda Metro Station in
Bethesda, Maryland from The Meridian Group for $150.1 million.



On October 19, 2011, we sold the Newport
Tower office building in Jersey City to Multi-Employer Property Trust for $377.5 million.



On October 31, 2011, we purchased an additional
49% interest in 250 Vesey Street in New York for $264 million, increasing our ownership of the building to 100%.



On December 9, 2011, we acquired, together
with an investment consortium, 1801 California Street in Denver from PSEG Energy Holdings for $215 million. 1801 California Street
is a 54-story, Class A office building containing 1.4 million rentable square feet and more than 1,500 parking spaces.



On December 21, 2011, we sold 53 State
Street in Boston for $610 million.



In 2011, we increased our interest in the
U.S. Office Fund to approximately 84%.



On March 8, 2012, we, together with our
Canadian Office Fund partners, sold the Altius Centre office building in downtown Calgary for C$179.8 million.



On March 30, 2012, we, through BPPF, sold
our interest in Defence Plaza in Melbourne for proceeds of A$86.7 million.



On May 1, 2012, we acquired Bow Parkade,
a seven-story public parking facility located on a half city block in downtown Calgary for C$90 million. Our Herald Site development
property is located on the other half of the block and the entire block can now accommodate approximately 2.8 million square feet
of new development. In connection with the acquisition, we entered into a C$55 million financing with a term of four years on a
floating rate, interest-only basis at banker’s acceptance + 185 bps.



On June 5, 2012, we purchased Metropolitan
Park East and West in Seattle, a 700,000 square foot office campus, for $210 million. In connection with the acquisition, we entered
into a loan agreement placing $126 million of debt on the property at a rate of LIBOR plus 3.00% with a maturity date of June 10,
2016 with a one year extension option.



On June 19, 2012, we announced the acquisition
of a portfolio of properties in the City of London from Hammerson for approximately $871 million. The portfolio includes four operating
assets totaling 884,000 square feet and two development sites which can accommodate approximately 1.4 million square feet of density.
The acquisition of 99 Bishopsgate and a group of smaller assets closed on September 28, 2012. The acquisitions of 125 Old Broad
Street and Leadenhall Court are expected to close in June 2013.



On June 25, 2012, we purchased 799 9th
Street NW, a 10-story 203,000 square foot property in Washington, D.C., for $106 million. In connection with the acquisition we
entered into a new property-level financing of $71.5 million at LIBOR + 2.25% maturing on December 24, 2015.



In October 2012, we, along with a group
of funds controlled by BAM, acquired substantially all of the outstanding equity of a public real estate entity based in Australia.
Our equity interest in the entity is approximately 41%.



| Brookfield Office Properties | 2013 Annual Information Form6







On November 15, 2012, we sold, along with
our joint venture partner KBR Inc., the KBR Tower office building and adjacent garage in Houston to Corporate Property Associates
17-Global, a public non-traded REIT affiliate of W. P. Carey Inc., for gross proceeds of $174.6 million. We owned 50% of the joint
venture.



On November 20, 2012, we sold the 33 South
6th Street / Minneapolis City Center property in Minneapolis to Shorenstein Properties LLC on behalf of its tenth investment fund,
Shorenstein Realty Investors Ten, L.P., for a gross sale price of $205.5 million.



On February 1, 2013, in connection with
a reorganization of Brookfield Johnson Controls Canada, our interest in this joint venture decreased from 40% to 33.1%.



In January 2013, we sold RBC Plaza in Minneapolis
for $127 million.



Development



On March 31, 2010, we announced that we
had entered into a joint venture with Great Portland Estates, a United Kingdom based REIT, to acquire a 50% ownership interest
in the 100 Bishopsgate partnership for $64 million. 100 Bishopsgate is a strategically located development opportunity in the heart
of the City of London, close to the popular Liverpool Street Station. Current plans envision development of an 820,000 square foot,
40-story landmark tower which will redefine London’s skyline. Under the terms of the joint venture agreement, we will manage
construction and development, including the initial lease-up of the new properties, which will be designed and built to the same
best-in-class standards as our recently developed office buildings in North America. In October 2012, we increased our ownership
interest in this joint venture to 87.5%.



On June 16, 2011, we announced plans for
a $250 million renovation of the retail areas of Brookfield Place New York. The plans include a new 600-seat dining terrace overlooking
the North Cove Marina and Hudson River, a 25,000 square foot European-style marketplace and a new double-stacked fashion corridor.



On May 18, 2012, we achieved practical
completion of our 953,000 square foot Perth development project, which was renamed “Brookfield Place Perth.”



On June 12, 2012, we announced plans to
commence development of the second office tower of Bay Adelaide Centre in Toronto and that professional services firm Deloitte
LLP has signed a commitment to lease 420,000 square feet – approximately 43% of the building – as the anchor tenant.
Construction on the 44-story, 980,000 square foot tower commenced in the second half of 2012 with an expected completion date of
late 2015.



On June 27, 2012, Hammerson assigned its
option to develop and lease London Wall Place, a 1.8 acre development site which has consent for 500,000 square feet of offices
in two buildings. We subsequently entered into a 50/50 joint venture with Oxford Properties to develop this site.



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



On January 16, 2013, we announced that
we had commenced construction of a $680 million deck at the Manhattan West development site on Ninth Avenue between West 33rd and
West 31st Streets. Platform construction is expected to be completed in the spring of 2014 at which time tower construction can
commence.



Financings and Refinancings



In 2010, we refinanced approximately $1
billion at historically low interest rates, generating net proceeds of approximately $500 million, including: 245 Park Avenue,
New York, for $800 million ($400 million at our share) with a 3.88% interest rate and seven-year term; Heritage Plaza, Houston,
for $200 million with a 4.97% interest rate and 12-year term; 200 Vesey Street, New York, for $150 million with a LIBOR + 2.75%
interest rate and a four-year term; Reston Crescent, Virginia, for $75 million with a LIBOR + 1.75% interest rate and five-year
term; 1250 Connecticut Ave., Washington, D.C., for $53 million with a 5.86% interest rate and five-year term; and Bankers Court,
Calgary for C$48 million with a 4.95% interest rate and 10-year term.



| Brookfield Office Properties | 2013 Annual Information Form7







On March 8, 2011, we renewed our $695 million
revolving credit facility with a syndicate of banks through March 2014, with two one-year extension options.



In July 2011, our subsidiary, BOX, entered
into bilateral agreements with a number of Canadian chartered banks for an aggregate revolving credit facility of C$200 million
with a three-year term and one one-year extension option.



In 2011, we also refinanced or secured
$4.5 billion of new financing during the year including the recapitalization of our U.S. Office Fund and the financing of Bay Adelaide
Centre West in Toronto which was completed at a 4.4% interest rate. This $4.5 billion breaks down as $1.5 billion in the U.S. Office
Fund; $900 million in North America; $900 million in Australia; and acquisition-related financings of $1.2 billion. The average
rate on these financings was 5.3%.



On January 17, 2012, we completed an offering
of C$200 million principal amount of 4.30% senior unsecured notes due January 17, 2017.



On April 16, 2012, we completed an offering
of C$150 million principal amount of 4.00% senior unsecured notes due April 16, 2018.



In 2012, we also refinanced or secured
nearly $2.1billion in financings or refinancings during the year including raising net new capital of $0.9 billion.



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



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



Capital Markets



On January 20, 2010, we completed an offering
of 11 million preference shares, Series N to a syndicate of underwriters at a purchase price of C$25 per share. The gross proceeds
raised by us from the share issuance were C$275 million.



On October 21, 2010, we completed an offering
of 12 million preference shares, Series P to a syndicate of underwriters at a purchase price of C$25 per share. The gross proceeds
raised by us from the share issuance were C$300 million.



In connection with the divestiture of BPO
Residential, we distributed rights to our common shareholders which entitled them to acquire, at $10 per share, the BRPI shares
that we received in exchange for our contribution of BPO Residential. This was done to allow our shareholders the opportunity to
participate in the ownership of BRPI. We completed the rights offering on June 15, 2011. BAM acquired all of our shares of BRPI
that were not subscribed for in the rights offering. The gross proceeds raised by us from the rights offering and the sale to BAM
were $515 million.



On September 2, 2011, we completed an offering
of 10 million preference shares, Series R to a syndicate of underwriters at a purchase price of C$25 per share. The gross proceeds
raised by us from the share issuance were C$250 million.



In January 2012, we filed a short form
base shelf prospectus with the securities regulatory authorities in all of the provinces of Canada and a registration statement
on Form F-10 with the United States Securities and Exchange Commission. This base shelf prospectus allows us to issue up to $1
billion of Class AAA preference shares, common shares and unsecured debt securities.



On March 30, 2012, we redeemed all 6,138,022
of our outstanding class AAA Preference Shares, Series I for C$25 per share.



On September 13, 2012, we completed an
offering of 10 million preference shares, Series T to a syndicate of underwriters at a purchase price of C$25 per share. The gross
proceeds raised by us from the share issuance were C$250 million.



| Brookfield Office Properties | 2013 Annual Information Form8







On September 19, 2012, we announced that
we had renewed our common share normal course issuer bid for a further one year period. During the twelve month period commencing
September 22, 2012 and ending September 21, 2013, we may purchase on the TSX and/or the NYSE up to 12,603,728 common shares, representing
approximately 2.5% of our issued and outstanding common shares.



On January 31, 2013, we redeemed all 8,000,000
of our outstanding class AAA Preference Shares, Series F for C$25 per share plus accrued and unpaid dividends.





On March 22, 2013, BPP announced a proposal to exchange its
existing preferred shares for new class AAA preference shares of BPO with substantially the same terms and conditions. If BPP’s
preferred shareholders approve the proposed transaction at a special meeting, and the requisite court approval is obtained for
the plan of arrangement, it is anticipated that the proposed transaction will be completed on or about April 29, 2013.





| Brookfield Office Properties | 2013 Annual Information Form9







BUSINESS
OF BROOKFIELD Office Properties



Commercial Property Operations



Our commercial property portfolio consists
of interests in 111 properties totaling 76 million square feet, including 10 million square feet of parking. Our development portfolio
comprises interests in 17 sites totaling 17 million square feet. Our primary markets are the financial, energy and government center
cities of New York, Washington, D.C., Houston, Los Angeles, Denver, Seattle, Toronto, Calgary and Ottawa in North America as well
as Sydney, Melbourne and Perth in Australia and London in the United Kingdom. Landmark assets include Brookfield Places in New
York, Toronto and Perth, Bank of America Plaza in Los Angeles, Bankers Hall in Calgary and Darling Park in Sydney.



We are focused on the following strategic
priorities:

| | · | Realizing value from our properties through proactive leasing and select redevelopment initiatives;
| | - | ---------------------------------------------------------------------------------------------------

| | · | Prudent capital management including refinancing mature properties and disposition of select mature
or non-core assets; and
| | - | ---------------------------------------------------------------------------------------------------------------------------

| | · | Advancing development assets as the economy rebounds and supply constraints create opportunities.
| | - | -------------------------------------------------------------------------------------------------



Business Strategy



Long-Term Lease Profile Limits Market
Risk. Our strategy is to sign long-term leases in order to mitigate risk and reduce our overall re-tenanting costs. We
typically commence discussions with tenants regarding their space requirements well in advance of the contractual expiration, and
although each market is different, the majority of our leases, when signed, extend between 10- and 20-year terms. We attempt to
stagger our lease expiry profile so that we are not faced with disproportionate amounts of space expiring in one year.



Diversified, High Credit Quality
Tenants. An important characteristic of our portfolio is the strong credit quality of our tenants. We direct special attention
to credit quality, particularly in the current economic environment, in order to ensure the long-term sustainability of rental
revenues through economic cycles. The following list shows major tenants with over one million square feet of space in our portfolio
by leased area and their respective credit ratings and lease commitments:





|Tenant                           |  | Primary Location           |  | Credit Rating(1) |  |  | Year ofExpiry(2) |  |  | Total(000’s Sq.Ft.) |       |  | % of Sq.Ft.(3) | 
|-------------------------------- |  | -------------------------- |  | ---------------- |  |  | ---------------- |  |  | ------------------- | ----- |  | -------------- | 
|Government & Government Agencies |  | All Markets                |  | AA+/AAA          |  |  | Various          |  |  |                     | 5,279 |  |                | 
|Bank of America/Merrill Lynch(4) |  | NY/Toronto/Denver/LA       |  | A/A-             |  |  | Various          |  |  |                     | 4,948 |  |                | 
|CIBC World Markets(5)            |  | NY/Toronto/Calgary         |  | A+               |  |  | 2033             |  |  |                     | 1,436 |  |                | 
|Suncor Energy                    |  | Calgary                    |  | BBB+             |  |  | 2025             |  |  |                     | 1,356 |  |                | 
|RBC                              |  | Van./Tor./Cal./NY/LA/Minn. |  | AA-              |  |  | 2024             |  |  |                     | 1,270 |  |                | 
|Morgan Stanley                   |  | NY/Los Angeles/Denver      |  | A-               |  |  | 2030             |  |  |                     | 1,219 |  |                | 
|Bank of Montreal                 |  | Calgary/Toronto            |  | A+               |  |  | 2023             |  |  |                     | 1,169 |  |                | 





| | (1) | From Standard & Poor’s, Moody’s or DBRS
| | --- | ---------------------------------------

| | (2) | Weighted average basis based on square feet
| | --- | -------------------------------------------

| | (3) | Prior to considering partnership interests in partially owned properties
| | --- | ------------------------------------------------------------------------

| | (4) | Bank of America/Merrill Lynch leases 4.6 million square feet at Brookfield Place New York, of
which they occupy 2.7 million square feet with the balance being subleased to various subtenants ranging in size up to 500,000
square feet. Of this 2.7 million square feet, 1.9 million is in 250 Vesey Street and 0.8 million square feet is in 225 Liberty
Street
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | CIBC World Markets leases 1.1 million square feet at 300 Madison Avenue in New York, of which
they sublease 925,000 square feet to PricewaterhouseCoopers
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------



Proactive Leasing Strategy.Our
proactive leasing strategy produced total 2012 leasing of 6.8 million square feet. Our vacancy rates are significantly below the
market average in almost all of our primary markets. Our occupancy rate, at December 31, 2012, was 92%. Increasing occupancy and
reducing rollover exposure allows for continued stable cashflow and low levels of capital expenditures and leasing costs.



| Brookfield Office Properties | 2013 Annual Information Form10







Investment Strategy



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



Expand
asset management platform.We have historically explored property-level joint venture opportunities with strategic institutional
partners. Although we plan to continue with these endeavors we also consider opportunities to pursue the acquisition of individual
assets and portfolios through joint venture fund vehicles. In 2005 we formed our Canadian Office Fund to acquire the O&Y portfolio,
in 2006 we formed our U.S. Office Fund to consummate the acquisition of the Trizec portfolio, in 2009 we co-sponsored with our
parent company, BAM, the Real Estate Turnaround Program dedicated to investing in under-performing real estate and in 2012 we participated
in an investment made by the BAM sponsored Brookfield Strategic Real Estate Partners Fund. Our participation in these funds is
focused only on investments in the office sector. Of our 111 commercial
office properties, 37 are wholly owned, 23 are held in property-level joint ventures, co-tenancies or through participating loan
interests, and 51 are held in our funds.



Our Canadian Office Fund, which consists
of 10 properties in Toronto and Ottawa, is a consortium of institutional investors, led and managed by us. Affiliates of the consortium
members own direct interests in property-level joint ventures and have entered into several agreements relating to property management,
fees, transfer rights and other material issues associated with the operation of the properties. Our U.S. Office Fund, which consists
of 36 properties in New York, Washington, D.C., Houston and Los Angeles and 2.9 million square feet of development sites, which
we lead and manage, invests through direct and indirect investment vehicles that have also entered into several agreements relating
to property management, fees, transfer rights and other material issues associated with the operation of the properties.



We believe that investing our liquidity
with partners in fund formats enables us to enhance returns. The funds and associated asset management fees represent an important
area of growth as we expand our assets under management. Purchasing properties or portfolios of properties in a fund format allows
us to earn the following categories of fees:



|· | Asset Management | Stable base fee for providing regular, ongoing services.                                                                                                                                                                      
|- | ---------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                  |                                                                                                                                                                                                                               
|· | Transaction      | Development, redevelopment and leasing activities conducted on behalf of funds.                                                                                                                                               
|  |                  |                                                                                                                                                                                                                               
|· | Performance      | Earned when certain predetermined benchmarks are exceeded. Performance fees, which can add considerably to fee revenue, typically arise later in a fund’s life cycle and are therefore not fully reflected in current results.



| Brookfield Office Properties | 2013 Annual Information Form11







Commercial Development



We hold interests in 17 million square
feet of high-quality, centrally-located development sites. With the exception of Manhattan West in New York and Bay Adelaide East
in Toronto, these development sites are in planning stages. We will seek to monetize these sites through development only when
we meet our risk-adjusted return hurdles and when we achieve preleasing targets.



The following table summarizes our commercial
development projects at December 31, 2012:



|                                        |  |            |  |                                                                                                    |    | Number   |   |  |         |  |     | Assets Under |       
|--------------------------------------- |  | ---------- |  | -------------------------------------------------------------------------------------------------- | -- | -------- | - |  | ------- |  | --- | ------------ | ------
|(Square feet
    in 000’s)              |  | Region     |  | Location                                                                                           |    | of Sites |   |  | Owned % |  |     | Management   |       
|Active Developments                     |  |            |  |                                                                                                    |    |          |   |  |         |  |     |              |       
|Manhattan West                          |  | New York   |  | Between 31st and 33rdStreet across from Moynihan train station                                     |    |          | 1 |  |         |  | 100 | %            |       
|Bay Adelaide East                       |  | Toronto    |  | Bay and Adelaide Streets                                                                           |    |          | 1 |  |         |  | 100 | %            |       
|Total
    active developments           |  |            |  |                                                                                                    | 2  |          |   |  |         |  |     |              | 5,980 
|                                        |  |            |  |                                                                                                    |    |          |   |  |         |  |     |              |       
|U.S. Developments
    in Planning       |  |            |  |                                                                                                    |    |          |   |  |         |  |     |              |       
|1501 Tremont Place                      |  | Denver     |  | One block from Republic Plaza                                                                      |    |          | 1 |  |         |  | 100 | %            |       
|Block 173                               |  | Denver     |  | One block from Republic Plaza                                                                      |    |          | 1 |  |         |  | 100 | %            |       
|Reston Crescent(1)                      |  | Washington |  | 36-acre landscaped campus adjacent to Reston,
    Virginia                                         |    |          | 1 |  |         |  | 84  | %            |       
|1500 Smith Street(1)                    |  | Houston    |  | Between 1600 and 1400 Smith Street                                                                 |    |          | 1 |  |         |  | 84  | %            |       
|Five Allen Center(1)                    |  | Houston    |  | A sky bridge connection to the Allen Center                                                        |    |          | 1 |  |         |  | 84  | %            |       
|Allen Center Clay Street(1)             |  | Houston    |  | Located in the heart of
    the Allen Center/Cullen Center complex                                 |    |          | 1 |  |         |  | 84  | %            |       
|                                        |  |            |  |                                                                                                    |    |          | 6 |  |         |  |     |              |       
|Canadian Developments
    in Planning   |  |            |  |                                                                                                    |    |          |   |  |         |  |     |             
|Bay Adelaide North                      |  | Toronto    |  | Bay and Adelaide Streets                                                                           |    |          | 1 |  |         |  | 100 | %            |       
|Brookfield Place III                    |  | Toronto    |  | Third Tower of current project                                                                     |    |          | 1 |  |         |  | 54  | %            |       
|Bankers West Parkade                    |  | Calgary    |  | West parkade adjacent to Bankers Hall                                                              |    |          | 1 |  |         |  | 50  | %            |       
|225 Sixth                               |  | Calgary    |  | Within one block of Fifth Avenue Place, Bankers
    Hall and Suncor Energy Centre                  |    |          | 1 |  |         |  | 100 | %            |       
|300 Queen Street(2)                     |  | Ottawa     |  | Third phase of Place de
    Ville project                                                          |    |          | 1 |  |         |  | 25  | %            |       
|                                        |  |            |  |                                                                                                    |    |          | 5 |  |         |  |     |              |       
|Australian Developments
    in Planning |  |            |  |                                                                                                    |    |          |   |  |         |  |     |              |       
|Brookfield Place Tower 2                |  | Perth      |  | 14-story tower block adjacent to Brookfield
    Place Perth                                        |    |          | 1 |  |         |  | 100 | %            |       
|                                        |  |            |  |                                                                                                    |    |          | 1 |  |         |  |     |              |       
|U.K. Developments
    in Planning       |  |            |  |                                                                                                    |    |          |   |  |         |  |     |              |       
|100 Bishopsgate                         |  | London     |  | Located in the central core of the City of
    London                                              |    |          | 1 |  |         |  | 88  | %            |       
|London Wall Place(3)                    |  | London     |  | Located in the heart of the City of London
    financial district and close to the Bank of England |    |          | 1 |  |         |  | 50  | %            |       
|Principal Place(4)                      |  | London     |  | Located on the City of
    London/Shoreditch border                                                |    |          | 1 |  |         |  | 100 | %            |       
|                                        |  |            |  |                                                                                                    |    |          | 3 |  |         |  |     |              |       
|Total
    developments in planning      |  |            |  |                                                                                                    | 15 |          |   |  |         |  |     |              | 11,124
|                                        |  |            |  |                                                                                                    |    |          |   |  |         |  |     |              |       
|Total
    commercial developments       |  |            |  |                                                                                                    | 17 |          |   |  |         |  |     |              | 17,104



(1)Represents U.S. Office Fund assets

(2)Represents Canadian Office Fund asset

(3)
Represents jointly controlled interest

(4)
Represents a contribution



| Brookfield Office Properties | 2013 Annual Information Form12







Prudent and Flexible Capital Plan



Our strong balance sheet allows us to simultaneously
pursue numerous growth initiatives including development and acquisitions.



We monitor both the amount of our leverage
and the mix of our fixed/floating-rate debt to provide a more reliable stream of earnings. We regularly review various credit ratios
to monitor our leverage. In order to mitigate the risk of rising interest rates, we finance our commercial properties through a
combination of fixed and variable rate debt. Our optimum financing goal is to place long-term fixed rate non-recourse debt on each
of our commercial properties. However, when an asset is being repositioned or released we may temporarily use a variety of short-term
variable rate financing facilities, including loans from BAM and its affiliates, bridge financing from financial institutions and
recourse debt. In addition, from time to time, we may enter into interest rate derivative contracts in order to limit our exposure
to increasing interest rates.



Depending on market conditions, we opportunistically
access the public equity markets through the issuance of common or preference shares. To the extent that we believe it is necessary
and efficient, we may also raise capital through a variety of other means, including, but not limited to, public debt offerings,
selling assets, entering into joint ventures or partnerships with equity providers, or a combination of these and other methods.



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



|($ in Millions)                              |  | Location         |  | Rate |      |   | Maturity Date |           |      | Dec.
    31, 2012(1,2) |  |   | Mortgage
    Details(3)
|-------------------------------------------- |  | ---------------- |  | ---- | ---- | - | ------------- | --------- | ---- | ---------------------- |  | - | -----------------------
|Commercial property debt                     |  |                  |  |      |      |   |               |           |      |                        |  |   |                        
|West 31st
    Street(4)                      |  | New York         |  |      | 6.00 | % |               | January   | 2013 |                        |  | $ | 105                    
|105 Adelaide                                 |  | Toronto          |  |      | 5.32 | % |               | February  | 2013 |                        |  |   | 21                     
|Bay Wellington Tower                         |  | Toronto          |  |      | 6.49 | % |               | April     | 2013 |                        |  |   | 310                    
|Hudson's Bay Centre(5)                       |  | Toronto          |  |      | 5.20 | % |               | May       | 2013 |                        |  |   | 105                    
|KPMG Tower(6,7)                              |  | Sydney           |  |      | 8.48 | % |               | May       | 2013 |                        |  |   | 78                     
|75 State Street                              |  | Boston           |  |      | 5.50 | % |               | June      | 2013 |                        |  |   | 249                    
|Three Bethesda Metro Center                  |  | Washington, D.C. |  |      | 6.60 | % |               | June      | 2013 |                        |  |   | 111                    
|225 Liberty Street                           |  | New York         |  |      | 6.91 | % |               | September | 2013 |                        |  |   | 70                     
|601 South 12th Street                        |  | Washington, D.C. |  |      | 5.42 | % |               | October   | 2013 |                        |  |   | 52                     
|701 South 12th Street                        |  | Washington, D.C. |  |      | 5.42 | % |               | October   | 2013 |                        |  |   | 43                     
|Bankers Hall                                 |  | Calgary          |  |      | 7.17 | % |               | November  | 2013 |                        |  |   | 158                    
|250 Vesey Street                             |  | New York         |  |      | 3.48 | % |               | November  | 2013 |                        |  |   | 350                    
|1550
    & 1560 Wilson Boulevard(8)          |  | Washington, D.C. |  |      | 2.81 | % |               | January   | 2014 |                        |  |   | 69                     
|Ernst & Young Tower                          |  | Los Angeles      |  |      | 5.07 | % |               | February  | 2014 |                        |  |   | 103                    
|650 Massachusetts Avenue                     |  | Washington, D.C. |  |      | 2.96 | % |               | March     | 2014 |                        |  |   | 88                     
|2401 Pennsylvania
    Avenue(8)              |  | Washington, D.C. |  |      | 2.41 | % |               | May       | 2014 |                        |  |   | 30                     
|500 Jefferson Street(7,8)                    |  | Houston          |  |      | 4.39 | % |               | May       | 2014 |                        |  |   | 20                     
|601 Figueroa(7,8)                            |  | Los Angeles      |  |      | 4.39 | % |               | May       | 2014 |                        |  |   | 193                    
|1600 Smith Street(7,8)                       |  | Houston          |  |      | 4.39 | % |               | May       | 2014 |                        |  |   | 140                    
|Continental Center
    II(7,8)               |  | Houston          |  |      | 4.39 | % |               | May       | 2014 |                        |  |   | 27                     
|Landmark Square(7,8)                         |  | Los Angeles      |  |      | 4.39 | % |               | May       | 2014 |                        |  |   | 63                     
|One Allen Center(7,8)                        |  | Houston          |  |      | 4.39 | % |               | May       | 2014 |                        |  |   | 118                    
|Sunrise Tech Park(7,8)                       |  | Washington, D.C. |  |      | 4.39 | % |               | May       | 2014 |                        |  |   | 29                     
|Two Ballston Plaza(7,8)                      |  | Washington, D.C. |  |      | 4.39 | % |               | May       | 2014 |                        |  |   | 44                     
|Suncor Energy Centre(9)                      |  | Calgary          |  |      | 6.38 | % |               | June      | 2014 |                        |  |   | 207                    
|Brookfield Place Perth                       |  | Perth            |  |      | 5.70 | % |               | June      | 2014 |                        |  |   | 540                    
|Brookfield
    Prime Property Fund pool debt |  | Various          |  |      | 5.30 | % |               | June      | 2014 |                        |  |   | 495                    
|151 Yonge Street(10)                         |  | Toronto          |  |      | 2.92 | % |               | July      | 2014 |                        |  |   | 10                     
|2000 L Street                                |  | Washington, D.C. |  |      | 2.12 | % |               | August    | 2014 |                        |  |   | 98                     
|Bank of America Plaza(8)                     |  | Los Angeles      |  |      | 5.31 | % |               | September | 2014 |                        |  |   | 224                    
|Silver Spring Metro
    Plaza(8)             |  | Washington, D.C. |  |      | 2.36 | % |               | September | 2014 |                        |  |   | 103                    
|235 St Georges Terrace(7)                    |  | Perth            |  |      | 6.40 | % |               | September | 2014 |                        |  |   | 48                     
|225 Liberty Street                           |  | New York         |  |      | 9.00 | % |               | October   | 2014 |                        |  |   | 183                    
|First Canadian Place(10)                     |  | Toronto          |  |      | 5.37 | % |               | December  | 2014 |                        |  |   | 73                     
|2001 M Street(8)                             |  | Washington, D.C. |  |      | 5.25 | % |               | December  | 2014 |                        |  |   | 43                     
|200 Vesey Street                             |  | New York         |  |      | 3.00 | % |               | December  | 2014 |                        |  |   | 143                    
|Mezzanine Loan                               |  | Various          |  |      | 5.71 | % |               | January   | 2015 |                        |  |   | 198                    
|Southern Cross East
    Tower(6)             |  | Melbourne        |  |      | 5.03 | % |               | June      | 2015 |                        |  |   | 121                    
|Royal Centre                                 |  | Vancouver        |  |      | 3.33 | % |               | June      | 2015 |                        |  |   | 148                    



| Brookfield Office Properties | 2013 Annual Information Form13







|($ in Millions)                                                         |  | Location         |      | Rate |      |   | Maturity Date |           |      | Dec.
    31, 2012(1,2) |    |   | Mortgage
    Details(3)
|----------------------------------------------------------------------- |  | ---------------- | ---- | ---- | ---- | - | ------------- | --------- | ---- | ---------------------- | -- | - | -----------------------
|799 9th Street                                                          |  | Washington, D.C. |      |      | 2.89 | % |               | December  | 2015 |                        |    |   | 70                     
|One & Two Reston Crescent(8)                                            |  | Washington, D.C. |      |      | 1.96 | % |               | December  | 2015 |                        |    |   | 74                     
|1250 Connecticut Avenue(8)                                              |  | Washington, D.C. |      |      | 5.86 | % |               | January   | 2016 |                        |    |   | 51                     
|One Shelley Street(7)                                                   |  | Sydney           |      |      | 7.13 | % |               | January   | 2016 |                        |    |   | 199                    
|One New York Plaza(8)                                                   |  | New York         |      |      | 5.50 | % |               | March     | 2016 |                        |    |   | 376                    
|225 Sixth(4)                                                            |  | Calgary          |      |      | 3.07 | % |               | May       | 2016 |                        |    |   | 55                     
|Three Allen Center(8)                                                   |  | Houston          |      |      | 6.12 | % |               | May       | 2016 |                        |    |   | 163                    
|Metropolitan Park East &
    West                                       |  | Seattle          |      |      | 3.75 | % |               | June      | 2016 |                        |    |   | 124                    
|U.S.
    Office Fund acquisition financing(11)                          |  | Various          |      |      | 8.50 | % |               | October   | 2016 |                        |    |   | 269                    
|1801 California Street                                                  |  | Denver           |      |      | 3.46 | % |               | December  | 2016 |                        |    |   | 143                    
|200 Liberty Street                                                      |  | New York         |      |      | 5.83 | % |               | February  | 2017 |                        |    |   | 309                    
|52 Goulburn Street(7)                                                   |  | Sydney           |      |      | 5.63 | % |               | July      | 2017 |                        |    |   | 62                     
|99 Bishopsgate                                                          |  | London           |      |      | 4.27 | % |               | September | 2017 |                        |    |   | 215                    
|One Liberty Plaza                                                       |  | New York         |      |      | 6.14 | % |               | September | 2017 |                        |    |   | 830                    
|Southern Cross West Tower                                               |  | Melbourne        |      |      | 5.45 | % |               | November  | 2017 |                        |    |   | 82                     
|2 Queen Street East(10)                                                 |  | Toronto          |      |      | 5.64 | % |               | December  | 2017 |                        |    |   | 29                     
|1400 K Street(8)                                                        |  | Washington, D.C. |      |      | 5.30 | % |               | February  | 2018 |                        |    |   | 51                     
|West 33rd Street(4)                                                     |  | New York         |      |      | 5.90 | % |               | April     | 2018 |                        |    |   | 122                    
|Two Allen Center(8)                                                     |  | Houston          |      |      | 6.45 | % |               | May       | 2018 |                        |    |   | 202                    
|1201 Louisiana Street                                                   |  | Houston          |      |      | 4.65 | % |               | October   | 2018 |                        |    |   | 96                     
|Potomac Tower                                                           |  | Washington, D.C. |      |      | 4.50 | % |               | January   | 2019 |                        |    |   | 83                     
|22 Front Street                                                         |  | Toronto          |      |      | 6.24 | % |               | October   | 2020 |                        |    |   | 18                     
|Bankers Court                                                           |  | Calgary          |      |      | 4.96 | % |               | November  | 2020 |                        |    |   | 46                     
|1200 K Street(8)                                                        |  | Washington, D.C. |      |      | 5.88 | % |               | February  | 2021 |                        |    |   | 130                    
|Bethesda Crescent(8)                                                    |  | Washington, D.C. |      |      | 5.58 | % |               | February  | 2021 |                        |    |   | 59                     
|Queen's Quay Terminal                                                   |  | Toronto          |      |      | 5.40 | % |               | April     | 2021 |                        |    |   | 87                     
|Fifth Avenue Place                                                      |  | Calgary          |      |      | 4.71 | % |               | August    | 2021 |                        |    |   | 171                    
|Bay Adelaide West                                                       |  | Toronto          |      |      | 4.43 | % |               | December  | 2021 |                        |    |   | 399                    
|Exchange Tower                                                          |  | Toronto          |      |      | 4.03 | % |               | April     | 2022 |                        |    |   | 117                    
|77 K Street                                                             |  | Washington, D.C. |      |      | 4.58 | % |               | June      | 2022 |                        |    |   | 109                    
|Republic Plaza                                                          |  | Denver           |      |      | 4.24 | % |               | December  | 2022 |                        |    |   | 279                    
|HSBC Building                                                           |  | Toronto          |      |      | 4.06 | % |               | January   | 2023 |                        |    |   | 44                     
|Heritage Plaza                                                          |  | Houston          |      |      | 4.97 | % |               | January   | 2023 |                        |    |   | 199                    
|Jean Edmonds Towers(10)                                                 |  | Ottawa           |      |      | 6.79 | % |               | January   | 2024 |                        |    |   | 17                     
|701 9th Street                                                          |  | Washington, D.C. |      |      | 6.73 | % |               | December  | 2028 |                        |    |   | 150                    
|300 Madison Avenue                                                      |  | New York         |      |      | 7.26 | % |               | April     | 2032 |                        |    |   | 390                    
|Total commercial property debt                                          |  |                  |      |      | 5.38 | % |               |           |      |                        |    | $ | 11,030                 
|Corporate
    debt                                                      |  |                  |      |      |      |   |               |           |      |                        |    |   |                        
|C$200M BOX Corporate Revolver                                           |  | —                |      |      | 3.22 | % |               | June      | 2014 |                        |    |   | 68                     
|Senior Notes                                                            |  | —                |      |      | 4.30 | % |               | January   | 2017 |                        |    |   | 200                    
|Senior Notes                                                            |  | —                |      |      | 4.00 | % |               | April     | 2018 |                        |    |   | 150                    
|Total corporate debt                                                    |  |                  |      |      | 4.02 | % |               |           |      |                        |    |   | 418                    
|                                                                        |  |                  |      |      |      |   |               |           |      |                        |    |   |                        
|Total commercial property debt                                          |  |                  |      |      | 5.33 | % |               |           |      |                        |    |   | 11,448                 
|Commercial property debt associated
    with assets held for sale       |  |                  |      |      |      |   |               |           |      |                        |    |   |                        
|RBC Plaza                                                               |  | Minneapolis      |      |      | 2.25 | % |               | April     | 2013 |                        |    |   | 64                     
|Total commercial property debt associated with assets
    held for sale |  |                  | 2.25 | %    |      |   |               |           |      |                        | 64 |   |                        
|                                                                        |  |                  |      |      |      |   |               |           |      |                        |    |   |                        
|Total                                                                   |  |                  |      |      | 5.31 | % |               |           |      |                        |    | $ | 11,512                 



| | (1) | Represents our consolidated interest before non-controlling interests
| | --- | ---------------------------------------------------------------------

| | (2) | Net of $61 million of transaction costs
| | --- | ---------------------------------------

| | (3) | Non-recourse to Brookfield Office Properties
| | --- | --------------------------------------------

| | (4) | Development debt
| | --- | ----------------

| | (5) | A two-year extension option that extends the maturity to May 2015 is available to us provided
that certain debt service and loan-to-value thresholds are met
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | Represents liability payable to a subsidiary of BAM
| | --- | ---------------------------------------------------

| | (7) | These debt balances are floating, but a portion of each balance has interest rate swaps in place
to fix the interest rate through maturity
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------

| | (8) | U.S. Office Fund debt
| | --- | ---------------------

| | (9) | This loan consists of $174 million 1st mortgage bonds that are non-recourse to Brookfield Office
Properties and a $33 million unsecured loan from an affiliate
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (10) | Canadian Office Fund debt
| | ---- | -------------------------

| | (11) | Represents financing provided by seller of an approximate 20% interest in the U.S. Office Fund,
which is secured by a limited partnership interest in the U.S. Office Fund
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| Brookfield Office Properties | 2013 Annual Information Form14







Primary Markets and Properties



The following is a brief overview of the
commercial property markets in which we operate as of the date of this AIF and includes discussion of management’s expectations
with respect to certain markets which, by its nature, contains certain forward-looking statements. Forward-looking statements require
us to make certain assumptions and are subject to inherent risks and uncertainties that could cause actual results or events to
differ materially from current expectations. Please refer to the sections “Forward-looking Statements” and “Business
of Brookfield Office Properties – Company and Real Estate Industry Risks” for a discussion of certain of these risks
and uncertainties and material facts and assumptions related to the statements set forth in this section.



