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Brookfield Property Partners CORPORATE PROFILE AUGUST 2019

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Page 1: CORPORATE PROFILE - Brookfield Property Partners/media/Files/B... · CORPORATE PROFILE AUGUST 2019. Table of Contents 2 About Brookfield Property Partners (“BPY”) Page 4 Organic

Brookfield Property Partners

CORPORATE PROFILE

AUGUST 2019

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Table of Contents

2

About Brookfield Property Partners (“BPY”) Page 4

Organic Growth Page 9

Operating Segments Page 15

Structure and Governance Page 30

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Brookfield Property Partners (“BPY”) is Brookfield Asset Management’s

(“Brookfield”) primary vehicle

to make investments across all strategies in real estate

Our goal is to be the leading global owner and operator of

high-quality real estate, generating an

attractive total return for our unitholders comprised of:

1Current yield supported

by stable cash flow from

a diversified portfolio

of assets

25% ‒ 8% annual

distribution growth

3Capital appreciation

of our asset base

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About Brookfield Property Partners

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A World-Class, Diversified Real Estate Portfolio

Irreplaceable Core Assets

in diverse, supply-constrained markets

Destination Locations

for high-quality global companies and brands

Outsized Growth

in earnings and shareholder distributions

Unique Access

to Brookfield’s diversified private real estate funds

Best-in-Class Sponsor

Alternative asset manager with global expertise,

investing discipline and access to capital

Atlantis, BahamasWoodlands Mall, Houston

Principal Place, London

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1) As of June 30, 2019 and on a proportionate basis.

2) Based on BPY’s 6/28/19 closing price of $18.93 on the Nasdaq Stock Market.

Global Owner, Developer and Operator of High-Quality Real Estate

Core Office

• 143 premier office properties totaling 96 million

square feet (msf) in gateway markets around the world

as well as over 11 msf of core office and multifamily

development projects currently underway

Core Retail

• 123 best-in-class retail properties totaling over 120 msf

throughout the United States

LP Investments

• High-quality assets and portfolios with operational

upside across office, retail, multifamily, logistics,

hospitality, triple net lease, self storage, student housing

and manufactured housing sectors

>$85B TOTAL ASSETS

Investment Portfolio Characteristics

$28BUNITHOLDER EQUITY

$0.33QUARTERLY DISTRIBUTION / UNIT

7.0%DISTRIBUTION YIELD

1

2

1

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Core Office and Core Retail

Diversified Investment Strategy

Stable cash flows on core portfolios enhanced by investment in opportunistic

strategies

LP Investments

Brookfield Place, New York Fashion Show Mall, Las Vegas Conrad Hotel, Seoul

Targeting 10% to 12% Total Returns

• Approximately 85% of BPY’s balance sheet

• Invested in high-quality, well-located trophy assets and development projects

Targeting 20% Total Returns

• Approximately 15% of BPY’s balance sheet

• Invested in mispriced portfolios and/or properties with significant value-add

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Global Investor with Local Expertise

UNITED STATES3

$137B

ASIA PACIFIC

$14B

BRAZIL

$3B

EUROPE & MIDDLE EAST

$31B

CANADA

$9B

1) At the Brookfield Property Group level which includes assets of BPY and Brookfield-managed funds.

2) Employee figures are as of December 31, 2018.

3) AUM in the Bahamas are included within our US AUM figure.

~$194B Total RE AUM1 | 30 Offices | ~19K Operating Employees2

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Organic Growth

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Track Record of Earnings and Distribution Growth

Earnings and distribution growth for

five consecutive years since launch

Annual CFFO growth of 8%

Annual distribution growth of 6%

67% payout ratio

2014 2015 2016 2017

$1.06

$1.12

$1.00

$1.18

$1.11

$1.18

$1.36

$1.44

$1.26

$1.48

8%CAGR

2018

6%CAGR

CFFO Distribution (per unit)

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Growth in LP Investment Gains

Realized Gains on LP Investments (per unit)

We have earned realized gains from our

LP investments in private funds

In the early years, these gains were from

the sale of individual assets or smaller

portfolios

As these funds mature, and investment-

level business plans are executed, the

pace and size of realizations will

increaseLTM2014 2015 2016 2017

$0.14

$0.35

$0.07

$0.54

$0.40

2018

$0.51

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Earnings provide ample coverage for distributions and will support distribution growth in-line with target of 5%-8% annually

Future Earnings Growth

Realize significant earnings from our LP investments including, on average, $500 million in annual realized gains

Generate annual CFFO growth for the next 5 years with a target of 7-9% driven by achieving same-property growth and completion of active developments on-time and on-budget

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Payout Ratio

Target payout ratio leaves sufficient retained cash to protect distribution levels, sustain

properties and fund future growth:

In US$ millionsLTM 2018 2017

Company FFO $ 1.41 $ 1.48 $ 1.44

LP investment realized gains1 0.51 0.40 0.54

Annual earnings 1.92 1.88 $ 1.98

Distributions to Unitholders (1.29) (1.26) (1.18)

Retained for property maintenance and growth $ 0.63 $ 0.62 $ 0.80

Payout ratio 67% 67% 60%

1) Reflects income earned in our LP Investments segment when investments are realized that is not otherwise included in CFFO but represents a key component of our

investment return, net of carried interest.

