S-8

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 20, 2019.

REGISTRATION NO. 333-              

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BROOKFIELD PROPERTY REIT INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or
organization) 27-2963337
(I.R.S. Employer Identification No.)

250 Vesey St., 15th Floor
New York, NY 10281

(Address of principal executive offices)

BROOKFIELD PROPERTY GROUP RESTRICTED BPR CLASS A STOCK PLAN
(Full title of the plan)

Michelle Campbell

Secretary
Brookfield Property REIT Inc.
Brookfield Place
250 Vesey St., 15th Floor

New York, NY 10281
(212) 417-7000
(Name, address and telephone number,
including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  o

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)		Proposed Maximum Offering Price Per Share(2)		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee
Class A Stock, par value $0.01 per share	2,500,000 shares	(3)	$	20.00	$	50,000,000	$	6,060

(1) Plus such indeterminate number of shares of Class A Stock of the Registrant as may be issued to prevent dilution resulting from stock dividends, stock splits or similar transactions in accordance with Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”).

(2) Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been computed based on the average of the high and low prices per share of Class A Stock of the Registrant reported on the Nasdaq Global Select Market on February 14, 2019.

(3) Represents shares of Class A Stock of the Registrant issuable under the Brookfield Property Group Restricted BPR Class A Stock Plan (the “Plan”).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.*

Item 2.     Registrant Information and Employee Plan Annual Information.*

*The documents containing the information specified in Part I of Form S-8 are not required to be filed with the U.S. Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to the Note to Part I of Form S-8 and Rule 424 under the Securities Act. The information required in the Section 10(a) prospectus is included in documents being maintained and delivered by Brookfield Property REIT Inc. (the “Registrant”) as required by Part I of Form S-8 and by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

The following documents which have been and will in the future be filed by Brookfield Property REIT Inc. (the “Company”) with the Commission are incorporated in the Registration Statement by reference:

(a) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the “Annual Report”);

(b) all other reports filed by the Company under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since December 31, 2017; and

(c) the description of the Company’s Class A Stock contained in the Registration Statement on Form S-4 initially filed by the Company with the Commission on May 2, 2018, as amended, as incorporated by reference in the Registration Statement on Form 8-A filed by us with the Commission on August 27, 2018.

In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than information furnished pursuant to Item 2.02 or Item 7.01, and any exhibits thereto, of any Form 8-K, unless expressly stated otherwise therein), after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.     Description of Securities.

Not applicable.

Item 5.     Interests of Named Experts and Counsel.

Not applicable.

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Item 6.     Indemnification of Directors and Officers.

The following summary, to the extent it relates to the Company’s Third Amended and Restated Certification of Incorporation, as amended (the “Certificate”), and the Amended and Restated Bylaws (the “Bylaws”), is qualified in its entirety by reference to the complete text of the Certificate and the Bylaws. The Company is a Delaware corporation.

Article VII of the Certificate provides for the Company’s indemnification of directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware, as it exists now or may be amended (the “DGCL”). Section 145 of the DGCL authorizes a corporation to indemnify any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation (or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, provided further that such person has no reasonable cause to believe his or her conduct was unlawful. In the case of an action brought by or in the right of the corporation, Section 145 of the DGCL authorizes a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit, provided that such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all of the circumstances of the case, such director of officer is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

As permitted by Section 102(b)(7) of the DGCL, the Certificate provides that a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of a fiduciary duty as a director, except for such liability as is expressly not subject to limitation under the DGCL, as the same exists or may hereafter be amended to further limit or eliminate such liability.

Pursuant to the Bylaws, to the fullest extent permitted by law, the Company will indemnify any present or former director or officer of the Company (or a person serving as a director, officer, trustee, employee or agent of another corporation), who was or is a party or is threatened to be made a party to, or is otherwise involved in, any threatened, pending or completed action while acting in such capacity, for all liability and loss suffered (including, without limitation, any judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) and expenses (including attorneys’ fees and disbursements), actually and reasonably incurred. The right to indemnification includes the right to be paid by the Company the expenses (including attorneys’ fees) incurred by such person in defending any such proceeding in advance of its final disposition, such that the advances are paid by the Company within 60 days after the receipt by the Company of a statement or statements from the claimant requesting such advance or advances from time to time (and subject to filing a written request for indemnification pursuant to the amended Bylaws).

