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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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BROOKFIELD PROPERTY REIT INC.

250 Vesey Street, 15th Floor
New York, New York 10281-1023

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 19, 2019

To our Stockholders:

        The 2019 Annual Meeting of Stockholders of Brookfield Property REIT Inc. (the "Company") will be held on June 19, 2019, at 11:00 a.m. Eastern Time. The Annual Meeting will be a virtual meeting conducted via live audio webcast that can be accessed by visiting www.virtualshareholdermeeting.com/BPR2019. At the meeting our stockholders will consider the following items of business:

1.

To elect nine directors to serve until the 2020 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;



2.

To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2019;



3.

To amend and restate our Third Amended and Restated Certificate of Incorporation (the "Charter") to authorize a new class of capital stock known as Class B-2 Stock, par value $0.01 per share (the "Class B-2 Stock");



4.

To amend and restate our Charter to reduce the rate of dividends payable on (i) the shares of the Company's Class B-1 Stock, par value $0.01 per share (the "Class B-1 Stock" and together with the Class B-2 Stock, the "Class B Stock"), from 10.0% per year of the liquidation amount per share (the "Class B Liquidation Amount") to 6.5% per year of the Class B Liquidation Amount effective as of June 26, 2019 and (ii) the shares of Company's Series B Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"), from 10.0% per year of the Class B Liquidation Amount to 8.65% per year of the Class B Liquidation Amount effective as of June 26, 2019;



5.

To amend and restate our Charter to clarify certain conversion mechanics relating to the Company's Class A Stock, par value $0.01 per share, acquired by Brookfield Property Partners L.P. ("BPY") or an affiliate of BPY;



6.

To amend and restate our Charter to eliminate authorized common stock, par value $0.01 per share and implement other ancillary amendments;



7.

To approve the Brookfield Property Group Restricted BPR Class A Stock Plan;



8.

To approve the Brookfield Property L.P. FV LTIP Unit Plan; and



9.

To transact other business properly coming before the meeting.

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        Each of these matters is described in further detail in the proxy statement that accompanies this notice. Only stockholders of record at the close of business on April 22, 2019 are entitled to vote at the meeting or any postponement or adjournment of the meeting.

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BROOKFIELD PROPERTY REIT INC.

250 Vesey Street, 15th Floor
New York, New York 10281-1023

2019 PROXY STATEMENT

GENERAL INFORMATION

        The Board of Directors ("Board") of Brookfield Property REIT Inc. is asking for your proxy for use at the 2019 annual meeting of our stockholders (the "Annual Meeting") to be held on June 19, 2019, at 11:00 a.m. Eastern Time, and at any postponement or adjournment of the meeting. The Annual Meeting will be a virtual meeting conducted via live audio webcast that can be accessed by visiting www.virtualshareholdermeeting.com/BPR2019. We are making this proxy statement (the "Proxy Statement") and related material available to our stockholders on or about April 30, 2019. In this Proxy Statement we refer to Brookfield Property REIT Inc. as "BPR," "we," "us," "our," or the "Company".

        Stockholders are being asked to vote at the Annual Meeting on the following items of business:

(1)

the election of nine directors to the Board;



(2)

the selection of Deloitte & Touche LLP ("Deloitte") as our independent registered public accounting firm for the year ending December 31, 2019;



(3)

the amendment and restatement of our Third Amended and Restated Certificate of Incorporation (the "Charter") to authorize a new class of capital stock known as Class B-2 Stock, par value $0.01 per share (the "Class B-2 Stock") (the "Class B-2 Amendment");



(4)

the amendment and restatement of our Charter to the reduce the rate of dividends payable on (i) the shares of the Company's Class B-1 Stock, par value $0.01 per share (the "Class B-1 Stock" and together with the Class B-2 Stock, the "Class B Stock"), from 10.0% per year of the liquidation amount per share (the "Class B Liquidation Amount") to 6.5% per year of the Class B Liquidation Amount effective as of June 26, 2019 and (ii) the shares of Company's Series B Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"), from 10.0% per year of the Class B Liquidation Amount to 8.65% per year of the Class B Liquidation Amount effective as of June 26, 2019 (the "Proposed Rate Amendment");



(5)

the amendment and restatement of our Charter to clarify certain conversion mechanics relating to the Company's Class A Stock, par value $0.01 per share (the "Class A Stock"), acquired by Brookfield Property Partners L.P. ("BPY") or an affiliate of BPY (the "Proposed Conversion Amendment");



(6)

the amendment and restatement of our Charter to eliminate the common stock and implement other ancillary amendments (the "Proposed Common Stock Amendment");



(7)

the approval of the Brookfield Property Group Restricted BPR Class A Stock Plan;



(8)

the approval of the Brookfield Property L.P. FV LTIP Unit Plan; and



(9)

such other business as may properly come before the meeting.

        This Proxy Statement summarizes the information you need to know in order to vote on these proposals in an informed manner.

Use of the Internet

        Pursuant to rules adopted by the Securities and Exchange Commission ("SEC"), we have elected to provide access to our proxy materials for the Annual Meeting, including this Proxy Statement and our annual report for the year ended December 31, 2018 on Form 10-K (the "Annual Report"), on the

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Internet. Accordingly, on or about April 30, 2019, we will begin mailing a Notice of Internet Availability of Proxy Materials ("Notice") to all of the Company's stockholders of record and beneficial owners as of the record date for the Annual Meeting. The Notice will include instructions on how you may access the proxy materials for the Annual Meeting at www.proxyvote.com. Stockholders will not receive printed copies of the proxy materials for the Annual Meeting unless they request them, in which case printed copies of the proxy materials and a paper proxy card will be provided at no charge. Any stockholder may request to receive the proxy materials for the Annual Meeting in printed form by mail or electronically by e-mail by contacting us at bpy.enquiries@brookfield.com prior to June 5, 2019 in order to receive the materials in advance of the Annual Meeting. We encourage you to take advantage of the availability of the Company's proxy materials on the Internet in order to lower our printing and delivery costs and help reduce the environmental impact of the Annual Meeting.

        We have elected this year to hold the Annual Meeting virtually via the Internet. Stockholders who choose to attend the Annual Meeting will do so by accessing a live audio webcast of the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/BPR2019. At this website, stockholders will be able to listen to the Annual Meeting live, submit questions and submit their vote while the Annual Meeting is being held. We believe hosting the Annual Meeting virtually will enable increased stockholder attendance from locations around the world and will encourage more active stockholder engagement and participation at the Annual Meeting. Please see "How do I attend the Annual Meeting?" below for more information.

ABOUT THE MEETING

Who is entitled to vote?

        The Board has fixed the close of business (Eastern Time) on April 22, 2019 (the "Record Date"), as the record date to determine who is entitled to receive notice of and to vote at the Annual Meeting. There were 97,014,250 shares of Class A Stock, 323,641,838 shares of Series B Preferred Stock, 127,449,295 shares of Class B-1 Stock and 640,051,301 shares of Class C Stock, par value $0.01 per share (the "Class C Stock"), outstanding on the Record Date, each entitled to one vote with respect to the election of each director nominee and one vote on each of the other proposals presented for stockholder action at the Annual Meeting. Only stockholders of record at the close of business on the Record Date are entitled to receive notice of and to vote at the Annual Meeting and any and all adjournments or postponements thereof.

How do I attend the Annual Meeting?

        All BPR stockholders of record at the close of business on the Record Date, or their designated proxies, may attend and participate in the Annual Meeting. Even if you plan to attend the Annual Meeting, you are encouraged to vote on the Internet, by telephone or by mail before the Annual Meeting, to ensure that your vote will be counted. Please see "How do I vote my shares?" and "Can I change my vote?" below for voting instructions.

        To attend and participate in the Annual Meeting, stockholders will need to access the live audio webcast of the meeting. To do so, stockholders of record will need to visit www.virtualshareholdermeeting.com/BPR2019 and use their 16-digit control number provided in the Notice to login to this website, and beneficial owners of shares held in street name will need to follow the instructions provided by the broker, bank or other nominee that holds their shares. We encourage stockholders to login to this website and access the webcast before the Annual Meeting's start time. Further instructions on how to attend, participate in and vote at the Annual Meeting, including how to demonstrate your ownership of our stock as of the record date, are available at www.proxyvote.com.

        Submitting your proxy before the Annual Meeting will not affect your right to vote at the Annual Meeting if you decide to attend; however, your attendance at the Annual Meeting after having

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submitted a valid proxy will not in and of itself constitute a revocation of your proxy. In order to do so, you must submit an online vote during the webcast of the Annual Meeting reflecting your new vote. Please see "Can I change my vote?" below for further detail.

What are the Board's voting recommendations?

        The Board recommends that you vote your shares FOR the election of each of the nominees to the Board (Proposal 1), FOR the ratification of the independent registered public accounting firm (Proposal 2), FOR the Proposed Class B-2 Amendment (Proposal 3), FOR the Proposed Rate Amendment (Proposal 4), FOR the Proposed Conversion Amendment (Proposal 5), FOR the Proposed Common Stock Amendment (Proposal 6), FOR the approval of the Brookfield Property Group Restricted BPR Class A Stock Plan (Proposal 7) and FOR the approval of the Brookfield Property L.P. FV LTIP Unit Plan (Proposal 8).

What matters are to be voted on at the Annual Meeting and what are the required votes?

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        BPY has informed the Company that it intends to vote, or cause to be voted, the shares of Class B-1 Stock, Series B Preferred Stock and Class C Stock it owns, directly or indirectly, in favor of each of the Proposals. Because BPY owns, directly or indirectly, a majority of the voting power of the outstanding shares of capital stock of the Company and all of the outstanding shares of the Class B-1 Stock, Series B Preferred Stock and Class C Stock, it has the power to approve each Proposal.

How do I vote my shares?

        Stockholders of Record.    If you are a "record" holder of our shares (that is, if you hold your stock in your own name in the Company's stock records maintained by our transfer agent), you may vote in any one of the following ways:

•

On the Internet.  You may vote on the Internet in one of two ways: (1) you may vote by proxy before the Annual Meeting starts by visiting www.proxyvote.com and following the instructions in the Notice; or (2) you may vote during the Annual Meeting by attending the live audio webcast at www.virtualshareholdermeeting.com/BPR2019 and following the instructions in the Notice.



•

By Telephone.  If you request printed copies of the proxy materials for the Annual Meeting, you may vote by proxy by calling the toll-free number found on the proxy card delivered with these proxy materials.



•

By Mail.  If you request printed copies of the proxy materials for the Annual Meeting, you may vote by proxy by completing the proxy card delivered with these proxy materials and mailing it in the envelope provided.

        Votes submitted by proxy on the Internet or by telephone must be received by 11:59 p.m. Eastern Time on the day before the Annual Meeting to be counted. Votes submitted on the Internet during the Annual Meeting by stockholders attending the meeting and votes submitted by mail must be received no later than the close of voting at the Annual Meeting to be counted.