The term “BPO Direct” refers
to those properties which are wholly-owned or owned through property-level joint ventures. When referring to ownership of properties
by the U.S. or Canadian Office Fund, such ownership percentage refers to that of the applicable fund and not the proportionate
percentage ownership of BPO. See “Business of Brookfield Office Properties — Commercial Property Operations —
Investment Strategy” for a description of our interest in our funds. References to “BPPF” refer to our 80.47%
controlling interest in Brookfield Prime Property Fund, an entity that holds direct ownership interests in certain of the properties
in our Australian portfolio. Total area includes commercial office, retail, storage and parking.



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



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



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



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



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



| Brookfield Office Properties | 2013 Annual Information Form15







New York



The New York City office market contains
the largest area of office space in North America with approximately 242 million square feet of office space in Midtown Manhattan
and approximately 85 million square feet in Lower Manhattan.



New York Midtown



The Midtown Manhattan overall vacancy rate
at December 31, 2012 was 10.3%, a7.3% increase from 9.6% at December 31, 2011. Our vacancy rate in this market is approximately
8.5%. Absorption was approximately negative 971,523 square feet during 2012 compared to approximately 3.2 million square feet in
2011. Our average in-place net rent per square foot in this market was $40.64 per square foot as at December 31, 2012, as compared
to the average market net rent of $62.00 per square foot at that time.



BPO Direct



|Property             |  | Total Area(000’s Sq.Ft.) |  | Form and Percentageof Ownership                                                            |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-------------------- |  | ------------------------ |  | ------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|245 Park Avenue      |  | 1,787                    |  | 51% fee interest.  New York State Teachers’ Retirement System owns remaining 49% interest. |  | Located on a full square block in Midtown Manhattan, 245 Park Avenue is a 46-story office tower.  The building is constructed of glazed brick, glass and steel and has an outdoor plaza for both tenant and public use. The building was built in 1967 and has undergone a complete renovation of the lobby, plaza and elevators.                                                                                                                                                 
|                     |  |                          |  |                                                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|300 Madison Avenue   |  | 1,140                    |  | 100% fee interest.                                                                         |  | Designed by Skidmore, Owings & Merrill
        and completed in 2003, 300 Madison Avenue rises 35 stories in the heart of Midtown Manhattan, one block west of Grand Central Terminal.
        The elevated, spacious lobby features a striking 8-story glass atrium ascending above the building’s main entrance at the
        corner of 42nd Street and Madison Avenue. The building features an auditorium, dining facilities and other amenities on the lower
        levels.
|450 West 33rd Street |  | 1,792                    |  | 75% fee interest.                                                                          |  | 450 West 33rd Street is positioned in the middle of Manhattan’s West Side construction zone. The property's footprint stretches from West 31st to West 33rd Streets, taking up a half block between 9th and 10th Avenues. The building is located in close proximity to Penn Station, Madison Square Garden, the Lincoln Tunnel, the Hudson River and the Jacob Javits Convention Center.                                                                                         



U.S. Office Fund



|Property           |  | Total Area(000’s Sq.Ft.) |  | Form and Percentageof Ownership |  | Description                                                                                                                                                                                                                                                                                                                                                                      
|------------------ |  | ------------------------ |  | ------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The Grace Building |  | 1,557                    |  | 49.9% fee interest.             |  | The Grace Building is centrally located in Midtown Manhattan at 6th Avenue and 42nd Street. Built in 1971, Skidmore, Owings & Merrill designed the tower. The building’s distinctive curved tower walls are set back from the street and oversized windows provide views of the Manhattan skyline, the Hudson River and Bryant Park. The building has a 188-space parking garage.



| Brookfield Office Properties | 2013 Annual Information Form16







New York Downtown



The Lower Manhattan overall vacancy rate
at December 31, 2012 was 8.8%, a 7.4% decrease from 9.5% at December 31, 2011. Our vacancy rate in this market is approximately
5.9%. Absorption was 810,119 square feet during 2012 compared to 854,921 square feet in 2011. Our average in-place net rent per
square foot in this market was $29.11 per square foot as at December 31, 2012, as compared to the average market net rent of $32.00per square foot at that time.



BPO Direct



|Property                                                     |  | Total Area(000’s Sq.Ft.) |  | Form and Percentageof Ownership        |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------------------------------------------------------------ |  | ------------------------ |  | -------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Brookfield Place New York
        -	      200 Liberty Street |  | 1,721                    |  | 100% leasehold interest.               |  | 200 Liberty Street is located at the south end of the four unique office towers, designed by Cesar Pelli, comprising the landmark Brookfield Place New York complex that includes extensive public spaces and the spectacular Winter Garden.  200 Liberty Street is a 40-story tower which was completed in 1986.  The building is connected to the complex through an enclosed passageway.                                                                                                             
|                                                             |  |                          |  |                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-	     225 Liberty Street                                    |  | 2,706                    |  | 100% leasehold interest.               |  | 225 Liberty Street is a 44-story tower which was completed in 1987.  225 Liberty Street is directly connected to the retail area of Brookfield Place New York and the Winter Garden.                                                                                                                                                                                                                                                                                                                    
|                                                             |  |                          |  |                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-	     200 Vesey Street                                      |  | 1,307                    |  | Share of a tenancy in common interest. |  | Completed in 1985, 200 Vesey Street is a 52-story tower, with our share of the building measuring 1,299,000 square feet, and is world headquarters for American Express.  200 Vesey Street is connected to the rest of the Brookfield Place New York complex through a courtyard, leading to the Winter Garden.                                                                                                                                                                                         
|                                                             |  |                          |  |                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-	     250 Vesey Street                                      |  | 1,952                    |  | 100% leasehold interest.               |  | 250 Vesey Street is a 34-story tower which was completed in 1986.  250 Vesey Street is the westernmost office tower in the Brookfield Place New York complex and offers views of the New York City harbor, Statue of Liberty and Manhattan skyline.                                                                                                                                                                                                                                                     
|                                                             |  |                          |  |                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-	     Brookfield Place
        Retail and Winter Garden     |  | 291                      |  | 100%leasehold interest.                |  | Consists of the retail space in Brookfield Place New York which houses numerous restaurants, retailers and business services.                                                                                                                                                                                                                                                                                                                                                                           
|                                                             |  |                          |  |                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|One Liberty Plaza                                            |  | 2,346                    |  | 100% fee interest.                     |  | One Liberty Plaza is located in the financial district at Liberty Street and Broadway. This 54-story steel and glass tower which was completed in 1972 was designed by Skidmore, Owings & Merrill for U.S. Steel and the strength of the building lies in the simplicity of its sleek glass and steel architecture. One Liberty Plaza offers sweeping views of New York Harbor and the five boroughs, soaring above Zuccotti Park, which received the 2007 American Institute of Architects Merit Award.



U.S. Office Fund



|Property           |  | Total Area(000’s Sq.Ft.) |  | Form and Percentage ofOwnership |  | Description                                                                                                                                                                                                                                               
|------------------ |  | ------------------------ |  | ------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|One New York Plaza |  | 2,587                    |  | 100% fee interest.              |  | One New York Plaza is located at Water and Whitehall Street and is the southernmost of all Manhattan skyscrapers. Constructed in 1970, this 50-story Downtown building has a unique 111,000 square foot base. The building underwent a renovation in 1995.



| Brookfield Office Properties | 2013 Annual Information Form17







Boston, Massachusetts



The Boston financial district market, where
BPO’s 75 State Street property is located, is Boston’s largest with approximately 35.4 million square feet. The Boston
CBD overall vacancy rate at December 31, 2012 was 17.5%, a 10.7% decrease from 19.6% at December 31, 2011. Our vacancy rate in
this market is approximately 25.4%. Absorption was 839,000square feet during 2012 compared to negative 109,000 square feet
in 2011. Our average in-place net rent per square foot in this market was $24.56per square foot as at December 31, 2012,
as compared to the average market net rent of $26.00 per square foot at that time.



BPO Direct



|Property        |  | Total Area(000’s Sq.Ft.) |  | Form and Percentageof Ownership |  | Description                                                                                                                                                                                                                                                                                                                                 
|--------------- |  | ------------------------ |  | ------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|75 State Street |  | 1,031                    |  | 100% fee interest.              |  | 75 State Street is located in the heart of Boston's financial district.  This 31-story Art Deco office building, built in 1988, represents classic architectural design with extensive use of granite on the exterior facade and marble throughout the six-story great hall lobby, leading to the on-site retail, banking and food services.





| Brookfield Office Properties | 2013 Annual Information Form18









Washington, D.C.



The Washington, D.C. office market consists
of approximately 376 million square feet of space. The Washington, D.C. overall vacancy rate at December 31, 2012 was 13.4%, a
10.7% increase from 12.1% at December 31, 2011. Our vacancy rate in this market is approximately 9.5%. Absorption was approximately
negative 3,022,000 square feet during 2012 compared to 1,401,000 square feet in 2011. Our average in-place net rent per square
foot in this market was $28.24 per square foot as at December 31, 2012, as compared to the average market net rent of $32.00per square foot at that time.



BPO Direct



|Property                     |  | Total Area
        (000’s Sq.Ft.) |  | Form and Percentage
        Of Ownership               |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---------------------------- |  | --------------------------------- |  | ------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1625 Eye Street              |  | 571                               |  | 10% fee interest.  The remaining 90% is owned by Edge. |  | 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. The building was built in 2003.                                                                                                                                                                                          
|701 9th Street               |  | 547                               |  | 100% fee interest.                                     |  | Built in 2001, 701 9th Street is located across from the national Portrait Gallery and one block west of the Verizon Center.                                                                                                                                                                                                                                                                                                                                                    
|                             |  |                                   |  |                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|799 9th Street               |  | 265                               |  | 100% fee interest.                                     |  | 799 9th Street, NW, on the corner of 9th
        and H Streets, is in the heart of D.C.’s Penn Quarter and immediately adjacent to City Center. Built in 2001, this 10-story
        building provides tenants direct access to city transit and is located just two blocks from the 7th Street corridor with a variety
        of restaurants, retail and entertainment venues.                                                                                                
|Potomac Tower                |  | 441                               |  | 100% fee interest.                                     |  | Located at 1001 North 19th Street in Rosslyn, 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 less than 10 minutes from Washington Reagan National Airport.
|                             |  |                                   |  |                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|601 & 701 South 12th Street  |  | 562                               |  | 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. Built in 1982, the buildings were renovated in 2003 and 2004.                                                                                                                                                                                                                         
|                             |  |                                   |  |                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|77 K Street                  |  | 327                               |  | 100% fee interest.                                     |  | Located in the Capitol Hill submarket of Washington, D.C., two blocks from Union Station, 77 K Street is an 11-story office building. 77 K Street features a rooftop terrace with dramatic views of the U.S. Capitol and a private fitness facility.                                                                                                                                                                                                                            
|                             |  |                                   |  |                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|650 Massachusetts Avenue, NW |  | 387                               |  | 100% fee interest.                                     |  | Attractively situated at the corner of Massachusetts Avenue, NW and 7th Street, NW overlooking historic Mt. Vernon square, 650 Massachusetts Avenue, NW is an eight-story office building and a four-story parking garage.  The building is 1 1⁄2 blocks from the Gallery Place Metro Station and is within short walking distance of the Verizon Center sports and entertainment venue and the Washington Convention Center.                                                     
|                             |  |                                   |  |                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Three Bethesda Metro Center  |  | 368                               |  | 100% leasehold interest.                               |  | Three Bethesda Metro Center is ideally located in the heart of downtown Bethesda. Sitting adjacent to the Bethesda Metro Station and the Hyatt Regency Hotel, this building is two blocks away from the shops and restaurants of Bethesda Row. This building features high window ratios, several on-site amenities, underground parking and glass elevators overlooking a dramatic 16-story atrium.                                                                            



| Brookfield Office Properties | 2013 Annual Information Form19







U.S. Office Fund



|Property                  |  | Total Area
        (000’s Sq.Ft.) |  | Form and Percentage of
Ownership                                         |  | Description                                                                                                                                                                                                                                                                                                                                        
|------------------------- |  | --------------------------------- |  | ------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                          |  |                                   |  |                                                                          |  |                                                                                                                                                                                                                                                                                                                                                    
|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.                                                                                                                                                                                                                             
|                          |  |                                   |  |                                                                          |  |                                                                                                                                                                                                                                                                                                                                                    
|1250 Connecticut Avenue   |  | 210                               |  | 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 1963, the property was renovated in 1996 and offers restaurants, retail and underground parking on site.                                                                                               
|                          |  |                                   |  |                                                                          |  |                                                                                                                                                                                                                                                                                                                                                    
|1400 K Street             |  | 224                               |  | 100% fee interest.                                                       |  | 1400 K Street 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 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 a 13-story office building that opened in 1968. In 1998, the building entrance, lobby, storefronts and common areas were remodeled
        as part of a redesign by RTKL Associates. A large floor plate offers remarkable flexibility and efficiency for tenants large and
        small.  
|2001 M Street             |  | 264                               |  | 98% fee interest.  The remaining 2% is owned by other partners.          |  | Built in 1986 and located in the West End of the CBD and within the Golden Triangle business improvement district, this polished granite, 12-story, Class A office building has abundant parking and is close to numerous restaurants and shopping.                                                                                                
|                          |  |                                   |  |                                                                          |  |                                                                                                                                                                                                                                                                                                                                                    
|2401 Pennsylvania Ave     |  | 93                                |  | 100% fee interest.                                                       |  | Designed by Keyes Condon Florance, 2401 Pennsylvania Avenue was the recipient of The Washington Chapter of the American Institute of Architects (AIA/DC) “Award for Excellence in Architecture”. The mixed-use office, retail and residential building, built in 1990, is situated on the corner of Pennsylvania Avenue right at Washington Circle.
|                          |  |                                   |  |                                                                          |  |                                                                                                                                                                                                                                                                                                                                                    
|Bethesda Crescent         |  | 336                               |  | 100% fee interest.                                                       |  | Designed by Keyes Condon Florance, Bethesda Crescent is comprised of three office buildings located just across Wisconsin Avenue from the Bethesda Metro Station.  The buildings were built in 1955 and renovated in 1988.                                                                                                                         
|                          |  |                                   |  |                                                                          |  |                                                                                                                                                                                                                                                                                                                                                    
|One Reston Crescent       |  | 185                               |  | 100% fee interest.                                                       |  | One Reston Crescent, built in 2000, is the first building of the Reston Crescent development, a 6-story structure with state-of-the-art building systems and an elegant 2-story lobby.  Reston Crescent is a 36-acre, carefully phased master development set in a wooded park along the Dulles Corridor in Reston, Virginia.                      
|                          |  |                                   |  |                                                                          |  |                                                                                                                                                                                                                                                                                                                                                    
|Silver Spring Metro Plaza |  | 771                               |  | 100% fee interest.                                                       |  | Built in 1986, Silver Spring Metro Plaza is comprised of three buildings conveniently located in the Downtown Silver Spring business district.                                                                                                                                                                                                     
|                          |  |                                   |  |                                                                          |  |                                                                                                                                                                                                                                                                                                                                                    
|Sunrise Tech Park         |  | 316                               |  | 100% fee interest.                                                       |  | Sunrise Tech Park is a professional complex of four contemporary office and research and development buildings situated in Northern Virginia’s Reston/Herndon Corridor. Built in 1985, each single story structure features wrap-around window lines.                                                                                              
|                          |  |                                   |  |                                                                          |  |                                                                                                                                                                                                                                                                                                                                                    
|Two Ballston Plaza        |  | 223                               |  | 100% fee interest.                                                       |  | Built in 1988, Two Ballston Plaza is an 11-story building located at the west end of the Rosslyn-Ballston corridor.                                                                                                                                                                                                                                
|                          |  |                                   |  |                                                                          |  |                                                                                                                                                                                                                                                                                                                                                    
|Victor Building           |  | 347                               |  | 49.9% of the fee interest.  The remaining interest is held by Principal. |  | Expanded and renovated in 2000, the Victor Building is an historic property located in the East End submarket in Washington, D.C. It is a freestanding 9-story office building.  The lobby and entrance have recently been renovated and a fitness center and rooftop terrace have been added.                                                     
|                          |  |                                   |  |                                                                          |  |                                                                                                                                                                                                                                                                                                                                                    
|1550 & 1560 Wilson Blvd   |  | 359                               |  | 100% fee interest.                                                       |  | The 1550 building is a 7-story pre-cast concrete building built in 1984. 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.                       
|                          |  |                                   |  |                                                                          |  |                                                                                                                                                                                                                                                                                                                                                    
|Two Reston Crescent       |  | 185                               |  | 100% fee interest.                                                       |  | Two Reston Crescent, the second building of the Reston Crescent development, was completed in 2007.  It is a 6-story structure with state-of-the-art building systems and an elegant 2-story lobby.  Reston Crescent is a 36-acre, carefully phased master development set in a wooded park along the Dulles Corridor in Reston, Virginia.         



| Brookfield Office Properties | 2013 Annual Information Form20







Houston, Texas



The Houston CBD office market consists
of approximately 49.8 million square feet of space. The Houston CBD overall vacancy rate at December 31, 2012 was 8.7%, a
18.7% decrease from 10.7% at December 31, 2011. Our vacancy rate in this market is approximately 13.4%. Absorption was approximately
713,860 square feet during 2012 compared to negative 650,593 square feet in 2011. Our average in-place net rent per square foot
in this market was $16.99 per square foot as at December 31, 2012, as compared to the average market net rent of $22.00 per
square foot at that time.



BPO Direct



|Property       |  | Total Area
        (000’s Sq.Ft.) |  | Form and Percentage
of Ownership |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-------------- |  | --------------------------------- |  | -------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1201 Louisiana |  | 892                               |  | 100% fee interest.               |  | Situated in Houston's CBD, 1201 Louisiana is a 35-story building.  The property features direct connection to Houston's all-weather tunnel/skywalk system which provides direct access to Allen Center and the Hyatt Regency Hotel as well as many eateries and retail shops. Outfitted with mirror-finished reflective glass, 1201 Louisiana offers distinctive architecture and views of the city are highlighted by full floor-to-ceiling windows. The building was built in 1971 and renovated in 1981 and 1996.  The building is three blocks from the light rail and has three levels of on-site parking.
|               |  |                                   |  |                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Heritage Plaza |  | 1,821                             |  | 51% fee interest.                |  | Situated on the western perimeter of Downtown Houston, this 53-story office tower overlooks historic Sam Houston Park and is well-known for its distinctive design elements, a recognizable marker on the Houston skyline. The building is convenient to major thoroughfares and provides direct passage to adjacent buildings and surrounding amenities via sky bridge. Tenant amenities include ample on-site parking and a fitness center.                                                                                                                                                                  



U.S. Office Fund



|Property                    |  | Total Area
        (000’s Sq.Ft.) |  | Form and Percentage
of Ownership |  | Description                                                                                                                                                                                                                                                                                                               
|--------------------------- |  | --------------------------------- |  | -------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Allen Center                |  |                                   |  |                                  |  | Allen Center is a Class A office complex in Downtown Houston.    Allen Center is the only Downtown Houston development that incorporates a significant amount of green space into the common area plazas.  Served by the Downtown tunnel system, Allen Center is adjacent to several Metro bus and Downtown trolley stops.
|                            |  |                                   |  |                                  |  |                                                                                                                                                                                                                                                                                                                           
|-     One Allen Center      |  | 993                               |  | 100% fee interest.               |  | Completed in 1972 and renovated in 1992, One Allen Center is a 34-story office tower in Allen Center.                                                                                                                                                                                                                     
|                            |  |                                   |  |                                  |  |                                                                                                                                                                                                                                                                                                                           
|-     Two Allen Center      |  | 996                               |  | 100% fee interest.               |  | Completed in 1978 and renovated in 1992, Two Allen Center is a 36-story office tower in Allen Center.                                                                                                                                                                                                                     
|                            |  |                                   |  |                                  |  |                                                                                                                                                                                                                                                                                                                           
|-     Three Allen Center    |  | 1,195                             |  | 100% fee interest.               |  | Completed in 1980, Three Allen Center is a 50-story office tower in Allen Center.                                                                                                                                                                                                                                         
|                            |  |                                   |  |                                  |  |                                                                                                                                                                                                                                                                                                                           
|Cullen Center               |  |                                   |  |                                  |  | The Cullen Center complex consists of three office towers: 500 Jefferson, 1600 Smith and Continental Center II.  Parking is available in attached garages and there are several adjacent Metro stops. Cullen Center is inter-connected via an overhead walkway and is accessible to the Downtown tunnel system.           
|                            |  |                                   |  |                                  |  |                                                                                                                                                                                                                                                                                                                           
|-     1600 Smith            |  | 1,509                             |  | 100% fee interest.               |  | Built in 1984, 1600 Smith is a 51-story office tower in Cullen Center.                                                                                                                                                                                                                                                    
|                            |  |                                   |  |                                  |  |                                                                                                                                                                                                                                                                                                                           
|-     Continental Center II |  | 530                               |  | 100% fee interest.               |  | Built in 1972, Continental Center II is a 20-story office tower in Cullen Center.                                                                                                                                                                                                                                         
|                            |  |                                   |  |                                  |  |                                                                                                                                                                                                                                                                                                                           
|-     500 Jefferson         |  | 434                               |  | 100% fee interest.               |  | Built in 1962, 500 Jefferson is a 20-story office tower in Cullen Center.                                                                                                                                                                                                                                                 



| Brookfield Office Properties | 2013 Annual Information Form21







Los Angeles, California



The Los Angeles County office market consists
of approximately 194.2 million square feet of space. The Los Angeles County overall vacancy rate at December 31, 2012 was 18.4%,
a 2.1% decrease from 18.8% at December 31, 2011. Our vacancy rate in this market is approximately 11.9%. Absorption was 1,001,453
square feet during 2012 compared to negative 507,850 square feet during 2011. Our average in-place net rent per square foot in
this market was $21.84 per square foot as at December 31, 2012, as compared to the average market net rent of $22.00 per square
foot at that time.



U.S. Office Fund



|Property              |  | Total Area
        (000’s Sq.Ft.) |  | Form and Percentage of
Ownership                                        |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--------------------- |  | --------------------------------- |  | ----------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|601 Figueroa          |  | 1,162                             |  | 100% fee interest.                                                      |  | The 52-story office tower, completed in 1990, features a Brazilian Rose polished granite exterior, two dramatic, 75-foot high atria lobbies and an open-air plaza highlighted by a 36-foot tall fire and water feature.                                                                                                                                                                                                                                                 
|                      |  |                                   |  |                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Bank of America Plaza |  | 1,765                             |  | 100% fee interest.                                                      |  | Bank of America Plaza was completed in 1974. The 55-story office tower is situated on a 4.21-acre site that features a unique formal garden with over 200 trees and three 24-foot waterfalls. Near the building’s main entrance is the 42-foot-high “Four Arches” sculpture by Alexander Calder.                                                                                                                                                                        
|                      |  |                                   |  |                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Ernst & Young Tower   |  | 1,636                             |  | 100% fee interest.                                                      |  | Built in 1985 and designed by Skidmore, Owings and Merrill, Ernst & Young Tower is a 41-story granite and glass tower situated in the Los Angeles CBD on approximately four acres. Situated below the park-like plaza area is FIG at 7th, a tri-level open air retail center.                                                                                                                                                                                           
|                      |  |                                   |  |                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Marina Towers         |  | 468                               |  | 50% leasehold interest.A family trust holds the remaining 50% interest. |  | Marina Towers is comprised of two 12-story towers, completed in 1970 and 1972, overlooking the Los Angeles County small boat and yacht harbor in Marina Del Rey. The towers are architecturally mirrored with vertical bands of glass and engaged columns. A free-standing, six level parking structure and retail storefront sits between the two towers. Located prominently at the east border of Marina del Rey, tenants have unobstructed views in every direction.
|                      |  |                                   |  |                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Landmark Square       |  | 655                               |  | 100% fee interest.                                                      |  | Located in Downtown Long Beach, Landmark Square, was built in 1991.  The 26-story office building features granite throughout the lobby, high ceilings, and unique works by local artists.  A beautifully designed garden located on the rooftop of the parking structure can be seen from almost every floor of the building.                                                                                                                                          



| Brookfield Office Properties | 2013 Annual Information Form22







Denver, Colorado



The Downtown Denver office market consists
of approximately 30.5 million square feet. The Downtown Denver overall vacancy rate at December 31, 2012 was 14.9%, a 3.5 increasefrom 14.4% at December 31, 2011. Our vacancy rate in this market is approximately 33.4%. Absorption was approximately negative
140,704 square feet during 2012 compared to 933,919 square feet in 2011. Our average in-place net rent per square foot in this
market was $18.79 per square foot as at December 31, 2012, as compared to the average market net rent of $19.00 per square
foot at that time.



BPO Direct



|Property               |  | Total Area
        (000’s Sq.Ft.) |  | Form and Percentage
        of Ownership                                    |  | Description                                                                                                                                                                                                                                                                                                                                                                                                          
|---------------------- |  | --------------------------------- |  | --------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Republic Plaza         |  | 1,832                             |  | 100% fee interest.                                                          |  | Built in 1984, Republic Plaza is Denver's tallest office building at 714 feet tall and 56 stories. Designed by Skidmore, Owings & Merrill and built of reinforced concrete clad in Sardinian granite, Republic Plaza includes office space and three retail levels. The building is known for its three-story marble lobby that features a quarterly "Art in Public Places" program of Colorado and regional artists.
|                       |  |                                   |  |                                                                             |  |                                                                                                                                                                                                                                                                                                                                                                                                                      
|1801 California Street |  | 1,316                             |  | 51% fee interest. The other 49% interest owner is an investment consortium. |  | Located in Denver’s CBD, 1801 California Street, formerly known as Qwest Tower, is a 54-story, Class A office building.  1801 California Street is conveniently located within five blocks of Denver’s major shopping and entertainment, including the 16th Street Mall, the Colorado Convention Center and the Denver Pavilions, in addition to major hotels.                                                       



| Brookfield Office Properties | 2013 Annual Information Form23







Seattle, Washington



The Seattle CBD office market consists
of approximately 42 million square feet. The Seattle CBD overall vacancy rate at December 31, 2012 was 16.5%, a 16.7% decrease
from 19.8% at December 31, 2011. Our vacancy rate in this market is approximately 10.3%. Absorption was approximately 1,427,932
square feet during 2012 compared to 1,076,474 square feet in 2011. Our average in-place net rent per square foot in this market
was $17.95 per square foot as at December 31, 2012, as compared to the average market net rent of $18.00 per square foot at that
time.



BPO Direct



|Property                      |  | Total Area
        (000’s Sq.Ft.) |  | Form and Percentage
        of Ownership |  | Description                                                                                                                                                                                                                                                                                                                                      
|----------------------------- |  | --------------------------------- |  | ---------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Metropolitan Park East & West |  | 856                               |  | 100% fee interest                        |  | Metropolitan Park is a multi-building, Class A office campus strategically located at the intersection of Seattle’s most dynamic submarkets, South Lake Union, the Denny Triangle and the CBD.  Metropolitan Park East and West are 20 and 18 stories respectively and have unobstructed views of Lake Union, the Cascades and Olympic Mountains.



| Brookfield Office Properties | 2013 Annual Information Form24







Toronto, Ontario



The Downtown Toronto office market consists
of approximately 68.0 million square feet of space. The Downtown Toronto overall vacancy rate at December 31, 2012 was 4.4%, a
6.4% decrease from 4.7% at December 31, 2011. Our vacancy rate in this market is approximately 5.5%. Absorption in the Downtown
Toronto financial core was 209,755 square feet during 2012 compared to 426,616 square feet in 2011. Our average in-place net rent
per square foot in this market was $27.76 per square foot as at December 31, 2012, as compared to the average market net rent of
$31.00 per square foot at that time.



