Brookfield Property Partners L.P. (BPY) Acknowledges Brookfield Asset Management's (BAM) Privatization Proposal and Establishes Committee of Independent Directors

Brookfield Property Partners L.P. (“BPY” or the “Company”) (NASDAQ: BPY; TSX: BPY.UN) and Brookfield Property REIT Inc. (“BPYU”) (NASDAQ: BPYU) today jointly acknowledge receipt of a non-binding proposal from Brookfield Asset Management Inc. (“Brookfield”) (NYSE: BAM; TSX: BAM.A) that Brookfield announced by press release issued earlier today outlining its proposal to acquire 100% of the limited partnership units of BPY that it does not already own (“Units”) (approximately 357.6 million Units) for a price of $16.50 per Unit, or $5.9 billion in total value (based on the closing price of the class A limited voting shares of Brookfield (“Brookfield Shares”) on the NYSE and TSX on December 31, 2020).

As outlined in Brookfield’s press release, the proposal provides that each unitholder can elect to receive consideration per Unit of a combination of (i) 0.4 Brookfield Shares, (ii) $16.50 in cash, and/or (iii) 0.66 BPY Class A Cumulative Redeemable Perpetual Preferred Units with a liquidation preference of $25.00 per Unit (“BPY Prefs”), subject in each case to pro-ration based on a maximum of 59.5 million Brookfield Shares (42% of the total value of Units), maximum cash consideration of $2.95 billion (50% of the total value of Units), and a maximum value of $500 million in BPY Prefs (8% of the total value of the Units). If unitholders collectively elect to receive in excess of $500 million in BPY Prefs, the amount of BPY Prefs can increase to a maximum of $1 billion, offset against the maximum amount of Brookfield Shares. The maximum amount of cash consideration would not be affected.

As outlined in Brookfield’s press release, Brookfield is not proposing to acquire other securities of BPY and its subsidiaries, including existing preferred units of BPY and preferred shares of wholly owned subsidiary Brookfield Office Properties Inc., which are expected to remain outstanding. However, it is expected that holders of the Class A Stock, par value $0.01 per share, of BPYU would receive the same per share consideration as BPY unitholders under the proposal upon exchange of their shares into BPY units. It is also expected that the BPYU 6.375% Series A Cumulative Redeemable Preferred Stock would be redeemed at its par value of $25.00 per share in connection with the proposed transaction.

The board of directors of the general partner of BPY has established a committee of independent directors to review and consider the proposal. BPY unitholders and BPYU shareholders do not need to take any action with respect to the proposal at this time.

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