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(BROOKFIELD LOGO) REPORT ON VOTING RESULTS Annual and Special Meeting of Shareholders
April 27, 2005   National Instrument 51-102  Section 11.3 (Canada)
    
    Form 6-K (U.S.A.)
 
 The Annual and Special Meeting of Shareholders of Brookfield Properties Corporation (the Corporation) was held on April 27, 2005 in New York, New York, U.S.A. At this meeting, there
were 203 shareholders represented in person or by proxy holding 104,667,793 Common shares (the Common Shares), representing 67.28% of the issued and outstanding Common Shares and 16
shareholders represented in person or by proxy holding 6,171,208 Class A Redeemable Voting Preferred Shares (the Preferred Shares), representing 97.77% of the issued and outstanding
Preferred Shares. The following is a summary of the votes cast by the Common and Preferred shareholders represented at this meeting. Special Resolution authorizing an amendment to the Corporations Articles to fix the number of directors at 13 The Special Resolution authorizing an amendment to the Corporations Articles to fix the number of directors at 13 (Schedule A of Management Proxy Circular) was approved by a majority of both
the Preferred and Common shareholders. Management received proxies to vote on this special resolution as follows: % of Votes
    
    
    
    
    
    
    % of VotesCast by
    
    
    
    
    
    
    Cast byClass
    
    Outcome
    
    
    Votes For
    
    
    Proxy
    
    
    Votes Against
    
    
    ProxyPreferred shareholders
    
    
    Carried
    
    
    
    6,171,192
    
    
    
    100%
    
    
    
    Nil
    
    
    
    NilCommon shareholders
    
    
    Carried
    
    
    
    104,091,969
    
    
    
    Over 99%
    
    
    
    425,319
    
    
    
    Less than 1%
 Election of Directors All of the directors nominated for election at the meeting were elected by acclamation. Management received proxies to vote for the election of directors as follows: % of VotesCast byClass
    
    
    
    
    Votes For
    
    
    ProxyPreferred shareholders
    
    
    
    
    
    
    6,171,192
    
    
    
    100%Common shareholders
    
    
    
    
    
    
    104,515,186
    
    
    
    100%
 With respect to the election of directors, the Corporations Articles of Incorporation, as amended, state that each Preferred Shareholder and each Common shareholder who is entitled to
vote for directors has one vote per share held by him or her, multiplied by the number of directors to be elected. The shareholder may cast all of his or her votes in favour of one
candidate, or distribute them among the candidates in the manner he or she sees fit. Where the shareholder has voted for more than one candidate without specifying the distribution of votes
among the candidates, the shareholder will be deemed to have divided his or her votes equally among the candidates for whom he or she voted. The allocation of the votes among the elected directors is as follows:




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2 Class
    
    Director
    
    Votes ForPreferred shareholders
    
    Gordon E. Arnell
    
    
    13,319,399William T. Cahill
    
    
    44,335Richard B. Clark
    
    
    13,319,399Jack L. Cockwell
    
    
    13,319,399J. Bruce Flatt
    
    
    13,319,399Roderick D. Fraser
    
    
    44,335Lance Liebman
    
    
    43,919Paul D. McFarlane
    
    
    44,335Allan S. Olson
    
    
    44,335Sam Pollock
    
    
    13,319,399Robert L. Stelzl
    
    
    43,919William C. Wheaton
    
    
    44,335John E. Zuccotti
    
    
    13,318,983
 Class
    
    Director
    
    Votes For1Common shareholders
    
    Gordon E. Arnell
    
    
    196,578,196William T. Cahill
    
    
    25,565,747Richard B. Clark
    
    
    196,583,194Jack L. Cockwell
    
    
    192,909,742J. Bruce Flatt
    
    
    201,277,962Roderick D. Fraser
    
    
    25,564,682Lance Liebman
    
    
    25,565,980Paul D. McFarlane
    
    
    25,565,980Allan S. Olson
    
    
    25,565,980Sam Pollock
    
    
    195,811,097Robert L. Stelzl
    
    
    25,564,682William C. Wheaton
    
    
    25,565,980John E. Zuccotti
    
    
    196,578,196
 1
 Confirmation of New By-Laws The resolution to confirm the new By-Laws (Schedule B of Management Proxy Circular) was approved by a majority of the Preferred and Common shareholders. Management received proxies to vote
on this resolution as follows: % of Votes
    
    
    
    
    
    
    % of VotesCast by
    
    
    
    
    
    
    Cast byClass
    
    Outcome
    
    
    Votes For
    
    
    Proxy
    
    
    Votes Against
    
    
    ProxyPreferred shareholders
    
    
    Carried
    
    
    
    6,170,888
    
    
    
    Over 99%
    
    
    
    320
    
    
    
    Less than 1%Common shareholders
    
    
    Carried
    
    
    
    102,608,491
    
    
    
    Over 99%
    
    
    
    427,579
    
    
    
    Less than 1%




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3 Appointment of Auditors The resolution to reappoint Deloitte & Touche LLP, Chartered Accountants, as auditors of the Corporation to hold office until the next Annual Meeting of Shareholders and to authorize the
directors to fix the remuneration to be paid to the auditors was approved by a majority of both the Preferred and Common shareholders. Management received proxies to vote on this resolution
as follows: % of Votes
    
    
    
    
    
    
    % of VotesCast by
    
    
    
    
    
    
    Cast byClass
    
    Outcome
    
    
    Votes For
    
    
    Proxy
    
    
    Votes Against
    
    
    ProxyPreferred shareholders
    
    
    Carried
    
    
    
    6,171,192
    
    
    
    100%
    
    
    
    Nil
    
    
    
    NilCommon shareholders
    
    
    Carried
    
    
    
    104,090,678
    
    
    
    100%
    
    
    
    Nil
    
    
    
    Nil
 There were no other matters coming before the meeting that required a vote by either the Preferred or Common shareholders.   BROOKFIELD PROPERTIES CORPORATION/s/   Brett M. FoxBrett M. FoxDate: May 11, 2005
    Assistant Secretary