BPO Direct



|Property                       |  | Total Area
        (000’s Sq.Ft.) |  | Form and Percentage
        of Ownership                                                                                                                                                                                                                                                                          |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------------------ |  | --------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Brookfield Place Toronto       |  |                                   |  |                                                                                                                                                                                                                                                                                                                   |  | Brookfield Place Toronto consists of almost 2.2 million square feet of rentable commercial and parking space comprising two high-rise office towers located in Toronto’s financial core in the block bounded by Bay, Wellington, Yonge and Front Streets.  A 90-foot high glass enclosed galleria integrates the two office towers, the related retail space, the Hockey Hall of Fame and 13 other historical buildings.  With direct access to Union Station, the Metro Toronto subway system and Commerce Court, Brookfield Place Toronto is a key point of entry in the underground pedestrian walkway system in Toronto.
|                               |  |                                   |  |                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-    Bay Wellington Tower      |  | 1,339                             |  | 100% fee interest.                                                                                                                                                                                                                                                                                                |  | Built in 1992, the Bay Wellington Tower is a 47-story tower located on the northern portion of Brookfield Place Toronto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                               |  |                                   |  |                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-    22 Front Street           |  | 144                               |  | 100% fee interest in 22 Front Street.                                                                                                                                                                                                                                                                             |  | 22 Front Street is one of the 12 surviving
        historic buildings at the Brookfield Place Toronto site that were incorporated as an integral component of the complex’s
        design and preserved as part of Toronto’s living heritage.                                                                                                                                                                                                                                                                                                                                                                              
|                               |  |                                   |  |                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-    Retail and Parking        |  | 742                               |  | 50% interest (on a psf basis) in Retail and a 56% interest
in Parking. The remaining 50% interest in Retail and 44% interest in Parking is owned by OMERS Realty Corporation.                                                                                                                                     |  | This retail, heritage, office
and parking complex is located between TD Canada Trust and Bay Wellington Towers and encompasses the office space in the historic
and entertainment portions of Brookfield Place Toronto. Brookfield Place Toronto includes retail on the concourse and main street
levels, as well as below-grade parking stalls serving the Brookfield Place Toronto complex and the Downtown district.                                                                                                                                                                                                     
|                               |  |                                   |  |                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|The Exchange Tower Block       |  |                                   |  |                                                                                                                                                                                                                                                                                                                   |  | The Exchange Tower Block consists of two office towers including the Exchange Tower and 105 Adelaide, and the retail and parking components of the complex.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                               |  |                                   |  |                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-    Exchange Tower            |  | 1,160                             |  | 50% leasehold interest in the north parcel (containing a 3-story building) and a 50% freehold and leasehold interest in the south parcel (which includes the Exchange Tower).  The remaining 50% leasehold and freehold interests are held by TTC Pension Fund (25%) and Hospitals of Ontario Pension Fund (25%). |  | Exchange Tower is located in Toronto’s financial core at the corner of York and King Streets.  The office property is integrated with the Toronto financial core and the underground pedestrian network as a component of the Exchange Tower Block.  The building was built 1981 and renovated in 1999.                                                                                                                                                                                                                                                                                                                     
|                               |  |                                   |  |                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-    105 Adelaide Street  West |  | 232                               |  | 100% leasehold interest and a 25% fee interest in the Canadian Office Fund’s 50% interest.  The other 50% freehold interest is owned by a Canadian life insurance company.                                                                                                                                        |  | 105 Adelaide Street West, also known as Lombard Place, is a 12-story office property located in the financial core between the Exchange Tower and First Canadian Place. This Class A building was built in 1962 and completely renovated in 1990.                                                                                                                                                                                                                                                                                                                                                                           



| Brookfield Office Properties | 2013 Annual Information Form25







|Property                       |  | Total Area
        (000’s Sq.Ft.) |  | Form and Percentage
        of Ownership                                                                                                        |  | Description                                                                                                                                                                                                                                                                                                                                                                                              
|------------------------------ |  | --------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                               |  |                                   |  |                                                                                                                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                          
|Hudson’s Bay Centre            |  | 931                               |  | 100% leasehold interest and 100% fee interest in certain components.                                                                            |  | The Hudson’s Bay Centre comprises
        an office tower at 2 Bloor Street East, the Bay department store and an extensive retail concourse with a variety of shops and
        services. Built in 1973 and renovated in 2001, the building is directly above the intersection of two subway lines at the corner
        of Yonge and Bloor Streets and in close proximity to the Don Valley Expressway.
|Queen’s Quay Terminal          |  | 505                               |  | 100% fee interest.                                                                                                                              |  | Built in 1926 and renovated in 1983, Queen’s Quay Terminal is located on the waterfront in Downtown Toronto’s financial district.  The property also contains  condominium units which are owned freehold by other parties.                                                                                                                                                                              
|                               |  |                                   |  |                                                                                                                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                          
|HSBC Building                  |  | 225                               |  | 100% fee interest in 1/3 of the property and a 100% leasehold interest in 2/3 of the property.  The other freehold owner is a private investor. |  | The HSBC Building is located in Toronto’s financial core at the corner of Wellington and York Streets. The project is a 17-story office tower completed in 1990 and is integrated with the Toronto financial core and underground pedestrian network.                                                                                                                                                    
|                               |  |                                   |  |                                                                                                                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                          
|Bay Adelaide Centre West Tower |  | 1,574                             |  | 100% fee interest.                                                                                                                              |  | Bay Adelaide West is located in Toronto’s financial core at the corner of Bay and Adelaide Streets. It is a 51-story office tower and is integrated with the underground pedestrian network.  Bay Adelaide Centre was the first major development in the Toronto financial district in over 17 years.                                                                                                    



Canadian Office Fund



|Property             |  | Total Area
        (000’s Sq.Ft.) |  | Form and Percentage of
Ownership                               |  | Description                                                                                                                                                                                                                                                                                                        
|-------------------- |  | --------------------------------- |  | -------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|First Canadian Place |  | 2,780                             |  | 100% leasehold interest to 2023.  50% fee interest thereafter. |  | Located in Downtown Toronto, First Canadian Place is a complex consisting of office, banking, shopping and parking. With 72-stories, the office tower has remained unchallenged as the tallest office building in Canada since it was constructed in 1975.                                                         
|                     |  |                                   |  |                                                                |  |                                                                                                                                                                                                                                                                                                                    
|151 Yonge St.        |  | 372                               |  | 100% fee interest.                                             |  | The Yonge Richmond Centre is situated in Toronto’s financial core.  The building was built in 1991 and renovated in 1998.  The property provides a direct connection to the city’s underground pedestrian walkway and is connected to  2 Queen Street East to the north as well as the Queen Street subway station.
|                     |  |                                   |  |                                                                |  |                                                                                                                                                                                                                                                                                                                    
|2 Queen St. E.       |  | 545                               |  | 83.5% fee interest and 16.5% leasehold interest.               |  | 2 Queen Street East is situated in Toronto’s financial core and built in 2003.  The property’s unique design incorporates an historic 1910 bank branch.  The property provides a direct connection to the city’s underground pedestrian walkway and is integrated with the Queen Street subway station.            



| Brookfield Office Properties | 2013 Annual Information Form26







Calgary, Alberta



The Downtown Calgary office market consists
of approximately 39.6 million square feet of space. The Downtown Calgary overall vacancy rate at December 31, 2012 was 3.7%,
a 17.8% decrease from 4.5% at December 31, 2011. Our vacancy rate in this market is approximately 0.4%. Absorption in Downtown
Calgary was approximately 1.8 million square feet during 2012 compared to approximately 2.0 million square feet in 2011. Our average
in-place net rent per square foot in this market was $28.44 per square foot as at December 31, 2012, as compared to the average
market net rent of $36.00 per square foot at that time.



BPO Direct



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



| Brookfield Office Properties | 2013 Annual Information Form27







Ottawa, Ontario



The Ottawa CBD office market consists of
approximately 15.2 million square feet of space. The Ottawa CBD overall vacancy rate at December 31, 2012 was 6.0%, a 1.7% increase
from 5.9% at December 31, 2011. Our vacancy rate in this market is approximately 0.3%. Absorption in the Ottawa CBD market was
approximately 62,070 square feet during 2012 compared to negative 296,325 square feet in 2011. Our average in-place net rent per
square foot in this market was $18.61 per square foot as at December 31, 2012, as compared to the average market net rent of $21.00
per square foot at that time.



Canadian Office Fund



|Property            |  | Total Area
        (000’s Sq.Ft.) |  | Form and Percentage of
Ownership |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------------------- |  | --------------------------------- |  | -------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Place de Ville I    |  | 1,084                             |  | 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. Built in 1974 and renovated in 1994, the property is comprised of two towers (A and B), situated at right angles to each other.                                                                                                                                                                                  
|                    |  |                                   |  |                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Place de Ville II   |  | 1,042                             |  | 100% fee interest.               |  | Place de Ville II is located in the western portion of Ottawa’s Downtown core in the block bounded by Sparks Street, Kent Street, Queen Street and Lyon Street.  It is comprised of Tower C, a 29-story building, the Podium, a smaller 4-story building, a below grade retail service concourse which includes office space, retail outlets, a food court, storage space and, a four-level underground parking facility.  The building was built in 1971 and renovated in 1995.
|                    |  |                                   |  |                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Jean Edmonds Towers |  | 649                               |  | 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 West and Bank Street. Built in 1974 and renovated in 1994, the property is comprised of two 20-story buildings linked at ground level by a 1-story building which serves as a restaurant. The remaining ground floor premises, situated in the towers themselves, offer retail services.                                     



| Brookfield Office Properties | 2013 Annual Information Form28







Vancouver, British Columbia



The Vancouver Downtown office market consists
of approximately 19.3 million square feet. The Vancouver Downtown overall vacancy rate at December 31, 2012 was 5.8%, a 4.9% decrease
from 6.1% at December 31, 2011. Our vacancy rate in this market is approximately 0.3%. Absorption in the Vancouver Downtown market
was approximately 48,236 square feet during 2012 compared to 63,034 square feet in 2011. Our average in-place net rent per square
foot in this market was $21.75 per square foot as at December 31, 2012, as compared to the average market net rent of $33.00 per
square foot at that time.



BPO Direct



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



| Brookfield Office Properties | 2013 Annual Information Form29







Sydney, Australia



The Sydney office market consists of approximately
53.2 million square feet. The Sydney overall vacancy rate at December 31, 2012 was 8.4%, which is consistent with 8.4% at December
31, 2011. Our vacancy rate in this market is approximately 1.5%. Absorption was approximately negative 166,000 square feet during
2012 compared to 1,001,000 square feet in 2011. Our average in-place net rent per square foot in this market was $64.65 per square
foot as at December 31, 2012, as compared to the average market net rent of $74.00 per square foot at that time.



BPO Direct



|Property                 |  | Total Area
        (000’s Sq.Ft.) |  | Form and Percentage
        of Ownership |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------------------------ |  | --------------------------------- |  | ---------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|One Shelley Street       |  | 392                               |  | 100% leasehold interest.                 |  | The property consists of a nine-story tower plus rooftop terrace, ground floor with retail, commercial lobby and office space at level 1 and basement parking.  One Shelley Street has achieved a 6 Star Green Star – Office Design v2 rating. The property is located in the King Street Wharf precinct in close proximity to Wynyard bus and rail interchanges and is surrounded by retail and restaurants.                                    
|                         |  |                                   |  |                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|KPMG Tower               |  | 318                               |  | 50% freehold interest.                   |  | KPMG Tower was developed and built in December 2003. The building comprises a ground level foyer, lobby café, auditorium and 15 levels of office accommodation. There are four floors of basement car parking.  The property is located between Sussex and Shelley Streets at King Street Wharf. It is within walking distance of Wynyard Train Station and Pitt Street Mall and is well serviced by retail and restaurants at King Street Wharf.
|                         |  |                                   |  |                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|American Express House   |  | 171                               |  | 100% freehold interest held by BPPF.     |  | American Express House is comprised of 10 levels of commercial office space, fully occupied by American Express, with ancillary retail and underground parking.  The property is located within the western corridor precinct of the Sydney CBD with frontage on Shelley Street. The building is proximate to Wynyard bus and rail interchange and King Street Wharf public ferry terminal and the retail and restaurants at King Street Wharf.  
|                         |  |                                   |  |                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|World Square Retail      |  | 253                               |  | 50% freehold interest.                   |  | Located within the block bounded by Sydney’s George, Liverpool, Pitt and Goulburn Streets, World Square Shopping Centre offers fresh and prepared food services and a unique selection of fashion, homewares and lifestyle items within over 90 specialty retailers. World Square Car Park has five levels of underground parking.                                                                                                               
|                         |  |                                   |  |                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|52 Goulburn Street       |  | 277                               |  | 50% freehold interest.                   |  | This building was built in 2007 and is positioned on the southern border of the midtown precinct of the Sydney CBD.  The property is bounded by George, Liverpool, Pitt and Goulburn Streets, Sydney. It is located close to the Downing Centre and Family Law Courts, Ernst & Young Centre and World Square Shopping Centre. Train and bus services are available at Town Hall, Museum and Central Stations.                                    
|                         |  |                                   |  |                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|King Street Wharf Retail |  | 61                                |  | 100% leasehold interest.                 |  | King Street Wharf is a premium waterfront restaurant and tourist precinct. All premises incorporate water views over Darling Harbour towards Wharves 8 and 9 at Pyrmont Bay and the National Maritime Museum.                                                                                                                                                                                                                                    
|                         |  |                                   |  |                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|NAB House                |  | 461                               |  | 25% freehold interest.                   |  | NAB House is an office tower with 29 levels of office accommodation, ground floor banking and cafeteria, and car parking.  The property is located in Sydney’s CBD and is bounded by George, Grosvenor, Lang and Jamison Streets. The property enjoys excellent access to major bus, rail and ferry terminals.                                                                                                                                   
|                         |  |                                   |  |                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|IAG House                |  | 428                               |  | 50% freehold interest.                   |  | IAG House was completed in 1976 and refurbished in 1998 and 2009. The property comprises basement and ground floor retail, 28 levels of office accommodation and on-site parking. The property is located in the core commercial precinct of the Sydney CBD on the corner of George and King Streets                                                                                                                                             
|                         |  |                                   |  |                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|E&Y Centre               |  | 787                               |  | 50% freehold interest held by BPPF.      |  | E&Y Centre is a landmark commercial office tower within the southern periphery of the midtown precinct of the Sydney CBD. The property comprises a substantial lobby with two retail areas and 35 upper levels of office accommodation incorporating low, mid, high and sky rise.  Surrounding development includes the World Square Shopping Centre and the property is well serviced by bus, rail and car.                                     
|                         |  |                                   |  |                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Darling Park Complex     |  | 1,322                             |  | 30% leasehold interest.                  |  | This landmark commercial and retail complex is located on Sussex Street, between Market and Druitt Streets. The property includes two buildings, Darling Park 1 and Darling Park 2, and comprises a total of 58 levels of office accommodation, basement car spaces, storage area and retail accommodation.                                                                                                                                      



| Brookfield Office Properties | 2013 Annual Information Form30







Melbourne, Australia



The Melbourne office market consists of
approximately 46.6 million square feet. The Melbourne overall vacancy rate at December 31, 2012 was approximately 8.1%, a 40.0%
increase from 5.8% at December 31, 2011. Our vacancy rate in this market is approximately 1.5%. Absorption was approximately negative
435,000 square feet during 2012 compared to 527,000 square feet in 2011. Our average in-place net rent per square foot in this
market was $44.01 per square foot as at December 31, 2012, as compared to the average market net rent of $40.00 per square foot
at that time.



BPO Direct



|Property                  |  | Total Area
        (000’s Sq.Ft.) |  | Form and Percentage
        of Ownership                                   |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------------- |  | --------------------------------- |  | -------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Southern Cross East Tower |  | 991                               |  | 100% freehold interest (BPO holds a 75% interest and BPPF a 25% interest). |  | Southern Cross East Tower is a landmark office building with premium grade services. The building comprises a ground level foyer and retail tenancies, 36 upper levels of office accommodation and basement parking.  The property is located at the eastern end of the Melbourne CBD, bordering Exhibition, Bourke and Little Collins Streets. Public transport facilities include tram and bus services and Parliament Railway Station is situated nearby.
|                          |  |                                   |  |                                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Southern Cross West Tower |  | 510                               |  | 100% freehold interest (BPO holds a 50% interest and BPPF a 50% interest). |  | Southern Cross West Tower forms part of the Southern Cross landmark development. The building was completed in 2009 and comprises ground floor retail tenancies, lobby and 20 upper levels of office accommodation.  The property is located at the eastern end of the Melbourne CBD, bordering Bourke and Little Collins Streets. Public transport facilities include tram and bus services and Parliament Railway Station is situated nearby.             
|                          |  |                                   |  |                                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Bourke Place Trust        |  | 810                               |  | 42.96% freehold interest.                                                  |  | Bourke Place Trust comprises Bourke Place Tower, a premium-grade high rise office building with 45 office levels, retail space and basement parking; 558 Little Bourke Street, a commercial car park, with a restaurant at ground level; and Bourke Place Studios, retail and studio office accommodation.   Bourke Place Tower is located on the corner of Bourke and King Streets in the western end of the Melbourne CBD.                                



| Brookfield Office Properties | 2013 Annual Information Form31







Perth, Australia



The Perth office market consists of approximately
17.4 million square feet. The Perth overall vacancy rate at December 31, 2012 was 5.6%, a 124% increase from 2.5% at December 31,
2011. Our vacancy rate in this market is approximately 0.3%. Absorption was approximately 321,000 square feet during 2012 compared
to 1,173,000 square feet in 2011. Our average in-place net rent per square foot in this market was $63.60 per square foot as at
December 31, 2012, as compared to the average market net rent of $72.00 per square foot at that time.



BPO Direct



|Property                |  | Total Area
        (000’s Sq.Ft.) |  | Form and Percentage
        of Ownership |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----------------------- |  | --------------------------------- |  | ---------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|235 St. Georges Terrace |  | 206                               |  | 50% leasehold interest.                  |  | The property comprises nine levels of office accommodation and three levels of basement car-parking. The generous floor plates provide considerable design flexibility with minimal core openings. Adjoining the site is the Bishops Gardens, a unique heritage garden that provides active and visual amenity to the property.  The property is located at the western end of St. Georges Terrace in the heart of Perth’s commercial and mining precinct, sharing the precinct with QV1, St. Georges Square and Woodside Plaza. The location marks the western entry point to the Perth CBD.
|                        |  |                                   |  |                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|BankWest Tower          |  | 437                               |  | 50% freehold interest.                   |  | BankWest Tower is a Class A, 52-level commercial office tower and includes the four-level Palace Hotel, a heritage-listed ground floor banking chamber with associated offices on the upper levels. The building is prominently located on the corner of St. Georges Terrace and Williams Street in the core of the Perth CBD and has expansive city views from the upper floors.                                                                                                                                                                                                            
|                        |  |                                   |  |                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Brookfield Place Perth  |  | 953                               |  | 100% freeholdinterest.                   |  | Brookfield Place Perth is a premium commercial grade tower and is the largest commercial office building in Western Australia.  Completed in 2012, the building has large efficient floor plates to optimize the amount of natural light and views of the Swan River to the south.                                                                                                                                                                                                                                                                                                           



| Brookfield Office Properties | 2013 Annual Information Form32







London, United Kingdom



The London office market consists of approximately
75 million square feet. The London CBD overall vacancy rate at December 31, 2012 was 9.3%. Our vacancy rate in this market is approximately
38.2%. Absorption was approximately 4.2 millionsquare feet during 2012. Our average in-place net rent square foot in this
market was $85.83per square foot as of December 31, 2012, as compared to the average market net rent of $89.00per
square foot at that time.



BPO Direct



|Property       |  | Total Area
        (000’s Sq.Ft.) |  | Form and Percentage
        of Ownership |  | Description                                                                                                                                                                                                                       
|-------------- |  | --------------------------------- |  | ---------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|99 Bishopsgate |  | 339                               |  | 100% leasehold interest.                 |  | 99 Bishopsgate provides 26 floors of high specification office accommodation in the heart of the City of London.  The building was extensively reconstructed in 1995 and refurbishments of the building occurred in 2006 and 2012.
|               |  |                                   |  |                                          |  |                                                                                                                                                                                                                                   
|Shoreditch     |  | 437                               |  | 100% freehold interest                   |  | These properties are located at the southern end of Shoreditch High Street adjacent to the Principal Place development site.                                                                                                      



| Brookfield Office Properties | 2013 Annual Information Form33







Service Businesses



Brookfield Johnson Controls Canada



Brookfield Johnson Controls Canada, one
of the largest facilities management operations in Canada, is owned 33.1% by BPO in partnership with Johnson Controls and BAM.
This joint venture currently delivers services to clients with portfolios in excess of 138 million square feet of space.



Brookfield Residential Management
Services



Brookfield Residential Services Ltd. (“BRSL”)
manages approximately 65,000 condominium units in the greater Metropolitan Toronto area.



Employees



As of December 31, 2012, we had approximately
1,899 employees: 74 in our Corporate Group, 656 in our U.S. Commercial Operations Group, 542 in our Canadian Commercial Operations
Group, 177 in our Australian Commercial Operations Group, 33 in our UK Commercial Operations Group and 417 employees in BRSL. Approximately
224 of our U.S. Commercial Operations employees and 75 of our Canadian Commercial Operations employees are represented by labor
unions. We consider our labor relations to be positive and anticipate maintaining agreements with our labor unions.



Environmental Protection



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



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



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



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



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



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



| Brookfield Office Properties | 2013 Annual Information Form34







Company and Real Estate Industry Risks



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



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



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



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



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



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



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



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



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



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



| Brookfield Office Properties | 2013 Annual Information Form35







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



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



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



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



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



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



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



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



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



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



| Brookfield Office Properties | 2013 Annual Information Form36







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



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



The impact of foreign exchange fluctuations
may have a negative impact on our future revenues and net income.



Our financial results will be affected
by fluctuations in foreign currency markets as certain assets and liabilities denominated in currencies other than the U.S. dollar
will give rise to a foreign currency gain or loss reflected in our revenue and income.  Consequently, due to the substantial
volatility of currency exchange rates, we cannot predict the effect of exchange rate fluctuations upon our future revenue.



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



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



We are subject to risks relating
to development and redevelopment projects.



On a strategic and selective basis, we
may develop and redevelop properties.  The real estate development and redevelopment business involves significant risks that
could adversely affect our business, financial condition and results of operations, including:  we may not be able to complete
construction on schedule or within budget, resulting in increased debt service expense and construction costs and delays in leasing
the properties; we may not have sufficient capital to proceed with planned redevelopment or expansion activities; we may abandon
redevelopment or expansion activities already under way, which may result in additional cost recognition; we may not be able to
obtain, or may experience delays in obtaining, all necessary zoning, land-use, building, occupancy and other governmental permits
and authorizations; we may not be able to lease properties at all or on favorable terms or occupancy rates and rents at a completed
project might not meet projections and therefore the project might not be profitable;  construction costs, total investment
amounts and our share of remaining funding may exceed our estimates and projects may not be completed and delivered as planned;
and upon completion of construction, we may not be able to obtain, or obtain on advantageous terms, permanent financing for activities
that we have financed through construction loans.



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



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



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



| Brookfield Office Properties | 2013 Annual Information Form37







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



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



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



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



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



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



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



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



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



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



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



| Brookfield Office Properties | 2013 Annual Information Form38









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



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



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



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



The failure of certain of our subsidiaries to qualify
as REITs under U.S. federal income tax rules generally would have adverse tax consequences which could result in a material reduction
in cash flow.



Certain of our subsidiaries intend to qualify
for taxation as REITs for U.S. federal income tax purposes. However, no assurance can be provided that any such entity will qualify
as a REIT. An entity’s ability to qualify as a REIT depends on its satisfaction of certain asset, income, organizational,
distribution, shareholder ownership, and other requirements on a continuing basis. No assurance can be provided that the actual
results of operations for any particular entity in a given taxable year will satisfy such requirements. If any such entity were
to fail to qualify as a REIT in any taxable year, it would be subject to U.S. federal income tax, including any applicable alternative
minimum tax, on its net taxable income at regular corporate rates, and distributions would not be deductible by it in computing
its taxable income. Any such corporate tax liability could be substantial and could materially reduce the amount of cash available
for distribution to our company, which in turn would materially reduce the amount of cash available for distribution to our shareholders
and could have an adverse impact on the value of our common shares. Unless entitled to relief under certain U.S. federal income
tax rules, any entity which so failed to qualify as a REIT would also be disqualified from taxation as a REIT for the four taxable
years following the year during which it ceased to qualify as a REIT.



The failure of our Canadian REIT,
BOX, to qualify for the REIT Exemption to the SIFT Rules would have adverse consequences.



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



| Brookfield Office Properties | 2013 Annual Information Form39







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



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



Changes in tax law and practice may
have a material adverse effect on our financial condition and results of operations.



We hold certain of our subsidiaries through
foreign subsidiaries and our decision to structure them in such a manner was based on prevailing taxation law and practice in such
jurisdictions.  Any change in tax legislation (including in relation to taxation rates) and practice in these jurisdictions
could adversely affect such company or entity and consequently have a material adverse effect on our financial condition and results
of operations.



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.



Based on our organizational structure,
as well as our expected income and assets, we do not believe that we will be classified for U.S. federal income tax purposes
as a PFIC for our current taxable year, and we do not expect that we will be classified as a PFIC in the future. However, the determination
of whether we are a PFIC in any taxable year depends on various facts and circumstances, some of which may not be entirely within
our control. The PFIC determination also depends on application of complex tax rules concerning the classification of our assets
and income, for which there are only limited judicial and administration interpretations, and therefore these rules are uncertain
in some respects. Further, the PFIC determination is made annually and our circumstances may change. Accordingly, there can be
no assurance that we will not be classified as a PFIC for the current taxable year or any future taxable year. If we were a PFIC,
U.S. shareholders generally would be subject to adverse U.S. federal income tax consequences, including increased taxes
and related interest charges on a disposition or constructive disposition of our common shares or the receipt of certain distributions
or constructive distributions and increased reporting requirements. We urge U.S. shareholders to consult their own tax advisors
regarding the tax consequences of our being a PFIC in light of their particular circumstances.



We are dependent on our management personnel.



Our management team has a significant role
in our success. Our lack of a mature human capital strategy to address retention, development of talent and training may impede
our ability to retain personnel or to attract suitable replacements should any members of the management group leave. The loss
of services from members of the management group or a limitation in their availability could adversely affect our operations because
of diminished relationships with lenders, prospective tenants and industry personnel.



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



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



We face risks associated with property
acquisitions.



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



| Brookfield Office Properties | 2013 Annual Information Form40







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



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



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



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



Our organizational and ownership
structure and strategy involve a number of relationships that may give rise to conflicts of interest between ourselves and BAM.



Our organizational and ownership structure
and strategy involve a number of relationships that may give rise to conflicts of interest between us and our shareholders, on
the one hand, and BAM, on the other. In particular, conflicts of interest could arise, among other reasons, because in originating
and recommending real estate acquisition opportunities to us, BAM has significant discretion to determine the suitability of opportunities
to us and to allocate such opportunities to us or to itself or its other subsidiaries or to third parties. In addition, because
we frequently pursue the acquisition of individual assets and portfolios through joint venture fund vehicles, we will likely make
co-investments with BAM and BAM sponsored funds or BAM sponsored or co-sponsored consortiums and partnerships, which typically
require that BAM owe fiduciary duties to the other partners or consortium members that it does not owe to us. BAM also is permitted
to pursue business activities and provide services to third parties that compete directly with our business and activities without
providing us with the opportunity to participate, which could result in the allocation of BAM resources, personnel and acquisition
opportunities to others who compete with us.



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



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



| Brookfield Office Properties | 2013 Annual Information Form41







We may be subject to litigation.



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



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



Negative publicity could damage our reputation and business.



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



Climate change may adversely impact our operations and
markets.



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



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



| Brookfield Office Properties | 2013 Annual Information Form42









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



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



The following is a summary of our ground
leases:



|Building                       |  | City                         |  | Expiration |  | Notes                                                                                                                                                                                                                                                                   
|------------------------------ |  | ---------------------------- |  | ---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The Grace Building             |  | New York                     |  | 2014(1)    |  | We own a 49.9% joint venture interest in the ground lessee, which holds a 100% leasehold interest and which is also the ground lessor.                                                                                                                                  
|First Canadian Place           |  | Toronto                      |  | 2023       |  | We own a 12.5% freehold interest and a 25% leasehold interest in the property.                                                                                                                                                                                          
|105 Adelaide Street West       |  | Toronto                      |  | 2043(2)    |  | We own a 100% leasehold interest and a 12.5% freehold interest in the property.                                                                                                                                                                                         
|Three Bethesda Metro Center    |  | Bethesda  (Washington, D.C.) |  | 2052       |  | The entire parcel (office building, parking facility and plaza) is subject to the ground lease.  We own a 100% leasehold interest in this parcel. The ground lease includes one additional 49-year renewal option.                                                      
|Marina Towers                  |  | Los Angeles                  |  | 2063       |  |                                                                                                                                                                                                                                                                         
|Place de Ville I               |  | Ottawa                       |  | 2065       |  | We own a 25% leasehold interest in the property.                                                                                                                                                                                                                        
|Brookfield Place New York      |  | New York                     |  | 2069       |  |                                                                                                                                                                                                                                                                         
|Hudson’s Bay Centre            |  | Toronto                      |  | 2070       |  | There is one ground lease that covers a portion of this property (approximately 63% by area). We own a 100% leasehold interest in the leasehold parcel and a 100% freehold interest in two freehold parcels.                                                            
|HSBC Building (70 York Street) |  | Toronto                      |  | 2083       |  | The ground lease only covers a portion of the property (approximately 67% by area). We own a 100% leasehold interest in the leasehold parcel and a 100% freehold interest in the two freehold parcels.                                                                  
|235 St. Georges Terrace        |  | Perth                        |  | 2085       |  | We own a 50% joint venture interest in the ground lessee, which holds a 100% leasehold interest.                                                                                                                                                                        
|Darling Park Complex           |  | Sydney                       |  | 2088       |  | We own a 30% joint venture interest in the ground lessee, which holds a 100% leasehold interest.                                                                                                                                                                        
|2 Queen Street East            |  | Toronto                      |  | 2099       |  | Only a small portion of this property is subject to a ground lease (approximately 16.5% by area). We own a 25% leasehold interest in the leasehold parcel and a 25% interest in the freehold parcel.                                                                    
|King Street Wharf Retail       |  | Sydney                       |  | 2099       |  | We own a 100% leasehold interest.                                                                                                                                                                                                                                       
|NAB House                      |  | Sydney                       |  | 2107       |  | We own a 25% joint venture interest in the ground lessee, which holds a 100% leasehold interest. We also hold the same proportion in a freehold lease.                                                                                                                  
|One Shelley Street             |  | Sydney                       |  | 2108       |  | We own a 100% leasehold interest.                                                                                                                                                                                                                                       
|Exchange Tower                 |  | Toronto                      |  | 2115(3)    |  | There is one effective ground lease for a portion of this property (approximately 50% by area). We own a 50% subleasehold interest in the subleasehold parcel and a 50% interest in two freehold parcels.                                                               
|99 Bishopsgate                 |  | London                       |  | 2030       |  | We own a 999 year leasehold interest.  The 999 year interest is subject to 98 year leasehold interest which we also own.  Further, we hold the freehold reversionary interest which is held on a bare trust for the benefit of The Prudential Assurance Company Limited.

(1)	Ground
lessee has the option to extend the ground lease for four additional 10-year periods and one 14-year period to 2068.

(2)	Ground
lessee has the option to extend the ground lease for an additional 30 years to 2073.

(3)	Ground
sublessee has 73 consecutive options to extend the ground sublease, each for a term of 10 years and 6 months, to November 30, 2881.



| Brookfield Office Properties | 2013 Annual Information Form43







DIVIDENDS AND DIVIDEND POLICY



The declaration and payment of dividends
on our common shares are at the discretion of our Board of Directors, which supports a stable and consistent dividend policy. We
declare dividends on a quarterly basis in U.S. dollars and remit payment to shareholders in accordance with the country of the
registered address of shareholders. Shareholders with registered addresses in Canada receive payment in Canadian dollars (based
on the exchange rate on the record date) unless they elect otherwise. Shareholders with registered addresses in the U.S. receive
payment in U.S. dollars. It is our intention to continue to review the pay-out of dividends payable quarterly on March 31, June
30, September 30 and December 31 of each year and to increase the dividend amount in accordance with increases in cash flow.