In addition, under the master services agreement between the Company and BPR OP, LP, among others, as service recipients, and Brookfield Asset Management Inc. and certain of its affiliates, as service providers, the service providers will not assume any responsibility other than to provide or arrange for the provision of the services called for thereunder in good faith and will not be responsible for any action that the service recipients take in following or declining to follow the advice or recommendations of the service providers. In addition, under the master services agreement, the service providers and the related indemnified parties will not be liable to the service recipients for any act or omission, except for conduct that involved bad faith, fraud, willful misconduct, gross negligence or in the case of a criminal matter, conduct that the indemnified person knew was unlawful. The maximum amount of the aggregate liability of the service providers or any of their affiliates, or of any director, officer, agent, subcontractor, contractor, delegate, member, partner, shareholder, employee or other representative of the service providers or any of their affiliates, will be equal to the amounts previously paid by the service recipients in respect of services pursuant to the master services agreement in the two most recent calendar years. The service recipients will agree to indemnify the service providers, their affiliates, directors, officers, agents, subcontractors, delegates, members, partners, shareholders and employees to the fullest extent permitted by law from and against any claims, liabilities, losses,

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damages, costs or expenses (including legal fees) incurred by an indemnified person or threatened in connection with the Company’s respective businesses, investments and activities or in respect of or arising from the master services agreement or the services provided by the service providers, except to the extent that the claims, liabilities, losses, damages, costs or expenses are determined to have resulted from the indemnified person’s bad faith, fraud or willful misconduct, gross negligence or in the case of a criminal matter, action that the indemnified person knew to have been unlawful.

Item 7.     Exemption from Registration Claimed.

Not applicable.

Item 8.     Exhibits.

Exhibit	Description of Exhibit
4.1	Third Amended and Restated Certificate of Incorporation of GGP Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on the Form 8-A12B, filed on August 27, 2018)
4.2	Certificate of Amendment of Third Amended and Restated Certificate of Incorporation of Brookfield Property REIT Inc. (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed on August 28, 2018)
4.3	Fifth Amended and Restated Bylaws of Brookfield Property REIT Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on the Form 8-A12B, filed on August 27, 2018)
23.1*	Consent of Deloitte & Touche LLP relating to audited consolidated financial statements of GGP Inc. (now known as Brookfield Property REIT Inc.).
24.1*	Powers of Attorney (included on signature page)
99.1*	Brookfield Property Group Restricted BPR Class A Stock Plan

*Exhibit filed herewith.

Item 9.     Undertakings.

The undersigned Registrant hereby undertakes, except as otherwise specifically provided in the rules of the Commission promulgated under the Securities Act:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant

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pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its legal counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York on the 20th day of February, 2019.

BROOKFIELD PROPERTY REIT INC.
By:	/s/ Michelle Campbell
	Michelle Campbell
	Secretary

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Bryan K. Davis and Brian W. Kingston, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granted unto said attorney-in-fact and agents, full power and authority to do and to perform each and every act and thing required and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or any of them or their substitute or substitutes, could lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on February 20, 2019.

Signature	Title
/s/ Brian W. Kingston	Chief Executive Officer of Brookfield Property Group
Brian W. Kingston	LLC, a manager of the Registrant
	(Principal Executive Officer)*
/s/ Bryan K. Davis	Chief Financial Officer of Brookfield Property Group
Bryan K. Davis	LLC, a manager of the Registrant
	(Principal Financial and Accounting Officer)**
/s/ Richard B. Clark	Chairman of the Board, Director
Richard B. Clark
/s/ Caroline Atkinson	Director
Caroline Atkinson
/s/ Jeffrey Blinder	Director
Jeffrey Blidner
/s/ Soon Young Chang	Director
Soon Young Chang
	Director
Omar Carneiro da Cunha
/s/ Scott Cutler	Director
Scott Cutler
/s/ Stephen DeNardo	Director
Stephen DeNardo
/s/ Louis Joseph Maroun	Director
Louis Joseph Maroun
/s/ Lars Rodert	Director
Lars Rodert

*Mr. Kingston performs the functions of chief executive officer for Brookfield Property REIT Inc. (the “Company”) pursuant to a Master Services Agreement, dated August 27, 2018, among Brookfield Asset Management Inc., the Company and certain other parties thereto.

**Mr. Davis performs the functions of chief financial officer for the Company pursuant to a Master Services Agreement, dated August 27, 2018, among Brookfield Asset Management Inc., the Company and certain other parties thereto.