        Beneficial Owners of Shares Held in Street Name.    If you hold shares of our Company in "street name" (that is, through a broker, bank or other nominee), you will need to obtain a voting instruction form from the institution that holds your shares and follow the voting instructions and submission deadlines on that form. The availability of Internet, telephone, mail or other methods to vote your shares by proxy will depend on the voting processes of the broker, bank or other nominee that holds your shares.

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What happens if I don't provide voting instructions?

        Stockholders of Record.    If you are a stockholder of record at the close of business on the Record Date and you submit a valid proxy that does not provide voting instructions with respect to your shares, all shares represented by your proxy will be voted FOR the election of each of the nominees to the Board (Proposal 1), FOR the ratification of the independent registered public accounting firm (Proposal 2), FOR the Proposed Class B-2 Amendment (Proposal 3), FOR the Proposed Rate Amendment (Proposal 4), FOR the Proposed Conversion Amendment (Proposal 5), FOR the Proposed Common Stock Amendment (Proposal 6), FOR the approval of the Brookfield Property Group Restricted BPR Class A Stock Plan (Proposal 7) and FOR the approval of the Brookfield Property L.P. FV LTIP Unit Plan (Proposal 8).

        Beneficial Owners of Shares Held in Street Name.    If you hold shares of our Company in "street name" it is important that you provide the broker, bank or other nominee who holds your shares with voting instructions on the matters to be voted on at the meeting. With respect to the election of directors (Proposal 1), the Proposed Class B-2 Amendment (Proposal 3), the Proposed Rate Amendment (Proposal 4), the Proposed Conversion Amendment (Proposal 5), the Proposed Common Stock Amendment (Proposal 6), the approval of the Brookfield Property Group Restricted BPR Class A Stock Plan (Proposal 7) and the approval of the Brookfield Property L.P. FV LTIP Unit Plan (Proposal 8), your broker or other institution generally will not be able to vote your shares unless you provide voting instructions. With respect the ratification of the independent registered public accounting firm (Proposal 2), your broker or other nominee in certain circumstances may be able to vote your shares in its discretion without voting instructions from you.

Can I change my vote?

        Stockholders of Record.    If you are a stockholder of record at the close of business on the Record Date, you may revoke a previously submitted proxy and change your vote by taking any one of the following actions:

•

Later-Dated Vote.  You may revoke a previously submitted proxy by submitting a later-dated vote on the Internet (either before or during the Annual Meeting), by telephone or by mail.



•

Written Notice.  You may revoke a previously submitted proxy by sending or otherwise delivering a written notice of revocation to the attention of our Secretary at the address of our principal executive offices.

        To be effective, any later-dated vote must be received by the applicable deadline for the voting method used, as described above, and any written notice of revocation must be received no later than the close of voting at the Annual Meeting. Only your latest-dated vote that is received by the deadline applicable to the voting method used will be counted.

        Beneficial Owners of Shares Held in Street Name.    If you hold our shares in "street name," you will need to contact the institution that holds your shares and follow its instructions for revoking your proxy.

How will the proxy holders vote?

        The persons named in the accompanying proxy intend to vote the shares represented by all properly executed and unrevoked proxies received by them in accordance with the instructions on each proxy. If no instructions are given, they will vote FOR the election of each of the nominees to the Board (Proposal 1), FOR the ratification of the independent registered public accounting firm (Proposal 2), FOR the Proposed Class B-2 Amendment (Proposal 3), FOR the Proposed Rate Amendment (Proposal 4), FOR the Proposed Conversion Amendment (Proposal 5), FOR the Proposed Common Stock Amendment (Proposal 6), FOR the approval of the Brookfield Property Group

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Restricted BPR Class A Stock Plan (Proposal 7) and FOR the approval of the Brookfield Property L.P. FV LTIP Unit Plan (Proposal 8). If any other matters come before the Annual Meeting, your proxy grants the individuals named in the proxy the discretion to vote on such matters.

What constitutes a quorum for the Annual Meeting?

        If a majority of the voting power of the Company's capital stock entitled to vote generally on the election of directors on the Record Date are present in person or represented by proxy at the Annual Meeting, we will have a quorum, permitting the conduct of business at the Annual Meeting. As of the Record Date, we had 97,014,250 shares of Class A Stock, 323,641,838 shares of Series B Preferred Stock, 127,449,295 shares of Class B-1 Stock, and 640,051,301 shares of Class C Stock outstanding and entitled to vote on the election of directors. When specified business is to be voted on by one or more classes or series of stock voting separately, the holders of the majority of the shares of such class or classes or series shall constitute a quorum of such class or classes or series for the transaction of such business. Abstentions and broker non-votes are counted as present in person or represented by proxy for purposes of determining whether a quorum exists.

Who will bear the costs of soliciting votes for the meeting?

        Your proxy is being solicited by the Board on behalf of the Company. The Company will bear the entire cost of the solicitation of proxies from its stockholders. Solicitations will be made primarily through the Notice and the solicitation materials made available on the Internet or via e-mail or in print to those who request copies, but may be supplemented by telephone, mail, e-mail or personal solicitation by our directors or officers, who will not receive any additional compensation for such solicitation activities. We will provide copies of solicitation materials to brokers, banks and other nominees holding in their names shares of our stock that are beneficially owned by others for forwarding to the beneficial owners of those shares who have requested printed materials and we will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to our stockholders.

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PROPOSAL 1
ELECTION OF DIRECTORS

        Each of the Company's directors serves for a one-year term and is subject to annual election by the stockholders. Accordingly, the stockholders will be asked to elect nine directors at the Annual Meeting. Each director will hold office until the 2020 Annual Meeting of Stockholders, and until a successor is duly elected and qualified, or until his or her earlier death, resignation or removal.

        The Board, based on the recommendation of the Governance and Nominating Committee, has nominated Caroline M. Atkinson, Jeffrey M. Blidner, Soon Young Chang, Richard B. Clark, Omar Carneiro da Cunha, Scott R. Cutler, Stephen DeNardo, Louis J. Maroun and Lars Rodert to be elected to serve on the Board, each until the 2020 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified.

        Each of the nominees is currently a director of our Company and has agreed to stand for election, be named in this Proxy Statement and to serve on the Board if elected. If, prior to the Annual Meeting, a nominee should become unavailable to serve, the shares represented by a properly executed and returned proxy will be voted for such additional person as shall be designated by the Board, unless the Board determines to reduce the number of directors or to leave a vacant seat on the Board in accordance with the Company's Charter and Amended and Restated Bylaws (the "Bylaws"), as then in effect. During the course of a term, the Board may appoint a new director to fill any vacant seat. In that event, the newly appointed director would complete the term of the director he or she replaced or, if appointed to fill a vacancy caused by an increase to the size of the Board, serve until the next annual meeting of our stockholders.

Director Nominees

        The nominees for the Board are set forth below, along with a description of their professional backgrounds. Each of these director nominees currently serves on the Board of the general partner of our parent company, BPY, (the "BPY General Partner"). We believe each of these nominees contributes to the Board's effectiveness as a whole based on the wealth of executive leadership experience they bring to the Board, as well as the other specific attributes, qualifications and skills described below. All nominees have agreed to serve if elected.

        Ms. Atkinson is a Senior Adviser to Rock Creek investment firm in Washington D.C., a trustee of the International Institute of Strategic Studies in London and a director of the BPY General Partner. Ms. Atkinson is an Oxford-trained economist with more than two decades as a senior policy-maker in international economics and finance and as an executive in technology. She has held senior positions at Google, the U.S. government, the International Monetary Fund (IMG) and the Bank of England. Most recently Ms. Atkinson was Head of Global Policy for Google Inc. Prior to joining Google, Ms. Atkinson worked for President Barack Obama as the Deputy National Security Adviser for International Economics at the White House. She was the President's personal representative to major international economic summits, including the G-7/8 and the G-20. She was also the Advisor to Treasury Secretaries Robert Rubin and Lawrence Summers. She has advised leading U.S. companies on global business and economic issues. Ms. Atkinson is a Member of the Board Executive Committee for the Peterson Institute for International Economics, and a Member of the Council on Foreign Relations and the Economic Club of New York. The Board nominated Ms. Atkinson to serve as a director based, among other factors, on her experience in international economics and finance.

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        Mr. Blidner is a Vice Chairman of Brookfield Asset Management Inc. ("Brookfield Asset Management") and is responsible for strategic planning and fundraising. Mr. Blidner is also Chief Executive Officer of Brookfield Asset Management's Private Funds Group, Chairman and a director of the general partner of each of Brookfield Business Partners L.P. and Brookfield Renewable Partners L.P. and a director of Brookfield Asset Management, the BPY General Partner and the general partner of Brookfield Infrastructure Partners L.P. Mr. Blidner also served as a board member for Rouse Properties, Inc. from 2012 to 2016. Prior to joining Brookfield Asset Management in 2000, Mr. Blidner was a senior partner at a Canadian law firm. The Board nominated Mr. Blidner to serve as a director based, among other factors, on his knowledge of the Company and his experience in board governance.

        Dr. Chang is a member of the board of directors of Dubai World and the BPY General Partner. Dr. Chang serves as Senior Advisor to the Investment Corporation of Dubai, providing strategic counsel and lending his global perspective to the investment arm of the Dubai Government. Dr. Chang is the founder and chairman of Midas International Asset Management Company, an international asset management fund which manages over $5 billion. He is also a founding partner of Sentinel Advisor, a New York-based arbitrage fund. Dr. Chang has served as an advisor to a variety of financial institutions, including Korea National Pension Corporation, Hyundai International Merchant Bank and Templeton-Ssangyong Investment Trust Company. Dr. Chang received his Master's and Doctoral degrees from George Washington University and has authored many books and articles on the subject of financial engineering. The Board nominated Dr. Chang to serve as a director based, among other factors, on his knowledge of the Company and his experience in asset management and international finance.

        Mr. Clark is a Managing Partner of Brookfield Asset Management and Chairman of the board of directors of the Company and the BPY General Partner. He has over 30 years of real estate experience. Mr. Clark has been employed by Brookfield Asset Management and its predecessors since 1984 in various senior roles including President and Chief Executive Officer of Brookfield Property Group LLC ("BPG") and BPY. Mr. Clark holds a Bachelor of Science in Business from the Indiana University of Pennsylvania. Mr. Clark served on the board of directors of GGP Inc. ("GGP") prior to its acquisition by BPY. The Board nominated Mr. Clark to serve as a director based, among other factors, on his knowledge of the Company and his experience in commercial real estate and development.