A complete record of dividends per share
paid on the common shares for the past three years is as follows:

|                 |  |   | 2012             |  |  |   | 2011             |  |  |   | 2010             | 
|---------------- |  | - | ---------------- |  |  | - | ---------------- |  |  | - | ---------------- | 
|Per common share |  | $ | 0.56
per annum   |  |  | $ | 0.56
per annum   |  |  | $ | 0.56
per annum   | 
|                 |  | $ | 0.14
per quarter |  |  | $ | 0.14
per quarter |  |  | $ | 0.14
per quarter | 



We continue to pay dividends on our Class
A preference shares semi-annually and dividends on our Class AA and Class AAA preference shares quarterly. A complete record of
annual dividends per share paid on all classes of preference shares for the past three years is as follows:

|($, except share information) |            |  | 2012        |  |            | 2011 |  |                                         | 2010 |   
|----------------------------- | ---------- |  | ----------- |  | ---------- | ---- |  | --------------------------------------- | ---- | --
|Authorized                    |            |  | Outstanding |  |            |      |  | Per Share                               |      |   
|                              | 14,202,000 |  |             |  | 14,201,980 |      |  | Class A redeemable voting, Series A & B |      | C$
|                              | 2,000,000  |  |             |  | 2,000,000  |      |  | Class AA Series E                       |      | C$
|                              | 12,000,000 |  |             |  | 8,000,000  |      |  | Class AAA Series E                      |      | C$
|                              | 8,000,000  |  |             |  | 0          | (1)  |  | Class AAA Series F                      |      | C$
|                              | 6,000,000  |  |             |  | 4,400,000  |      |  | Class AAA Series G                      |      | $ 
|                              | 8,000,000  |  |             |  | 8,000,000  |      |  | Class AAA Series H                      |      | C$
|                              | 8,000,000  |  |             |  | 0          | (2)  |  | Class AAA Series I                      |      | C$
|                              | 8,000,000  |  |             |  | 8,000,000  |      |  | Class AAA Series J                      |      | C$
|                              | 8,000,000  |  |             |  | 6,000,000  |      |  | Class AAA Series K                      |      | C$
|                              | 11,500,000 |  |             |  | 11,500,000 |      |  | Class AAA Series L                      |      | C$
|                              | 11,000,000 |  |             |  | 11,000,000 |      |  | Class AAA Series N(3)                   |      | C$
|                              | 12,000,000 |  |             |  | 12,000,000 |      |  | Class AAA Series P(4)                   |      | C$
|                              | 10,000,000 |  |             |  | 10,000,000 |      |  | Class AAA Series R(5)                   |      | C$
|                              | 10,000,000 |  |             |  | 10,000,000 |      |  | Class AAA Series T(6)                   |      | C$

| | (1) | All outstanding Series F preference shares were redeemed on January 31, 2013
| | --- | ----------------------------------------------------------------------------

| | (2) | All outstanding Series I preference shares were redeemed on March 30, 2012.
| | --- | ---------------------------------------------------------------------------

| | (3) | The Series N preference shares were issued on January 20, 2010. The initial Series N dividend of
C$0.2949 per share was paid on March 31, 2010.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | The Series P preference shares were issued on October 21, 2010. The initial Series P dividend of
C$0.2504 per share was paid on December 31, 2010.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | The Series R preference shares were issued on September 2, 2011. The initial Series R dividend
of C$0.4192 per share was paid on December 31, 2011.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | The Series T preference shares were issued on September 13, 2012. The initial Series T dividend
of C$0.3434 per share was paid on December 31, 2012. The annual dividend rate on these shares is C$1.15 per share.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| Brookfield Office Properties | 2013 Annual Information Form44







DESCRIPTION OF CAPITAL STRUCTURE



General Description of Capital Structure



Common Shares-There
are an unlimited number of common shares authorized, of which 505,012,766 common shares were issued and outstanding as of the date
hereof.



There
are currently three authorized classes of preference shares of BPO, as follows:



Class A Preference Shares—
unlimited authorized

4,612,500 Class A preference
shares, Series A authorized, of which 4,612,495 are issued and outstanding; and

9,589,500 Class A preference
shares, Series B authorized, of which 9,589,485 are issued and outstanding.



Class AA Preference Shares—
6,000,000 authorized (2,400,000 shares have been issued and redeemed)

2,000,000 Class AA preference
shares, Series E authorized, of which 2,000,000 are issued and outstanding.



Class AAA Preference Shares—
unlimited authorized

12,000,000 Class AAA preference
shares, Series E authorized, of which 8,000,000 are issued and outstanding;

6,000,000 Class AAA preference
shares, Series G authorized, of which 4,400,000 are issued and outstanding;

8,000,000 Class AAA preference
shares, Series H authorized, of which 8,000,000 are issued and outstanding;

8,000,000 Class AAA preference
shares, Series J authorized, of which 8,000,000 are issued and outstanding;

8,000,000 Class AAA preference
shares, Series K authorized, of which 6,000,000 are issued and outstanding;

11,500,000 Class AAA preference
shares, Series L authorized, of which 11,500,000 are issued and outstanding;

11,500,000 Class AAA preference
shares, Series M authorized, of which 0 are issued and outstanding;

11,000,000 Class AAA preference
shares, Series N authorized, of which 11,000,000 are issued and outstanding;

11,000,000 Class AAA preference
shares, Series O authorized, of which 0 are issued and outstanding;

12,000,000 Class AAA preference
shares, Series P authorized, of which 12,000,000 are issued and outstanding;

12,000,000 Class AAA preference
shares, Series Q authorized, of which 0 are issued and outstanding;

10,000,000 Class AAA preference
shares, Series R authorized, of which 10,000,000 are issued and outstanding;

10,000,000 Class AAA preference
shares, Series S authorized, of which 0 are issued and outstanding;

10,000,000 Class AAA preference
shares, Series T authorized, of which 10,000,000 are issued and outstanding; and

10,000,000 Class AAA preference
shares, Series U authorized, of which 0 are issued and outstanding.



There are currently no authorized Class AA
preference shares, Series A, B, C or D, or Class AAA preference shares, Series A, B, C, D, F or I, as all authorized
preference shares of each of these series were issued and subsequently redeemed and are no longer issuable.



Appendix C contains a summary of
the material rights, privileges, restrictions and conditions attached to the Class A preference shares, the Class AA
preference shares and the Class AAA preference shares, in each case as a class, and attached to the various issued and outstanding
series thereof, as well as the material rights, privileges, restrictions and conditions attached to the common shares. The summary
is qualified in its entirety by the full text of such attributes contained in the articles of BPO, which are available on our Web
site, www.brookfieldofficeproperties.com and SEDAR, www.sedar.com.



| Brookfield Office Properties | 2013 Annual Information Form45







Ratings



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



We are currently rated by two agencies. The following table
shows the credit ratings issued by the rating agencies noted therein as at the date hereof:



|                      |  | DBRS Limited
        (“DBRS”) |  | Standard & Poor’s
        Rating Service
        (“S&P”)
|--------------------- |  | ----------------------------- |  | --------------------------------------------------------
|Corporate rating      |  | BBB                           |  | BBB                                                     
|Corporate debt rating |  | BBB                           |  | BBB-                                                    
|Preferred shares      |  | Pfd-3                         |  | P-3(high)                                               
|Outlook               |  | Stable                        |  | Negative                                                



S&P’s corporate credit ratings
are on a rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated.
According to the S&P rating system, an entity rated “BBB” has adequate capacity to meet its financial commitments.
However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the entity to
meet its financial commitments. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show
relative standing within the major rating categories.



S&P’s Canadian preferred share
ratings are on a rating scale that ranges from P-1 to D, which represents the range from highest to lowest quality of such securities
rated. According to the S&P rating system, a preferred share rated P-3 is less vulnerable in the near term than other lower-rated
securities. However, it faces major ongoing uncertainties and exposure to adverse business, financial or economic conditions, which
could lead to the obligor’s inadequate capacity to meet its financial commitments. The ratings from P-1 to P-5 may be modified
by the addition of a (high), (mid) or (low) modifier to show relative standing within the major rating categories.



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



DBRS’ preferred share ratings are
on a rating scale that ranges from Pfd-1 to D, which represents the range from highest to lowest quality of such securities rated.
According to the DBRS rating system, a preferred share rated “Pfd-3” is of adequate credit quality. While protection
of dividends and principal is still considered acceptable, the issuing entity is more susceptible to adverse changes in financial
and economic conditions, and there may be other adverse conditions present which detract from debt protection. The ratings from
Pfd-2 to Pfd-5 may be modified by the addition of a (high) or (low) modifier to show relative standing within the major rating
categories.



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



We have paid customary rating fees to DBRS
and S&P in connection with some of the above-mentioned ratings. In addition, we have made customary payments in respect of
certain other services provided to us by each of DBRS and S&P during the last two years.



| Brookfield Office Properties | 2013 Annual Information Form46







MARKET FOR SECURITIES



Our common shares are listed on the NYSE
and TSX under the symbol BPO. Our Class A preference shares, Series A and B, and Class AA preference shares, Series E are not listed
on an exchange. Our Class AAA preference shares are listed on the TSX under the symbols “BPO.PR.U”, “BPO.PR.H”,
“BPO.PR.J”, “BPO.PR.K”, “BPO.PR.L”, “BPO.PR.N”, “BPO.PR.P”, “BPO.PR.R”
and “BPO.PR.T.”



The following table sets forth the reported
high and low trading prices and trading volumes of our common shares as reported by the TSX and NYSE from January 2012 to December
2012:



|          |  | TSX                  |       |  | NYSE | 
|--------- |  | -------------------- | ----- |  | ---- | 
|          |  | Price Per Share (C$) |       |  |      | 
|Month     |  | High                 |       |  | Low  | 
|December  |  |                      | 17.11 |  |      | 
|November  |  |                      | 16.50 |  |      | 
|October   |  |                      | 16.42 |  |      | 
|September |  |                      | 17.22 |  |      | 
|August    |  |                      | 17.33 |  |      | 
|July      |  |                      | 18.48 |  |      | 
|June      |  |                      | 17.82 |  |      | 
|May       |  |                      | 18.38 |  |      | 
|April     |  |                      | 18.05 |  |      | 
|March     |  |                      | 17.97 |  |      | 
|February  |  |                      | 18.19 |  |      | 
|January   |  |                      | 18.05 |  |      | 



The following table sets forth the reported
high and low trading prices and trading volumes of our Class AAA preference shares, Series G (BPO.PR.U) as reported by the TSX
from January 2012 to December 2012:



|          |  | Price Per Share (C$) |       |  |     | 
|--------- |  | -------------------- | ----- |  | --- | 
|Month     |  | High                 |       |  | Low | 
|December  |  |                      | 25.97 |  |     | 
|November  |  |                      | 26.40 |  |     | 
|October   |  |                      | 26.34 |  |     | 
|September |  |                      | 26.60 |  |     | 
|August    |  |                      | 26.65 |  |     | 
|July      |  |                      | 26.65 |  |     | 
|June      |  |                      | 26.00 |  |     | 
|May       |  |                      | 26.55 |  |     | 
|April     |  |                      | 26.80 |  |     | 
|March     |  |                      | 27.00 |  |     | 
|February  |  |                      | 27.23 |  |     | 
|January   |  |                      | 26.00 |  |     | 



The following table sets forth the reported
high and low trading prices and trading volumes of our Class AAA preference shares, Series H (BPO.PR.H) as reported by the TSX
from January 2012 to December 2012:



|          |  | Price Per Share (C$) |       |  |     | 
|--------- |  | -------------------- | ----- |  | --- | 
|Month     |  | High                 |       |  | Low | 
|December  |  |                      | 26.40 |  |     | 
|November  |  |                      | 26.44 |  |     | 
|October   |  |                      | 26.45 |  |     | 
|September |  |                      | 26.20 |  |     | 
|August    |  |                      | 26.19 |  |     | 
|July      |  |                      | 26.78 |  |     | 
|June      |  |                      | 26.35 |  |     | 
|May       |  |                      | 26.35 |  |     | 
|April     |  |                      | 26.31 |  |     | 
|March     |  |                      | 26.37 |  |     | 
|February  |  |                      | 26.25 |  |     | 
|January   |  |                      | 26.23 |  |     | 



| Brookfield Office Properties | 2013 Annual Information Form47







The following table sets forth the reported
high and low trading prices and trading volumes of our Class AAA preference shares, Series J (BPO.PR.J) as reported by the TSX
from January 2012 to December 2012:



|          |  | Price Per Share (C$) |       |  |     | 
|--------- |  | -------------------- | ----- |  | --- | 
|Month     |  | High                 |       |  | Low | 
|December  |  |                      | 26.02 |  |     | 
|November  |  |                      | 26.14 |  |     | 
|October   |  |                      | 25.99 |  |     | 
|September |  |                      | 25.82 |  |     | 
|August    |  |                      | 25.74 |  |     | 
|July      |  |                      | 26.15 |  |     | 
|June      |  |                      | 25.95 |  |     | 
|May       |  |                      | 26.10 |  |     | 
|April     |  |                      | 25.87 |  |     | 
|March     |  |                      | 26.00 |  |     | 
|February  |  |                      | 26.14 |  |     | 
|January   |  |                      | 25.88 |  |     | 



The following table sets forth the reported high and low trading
prices and trading volumes of our Class AAA preference shares, Series K (BPO.PR.K) as reported by the TSX from January 2012 to
December 2012:



|          |  | Price Per Share (C$) |       |  |     | 
|--------- |  | -------------------- | ----- |  | --- | 
|Month     |  | High                 |       |  | Low | 
|December  |  |                      | 26.55 |  |     | 
|November  |  |                      | 26.51 |  |     | 
|October   |  |                      | 26.17 |  |     | 
|September |  |                      | 25.98 |  |     | 
|August    |  |                      | 26.09 |  |     | 
|July      |  |                      | 25.82 |  |     | 
|June      |  |                      | 26.02 |  |     | 
|May       |  |                      | 26.64 |  |     | 
|April     |  |                      | 26.77 |  |     | 
|March     |  |                      | 26.70 |  |     | 
|February  |  |                      | 26.69 |  |     | 
|January   |  |                      | 26.75 |  |     | 



The following table sets forth the reported high and low trading
prices and trading volumes of our Class AAA preference shares, Series L (BPO.PR.L) as reported by the TSX from January 2012 to
December 2012:



|          |  | Price Per Share (C$) |       |  |     | 
|--------- |  | -------------------- | ----- |  | --- | 
|Month     |  | High                 |       |  | Low | 
|December  |  |                      | 26.73 |  |     | 
|November  |  |                      | 26.85 |  |     | 
|October   |  |                      | 26.71 |  |     | 
|September |  |                      | 26.84 |  |     | 
|August    |  |                      | 26.94 |  |     | 
|July      |  |                      | 26.98 |  |     | 
|June      |  |                      | 26.70 |  |     | 
|May       |  |                      | 26.75 |  |     | 
|April     |  |                      | 26.75 |  |     | 
|March     |  |                      | 26.97 |  |     | 
|February  |  |                      | 27.02 |  |     | 
|January   |  |                      | 27.05 |  |     | 



| Brookfield Office Properties | 2013 Annual Information Form48







The following table sets forth the reported high and low trading
prices and trading volumes of our Class AAA preference shares, Series N (BPO.PR.N) as reported by the TSX from January 2012 to
December 2012:



|          |  | Price Per Share (C$) |       |  |     | 
|--------- |  | -------------------- | ----- |  | --- | 
|Month     |  | High                 |       |  | Low | 
|December  |  |                      | 26.52 |  |     | 
|November  |  |                      | 26.68 |  |     | 
|October   |  |                      | 26.58 |  |     | 
|September |  |                      | 26.50 |  |     | 
|August    |  |                      | 26.52 |  |     | 
|July      |  |                      | 26.60 |  |     | 
|June      |  |                      | 26.24 |  |     | 
|May       |  |                      | 26.37 |  |     | 
|April     |  |                      | 26.44 |  |     | 
|March     |  |                      | 26.84 |  |     | 
|February  |  |                      | 26.97 |  |     | 
|January   |  |                      | 26.63 |  |     | 



The following table sets forth the reported
high and low trading prices and trading volumes of our Class AAA preference shares, Series P (BPO.PR.P) as reported by the TSX
from January 2012 to December 2012:



|          |  | Price Per Share (C$) |       |  |     | 
|--------- |  | -------------------- | ----- |  | --- | 
|Month     |  | High                 |       |  | Low | 
|December  |  |                      | 26.07 |  |     | 
|November  |  |                      | 25.99 |  |     | 
|October   |  |                      | 26.10 |  |     | 
|September |  |                      | 25.85 |  |     | 
|August    |  |                      | 25.95 |  |     | 
|July      |  |                      | 26.03 |  |     | 
|June      |  |                      | 25.43 |  |     | 
|May       |  |                      | 25.65 |  |     | 
|April     |  |                      | 25.50 |  |     | 
|March     |  |                      | 25.80 |  |     | 
|February  |  |                      | 26.13 |  |     | 
|January   |  |                      | 26.54 |  |     | 



The following table sets forth the reported high and low trading
prices and trading volumes of our Class AAA preference shares, Series R (BPO.PR.R) as reported by the TSX from January 2012 to
December 2012:



|          |  | Price Per Share (C$) |       |  |     | 
|--------- |  | -------------------- | ----- |  | --- | 
|Month     |  | High                 |       |  | Low | 
|December  |  |                      | 26.75 |  |     | 
|November  |  |                      | 26.13 |  |     | 
|October   |  |                      | 25.94 |  |     | 
|September |  |                      | 26.24 |  |     | 
|August    |  |                      | 26.63 |  |     | 
|July      |  |                      | 26.25 |  |     | 
|June      |  |                      | 25.90 |  |     | 
|May       |  |                      | 25.99 |  |     | 
|April     |  |                      | 26.00 |  |     | 
|March     |  |                      | 25.74 |  |     | 
|February  |  |                      | 25.94 |  |     | 
|January   |  |                      | 26.24 |  |     | 



The following table sets forth the reported
high and low trading prices and trading volumes of our Class AAA preference shares, Series T (BPO.PR.T) as reported by the TSX
from their issuance on September 13, 2012 to December 2012:



|                                      |  | Price Per Share (C$) |       |  |     | 
|------------------------------------- |  | -------------------- | ----- |  | --- | 
|Month                                 |  | High                 |       |  | Low | 
|December                              |  |                      | 25.45 |  |     | 
|November                              |  |                      | 25.95 |  |     | 
|October                               |  |                      | 25.90 |  |     | 
|September (September 13-September 30) |  |                      | 25.74 |  |     | 



| Brookfield Office Properties | 2013 Annual Information Form49





DIRECTORS AND OFFICERS



The names, principal occupations and municipalities
of residence of our directors and officers, as well as the year each director first became a director are set out below. Each director
is appointed to serve until the next annual meeting of shareholders or until his or her successor is elected or appointed.



Directors



|Name, municipality of residence                                               |  | Director
        since |  | Principal Occupation and Five-year Occupation History                                                                                                                                                                                                                                                                                            
|----------------------------------------------------------------------------- |  | ---------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                              |  |                        |  |                                                                                                                                                                                                                                                                                                                                                  
|GORDON E. ARNELLCalgary, Alberta, Canada                                      |  | 1989                   |  | Mr. Arnell is a corporate director.  He was Chairman of BPO from 1995 to 2012.                                                                                                                                                                                                                                                                   
|                                                                              |  |                        |  |                                                                                                                                                                                                                                                                                                                                                  
|WILLIAM T. CAHILL(1)(2)Ridgefield, Connecticut, U.S.A.                        |  | 2000                   |  | Mr. Cahill has been Managing Director Independent Risk at Citi Community Capital since 2002.                                                                                                                                                                                                                                                     
|                                                                              |  |                        |  |                                                                                                                                                                                                                                                                                                                                                  
|CHRISTIE J.B. CLARK(2)(3)Toronto, Ontario, Canada                             |  | 2012                   |  | Mr. Clark is a corporate director. He retired from his position as the Chief Executive Officer of PricewaterhouseCoopers LLP in Canada in 2011, a position he had held since 2005.                                                                                                                                                               
|                                                                              |  |                        |  |                                                                                                                                                                                                                                                                                                                                                  
|RICHARD B. CLARK(4)Larchmont, New York, U.S.A.                                |  | 2002                   |  | Mr. Clark has been Chairman of our Board of Directors since July 1, 2012. He was Chief Executive Officer of BPO from 2002 to 2012. Mr. Clark is currently also Senior Managing Partner and Chief Executive Officer of BAM’s global real estate group.                                                                                            
|                                                                              |  |                        |  |                                                                                                                                                                                                                                                                                                                                                  
|JACK L. COCKWELLToronto, Ontario, Canada                                      |  | 1999                   |  | Mr. Cockwell has been Group Chairman of BAM since 2002.                                                                                                                                                                                                                                                                                          
|                                                                              |  |                        |  |                                                                                                                                                                                                                                                                                                                                                  
|Dennis H. FriedrichMuttontown, New York, U.S.A                                |  | 2012                   |  | Mr. Friedrich was appointed Chief Executive Officer of BPO effective July 1, 2012 following a year as President and Global Chief Investment Officer, prior to which he was President and Chief Executive Officer, U.S. Commercial Operations since January 2009 and President and Chief Operating Officer, U.S. Commercial Operations since 2003.
|                                                                              |  |                        |  |                                                                                                                                                                                                                                                                                                                                                  
|Michael Hegarty(1)(2)(3)Briarcliff Manor, New York, U.S.A.                    |  | 2010                   |  | Mr. Hegarty is a corporate director.  He retired from AXA Equitable Life Insurance Company in 2001 after three years as President and Chief Operating Officer.                                                                                                                                                                                   
|                                                                              |  |                        |  |                                                                                                                                                                                                                                                                                                                                                  
|PAUL J. MASSEY JR. (2)(4)Larchmont, New York, U.S.A.                          |  | 2012                   |  | Mr. Massey has been the Chief Executive Officer of Massey Knakal Realty Services since 1988 when he co-founded that firm.                                                                                                                                                                                                                        
|                                                                              |  |                        |  |                                                                                                                                                                                                                                                                                                                                                  
|F. ALLAN MCDONALD (2)(3)(4)
        Elizabeth Bay, New South Wales, Australia |  | 2011                   |  | Mr. McDonald is a corporate director. He retired in 1989 as Director International Services, ANZ Bank. Previously, Mr. McDonald was Chairman and Managing Director of Development Finance Corporation Limited.                                                                                                                                   
|                                                                              |  |                        |  |                                                                                                                                                                                                                                                                                                                                                  
|Robert L. Stelzl (1)(2)(3)Hamilton, Montana, U.S.A.                           |  | 2005                   |  | Mr. Stelzl is a private real estate investor and investment manager.  In 2003, he retired from Colony Capital, LLC, a global real estate private equity investor, after 14 years as a principal and member of the Investment Committee.                                                                                                          
|                                                                              |  |                        |  |                                                                                                                                                                                                                                                                                                                                                  
|JOHN E. ZUCCOTTINew York, New York, U.S.A.                                    |  | 1998                   |  | Mr. Zuccotti has been Co-Chairman of our Board of Directors since 2002, Chairman of the Board of Directors of Brookfield Financial Properties, Inc. since 1996 and Senior Counsel, Weil, Gotshal and Manages LLP since 1998.                                                                                                                     

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

| | (2) | Independent director
| | --- | --------------------

| | (3) | Member of the Audit Committee
| | --- | -----------------------------

| | (4) | Member of the Human Resources and Compensation Committee
| | --- | --------------------------------------------------------



| Brookfield Office Properties | 2013 Annual Information Form50







Officers



See above for descriptions of Richard B.
Clark, Chairman and Dennis H. Friedrich, Chief Executive Officer.



|Name, municipality of
        residence                   |  | Position Held                                                           |  | Five-year Occupation History                                                                                                                                                                                                                                                                                                                                                                                                                          
|--------------------------------------------------------- |  | ----------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                          |  |                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|THOMAS F. FARLEYCalgary, Alberta, Canada                  |  | President and Global Chief Operating Officer                            |  | Mr. Farley has held his present principal occupation since June 2011, prior to which he was Chief Executive Officer, Canadian Commercial Operations since January 2009 and President and Chief Operating Officer, Canadian Commercial Operations since 2002.                                                                                                                                                                                          
|                                                          |  |                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|BRYAN K. DAVISRye, New York, U.S.A.                       |  | Chief Financial Officer                                                 |  | Mr. Davis has held his present principal occupation since 2007.                                                                                                                                                                                                                                                                                                                                                                                       
|                                                          |  |                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|G. MARK BROWNDobbs Ferry, New York, U.S.A.                |  | Global Chief Investment Officer                                         |  | Mr. Brown was appointed Global Chief Investment
        Officer in July 2012. Previously he was Head of Global Strategic Initiatives and Finance, prior to which he was Senior Vice President,
        Strategic Initiatives and Finance since 2005.                                                                                                                                                                                                  
|MITCHELL E. RUDIN
        Scarsdale, New York, U.S.A.     |  | President and Chief Executive Officer, U.S. Commercial Operations       |  | Mr. Rudin has held his present principal occupation since June 2011, prior to which he was President and Chief Executive Officer of CB Richard Ellis’ New York Tri-State Region since 2004.                                                                                                                                                                                                                                                           
|                                                          |  |                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|T. JAN SUCHARDA
        Toronto, Ontario, Canada          |  | President and Chief Executive Officer, Canadian Commercial Operations   |  | Mr. Sucharda has held his present principal occupation since June 2011, prior to which he was President and Chief Operating Officer, Canadian Commercial Operations since August 2010, Chief Operating Officer, Canadian Commercial Operations since 2009, and Senior Vice President, Strategic Initiatives since 2006.                                                                                                                               
|                                                          |  |                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|KURT WILKINSON
        Sydney, New South Wales, Australia |  | President and Chief Operating Officer, Australian Commercial Operations |  | Mr.  Wilkinson has held his present principal occupation since 2012, prior to which he was Chief Operating Officer of Australian Commercial Operations since 2011 and Head of Asset Management of Australian Commercial Operationssince 2009.  Prior to that Mr. Wilkinson held the position of Head of Property and Chief Operating Officer at an Australian REIT from 2004 to 2009.                                                                 
|                                                          |  |                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|MARTIN JEPSON
        London,United Kingdom               |  | President and Chief Operating Officer, European Commercial Operations   |  | Mr. Jepson has held his present principal occupation since 2013, prior to which he was Senior Vice President, Developments and Investments, Europe for BPO since 2011.  Prior to that he was Managing Director of the London Group for Hammerson, a leading European commercial real estate company from 2008 to 2011. Prior to joining Hammerson, Mr. Jepson served as London Regional Director at Taylor Woodrow Property Company from 2005 to 2008.
|                                                          |  |                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|BRETT M. FOXOld Bethpage, New York, U.S.A.                |  | General Counsel and Chief Compliance and Administrative Officer         |  | Mr. Fox has held his present principal occupation since 2003.                                                                                                                                                                                                                                                                                                                                                                                         
|                                                          |  |                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Michelle L. CampbellNew York, New York, U.S.A.            |  | Vice President, Compliance and Assistant General Counsel                |  | Ms. Campbell has held her present principal occupation since 2007.                                                                                                                                                                                                                                                                                                                                                                                    
|                                                          |  |                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|MELISSA J. COLEYMadison, New Jersey, U.S.A.               |  | Vice President, Investor Relations and Communications                   |  | Ms. Coley has held her present principal occupation since 2002.                                                                                                                                                                                                                                                                                                                                                                                       
|                                                          |  |                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|P. KEITH HYDEToronto, Ontario, Canada                     |  | Vice President, Taxation                                                |  | Mr. Hyde has held his present principal occupation since 1988.                                                                                                                                                                                                                                                                                                                                                                                        
|                                                          |  |                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|DANA PETITTONew York, New York, U.S.A.                    |  | Vice President, Finance                                                 |  | Ms. Petitto has held her present principal occupation since 2012. Prior to which she was Vice President and Controller of BPO since 2007.                                                                                                                                                                                                                                                                                                             
|                                                          |  |                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                       



| Brookfield Office Properties | 2013 Annual Information Form51







Share Ownership



As of the date hereof, the directors
and executive officers of BPO own, directly or indirectly, or exercise control or direction over approximately 10,243,073
common shares, representing 2.0% of the outstanding voting shares. See the information on page 1 of our Management Proxy
Circular dated March 15, 2013 under the heading “Principal Holders of Voting Shares”, which is incorporated by
reference herein and available on SEDAR at www.sedar.comand on
our Web site at www.brookfieldofficeproperties.com for further
information regarding our share ownership.



LEGAL
PROCEEDINGS



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



INTEREST OF MANAGEMENT AND OTHERS IN
MATERIAL TRANSACTIONS



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



In the normal course of our operations,
we enter into various transactions on market terms with related parties, including intercompany loans, putting amounts on deposit
with affiliates, acquiring insurance and leasing office space. BAM also reimburses us for a portion of the annual compensation
paid to certain members of our senior management team to the extent that they devote a portion of their time to BAM’s global
real estate group.



CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES
OR SANCTIONS



Mr. Cockwell was a director of Fraser Papers
Inc. (“Fraser”) until April 29, 2009. On June 18, 2009, Fraser announced that it, together with its subsidiaries, initiated
a court-supervised restructuring under the Companies’ Creditors Arrangement Act in the Ontario Superior Court of Justice
and that they would be seeking similar relief pursuant to chapter 15 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for
the district of Delaware. On February 10, 2011, the Ontario Superior Court of Justice sanctioned an amended plan of compromise
and arrangement under the Companies’ Creditors Arrangement Act that provided for, among other things, the sale of
most of Fraser’s remaining property and the making of distributions to Fraser’s creditors.



In 2010, the New York Department of State
alleged that Mr. Massey violated the New York Real Property Law for failing to ensure that three brokers working for Massey Knakal
Realty Services were properly licensed as real estate brokers. In 2011, Mr. Massey paid a fine of $2,000 and the New York Department
of State terminated and withdrew the matter.



AUDITORS, TRANSFER AGENT AND REGISTRAR



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



The transfer agent and registrar for BPO’s
preference shares and common shares in Canada is CIBC Mellon Trust Company at its principal office in Toronto, Ontario. The transfer
agent and registrar for BPO’s common shares in the United States is Computershare Inc. at its principal office in Ridgefield
Park, New Jersey.



| Brookfield Office Properties | 2013 Annual Information Form52







AUDIT COMMITTEE INFORMATION



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



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



The Audit Committee is comprised of four
directors all of whom are independent directors: Christie J.B. Clark (Chairman), Michael Hegarty, F. Allan McDonald and Robert
L. Stelzl. In addition to being independent directors under our Audit Committee charter, all members of the Audit Committee must
meet an additional “independence” test under the Sarbanes-Oxley Act and National Instrument 52-110, “Audit Committees”
in that their directors’ fees are the only compensation they, or their firms, receive from BPO and that they are not affiliated
with and do not have a material relationship with BPO. Each member of the Audit Committee is Financially Literate and Mr. Clark
isconsidered to be an Audit Committee Financial Expert, as these terms are defined under the applicable regulations.



Relevant Education and Experience



All of the members of the Audit Committee
have acquired significant financial experience and exposure to accounting and financial issues through service as senior executive
officers and directors of various public and private companies in different sectors, including the professional services and financial
services industries. In these roles, the members of the Audit Committee have been involved in the supervision of a company’s
accounting function, the preparation of financial statements, the assessment and oversight of the external auditors, the oversight
of regulatory filings and compliance and the evaluation of internal controls over financial reporting. Messrs. Clark, Hegarty and
McDonald have also served on the audit committees of various public and private companies. In addition, Messrs. Clark, Stelzl and
McDonald have business-related university degrees, Mr. Clark is a chartered accountant and a fellow of the Institute of Chartered
Accountants of Ontario and Mr. McDonald is a fellow of the Australian Society of Certified Practicing Accountants. Details of the
experience of Messrs. Clark, Hegarty, McDonald and Stelzl are contained in our Management Proxy Circular datedMarch 15,
2013 under the heading “Business of the Meeting – Election of Directors – Director Nominees.” The collective
experience and depth of knowledge represented by the members of the Audit Committee provide the committee with an understanding
of the accounting principles used by BPO, including the application of estimates, accruals and provisions, that is sufficient to
allow the committee to carry out its mandate.



Pre-Approval Policies and Procedures



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



| Brookfield Office Properties | 2013 Annual Information Form53







External Auditor Service Fees (By Category)



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



|Service Performed     |  |   | 2012(1)   |  |  |   | 2011(2)  
|--------------------- |  | - | --------- |  |  | - | ---------
|Audit fees (3)        |  | $ | 3,719,008 |  |  | $ | 3,595,000
|Audit related fees(4) |  | $ | 3,719,008 |  |  | $ | 4,140,000
|All other fees        |  | $ | 15,118    |  |  | $ | 15,000   
|Tax fees              |  |   | -         |  |  | $ | 50,000   
|Total fees            |  | $ | 7,453,134 |  |  | $ | 7,800,000

| | (1) | All amounts are billed in Canadian dollars and have been converted to U.S. dollars at the exchange
rate on December 31, 2012 of C$0.9922 for each US$1.00.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | All amounts are billed in Canadian dollars and have been converted to U.S. dollars at the exchange
rate on December 31, 2011 of C$1.00 for each US$1.00.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Included in this amount is $589,599 and $105,825 (2011 – $535,000 and $215,000) relating to
the audits of BOX and BPP, respectively.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Included in this amount is $3,381,375(2011 - $3,600,000) related to the audit of various BPO
subsidiaries and $335,000 (2011 - $540,000) of non-recurring fees.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



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



Other
fees consist of fees for assistance with corporate and social responsibility reporting.



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



ADDITIONAL INFORMATION



Additional information including directors’
and executive officers’ remuneration and indebtedness, the principal holders of our securities and securities authorized
for issuance under equity compensation plans is set out in our Management Proxy Circular dated March 15, 2013. Additional financial
information is also provided in the consolidated financial statements in our Annual Report for the year ended December 31, 2012.
Our 2012 Annual Report also contains, in pages 14 through 61, the Management’s Discussion and Analysis of our financial condition
and results of operations for the year ended December 31, 2012.