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BPY = Compelling Investment Opportunity

An investment today has the potential

to offer a very attractive return to

shareholders

Yield backed by cash flow from a

portfolio of high-quality assets

Entry point at discount to average

analyst NAV of ~$27 per unit

Potential for significant capital

appreciation

Investment Appreciation Distributions

$ 19

Opportunity1Today

$ 19

$ 8

BPY unit

price

Discount

to analyst

NAV

1) Based on a 5-year hold period.

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Operating Segments

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Iconic assets in gateway markets

Brookfield Place, New YorkBrookfield Place, Perth

Canary Wharf, LondonBrookfield Place, Toronto

Core Office Portfolio

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Core Office Portfolio

Of our top 20 office tenants, 12 are tenants in Brookfield buildings

in more than one city; 7 are tenants in at least three cities

• 143 premier office properties totaling approximately 96 msf in gateway cities around the

globe, including: New York, London, Toronto, Los Angeles, Houston, Sydney, Washington, DC

and Berlin

• Portfolio is 92.4% occupied with an average remaining lease term of 8.3 years

• Embedded 7.2% mark-to-market opportunity on expiring leases

• Properties generally financed with non-recourse, asset-level debt

• We offer an integrated, multifaceted real estate business with comprehensive operating

and real estate management capabilities

• Our diversified global structure gives us a competitive advantage in the marketplace as we

are able to leverage relationships across geographies and business lines

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Development Projects Delivered Over the Past Three Years

18

London Wall Place

London

The Eugene

New York

Principal Place

London

5 Manhattan West

New York

One Blue Slip

Brooklyn

~5.0M SFPREMIER

OFFICE SPACE

>2,000APARTMENT

UNITS

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Multifamily

Principal Place – Residential, London3 303 241 17% Q4 2019

Southbank Place, London3 669 295 20% Q4 2019

Wood Wharf – 8 Water St. & 2 George St., London 371 192 5% Q4 2019

Greenpoint Landing Bldg. F, New York 348 347 6% Q1 2020

Newfoundland, London 545 316 4% Q2 2020

Wood Wharf – 10 Park Drive, London3 269 129 31% Q2 2020

Wood Wharf – One Park Drive, London3 430 281 30% Q2 2021

Subtotal 2,935 $1,801

Total Active Developments 11,264 $6,546

Office % Pre-Leased SF 000s

($M) Total

Cost1 Yield on Cost

Date of

Completion2

1 Bank Street, London 89% 715 326 7% Q3 2019

100 Bishopsgate, London 75% 938 1,111 7% Q3 2019

ICD Brookfield Place, Dubai 21% 1,156 387 10% Q4 2019

One Manhattan West, New York 86% 2,081 778 6% Q4 2019

Manhattan West Retail 34% 82 131 5% Q4 2020

Four Manhattan West (hotel/condos) - 159 145 5% Q2 2021

Wood Wharf – Office, London 44% 423 159 8% Q2 2021

Bay Adelaide North, Toronto 78% 820 380 6% Q1 2022

Two Manhattan West. New York - 1,955 1,329 6% Q1 2023

Subtotal 51% 8,329 $4,746 7%

Active Development Projects

1) In US$ Millions and represents BPY’s share of investment.

2) Stabilization typically occurs between 12-18 months post completion.

3) Represents condominium/market sale developments. Anticipated return on cost is presented instead of yield on cost for these developments.

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Trophy retail assets that mirror the quality of our office properties

The Woodlands Mall, Houston Ala Moana, Honolulu

Jordan Creek, Des Moines Miami Design District

Core Retail Portfolio

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Core Retail Portfolio

• 123 best-in-class malls and urban retail properties totaling over 120 msf throughout the

United States, comprised of 10 urban properties, 3 lifestyle centers and 110 regional shopping

centers which include 13 neighborhood centers

• Same-property occupancy of 95.0%

• Initial rent spreads of 7%1 for leases commencing in the trailing 12 months

• Highly productive stores with $777 NOI-weighted tenants sales/sf

1) Excluding certain short-term renewals at Ala Moana Center. This metric is weighted by NOI.