        Mr. Cunha is a Senior Partner with Dealmaker Ltd., a consultancy and M&A advisory firm, with a focus in telecommunications, information technology, oil & gas and retail, and has also been a Senior Partner of BOND Consultoria Empresarial e Participacoes since 1994. Mr. Cunha is a director of the BPY General Partner. He was the Chairman of "Bob's", a Brazilian fast food company, from 1995 to 2008, a director of the Energisa Group since 1996, and a director of Grupo Libra since 2010. In 2005, Mr. Cunha was the Deputy Chairman and Chief Executive Officer of VARIG Brazilian Airline. From 1995 to 1998, Mr. Cunha was the President of AT&T Brasil and a member of the Management Committee of AT&T International. Prior to that, Mr. Cunha worked for 27 years in Brazil and abroad for the Royal Dutch/Shell Group, and was President of Shell Brasil, Billiton Metals and Shell Quimica from 1991 to 1994. Mr. Cunha is currently a member of the board of Cultura Inglesa S/A and of the American Chamber of Commerce for Brazil. The Board nominated Mr. Cunha to serve as a director

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based, among other factors, on his knowledge of the Company and his experience in board governance in the telecommunications, technology, energy and retail sectors.

        Mr. Cutler is a director of the BPY General Partner. He was the Senior Vice President, Americas at eBay from 2017 to 2019, where he oversaw the Americas business unit, including the United States, Latin America, and Canada. Mr. Cutler joined eBay as President of eBay's StubHub business in April 2015 after nine years as an Executive Vice President at the New York Stock Exchange ("NYSE"). During his tenure at NYSE, Mr. Cutler transformed it into the number one global exchange and was responsible for over $1 trillion in capital raised and helped to take public some of the world's most iconic brands of the last decade. Mr. Cutler holds a B.S. degree in Economics from Brigham Young University ("BYU") and a J.D. from the University of California, Hasting College of Law. He also serves on the board of the Mental Health Association of New York City and is a trustee on the National Advisory Committee for BYU. The Board nominated Mr. Cutler to serve as a director based, among other factors, on his experience in technology and international business.

        Mr. DeNardo is currently managing director and president and CEO of RiverOak Investment Corp., LLC and has held this position since 1999. He is also a director of the BPY General Partner and Chairman of its Audit Committee. From 1997 to 1999 he was Partner and Senior Vice President of ING Realty Partners, where he managed a $1 billion portfolio. Prior to his employment with ING Realty Partners, he was President of ARES Realty Capital from 1991 to 1997, where he managed a $5 billion portfolio of diversified debt and equity assets. Before joining ARES Realty Capital, he was a Partner at First Winthrop Corporation. Mr. DeNardo has held a license as a Certified Public Accountant since 1978 and has a B.S. in Accounting from Fairleigh Dickinson University. The Board nominated Mr. DeNardo to serve as a director based, among other factors, on his knowledge of the Company, his financial acumen and his experience in commercial real estate and asset management.

        Mr. Maroun is the Founder and Chairman of Sigma Real Estate Advisors and Sigma Capital Corporation, which specializes in international real estate advisory services. Prior to this role, Mr. Maroun was the Executive Chairman of ING Real Estate Canada and held executive positions in a number of real estate companies where he was responsible for overseeing operations, real estate transactions, asset and property management, as well as many other related functions. Mr. Maroun is a director of the BPY General Partner and Chair of its Governance and Nominating Committee. Mr. Maroun also is on the board of directors of the general partner of Brookfield Renewable Energy Partners L.P. and Summit Industrial Income REIT. Previously, Mr. Maroun served on the board of ThermoCeramix Corp. from 2014 to 2016. Mr. Maroun graduated from the University of New Brunswick in 1972 with a Bachelor's degree, followed by a series of post graduate studies and in January of 2007, after a long and successful career in investment real estate, Mr. Maroun was elected to the position of Fellow of the Royal Institute of Chartered Surveyors The Board nominated Mr. Maroun to serve as a director based, among other factors, on his knowledge of the Company and his experience in commercial real estate and board governance.

        Mr. Rodert is the founder and CEO of ÖstVäst Capital Management ("OVCM") and is a director of the BPY General Partner and its Lead Independent Director. Mr. Rodert has 30 years of experience in global investment industry. Prior to OVCM, Mr. Rodert spent 11 years as a Global Investment Manager for IKEA Treasury. Before joining IKEA Treasury, Mr. Rodert was with SEB Asset

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Management for 10 years as CIO and responsible for SEB Global Funds ("SEB"). Prior to SEB, Mr. Rodert spent 10 years in North America with five years at Investment Bank Gordon Capital and five years as a partner with a private investment holding company, Robur et. Securitas. Mr. Rodert is a director of PCCW Limited, an information and communications technology company. Mr. Rodert holds a Master of Science Degree in Business and Economics from Stockholm University. The Board nominated Mr. Rodert to serve as a director based, among other factors, on his knowledge of the Company and his experience in commercial real estate and board governance.

Election of Directors

        To be elected, the votes cast in favor of the election of a nominee must exceed the votes cast against the election of that nominee. The holders of our Class A Stock, Series B Preferred Stock, Class B-1 Stock and Class C Stock, voting together as a single class, are entitled to vote on the election of directors. Under Delaware law, if an incumbent director is not re-elected, the director will continue to serve on the Board as a "holdover director." If any incumbent director is not re-elected, under our Corporate Governance Guidelines and our Bylaws, the director is required to tender his or her resignation for consideration by the Board. The Chairman of the Board will review any submitted resignation and the Governance and Nominating Committee will consider the resignation, evaluating the best interest of the Company and its stockholders, and make a recommendation to the Board on whether to accept or reject the resignation.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE
FOR EACH OF THE NINE DIRECTOR NOMINEES (ITEM 1 ON THE PROXY CARD).

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PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We are asking our stockholders to ratify the appointment of Deloitte as our independent registered public accounting firm for our fiscal year ending December 31, 2019. Deloitte has served as the Company's independent registered public accounting firm for the fiscal years ended December 31, 2001 through 2018.

        Although ratification by stockholders is not required by our organizational documents or other applicable law, the Audit Committee has determined that a policy of requesting ratification by stockholders of its selection of an independent registered public accounting firm is a matter of good corporate practice. If stockholders do not ratify the selection, the Audit Committee may reconsider the selection of Deloitte. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interest of the Company and its stockholders.

Independent Registered Public Accounting Firm Fees and Services

        The following table presents the fees paid by the Company to Deloitte during the periods presented:

Audit Committee's Pre-Approval Policies and Procedures

        We have adopted written policies that provide that the Audit Committee is to pre-approve all audit services and permitted non-audit services to be performed for us by our independent registered public accounting firm in accordance with applicable law. During the fiscal year ended December 31, 2018, all audit and non-audit services provided to us by Deloitte were pre-approved by the Audit Committee.

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Ratification of Selection of Independent Registered Public Accounting Firm

        Ratification of this Proposal 2 requires the affirmative vote of the holders of a majority of the voting power of the outstanding shares of our Class A Stock, Series B Preferred Stock, Class B-1 Stock and Class C Stock present in person or by proxy at the Annual Meeting and entitled to vote on this Proposal 2, voting together as a single class.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE
FOR THIS PROPOSAL (ITEM 2 ON THE PROXY CARD).

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PROPOSAL 3
PROPOSAL TO AMEND AND RESTATE OUR CHARTER
TO AUTHORIZE THE CLASS B-2 STOCK

        The Board has approved, adopted and declared advisable, and recommends for your approval and adoption, an amendment to our Charter to authorize the Class B-2 Stock and establish the rights, powers, preferences, privileges, restrictions and other matters relating to the Class B-2 Stock. The following description of the Class B-2 Stock sets forth certain general terms and provisions of Class B-2 Stock. The Company expects that the Class B-2 Stock will be issued to BPY or its affiliates.

        All capitalized terms used in this section "Proposal 3—Proposal to Amend our Charter to Authorize the Class B-2 Stock" but not defined in this Proxy Statement shall have the definitions prescribed to such terms in our Fourth Amended and Restated Certificate of Incorporation, which is attached as Appendix A to this Proxy Statement and is incorporated herein by reference.

Voting Rights

        Except as otherwise expressly provided in our Charter or as required by law, the holders of Class B-2 Stock shall not have voting rights with respect to any matter submitted for stockholder approval.

Dividends

        Pursuant to our Charter and subject to the prior rights of holders of all the Class A Stock, each share of Class B-2 Stock will entitle its holder to cumulative cash dividends per share at a rate of 10.0% per year of the Class B Liquidation Amount per share, with such Class B Liquidation Amount per share equal to $21.39, until June 25, 2019 and a rate of 6.5% per year of the Class B Liquidation Amount per share effective June 26, 2019. Dividends on the Class B-2 Stock may also be paid by an in-kind distribution of additional shares of Class B-2 Stock, with a Liquidation Preference equal to the Class B Liquidation Amount, or of any other class of shares of the Company's capital stock ranking junior to the Class A Stock. Dividends on the Class B-2 Stock shall be cumulative and shall be payable quarterly in arrears. The dividend rights of the Class B-2 Stock are also subject to the prior rights of the holders of Series A Preferred Stock.

        Notwithstanding the foregoing, except for distributions to holders of Class B-2 Stock in shares of any other class or series of stock of the Company ranking junior to the Class A Stock, holders of the Class B-2 Stock will not be entitled to receive dividends, redemptions or other distributions: (i) unless and until (a) the Company has paid the aggregate dividends owed to the holders of Class A Stock and (b) the Dividend Coverage Ratio is equal to or greater than 1.25:1, (ii) if any Tendering Class A Shareholder has not received the cash or limited partnership units of BPY ("BPY units") due under our Charter upon exchange or (iii) if holders of Class A Stock are owed cash in the event of an adjustment to the Conversion Factor.

Liquidation

        Upon any liquidation, dissolution or winding up of the Company or its operating partnership, BPR OP, LP (the "Operating Partnership"), whether or not substantially concurrent with the liquidation, dissolution or winding up of BPY, and after the payment of the full amount due to any Tendering Class A Shareholders and the holders of Class A Stock, and before any distribution or payment shall be made to the holders of Series B Preferred Stock and Class C Stock, the holders of Class B-2 Stock shall be entitled to a cash amount, for each share of Class B-2 Stock, equal to the Class B Liquidation Amount per share, plus all accrued and unpaid dividends. If, upon any such liquidation, dissolution or winding up, the assets of the Company are insufficient to make such payment

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in full, then the assets of the Company will be distributed among the holders of Class B-2 Stock ratably in proportion to the full amounts which they would otherwise be respectively entitled to receive.

Power to Increase or Decrease the Authorized Number of Shares of Class B-2 Stock

        The Fourth Amended and Restated Certificate of Incorporation of the Company authorizes the Company to issue up to 965,000,000 shares of Class B-2 Stock. The authorized shares of Class B-2 Stock may not be increased or decreased without the affirmative vote of the holders of a majority of the outstanding shares of Class B-2 Stock voting separately as a class, in accordance with Section 242(b)(2) of the Delaware General Corporate Law.

Power to Issue Additional Shares of Class B-2 Stock

        The BPR board will be authorized to issue shares of Class B-2 Stock without stockholder approval.