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



| Brookfield Office Properties | 2013 Annual Information Form54







APPENDIX A – SUBSIDIARIES



As of the date hereof, Brookfield Office
Properties Inc. (“BPO”) beneficially owned, directly or indirectly, the percentage interest of the voting and non-voting
securities of the subsidiaries listed below. Certain subsidiaries, each of which represent not more than 10% of the consolidated
assets and not more than 10% of the consolidated revenues of BPO, and all of which, in the aggregate, represent not more than
20% of the total consolidated assets and the total consolidated revenues of BPO at the date hereof, have been omitted. Indentation
indicates the voting securities are directly or indirectly owned by the subsidiary listed above.



|Subsidiary                                   |  | Jurisdictionof Formation |  | Percentage Interest |       |   |  |   | Property (including Percentage Interest if less than100%) /Line of Business
|-------------------------------------------- |  | ------------------------ |  | ------------------- | ----- | - |  | - | ---------------------------------------------------------------------------
|Brookfield Properties, Inc.                  |  | Delaware                 |  |                     | 100   | % |  |   |                                                                            
|Brookfield Properties 711 Polk LLC           |  | Delaware                 |  |                     | 100   | % |  |   |                                                                            
|1201 Louisiana Co. L.P.                      |  | Delaware                 |  |                     | 100   | % |  |   |                                                                            
|Brookfield Market LLC                        |  | Minnesota                |  |                     | 100   | % |  |   |                                                                            
|Brookfield Properties 601 South 12th Co. LLC |  | Delaware                 |  |                     | 100   | % |  |   |                                                                            
|Brookfield Properties 701 South 12th Co. LLC |  | Delaware                 |  |                     | 100   | % |  |   |                                                                            
|Brookfield Properties Secaucus Co. LLC       |  | Delaware                 |  |                     | 100   | % |  |   |                                                                            
|Brookfield Properties W 33rd Co. L.P.        |  | Delaware                 |  |                     | 100   | % |  |   |                                                                            
|BOP West 31st Street LLC                     |  | Delaware                 |  |                     | 100   | % |  |   |                                                                            
|Brookfield Properties 75 State Co. LLC       |  | Delaware                 |  |                     | 99    | % |  |   |                                                                            
|450 Partners LLC                             |  | Delaware                 |  |                     | 75    | % |  |   |                                                                            
|Brookfield Properties Investor Corporation   |  | Delaware                 |  |                     | 100   | % |  |   |                                                                            
|BOP 650 Mass LLC                             |  | Delaware                 |  |                     | 100   | % |  |   |                                                                            
|BOP 799 9th LLC                              |  | Delaware                 |  |                     | 100   | % |  |   |                                                                            
|BOP Bethesda Metro Center LLC                |  | Delaware                 |  |                     | 100   | % |  |   |                                                                            
|BOP Heritage LLC                             |  | Delaware                 |  |                     | 51    | % |  |   |                                                                            
|BOP Met Park LLC                             |  | Delaware                 |  |                     | 100   | % |  |   |                                                                            
|Brookfield Mountain LLC                      |  | Delaware                 |  |                     | 100   | % |  |   |                                                                            
|Brookfield Properties 173 Co. LLC            |  | Delaware                 |  |                     | 100   | % |  |   |                                                                            
|BOP Republic Plaza I Llc                     |  | Delaware                 |  |                     | 100   | % |  | } |                                                                            
|BOP Republic Plaza II LLC                    |  | Delaware                 |  |                     | 100   | % |  |   |                                                                            
|TRZ Holdings LLC                             |  | Delaware                 |  |                     | 84.29 | % |  |   |                                                                            
|1200 K Street I Co. LLC                      |  | Delaware                 |  |                     | 84.29 | % |  |   |                                                                            
|1200 K Street II Co. LLC                     |  | Delaware                 |  |                     | 84.29 | % |  | } |                                                                            
|H,B-H Associates GP LLC                      |  | California               |  |                     | 84.29 | % |  |   |                                                                            
|1250C Co. LLC                                |  | Delaware                 |  |                     | 84.29 | % |  |   |                                                                            
|1400 K Co. LLC                               |  | District of Columbia     |  |                     | 84.29 | % |  | } |                                                                            
|1400 K Fee LLC                               |  | District of Columbia     |  |                     | 84.29 | % |  |   |                                                                            
|2000 L Co. LLC                               |  | District of Columbia     |  |                     | 84.29 | % |  |   |                                                                            
|2401P Co. LLC                                |  | Delaware                 |  |                     | 84.29 | % |  |   |                                                                            
|1550 and 1560 Wilson Co. LLC                 |  | Delaware                 |  |                     | 84.29 | % |  |   |                                                                            
|One Reston Co. LLC                           |  | Delaware                 |  |                     | 84.29 | % |  |   |                                                                            
|Sunrise Tech Park Co. LLC                    |  | Delaware                 |  |                     | 84.29 | % |  |   |                                                                            
|Two Reston Co. LLC                           |  | Delaware                 |  |                     | 84.29 | % |  |   |                                                                            
|Two Ballston Plaza Co. LLC                   |  | Delaware                 |  |                     | 84.29 | % |  |   |                                                                            
|Bethesda Crescent (4600) Co. L.P.            |  | Delaware                 |  |                     | 84.29 | % |  |   |                                                                            
|Bethesda Crescent (Wisconsin) Co. L.P.       |  | Delaware                 |  |                     | 84.29 | % |  |   |                                                                            
|Silver SM Co. LLC                            |  | Maryland                 |  |                     | 84.29 | % |  |   |                                                                            
|BOP Landmark Square Co. LLC                  |  | Delaware                 |  |                     | 84.29 | % |  |   |                                                                            
|601 Figueroa Co. LLC                         |  | Delaware                 |  |                     | 84.29 | % |  |   |                                                                            
|1600 Smith Co. LLC                           |  | Delaware                 |  |                     | 84.29 | % |  |   |                                                                            
|Cullen 500 Jefferson Co. L.P.                |  | Delaware                 |  |                     | 84.29 | % |  |   |                                                                            







| Brookfield Office Properties | 2013 Annual Information Form55







|Subsidiary                             |  | Jurisdiction of Formation |  | Percentage Interest |       |   | Property (including Percentage Interest if less than
 100%) /Line of Business
|-------------------------------------- |  | ------------------------- |  | ------------------- | ----- | - | -----------------------------------------------------------------------------
|Cullen Continental II Co. L.P.         |  | Delaware                  |  |                     | 84.29 | % |                                                                              
|One Allen Center Co. LLC               |  | Delaware                  |  |                     | 84.29 | % |                                                                              
|Two Allen Center Co. LLC               |  | Delaware                  |  |                     | 84.29 | % |                                                                              
|Three Allen Center Co. LLC             |  | Delaware                  |  |                     | 84.29 | % |                                                                              
|One NY Plaza Co. LLC                   |  | Delaware                  |  |                     | 84.29 | % |                                                                              
|1114 6th Avenue Co. LLC                |  | Delaware                  |  |                     | 84.29 | % |                                                                              
|2001 M Co. LLC                         |  | Delaware                  |  |                     | 45.6  | % |                                                                              
|750 Ninth Street, LLC                  |  | Delaware                  |  |                     | 36.92 | % |                                                                              
|333 South Hope Co. LLC                 |  | Delaware                  |  |                     | 84.29 | % |                                                                              
|EYP Realty, LLC                        |  |                           |  |                     | 84.29 | % |                                                                              
|Marina Airport Building, Ltd.          |  | California                |  |                     | 84.29 | % |                                                                              
|Brookfield Financial Properties, L.P.  |  | Delaware                  |  |                     | 99.4  | % |                                                                              
|Brookfield Properties One WFC Co. LLC  |  | Delaware                  |  |                     | 99.4  | % |                                                                              
|WFP Tower B Co. L.P.                   |  | New York                  |  |                     | 99.4  | % |                                                                              
|BFP Tower C Co. LLC                    |  | Delaware                  |  |                     | 99.4  | % |                                                                              
|WFP Tower D Co. L.P.                   |  | New York                  |  |                     | 99.4  | % |                                                                              
|WFP Retail Co. L.P.                    |  | Delaware                  |  |                     | 99.4  | % |                                                                              
|BFP 300 Madison II LLC                 |  | Delaware                  |  |                     | 99.4  | % |                                                                              
|BOP 245 Park LLC                       |  | Delaware                  |  |                     | 50.7  | % |                                                                              
|Brookfield Properties OLP Co. LLC      |  | Delaware                  |  |                     | 99.4  | % |                                                                              
|BFP 1625 Eye Co. LLC                   |  | Delaware                  |  |                     | 9.94  | % |                                                                              
|BFP 701 9th Co. LLC                    |  | Delaware                  |  |                     | 99.4  | % |                                                                              
|77 K Street Tower, LLC                 |  | Delaware                  |  |                     | 49.7  | % |                                                                              
|BFP Potomac Tower Co. LLC              |  | Delaware                  |  |                     | 99.4  | % |                                                                              
|BOP 1801 California Street LLC         |  | Delaware                  |  |                     | 99.4  | % |                                                                              
|Bpo Properties Ltd.                    |  | Canada                    |  |                     | 100   | % |                                                                              
|Brookfield Canada Office Properties    |  | Ontario                   |  |                     | 40.5  | % |                                                                              
|Brookfield Office Properties Canada LP |  | Ontario                   |  |                     | 83.3  | % |                                                                              
|BP LP                                  |  | Ontario                   |  |                     | 83.3  | % |                                                                              
|Brookfield Place (Wellington) Limited  |  | Canada                    |  |                     | 83.3  | % |                                                                              
|Galleria Concourse Operations Inc.     |  | Ontario                   |  |                     | 41.65 | % |                                                                              
|BOPC COF LP                            |  | Ontario                   |  |                     | 83.3  | % |                                                                              
|BOPC FCP LP                            |  | Ontario                   |  |                     | 83.3  | % |                                                                              
|BAC East Below Grade Sub LP            |  | Ontario                   |  |                     | 83.3  | % |                                                                              
|BAC North Below Grade Sub LP           |  | Ontario                   |  |                     | 83.3  | % |                                                                              
|BAC West Below Grade Sub LP            |  | Ontario                   |  |                     | 83.3  | % |                                                                              
|BAC Retail Concourse GP                |  | Ontario                   |  |                     | 83.3  | % |                                                                              



| Brookfield Office Properties | 2013 Annual Information Form56









|Subsidiary                            |  | Jurisdictionof Formation |  | Percentage Interest |       |   |  |   | Property (including Percentage Interest if less than100%) /Line of Business
|------------------------------------- |  | ------------------------ |  | ------------------- | ----- | - |  | - | ---------------------------------------------------------------------------
|BPO Properties Bloor Yonge LP         |  | Ontario                  |  |                     | 83.3  | % |  |   |                                                                            
|Bankers Hall LP                       |  | Alberta                  |  |                     | 83.3  | % |  |   |                                                                            
|4087844 Canada Inc.                   |  | Canada                   |  |                     | 41.65 | % |  |   |                                                                            
|Fifth Avenue LP                       |  | Alberta                  |  |                     | 83.3  | % |  |   |                                                                            
|RBB LP                                |  | Alberta                  |  |                     | 83.3  | % |  |   |                                                                            
|4087861 Canada Inc.                   |  | Canada                   |  |                     | 41.65 | % |  |   |                                                                            
|SEC LP                                |  | Alberta                  |  |                     | 83.3  | % |  |   |                                                                            
|BPO Core Trust                        |  | Alberta                  |  |                     | 100   | % |  |   |                                                                            
|BPO Properties Trust                  |  | Alberta                  |  |                     | 100   | % |  |   |                                                                            
|BPO Properties Bay Adelaide LP        |  | Ontario                  |  |                     | 100   | % |  |   |                                                                            
|BAC East Above Grade Sub LP           |  | Ontario                  |  |                     | 100   | % |  |   |                                                                            
|6440982 Canada Inc.                   |  | Canada                   |  |                     | 100   | % |  | } |                                                                            
|BPO Properties CHS LP                 |  | Alberta                  |  |                     | 100   | % |  |   |                                                                            
|1652371 Alberta Ltd.                  |  | Alberta                  |  |                     | 100   | % |  | } |                                                                            
|1652427 Alberta Ltd.                  |  | Alberta                  |  |                     | 100   | % |  |   |                                                                            
|718357 Ontario Limited                |  | Ontario                  |  |                     | 100   | % |  |   |                                                                            
|Brookfield Johnson Controls Canada LP |  | Ontario                  |  |                     | 33.1  | % |  |   |                                                                            
|Brookfield Residential Services Ltd.  |  | Ontario                  |  |                     | 80    | % |  |   |                                                                            
|BOP (UK) Holdings Ltd.                |  | Ontario                  |  |                     | 100   | % |  |   |                                                                            
|BOPA Holdings Ltd.                    |  | Ontario                  |  |                     | 100   | % |  |   |                                                                            
|BOPA Trust                            |  | Australia                |  |                     | 100   | % |  |   |                                                                            
|BSREP THG AIV BPO LP                  |  | Australia                |  |                     | 41.22 | % |  |   |                                                                            





| Brookfield Office Properties | 2013 Annual Information Form57







APPENDIX
B - Commercial Properties by Region as of december 31, 2012

|                                    |  |                         |    |  |              |  |       | Assets
    Under management |  |  | proportionate(1) |  |  | proportionate
                                                      net of Non- Controlling
                                                                             Interests(2) |    
|----------------------------------- |  | ----------------------- | -- |  | ------------ |  | ----- | --------------------------- |  |  | ---------------- |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---
|(square feet in
    000’s)          |  | number
    OFPROPERTIES |    |  | leased
    % |  |       | office                      |  |  | retail           |  |  | leasable                                                                                                                                                                              |    
|U.S. PROPERTIES                     |  |                         |    |  |              |  |       |                             |  |  |                  |  |  |                                                                                                                                                                                       |    
|New
    York Midtown                |  |                         |    |  |              |  |       |                             |  |  |                  |  |  |                                                                                                                                                                                       |    
|300 Madison Avenue                  |  |                         | 1  |  |              |  | 100.0 |                             |  |  | 1,126            |  |  |                                                                                                                                                                                       | 14 
|245
    Park Avenue(3)              |  |                         | 1  |  |              |  | 95.9  |                             |  |  | 1,719            |  |  |                                                                                                                                                                                       | 68 
|450
    West 33rdStreet(3)          |  |                         | 1  |  |              |  | 77.5  |                             |  |  | 1,684            |  |  |                                                                                                                                                                                       | 108
|The
    Grace Building(3,4)         |  |                         | 1  |  |              |  | 96.3  |                             |  |  | 1,537            |  |  |                                                                                                                                                                                       | 20 
|                                    |  |                         | 4  |  |              |  | 91.5  |                             |  |  | 6,066            |  |  |                                                                                                                                                                                       | 210
|New
    York downtown               |  |                         |    |  |              |  |       |                             |  |  |                  |  |  |                                                                                                                                                                                       |    
|Brookfield Place New York           |  |                         |    |  |              |  |       |                             |  |  |                  |  |  |                                                                                                                                                                                       |    
|200 Liberty Street                  |  |                         | 1  |  |              |  | 89.8  |                             |  |  | 1,611            |  |  |                                                                                                                                                                                       | 52 
|225 Liberty Street                  |  |                         | 1  |  |              |  | 100.0 |                             |  |  | 2,671            |  |  |                                                                                                                                                                                       | 35 
|200 Vesey Street                    |  |                         | 1  |  |              |  | 99.5  |                             |  |  | 1,254            |  |  |                                                                                                                                                                                       | —  
|250 Vesey Street                    |  |                         | 1  |  |              |  | 99.8  |                             |  |  | 1,861            |  |  |                                                                                                                                                                                       | 43 
|Retail and Winter Garden            |  |                         |    |  |              |  | 41.0  |                             |  |  | —                |  |  |                                                                                                                                                                                       | 168
|One Liberty Plaza                   |  |                         | 1  |  |              |  | 99.4  |                             |  |  | 2,326            |  |  |                                                                                                                                                                                       | 20 
|One
    New York Plaza(4)           |  |                         | 1  |  |              |  | 82.5  |                             |  |  | 2,556            |  |  |                                                                                                                                                                                       | 31 
|                                    |  |                         | 6  |  |              |  | 94.1  |                             |  |  | 12,279           |  |  |                                                                                                                                                                                       | 349
|Boston                              |  |                         |    |  |              |  |       |                             |  |  |                  |  |  |                                                                                                                                                                                       |    
|75 State Street                     |  |                         | 1  |  |              |  | 74.6  |                             |  |  | 771              |  |  |                                                                                                                                                                                       | 25 
|                                    |  |                         | 1  |  |              |  | 74.6  |                             |  |  | 771              |  |  |                                                                                                                                                                                       | 25 
|Washington,
    D.C.                |  |                         |    |  |              |  |       |                             |  |  |                  |  |  |                                                                                                                                                                                       |    
|1625 Eye Street                     |  |                         | 1  |  |              |  | 96.4  |                             |  |  | 370              |  |  |                                                                                                                                                                                       | 16 
|701
    9thStreet                   |  |                         | 1  |  |              |  | 100.0 |                             |  |  | 340              |  |  |                                                                                                                                                                                       | 24 
|799
    9thStreet                   |  |                         | 1  |  |              |  | 76.0  |                             |  |  | 191              |  |  |                                                                                                                                                                                       | 11 
|Potomac Tower                       |  |                         | 1  |  |              |  | 100.0 |                             |  |  | 238              |  |  |                                                                                                                                                                                       | —  
|601
    South 12thStreet            |  |                         | 1  |  |              |  | 100.0 |                             |  |  | 309              |  |  |                                                                                                                                                                                       | —  
|701
    South 12thStreet            |  |                         | 1  |  |              |  | 100.0 |                             |  |  | 253              |  |  |                                                                                                                                                                                       | —  
|77 K Street                         |  |                         | 1  |  |              |  | 93.0  |                             |  |  | 308              |  |  |                                                                                                                                                                                       | 19 
|650 Massachusetts Avenue            |  |                         | 1  |  |              |  | 97.4  |                             |  |  | 230              |  |  |                                                                                                                                                                                       | 82 
|Three Bethesda Metro Center         |  |                         | 1  |  |              |  | 89.4  |                             |  |  | 348              |  |  |                                                                                                                                                                                       | 20 
|Victor
    Building(3,4)            |  |                         | 1  |  |              |  | 92.8  |                             |  |  | 294              |  |  |                                                                                                                                                                                       | 53 
|1200
    K Street(4)                |  |                         | 1  |  |              |  | 99.9  |                             |  |  | 366              |  |  |                                                                                                                                                                                       | 24 
|1250
    Connecticut Avenue(4)      |  |                         | 1  |  |              |  | 99.1  |                             |  |  | 163              |  |  |                                                                                                                                                                                       | 21 
|1400
    K Street(4)                |  |                         | 1  |  |              |  | 99.9  |                             |  |  | 178              |  |  |                                                                                                                                                                                       | 12 
|2000
    L Street(4)                |  |                         | 1  |  |              |  | 96.4  |                             |  |  | 308              |  |  |                                                                                                                                                                                       | 75 
|2001
    M Street(4)                |  |                         | 1  |  |              |  | 10.7  |                             |  |  | 190              |  |  |                                                                                                                                                                                       | 39 
|2401
    Pennsylvania Avenue(4)     |  |                         | 1  |  |              |  | 83.5  |                             |  |  | 58               |  |  |                                                                                                                                                                                       | 19 
|Bethesda
    Crescent(4)            |  |                         | 3  |  |              |  | 89.6  |                             |  |  | 241              |  |  |                                                                                                                                                                                       | 27 
|One
    Reston Crescent(4)          |  |                         | 1  |  |              |  | 100.0 |                             |  |  | 185              |  |  |                                                                                                                                                                                       | —  
|Silver
    Spring Metro Plaza(4)    |  |                         | 3  |  |              |  | 83.3  |                             |  |  | 640              |  |  |                                                                                                                                                                                       | 47 
|Sunrise
    Tech Park(4)            |  |                         | 4  |  |              |  | 90.2  |                             |  |  | 316              |  |  |                                                                                                                                                                                       | —  
|Two
    Ballston Plaza(4)           |  |                         | 1  |  |              |  | 86.6  |                             |  |  | 204              |  |  |                                                                                                                                                                                       | 19 
|1550
    & 1560 Wilson Boulevard(4) |  |                         | 2  |  |              |  | 85.4  |                             |  |  | 248              |  |  |                                                                                                                                                                                       | 35 
|Two
    Reston Crescent(4)          |  |                         | 1  |  |              |  | 100.0 |                             |  |  | 182              |  |  |                                                                                                                                                                                       | 3  
|                                    |  |                         | 31 |  |              |  | 90.5  |                             |  |  | 6,160            |  |  |                                                                                                                                                                                       | 546
|los
    angeles                     |  |                         |    |  |              |  |       |                             |  |  |                  |  |  |                                                                                                                                                                                       |    
|601
    Figueroa(4)                 |  |                         | 1  |  |              |  | 90.4  |                             |  |  | 1,037            |  |  |                                                                                                                                                                                       | 2  
|Bank
    of America Plaza(4)        |  |                         | 1  |  |              |  | 93.4  |                             |  |  | 1,383            |  |  |                                                                                                                                                                                       | 39 
|Ernst
    & Young Tower(4)          |  |                         | 1  |  |              |  | 78.2  |                             |  |  | 910              |  |  |                                                                                                                                                                                       | 335
|Marina
    Towers(3,4)              |  |                         | 2  |  |              |  | 92.6  |                             |  |  | 356              |  |  |                                                                                                                                                                                       | 25 
|Landmark
    Square(4)              |  |                         | 1  |  |              |  | 89.2  |                             |  |  | 420              |  |  |                                                                                                                                                                                       | 23 
|                                    |  |                         | 6  |  |              |  | 88.1  |                             |  |  | 4,106            |  |  |                                                                                                                                                                                       | 424







|(1) | Reflects Brookfield Office Properties interest before considering non-controlling interest in subsidiaries, including Brookfield Financial Properties L.P. of 0.6%. U.S. Office Fund assets are presented net of non-controlling interests held by co-investors in the fund. Brookfield Heritage Partners LLC and 1801 California Street are also presented net of non-controlling interests
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Reflects Brookfield Office Properties interest net of non-controlling interests described in note above                                                                                                                                                                                                                                                                                     



|(3) | Represents jointly controlled interest
|--- | --------------------------------------



|(4) | Represents U.S. Office Fund asset
|--- | ---------------------------------





| Brookfield Office Properties | 2013 Annual Information Form58











|                                  |  |                          |    |  |          |  |      | Assets Under management |  |  | proportionate(1) |  |  | proportionate net of Non-Controlling Interests(2) |      
|--------------------------------- |  | ------------------------ | -- |  | -------- |  | ---- | ----------------------- |  |  | ---------------- |  |  | ------------------------------------------------- | -----
|(square feet in 000’s)            |  | number OF
    PROPERTIES |    |  | leased % |  |      | office                  |  |  | retail           |  |  | leasable                                          |      
|U.S. PROPERTIES CONTINUED         |  |                          |    |  |          |  |      |                         |  |  |                  |  |  |                                                   |      
|HOUSTON                           |  |                          |    |  |          |  |      |                         |  |  |                  |  |  |                                                   |      
|1201 Louisiana Street             |  |                          | 1  |  |          |  | 86.7 |                         |  |  | 836              |  |  |                                                   | 8    
|Heritage Plaza                    |  |                          | 1  |  |          |  | 94.7 |                         |  |  | 1,150            |  |  |                                                   | —    
|One
    Allen Center(4)           |  |                          | 1  |  |          |  | 62.9 |                         |  |  | 914              |  |  |                                                   | 79   
|Two
    Allen Center(4)           |  |                          | 1  |  |          |  | 96.6 |                         |  |  | 987              |  |  |                                                   | 9    
|Three
    Allen Center(4)         |  |                          | 1  |  |          |  | 89.6 |                         |  |  | 1,173            |  |  |                                                   | 22   
|1600
    Smith Street(4)          |  |                          | 1  |  |          |  | 80.4 |                         |  |  | 1,048            |  |  |                                                   | 50   
|Continental
    Center II(4)      |  |                          | 1  |  |          |  | 93.8 |                         |  |  | 428              |  |  |                                                   | 21   
|500
    Jefferson Street(4)       |  |                          | 1  |  |          |  | 97.5 |                         |  |  | 351              |  |  |                                                   | 39   
|                                  |  |                          | 8  |  |          |  | 86.6 |                         |  |  | 6,887            |  |  |                                                   | 228  
|DENVER                            |  |                          |    |  |          |  |      |                         |  |  |                  |  |  |                                                   |      
|Republic Plaza                    |  |                          | 1  |  |          |  | 95.2 |                         |  |  | 1,281            |  |  |                                                   | 48   
|1801 California Street            |  |                          | 1  |  |          |  | 37.8 |                         |  |  | 1,316            |  |  |                                                   | —    
|                                  |  |                          | 2  |  |          |  | 66.6 |                         |  |  | 2,597            |  |  |                                                   | 48   
|SEATTLE                           |  |                          |    |  |          |  |      |                         |  |  |                  |  |  |                                                   |      
|Metropolitan Park East &
    West |  |                          | 2  |  |          |  | 89.7 |                         |  |  | 696              |  |  |                                                   | 3    
|                                  |  |                          | 2  |  |          |  | 89.7 |                         |  |  | 696              |  |  |                                                   | 3    
|MINNEAPOLIS                       |  |                          |    |  |          |  |      |                         |  |  |                  |  |  |                                                   |      
|RBC Plaza                         |  |                          | 2  |  |          |  | 92.2 |                         |  |  | 610              |  |  |                                                   | 442  
|                                  |  |                          | 2  |  |          |  | 92.2 |                         |  |  | 610              |  |  |                                                   | 442  
|Total
    U.S. Properties         |  |                          | 62 |  |          |  | 89.0 |                         |  |  | 40,172           |  |  |                                                   | 2,275



(1)Reflects
Brookfield Office Properties interest before considering non-controlling interest in subsidiaries, including Brookfield Financial
Properties L.P. of 0.6%. U.S. Office Fund assets are presented net of non-controlling interests held by co-investors in the fund.
Brookfield Heritage Partners LLC and 1801 California Street are also presented net of non-controlling interests

| | (2) | Reflects Brookfield Office Properties interest net of non-controlling interests described in note above
| | --- | -------------------------------------------------------------------------------------------------------

| | (3) | Represents jointly controlled interest
| | --- | --------------------------------------

| | (4) | Represents U.S. Office Fund asset
| | --- | ---------------------------------



|                              |  |                          |    |  |          |  |       | Assets under management |  |  | proportionate(1) |  |  | proportionate net of Non-Controlling Interests(2) |      
|----------------------------- |  | ------------------------ | -- |  | -------- |  | ----- | ----------------------- |  |  | ---------------- |  |  | ------------------------------------------------- | -----
|(square feet in 000’s)        |  | number of
    properties |    |  | leased % |  |       | office                  |  |  | retail           |  |  | leasable                                          |      
|CANADIAN PROPERTIES           |  |                          |    |  |          |  |       |                         |  |  |                  |  |  |                                                   |      
|TORONTO                       |  |                          |    |  |          |  |       |                         |  |  |                  |  |  |                                                   |      
|Brookfield Place Toronto      |  |                          |    |  |          |  |       |                         |  |  |                  |  |  |                                                   |      
|Bay Wellington Tower          |  |                          | 1  |  |          |  | 98.1  |                         |  |  | 1,297            |  |  |                                                   | 42   
|Retail and Parking            |  |                          | 1  |  |          |  | 97.6  |                         |  |  | —                |  |  |                                                   | 52   
|22 Front Street               |  |                          | 1  |  |          |  | 100.0 |                         |  |  | 136              |  |  |                                                   | 8    
|Exchange Tower                |  |                          | 1  |  |          |  | 91.1  |                         |  |  | 963              |  |  |                                                   | 66   
|105 Adelaide                  |  |                          | 1  |  |          |  | 100.0 |                         |  |  | 177              |  |  |                                                   | 7    
|Hudson’s Bay Centre           |  |                          | 1  |  |          |  | 99.9  |                         |  |  | 536              |  |  |                                                   | 209  
|Queen’s Quay Terminal         |  |                          | 1  |  |          |  | 98.3  |                         |  |  | 427              |  |  |                                                   | 78   
|HSBC Building                 |  |                          | 1  |  |          |  | 98.9  |                         |  |  | 188              |  |  |                                                   | 6    
|First
    Canadian Place(3)   |  |                          | 1  |  |          |  | 90.3  |                         |  |  | 2,379            |  |  |                                                   | 232  
|Bay Adelaide West             |  |                          | 1  |  |          |  | 95.4  |                         |  |  | 1,155            |  |  |                                                   | 37   
|151
    Yonge Street(3)       |  |                          | 1  |  |          |  | 85.0  |                         |  |  | 289              |  |  |                                                   | 11   
|2
    Queen Street East(3)    |  |                          | 1  |  |          |  | 100.0 |                         |  |  | 448              |  |  |                                                   | 16   
|                              |  |                          | 12 |  |          |  | 94.5  |                         |  |  | 7,995            |  |  |                                                   | 764  
|CALGARY                       |  |                          |    |  |          |  |       |                         |  |  |                  |  |  |                                                   |      
|Bankers Hall                  |  |                          | 3  |  |          |  | 99.7  |                         |  |  | 1,944            |  |  |                                                   | 224  
|Bankers Court                 |  |                          | 1  |  |          |  | 98.8  |                         |  |  | 256              |  |  |                                                   | 7    
|Suncor Energy Centre          |  |                          | 2  |  |          |  | 99.6  |                         |  |  | 1,710            |  |  |                                                   | 22   
|Fifth Avenue Place            |  |                          | 2  |  |          |  | 99.8  |                         |  |  | 1,430            |  |  |                                                   | 46   
|                              |  |                          | 8  |  |          |  | 99.6  |                         |  |  | 5,340            |  |  |                                                   | 299  
|OTTAWA                        |  |                          |    |  |          |  |       |                         |  |  |                  |  |  |                                                   |      
|Place
    de Ville I(3)       |  |                          | 2  |  |          |  | 99.9  |                         |  |  | 570              |  |  |                                                   | 12   
|Place
    de Ville II(3)      |  |                          | 2  |  |          |  | 99.2  |                         |  |  | 597              |  |  |                                                   | 12   
|Jean
    Edmonds Towers(3)    |  |                          | 2  |  |          |  | 100.0 |                         |  |  | 541              |  |  |                                                   | 13   
|                              |  |                          | 6  |  |          |  | 99.7  |                         |  |  | 1,708            |  |  |                                                   | 37   
|VANCOUVER                     |  |                          |    |  |          |  |       |                         |  |  |                  |  |  |                                                   |      
|Royal Centre                  |  |                          | 1  |  |          |  | 97.7  |                         |  |  | 493              |  |  |                                                   | 96   
|                              |  |                          | 1  |  |          |  | 97.7  |                         |  |  | 493              |  |  |                                                   | 96   
|OTHER                         |  |                          |    |  |          |  |       |                         |  |  |                  |  |  |                                                   |      
|Other(3)                      |  |                          | 1  |  |          |  | 100.0 |                         |  |  | —                |  |  |                                                   | 3    
|                              |  |                          | 1  |  |          |  | 100.0 |                         |  |  | —                |  |  |                                                   | 3    
|Total
    Canadian Properties |  |                          | 28 |  |          |  | 96.9  |                         |  |  | 15,536           |  |  |                                                   | 1,199



(1)Reflects
Brookfield Office Properties interest before considering non-controlling interest in subsidiaries, including Brookfield Canada
Office Properties of 16.7%

| | (2) | Reflects Brookfield Office Properties interest net of non-controlling interests described in note above
| | --- | -------------------------------------------------------------------------------------------------------

| | (3) | Represents Canadian Office Fund asset
| | --- | -------------------------------------



| Brookfield Office Properties | 2013 Annual Information Form59







|                                 |  |                          |    |  |          |  |       | assets under management |  |  | proportionate(1) |  |  | proportionate net of Non-Controlling Interests(2) |    
|-------------------------------- |  | ------------------------ | -- |  | -------- |  | ----- | ----------------------- |  |  | ---------------- |  |  | ------------------------------------------------- | ---
|(square feet in 000’s)           |  | number of
    properties |    |  | leased % |  |       | office                  |  |  | retail           |  |  | leasable                                          |    
|Australian
    Properties        |  |                          |    |  |          |  |       |                         |  |  |                  |  |  |                                                   |    
|sydney                           |  |                          |    |  |          |  |       |                         |  |  |                  |  |  |                                                   |    
|One Shelley Street               |  |                          | 1  |  |          |  | 100.0 |                         |  |  | 330              |  |  |                                                   | 25 
|KPMG Tower                       |  |                          | 1  |  |          |  | 100.0 |                         |  |  | 299              |  |  |                                                   | 4  
|NAB
    House(3)                 |  |                          | 1  |  |          |  | 99.1  |                         |  |  | 424              |  |  |                                                   | 6  
|IAG
    House(3)                 |  |                          | 1  |  |          |  | 100.0 |                         |  |  | 382              |  |  |                                                   | 35 
|E&Y
    Centre(3,4)              |  |                          | 1  |  |          |  | 94.7  |                         |  |  | 731              |  |  |                                                   | 1  
|Darling
    Park Complex(3)      |  |                          | 3  |  |          |  | 99.3  |                         |  |  | 1,098            |  |  |                                                   | 105
|American
    Express House(4)    |  |                          | 1  |  |          |  | 100.0 |                         |  |  | 156              |  |  |                                                   | 5  
|World Square Retail              |  |                          | 2  |  |          |  | 96.3  |                         |  |  | —                |  |  |                                                   | 176
|52 Goulburn Street               |  |                          | 1  |  |          |  | 100.0 |                         |  |  | 247              |  |  |                                                   | 1  
|King Street Wharf Retail         |  |                          | 1  |  |          |  | 95.4  |                         |  |  | —                |  |  |                                                   | 61 
|                                 |  |                          | 13 |  |          |  | 98.5  |                         |  |  | 3,667            |  |  |                                                   | 419
|melbourne                        |  |                          |    |  |          |  |       |                         |  |  |                  |  |  |                                                   |    
|Southern
    Cross East Tower(4) |  |                          | 1  |  |          |  | 100.0 |                         |  |  | 839              |  |  |                                                   | 19 
|Southern
    Cross West Tower(4) |  |                          | 1  |  |          |  | 100.0 |                         |  |  | 496              |  |  |                                                   | 14 
|Bourke
    Place Trust(3)        |  |                          | 1  |  |          |  | 95.6  |                         |  |  | 670              |  |  |                                                   | 34 
|                                 |  |                          | 3  |  |          |  | 98.5  |                         |  |  | 2,005            |  |  |                                                   | 67 
|Perth                            |  |                          |    |  |          |  |       |                         |  |  |                  |  |  |                                                   |    
|235 St Georges Terrace           |  |                          | 1  |  |          |  | 100.0 |                         |  |  | 192              |  |  |                                                   | —  
|108
    St Georges Terrace(4)    |  |                          | 1  |  |          |  | 99.6  |                         |  |  | 405              |  |  |                                                   | 15 
|Brookfield Place Perth           |  |                          | 1  |  |          |  | 99.7  |                         |  |  | 842              |  |  |                                                   | 81 
|                                 |  |                          | 3  |  |          |  | 99.7  |                         |  |  | 1,439            |  |  |                                                   | 96 
|Total
    Australian Properties  |  |                          | 19 |  |          |  | 98.8  |                         |  |  | 7,111            |  |  |                                                   | 582

| |     |                                                                                                                                                                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Reflects Brookfield Office Properties interest before considering non-controlling interest in subsidiaries, including Brookfield
Prime Property Fund (“Prime”) of 19.5%

| | (2) | Reflects Brookfield Office Properties interest net of non-controlling interests described in note above
| | --- | -------------------------------------------------------------------------------------------------------

| | (3) | Represents jointly controlled interest
| | --- | --------------------------------------

| | (4) | Represents Prime asset
| | --- | ----------------------





|                          |  |                          |     |  |          |  |      | Assets Under management |  |  | proportionate(1) |  |  | proportionate net of Non-Controlling Interests(2) |      
|------------------------- |  | ------------------------ | --- |  | -------- |  | ---- | ----------------------- |  |  | ---------------- |  |  | ------------------------------------------------- | -----
|(square feet in 000’s)    |  | number OF
    PROPERTIES |     |  | leased % |  |      | office                  |  |  | retail           |  |  | leasable                                          |      
|U.K. PROPERTIES           |  |                          |     |  |          |  |      |                         |  |  |                  |  |  |                                                   |      
|LONDON                    |  |                          |     |  |          |  |      |                         |  |  |                  |  |  |                                                   |      
|99 Bishopsgate            |  |                          | 1   |  |          |  | 61.3 |                         |  |  | 328              |  |  |                                                   | 6    
|Shoreditch                |  |                          | 1   |  |          |  | 71.9 |                         |  |  | 14               |  |  |                                                   | 1    
|                          |  |                          | 2   |  |          |  | 61.8 |                         |  |  | 342              |  |  |                                                   | 7    
|Total
    U.K. Properties |  |                          | 2   |  |          |  | 61.8 |                         |  |  | 342              |  |  |                                                   | 7    
|                          |  |                          |     |  |          |  |      |                         |  |  |                  |  |  |                                                   |      
|TOTAL
    PROPERTIES      |  |                          | 111 |  |          |  | 92.0 |                         |  |  | 63,161           |  |  |                                                   | 4,063





| | (1) | Reflects Brookfield Office Properties interest before considering non-controlling interest in subsidiaries
| | --- | ----------------------------------------------------------------------------------------------------------

| | (2) | Reflects Brookfield Office Properties interest net of non-controlling interests described in note above
| | --- | -------------------------------------------------------------------------------------------------------



| Brookfield Office Properties | 2013 Annual Information Form60







APPENDIX
C - Summary of Terms and Conditions of Authorized Securities



Class A Preference Shares



Provisions
of Class A Preference Shares



Issuance
in Series



The Class A preference shares consist
of two series only, Series A and Series B, and no other series may be designated. Each of the series of the Class A
preference shares are subject to the Class provisions of the Class A preference shares. Pursuant to the Canada Business
Corporations Act, each series of Class A preference shares participates rateably with every other series of Class A
preference shares in respect of accumulated dividends and return of capital.