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Class A+ Shopping Centers

Inserting new technology into our malls has been a major driver to elevate the

shopping experience – from retail and dining to entertainment and leisure

• Our class A+ mall portfolio represents approximately 8% of the high-quality retail

space in the United States, including 3 of the top 5 assets.1 Although total retail

space in the U.S. is likely to contract in the coming years, high-quality malls continue to

demonstrate meaningful outperformance and serve as the centerpiece of all retail

activity in the U.S.

• The declining performance of traditional department stores has created opportunities to

recapture square footage within our existing centers and improve their productivity by

introducing more dining, entertainment and fitness venues as well as native e-retailer

‘pop-up’ and permanent stores.

• Significant development and redevelopment opportunities in our core retail portfolio with

expected ROIs of between 6-9%.

1) Source: CNBC.com article from 1/29/18.

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E-commerce vs Brick-and-Mortar? NOT a Zero-Sum Game…

93% of all retail sales are owed all or in part to brick-and-mortar presence1

Amazon Bonobos Rent the Runway

Online-to-offline examples

E-Commerce Brick-and-Mortar ONE Channel

1) Source: U.S. Census Bureau

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Project Description

($M) Total

Cost1

Expected

Return on

Investment

Date of

Stabilization

Active Developments

The SoNo Collection, Norwalk, CT Ground up development 460 6% 2022

Active Redevelopments

Paramus Park, Paramus, NJ Sears redevelopment for Stew Leonard’s 21 7% 2021

Stonestown Galleria, San Francisco, CAAnchor redevelopment for retail and

entertainment149 7-8% 2022

Other projects, various locations 90 7-9% 2020-2022

Active Developments / Redevelopments $720

Core Retail Development Sites

1) Represents BPY’s share of investment.

Active Planning

Ala Moana, Honolulu, HI Residential tower 160 5-7% 2025

North Point, Alpharetta, GA Sears redevelopment – residential 63 5-7% 2022

Northbrook Court, Northbrook, ILMacy’s redevelopment – retail expansion

and residential 138 5-7% 2022

Oxmoor Center, Louisville, KYSears redevelopment for Top Golf +

restaurants 29 6-7% 2022

Streets at Southpoint, Durham, NC Mixed use densification 107 6-8% 2024

Tysons Galleria, McLean, VAMacy’s redevelopment for iPic and multi-

level small-shop expansion 124 6-7% 2021

Valley Plaza Mall, Bakersfield, CA Sears backfill for multi-tenant spec 18 7-9% 2021

Other projects, various locations 216 7-9% 2021-2025

Active Planning $855

Total Retail Developments $1,575

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Acquiring mispriced assets with upside to earn outsized returns

LP Investments

Center Parcs, UK

The Diplomat Resort & Spa, Florida

Aster Town Center, Colorado

Conrad Hotel, Seoul

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LP Investments

Invest on a Value Basis

• Acquire high-quality assets at a discount to replacement cost or

intrinsic value

• Execute multifaceted transactions that utilize structuring

capabilities

• Seek contrarian investments via market dislocations and other

inefficiencies

Leverage Brookfield

Platform

• Focus on geographies and sectors where Brookfield has

informational, operational and other competitive advantages

• Utilize Brookfield’s relationships to originate proprietary

investments

• Target large-scale investments

Enhance Value through

Operating Capabilities

• Execute clearly defined strategies for operational improvement:

‒ Leasing: increasing occupancy and rental rates

‒ Development: expanding or redeveloping/repositioning

properties

• Achieve opportunistic returns through NOI growth

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Case Study: IDI Gazeley returned 31% Gross IRR in 5 years

• Assembled a 64M SF global logistics business through the acquisition of 3 industrial

companies in North America and Europe

30M SFCOMPLETED

DEVELOPMENT

31%GROSS IRR

3.2xGROSS MOC

50M SFAREA LEASED

16%RENT INCREASED

88 – 95%CHANGE IN OPERATING

OCCUPANCY 2013-2017

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Case Study: Simply Self Storage returned 46% Gross IRR in 2.5 years