Transfer Restrictions

        In order to qualify as a real estate investment trust under the Internal Revenue Code of 1985, as amended (the "Code"), for a taxable year, certain ownership requirements must be satisfied by the Company. In order to meet these requirements, our Charter contains, and the Fourth Amended and Restated Certificate of Incorporation will contain, provisions which limit the value of the Company's stock that a stockholder may own, or be deemed to own, by virtue of the applicable attribution provisions of the Code. The ownership limit is set at 9.9% of the number or value, whichever is more restrictive, of the outstanding shares of capital stock. The Board, in its sole and absolute discretion, may waive the ownership limit in certain circumstances. If shares of capital stock in excess of the ownership limit, or shares which would cause the Company to be beneficially owned by fewer than 100 persons, are issued or transferred to any person, such issuance or transfer shall be null and void and the intended transferee will acquire no rights to such shares.

Listing and Transfer Agent

        BPR does not anticipate that the Class B-2 Stock will be listed. The transfer agent and registrar for the Class B-2 Stock is expected to be American Stock Transfer & Trust Company, LLC, Brooklyn, New York.

        The general description of the Proposed Class B-2 Amendment and the Class B-2 Stock set forth above is qualified in its entirety by reference to the text of the Fourth Amended and Restated Certificate of Incorporation, which is attached as Appendix A to this Proxy Statement and is incorporated herein by reference. For convenience of reference, a copy of the Fourth Amended and Restated Certificate of Incorporation showing the changes to our Charter, including the changes to Section B of Article IV and Exhibit B of our Charter by the Proposed Class B-2 Amendment, with deleted text shown in strikethrough and added text shown as underlined, is attached to this Proxy Statement as Appendix B.

        The approval of this Proposal 3 is not conditioned on the approval of Proposals 4, 5 and 6. If each or any of Proposals 3, 4, 5 and 6 are approved by the stockholders, we currently intend to cause the Fourth Amended and Restated Certificate of Incorporation to be promptly filed with the Secretary of State of the State of Delaware to enact the proposals that have been approved by the stockholders. The Fourth Amended and Restated Certificate of Incorporation will be effective on June 26, 2019, pursuant to Article XVII of the Fourth Amended and Restated Certificate of Incorporation. If this Proposal 3 is not approved by the stockholders but Proposals 4, 5 and 6 are approved by the stockholders, then the Company intends to file with the Secretary of State of the State of Delaware a Fourth Amended and Restated Certificate of Incorporation that effects the amendments contemplated by Proposals 4, 5 and 6, and the Proposed Class B-2 Amendment will not become effective. If the

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stockholders approve the amendments contemplated by this Proposal 3, the Board retains the discretion to abandon and not implement such amendments. If the Board exercises this discretion, it will publicly disclose that fact and the reasons for its determination.

        Approval of this Proposal 3 requires the affirmative vote of the holders of: (i) two-thirds of the voting power of the outstanding shares of our Class A Stock, Series B Preferred Stock, Class B-1 Stock and Class C Stock, voting together as a single class; (ii) two-thirds of the voting power of the outstanding shares of our Series B Preferred Stock and Class B-1 Stock, voting together as a single class; (iii) a majority of voting power of the outstanding shares of our Series B Preferred Stock, voting separately; (iv) a majority of the voting power of the outstanding shares of our Class B-1 Stock, voting separately; and (v) two-thirds of the voting power of the outstanding shares of our Class C Stock, voting as a separate class.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE
FOR THE PROPOSED CLASS B-2 AMENDMENT (ITEM 3 ON THE PROXY CARD).

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PROPOSAL 4
PROPOSAL TO AMEND AND RESTATE OUR CHARTER TO DECREASE THE
DIVIDEND RATE PAYABLE ON THE CLASS B-1 STOCK AND SERIES B PREFERRED STOCK

        The Board has approved, adopted and declared advisable, and recommends for your approval and adoption, an amendment to our Charter to decrease the dividend rate payable on the (i) Class B-1 Stock from 10.0% per year of the Class B Liquidation Amount per share to 6.5% per year of the Class B Liquidation Amount effective as of June 26, 2019, and (ii) the Series B Preferred Stock from 10.0% per year of the Class B Liquidation Amount per share to 8.65% per year of the Class B Liquidation Amount effective June 26, 2019.

        The general description of the Proposed Rate Amendment set forth above is qualified in its entirety by reference to the text of the Fourth Amended and Restated Certificate of Incorporation, which is attached as Appendix A to this Proxy Statement and is incorporated herein by reference. For convenience of reference, a copy of the Fourth Amended and Restated Certificate of Incorporation showing the changes to our Charter, including the changes to Subsection (1) of Section C of Article IV of our Charter by the Proposed Rate Amendment, with deleted text shown in strikethrough and added text shown as underlined, is attached to this Proxy Statement as Appendix B.

        The approval of this Proposal 4 is not conditioned on the approval of Proposals 3, 5 and 6. If each or any of Proposals 3, 4, 5 and 6 are approved by the stockholders, we currently intend to cause the Fourth Amended and Restated Certificate of Incorporation to be promptly filed with the Secretary of State of the State of Delaware to enact the proposals that have been approved by the stockholders. The Fourth Amended and Restated Certificate of Incorporation will be effective on June 26, 2019, pursuant to Article XVII of the Fourth Amended and Restated Certificate of Incorporation. If this Proposal 4 is not approved by the stockholders but Proposals 3, 5 and 6 are approved by the stockholders, then the Company intends to file with the Secretary of State of the State of Delaware a Fourth Amended and Restated Certificate of Incorporation that effects the amendments contemplated by Proposals 3, 5 and 6, and the Proposed Rate Amendment will not become effective. If the stockholders approve the amendments contemplated by this Proposal 4, the Board retains the discretion to abandon and not implement such amendments. If the Board exercises this discretion, it will publicly disclose that fact and the reasons for its determination.

        Approval of this Proposal 4 requires the affirmative vote of the holders of: (i) a majority of the voting power of the outstanding shares of our Class A Stock, Series B Preferred Stock, Class B-1 Stock and Class C Stock, voting together as a single class; (ii) two-thirds of the voting power of the outstanding shares of our Series B Preferred Stock and Class B-1 Stock, voting together as a single class; (iii) a majority of the voting power of the outstanding shares of our Series B Preferred Stock, voting separately; and (iv) a majority of the voting power of the outstanding shares of our Class B-1 Stock, voting separately.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE
FOR THE PROPOSED RATE AMENDMENT (ITEM 4 ON THE PROXY CARD).

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PROPOSAL 5
PROPOSAL TO AMEND AND RESTATE OUR CHARTER TO CLARIFY
CERTAIN CONVERSION MECHANICS RELATING TO THE CLASS A
STOCK ACQUIRED BY BPY OR AN AFFILIATE OF BPY

        The Board has approved, adopted and declared advisable, and recommends for your approval and adoption, an amendment to our Charter to provide that BPY or an affiliate of BPY may satisfy the Exchange Right and to clarify that the timing of the conversion mechanics relating to the Class A Stock acquired by BPY or an affiliate of BPY so that all Class A Stock acquired by BPY pursuant to subsection C(3)(f) of Article IV of our Charter shall automatically, and without further action required, be converted into fully paid and non-assessable shares of Class B-1 Stock as of the date such Tendered Class A Shares are received by BPY or an affiliate, or, if such date is not a Trading Day, the most recent Trading Day. To complement these conversion mechanics, this Proposal 5 also includes an amendment to our Charter's definition of "Specified Exchange Date" and uses "Exchange Date" as a new defined term to provide that a Tendering Class A Shareholder's Exchange Right may be satisfied by the delivery of the applicable Cash Amount or BPY Units Amount on a date that is prior to the tenth Business Day following such Tendering Class A Shareholder's delivery of a Notice of Exchange. The Proposed Conversion Amendment is for administrative purposes and does not impact the ability of the holders of Class A Stock to exchange their shares of Class A Stock for BPY Units or cash, as applicable.

        All capitalized terms used in this section "Proposal 5—Proposal to Amend our Charter to Clarify Certain Conversion Mechanics Relating to the Class A Stock Acquired by BPY or an Affiliate of BPY" but not defined in this Proxy Statement shall have the definition prescribed to such terms in our Fourth Amended and Restated Certificate of Incorporation.

        The general description of the Proposed Conversion Amendment set forth above is qualified in its entirety by reference to the text of the Fourth Amended and Restated Certificate of Incorporation, which is attached as Appendix A to this Proxy Statement and is incorporated herein by reference. For convenience of reference, a copy of the Fourth Amended and Restated Certificate of Incorporation showing the changes to our Charter, including the changes to Paragraph (f) of Subsection (3) of Section C of Article IV of our Charter and the changes relating to the terms "Specified Exchange Date" and "Exchange Date" effected by the Proposed Conversion Amendment, with deleted text shown in strikethrough and added text shown as underlined, is attached to this Proxy Statement as Appendix B.

        The approval of this Proposal 5 is not conditioned on the approval of Proposals 3, 4 and 6. If each or any of Proposals 3, 4, 5 and 6 are approved by the stockholders, we currently intend to cause the Fourth Amended and Restated Certificate of Incorporation to be promptly filed with the Secretary of State of the State of Delaware to enact the proposals that have been approved by the stockholders. The Fourth Amended and Restated Certificate of Incorporation will be effective on June 26, 2019, pursuant to Article XVII of the Fourth Amended and Restated Certificate of Incorporation. If this Proposal 5 is not approved by the stockholders but Proposals 3, 4 and 6 are approved by the stockholders, then the Company intends to file with the Secretary of State of the State of Delaware a Fourth Amended and Restated Certificate of Incorporation that effects the amendments contemplated by Proposals 3, 4 and 6, and the Proposed Conversion Amendment will not become effective. If the stockholders approve the amendments contemplated by this Proposal 5, the Board retains the discretion to abandon and not implement such amendments. If the Board exercises this discretion, it will publicly disclose that fact and the reasons for its determination.

        Approval of this Proposal 5 requires the affirmative vote of the holders of a majority of the voting power of the outstanding shares of our Class A Stock, Series B Preferred Stock, Class B-1 Stock and Class C Stock, voting together as a single class.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE
FOR THE PROPOSED CONVERSION AMENDMENT (ITEM 5 ON THE PROXY CARD).

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PROPOSAL 6
PROPOSAL TO AMEND AND RESTATE OUR CHARTER TO ELIMINATE AUTHORIZED
COMMON STOCK AND IMPLEMENT OTHER ANCILLARY AMENDMENTS

        The Board has approved, adopted and declared advisable, and recommends for your approval and adoption, an amendment to our Charter to eliminate the authorized common stock and implement other ancillary amendments.

        Our Charter currently authorizes us to issue up to 965,000,000 shares of common stock. Following the BPY Transaction, no shares of our common stock are currently outstanding and we have no plans to issue any of the authorized shares of our common stock in the future. As a result, the Board has concluded that the continuing authorization of shares of common stock is unnecessary and that the provisions relating to our common stock are no longer operative and serve no continuing purpose. Our Board also believes it may be confusing to the capital markets and undesirable from a corporate governance perspective.