Dividends



The holders of Class A preference
shares are entitled to receive, as and when declared by the directors of BPO, cumulative preferential dividends payable in half-yearly
installments on March 15 and September 15 in each year to shareholders of record on March 1 and September 1,
respectively. Accrued and unpaid dividends are paid in priority to dividends on any other shares of BPO, and no dividends are declared
or paid or set apart for any such other shares unless all accrued cumulative dividends on all Class A preference shares then
issued and outstanding have been declared and paid or provided for at the date of such declaration or payment or setting apart.



Redemption



The Corporation may redeem all, or from
time to time any part, of the outstanding Class A preference shares on payment to the holders thereof, for each share to be
redeemed of an amount equal to C$1.11111 per share together with all accrued and unpaid cumulative dividends thereon. Notice of
redemption must be given by BPO at least 30 days before the date specified for redemption.



Repurchase



The Corporation may at any time, and from
time to time, purchase the whole or any part of the Class A preference shares outstanding in the open market or by invitation
for tenders to all holders of record of the Class A preference shares outstanding, in accordance with the procedures set out
in the share conditions for the Class A preference shares as a class. The Corporation has undertaken to purchase or cause
to be purchased (if obtainable) in the open market 40,000 Class A preference shares in each fiscal year at a price of C$1.11111
per share, together with costs of purchase and all accrued and unpaid cumulative dividends.



Liquidation,
Dissolution and Winding Up



In the event of the liquidation, dissolution
or winding up of BPO or other distribution of its assets among shareholders by way of return of capital, the holders of the Class A
preference shares are entitled to receive an amount equal to C$1.11111 per share, together with all accrued and unpaid cumulative
dividends in priority to any distribution to the holders of Common Shares or any shares of any other class ranking junior to the
Class A preference shares, including the Class AA and Class AAA preference shares and such holders are not entitled
to share any further in the distribution of the property or assets of BPO.



Voting



The holders of Class A preference
shares are entitled to receive notice of and to attend all shareholders’ meetings and for all purposes shall be entitled
to one vote for each Class A preference share held, except in respect of the election of directors, where cumulative voting
will apply in the same manner as for the Common Shares.



Specific
Provisions of Class A Preference Shares, Series A



Dividends



The holders of Class A preference
shares, Series A, are each entitled to receive fixed preferential cumulative cash dividends at the rate of 71⁄2% per
annum on the amount paid thereon.



| Brookfield Office Properties | 2013 Annual Information Form61







Specific
Provisions of Class A Preference Shares, Series B



Dividends



The holders of Class A preference
shares, Series B, are each entitled to receive fixed preferential cumulative cash dividends at the rate of 71⁄2% per
annum on the amount paid thereon.



Class AA Preference Shares



Provisions
of Class AA Preference Shares



Issuance
in Series



The Class AA preference shares may
be issued at any time, or from time to time, in one or more series. The board of directors of BPO will fix the provisions attached
to each series from time to time before issuance. Each of the series of the Class AA preference shares are subject to the
provisions of the Class AA preference shares.



Priority



The preferences, priorities and rights
attaching to the Class AA preference shares are subject and subordinate to those attaching to the Class A preference
shares. The Class AA preference shares of each series rank on a parity with the Class AA preference shares of every other
series with respect to priority in payment of dividends and in the distribution of assets in the event of liquidation, dissolution
or winding up of BPO or any other distribution of the assets of BPO among its shareholders for the purpose of winding up its affairs.
Furthermore, pursuant to the Canada Business Corporations Act, each series of Class AA preference shares participates
ratably with every other series of Class AA preference shares in respect of accumulated dividends and return of capital.



Redemption



Subject to the terms of the Class A
preference shares and to the provisions relating to any particular series of Class AA preference shares, BPO may redeem outstanding
Class AA preference shares, at a redemption price for each of the Class AA preference shares so redeemed as may have
been fixed for that purpose in respect of each series prior to the sale and allotment of any Class AA preference shares of
that series, plus an amount equal to all accrued but unpaid preferential dividends. Notice of redemption must be given by BPO at
least 30 days before the date specified for redemption.



Repurchase



Subject to the terms of the Class A
preference shares and to the provisions relating to any particular series of Class AA preference shares, BPO may at any time
and from time to time purchase the whole or any part of the Class AA preference shares outstanding in the open market or by
invitation for tenders to all holders of record of the Class AA preference shares outstanding, in accordance with the procedures
set out in the share conditions for the Class AA preference shares as a class.



Liquidation,
Dissolution and Winding Up



In the event of the liquidation, dissolution
or winding up of BPO or any other distribution of assets of BPO among shareholders for the purpose of winding up its affairs, the
holders of the Class AA preference shares are, subject to the terms of the Class A preference shares, entitled to receive
the amount paid on such shares, together with all accrued and unpaid dividends in priority to any distribution to the holders of
Common Shares or any shares of any other Class ranking junior to the Class AA preference shares, including the Class AAA
preference shares, and such holder is not entitled to share any further in the distribution of the property and assets of BPO.



Dividends



The holders of Class AA preference
shares are each entitled to receive, as and when declared by the directors of BPO, fixed cumulative preferential cash dividends.



| Brookfield Office Properties | 2013 Annual Information Form62







Voting



Subject to applicable corporate law, the
holders of the Class AA preference shares are not entitled to receive notice of, to attend or to vote at any meeting of shareholders
of BPO, unless and until BPO from time to time has failed to pay in the aggregate, eight quarterly dividends on any one series
of Class AA preference shares and then only as long as such dividends remain in arrears, in which case the holders of Class AA
preference shares will be entitled to receive notice of and to attend all meetings of shareholders of BPO and are entitled to one
vote for every Class AA preference share held.



Specific
Provisions of the Class AA Preference Shares, Series E



Dividends



Subject to the prior rights of holders
of the Class A preference shares and any other shares ranking senior to the Class AA preference shares, the holders of
the Class AA preference shares, Series E (the “Class AA, Series E Shares”) are each entitled to
receive, as and when declared by the directors of BPO, cumulative preferential cash dividends in an amount per share per annum
equal to 70% of the “Average Prime Rate” (as defined in the share conditions for the Class AA, Series E Shares),
payable quarterly on the last day of each of the months of March, June, September and December, as and when declared by the board
of directors of BPO.



Redemption



The Corporation may redeem at any time
all, or from time to time any part, of the then outstanding Class AA, Series E Shares, on payment for each share to be
redeemed of an amount equal to C$25.00 per share, together with all accrued and unpaid dividends thereon up to the date fixed for
redemption. Notice of redemption must be given by BPO not less than 30 days and not more than 60 days before the date
specified for redemption.



Purchase
for Cancellation



The Corporation may at any time, or from
time to time, purchase for cancellation all or any part of the outstanding Class AA, Series E Shares in the open market
or by invitation for tenders to all holders of record of the Class AA, Series E Shares in accordance with the procedures
set out in the share conditions for the Class AA, Series E Shares.



Liquidation,
Dissolution and Winding Up



In the event of the liquidation, dissolution
or winding up of BPO or in the event of any other distribution of assets of BPO among its shareholders for the purpose of winding
up its affairs, the holders of Class AA, Series E Shares are entitled to receive an amount equal to C$25.00 per share,
plus an amount equal to all accrued and unpaid dividends thereon up to the date of payment, before any amount can be paid or assets
of BPO distributed to the holders of any other shares of BPO ranking as to capital junior to the Class AA, Series E Shares.
After such payment, the holders of the Class AA, Series E Shares are not entitled to share in any further distribution
of the assets of BPO.



Voting



Subject to applicable corporate law and
the provisions attaching to the Class AA preference shares as a class, the holders of Class AA, Series E Shares
are not entitled to receive notice of, to attend or to vote at, any meetings of shareholders of BPO.



Class AAA Preference Shares



Provisions
of Class AAA Preference Shares



Issuance
in Series



The directors may from time to time issue
Class AAA preference shares in one or more series, each series to consist of such number of shares as will before issuance
thereof be fixed by the directors who will at the same time determine the designation, rights, privileges, restrictions and conditions
attaching to that series of Class AAA preference shares. Each of the series of the Class AAA preference shares are subject
to the provisions of the Class AAA preference shares.



Priority



The Class AAA preference shares rank
junior to the Class A preference shares and the Class AA preference shares as to the payment of dividends and return
of capital in the event of liquidation, dissolution or winding up of BPO. The Class AAA preference shares rank senior to the
Common Shares and all other shares ranking junior to the Class AAA preference shares. The Class AAA preference shares
are subject to the provisions of the Class A preference shares and to the Class AA preference shares. Pursuant to the
Canada Business Corporations Act, each series of Class AAA preference shares participates rateably with every other
series of Class AAA preference shares in respect of accumulated dividends and return of capital.



| Brookfield Office Properties | 2013 Annual Information Form63







Voting



Subject to applicable corporate law, the
holders of the Class AAA preference shares or of a series thereof are not entitled as holders of that Class or series to receive
notice of, to attend or to vote at any meeting of the shareholders of BPO. Notwithstanding the foregoing, votes may be granted
to a series of Class AAA preference shares when dividends are in arrears on any one or more series, in accordance with the
applicable series provisions.



Approval



The approval of the holders of the Class AAA
preference shares of any matters to be approved by a separate vote of the holders of the Class AAA preference shares may be
given by special resolution in accordance with the share conditions for the Class AAA preference shares.



Specific
Provisions of Class AAA Preference Shares, Series E



The Class AAA Preference Shares, Series E
(the “Class AAA, Series E Shares”) are accounted for by BPO as debt, in accordance with IFRS.



Dividends



The holders of the Class AAA, Series E
Shares are entitled to receive, as and when declared by the directors of BPO, cumulative preferential cash dividends in an amount
per share per annum equal to the product of C$25.00 and 70% of the “Average Prime Rate” (as defined in the share conditions
for the Class AAA, Series E Shares), payable quarterly on the last day of March, June, September and December in each
year.



Redemption



Subject to the terms of any shares of BPO
ranking prior to the Class AAA, Series E Shares, BPO may redeem at any time all, or from time to time any part, of the then
outstanding Class AAA, Series E Shares on payment for each share to be redeemed of an amount equal to C$25.00, together with
an amount equal to all dividends accrued and unpaid thereon up to the redemption date. Notice of redemption must be given by BPO
at least 30 days before the date specified for redemption.



Retraction



Subject to the restrictions imposed by
applicable law, the Class AAA, Series E Shares may be tendered at any time for retraction at a price equal to C$25.00 per
share, together with an amount equal to all dividends accrued and unpaid thereon up to the date of retraction. Written notice of
retraction must be given by the holder to BPO at least 10 days prior to the date specified for retraction.



Liquidation,
Dissolution and Winding Up



In the event of the liquidation, dissolution
or winding up of BPO or any other distribution of assets of BPO among its shareholders for the purpose of winding up its affairs,
the holders of the Class AAA, Series E Shares will be entitled to payment of an amount equal to C$25.00 per share, plus an
amount equal to all dividends accrued and unpaid thereon up to the date of payment. After such payment, the holders of Class AAA,
Series E Shares will not be entitled to share in any further distribution of the assets of BPO.



Amendment



The provisions of the Class AAA, Series E
Shares may be amended, but only with the prior approval of the holders of the Class AAA, Series E Shares by special resolution,
given in accordance with the share provisions for the Class AAA, Series E Shares, in addition to any vote or authorization
required by law.



| Brookfield Office Properties | 2013 Annual Information Form64







Specific Provisions of the Class
AAA Preference Shares, Series G



Dividends



The holders of the Class AAA Preference
Shares, Series G (the “Class AAA, Series G Shares”) are each entitled to receive fixed cumulative preferential
cash dividends, if, as and when declared by the board of directors of BPO, in an amount equal to $1.3125 per share per annum, accruing
daily from the date of issue (less any tax required to be deducted and withheld by BPO), payable quarterly on the last day of March,
June, September and December in each year.



Redemption



The Class AAA, Series G Shares are
not redeemable before June 30, 2011. On or after that date, subject to the terms of any shares of BPO ranking prior to the
Class AAA, Series G Shares, to applicable law and to the provisions described under “Specific Provisions of the
Class AAA Preference Shares, Series G — Restrictions on Dividends and Retirement and Issue of Shares”, BPO
may, at its option, at any time redeem all, or from time to time any part, of the outstanding Class AAA, Series G Shares,
by the payment of an amount in cash for each such share so redeemed of $26.00 if redeemed before June 30, 2012, of $25.67
if redeemed on or after June 30, 2012 but before June 30, 2013, of $25.33 if redeemed on or after June 30, 2013
but before June 30, 2014, and of $25.00 thereafter, plus, in each case, all accrued and unpaid dividends (for greater certainty
excluding declared dividends with a record date prior to the date fixed for redemption) up to but excluding the date fixed for
redemption (less any tax required to be deducted and withheld by BPO).



Conversion
at the Option of BPO



The Class AAA, Series G Shares are
not convertible at the option of BPO prior to June 30, 2011. On or after this date, BPO may at its option, subject to applicable
law and, if required, to stock exchange approval, convert all, or from time to time any part, of the outstanding Class AAA, Series G
Shares into that number of freely tradeable Common Shares determined (per Class AAA, Series G Share) by dividing the then
applicable redemption price, together with all accrued and unpaid dividends (for greater certainty excluding declared dividends
with a record date prior to the date fixed for conversion) up to but excluding the date fixed for conversion, by the greater of
$2.00 or 95% of the weighted average trading price of the Common Shares on the New York Stock Exchange (“the “NYSE”)
(or, if the Common Shares do not trade on the NYSE on the date specified for conversion, on the exchange or trading system with
the highest volume of Common Shares traded during the 20 trading day period referred to below) for the 20 consecutive trading days
ending on: (i) the fourth day prior to the date specified for conversion, or (ii) if such fourth day is not a trading
day, the immediately preceding trading day (for the purpose of the description of the Class AAA, Series G Shares, the “Current
Market Price”). Fractional Common Shares will not be issued on any conversion of Class AAA, Series G Shares, but in
lieu thereof BPO will make cash payments.



Conversion
at the Option of the Holder



Subject to applicable law and the rights
of BPO described below, on and after September 30, 2015, each Class AAA, Series G Share will be convertible at the option
of the holder on the last day of each of March, June, September and December in each year on at least 30 days notice (which
notice shall be irrevocable) into that number of freely tradeable Common Shares determined by dividing $25.00, together with all
accrued and unpaid dividends (for greater certainty excluding declared dividends with a record date prior to the date fixed for
conversion) up to but excluding the date fixed for conversion, by the greater of $2.00 or 95% of the then Current Market Price.
Fractional Common Shares will not be issued on any conversion of Class AAA, Series G Shares, but in lieu thereof BPO will
make cash payments.



Subject to the provisions described under
“Specific Provisions of the Class AAA Preference Shares, Series G — Restrictions on Dividends and Retirement
and Issue of Shares” as applicable, BPO may, by notice given not later than 20 days before the date fixed for conversion
to all holders who have given a conversion notice, either (i) redeem on the date fixed for conversion all or any part of the
Class AAA, Series G Shares forming the subject matter of the applicable conversion notice, or (ii) cause the holder of
such Class AAA, Series G Shares to sell on the date fixed for conversion all or any part of such Class AAA, Series G
Shares to another purchaser or purchasers in the event that a purchaser or purchasers willing to purchase all or any part of such
Class AAA, Series G Shares is or are found. Any such redemption or purchase shall be made by the payment of an amount in cash
of $25.00 per share, together with all accrued and unpaid dividends (for greater certainty excluding declared dividends with a
record date prior to the date fixed for conversion) up to but excluding the date fixed for conversion. The Class AAA, Series G
Shares to be so redeemed or purchased shall not be converted on the date set forth in the conversion notice.



| Brookfield Office Properties | 2013 Annual Information Form65







Purchase for Cancellation



Subject to applicable law and the provisions
described under “Specific Provisions of the Class AAA Preference Shares, Series G — Restrictions on Dividends
and Retirement and Issue of Shares”, BPO may at any time purchase for cancellation the whole or any part of the Class AAA,
Series G Shares at the lowest price or prices at which in the opinion of the board of directors of BPO such shares are obtainable.



Liquidation,
Dissolution and Winding Up



In the event of the liquidation, dissolution
or winding up of BPO or any other distribution of assets of BPO among its shareholders for the purpose of winding up its affairs,
the holders of the Class AAA, Series G Shares will be entitled to payment of an amount equal to $25.00 per share, plus an
amount equal to all accrued and unpaid dividends up to but excluding the date fixed for payment or distribution (less any tax required
to be deducted and withheld by BPO), before any amount is paid or any assets of BPO are distributed to the holders of any shares
ranking junior as to capital to the Class AAA, Series G Shares. The holders of the Class AAA, Series G Shares will not
be entitled to share in any further distribution of the assets of BPO.



Restriction
on Dividends and Retirement and Issue of Shares



So long as any of the Class AAA, Series G
Shares are outstanding, BPO will not, without the approval of the holders of the Class AAA, Series G Shares:



| | (i) | declare, pay or set apart for payment any dividends (other than stock dividends payable in shares
of BPO ranking as to capital and dividends junior to the Class AAA, Series G Shares) on shares of BPO 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 BPO 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 BPO 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,
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



unless, in each such case, all accrued
and unpaid dividends up to and including the dividend payable for the last completed period for which dividends were payable on
the Class AAA, Series G Shares and on all other shares of BPO ranking prior to or on a parity with the Class AAA, Series G
Shares with respect to the payment of dividends have been declared, paid or set apart for payment.



Amendment



The provisions of the Class AAA, Series G
Shares may be amended, but only with the prior approval of the holders of the Class AAA, Series G Shares by special resolution,
given in accordance with the share provisions of the Class AAA, Series G Shares, in addition to any vote or authorization
required by law.



Voting



The holders of the Class AAA, Series G
Shares will not be entitled (except as otherwise provided by law and except for meetings of the holders of Class AAA preference
shares as a class and meetings of the holders of Class AAA, Series G Shares as a series) to receive notice of, attend, or
vote at, any meeting of shareholders of BPO unless and until BPO shall have failed to pay eight quarterly dividends on the Class AAA,
Series G Shares, whether or not consecutive and whether or not such dividends have been declared and whether or not there
are any moneys of BPO properly applicable to the payment of dividends on Class AAA, Series G Shares. In that event, and for
only so long as any such dividends remain in arrears, the holders of the Class AAA, Series G Shares will be entitled to receive
notice of and to attend each meeting of shareholders of BPO other than any meetings at which only holders of another specified
class or series are entitled to vote, and to one vote for each Class AAA, Series G Share held.



| Brookfield Office Properties | 2013 Annual Information Form66







Specific
Provisions of the Class AAA Preference Shares, Series H



Dividends



The holders of the Class AAA Preference
Shares, Series H (the “Class AAA, Series H Shares”) are each entitled to receive fixed cumulative preferential
cash dividends, if, as and when declared by the board of directors of BPO, in an amount equal to C$1.4375 per share per annum,
accruing daily from the date of issue (less any tax required to be deducted and withheld by BPO), payable quarterly on the last
day of March, June, September and December in each year.



Redemption



The Class AAA, Series H Shares are
not redeemable before December 31, 2011. On or after that date, subject to the terms of any shares of BPO ranking prior to
the Class AAA, Series H Shares, to applicable law and to the provisions described under “Specific Provisions of
the Class AAA Preference Shares, Series H — Restrictions on Dividends and Retirement and Issue of Shares”,
BPO may, at its option, at any time redeem all, or from time to time any part, of the outstanding Class AAA, Series H Shares,
by the payment of an amount in cash for each such share so redeemed of C$26.00 if redeemed before December 31, 2012, of C$25.67
if redeemed on or after December 31, 2012 but before December 31, 2013, of C$25.33 if redeemed on or after December 31,
2013 but before December 31, 2014, and of C$25.00 thereafter, plus, in each case, all accrued and unpaid dividends (for greater
certainty excluding declared dividends with a record date prior to the date fixed for redemption) up to but excluding the date
fixed for redemption (less any tax required to be deducted and withheld by BPO).



Conversion
at the Option of BPO



The Class AAA, Series H Shares are
not convertible at the option of BPO prior to December 31, 2011. On or after this date, BPO may at its option, subject to
applicable law and, if required, to stock exchange approval, convert all, or from time to time any part, of the outstanding Class
AAA, Series H Shares into that number of freely tradeable Common Shares determined (per Class AAA, Series H Share) by
dividing the then applicable redemption price, together with all accrued and unpaid dividends (for greater certainty excluding
declared dividends with a record date prior to the date fixed for conversion) up to but excluding the date fixed for conversion,
by the greater of C$2.00 or 95% of the weighted average trading price of the Common Shares on the TSX (or, if the Common Shares
do not trade on the TSX on the date specified for conversion, on the exchange or trading system with the highest volume of Common
Shares traded during the 20 trading day period referred to below) for the 20 consecutive trading days ending on: (i) the fourth
day prior to the date specified for conversion, or (ii) if such fourth day is not a trading day, the immediately preceding
trading day (for the purpose of the description of the Class AAA, Series H Shares, the “Current Market Price”).
Fractional Common Shares will not be issued on any conversion of Class AAA, Series H Shares, but in lieu thereof BPO will
make cash payments.



Conversion
at the Option of the Holder



Subject to applicable law and the rights
of BPO described below, on and after December 31, 2015, each Class AAA, Series H Share will be convertible at the option
of the holder on the last day of each of March, June, September and December in each year on at least 30 days notice (which
notice shall be irrevocable) into that number of freely tradeable Common Shares determined by dividing C$25.00, together with all
accrued and unpaid dividends (for greater certainty excluding declared dividends with a record date prior to the date fixed for
conversion) up to but excluding the date fixed for conversion, by the greater of C$2.00 or 95% of the then Current Market Price.
Fractional Common Shares will not be issued on any conversion of Class AAA, Series H Shares, but in lieu thereof BPO will
make cash payments.



Subject to the provisions described under
“Specific Provisions of the Class AAA Preference Shares, Series H — Restrictions on Dividends and Retirement
and Issue of Shares” as applicable, BPO may, by notice given not later than 20 days before the date fixed for conversion
to all holders who have given a conversion notice, either (i) redeem on the date fixed for conversion all or any part of the
Class AAA, Series H Shares forming the subject matter of the applicable conversion notice, or (ii) cause the holder of
such Class AAA, Series H Shares to sell on the date fixed for conversion all or any part of such Class AAA, Series H
Shares to another purchaser or purchasers in the event that a purchaser or purchasers willing to purchase all or any part of such
Class AAA, Series H Shares is or are found. Any such redemption or purchase shall be made by the payment of an amount
in cash of C$25.00 per share, together with all accrued and unpaid dividends (for greater certainty excluding declared dividends
with a record date prior to the date fixed for conversion) up to but excluding the date fixed for conversion. The Class AAA, Series H
Shares to be so redeemed or purchased shall not be converted on the date set forth in the conversion notice.



| Brookfield Office Properties | 2013 Annual Information Form67







Purchase
for Cancellation



Subject to applicable law and the provisions
described under “Specific Provisions of the Class AAA Preference Shares, Series H — Restrictions on Dividends
and Retirement and Issue of Shares”, BPO may at any time purchase for cancellation the whole or any part of the Class AAA,
Series H Shares at the lowest price or prices at which in the opinion of the board of directors of BPO such shares are obtainable.



Liquidation,
Dissolution and Winding Up



In the event of the liquidation, dissolution
or winding up of BPO or any other distribution of assets of BPO among its shareholders for the purpose of winding up its affairs,
the holders of the Class AAA, Series H Shares will be entitled to payment of an amount equal to C$25.00 per share, plus an
amount equal to all accrued and unpaid dividends up to but excluding the date fixed for payment or distribution (less any tax required
to be deducted and withheld by BPO), before any amount is paid or any assets of BPO are distributed to the holders of any shares
ranking junior as to capital to the Class AAA, Series H Shares. The holders of the Class AAA, Series H Shares will not
be entitled to share in any further distribution of the assets of BPO.



Restriction
on Dividends and Retirement and Issue of Shares



So long as any of the Class AAA, Series H
Shares are outstanding, BPO will not, without the approval of the holders of the Class AAA, Series H Shares:



| | (i) | declare, pay or set apart for payment any dividends (other than stock dividends payable in shares
of BPO ranking as to capital and dividends junior to the Class AAA, Series H Shares) on shares of BPO 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 BPO 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 BPO 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,
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



unless, in each such case, all accrued
and unpaid dividends up to and including the dividend payable for the last completed period for which dividends were payable on
the Class AAA, Series H Shares and on all other shares of BPO ranking prior to or on a parity with the Class AAA, Series H
Shares with respect to the payment of dividends have been declared, paid or set apart for payment.



Amendment



The provisions of the Class AAA, Series H
Shares may be amended, but only with the prior approval of the holders of the Class AAA, Series H Shares by special resolution,
given in accordance with the share provisions of the Class AAA, Series H Shares, in addition to any vote or authorization
required by law.



| Brookfield Office Properties | 2013 Annual Information Form68







Voting



The holders of the Class AAA, Series H
Shares will not be entitled (except as otherwise provided by law and except for meetings of the holders of Class AAA preference
shares as a class and meetings of the holders of Class AAA, Series H Shares as a series) to receive notice of, attend, or
vote at, any meeting of shareholders of BPO unless and until BPO shall have failed to pay eight quarterly dividends on the Class AAA,
Series H Shares, whether or not consecutive and whether or not such dividends have been declared and whether or not there
are any moneys of BPO properly applicable to the payment of dividends on Class AAA, Series H Shares. In that event, and for
only so long as any such dividends remain in arrears, the holders of the Class AAA, Series H Shares will be entitled to receive
notice of and to attend each meeting of shareholders of BPO other than any meetings at which only holders of another specified
class or series are entitled to vote, and to one vote for each Class AAA, Series H Share held.



Specific
Provisions of the Class AAA Preference Shares, Series J



Dividends



The holders of the Class AAA
Preference Shares, Series J (the “Class AAA, Series J Shares”) are each entitled to receive fixed cumulative preferential
cash dividends, if, as and when declared by the board of directors of BPO, in an amount equal to C$1.25 per share per annum, accruing
daily from the date of issue (less any tax required to be deducted and withheld by BPO), payable quarterly on the last day of March,
June, September and December in each year.



Redemption



The Class AAA, Series
J Shares are not redeemable before June 30, 2010. On or after that date, subject to the terms of any shares of BPO ranking prior
to the Class AAA, Series J Shares, to applicable law and to the provisions described under “Specific Provisions
of the Class AAA Preference Shares, Series J — Restrictions on Dividends and Retirement and Issue of Shares”,
BPO may, at its option, at any time redeem all, or from time to time any part, of the outstanding Class AAA, Series J Shares,
by the payment of an amount in cash for each such share so redeemed of C$26.00 if redeemed before June 30, 2011, of C$25.75 if
redeemed on or after June 30, 2011 but before June 30, 2012, at C$25.50 if redeemed on or after June 30, 2012, but before June
30, 2013, C$25.25 if redeemed on or after June 30, 2013, but before June 30, 2014, and of C$25.00 thereafter, plus, in each case,
all accrued and unpaid dividends (for greater certainty excluding declared dividends with a record date prior to the date fixed
for redemption) up to but excluding the date fixed for redemption (less any tax required to be deducted and withheld by BPO).



Conversion at the Option of BPO



The Class AAA, Series
J Shares are not convertible at the option of BPO prior to June 30, 2010. On or after this date, BPO may at its option, subject
to applicable law and, if required, to stock exchange approval, convert all, or from time to time any part, of the outstanding
Class AAA, Series J Shares into that number of freely tradeable Common Shares determined (per Class AAA, Series J Share)
by dividing the then applicable redemption price, together with all accrued and unpaid dividends (for greater certainty excluding
declared dividends with a record date prior to the date fixed for conversion) up to but excluding the date fixed for conversion,
by the greater of C$2.00 or 95% of the weighted average trading price of the Common Shares on the TSX (or, if the Common Shares
do not trade on the TSX on the date specified for conversion, on the exchange or trading system with the highest volume of Common
Shares traded during the 20 trading day period referred to below) for the 20 consecutive trading days ending on: (i) the
fourth day prior to the date specified for conversion, or (ii) if such fourth day is not a trading day, the immediately preceding
trading day (for the purpose of the description of the Class AAA, Series J Shares, the “Current Market Price”).
Fractional Common Shares will not be issued on any conversion of Class AAA, Series J Shares, but in lieu thereof BPO will
make cash payments.