• Acquired 90-asset, 6.8M SF portfolio and operating company in early 2016 and grew

business to over 200 assets totaling ~16M SF

$1.3BGROSS SALE PRICE1

$162MNET PROCEEDS TO BPY2

46%GROSS IRR

2.6xGROSS MOC

32%VALUE INCREASED PSF

1) Partial sale of business

2) Includes proceeds from portfolio refinancing following transaction

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Fund Inception

Total

Equity

BPY

Stake

Projected

Gross IRR

Projected

Gross MOC

RE Opportunity Fund I 2006 11.0% 1.9x

RE Opportunity Fund II 2007 20.0% 2.1x

RE Turnaround Fund 2009 38.6% 2.3x

Strategic Real Estate

Partners I 2012 $4.4B 31% 24.0% 2.6x

Strategic Real Estate

Partners II2015 $9.0B 26% 17.0% 2.1x

Strategic Real Estate

Partners III2017 $15.0B 7% 20.0% 1.9x

Total 22.7% 2.1x

Opportunistic Real Estate Funds Track Record

GGP Acquisition

Closes

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Structure and Governance

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Corporate Structure

30%

Brookfield

Infrastructure

Partners

(BIP)

63%

Brookfield Business

Partners

(BBU)

61%

Brookfield Renewable

Partners

(BEP)

55%

Brookfield Property

Partners

(BPY/BPR1)

Core Office Core Retail

Brookfield Asset Management(BAM)

Core office assets

Canary Wharf

Core-plus funds

Class A

U.S. Mall

Portfolio

Real estate opportunity funds

Value-add multifamily funds

Real estate finance funds

Other direct investments

LP Investments

1) Brookfield Property REIT Inc. (Nasdaq: BPR)

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Governance

BPY/BPR’s governance is structured to provide alignment of interests with unitholders

• BPY and Brookfield Property REIT (“BPR”) have an established Master Services Agreement with Brookfield

− Brookfield provides executive oversight of BPY/BPR and services relating to the origination of

acquisitions, financings, business planning and supervision of day-to-day management and

administration activities

− Management fee, on an annualized basis, equal to 0.5% of the total capitalization of BPY/BPR, subject

to a minimum fee of $50 million

− Equity enhancement distributions, on an annualized basis, equal to 1.25% of the increase in

BPY/BPR’s market capitalization over the initial capitalization of approximately $11.5 billion

− Credit applied for management fees paid on investment in Brookfield-sponsored funds

• Incentive distributions based upon increases in distributions paid to unitholders over pre-defined thresholds

− 15% participation by Brookfield in distributions over $1.10 per unit

− 25% participation by Brookfield in distributions over $1.20 per unit

− Credit applied for incentive fees paid on investments in Brookfield-sponsored funds

• BPY/BPR’s general partner has a majority of independent directors

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Favorable BPY Structure

• As a global real estate investor, we have structured BPY to provide flexibility to pursue its strategy and

to limit negative tax consequences to our unitholders

• BPY is a Bermuda-based, publicly-traded partnership that owns or has interests in holding corporations

primarily in the U.S., Canada, Australia, Western Europe, Brazil, India and South Korea

• Structure is favorable relative to Master Limited Partnerships (MLPs), and we are committed to

structuring our activities to avoid generating UBTI and ECI1

1) BPY does not provide legal or tax advice to any third party and as such strongly recommends that each prospective investor review all documentation with their legal and

tax advisors.

BPY’s Structure

Type of Entity Bermuda-based, publicly-traded partnership

UBTI1 No

ECI1 No

U.S. Tax Slip Issued1 K1

Canadian Tax Slip Issued1 T5013

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Ability to Invest Through a U.S. REIT

BPR BPY

Distributions ✓ ✓ Distributions are identical in amount and timing

Exchangeable ✓ N/AClass A BPR shares are exchangeable 1:1 for BPY

units or the equivalent value in cash

Liquidation Value ✓ ✓ Liquidation values are equalized

Structure and Index

Eligibility

Delaware

Corp.;

1099 Issuer

Bermuda-

based LP;

K1 Issuer

As a U.S.-domiciled REIT, BPR is eligible for many

equity indexes that exclude LPs

Majority Owner BPY BAM

BPY and its affiliates control ~92%1 of the

outstanding voting shares of BPR and BAM has an

economic interest of ~55% in BPY

BPR, a publicly traded U.S. REIT (Nasdaq: BPR), is a subsidiary of BPY and was created to

offer economic equivalence to a BPY unit but in the form of a U.S. REIT security.

1) As of June 30, 2019.

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Be good stewards

in the communities

in which we

operate

Our ESG Principles

Mitigate the

impact of our

operations on

the environment

Conduct business

according to

the highest

ethical and legal

standards

Ensure the

well-being and

safety of

employees

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Contacts

Contact Title E-Mail Address Phone Number

Brian Kingston Chief Executive Officer [email protected] (212) 978-1646

Bryan Davis Chief Financial Officer [email protected] (212) 417-7166

Matt Cherry SVP, Investor Relations [email protected] (212) 417-7488

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Important Cautionary Notes

All amounts are in U.S. dollars unless otherwisespecified. Unless otherwise indicated, the statistical andfinancial data in this document is presented as of June30, 2019.

