BPO.PR.R To Reset At 4.155%

Brookfield Office Properties Inc., a subsidiary of Brookfield Property Partners has announced:

that it has determined the fixed dividend rate on its Class AAA Preference Shares, Series R (“Series R Shares”) (TSX: BPO.PR.R) for the five years commencing October 1, 2016 and ending September 30, 2021. If declared, the fixed quarterly dividends on the Series R Shares during that period will be paid at an annual rate of 4.155% ($0.259688 per share per quarter).

Holders of Series R Shares have the right, at their option, exercisable not later than 5:00 p.m. (Toronto time) on September 15, 2016, to convert all or part of their Series R Shares, on a one-for-one basis, into Class AAA Preference Shares, Series S (the “Series S Shares”), effective September 30, 2016.

The quarterly floating rate dividends on the Series S Shares have an annual rate, calculated for each quarter, of 3.48% over the annual yield on three-month Government of Canada treasury bills. The actual quarterly dividend rate in respect of the October 1, 2016 to December 31, 2016 dividend period for the Series S Shares will be 1.0057% (3.99% on an annualized basis) and the dividend, if declared, for such dividend period will be $0.251425 per share, payable on December 30, 2016.

Holders of Series R Shares are not required to elect to convert all or any part of their Series R Shares into Series S Shares.

As provided in the share conditions of the Series R Shares, (i) if Brookfield determines that there would be fewer than 1,000,000 Series R Shares outstanding after September 30, 2016, all remaining Series R Shares will be automatically converted into Series S Shares on a one-for-one basis effective September 30, 2016; and (ii) if Brookfield determines that there would be fewer than 1,000,000 Series S Shares outstanding after September 30, 2016, no Series R Shares will be permitted to be converted into Series S Shares. There are currently 10,000,000 Series R Shares outstanding.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Series S Shares effective upon conversion. Listing of the Series S Shares is subject to Brookfield fulfilling all the listing requirements of the TSX and, upon approval, the Series S Shares will be listed on the TSX under the trading symbol “BPO.PR.S”.

BPO.PR.R is a 5.10%+348 FixedReset that commenced trading 2011-9-2 after being announced 2011-8-25. The reset therefore represents a 19% cut in dividends.

As noted, the deadline for notifying the company of a desire to convert is 5:00 p.m. (ET) on September 15, 2016, but note that custodians of your shares will have internal deadlines a day or two earlier. Hence, I will make a recommendation on whether or not to convert on September 12, 2016.

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