Conversion at the Option of the Holder



Subject to applicable
law and the rights of BPO described below, on and after December 31, 2014, each Class AAA, Series J Share will be convertible
at the option of the holder on the last day of each of March, June, September and December in each year on at least 30 days
notice (which notice shall be irrevocable) into that number of freely tradeable Common Shares determined by dividing C$25.00, together
with all accrued and unpaid dividends (for greater certainty excluding declared dividends with a record date prior to the date
fixed for conversion) up to but excluding the date fixed for conversion, by the greater of C$2.00 or 95% of the then Current Market
Price. Fractional Common Shares will not be issued on any conversion of Class AAA, Series J Shares, but in lieu thereof BPO
will make cash payments.



| Brookfield Office Properties | 2013 Annual Information Form69







Subject to the provisions
described under “Specific Provisions of the Class AAA Preference Shares, Series J — Restrictions on Dividends
and Retirement and Issue of Shares” as applicable, BPO may, by notice given not later than 20 days before the date fixed
for conversion to all holders who have given a conversion notice, either (i) redeem on the date fixed for conversion all or
any part of the Class AAA, Series J Shares forming the subject matter of the applicable conversion notice, or (ii) cause
the holder of such Class AAA, Series J Shares to sell on the date fixed for conversion all or any part of such Class AAA,
Series J Shares to another purchaser or purchasers in the event that a purchaser or purchasers willing to purchase all or any part
of such Class AAA, Series J Shares is or are found. Any such redemption or purchase shall be made by the payment of an amount
in cash of C$25.00 per share, together with all accrued and unpaid dividends (for greater certainty excluding declared dividends
with a record date prior to the date fixed for conversion) up to but excluding the date fixed for conversion. The Class AAA,
Series J Shares to be so redeemed or purchased shall not be converted on the date set forth in the conversion notice.



Purchase for Cancellation



Subject to applicable
law and the provisions described under “Specific Provisions of the Class AAA Preference Shares, Series J —
Restrictions on Dividends and Retirement and Issue of Shares”, BPO may at any time purchase for cancellation the whole or
any part of the Class AAA, Series J Shares at the lowest price or prices at which in the opinion of the board of directors
of BPO such shares are obtainable.



Liquidation, Dissolution and Winding
Up



In the event of the liquidation,
dissolution or winding up of BPO or any other distribution of assets of BPO among its shareholders for the purpose of winding up
its affairs, the holders of the Class AAA, Series J Shares will be entitled to payment of an amount equal to C$25.00 per share,
plus an amount equal to all accrued and unpaid dividends up to but excluding the date fixed for payment or distribution (less any
tax required to be deducted and withheld by BPO), before any amount is paid or any assets of BPO are distributed to the holders
of any shares ranking junior as to capital to the Class AAA, Series J Shares. The holders of the Class AAA, Series J
Shares will not be entitled to share in any further distribution of the assets of BPO.



Restriction on Dividends and Retirement
and Issue of Shares



So long as any of the
Class AAA, Series J Shares are outstanding, BPO will not, without the approval of the holders of the Class AAA, Series
J Shares:



| | (i) | declare, pay or set apart for payment any dividends (other than stock dividends payable in shares
of BPO ranking as to capital and dividends junior to the Class AAA, Series J Shares) on shares of BPO 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 BPO 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 BPO 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,
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



unless, in each such case, all accrued
and unpaid dividends up to and including the dividend payable for the last completed period for which dividends were payable on
the Class AAA, Series J Shares and on all other shares of BPO ranking prior to or on a parity with the Class AAA, Series
J Shares with respect to the payment of dividends have been declared, paid or set apart for payment.



| Brookfield Office Properties | 2013 Annual Information Form70







Amendment



The provisions of the
Class AAA, Series J Shares may be amended, but only with the prior approval of the holders of the Class AAA, Series J
Shares by special resolution, given in accordance with the share provisions of the Class AAA, Series J Shares, in addition to any
vote or authorization required by law.



Voting



The holders of the Class AAA,
Series J Shares will not be entitled (except as otherwise provided by law and except for meetings of the holders of Class AAA
preference shares as a class and meetings of the holders of Class AAA, Series J Shares as a series) to receive notice of,
attend, or vote at, any meeting of shareholders of BPO unless and until BPO shall have failed to pay eight quarterly dividends
on the Class AAA, Series J Shares, whether or not consecutive and whether or not such dividends have been declared and whether
or not there are any moneys of BPO properly applicable to the payment of dividends on Class AAA, Series J Shares. In that
event, and for only so long as any such dividends remain in arrears, the holders of the Class AAA, Series J Shares will be
entitled to receive notice of and to attend each meeting of shareholders of BPO other than any meetings at which only holders of
another specified class or series are entitled to vote, and to one vote for each Class AAA, Series J Share held.



Specific
Provisions of the Class AAA Preference Shares, Series K



Dividends



The holders of the Class
AAA Preference Shares, Series K (the “Class AAA, Series K Shares) are entitled to receive fixed cumulative preferential cash
dividends, if, as and when declared by the board of directors of BPO, in an amount equal to C$1.30 per share per annum, accruing
daily from the date of issue (less any tax required to be deducted and withheld by BPO), payable quarterly on the last day of March,
June, September and December in each year.



Redemption



The Class AAA, Series
K Shares are not redeemable before December 31, 2012. On or after that date, subject to the terms of any shares of BPO ranking
prior to the Class AAA, Series K Shares, to applicable law and to the provisions described under ‘‘Specific Provisions
of the Class AAA Preference Shares, Series K — Restrictions on Dividends and Retirement and Issue of Shares’’,
BPO may, at its option, at any time redeem all, or from time to time any part, of the outstanding Class AAA, Series K Shares, by
the payment of an amount in cash for each such share so redeemed of C$26.00 if redeemed before December 31, 2013, of C$25.67 if
redeemed on or after December 31, 2013 but before December 31, 2014, at C$25.33 if redeemed on or after December 31, 2014, but
before December 31, 2015, and of C$25.00 thereafter plus, in each case, all accrued and unpaid dividends (for greater certainty
excluding declared dividends with a record date prior to the date fixed for redemption) up to but excluding the date fixed for
redemption (less any tax required to be deducted and withheld by BPO).



Conversion at the
Option of BPO



The Class AAA, Series
K Shares are not convertible at the option of BPO prior to December 31, 2012. On or after this date, BPO may, subject to applicable
law and, if required, to stock exchange approval, convert all, or from time to time any part, of the outstanding Class AAA, Series
K Shares into that number of freely tradeable Common Shares determined (per Series K Preference Share) by dividing the then applicable
redemption price, together with all accrued and unpaid dividends (for greater certainty excluding declared dividends with a record
date prior to the date fixed for conversion) up to but excluding the date fixed for conversion, by the greater of C$2.00 or 95%
of the weighted average trading price of the Common Shares on the TSX (or, if the Common Shares do not trade on the TSX on the
date specified for conversion, on the exchange or trading system with the highest volume of Common Shares traded during the 20
trading day period referred to below) for the 20 consecutive trading days ending on: (i) the fourth day prior to the date specified
for conversion, or (ii) if such fourth day is not a trading day, the immediately preceding trading day (for the purpose of the
description of the Class AAA, Series K Shares, the ‘‘Current Market Price’’). Fractional Common Shares
will not be issued on any conversion of Class AAA, Series K Shares, but in lieu thereof BPO will make cash payments.



| Brookfield Office Properties | 2013 Annual Information Form71







Conversion at the
Option of the Holder



Subject to applicable
law and the rights of BPO described below, on and after December 31, 2016, each Series K Preference Share will be convertible at
the option of the holder on the last day of each of March, June, September and December in each year on at least 30 days notice
(which notice shall be irrevocable) into that number of freely tradeable Common Shares determined by dividing C$25.00, together
with all accrued and unpaid dividends (for greater certainty excluding declared dividends with a record date prior to the date
fixed for conversion) up to but excluding the date fixed for conversion, by the greater of C$2.00 or 95% of the then Current Market
Price. Fractional Common Shares will not be issued on any conversion of Class AAA, Series K Shares, but in lieu thereof BPO will
make cash payments.



Subject to the provisions
described under ‘‘Specific Provisions of the Class AAA Preference Shares, Series K — Restrictions on Dividends
and Retirement and Issue of Shares’’ as applicable, BPO may, by notice given not later than 20 days before the date
fixed for conversion to all holders who have given a conversion notice, either (i) redeem on the date fixed for conversion all
or any part of the Class AAA, Series K Shares forming the subject matter of the applicable conversion notice, or (ii) cause the
holder of such Class AAA, Series K Shares to sell on the date fixed for conversion all or any part of such Class AAA, Series K
Shares to another purchaser or purchasers in the event that a purchaser or purchasers willing to purchase all or any part of such
Class AAA, Series K Shares is or are found. Any such redemption or purchase shall be made by the payment of an amount in cash of
C$25.00 per share, together with all accrued and unpaid dividends (for greater certainty excluding declared dividends with a record
date prior to the date fixed for conversion) up to but excluding the date fixed for conversion. The Class AAA, Series K Shares
to be so redeemed or purchased shall not be converted on the date set forth in the conversion notice.



Purchase for Cancellation



Subject to applicable
law and the provisions described under ‘‘Specific Provisions of the Class AAA Preference Shares, Series K — Restrictions
on Dividends and Retirement and Issue of Shares’’, BPO may at any time purchase for cancellation the whole or any part
of the Class AAA, Series K Shares at the lowest price or prices at which in the opinion of the board of directors of BPO such shares
are obtainable.



Liquidation, Dissolution
and Winding Up



In the event of the liquidation,
dissolution or winding up of BPO or any other distribution of assets of BPO among its shareholders for the purpose of winding up
its affairs, the holders of the Class AAA, Series K Shares will be entitled to payment of an amount equal to C$25.00 per share,
plus an amount equal to all accrued and unpaid dividends up to but excluding the date fixed for payment or distribution (less any
tax required to be deducted and withheld by BPO), before any amount is paid or any assets of BPO are distributed to the holders
of any shares ranking junior as to capital to the Class AAA, Series K Shares. The holders of the Class AAA, Series K Shares will
not be entitled to share in any further distribution of the assets of BPO.



Restriction on Dividends
and Retirement and Issue of Shares



So long as any of the
Class AAA, Series K Shares are outstanding, BPO will not, without the approval of the holders of the Class AAA, Series K Shares:



| | (i) | declare, pay or set apart for payment any dividends (other than stock dividends payable in shares
of BPO ranking as to capital and dividends junior to the Class AAA, Series K Shares) on shares of BPO 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 BPO 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 BPO 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,
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| Brookfield Office Properties | 2013 Annual Information Form72







unless, in each such
case, all accrued and unpaid dividends up to and including the dividend payable for the last completed period for which dividends
were payable on the Class AAA, Series K Shares and on all other shares of BPO ranking prior to or on a parity with the Class AAA,
Series K Shares with respect to the payment of dividends have been declared, paid or set apart for payment.



Amendment



The provisions of the
Class AAA, Series K Shares may be amended, but only with the prior approval of the holders of the Class AAA, Series K Shares by
special resolution, given in accordance with the share provisions of the Class AAA, Series K Shares, in addition to any vote or
authorization required by law.



Voting



The holders of the Class
AAA, Series K Shares will not be entitled (except as otherwise provided by law and except for meetings of the holders of Class
AAA preference shares as a class and meetings of the holders of Class AAA, Series K Shares as a series) to receive notice of, attend,
or vote at, any meeting of shareholders of BPO unless and until BPO shall have failed to pay eight quarterly dividends on the Class
AAA, Series K Shares, whether or not consecutive and whether or not such dividends have been declared and whether or not there
are any moneys of BPO properly applicable to the payment of dividends on Series K Preference Shares. In that event, and for only
so long as any such dividends remain in arrears, the holders of the Class AAA, Series K Shares will be entitled to receive notice
of and to attend each meeting of shareholders of BPO other than any meetings at which only holders of another specified class or
series are entitled to vote, and to one vote for each Series K Preference Share held.



Specific
Provisions of the Class AAA Preference Shares, Series L



Dividends



The holders of the Class
AAA Preference Shares, Series L (the “Class AAA, Series L Shares) are entitled to receive fixed cumulative preferential cash
dividends, if, as and when declared by the board of directors of BPO, in an amount equal to C$1.6875 per share per annum, accruing
daily from the date of issue (less any tax required to be deducted and withheld by BPO), payable quarterly on the last day of March,
June, September and December in each year.



Redemption



The Class AAA, Series
L Shares are not redeemable before September 30, 2014. On or after that date, subject to the terms of any shares of BPO ranking
prior to the Class AAA, Series L Shares, to applicable law and to the provisions described under ‘‘Specific Provisions
of the Class AAA Preference Shares, Series L – Restrictions on Dividends and Retirement and Issue of Shares’’,
BPO may, at its option, at any time redeem all, or from time to time any part, of the outstanding Class AAA, Series L Shares, by
the payment of an amount in cash for each such share so redeemed of C$25.00 together with all accrued and unpaid dividends (for
greater certainty excluding declared dividends with a record date prior to the date fixed for redemption) up to but excluding the
date fixed for redemption (less any tax required to be deducted and withheld by BPO), on not less than 30 days written notice.



Conversion at the
Option of the Holder



Subject to applicable
law and the provisions of the Class AAA, Series L Shares, on and after September 30, 2014 and every five years thereafter, the
holders of each Class AAA, Series L Share will have the right, at their option, to convert all or any part of the outstanding Class
AAA, Series L Share into Class AAA Preference Shares, Series M on the basis of one (1) Class AAA Preference Share, Series M for
each Class AAA, Series L Share, on not less than 30 days written notice.



| Brookfield Office Properties | 2013 Annual Information Form73







Purchase for Cancellation



Subject to applicable
law and the provisions described under ‘‘Specific Provisions of the Class AAA Preference Shares, Series L – Restrictions
on Dividends and Retirement and Issue of Shares’’, BPO may at any time purchase for cancellation the whole or any part
of the Class AAA, Series L Shares at the lowest price or prices at which in the opinion of the board of directors of BPO such shares
are obtainable.



Liquidation, Dissolution
and Winding Up



In the event of the liquidation,
dissolution or winding up of BPO or any other distribution of assets of BPO among its shareholders for the purpose of winding up
its affairs, the holders of the Class AAA, Series L Shares will be entitled to payment of an amount equal to C$25.00 per share,
plus an amount equal to all accrued and unpaid dividends up to but excluding the date fixed for payment or distribution (less any
tax required to be deducted and withheld by BPO), before any amount is paid or any assets of BPO are distributed to the holders
of any shares ranking junior as to capital to the Class AAA, Series L Shares. The holders of the Class AAA, Series L Shares will
not be entitled to share in any further distribution of the assets of BPO.



Restriction on Dividends
and Retirement and Issue of Shares



So long as any of the
Class AAA, Series L Shares are outstanding, BPO will not, without the approval of the holders of the Class AAA, Series L Shares:



| | (i) | declare, pay or set apart for payment any dividends (other than stock dividends payable in shares
of BPO ranking as to capital and dividends junior to the Class AAA, Series L Shares) on shares of BPO ranking as to dividends junior
to the Class AAA, Series L Shares;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | except out of the net cash proceeds of a substantially concurrent issue of shares of BPO ranking
as to return of capital and dividends junior to the Class AAA, Series L Shares, redeem or call for redemption, purchase or otherwise
pay off, retire or make any return of capital in respect of any shares of BPO ranking as to capital junior to the Class AAA, Series
L 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 L 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 L Shares;
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



unless, in each such
case, all accrued and unpaid dividends up to and including the dividend payable for the last completed period for which dividends
were payable on the Class AAA, Series L Shares and on all other shares of BPO ranking prior to or on a parity with the Class AAA,
Series L Shares with respect to the payment of dividends have been declared, paid or set apart for payment.



Modifications



The provisions of the
Class AAA, Series L Shares may be repealed, altered, modified or amended from time to time with such prior approval of the holders
of the Class AAA, Series L Shares by special resolution, given in accordance with the share provisions of the Class AAA, Series
L Shares, in addition to any vote or authorization required by law.



Voting



The holders of the Class
AAA, Series L Shares will not be entitled (except as otherwise provided by law and except for meetings of the holders of Class
AAA preference shares as a class and meetings of the holders of Class AAA, Series L Shares as a series) to receive notice of, attend,
or vote at, any meeting of shareholders of BPO unless and until BPO shall have failed to pay eight quarterly dividends on the Class
AAA, Series L Shares, whether or not consecutive. In that event, and for only so long as any such dividends remain in arrears,
the holders of the Class AAA, Series L Shares will be entitled to receive notice of and to attend each meeting of shareholders
of BPO other than any meetings at which only holders of another specified class or series are entitled to vote, and to one vote
for each Series L Preference Share held.



| Brookfield Office Properties | 2013 Annual Information Form74







Specific
Provisions of the Class AAA Preference Shares, Series M



Dividends



The holders of the Class
AAA Preference Shares, Series M (the “Class AAA, Series M Shares) are entitled to receive fixed cumulative preferential cash
dividends, if, as and when declared by the board of directors of BPO, in an amount per share equal to the sum of the 3-month Government
of Canada Treasury Bill Rate (on the 30th day prior to the 1st day of each of April, July, October and January
in each year) plus 4.17% calculated on the basis of the actual number of days elapsed in the period divided by 365, then multiplied
by C$25.00, accruing daily from the date of issue (less any tax required to be deducted and withheld by BPO), payable quarterly
on the last day of March, June, September and December in each year.



Redemption



The Class AAA, Series
M Shares are not redeemable before September 30, 2014. On or after that date, subject to the terms of any shares of BPO ranking
prior to the Class AAA, Series M Shares, to applicable law and to the provisions described under ‘‘Specific Provisions
of the Class AAA Preference Shares, Series M – Restrictions on Dividends and Retirement and Issue of Shares’’,
BPO may, at its option, at any time redeem all, or from time to time any part, of the outstanding Class AAA, Series M Shares, by
the payment of an amount in cash for each such share so redeemed equal to (i) C$25.00 in the case of redemptions on September 30,
2019 and on September 30 every 5 years thereafter or (ii) C$25.50 on any date after September 30, 2014, in each case including
all accrued and unpaid dividends (for greater certainty excluding declared dividends with a record date prior to the date fixed
for redemption) up to but excluding the date fixed for redemption (less any tax required to be deducted and withheld by BPO), on
not less than 30 days’ written notice.



Conversion at the
Option of the Holder



Subject to applicable
law and the provisions of the Class AAA, Series M Shares, on and after September 30, 2014 and every five years thereafter, the
holders of each Class AAA, Series M Share will have the right, at their option, to convert all or any part of the outstanding Class
AAA, Series M Share into Class AAA Preference Shares, Series L on the basis of one (1) Class AAA Preference Share, Series L for
each Class AAA, Series M Share, on not less than 30 days’ written notice.



Purchase for Cancellation



Subject to applicable
law and the provisions described under ‘‘Specific Provisions of the Class AAA Preference Shares, Series M – Restrictions
on Dividends and Retirement and Issue of Shares’’, BPO may at any time purchase for cancellation the whole or any part
of the Class AAA, Series M Shares at the lowest price or prices at which in the opinion of the board of directors of BPO such shares
are obtainable.



Liquidation, Dissolution
and Winding Up



In the event of the liquidation,
dissolution or winding up of BPO or any other distribution of assets of BPO among its shareholders for the purpose of winding up
its affairs, the holders of the Class AAA, Series M Shares will be entitled to payment of an amount equal to C$25.00 per share,
plus an amount equal to all accrued and unpaid dividends up to but excluding the date fixed for payment or distribution (less any
tax required to be deducted and withheld by BPO), before any amount is paid or any assets of BPO are distributed to the holders
of any shares ranking junior as to capital to the Class AAA, Series M Shares. The holders of the Class AAA, Series M Shares will
not be entitled to share in any further distribution of the assets of BPO.



Restriction on Dividends
and Retirement and Issue of Shares



So long as any of the
Class AAA, Series M Shares are outstanding, BPO will not, without the approval of the holders of the Class AAA, Series M Shares:



| | (i) | declare, pay or set apart for payment any dividends (other than stock dividends payable in shares
of BPO ranking as to capital and dividends junior to the Class AAA, Series M Shares) on shares of BPO ranking as to dividends junior
to the Class AAA, Series M Shares;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | except out of the net cash proceeds of a substantially concurrent issue of shares of BPO ranking
as to return of capital and dividends junior to the Class AAA, Series M Shares, redeem or call for redemption, purchase or otherwise
pay off, retire or make any return of capital in respect of any shares of BPO ranking as to capital junior to the Class AAA, Series
M Shares;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| Brookfield Office Properties | 2013 Annual Information Form75







| | (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 M 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 M Shares;
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



unless, in each such
case, all accrued and unpaid dividends up to and including the dividend payable for the last completed period for which dividends
were payable on the Class AAA, Series M Shares and on all other shares of BPO ranking prior to or on a parity with the Class AAA,
Series M Shares with respect to the payment of dividends have been declared, paid or set apart for payment.



Modifications



The provisions of the
Class AAA, Series M Shares may be repealed, altered, modified or amended from time to time with such prior approval of the holders
of the Class AAA, Series M Shares by special resolution, given in accordance with the share provisions of the Class AAA, Series
M Shares, in addition to any vote or authorization required by law.



Voting



The holders of the Class
AAA, Series M Shares will not be entitled (except as otherwise provided by law and except for meetings of the holders of Class
AAA preference shares as a class and meetings of the holders of Class AAA, Series M Shares as a series) to receive notice of, attend,
or vote at, any meeting of shareholders of BPO unless and until BPO shall have failed to pay eight quarterly dividends on the Class
AAA, Series M Shares, whether or not consecutive. In that event, and for only so long as any such dividends remain in arrears,
the holders of the Class AAA, Series M Shares will be entitled to receive notice of and to attend each meeting of shareholders
of BPO other than any meetings at which only holders of another specified class or series are entitled to vote, and to one vote
for each Series M Preference Share held.



Specific
Provisions of the Class AAA Preference Shares, Series N



Dividends



The holders of the Class
AAA Preference Shares, Series N (the “Class AAA, Series N Shares) are entitled to receive fixed cumulative preferential cash
dividends, if, as and when declared by the board of directors of BPO, in an amount equal to C$1.5375 per share per annum, accruing
daily from the date of issue (less any tax required to be deducted and withheld by BPO), payable quarterly on the last day of March,
June, September and December in each year.



Redemption



The Class AAA, Series
N Shares are not redeemable prior to June 30, 2016. On June 30, 2016 and on June 30 every five years thereafter, subject to the
terms of any shares of BPO ranking prior to the Class AAA, Series N Shares, to applicable law and to the provisions described under
‘‘Specific Provisions of the Class AAA Preference Shares, Series N – Restrictions on Dividends and Retirement
and Issue of Shares’’, BPO may, at its option, at any time redeem all, or from time to time any part, of the outstanding
Class AAA, Series N Shares, by the payment of an amount in cash for each such share so redeemed equal to C$25.00 together with
all accrued and unpaid dividends (for greater certainty excluding declared dividends with a record date prior to the date fixed
for redemption) up to but excluding the date fixed for redemption (less any tax required to be deducted and withheld by BPO), on
not less than 30 days’ written notice.



Conversion at the
Option of the Holder



Subject to applicable
law and the provisions of the Class AAA, Series N Shares, on and after June 30, 2016 and on June 30 every five years thereafter,
the holders of each Class AAA, Series N Share will have the right, at their option, to convert all or any part of the outstanding
Class AAA, Series N Share into Class AAA Preference Shares, Series O on the basis of one (1) Class AAA Preference Share, Series
O for each Class AAA, Series N Share, on not less than 30 days’ written notice.



| Brookfield Office Properties | 2013 Annual Information Form76











Purchase for Cancellation



Subject to applicable
law and the provisions described under ‘‘Specific Provisions of the Class AAA Preference Shares, Series N – Restrictions
on Dividends and Retirement and Issue of Shares’’, BPO may at any time purchase for cancellation the whole or any part
of the Class AAA, Series N Shares at the lowest price or prices at which in the opinion of the board of directors of BPO such shares
are obtainable.



Liquidation, Dissolution
and Winding Up



In the event of the liquidation,
dissolution or winding up of BPO or any other distribution of assets of BPO among its shareholders for the purpose of winding up
its affairs, the holders of the Class AAA, Series N Shares will be entitled to payment of an amount equal to C$25.00 per share,
plus an amount equal to all accrued and unpaid dividends up to but excluding the date fixed for payment or distribution (less any
tax required to be deducted and withheld by BPO), before any amount is paid or any assets of BPO are distributed to the holders
of any shares ranking junior as to capital to the Class AAA, Series N Shares. The holders of the Class AAA, Series N Shares will
not be entitled to share in any further distribution of the assets of BPO.



Restriction on Dividends
and Retirement and Issue of Shares



So long as any of the
Class AAA, Series N Shares are outstanding, BPO will not, without the approval of the holders of the Class AAA, Series N Shares:



| | (i) | declare, pay or set apart for payment any dividends (other than stock dividends payable in shares
of BPO ranking as to capital and dividends junior to the Class AAA, Series N Shares) on any shares of BPO ranking as to dividends
junior to the Class AAA, Series N Shares;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | except out of the net cash proceeds of a substantially concurrent issue of shares of BPO ranking
as to return of capital and dividends junior to the Class AAA, Series N Shares, redeem or call for redemption, purchase or otherwise
pay off, retire or make any return of capital in respect of any shares of BPO ranking as to capital junior to the Class AAA, Series
N 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 N 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 N Shares;
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



unless, in each such
case, all accrued and unpaid dividends up to and including the dividend payable for the last completed period for which dividends
were payable on the Class AAA, Series N Shares and on all other shares of BPO ranking prior to or on a parity with the Class AAA,
Series N Shares with respect to the payment of dividends have been declared, paid or set apart for payment.



Modifications



The provisions of the
Class AAA, Series N Shares may be repealed, altered, modified or amended from time to time with such prior approval of the holders
of the Class AAA, Series N Shares by special resolution, given in accordance with the share provisions of the Class AAA, Series
N Shares, in addition to any vote or authorization required by law.



Voting



The holders of the Class
AAA, Series N Shares will not be entitled (except as otherwise provided by law and except for meetings of the holders of Class
AAA preference shares as a class and meetings of the holders of Class AAA, Series N Shares as a series) to receive notice of, attend,
or vote at, any meeting of shareholders of BPO unless and until BPO shall have failed to pay eight quarterly dividends on the Class
AAA, Series N Shares, whether or not consecutive. In that event, and for only so long as any such dividends remain in arrears,
the holders of the Class AAA, Series N Shares will be entitled to receive notice of and to attend each meeting of shareholders
of BPO other than any meetings at which only holders of another specified class or series are entitled to vote, and to one vote
for each Series N Preference Share held.





| Brookfield Office Properties | 2013 Annual Information Form77







Specific
Provisions of the Class AAA Preference Shares, Series O



Dividends



The holders of the Class
AAA Preference Shares, Series O (the “Class AAA, Series O Shares) are entitled to receive floating rate cumulative preferential
cash dividends, if, as and when declared by the board of directors of BPO, in an amount per share equal to the sum of the 3-month
Government of Canada Treasury Bill Rate (on the 30th day prior to the 1st day of each of April, July, October
and January in each year) plus 3.07% calculated on the basis of the actual number of days elapsed in the period divided by 365,
then multiplied by C$25.00, accruing daily from the date of issue (less any tax required to be deducted and withheld by BPO), payable
quarterly on the last day of March, June, September and December in each year.



Redemption



The Class AAA, Series
O Shares are not redeemable prior to June 30, 2016. On or after that date, subject to the terms of any shares of BPO ranking prior
to the Class AAA, Series O Shares, to applicable law and to the provisions described under ‘‘Specific Provisions of
the Class AAA Preference Shares, Series O – Restrictions on Dividends and Retirement and Issue of Shares’’, BPO
may, at its option, at any time redeem all, or from time to time any part, of the outstanding Class AAA, Series O Shares, by the
payment of an amount in cash for each such share so redeemed equal to (i) C$25.00 in the case of redemptions on June 30, 2016 and
on June 30 every five years thereafter or (ii) C$25.50 on any date after June 30, 2016, in each case including all accrued and
unpaid dividends (for greater certainty excluding declared dividends with a record date prior to the date fixed for redemption)
up to but excluding the date fixed for redemption (less any tax required to be deducted and withheld by BPO), on not less than
30 days’ written notice.



Conversion at the
Option of the Holder



Subject to applicable
law and the provisions of the Class AAA, Series O Shares, on and after June 30, 2016 and every five years thereafter, the holders
of each Class AAA, Series O Share will have the right, at their option, to convert all or any part of the outstanding Class AAA,
Series O Share into Class AAA Preference Shares, Series N on the basis of one (1) Class AAA Preference Share, Series N for each
Class AAA, Series O Share, on not less than 30 days’ written notice.



Purchase for Cancellation



Subject to applicable
law and the provisions described under ‘‘Specific Provisions of the Class AAA Preference Shares, Series O – Restrictions
on Dividends and Retirement and Issue of Shares’’, BPO may at any time purchase for cancellation the whole or any part
of the Class AAA, Series O Shares at the lowest price or prices at which in the opinion of the board of directors of BPO such shares
are obtainable.



Liquidation, Dissolution
and Winding Up



In the event of the liquidation,
dissolution or winding up of BPO or any other distribution of assets of BPO among its shareholders for the purpose of winding up
its affairs, the holders of the Class AAA, Series O Shares will be entitled to payment of an amount equal to C$25.00 per share,
plus an amount equal to all accrued and unpaid dividends up to but excluding the date fixed for payment or distribution (less any
tax required to be deducted and withheld by BPO), before any amount is paid or any assets of BPO are distributed to the holders
of any shares ranking junior as to capital to the Class AAA, Series O Shares. The holders of the Class AAA, Series O Shares will
not be entitled to share in any further distribution of the assets of BPO.



Restriction on Dividends
and Retirement and Issue of Shares



So long as any of the
Class AAA, Series O Shares are outstanding, BPO will not, without the approval of the holders of the Class AAA, Series O Shares:



| | (i) | declare, pay or set apart for payment any dividends (other than stock dividends payable in shares
of BPO ranking as to capital and dividends junior to the Class AAA, Series O Shares) on shares of BPO ranking as to dividends junior
to the Class AAA, Series O Shares;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | except out of the net cash proceeds of a substantially concurrent issue of shares of BPO ranking
as to return of capital and dividends junior to the Class AAA, Series O Shares, redeem or call for redemption, purchase or otherwise
pay off, retire or make any return of capital in respect of any shares of BPO ranking as to capital junior to the Class AAA, Series
O Shares;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| Brookfield Office Properties | 2013 Annual Information Form78







| | (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 O 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 O Shares;
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



unless, in each such
case, all accrued and unpaid dividends up to and including the dividend payable for the last completed period for which dividends
were payable on the Class AAA, Series O Shares and on all other shares of BPO ranking prior to or on a parity with the Class AAA,
Series O Shares with respect to the payment of dividends have been declared, paid or set apart for payment.



Modifications



The provisions of the
Class AAA, Series O Shares may be repealed, altered, modified or amended from time to time with such prior approval of the holders
of the Class AAA, Series O Shares by special resolution, given in accordance with the share provisions of the Class AAA, Series
O Shares, in addition to any vote or authorization required by law.



Voting



The holders of the Class
AAA, Series O Shares will not be entitled (except as otherwise provided by law and except for meetings of the holders of Class
AAA preference shares as a class and meetings of the holders of Class AAA, Series O Shares as a series) to receive notice of, attend,
or vote at, any meeting of shareholders of BPO unless and until BPO shall have failed to pay eight quarterly dividends on the Class
AAA, Series O Shares, whether or not consecutive. In that event, and for only so long as any such dividends remain in arrears,
the holders of the Class AAA, Series O Shares will be entitled to receive notice of and to attend each meeting of shareholders
of BPO other than any meetings at which only holders of another specified class or series are entitled to vote, and to one vote
for each Series O Preference Share held.



Specific
Provisions of the Class AAA Preference Shares, Series P



Dividends



The holders of the Class
AAA Preference Shares, Series P (the “Class AAA, Series P Shares) are entitled to receive fixed cumulative preferential cash
dividends, if, as and when declared by the board of directors of BPO, in an amount equal to C$1.2875 per share per annum, accruing
daily from the date of issue (less any tax required to be deducted and withheld by BPO), payable quarterly on the last day of March,
June, September and December in each year.



Redemption



The Class AAA, Series
P Shares are not redeemable prior to March 31, 2017. On March 31, 2017 and on March 31 every five years thereafter, subject to
the terms of any shares of BPO ranking prior to the Class AAA, Series P Shares, to applicable law and to the provisions described
under ‘‘Specific Provisions of the Class AAA Preference Shares, Series P – Restrictions on Dividends and Retirement
and Issue of Shares’’, BPO may, at its option, at any time redeem all, or from time to time any part, of the outstanding
Class AAA, Series P Shares, by the payment of an amount in cash for each such share so redeemed equal to C$25.00 together with
all accrued and unpaid dividends (for greater certainty excluding declared dividends with a record date prior to the date fixed
for redemption) up to but excluding the date fixed for redemption (less any tax required to be deducted and withheld by BPO), on
not less than 30 days’ written notice nor more than 60 days prior to the conversion date.