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated financial statements of GGP Inc. (now known as Brookfield Property REIT Inc.) and subsidiaries (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of a new accounting standard) and effectiveness of GGP Inc.’s internal control over financial reporting dated February 22, 2018, appearing in the Annual Report on Form 10-K of GGP Inc. for the year ended December 31, 2017.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois

February 20, 2019

EX-99.1

Exhibit 99.1

BROOKFIELD PROPERTY GROUP

RESTRICTED BPR CLASS A STOCK PLAN

FEBRUARY 20, 2019

TABLE OF CONTENTS

SECTION 1.	GENERAL PROVISIONS	1
1.1	Purposes	1
1.2	Definitions	1
1.3	Administration	5
SECTION 2.	AWARDS OF RESTRICTED BPR CLASS A SHARES	5
2.1	Eligibility	5
2.2	Election by Participants to Receive Bonus Payment in Cash or Restricted BPR Class A Shares	6
2.3	Allotment of Restricted BPR Class A Shares	6
2.4	Distributions	7
2.5	Vesting of Restricted BPR Class A Shares	7
2.6	Change in Employment Status	8
2.7	Forfeiture of Restricted BPR Class A Shares	8
SECTION 3.	GENERAL	8
3.1	No Right to Service	8
3.2	No Liability for Decrease in Value of BPR Class A Shares	8
3.3	Transferability of Awards	8
3.4	Currency	9
3.5	Withholdings	9
3.6	Successors and Assigns	10
3.7	Amendment and Termination	10
3.8	Governing Law	10
3.9	Voting	10
3.10	Section 83 Election	10
3.11	Section 409A	10
3.12	Effective Date	11

BROOKFIELD PROPERTY GROUP

RESTRICTED BPR CLASS A STOCK PLAN

SECTION 1.        GENERAL PROVISIONS

1.1Purposes

The purpose of this Brookfield Property Group Restricted BPR Class A Stock Plan (the “Plan”) is to (i) promote the alignment of interests of Eligible Persons with the holders of BPR Class A Shares and the unitholders of BPY; (ii) encourage Eligible Persons to remain with their Employer; and (iii) attract new employees and officers.

1.2Definitions

The following terms, when used in the Plan, shall have the respective meanings set forth below:

(a)“Administrator” means a committee comprised of senior executives of (i) the Brookfield Property Group, and/or (ii) Brookfield Asset Management Inc. as determined by the Chief Executive Officer of BPG;

(b)“Affiliate” means, with respect to a person, any other person that, directly or indirectly, through one or more intermediaries, Controls, or is Controlled by such person, or is under common Control of a third person;

(c)“Award Agreement” has the meaning set out in Section 2.3(c);

(d)“Award Date” means the date on which Restricted BPR Class A Shares are awarded to the Participant, provided that if grants of Restricted BPR Class A Shares are approved during a Blackout Period, the Award Date will be six business days after the date on which the Blackout Period ends;

(e)“Blackout Period” means any period imposed by BPR, during which specified individuals, including insiders of BPR, may not trade in BPR’s securities (including, for greater certainty, where specific individuals are restricted from trading because they have material non-public information), but does not include any period when a regulator has halted trading in BPR’s securities;

(f)“BPG” means Brookfield Property Group LLC;

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(g)“BPR” means Brookfield Property REIT Inc., a Delaware corporation;

(h)“BPR Class A Share” means a share of Class A Stock, par value $0.01 per share, of BPR;

(i)“BPY” means Brookfield Property Partners L.P., a Bermuda exempted limited partnership;

(j)“Brookfield Group” means Brookfield Asset Management Inc. and any of its Affiliates;

(k)“Brookfield Property Group” means the operating and asset management entities within the property platform of Brookfield Asset Management Inc. and includes the service providers to BPR, BPY, the Property Partnership and their subsidiaries pursuant to Master Services Agreements;

(l)“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated thereunder;

(m)“Control” and similar expressions mean a relationship between two persons wherein one of such persons has the power, through the ownership of equity securities, by contract or otherwise, to directly or indirectly direct the management and policies of the other of such persons;

(n)“Custodial Restricted BPR Class A Shares Account” means the account maintained for each Participant which is a separate, personal, custodial account for each Participant outside of the Trust and to which Restricted BPR Class A Shares of a Participant are allocated pursuant to Section 2.3(e). Such account shall be maintained in the jurisdiction in which the Participant resides, except as otherwise determined by the Administrator;

(o)“Custodian” means AST Trust Company or such other entity as may be appointed by the Administrator from time to time to act as Custodian of the Custodial Restricted BPR Class A Shares Account;

(p)“Eligible Person” has the meaning set out in in Section 2.1;