        The Proposed Common Stock Amendment would eliminate all references to common stock and eliminate provisions related specifically to the rights, powers, preferences, privileges, restrictions and other matters relating to the common stock. The Proposed Common Stock Amendment would not decrease the number of authorized shares of capital stock under our Charter. The Proposed Common Stock Amendment also includes other ancillary amendments to our Charter to reflect our structure following the BPY Transaction.

        The general description of the Proposed Common Stock Amendment set forth above is qualified in its entirety by reference to the text of the Fourth Amended and Restated Certificate of Incorporation, which is attached as Appendix A to this Proxy Statement and is incorporated herein by reference. For convenience of reference, a copy of the Fourth Amended and Restated Certificate of Incorporation showing the changes to our Charter, including the changes by the Proposed Common Stock Amendment, with deleted text shown in strikethrough and added text shown as underlined, is attached to this Proxy Statement as Appendix B.

        The approval of this Proposal 6 is not conditioned on the approval of Proposals 3, 4 and 5. If each or any of Proposals 3, 4, 5 and 6 are approved by the stockholders, we currently intend to cause the Fourth Amended and Restated Certificate of Incorporation to be promptly filed with the Secretary of State of the State of Delaware to enact the proposals that have been approved by the stockholders. The Fourth Amended and Restated Certificate of Incorporation will be effective on June 26, 2019, pursuant to Article XVII of the Fourth Amended and Restated Certificate of Incorporation. If this Proposal 6 is not approved by the stockholders but Proposals 3, 4 and 5 are approved by the stockholders, then the Company intends to file with the Secretary of State of the State of Delaware a Fourth Amended and Restated Certificate of Incorporation that effects the amendments contemplated by Proposals 3, 4 and 5, and the Proposed Conversion Amendment will not become effective. If the stockholders approve the amendments contemplated by this Proposal 6, the Board retains the discretion to abandon and not implement such amendments. If the Board exercises this discretion, it will publicly disclose that fact and the reasons for its determination.

        Approval of this Proposal 6 requires the affirmative vote of the holders of two-thirds of the voting power of the outstanding shares of our Class A Stock, Series B Preferred Stock, Class B-1 Stock and Class C Stock, voting together as a single class.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE
FOR THE PROPOSED COMMON STOCK AMENDMENT (ITEM 6 ON THE PROXY CARD).

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PROPOSAL 7
PROPOSAL TO APPROVE THE BROOKFIELD PROPERTY GROUP RESTRICTED BPR CLASS A
STOCK PLAN

        In February 2019, the Brookfield Property Group Restricted BPR Class A Stock Plan (the "Restricted Stock Plan") was adopted by BPG and certain of its affiliates for the purpose of providing equity compensation in the form of restricted shares of the Company's Class A Stock to certain employees of BPG and its affiliates. Pursuant to the Restricted Stock Plan, BPG or certain of its affiliates may buy Class A Stock in open market purchases and deliver them to certain of their employees as equity compensation.

        The Restricted Stock Plan does not require the Company to issue any additional shares of Class A Stock. The Restricted Stock Plan is not subject to approval by the Company's Board. No more than 2,500,000 shares of Class A Stock can be delivered pursuant to the Restricted Stock Plan.

        Given the terms of the Master Services Agreement dated August 27, 2018 among Brookfield Asset Management, the Company and certain other parties thereto, pursuant to which each service provider (the "Service Providers") and certain other affiliates of Brookfield Asset Management provide, or arrange for other service providers to provide, day-to-day management and administrative services for our Company (the "Master Services Agreement"), the cost of purchasing any shares of Class A Stock to be delivered under the Restricted Stock Plan may be borne by the Company to the extent that Brookfield Asset Management or its affiliates use the fees paid by the Company under the Master Services Agreement to purchase such shares.

Administration

        The Restricted Stock Plan shall be administered by a committee comprised of senior executives of BPG and/or Brookfield Asset Management as determined by the Chief Executive Officer of BPG (the "Administrator"). The Administrator has the authority to make all determinations and take all actions in connection with the implementation and administration of the Restricted Stock Plan as it may deem necessary or advisable, and is permitted to delegate to any person or committee of persons any or all of its powers and authorities under the Restricted Stock Plan.

Persons Eligible to Participate

        Eligible persons include officers and employees of any member of BPG and any of their respective affiliates, and any other persons so designated by the Administrator.

New Plan Benefits

        As reflected in the table below, no grants have been allocated to the following individuals or groups under the Restricted Stock Plan. Because the grant of awards under the Restricted Stock Plan is within the discretion of BPG and certain of its affiliates, we cannot determine the dollar value or

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number of shares of Class A Stock that will in the future be received by or allocated to any participant in the Restricted Stock Plan.

        The general description of the Restricted Stock Plan set forth above is qualified in its entirety by reference to the text of the Restricted Stock Plan, which is attached as Appendix C to this Proxy Statement and is incorporated herein by reference.

        Approval of this Proposal 7 requires the affirmative vote of the holders of a majority of the voting power of the outstanding shares of our Class A Stock, Series B Preferred Stock, Class B-1 Stock and Class C Stock present in person or by proxy at the Annual Meeting and entitled to vote on this Proposal 7, voting together as a single class.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE
FOR THE PROPOSED COMMON STOCK AMENDMENT (ITEM 7 ON THE PROXY CARD).

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PROPOSAL 8
PROPOSAL TO APPROVE THE BROOKFIELD PROPERTY L.P. FV LTIP UNIT PLAN

        In February 2019, the Brookfield Property L.P. FV LTIP Unit Plan (the "FV LTIP Plan") was adopted by BPG and certain of its affiliates for the purpose of providing equity compensation to certain employees of BPG and its affiliates. Pursuant to the FV LTIP Unit Plan, BPG or certain of its affiliates may cause Brookfield Property L.P. (the "Property Partnership") to issue its FV LTIP Units to certain employees of BPG and its affiliates as equity compensation. Subject to the terms of the FV LTIP Plan, the award agreement governing such FV LTIP Units and the limited partnership agreement of the Property Partnership, each FV LTIP Unit may be redeemed for either cash or equity interests, at the option of the Property Partnership. If the Property Partnership elects to satisfy a redemption request with equity interests the redeeming FV LTIP Unit holder may express a preference to receive, for each FV LTIP Unit, either (i) one BPY unit or (ii) one share of Class A Stock. Any shares of Class A Stock delivered pursuant to the FV LTIP Plan will be acquired in open market purchases.

        The FV LTIP Plan does not require the Company to issue any additional shares of Class A Stock. The FV LTIP Plan is not subject to approval by the Company's Board. No more than 1,250,000 shares of Class A Stock can be delivered pursuant to the FV LTIP Plan. As of April 16, 2019, the aggregate market value of the shares of Class A Stock underlying the FV LTIP Units was $26,175,000.

        Given the terms of the Master Services Agreement, the cost of purchasing any shares of Class A Stock to be delivered under the FV LTIP Plan may be borne by the Company to the extent that Brookfield Asset Management or its affiliates use the fees paid by the Company under the Master Services Agreement to purchase such shares.

Administration

        The FV LTIP Plan shall be administered by the Administrator. The Administrator has the authority to make all determinations and take all actions in connection with the implementation and administration of the FV LTIP Plan as it may deem necessary or advisable, and is permitted to delegate to any person or committee of persons any or all of its powers and authorities under the FV LTIP Plan.

Persons Eligible to Participate

        Eligible persons include officers and employees of any member of BPG and any of their respective affiliates, and any other persons so designated by the Administrator.

New Plan Benefits

        As reflected in the table below, no grants have been allocated to the following individuals or groups under the FV LTIP Plan. Because the grant of awards under the FV LTIP Plan is within the discretion of BPG and certain of its affiliates, and because any FV LTIP Units issued pursuant to the FV LTIP Plan are redeemable for cash or shares of Class A Stock, at the option of the Property

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Partnership, we cannot determine the dollar value or number of shares of Class A Stock that will in the future be received by or allocated to any participant in the FV LTIP Plan.

        The general description of the FV LTIP Plan set forth above is qualified in its entirety by reference to the text of the FV LTIP Plan, which is attached as Appendix D to this Proxy Statement and is incorporated herein by reference.

        Approval of this Proposal 8 requires the affirmative vote of the holders of a majority of the voting power of the outstanding shares of our Class A Stock, Series B Preferred Stock, Class B-1 Stock and Class C Stock present in person or by proxy at the Annual Meeting and entitled to vote on this Proposal 8, voting together as a single class.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE
FOR THE PROPOSED COMMON STOCK AMENDMENT (ITEM 8 ON THE PROXY CARD).

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CORPORATE GOVERNANCE

Director Nomination Process

        BPR, BPY, the BPY General Partner and BP US REIT LLC ("BPUS"), entered into a joint governance agreement, dated August 28, 2018 (the "Joint Governance Agreement"), intended to facilitate the governance of BPR and BPY following the acquisition of all of the shares of common stock of GGP that BPY and its affiliates did not already own through a series of transactions (the "BPY Transaction").

        Pursuant to the Joint Governance Agreement , BPUS has the right to designate candidates to be nominated for election to each directorship subject to election at any meeting of BPR stockholders, and BPR will include such nominees in its proxy statements without BPUS having to comply with the generally applicable provisions of the Company's Bylaws regarding notice of stockholder nominations. The Joint Governance Agreement further provides that BPR and the BPY General Partner will nominate an identical board of directors, except in limited circumstances. The nominees for the Board included in this Proxy Statement are also members of the board of directors of the BPY General Partner.

        Additionally, each of the BPY General Partner and BPR have the right to expand its respective board of directors to add additional non-overlapping independent members if it determines that the addition of non-overlapping board members is necessary to address or otherwise resolve a conflict of interest arising from its relationship with the other entity. Further, BPUS has the option, in its sole discretion, to cause each of the BPY General Partner and BPR to expand the size of their respective boards, and to nominate one or more additional independent directors to fill the directorship created by such expansion.

        The Company's Governance and Nominating Committee annually selects candidates that it recommends to the Board to be director nominees for election by the stockholders. In addition, the Governance and Nominating Committee selects candidates it recommends to the Board to fill vacancies on the Board. In each case, the selection of candidates by the Governance and Nominating Committee is subject to the nomination rights of BPUS pursuant to the Joint Governance Agreement. The Governance and Nominating Committee reviews with the Board, on an annual basis, the requisite experience, qualifications, attributes and skills of director nominees, including those designated pursuant to the Joint Governance Agreement. This assessment includes independence, as well as numerous other factors, including ability to devote adequate time to Board duties, experience and background.

        Director nominees must possess appropriate qualifications and reflect a reasonable diversity of personal experience and background to promote our strategic objectives, contribute to the development of strategic alliances and activities in which we have an indirect interest and to fulfill responsibilities as directors to our stockholders. In considering candidates, the Governance and Nominating Committee considers the background and qualifications of the directors as a group, and whether the candidates and existing directors together will provide an appropriate mix of experience, knowledge and attributes that will allow the Board to fulfill its responsibilities. The Governance and Nominating Committee and the Board do not have a formal diversity policy; however, in identifying nominees for director, the Governance and Nominating Committee considers a diversity of professional experiences, perspectives, education, and backgrounds among the directors to ensure that a variety of perspectives are represented in Board discussions and deliberations concerning our business.