Conversion at the
Option of the Holder



Subject to applicable
law and the provisions of the Class AAA, Series P Shares, on and after March 31, 2017 and on March 31 every five years thereafter,
the holders of each Class AAA, Series P Share will have the right, at their option, to convert all or any part of the outstanding
Class AAA, Series P Share into Class AAA Preference Shares, Series Q on the basis of one (1) Class AAA Preference Share, Series
Q for each Class AAA, Series P Share, on not less than 30 days’ written notice nor more than 60 days prior to the conversion
date.





| Brookfield Office Properties | 2013 Annual Information Form79







Purchase for Cancellation



Subject to applicable
law and the provisions described under ‘‘Specific Provisions of the Class AAA Preference Shares, Series P – Restrictions
on Dividends and Retirement and Issue of Shares’’, BPO may at any time purchase for cancellation the whole or any part
of the Class AAA, Series P Shares at the lowest price or prices at which in the opinion of the board of directors of BPO such shares
are obtainable.



Liquidation, Dissolution
and Winding Up



In the event of the liquidation,
dissolution or winding up of BPO or any other distribution of assets of BPO among its shareholders for the purpose of winding up
its affairs, the holders of the Class AAA, Series P Shares will be entitled to payment of an amount equal to C$25.00 per share,
plus an amount equal to all accrued and unpaid dividends up to but excluding the date fixed for payment or distribution (less any
tax required to be deducted and withheld by BPO), before any amount is paid or any assets of BPO are distributed to the holders
of any shares ranking junior as to capital to the Class AAA, Series P Shares. The holders of the Class AAA, Series P Shares will
not be entitled to share in any further distribution of the assets of BPO.



Restriction on Dividends
and Retirement and Issue of Shares



So long as any of the
Class AAA, Series P Shares are outstanding, BPO will not, without the approval of the holders of the Class AAA, Series P Shares:



| | (i) | declare, pay or set apart for payment any dividends (other than stock dividends payable in shares
of BPO ranking as to capital and dividends junior to the Class AAA, Series P Shares) on any shares of BPO ranking as to dividends
junior to the Class AAA, Series P Shares;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | except out of the net cash proceeds of a substantially concurrent issue of shares of BPO ranking
as to return of capital and dividends junior to the Class AAA, Series P Shares, redeem or call for redemption, purchase or otherwise
pay off, retire or make any return of capital in respect of any shares of BPO ranking as to capital junior to the Class AAA, Series
P 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 P 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 P Shares;
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



unless, in each such
case, all accrued and unpaid dividends up to and including the dividend payable for the last completed period for which dividends
were payable on the Class AAA, Series P Shares and on all other shares of BPO ranking prior to or on a parity with the Class AAA,
Series P Shares with respect to the payment of dividends have been declared, paid or set apart for payment.



Modifications



The provisions of the
Class AAA, Series P Shares may be repealed, altered, modified or amended from time to time with such prior approval of the holders
of the Class AAA, Series P Shares by special resolution, given in accordance with the share provisions of the Class AAA, Series
P Shares, in addition to any vote or authorization required by law.



Voting



The holders of the Class
AAA, Series P Shares will not be entitled (except as otherwise provided by law and except for meetings of the holders of Class
AAA preference shares as a class and meetings of the holders of Class AAA, Series P Shares as a series) to receive notice of, attend,
or vote at, any meeting of shareholders of BPO unless and until BPO shall have failed to pay eight quarterly dividends on the Class
AAA, Series P Shares, whether or not consecutive. In that event, and for only so long as any such dividends remain in arrears,
the holders of the Class AAA, Series P Shares will be entitled to receive notice of and to attend each meeting of shareholders
of BPO other than any meetings at which only holders of another specified class or series are entitled to vote, and shall have
the right to one vote for each Series P Preference Share held.



| Brookfield Office Properties | 2013 Annual Information Form80







Specific
Provisions of the Class AAA Preference Shares, Series Q



Dividends



The holders of the Class
AAA Preference Shares, Series Q (the “Class AAA, Series Q Shares) are entitled to receive floating rate cumulative preferential
cash dividends, if, as and when declared by the board of directors of BPO, in an amount per share equal to the sum of the 3-month
Government of Canada Treasury Bill Rate (on the 30th day prior to the 1st day of each of April, July, October
and January in each year) plus 3.0% calculated on the basis of the actual number of days elapsed in the period divided by 365,
then multiplied by C$25.00, accruing daily from the date of issue (less any tax required to be deducted and withheld by BPO), payable
quarterly on the last day of March, June, September and December in each year.



Redemption



The Class AAA, Series
Q Shares are not redeemable prior to March 31, 2017. On or after that date, subject to the terms of any shares of BPO ranking prior
to the Class AAA, Series Q Shares, to applicable law and to the provisions described under ‘‘Specific Provisions of
the Class AAA Preference Shares, Series Q – Restrictions on Dividends and Retirement and Issue of Shares’’, BPO
may, at its option, at any time redeem all, or from time to time any part, of the outstanding Class AAA, Series Q Shares, by the
payment of an amount in cash for each such share so redeemed equal to (i) C$25.00 in the case of redemptions on March 31, 2022
and on March 31 every five years thereafter or (ii) C$25.50 on any date after March 31, 2017, in each case including all accrued
and unpaid dividends (for greater certainty excluding declared dividends with a record date prior to the date fixed for redemption)
up to but excluding the date fixed for redemption (less any tax required to be deducted and withheld by BPO), on not less than
30 days’ written notice nor more than 60 days prior to the conversion date.



Conversion at the
Option of the Holder



Subject to applicable
law and the provisions of the Class AAA, Series Q Shares, on and after March 31, 2017 and on March 31 every five years thereafter,
the holders of each Class AAA, Series Q Share will have the right, at their option, to convert all or any part of the outstanding
Class AAA, Series Q Share into Class AAA Preference Shares, Series P on the basis of one (1) Class AAA Preference Share, Series
P for each Class AAA, Series Q Share, on not less than 30 days’ written notice and not more than 60 days prior to conversion
date.



Purchase for Cancellation



Subject to applicable
law and the provisions described under ‘‘Specific Provisions of the Class AAA Preference Shares, Series Q – Restrictions
on Dividends and Retirement and Issue of Shares’’, BPO may at any time purchase for cancellation the whole or any part
of the Class AAA, Series Q Shares at the lowest price or prices at which in the opinion of the board of directors of BPO such shares
are obtainable.



Liquidation, Dissolution
and Winding Up



In the event of the liquidation,
dissolution or winding up of BPO or any other distribution of assets of BPO among its shareholders for the purpose of winding up
its affairs, the holders of the Class AAA, Series Q Shares will be entitled to payment of an amount equal to C$25.00 per share,
plus an amount equal to all accrued and unpaid dividends up to but excluding the date fixed for payment or distribution (less any
tax required to be deducted and withheld by BPO), before any amount is paid or any assets of BPO are distributed to the holders
of any shares ranking junior as to capital to the Class AAA, Series Q Shares. The holders of the Class AAA, Series Q Shares will
not be entitled to share in any further distribution of the assets of BPO.



Restriction on Dividends
and Retirement and Issue of Shares



So long as any of the
Class AAA, Series Q Shares are outstanding, BPO will not, without the approval of the holders of the Class AAA, Series Q Shares:



| | (i) | declare, pay or set apart for payment any dividends (other than stock dividends payable in shares
of BPO ranking as to capital and dividends junior to the Class AAA, Series Q Shares) on shares of BPO ranking as to dividends junior
to the Class AAA, Series Q Shares;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | except out of the net cash proceeds of a substantially concurrent issue of shares of BPO ranking
as to return of capital and dividends junior to the Class AAA, Series Q Shares, redeem or call for redemption, purchase or otherwise
pay off, retire or make any return of capital in respect of any shares of BPO ranking as to capital junior to the Class AAA, Series
Q Shares;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| Brookfield Office Properties | 2013 Annual Information Form81







| | (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 Q 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 Q Shares;
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



unless, in each such
case, all accrued and unpaid dividends up to and including the dividend payable for the last completed period for which dividends
were payable on the Class AAA, Series Q Shares and on all other shares of BPO ranking prior to or on a parity with the Class AAA,
Series Q Shares with respect to the payment of dividends have been declared, paid or set apart for payment.



Modifications



The provisions of the
Class AAA, Series Q Shares may be repealed, altered, modified or amended from time to time with such prior approval of the holders
of the Class AAA, Series Q Shares by special resolution, given in accordance with the share provisions of the Class AAA, Series
Q Shares, in addition to any vote or authorization required by law.



Voting



The holders of the Class AAA, Series Q
Shares will not be entitled (except as otherwise provided by law and except for meetings of the holders of Class AAA preference
shares as a class and meetings of the holders of Class AAA, Series Q Shares as a series) to receive notice of, attend, or vote
at, any meeting of shareholders of BPO unless and until BPO shall have failed to pay eight quarterly dividends on the Class AAA,
Series Q Shares, whether or not consecutive. In that event, and for only so long as any such dividends remain in arrears, the holders
of the Class AAA, Series Q Shares will be entitled to receive notice of and to attend each meeting of shareholders of BPO other
than any meetings at which only holders of another specified class or series are entitled to vote, and shall have the right to
one vote for each Series Q Preference Share held.



Specific Provisions of the Class
AAA Preference Shares, Series R



Dividends



The holders of the Class AAA Preference
Shares, Series R (the “Class AAA, Series R Shares) are entitled to receive fixed cumulative preferential cash dividends,
if, as and when declared by the board of directors of BPO, in an amount equal to C$1.275 per share per annum, accruing daily from
the date of issue (less any tax required to be deducted and withheld by BPO), payable quarterly on the last day of March, June,
September and December in each year.



Redemption



The Class AAA, Series R Shares are not
redeemable prior to September 30, 2016. On September 30, 2016 and on September 30 every five years thereafter, subject to the terms
of any shares of BPO ranking prior to the Class AAA, Series R Shares, to applicable law and to the provisions described under ‘‘Specific
Provisions of the Class AAA Preference Shares, Series R – Restrictions on Dividends and Retirement and Issue of Shares’’,
BPO may, at its option, at any time redeem all, or from time to time any part, of the outstanding Class AAA, Series R Shares, by
the payment of an amount in cash for each such share so redeemed equal to C$25.00 together with all accrued and unpaid dividends
(for greater certainty excluding declared dividends with a record date prior to the date fixed for redemption) up to but excluding
the date fixed for redemption (less any tax required to be deducted and withheld by BPO), on not less than 30 days’ written
notice nor more than 60 days prior to the conversion date.



Conversion at the Option of the Holder



Subject to applicable law and the provisions
of the Class AAA, Series R Shares, on and after September 30, 2016 and on September 30 every five years thereafter, the holders
of each Class AAA, Series R Share will have the right, at their option, to convert all or any part of the outstanding Class AAA,
Series R Share into Class AAA Preference Shares, Series S on the basis of one (1) Class AAA Preference Share, Series S for each
Class AAA, Series R Share, on not less than 30 days’ written notice nor more than 60 days prior to the conversion date.



| Brookfield Office Properties | 2013 Annual Information Form82







Purchase for Cancellation



Subject to applicable law and the provisions
described under ‘‘Specific Provisions of the Class AAA Preference Shares, Series R – Restrictions on Dividends
and Retirement and Issue of Shares’’, BPO may at any time purchase for cancellation the whole or any part of the Class
AAA, Series R Shares at the lowest price or prices at which in the opinion of the board of directors of BPO such shares are obtainable.



Liquidation, Dissolution and Winding
Up



In the event of the liquidation, dissolution
or winding up of BPO or any other distribution of assets of BPO among its shareholders for the purpose of winding up its affairs,
the holders of the Class AAA, Series R Shares will be entitled to payment of an amount equal to C$25.00 per share, plus an amount
equal to all accrued and unpaid dividends up to but excluding the date fixed for payment or distribution (less any tax required
to be deducted and withheld by BPO), before any amount is paid or any assets of BPO are distributed to the holders of any shares
ranking junior as to capital to the Class AAA, Series R Shares. The holders of the Class AAA, Series R Shares will not be entitled
to share in any further distribution of the assets of BPO.



Restriction on Dividends and Retirement
and Issue of Shares



So long as any of the Class AAA, Series
R Shares are outstanding, BPO will not, without the approval of the holders of the Class AAA, Series R Shares:



| | (i) | declare, pay or set apart for payment any dividends (other than stock dividends payable in shares
of BPO ranking as to capital and dividends junior to the Class AAA, Series R Shares) on any shares of BPO ranking as to dividends
junior to the Class AAA, Series R Shares;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | except out of the net cash proceeds of a substantially concurrent issue of shares of BPO ranking
as to return of capital and dividends junior to the Class AAA, Series R Shares, redeem or call for redemption, purchase or otherwise
pay off, retire or make any return of capital in respect of any shares of BPO ranking as to capital junior to the Class AAA, Series
R 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 R 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 R Shares;
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



unless, in each such case, all accrued
and unpaid dividends up to and including the dividend payable for the last completed period for which dividends were payable on
the Class AAA, Series R Shares and on all other shares of BPO ranking prior to or on a parity with the Class AAA, Series R Shares
with respect to the payment of dividends have been declared, paid or set apart for payment.



Modifications



The provisions of the Class AAA, Series
R Shares may be repealed, altered, modified or amended from time to time with such prior approval of the holders of the Class AAA,
Series R Shares by special resolution, given in accordance with the share provisions of the Class AAA, Series R Shares, in addition
to any vote or authorization required by law.



Voting



The holders of the Class AAA, Series R
Shares will not be entitled (except as otherwise provided by law and except for meetings of the holders of Class AAA preference
shares as a class and meetings of the holders of Class AAA, Series R Shares as a series) to receive notice of, attend, or vote
at, any meeting of shareholders of BPO unless and until BPO shall have failed to pay eight quarterly dividends on the Class AAA,
Series R Shares, whether or not consecutive. In that event, and for only so long as any such dividends remain in arrears, the holders
of the Class AAA, Series R Shares will be entitled to receive notice of and to attend each meeting of shareholders of BPO other
than any meetings at which only holders of another specified class or series are entitled to vote, and shall have the right to
one vote for each Series R Preference Share held.



| Brookfield Office Properties | 2013 Annual Information Form83







Specific Provisions of the Class
AAA Preference Shares, Series S



Dividends



The holders of the Class AAA Preference
Shares, Series S (the “Class AAA, Series S Shares) are entitled to receive floating rate cumulative preferential cash dividends,
if, as and when declared by the board of directors of BPO, in an amount per share equal to the sum of the 3-month Government of
Canada Treasury Bill Rate (on the 30th day prior to the 1st day of each of April, July, October and January in each year) plus
3.48% calculated on the basis of the actual number of days elapsed in the period divided by 365, then multiplied by C$25.00, accruing
daily from the date of issue (less any tax required to be deducted and withheld by BPO), payable quarterly on the last day of March,
June, September and December in each year.



Redemption



The Class AAA, Series S Shares are not
redeemable prior to September 30, 2016. On or after that date, subject to the terms of any shares of BPO ranking prior to the Class
AAA, Series S Shares, to applicable law and to the provisions described under ‘‘Specific Provisions of the Class AAA
Preference Shares, Series S – Restrictions on Dividends and Retirement and Issue of Shares’’, BPO may, at its
option, at any time redeem all, or from time to time any part, of the outstanding Class AAA, Series S Shares, by the payment of
an amount in cash for each such share so redeemed equal to (i) C$25.00 in the case of redemptions on September 30, 2021 and on
September 30 every five years thereafter or (ii) C$25.50 on any date after September 30, 2016, in each case including all accrued
and unpaid dividends (for greater certainty excluding declared dividends with a record date prior to the date fixed for redemption)
up to but excluding the date fixed for redemption (less any tax required to be deducted and withheld by BPO), on not less than
30 days’ written notice nor more than 60 days prior to the conversion date.



Conversion at the Option of the Holder



Subject to applicable law and the provisions
of the Class AAA, Series S Shares, on and after September 30, 2021 and on September 30 every five years thereafter, the holders
of each Class AAA, Series S Share will have the right, at their option, to convert all or any part of the outstanding Class AAA,
Series S Share into Class AAA Preference Shares, Series R on the basis of one (1) Class AAA Preference Share, Series R for each
Class AAA, Series S Share, on not less than 30 days’ written notice and not more than 60 days prior to conversion date.



Purchase for Cancellation



Subject to applicable law and the provisions
described under ‘‘Specific Provisions of the Class AAA Preference Shares, Series S – Restrictions on Dividends
and Retirement and Issue of Shares’’, BPO may at any time purchase for cancellation the whole or any part of the Class
AAA, Series S Shares at the lowest price or prices at which in the opinion of the board of directors of BPO such shares are obtainable.



Liquidation, Dissolution and Winding
Up



In the event of the liquidation, dissolution
or winding up of BPO or any other distribution of assets of BPO among its shareholders for the purpose of winding up its affairs,
the holders of the Class AAA, Series S Shares will be entitled to payment of an amount equal to C$25.00 per share, plus an amount
equal to all accrued and unpaid dividends up to but excluding the date fixed for payment or distribution (less any tax required
to be deducted and withheld by BPO), before any amount is paid or any assets of BPO are distributed to the holders of any shares
ranking junior as to capital to the Class AAA, Series S Shares. The holders of the Class AAA, Series S Shares will not be entitled
to share in any further distribution of the assets of BPO.



Restriction on Dividends and Retirement
and Issue of Shares



So long as any of the Class AAA, Series
S Shares are outstanding, BPO will not, without the approval of the holders of the Class AAA, Series S Shares:



| | (i) | declare, pay or set apart for payment any dividends (other than stock dividends payable in shares
of BPO ranking as to capital and dividends junior to the Class AAA, Series S Shares) on shares of BPO ranking as to dividends junior
to the Class AAA, Series S Shares;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| Brookfield Office Properties | 2013 Annual Information Form84







| | (ii) | except out of the net cash proceeds of a substantially concurrent issue of shares of BPO ranking
as to return of capital and dividends junior to the Class AAA, Series S Shares, redeem or call for redemption, purchase or otherwise
pay off, retire or make any return of capital in respect of any shares of BPO ranking as to capital junior to the Class AAA, Series
S 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 S 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 S Shares;
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



unless, in each such case, all accrued
and unpaid dividends up to and including the dividend payable for the last completed period for which dividends were payable on
the Class AAA, Series S Shares and on all other shares of BPO ranking prior to or on a parity with the Class AAA, Series S Shares
with respect to the payment of dividends have been declared, paid or set apart for payment.



Modifications



The provisions of the Class AAA, Series
S Shares may be repealed, altered, modified or amended from time to time with such prior approval of the holders of the Class AAA,
Series S Shares by special resolution, given in accordance with the share provisions of the Class AAA, Series S Shares, in addition
to any vote or authorization required by law.



Voting



The holders of the Class AAA, Series S
Shares will not be entitled (except as otherwise provided by law and except for meetings of the holders of Class AAA preference
shares as a class and meetings of the holders of Class AAA, Series S Shares as a series) to receive notice of, attend, or vote
at, any meeting of shareholders of BPO unless and until BPO shall have failed to pay eight quarterly dividends on the Class AAA,
Series S Shares, whether or not consecutive. In that event, and for only so long as any such dividends remain in arrears, the holders
of the Class AAA, Series S Shares will be entitled to receive notice of and to attend each meeting of shareholders of BPO other
than any meetings at which only holders of another specified class or series are entitled to vote, and shall have the right to
one vote for each Series S Preference Share held.



Specific Provisions of the Class
AAA Preference Shares, Series T



Dividends



The holders of the Class AAA Preference
Shares, Series T (the “Class AAA, Series T Shares) are entitled to receive fixed cumulative preferential cash dividends,
if, as and when declared by the board of directors of BPO, in an amount equal to C$1.15 per share per annum, accruing daily from
the date of issue (less any tax required to be deducted and withheld by BPO), payable quarterly on the last day of March, June,
September and December in each year.



Redemption



The Class AAA, Series T Shares are not
redeemable prior to December 31, 2018. On December 31, 2018 and on December 31 every five years thereafter, subject to the terms
of any shares of BPO ranking prior to the Class AAA, Series T Shares, to applicable law and to the provisions described under ‘‘Specific
Provisions of the Class AAA Preference Shares, Series T – Restrictions on Dividends and Retirement and Issue of Shares’’,
BPO may, at its option, at any time redeem all, or from time to time any part, of the outstanding Class AAA, Series T Shares, by
the payment of an amount in cash for each such share so redeemed equal to C$25.00 together with all accrued and unpaid dividends
(for greater certainty excluding declared dividends with a record date prior to the date fixed for redemption) up to but excluding
the date fixed for redemption (less any tax required to be deducted and withheld by BPO), on not less than 30 days’ written
notice nor more than 60 days prior to the conversion date.



Conversion at the Option of the Holder



Subject to applicable law and the provisions
of the Class AAA, Series T Shares, on and after December 31, 2018 and on December 31 every five years thereafter, the holders of
each Class AAA, Series T Share will have the right, at their option, to convert all or any part of the outstanding Class AAA, Series
T Share into Class AAA Preference Shares, Series U on the basis of one (1) Class AAA Preference Share, Series U for each Class
AAA, Series T Share, on not less than 30 days’ written notice nor more than 60 days prior to the conversion date.



| Brookfield Office Properties | 2013 Annual Information Form85







Purchase for Cancellation



Subject to applicable law and the provisions
described under ‘‘Specific Provisions of the Class AAA Preference Shares, Series T – Restrictions on Dividends
and Retirement and Issue of Shares’’, BPO may at any time purchase for cancellation the whole or any part of the Class
AAA, Series T Shares at the lowest price or prices at which in the opinion of the board of directors of BPO such shares are obtainable.



Liquidation, Dissolution and Winding
Up



In the event of the liquidation, dissolution
or winding up of BPO or any other distribution of assets of BPO among its shareholders for the purpose of winding up its affairs,
the holders of the Class AAA, Series T Shares will be entitled to payment of an amount equal to C$25.00 per share, plus an amount
equal to all accrued and unpaid dividends up to but excluding the date fixed for payment or distribution (less any tax required
to be deducted and withheld by BPO), before any amount is paid or any assets of BPO are distributed to the holders of any shares
ranking junior as to capital to the Class AAA, Series T Shares. The holders of the Class AAA, Series T Shares will not be entitled
to share in any further distribution of the assets of BPO.



Restriction on Dividends and Retirement
and Issue of Shares



So long as any of the Class AAA, Series
T Shares are outstanding, BPO will not, without the approval of the holders of the Class AAA, Series T Shares:



| | (v) | declare, pay or set apart for payment any dividends (other than stock dividends payable in shares
of BPO ranking as to capital and dividends junior to the Class AAA, Series T Shares) on any shares of BPO ranking as to dividends
junior to the Class AAA, Series T Shares;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (vi) | except out of the net cash proceeds of a substantially concurrent issue of shares of BPO ranking
as to return of capital and dividends junior to the Class AAA, Series T Shares, redeem or call for redemption, purchase or otherwise
pay off, retire or make any return of capital in respect of any shares of BPO ranking as to capital junior to the Class AAA, Series
T Shares;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (vii) | 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 T Shares then outstanding;
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (viii) | 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 T Shares;
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



unless, in each such case, all accrued
and unpaid dividends up to and including the dividend payable for the last completed period for which dividends were payable on
the Class AAA, Series T Shares and on all other shares of BPO ranking prior to or on a parity with the Class AAA, Series T Shares
with respect to the payment of dividends have been declared, paid or set apart for payment.



Modifications



The provisions of the Class AAA, Series
T Shares may be repealed, altered, modified or amended from time to time with such prior approval of the holders of the Class AAA,
Series T Shares by special resolution, given in accordance with the share provisions of the Class AAA, Series T Shares, in addition
to any vote or authorization required by law.



Voting



The holders of the Class AAA, Series T
Shares will not be entitled (except as otherwise provided by law and except for meetings of the holders of Class AAA preference
shares as a class and meetings of the holders of Class AAA, Series T Shares as a series) to receive notice of, attend, or vote
at, any meeting of shareholders of BPO unless and until BPO shall have failed to pay eight quarterly dividends on the Class AAA,
Series T Shares, whether or not consecutive. In that event, and for only so long as any such dividends remain in arrears, the holders
of the Class AAA, Series T Shares will be entitled to receive notice of and to attend each meeting of shareholders of BPO other
than any meetings at which only holders of another specified class or series are entitled to vote, and shall have the right to
one vote for each Series T Preference Share held.



| Brookfield Office Properties | 2013 Annual Information Form86







Specific Provisions of the Class
AAA Preference Shares, Series U



Dividends



The holders of the Class AAA Preference
Shares, Series U (the “Class AAA, Series U Shares) are entitled to receive floating rate cumulative preferential cash dividends,
if, as and when declared by the board of directors of BPO, in an amount per share equal to the sum of the 3-month Government of
Canada Treasury Bill Rate (on the 30th day prior to the 1st day of each of April, July, October and January in each year) plus
3.16% calculated on the basis of the actual number of days elapsed in the period divided by 365, then multiplied by C$25.00, accruing
daily from the date of issue (less any tax required to be deducted and withheld by BPO), payable quarterly on the last day of March,
June, September and December in each year.



Redemption



The Class AAA, Series U Shares are not
redeemable prior to December 31, 2018. On or after that date, subject to the terms of any shares of BPO ranking prior to the Class
AAA, Series U Shares, to applicable law and to the provisions described under ‘‘Specific Provisions of the Class AAA
Preference Shares, Series U – Restrictions on Dividends and Retirement and Issue of Shares’’, BPO may, at its
option, at any time redeem all, or from time to time any part, of the outstanding Class AAA, Series U Shares, by the payment of
an amount in cash for each such share so redeemed equal to (i) C$25.00 in the case of redemptions on December 31, 2023 and on December
31 every five years thereafter or (ii) C$25.50 on any date after December 31, 2018, in each case including all accrued and unpaid
dividends (for greater certainty excluding declared dividends with a record date prior to the date fixed for redemption) up to
but excluding the date fixed for redemption (less any tax required to be deducted and withheld by BPO), on not less than 30 days’
written notice nor more than 60 days prior to the conversion date.



Conversion at the Option of the Holder



Subject to applicable law and the provisions
of the Class AAA, Series U Shares, on and after December 31, 2023 and on December 31 every five years thereafter, the holders of
each Class AAA, Series U Share will have the right, at their option, to convert all or any part of the outstanding Class AAA, Series
U Share into Class AAA Preference Shares, Series T on the basis of one (1) Class AAA Preference Share, Series T for each Class
AAA, Series U Share, on not less than 30 days’ written notice and not more than 60 days prior to conversion date.



Purchase for Cancellation



Subject to applicable law and the provisions
described under ‘‘Specific Provisions of the Class AAA Preference Shares, Series U – Restrictions on Dividends
and Retirement and Issue of Shares’’, BPO may at any time purchase for cancellation the whole or any part of the Class
AAA, Series U Shares at the lowest price or prices at which in the opinion of the board of directors of BPO such shares are obtainable.



Liquidation, Dissolution and Winding
Up



In the event of the liquidation, dissolution
or winding up of BPO or any other distribution of assets of BPO among its shareholders for the purpose of winding up its affairs,
the holders of the Class AAA, Series U Shares will be entitled to payment of an amount equal to C$25.00 per share, plus an amount
equal to all accrued and unpaid dividends up to but excluding the date fixed for payment or distribution (less any tax required
to be deducted and withheld by BPO), before any amount is paid or any assets of BPO are distributed to the holders of any shares
ranking junior as to capital to the Class AAA, Series U Shares. The holders of the Class AAA, Series U Shares will not be entitled
to share in any further distribution of the assets of BPO.



Restriction on Dividends and Retirement
and Issue of Shares



So long as any of the Class AAA, Series
U Shares are outstanding, BPO will not, without the approval of the holders of the Class AAA, Series U Shares:





| Brookfield Office Properties | 2013 Annual Information Form87







| | (v) | declare, pay or set apart for payment any dividends (other than stock dividends payable in shares
of BPO ranking as to capital and dividends junior to the Class AAA, Series U Shares) on shares of BPO ranking as to dividends junior
to the Class AAA, Series U Shares;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | (vi) | except out of the net cash proceeds of a substantially concurrent issue of shares of BPO ranking
as to return of capital and dividends junior to the Class AAA, Series U Shares, redeem or call for redemption, purchase or otherwise
pay off, retire or make any return of capital in respect of any shares of BPO ranking as to capital junior to the Class AAA, Series
U Shares;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (vii) | 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 U Shares then outstanding;
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (viii) | 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 U Shares;
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



unless, in each such case, all accrued
and unpaid dividends up to and including the dividend payable for the last completed period for which dividends were payable on
the Class AAA, Series U Shares and on all other shares of BPO ranking prior to or on a parity with the Class AAA, Series U Shares
with respect to the payment of dividends have been declared, paid or set apart for payment.



Modifications



The provisions of the Class AAA, Series
U Shares may be repealed, altered, modified or amended from time to time with such prior approval of the holders of the Class AAA,
Series U Shares by special resolution, given in accordance with the share provisions of the Class AAA, Series U Shares, in addition
to any vote or authorization required by law.



Voting



The holders of the Class AAA, Series U
Shares will not be entitled (except as otherwise provided by law and except for meetings of the holders of Class AAA preference
shares as a class and meetings of the holders of Class AAA, Series U Shares as a series) to receive notice of, attend, or vote
at, any meeting of shareholders of BPO unless and until BPO shall have failed to pay eight quarterly dividends on the Class AAA,
Series U Shares, whether or not consecutive. In that event, and for only so long as any such dividends remain in arrears, the holders
of the Class AAA, Series U Shares will be entitled to receive notice of and to attend each meeting of shareholders of BPO other
than any meetings at which only holders of another specified class or series are entitled to vote, and shall have the right to
one vote for each Series U Preference Share held.



Common Shares



Provisions of Common Shares



Dividends



The holders of the Common Shares are entitled
to receive any dividends declared thereon by the board of directors of BPO.



Voting



The holders of the Common Shares are entitled
to receive notice of and to attend all shareholders’ meetings and for all purposes will be entitled to one vote for each
Common Share held.



Liquidation, Dissolution and Winding
Up



In the event of the liquidation, dissolution
or winding up of BPO or any other distribution of assets of BPO among its shareholders by way of return of capital, the holders
of Common Shares will be entitled to receive, after distribution to the holders of the Class A preference shares, the Class
AA preference shares, the Class AAA preference shares and any other shares ranking prior to the Common Shares, the remaining property
of BPO.



| Brookfield Office Properties | 2013 Annual Information Form88







APPENDIX
D - Audit Committee Charter



A committee of the board of directors of
Brookfield Office Properties Inc. (the “Corporation”) to be known as the Audit Committee (the “Committee”)
shall have the following terms of reference:



Membership and Chairperson



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



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



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



Responsibilities



The Committee shall:



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



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



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



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



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



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



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



| | · | the auditor’s internal quality-control
procedures; and
| | - | ------------------------------------------------------



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



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



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



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



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



| | · | planning and staffing of the audit;
| | - | -----------------------------------



| | · | any material written communications between
the auditor and management;
| | - | -----------------------------------------------------------------------



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



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



| | · | whether or not the auditor has received
the full co-operation of management of the Corporation;
| | - | -----------------------------------------------------------------------------------------------



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



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



| | · | all critical accounting policies and practices
to be used by the Corporation;
| | - | -----------------------------------------------------------------------------



| | · | all alternative treatments of financial
information within international financial reporting standards 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 applicable securities legislation.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



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



| | · | audited annual financial statements, in
conjunction with the report of the auditor;
| | - | -----------------------------------------------------------------------------------



| | · | interim financial statements;
| | - | -----------------------------



| | · | annual and interim earnings press releases;
| | - | -------------------------------------------



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



| | · | reconciliations of the annual or interim
financial statements; and
| | - | ------------------------------------------------------------------



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



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



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



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



| | r) | review the effectiveness of management’s policies and practices
concerning financial reporting, any proposed changes in major accounting policies, the appointment and replacement of management
responsible for financial reporting and the internal audit function;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



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



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



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



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



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



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



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



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



Limitation of Audit Committee
Role



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



Reporting



The Committee will regularly
report to the Board on:



| | · | the auditor’s independence;
| | - | ---------------------------



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



| Brookfield Office Properties | 2013 Annual Information Form92







| | · | 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 report 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



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



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



Assessment



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



Access To Outside Advisors
And Senior Management



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



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



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



Meetings



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

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



| Brookfield Office Properties | 2013 Annual Information Form93







Notice of each meeting shall be given to
the auditor, each Member, and to the Chairman of the Board and the Chief Executive Officer of the Corporation. Notice of meeting
may be given orally, in person or by telephone, by letter, by facsimile or other electronic means not less than 24 hours before
the time fixed for the meeting. Members may waive notice of any meeting and attendance at a meeting is deemed waiver of notice.
The notice need not state the purpose or purposes for which the meeting is being held.



The Committee may invite from time to time
such persons as it may see fit to attend its meetings and to take part in discussion and consideration of the affairs of the Committee.
The Committee may require the auditors and/or members of management to attend any or all meetings.



Definitions



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



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



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



| Brookfield Office Properties | 2013 Annual Information Form94