(q)“Employer” means the entity that employs the Participant (or that employed the Participant immediately prior to his or her Termination Date) that is within the

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Brookfield Property Group or is BPR, BPY, the Property Partnership or a subsidiary of any such entities;

(r)“Fair Market Value” means the closing price of a BPR Class A Share on the Nasdaq on the last trading day preceding the applicable day.  For Restricted BPR Class A Shares awarded during a Blackout Period, the Fair Market Value is calculated as the volume-weighted average price of a BPR Class A Share on the Nasdaq for the five business days immediately preceding the Award Date;

(s)“Nasdaq” means the Nasdaq Stock Market or successor thereto;

(t)“Participant” means an Eligible Person who participates in the Plan;

(u)“Participant Account” means the account maintained for each Participant which is a separate, personal, custodial account for each Participant in the Trust and to which unvested Restricted BPR Class A Shares of a Participant are allocated pursuant to Section 2.3(e);

(v)“Plan” has the meaning set out in Section 1.1;

(w)“Property Partnership” means Brookfield Property L.P., a Bermuda exempted limited partnership;

(x)“Purchase Expenses” means brokerage commissions, transfer taxes and other charges or expenses on the purchase of BPR Class A Shares;

(y)“Restricted BPR Class A Shares” means a BPR Class A Share awarded to a Participant on the terms contained in the Plan;

(z)“Restricted BPR Class A Share Allotment Price” means the Fair Market Value on the Award Date of a BPR Class A Share determined on the Nasdaq;

(aa)“Sale Expenses” means brokerage commissions, transfer taxes and other charges or expenses on the sale or exchange of BPR Class A Shares;

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(bb)“Termination Date” means, unless otherwise determined by the Administrator, a Participant’s last day of active employment, as further clarified below:

(i)in the event a Participant’s employment is terminated by the Employer for any reason, the last day of active employment will be the date and time notice of termination is delivered to the Participant and will not include any period the Participant is under notice of termination or any period of deemed employment, pay in lieu of notice of termination or salary continuance provided or required to be provided by the Employer to the Participant;

(ii)in the event of a continuous leave of absence (including for disability), the Participant’s last day of active employment will be the earlier of the date of termination of employment and two years from the start of the Participant’s continuous leave of absence;

(iii)in the event of a Participant’s resignation, the last day of active employment will be the effective date of resignation; and

(iv)in the event of a Participant’s death, the last day of active employment means the date of the Participant’s death.

(cc)“Trust” means the trust established pursuant to the Trust Agreement;

(dd)“Trust Agreement” means an employee plan trust agreement between Employer and the Trustee and as the same may be amended, supplemented or restated from time to time;

(ee)“Trustee” means AST Trust Company or such other entity as may be appointed by the Administrator from time to time to act as Trustee;

(ff)“Vest” means the Vesting Date has occurred; and

(gg)“Vesting Date” has the meaning set out in Section 2.5.

Words importing the singular number only shall include the plural and vice versa and words importing the masculine shall include the feminine.

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1.3Administration

(a)The Plan shall be administered by the Administrator with the Employer being responsible for all costs relating to the administration of the Plan other than the Sale Expenses.

(b)Subject to the limitations of the Plan, the Administrator shall have the authority to:  (i) grant Restricted BPR Class A Shares to Eligible Persons; (ii) determine the terms, limitations, restrictions and conditions upon such grants, including vesting and exercise; (iii) interpret the Plan and adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Plan as it shall from time to time deem advisable; (iv) make all other determinations and take all other actions in connection with the implementation and administration of the Plan as it may deem necessary or advisable; and (v) delegate to any person or committee of persons any or all of its powers and authorities under the Plan.  The Administrator’s guidelines, rules, regulations, interpretations and determinations shall be conclusive and binding upon all Participants.

(c)The Administrator may accelerate the Vesting Date for any Restricted BPR Class A Shares at any time.

SECTION 2.        AWARDS OF RESTRICTED BPR CLASS A SHARES

2.1Eligibility

“Eligible Persons” include (i) officers or employees of  any member of the Brookfield Property Group and any of their respective Affiliates; and (ii) any other persons so designated by the Administrator, subject to applicable laws and regulations, including that Eligible Persons shall only include persons eligible to receive equity awards under an employee benefit plan (as defined in Rule 405 under the Securities Act of 1933, as amended) of BPR. Restricted BPR Class A Shares are granted under this Plan and awarded as follows:

(a)As elected by a Participant in lieu of a cash bonus payment pursuant to Section 2.2;

(b)As elected by the Administrator in lieu of a cash bonus payment to the Participant;

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(c)Additional discretionary compensation; or

(d)An incentive for joining BPY, BPR, Brookfield Property Group, or an Affiliate.

