Brookfield Prime Property Fund : Results of Unitholder Meeting and Suspension of Trading on ASX

ASX Announcement

14 June 2017

Brookfield Prime Property Fund (ASX: BPA)

Results of Unitholder Meeting and Suspension of Trading on ASX

Following the conclusion of the Unitholder Meeting of Brookfield Prime Property Fund (Fund) earlier today, please find attached a summary of the poll results in accordance with section 251AA(2) of the Corporations Act 2001.

Following the approval of the Resolutions at the Unitholder Meeting today:

• the modification to the Constitution of the Fund is attached;

• trading in the Fund's securities on ASX will be suspended from close of trading today. De- listing of the Fund will take place on 3 July 2017 at 4:00pm.

--ends--

Brookfield Customer Service Ph: 1800 570 000

GENERAL MEETING

Wednesday, 14 June, 2017

As required by section 251AA(2) of the Corporations Act 2001 (Commonwealth) the following statistics are provided in respect of each resolution on the agenda.

** - Note that votes relating to a person who abstains on an item are not counted in determining whether or not the required majority of votes were cast for or against that item

Printed: 14/06/2017 3:31:36PM

This report was produced from the Link Market Services System

Page 1 of 1

Details

ACN 094 936 866

 Mallesons Stephen Jaques 10664119_4

Constitution of Brookfield Prime Property Fund 1

General terms

1. Declaration of Trust
2. Declaration of Trust

   [no clause]1

3. Name

4. The Trust is called the Brookfield Prime Property Fund or by such other name as the RE determines from time to time2.

5. If the RE retires or is removed, its successor as RE must, unless otherwise approved by the former RE, change the name of the Trust to a name that does not imply an association with the former RE or its business.

6. Stapling

7. The Stapling Provisions take effect if determined by the RE and, if so determined, apply on and from the Stapling Commencement Date unless and until they cease to apply in accordance with this constitution.

8. On and from the Stapling Commencement Date:

9. the Stapling Provisions apply and this constitution is to be read subject to the Stapling Provisions;

10. subject to article 26, the Stapling Provisions prevail over all other provisions of this constitution including any that are expressed to prevail over others, except where this would result in a breach of the Corporations Act, the Listing Rules or any other law; and

11. without limiting article 1.3(b)(ii), those articles of the constitution, which by their meaning and context apply only while Units are not Stapled do not apply while Units are Officially Quoted as part of a Stapled Security.

12. Assets held on trust
13. Assets held on trust

[no clause]3.

1 Clause 2.2 of the trust deed dated 16 July 2004 is not replaced, amended or redeclared but is preserved. It states: "The Responsible Entity acknowledges and declares that it holds the Fund on trust for the benefit of the Unitholders on the terms and conditions set out in this deed."

2 See Corporations Regulation 5C.1.02

3 See footnote 1 and section 601FC(2) of the Corporations Act

 Mallesons Stephen Jaques 10664119_4

Constitution of Brookfield Prime Property Fund