        The Governance and Nominating Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Governance and Nominating Committee does not set specific minimum qualifications that candidates must meet in order for it to recommend them to the Board, but rather believes that each candidate should be

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evaluated based on his or her merits, taking into account the needs of the Company and the composition of the Board as a whole.

Manner by Which Stockholders May Nominate Director Candidates for Election at the Next Annual Meeting

        Stockholders who wish to submit nominations for director for consideration by the Governance and Nominating Committee for election at the 2020 Annual Meeting of Stockholders may do so by delivering written notice, along with the additional information and materials required by our Bylaws, to our Secretary not later than 90 days nor earlier than 120 days prior to the first anniversary of this year's annual meeting. As specified in our Bylaws, different notice deadlines apply in the case of a special meeting, when the date of an annual meeting is more than 30 days before or more than 70 days after the first anniversary of the prior year's meeting, or when the first public announcement of the date of an annual meeting is less than 100 days prior to the date of such annual meeting. Accordingly, for the 2020 Annual Meeting of Stockholders, we must receive this notice on or after February 20, 2020 and on or before March 21, 2020. Such information must be addressed to our Secretary, c/o Brookfield Property REIT Inc., 250 Vesey Street, 15th Floor, New York, New York 10281-1023.

Board Meetings and Attendance

        In connection with the BPY Transaction, on August 28, 2018, the GGP board of directors, being Sandeep Mathrani, Richard B. Clark, Mary Lou Fiala, J. Bruce Flatt, Janice R. Fukakusa, John K. Haley, Daniel B. Hurwitz, Brian W. Kingston and Christina M. Lofgren, resigned from their roles as directors of GGP. In connection with their resignation, Jeffrey M. Blidner, Dr. Soon Young Chang, Richard B. Clark, Omar Carneiro da Cunha, Stephen DeNardo, Louis J. Maroun and Lars Rodert were appointed to the Board and its committees pursuant to the Joint Governance Agreement (as further discussed under "—Director Nomination Process"). Caroline M. Atkinson and Scott R. Cutler were appointed to the Board pursuant to the Joint Governance Agreement in February 2019. Consequently, the Board is currently comprised of nine members.

        The Board and its committees meet quarterly on a set schedule and also hold special meetings from time to time.

        We refer to the board of directors of GGP prior to the BPY Transaction as the "GGP Board of Directors." The GGP Board of Directors held three meetings from January 1, 2018 to August 28, 2018 and its Audit Committee, Compensation Committee, and Governance and Nominating Committee held three, two and two meetings, respectively. The special committee created specifically for the purpose of evaluating the BPY Transaction (the "GGP Special Committee"), held two meetings. Each of the directors of GGP attended at least 75% of the meetings of the Board applicable to the director during the period of January 1, 2018 to August 28, 2018, aside from Richard B. Clark, J. Bruce Flatt and Brian W. Kingston, each of whom attended at least 66% of the meetings of the Board applicable to the director for the same period. With respect to those Board committees on which he or she served through August 28, 2018, the applicable directors attended 100% of the meetings.

        Following the consummation of the BPY Transaction on August 28, 2018 and through the remainder of 2018, the Board held one meeting and its Audit Committee and Governance and Nominating Committee each held one meeting. Each of the directors of BPR attended 100% of the meetings of the Board and its committees applicable to the director.

Meetings of Independent Directors

        The independent directors hold regular meetings without any non-independent directors or members of management present. Lars Rodert, the Lead Independent Director of the Board, presides over meetings of the independent directors.

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Board Leadership Structure

        Richard B. Clark currently serves as Chairman of the Board and Lars Rodert serves as the Lead Independent Director. The Board believes the current structure is appropriate and effective for the Company. The duties of the Chairman of the Board include: working with the Company's Service Providers under its Master Services Agreement and other directors to set the agenda for the Board meetings; presiding over all meetings of the Board; and serving as the principal liaison on Board-wide issues. The Lead Independent Director's primary role is to facilitate the functioning of the Board (independently of the Company's Service Providers and Brookfield Asset Management), and to maintain and enhance the quality of the Company's corporate governance practices. The Lead Independent Director presides over the private sessions of the independent directors of the Company that take place following each meeting of the Board and conveys the results of these meetings to the Chairman of the Board. In addition, the Lead Independent Director is available, when appropriate, for consultation and direct communication with our stockholders or other stakeholders of our Company.

Risk Oversight

        The Company is exposed to a wide variety of risks in its business activities, including market, strategic, operational (including those related to cyber security), financial, legal, competitive and regulatory risks. The Board is responsible for oversight of risks facing the Company, while the Service Providers are responsible for day-to-day management of risk. The Board, as a whole, directly administers its risk oversight function through its Audit Committee. Under its charter, the Audit Committee is responsible for reviewing and approving the Company's policies with respect to risk assessment and management, particularly financial risk exposure, and discussing with management the steps taken to monitor and control risks. In its oversight role, the Audit Committee has the responsibility to satisfy itself that the risk management processes designed and implemented by the Service Providers are adequate and functioning as designed. The Audit Committee receives updates in the ordinary course from the Service Providers and outside advisors regarding risks the Company faces, including litigation and various operating risks.

Committees of the Board

        The Board has the authority to appoint committees to perform certain management and administrative functions. The current standing committees are the Audit Committee and the Governance and Nominating Committee. The Board may, however, from time to time, establish or maintain additional committees as necessary or appropriate.

        The table below shows current membership for each of the standing committees.

        Committee members and Chairs are appointed by the Board upon recommendation of the Governance and Nominating Committee with consideration of the desires of individual directors. The Board will consider rotating committee members periodically, but the Board does not have a rotation policy.

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        The Board and each standing committee have the power to hire independent legal, financial or other advisors as they may deem necessary, without consulting or obtaining the approval of any officer of the Company or the Service Providers in advance. Directors have complete access to the Board's advisors.

        Each of the committees operate under a written charter. Copies of these charters can be obtained from our website at bpy.brookfield.com/bpr under the "Corporate Governance—Governance Documents" heading or by writing to our Secretary at our principal executive offices.

Audit Committee

        The Board has a standing Audit Committee, established in accordance with the requirements of the SEC. The Board has affirmatively determined that all of the members of the Audit Committee meet the requirements for independence and expertise, including financial literacy for the purposes of serving on the Audit Committee, under applicable Nasdaq Stock Market ("Nasdaq") listing standards and SEC rules. The Board has also determined that Mr. DeNardo qualifies as an "audit committee financial expert" under applicable SEC rules.

        The Audit Committee is responsible for assisting and advising the Board with respect to: our accounting and financial reporting processes; the integrity and audits of our financial statements; our compliance with legal and regulatory requirements; and the qualifications, performance and independence of our independent accountants. The Audit Committee is responsible for engaging our independent auditors, reviewing the plans and results of each audit engagement with our independent auditors, approving professional services provided by our independent accountants, considering the range of audit and non-audit fees charged by our independent auditors and reviewing the adequacy of our internal accounting controls.

Governance and Nominating Committee

        In accordance with the Nasdaq listing standards, the Governance and Nominating Committee is comprised solely of independent directors. The primary functions of the Governance and Nominating Committee include: assisting and advising the Board with respect to matters relating to the general operation of the Board, our Company's governance, and the performance of the Board; approving the appointment by the sitting directors of a person to the office of director and for recommending a slate of nominees for election as directors by the Company's stockholders; and reviewing and making recommendations to the Board concerning the remuneration of directors and committee members and any changes in the fees to be paid pursuant to our Master Services Agreement. The Governance and Nominating Committee has approved a Conflicts Policy which addresses the approval and other requirements for transactions in which there is a greater potential for a conflict of interest to arise. Please see "Certain Relationships and Related Party Transactions—Conflicts Policy" below for further detail. The Governance and Nominating Committee may be required to approve any such transactions.

Compensation Committee

        Following the BPY Transaction, the Company is a "controlled company" as defined in the Nasdaq listing standards and as such do not have to comply with certain of its corporate governance standards, including the requirement that we have a compensation committee comprised of independent directors. The function previously served by the compensation committee of the GGP Board of Directors is now undertaken pursuant to arrangements contemplated by the Master Services Agreement.

        Prior to the BPY Transaction, the Compensation Committee of the GGP Board of Directors consisted of J. Bruce Flatt, Mary Lou Fiala, John K. Haley and Daniel B. Hurwitz. During fiscal year 2018, there were no interlocks or insider participation as to compensation decisions required to be disclosed pursuant to SEC regulations.

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GGP Special Committee

        In November 2017, the GGP Board of Directors created the GGP Special Committee in accordance with the requirements of the SEC and in response to the change in control proposal from BPY. The GGP Special Committee was comprised solely of independent non-management directors of the Company not affiliated with BPY: Daniel B. Hurwitz, Mary Lou Fiala, Janice R. Fukakusa, John Haley and Christina Lofgren. The purpose of the GGP Special Committee was to review and make determinations with respect to the proposed BPY Transaction and any alternative transactions, to evaluate the BPY Transaction and to negotiate and make recommendations to the Board, where appropriate. The GGP Special Committee terminated in 2018 upon completion of its duties.

Compensation Committee Interlocks and Insider Participation

        The Company does not currently have a Compensation Committee because we are externally managed and do not pay compensation to any employees or management. Our directors participate in the consideration of director compensation. Prior to the BPY Transaction, the Compensation Committee of the GGP Board of Directors consisted of J. Bruce Flatt, Mary Lou Fiala, John K. Haley and Daniel B. Hurwitz. During fiscal year 2018, there were no interlocks or insider participation as to compensation decisions required to be disclosed pursuant to SEC regulations.

Director Independence

        A majority of the Board is independent. Of the nine directors being nominated for re-election by the Board, the Board affirmatively determined, based on the recommendation of the Governance and Nominating Committee, that Ms. Atkinson and Messrs. Carneiro da Cunha, Cutler, DeNardo, Maroun and Rodert are independent under the Nasdaq listing standards.

        The Board reviewed director independence in February 2019. During this review, the Board considered transactions and relationships between each director nominee (including any member of his or her immediate family, if any) and the Company and its subsidiaries and affiliates. In making independence determinations, the Board considered each relationship not only from the standpoint of the director nominee, but also from the standpoint of persons and organizations with which the director nominee has a relationship. The purpose of this review is to determine whether any such relationship or transactions would interfere with the director's or nominee's independent judgment, and therefore be inconsistent with a determination that the director nominee is independent.

        When assessing the independence of the directors designated by the BPY General Partner pursuant to the Joint Governance Agreement, the Board considered that they were nominated by significant stockholders of the Company but concluded that this did not impair their independence. As required by the Nasdaq listing standards, the Board considered whether the nominated directors themselves had a relationship with BPR that would interfere with the director's independent judgment in carrying out their duties as a director.