2.2Election by Participants to Receive Bonus Payment in Cash or Restricted BPR Class A Shares

Participants may have the opportunity to elect to receive all or a portion of the bonus to which they may be entitled, in the form of Restricted BPR Class A Shares.  Such election shall be made in accordance with the Administrator’s policies from time to time.

2.3Allotment of Restricted BPR Class A Shares

(a)Restricted BPR Class A Shares will be allocated pursuant to Section 2.1 above.

(b)The number of Restricted BPR Class A Shares to be allocated to each Participant will be calculated based on the dollar value of the amount allocated to the Plan for Restricted BPR Class A Shares pursuant to Section 2.1 divided by the Fair Market Value or such other manner as the Administrator may determine.  Amounts will be converted to U.S. dollars, as applicable, using the mid-market exchange rate on the Award Date or the average exchange rate for the five business days preceding the Award Date for awards approved during a Blackout Period.

(c)As soon as practicable after determining the number of Restricted BPR Class A Shares and any terms and conditions of the Restricted BPR Class A Shares to be granted to a Participant, the Administrator shall cause an agreement in writing to be given to the Participant advising the Participant as to the number of Restricted BPR Class A Shares  and any terms and conditions pertaining to the Restricted BPR Class A Shares granted to the Participant under the Plan or as determined by the Administrator from time to time in such form as may be approved by the Administrator from time to time (the “Award Agreement”). The grant of Restricted BPR Class A Shares is conditional on the Participant accepting the Award Agreement.

(d)As soon as practical after determining the number of Restricted BPR Class A Shares to be granted to a Participant, the Employer or an Affiliate shall transfer to the Trustee sufficient funds to allow the Trustee to purchase the corresponding number of BPR Class

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A Shares.  Upon receipt of such funds, the Trustee shall purchase BPR Class A Shares.  All purchases by the Trustee shall be at the Trustee’s sole discretion, and the Trustee shall control the time, amount and manner of all purchases of BPR Class A Shares.  The Trustee shall purchase BPR Class A Shares through the facilities of any stock market or exchange where the BPR Class A Shares are normally listed or sold.  The Employer or an Affiliate will pay all of the Purchase Expenses associated with the purchase of Restricted BPR Class A Shares.  The Participant will pay all of the Sale Expenses associated with the disposition of Restricted BPR Class A Shares.

(e)Restricted BPR Class A Shares granted to a Participant shall be credited to the Participant Account following the acquisition of the BPR Class A Shares by the Trust and the application of the terms and conditions determined pursuant to Section 2.3(c) to the Restricted BPR Class A Shares.  Upon Vesting the Restricted BPR Class A Shares shall be transferred to the Participant’s Custodial Restricted BPR Class A Shares Account.

(f)Any income earned in the Trust will be distributed to the Employer in the same calendar year in which it is received by the Trust.

2.4Distributions

(a)Unvested Restricted BPR Class A Shares.  The Participant shall receive the distributions on Restricted BPR Class A Shares in cash, less applicable taxes associated with the distribution, in accordance with local jurisdictions and tax legislation.  In the event the Termination Date of a Participant occurs prior to the Vesting Date of the Restricted BPR Class A Shares, the value of the distribution received on the unvested Restricted BPR Class A Shares shall be subject to a clawback.

(b)Vested Restricted BPR Class A Shares.  The Participant shall receive the distribution in cash, less applicable withholding taxes associated with the distribution.

2.5Vesting of Restricted BPR Class A Shares

Except as otherwise determined by the Administrator, Restricted BPR Class A Shares received in lieu of a Participant’s cash bonus pursuant to Section 2.1(a) will Vest immediately and all other Restricted BPR Class A Shares will Vest in equal installments of 20% on each of the first through fifth anniversaries of

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the Award Date unless otherwise specifically outlined at the time of the award (the “Vesting Date”).  Restricted BPR Class A Shares are held by the Custodian and remain subject to the restrictions under this Plan until the Vesting Date.

2.6Change in Employment Status

Except as otherwise determined by the Administrator, if a Participant ceases employment for any reason, all Restricted BPR Class A Shares which have not Vested on the Termination Date will be forfeited.

