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(BROOKFIELD LOGO) BROOKFIELD PROPERTIES CORPORATION PROXY PROXY, solicited by Management, for the Annual and Special Meeting of
Shareholders of Brookfield Properties Corporation to be held on Wednesday,
April 28, 2004. The undersigned shareholder of Brookfield Properties Corporation (the
Corporation) hereby appoints GORDON E. ARNELL, or failing him RICHARD B. CLARK (or in lieu thereof ..................................................................................................), as proxy of the undersigned, with the power of
substitution, to attend and vote on behalf of the undersigned at the Annual and
Special Meeting of Shareholders of the Corporation to be held on Wednesday,
April 28, 2004, and at any adjournments thereof, on the following matters:  1.
    
    Election of Directors (mark only one of (a) or (b))  (a)
    
    o FOR the election as directors of all nominees listed in the
accompanying Management Proxy Circular other than (please specify)  ................................................................................................ ; or(b)
    
    o WITHHOLD from voting in the election of directors.  2.
    
    Resolution Adopting an Amendment to the Share Option Plan (Schedule A of
Management Proxy Circular) (mark only one of (a) or (b))  (a)
    
    o FOR the adoption of the amendment to the
share option plan; or(b)
    
    o AGAINST the adoption of the amendment to the
share option plan.  3.
    
    Appointment of Auditors (mark only one of (a) or (b))  (a)
    
    o FOR the appointment of auditors and authorizing the directors to fix the
auditors remuneration; or(b)
    
    o WITHHOLD from voting in the appointment of auditors and authorizing the
directors to fix the auditors remuneration. In addition, the undersigned appoints such person as proxy to vote and act as
aforesaid upon any amendments or variations to the matters identified in the
Notice of Meeting and on all other matters that may properly come before the
meeting. Unless otherwise specified above, the shares represented by this proxy
will be voted by the persons whose names are printed above, for the election as
directors of all nominees specified in the accompanying Management Proxy
Circular, and for the appointment of auditors. Name of Shareholder:Number/Class of Shares:Date:, 2004SignatureNOTES:é
    
    
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    1.
    If this proxy is not dated in the space provided, it will be
deemed to bear the date on which it was mailed to you by management
of the Corporation.2.
    If the shareholder is an individual, please sign exactly as your
shares are registered.If the shareholder is a corporation, this proxy
must be executed by a duly authorized officer or attorney of the
shareholder and, if the corporation has a corporate seal, its corporate
seal should be affixed. If shares are registered in the name of an
executor, administrator or trustee, please sign exactly as the shares
are registered. If the shares are registered in the name of the deceased
or other shareholder, the shareholders name must be printed in the
space provided, the proxy must be signed by the legal representative
with his or her name printed below his or her signature and evidence of
authority to sign on behalf of the shareholder must be attached to this
proxy.In many cases, shares beneficially owned by a holder (a
Non-Registered Holder) are registered in the name of a securities
dealer or broker or other intermediary, or a clearing agency.
Non-Registered Holders should, in particular, review the sections
entitled Non-Registered Holders and Revocation in the
accompanying Management Proxy Circular and carefully follow the
instructions of their intermediaries.3.
    To be valid, this proxy must be signed and deposited with the
Secretary of the Corporation, c/o CIBC Mellon Trust Company, P.O.
Box 12005, Station BRM B, Toronto, Ontario M7Y 2K5 (courier
address: Attention: Proxy Department, 200 Queens Quay East, Unit
6, Toronto, Ontario M5A 4K9; or if delivered by facsimile at
416-368-2502), not later than the close of business on April 26,
2004 or, if the meeting is adjourned, 48 hours (excluding
Saturdays and holidays) before any adjournment of the meeting.4.
    A shareholder has the right to appoint a person (who need not
be a shareholder of the Corporation) to represent the shareholder
at the meeting other than the management representatives
designated in this proxy. Such right may be exercised by
inserting in the space provided the name of the other person the
shareholder wishes to appoint and delivering the completed proxy
to the Secretary of the Corporation as set out above.5.
    Reference is made to the accompanying Management Proxy
Circular for further information regarding completion and use of
this proxy and other information pertaining to the meeting,
including the right of a shareholder to cumulate the
shareholders votes in the election of directors.6.
    If a share is held by two or more persons, any one of them
present or represented by proxy at the meeting may, in the
absence of the other or others, vote in respect thereof, but if
more than one of them are present or represented by proxy, they
shall vote together in respect of each share so held.ë
    
    
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    7.
    The shares represented by this proxy will be voted or withheld from
voting in accordance with the instructions of the shareholder on any ballot
that may be called for, and if the shareholder specifies a choice with respect
to any matter to be acted upon, the shares will be voted accordingly.