        As a result of this review, the Board affirmatively determined that each of the director nominees, except Dr. Chang and Messrs. Clark and Blidner, is independent of the Company and its management under Nasdaq listing standards. Dr. Chang is not independent because he was appointed to the board of directors of the BPY General Partner as the representative of a large shareholder of BPY and Messrs. Clark and Blidner are not independent due to their employment with Brookfield Asset Management.

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Important Governance Policies

Corporate Governance Guidelines

        The Board adopted Corporate Governance Guidelines, to assist the Board in the exercise of its responsibilities. The Corporate Governance Guidelines govern, among other matters: (i) the evaluation of directors and nominees for election to the Board; (ii) stock ownership guidelines for directors; (iii) the resignation of directors; (iv) compensation paid to directors and the periodic evaluation of such compensation; (iv) access to independent advisors; and (v) the annual evaluation process of the Board and its committees.

        Our Corporate Governance Guidelines are available on our website at bpy.brookfield.com/bpr under the "Corporate Governance—Governance Documents" heading. In addition, a copy may be obtained by writing to our Secretary at our principal executive offices.

Stock Ownership Guidelines for Directors

        The Board believes that directors can better represent our stockholders if they have economic exposure to our Company themselves. Our Company expects that our independent directors should hold sufficient BPY units or Class A Shares such that the acquisition costs of such securities held by such directors are equal to at least two times their annual retainer, as determined by the Board from time to time.

        Independent directors are required to purchase BPY units or Class A Shares on an annual basis in an amount not less than 20% of the minimum economic ownership requirement until the requirement is met. Independent directors are required to achieve this minimum economic ownership within five years of joining the Board. In the event of an increase in the annual retainer fee, the independent directors will have two years from the date of the change to comply with the ownership requirement. In the case of independent directors who have served on the Board less than five years at the date of the change, such directors will be required to comply with the ownership requirement by the date that is the later of: (i) the fifth anniversary of their appointment to the Board, and (ii) two years following the date of the change in retainer fee. Two of our independent directors have met this minimum economic ownership requirement, two of our independent directors have until 2020 to meet these requirements and two of our independent directors have recently been appointed and intend to meet the 20% annual minimum purchase requirement.

Code of Business Conduct and Ethics

        The Board has adopted the Code of Business Conduct and Ethics ("Code of Conduct") of Brookfield Asset Management, which is applicable to all directors, officers, employees and temporary workers of Brookfield Asset Management, its wholly-owned subsidiaries and certain publicly-traded controlled affiliates who have not adopted their own Code of Conduct, including the Company.

        Our Code of Conduct is available on our website at bpy.brookfield.com/bpr under the "Corporate Governance—Governance Documents" heading. In addition, a copy may be obtained by writing to our Secretary at our principal executive offices. We intend to satisfy the disclosure requirement regarding any amendment to, or a waiver of, a provision of the Code of Conduct by posting such information on the Company's website.

Stockholder Communications with the Board

        Stockholders or other interested persons wishing to communicate with members of the Board may contact them by writing to them, c/o Secretary, at our principal executive offices at 250 Vesey Street, 15^th Floor, New York, New York 10281-1023. Correspondence may be addressed to the independent directors as a group, the entire Board or one or more individual members of the Board, at the election of the sender. Any such communication will be promptly distributed to the director or directors named therein. Communications will be forwarded to all directors if they relate to substantive matters and include suggestions or comments that the recipient considers to be important for all directors to know.

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EXECUTIVE OFFICERS

        Our Service Providers, wholly-owned subsidiaries of Brookfield Asset Management, provide management services to us pursuant to our Master Services Agreement. Brian W. Kingston and Bryan K. Davis in their roles at the Service Providers perform similar functions for BPR as would typically be performed by a principal executive officer and principal financial officer, respectively.

        Set forth below is the biographical information for each of Messrs. Kingston and Davis.

Brian W. Kingston, 45

        Mr. Kingston is Chief Executive Officer of BPG. He is also a Managing Partner of Brookfield Asset Management, which he joined in 2001. From 2008 to 2013, Mr. Kingston led Brookfield Asset Management's Australian business activities, holding the positions of Chief Executive Officer of Brookfield Office Properties Australia, Chief Executive Officer of Prime Infrastructure and Chief Financial Officer of Multiplex. Mr. Kingston served as a director on the GGP Board of Directors from August 2013 until his resignation in August 2018 in connection with the acquisition of GGP and previously served on the board of Rouse Properties, Inc. from 2013 to 2016.

Brian K. Davis, 45

        Mr. Davis is Chief Financial Officer of BPG. Prior to that, he was Chief Financial Officer of Brookfield Asset Management's global office property company for eight years and spent five years in senior finance roles. Mr. Davis also held various senior finance positions including Chief Financial Officer of Trilon Financial Corporation, Brookfield Asset Management's financial services subsidiary. Mr. Davis serves on the board of Brookfield Office Properties Inc. Prior to joining Brookfield Asset Management in 1999, Mr. Davis was involved in providing restructuring and advisory services at Deloitte.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Compensation Discussion and Analysis

        This Compensation Discussion and Analysis discusses the 2018 compensation policies and decisions related to our Named Executive Officers ("NEOs") and should be read together with the NEO compensation tables in this Proxy Statement. For purposes of this Proxy Statement, our 2018 NEOs include the following individuals:

•

Brian W. Kingston, Chief Executive Officer, Brookfield Property Group LLC*



•

Bryan K. Davis, Chief Financial Officer, Brookfield Property Group LLC*



•

Sandeep Mathrani, Former Chief Executive Officer;



•

Heath Fear, Former Executive Vice President and Chief Financial Officer (from January 2, 2018 to August 28, 2018);



•

Michael B. Berman, Former Executive Vice President and Chief Financial Officer (until January 1, 2018);



•

Shobi Khan, Former President and Chief Operating Officer (through August 28, 2018); and



•

Richard Pesin, Former Executive Vice President, Anchors, Development and Construction (through August 28, 2018).

*

Mr. Kingston and Mr. Davis perform the functions of principal executive officer and principal financial officer, respectively, for the Company pursuant to the Master Services Agreement.

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Post-BPY Transaction Compensation

        Following the BPY Transaction, BPR has no employees and, pursuant to the terms of the Master Services Agreement, the Service Providers provide or arrange for other service providers to provide management and administration services to BPR. Messrs. Kingston and Davis in their roles at the Service Providers perform similar functions for BPR as would typically be performed by a principal executive officer and principal financial officer, respectively.

        Following the BPY Transaction, the form and amount of compensation that we pay the NEOs is significantly different from the compensation historically paid to executive officers by GGP, and BPR does not directly compensate the NEOs or reimburse the Service Providers for their compensation.

        Pursuant to the Master Services Agreement, BPR will pay an annual base management fee to the Service Providers equal to 1.25% of the total capitalization of BPR, subject to certain adjustments. The total capitalization value of BPR is equal to the aggregate of the value of all of the outstanding Class A Stock of BPR and the securities of BPR, the Operating Partnership and any other direct or indirect subsidiary of the Operating Partnership that are not held by BPR, the Operating Partnership, the operating entities, any other direct or indirect subsidiary of the Operating Partnership, BPY, the Property Partnership and certain other affiliates of BPY, plus all outstanding third party debt with recourse against BPR, the Operating Partnership and any other direct or indirect subsidiary of the Operating Partnership, less all cash held by such entities. For the first 12 months following the closing of the BPY Transaction, Brookfield Asset Management has agreed to waive management fees payable by BPR and the incremental management fees BPY would otherwise be required to pay in respect of the securities issued in exchange for the GGP common stock in the BPY Transaction.

        For any quarter in which the Board determines that there is insufficient available cash to pay the base management fee as well as the next regular distribution on Class A Stock, BPR and the Operating Partnership may elect to pay all or a portion of the base management fee in Class A Stock, subject to certain conditions. The base management fee will be calculated and paid on a quarterly basis.

        To the extent that under any other arrangement BPR or the Operating Partnership makes a payment that is determined to be comparable to the base management fee payable by BPR, the base management fee payable by BPR will be reduced on a dollar for dollar basis by the comparable base management fee, subject to certain limitations. In addition, to the extent that there are any residual fees, comparable to the base management fees payable by BPR, that are not used to reduce the base management fees payable by BPY, the base management fee payable by BPR will be reduced on a dollar for dollar basis by such residual fees.

        Additionally, the Service Providers will be reimbursed for any out-of-pocket fees, costs and expenses incurred in the provision of the management and administration services, including those of any third party. However, BPR and the Operating Partnership will not be required to reimburse the Service Providers for the salaries and other remuneration of their management, personnel or support staff who carry out any services or functions for BPR or the Operating Partnership or overhead for such persons.

        Given that the Company is now externally managed and no longer compensates the NEOs or reimburse the Service Providers for their compensation, the Board has determined to no longer hold annual stockholder advisory votes on executive compensation.

Pre-BPY Transaction GGP Compensation

        The below sets forth information regarding GGP's compensation programs prior to the BPY Transaction.

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2018 Say-on-Pay Vote and Stockholder Outreach

        At GGP's 2018 annual stockholders' meeting, over 95% of the votes cast were in favor of the advisory resolution to approve GGP's executive compensation program. GGP believed this affirmed stockholder's support of GGP's executive compensation program for 2017 and generally maintained the same structure for 2018 compensation.

Aligning Pay with Performance

        Pay-for-performance was fundamental to GGP's executive compensation philosophy for 2018. To ensure that GGP adhered to this principle, GGP evaluated the degree of alignment of its total incentive compensation to GGP's business results, including, among other items described below, EBITDA, FFO, total occupancy, suite-to-suite lease spreads, and identification of redevelopment opportunities.

        GGP used a balance of short- and long-term incentives as well as cash and non-cash compensation to meet these objectives. The elements of executive compensation provided to GGP's NEOs for 2018 performance consisted of base salary, annual incentives, and long-term incentives. GGP's compensation programs were designed to link pay and performance.

•

Performance Assessment:  The GGP Compensation Committee used a comprehensive and well-defined process to assess GGP's performance. GGP believed its metrics focused management on the appropriate objectives for the creation of both short- and long-term stockholder value.

        GGP's 2018 incentive compensation programs for executives were designed to link compensation with the full spectrum of GGP's business goals, some of which were short term, while others were anticipated to take several years or more to achieve.

Determining Compensation

Role of the GGP Compensation Committee

        Pursuant to its charter in effect prior to the BPY Transaction, the GGP Compensation Committee, as a committee or together with the Board (or independent directors as appropriate), was responsible for the overall review, modification and approval of corporate goals and objectives relevant to the compensation of the Chief Executive Officer and the other officers of GGP. The GGP Compensation Committee had the ability, in its sole discretion, to retain or obtain the advice of compensation consultants as it deemed necessary to assist in the evaluation of director or executive officer compensation and was directly responsible for the appointment, compensation and oversight of the work of any such compensation consultant. The GGP Compensation Committee did not engage a compensation consultant in 2018.

