Exhibit 4.1

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE PARTNERSHIP OR THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

 

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE STATEMENT WITH RESPECT TO SERIES 2 PREFERRED UNITS.  IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

 

CERTIFICATE EVIDENCING

6.375% CLASS A CUMULATIVE REDEEMABLE PERPETUAL PREFERRED UNITS, SERIES 2

OF

BROOKFIELD PROPERTY PARTNERS L.P.

A PARTNERSHIP FORMED UNDER THE LAWS OF BERMUDA

 

	
CERTIFICATE   NUMBER:                          
    	
INITIAL NUMBER OF SERIES 2 PREFERRED UNITS:                          
    


 

CUSIP Number: G16249 156
 ISIN: BMG162491564

 

Brookfield Property Partners L.P., a Bermuda exempted partnership (the “Partnership”), hereby certifies that CEDE & CO. (the “Holder”), is the registered owner of the number shown on Schedule I hereto of fully paid and non-assessable units of the Partnership’s designated 6.375% Class A Cumulative Redeemable Perpetual Preferred Units, Series 2, with a liquidation preference of $25.00 per unit (the “Series 2 Preferred Units”). The Series 2 Preferred Units are transferable on the books of the Partnership or its duly authorized Transfer Agent, in person or by a duly authorized attorney, upon surrender of this certificate properly endorsed. The rights, preferences and limitations of the Series 2 Preferred Units are set forth in, and this certificate and the Series 2 Preferred Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Second Amended and Restated Limited Partnership Agreement of the Partnership, dated August 8, 2013, as amended on November 5, 2015, March 21, 2019, and August 20, 2019, and as the same may be further amended from time to time (the “Partnership Agreement”). Capitalized terms used herein but not defined shall have the meaning given them in the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at the principal office of the Partnership. In the case of any conflict between this certificate and the Partnership Agreement, the provisions of the Partnership Agreement shall control and govern.

 

Upon receipt of this executed certificate, the Holder is bound by the Partnership Agreement and is entitled to the benefits thereunder.

 

The Holder, by accepting this certificate, is deemed to have (i) requested admission as, and agreed to become, a limited partner and to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that the Holder has all right, power and, if an individual, the capacity necessary to enter into the Partnership Agreement, (iii) granted the powers of attorney provided for in the Partnership Agreement, (iv) made the waivers and given the consents and approvals contained in the Partnership Agreement; and (v) ratified and confirmed all contracts, agreements, assignments and instruments entered into on behalf of the Partnership in accordance with the Partnership Agreement.

 

This certificate shall not be valid for any purpose unless it has been countersigned and registered by the registrar and transfer agent (the “Transfer Agent”).

 











 

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Partnership by its General Partner this       day of                        .

 

	
BROOKFIELD   PROPERTY PARTNERS LIMITED, the general partner of BROOKFIELD PROPERTY PARTNERS   L.P.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Name:
    	
 
    
	
Title:
    	
 
    


 











 

COUNTERSIGNATURE

 

These are the Series 2 Preferred Units referred to in the within-mentioned Partnership Agreement.

 

Dated:                        ,        

 

 

	
REGISTRAR AND   TRANSFER AGENT
    	
 
    
	
AMERICAN STOCK TRANSFER & TRUST COMPANY,   LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Name:
    	
 
    
	
Title:
    	
 
    


 











 

	
FOR VALUE RECEIVED,                                                                                     ,   hereby assigns, conveys, sells   and transfers unto
    
	
 
    
	
 
    
	
(Please print or typewrite   name and address of Assignee)
    
	
 
    
	
 
    
	
 
    	
(Please insert Social Security or other identifying number of   Assignee)
    
	
 
    
	
                                         Series 2 Preferred Units representing preferred limited partnership interests evidenced by   this certificate, subject to the Partnership Agreement, and does hereby   irrevocably constitute and appoint                                                                                         as its attorney-in-fact with full power of substitution to transfer the same   on the books of Brookfield Property Partners L.P.
    
	
 
    
	
                    Dated:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
(Signature)
    	
 
    	
(Signature)
    
	
 
    	
 
    	
 
    
	
NOTICE:                    THE   SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION   (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH   MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO   SEC RULE 17Ad-15
    
	
 
    
	
Signature Guaranteed   By:
    	
 
    	
 
    
	
 
    
	
No   transfer of the Series 2 Preferred Units evidenced hereby will be   registered on the books of the Partnership or its duly authorized Transfer   Agent unless the certificate evidencing the Series 2 Preferred Units to   be transferred is surrendered for registration of transfer.
    
							


 











 

SCHEDULE I

 

BROOKFIELD PROPERTY PARTNERS L.P.

 

Global Series 2 Preferred Unit

 

Certificate Number:

 

The number of Series 2 Preferred Units initially represented by this global Series 2 Preferred Unit shall be                   . Thereafter the Transfer Agent shall note changes in the number of Series 2 Preferred Units evidenced by this global Series 2 Preferred Unit in the table set forth below:

 

	
Date of Exchange
    	
 
    	
Amount of Decrease in
   Number of Series 2
   Preferred Units
   Represented by this Global
   Series 2 Preferred Unit
    	
 
    	
Amount of Increase in
   Number of Series 2
   Preferred Units
   Represented by this Global
   Series 2 Preferred Unit
    	
 
    	
Number of Series 2
   Preferred Units
   Represented by this Global
   Series 2 Preferred Unit
   following Decrease or
   Increase
    	
 
    	
Signature of Authorized
   Officer of
   Transfer Agent