2.7Forfeiture of Restricted BPR Class A Shares

On the forfeiture of Restricted BPR Class A Shares pursuant to this Section, the BPR Class A Shares comprising the Restricted BPR Class A Shares shall be returned to the Trustee who may either sell such BPR Class A Shares on the market and pay the proceeds of such sale, or distribute the BPR Class A Shares to, the Employer or an Affiliate, as instructed by BPG.

SECTION 3.        GENERAL

3.1No Right to Service

Neither participation in the Plan nor any action under the Plan shall be construed to give any Participant a right to be retained in the service of the Employer.

3.2No Liability for Decrease in Value of BPR Class A Shares

The Employer, BPG, BPR, BPY and their Affiliates, and their directors and officers, shall not be liable to any Participant, beneficiary or legal representative of a Participant for any decrease in the value of a Restricted BPR Class A Share that may occur for any reason.

3.3Transferability of Awards

In no event may the rights or interests of a Participant be assigned, encumbered or transferred except:

(a)To the extent that rights may pass to a beneficiary or legal representative of a Participant pursuant to the terms of the Plan upon the death of a Participant;

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(b)As expressly approved by the Administrator; or

(c)After the Vesting Date.

3.4Currency

Amounts under this Plan are denominated in U.S. dollars.

3.5Withholdings

As a condition of the delivery of any Restricted BPR Class A Shares or cash pursuant to the Plan or the lifting or lapse of restrictions on any Restricted BPR Class A Shares, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of the Employer relating to an award:

(a)unless otherwise instructed by the Participant, the Employer shall deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to the Employer, whether or not pursuant to the Plan;

(b)the Employer shall be entitled to require that the Participant remit cash to the Employer (through payroll deduction or otherwise); or

(c)the Employer may enter into any other suitable arrangements to withhold, in each case in an amount sufficient in the opinion of the Employer to satisfy such withholding obligation.

The Trustee or Custodian shall withhold from payments under this Plan, if any, or may sell BPR Class A Shares held in a Participant’s Custodial Restricted BPR Class A Shares Account and use the proceeds to pay all amounts required to be withheld or remitted pursuant to applicable laws as determined by the Employer, in its sole discretion, to the extent the Participant does not remit such amounts to the Trustee on or before the applicable date.

Notwithstanding the foregoing, a Participant may elect to satisfy all or part of his or her withholding or income tax obligation by having the Employer withhold a portion of any Restricted BPR Class A Shares that he or she was previously awarded and have now Vested.  Such Restricted BPR Class A Shares shall be valued at their Fair Market Value on the date when the obligation to withhold arises.

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3.6Successors and Assigns

The Plan shall be binding on all successors and assigns of the Employer and a Participant, including without limitation, the beneficiary or legal representative of such Participant, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

3.7Amendment and Termination

The Administrator may amend, suspend or terminate the Plan at any time and in such manner and to such extent as it deems advisable. No such amendment or termination shall materially adversely affect the right of a Participant in respect of any Restricted BPR Class A Shares granted prior to the date of such amendment or suspension.

3.8Governing Law

The validity, construction and effect of the Plan and any actions taken or relating to the Plan shall be governed by and interpreted and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of law.

3.9Voting

The Participant is the owner of the BPR Class A Shares comprising the Restricted BPR Class A Shares and so is entitled to exercise voting rights and all other rights attaching to the ownership of BPY Shares, subject to the restrictions set out in this Plan.

3.10Section 83 Election

Each Participant agrees to notify the Employer in writing if such Participant makes the election provided for in Section 83(b) of the Code with respect to any award of Restricted BPR Class A Shares and to provide a copy of such election to the Employer.

3.11Section 409A

Compensation paid or deemed paid under this Plan to Participants who are subject to U.S. federal tax is intended to avoid the imposition of any additional taxes or penalties under Section 409A of the Code and the Plan shall be construed and interpreted to preserve the intended tax consequences of the Plan.

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If the Administrator determines that an award, Award Agreement, payment, distribution, or any other action contemplated by the provisions of the Plan would, if undertaken, cause a Participant to become subject to any additional taxes or other penalties under Section 409A of the Code, then unless the Administrator specifically provides otherwise, such award, Award Agreement, payment, distribution or other action shall not be given effect to the extent it causes such result and the related provisions of the Plan and/or Award Agreement will be deemed modified, or, if necessary, suspended in order to comply with the requirements of Section 409A of the Code to the extent determined appropriate by the Administrator, in each case without the consent of or notice to the Participant.

3.12Effective Date

The Plan was effective on February 20, 2019.

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