Role of the CEO

        Mr. Mathrani played a significant role in the compensation-setting process for GGP's executive officers other than himself. The most significant aspect of his role included recommending the base salary and incentive awards of the other executive officers and evaluating the performance of the other executive officers. Mr. Mathrani regularly participated in meetings of the GGP Compensation Committee to provide this information.

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Role of the Human Resources Department and Willis Towers Watson

        Prior to the BPY Transaction, GGP's Human Resources Department researched and compiled market compensation data as directed by the GGP Compensation Committee. In 2018, the GGP Human Resources Department provided to the GGP Compensation Committee compensation data for NEOs of the companies in the peer group determined by the GGP Compensation Committee, as described below. With the help of Willis Towers Watson, a compensation consultant engaged by the GGP Human Resources Department, the data was collected from the peer group's proxy statements and other publicly available sources. Also as directed, the GGP Human Resources Department assisted with the design of GGP's annual and long-term incentive awards prior to their proposal to the GGP Compensation Committee, and did so in 2018.

Use of Peer Group Data

        The GGP Compensation Committee used the peer group data provided by the GGP Human Resources Department to gain a greater understanding of market practices in connection with overall compensation decisions and to evaluate the structure of its compensation program. For purposes of compensation decisions, the GGP Compensation Committee did not target a single percentile or range of percentiles to be paid, or use peer compensation data to set precise pay levels by position, but rather used this information in connection with its review of executives' relative performance compared to their objectives in light of business conditions and developments during the year.

        The 2018 peer group, determined by the GGP Compensation Committee, was comprised of companies in the retail (regional shopping center focused) sector classification of real estate companies and comparably-sized (primarily based on market capitalization) companies in other sectors of the public real estate industry. The peer group is consistent with its 2017 peer group. The GGP Compensation Committee believed companies in the peer group included companies that generally recruit individuals to fill senior management positions who are similar in skills and background to those GGP recruited.

2018 Peer Group Companies

        The GGP Compensation Committee considered the market data and the objectives of the executive compensation program and concluded that the payments of cash and grants of incentive awards to the NEOs for 2018 discussed below were reasonable and consistent with GGP's philosophy and policies.

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Key Elements of GGP's 2018 Executive Compensation Program

        The GGP Compensation Committee designed each element of compensation for the NEOs to further the goals and policies set forth above and to support and enhance GGP's business strategy. The GGP Compensation Committee considered all elements of GGP's executive compensation program holistically rather than each compensation element individually.

        An officer's target compensation was not mechanically set to be a particular percentage of the peer group average; however, the GGP Compensation Committee did review the officer's compensation relative to the peer group to help the GGP Compensation Committee perform the subjective analysis described above. Peer group data was not used as the determining factor in setting compensation for the following reasons: (a) the officer's role and experience within GGP may have been different from the role and experience of comparable officers at the peer companies; (b) the average actual compensation for comparable officers at the peer companies may be the result of a year of over performance or under performance by the peer group and individual peers; and (c) the GGP

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Compensation Committee believed that ultimately the decision as to appropriate target compensation for a particular officer should be made based on the full review described above.

        GGP did not have specific, proportionate ratios to define the relative total compensation between the individual NEOs, although, from time to time, the GGP Compensation Committee reviewed the relationship in pay between executive officers to assure that relative compensation levels were appropriate and are designed to effectively motivate and retain executives.

        In setting the total compensation of the NEOs who were employed by GGP, the GGP Compensation Committee considered, for each NEO, the approximate proportions of the different elements of total compensation that would be earned if compensation targets were achieved.

        The allocation between base salary, short-term cash incentives and long-term equity incentives was determined by the GGP Compensation Committee based upon its general consideration of the executive's level within GGP. At the more senior levels, less of an officer's total compensation was fixed and more was variable (i.e., in the form of performance-based cash awards and long-term equity awards).

In determining the base salary and the threshold, target, and maximum short-term cash incentives and long-term equity incentives for each NEO, the GGP Compensation Committee generally considered a number of factors on a subjective basis, including:

•

Scope of the officer's responsibilities within GGP and in relation to comparable officers at various companies within the peer group referred to above;



•

Experience of the officer within our industry and at GGP;



•

Performance of the named executive officer and his or her contribution to GGP;



•

GGP's financial budget and general level of wage increases throughout GGP for the coming year;



•

Review of historical compensation information for the individual officer;



•

Subjective determination of the compensation needed to motivate and retain that individual;



•

Recommendations of the GGP Chief Executive Officer; and



•

Data regarding compensation paid to officers with comparable titles, positions or responsibilities at REITs that are considered by the GGP Compensation Committee to be comparable for compensation purposes.

        Prior to the BPY Transaction, the primary goals of GGP's executive compensation program were to attract, motivate and retain highly-qualified executives. GGP sought to foster a performance-oriented environment by directly linking a significant part of each executive officer's total compensation to short-term operating performance and long-term stockholder value creation.

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2018 GGP Compensation Decisions

Base Salary

        Base salary amounts were based on an evaluation of each executive officer's experience, position and responsibility, as well as competitive pay levels, general economic conditions and other factors deemed relevant by the GGP Compensation Committee. The 2018 base salaries for each NEO who was an employee of GGP were as follows:

Incentive Compensation Plan

        None of the NEOs received an annual incentive cash award under GGP's Incentive Compensation Plan (the "Incentive Compensation Plan") for 2018. In recognition of his role in the transaction, Mr. Pesin's received a bonus equal to his target bonus for 2018. Mr. Mathrani became an employee of Brookfield Asset Management following the closing of the BPY Transaction and was therefore not eligible to receive a bonus under the Incentive Compensation Plan. Messrs. Fear and Khan received 2018 pro-rated bonuses as a component of their severance pay. Mr. Berman was not eligible for a cash incentive award for 2018 as he ceased to be an executive officer as of January 1, 2019.

Long-Term Incentive Awards

        On October 27, 2010, GGP adopted the form of the Equity Plan (the "Equity Plan"), which provided for grants of stock-based awards and performance-based compensation to directors, officers and other employees of GGP. The plan was amended November 12, 2013 to provide for grants of Stock Option-Like LTIP Units and Restricted Stock-Like LTIP Units. The purpose of the equity awards was to attract, retain and motivate GGP's directors, officers and employees by providing them with a proprietary interest in GGP's long-term success or compensation based on the attainment of performance goals.

Long-Term Compensation Program Objectives:

•

Reward achievement over a multi-year period;



•

Focus executives on the total stockholder return of GGP, which together with stock ownership guidelines, aligned the interests of executives with those of stockholders; and



•

Provide a retention mechanism through multi-year vesting.

        The GGP Compensation Committee oversaw grants of the awards. The GGP Compensation Committee determined the target grant amounts for each executive using factors similar to those used in setting annual incentive targets, including the executive's experience, level of responsibility and internal and external equity considerations.

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2018 Awards for 2017 Performance under the Equity Plan

        In February 2018, upon review of the objectives described above for determining awards under the Incentive Compensation Plan, the GGP Compensation Committee approved equity award grants for 2017 performance comprised of (i) 50% of the value of the award in performance-vesting restricted stock and (ii) 50% of the value of the award in restricted stock.

•

Performance-vesting restricted stock:  These awards provided an incentive to achieve long-term financial objectives. Performance-vesting awards were subject to cliff-vesting after three years if certain performance objectives were achieved. The total number of shares earned depended on how GGP performed relative to peers and on an absolute basis versus pre-established performance goals. To maximize alignment with stockholders, 67% of the performance-vesting awards were subject to vesting based on how GGP's TSR performed relative to its peers and relative to pre-established total return goals. The final 33% of the performance-vesting awards were subject to vesting based on GGP's FFO per diluted share performance. Weightings were based on the grant date fair value of each award. The following table provides a summary of the GGP performance-vesting restricted stock awards granted in 2018. Payouts between threshold and target were to be calculated using straight-line interpolation.

•

Time-vesting restricted stock:  These awards helped GGP retain executives and focus attention on long-term performance. Restricted stock was subject to vesting ratably over four years (25% of award vests on each anniversary of the award date).

        The following table shows equity incentive awards for 2017 performance granted on February 23, 2018.

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Equity Grant Practices

        Except as described with respect to Mr. Mathrani's initial grant of options in 2010 when GGP was private, the exercise price of each stock option awarded under GGP's equity plans was the closing price of GGP's common stock on the NYSE on the date of grant. Equity awards were subject to GGP's Clawback Policy.

Retirement Benefits

        GGP did not provide any defined benefit pension benefits or supplemental pension benefits.

Other Benefits

        In 2018, Messrs. Mathrani, Fear, Berman, Khan and Pesin participated in various GGP employee benefit programs prior to the BPY Transaction, including medical and dental benefit programs. These benefit programs were generally available to all employees of GGP whose customary employment was more than 20 hours per week. Prior to the BPY Transaction, GGP also provided these employees, including its executive officers, with the opportunity to purchase GGP's common stock through payroll deductions at a 15% discount through an Employee Stock Purchase Plan, which was approved by GGP's stockholders at its 2012 Annual Meeting.

Perquisites

        Except in limited circumstances, GGP's executive officers did not receive perquisites or other benefits that were not available to all of GGP's employees. See the "All Other Compensation Table" below for more information on perquisites provided in 2018.

Impact of Regulatory Requirements on Compensation

        Section 162(m).    In 2018, the GGP Compensation Committee considered the anticipated tax treatment to GGP and its executive officers of various payments and benefits. The GGP Compensation Committee determined not to limit executive compensation to that deductible under Section 162(m) of the Code.

Compensation Committee Report

        As permitted under the Nasdaq listing standards "controlled company" exception, we do not have a compensation committee. The Board has reviewed the "Compensation Discussion and Analysis" section of this Proxy Statement. Based on its review, the undersigned members of the Board have recommended that the Compensation Discussion and Analysis be included in this Proxy Statement and in the Company's Annual Report.

Richard B. Clark (Chair)
Caroline M. Atkinson
Jeffrey M. Blidner
Soon Young Chang
Omar Carneiro da Cunha
Scott R. Cutler
Stephen DeNardo
Louis J. Maroun
Lars Rodert

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2018 Summary Compensation Table

        The following table provides information on the compensation of the Company's NEOs for the fiscal years indicated. Mr. Kingston and Mr. Davis did not receive any compensation for their services to the Company in 2018. Compensation paid to Mr. Kingston in his capacity as a director in 2018 are set forth in the 2018 Director Compensation table below.

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All Other Compensation Table

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Grants of Plan-Based Awards for Fiscal Year Ended 2018

        The following table provides information on incentive awards made to the NEOs in 2018. These incentive awards were made pursuant to the Incentive Compensation Plan and the Equity Plan. Due to the BPY Transaction, no amounts were paid under the Incentive Compensation Plan for 2018.

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Outstanding Equity Awards at Fiscal Year End 2018

        The following table provides information concerning the number and value of outstanding stock options and restricted stock held by the NEOs at December 31, 2018.