This presentation contains “forward-looking information”within the meaning of applicable securities laws andregulations. Forward-looking statements includestatements that are predictive in nature, depend upon orrefer to future events or conditions, include statementsregarding our operations, business, financial condition,expected financial results, performance, prospects,opportunities, priorities, targets, goals, ongoingobjectives, strategies and outlook, as well as the outlookfor North American and international economies for thecurrent fiscal year and subsequent periods, and includewords such as “expects,” “anticipates,” “plans”, “believes,”“estimates”, “seeks,” “intends,” “targets,” “projects,”“forecasts,” “likely,” or negative versions thereof and othersimilar expressions, or future or conditional verbs such as“may,” “will,” “should,” “would” and “could”.

Forward-looking statements include, without limitation,statements about target earnings and distribution growth,the growth potential of our existing and new investments,return on invested capital, gains on mark-to-marketreleasing and occupancy, targeted same-store growthand returns on redevelopment and development projects,the availability of suitable investment opportunities, andthe availability of financing and our financing strategy.

Although we believe that our anticipated future results,performance or achievements expressed or implied bythe forward-looking statements and information are basedupon reasonable assumptions and expectations, thereader should not place undue reliance on forward-looking statements and information because they involveknown and unknown risks, uncertainties and otherfactors, many of which are beyond our control, which maycause our actual results, performance or achievements todiffer materially from anticipated future results,performance or achievement expressed or implied bysuch forward-looking statements and information.

Factors that could cause actual results to differ materiallyfrom those contemplated or implied by forward-lookingstatements include, but are not limited to: risks incidentalto the ownership and operation of real estate propertiesincluding local real estate conditions; the impact orunanticipated impact of general economic, political andmarket factors in the countries in which we do business;the ability to enter into new leases or renew leases onfavorable terms; business competition; dependence ontenants’ financial condition; the use of debt to finance ourbusiness; the behavior of financial markets, includingfluctuations in interest and foreign exchanges rates;uncertainties of real estate development orredevelopment; global equity and capital markets and theavailability of equity and debt financing and refinancingwithin these markets; risks relating to our insurancecoverage; the possible impact of international conflictsand other developments including terrorist acts; potentialenvironmental liabilities; changes in tax laws and othertax related risks; dependence on management personnel;illiquidity of investments; the ability to complete andeffectively integrate acquisitions into existing operationsand the ability to attain expected benefits therefrom;operational and reputational risks; catastrophic events,such as earthquakes and hurricanes; and other risks andfactors detailed from time to time in our documents filedwith the securities regulators in Canada and the UnitedStates.

We caution that the foregoing list of important factors thatmay affect future results is not exhaustive. When relyingon our forward-looking statements or information,investors and others should carefully consider theforegoing factors and other uncertainties and potentialevents. Except as required by law, we undertake noobligation to publicly update or revise any forward-lookingstatements or information, whether written or oral, thatmay be as a result of new information, future events orotherwise.

In considering investment performance informationcontained herein, prospective investors should bear inmind that past performance is not necessarily indicativeof future results and there can be no assurance thatcomparable results will be achieved, that an investment

will be similar to the historic investments presented herein(because of economic conditions, the availability ofinvestment opportunities or otherwise), that targetedreturns, diversification or asset allocations will be met orthat an investment strategy or investment objectives willbe achieved.

This presentation includes estimates regarding marketand industry data that is prepared based on itsmanagement's knowledge and experience in the marketsin which we operate, together with information obtainedfrom various sources, including publicly availableinformation and industry reports and publications. Whilewe believe such information is reliable, we cannotguarantee the accuracy or completeness of thisinformation and we have not independently verified anythird-party information.

This presentation makes reference to net operatingincome (“NOI”), funds from operations (“FFO”), andCompany funds from operations (“CFFO”). NOI, FFO andCFFO do not have any standardized meaning prescribedby International Financial Reporting Standards (“IFRS”)and therefore may not be comparable to similar measurespresented by other companies. The Partnership usesNOI, FFO and CFFO to assess its operating results.These measures should not be used as alternatives toNet Income and other operating measures determined inaccordance with IFRS but rather to provide supplementalinsights into performance. Further, these measures donot represent liquidity measures or cash flow fromoperations and are not intended to be representative ofthe funds available for distribution to unitholders either inaggregate or on a per unit basis, where presented.

For further reference, specific definitions of NOI, FFO,and CFFO are available in the Partnership’s pressreleases announcing its financial results each quarter.