JOINT FILING AGREEMENT
Exhibit 19
THIS JOINT FILING AGREEMENT is entered into as of April 16, 2013, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the “Common Stock”), of ▇▇▇▇▇ Properties, Inc., a Delaware corporation, and any amendment thereafter signed by each of the undersigned shall be (unless otherwise determined by the undersigned) filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
| Dated: April 16, 2013 | BROOKFIELD ASSET MANAGEMENT INC. | |
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Title: Managing Partner | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Senior Managing Partner | ||
| Dated: April 16, 2013 | PARTNERS LIMITED | |
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Secretary | ||
| Dated: April 16, 2013 | Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P. | |
| By: Brookfield Private Funds Holdings Inc., its general partner | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Title: Director | ||
| Dated: April 16, 2013 | BROOKFIELD PRIVATE FUNDS HOLDINGS INC. | |
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Title: Director | ||
| By: | /s/ Arin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: Arin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Director | ||
| Dated: April 16, ▇▇▇▇ | ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ INC. | |
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Title: Vice President | ||
| Dated: April 16, 2013 | BROOKFIELD PROPERTY GENERAL PARTNER LIMITED | |
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Secretary | ||
| Dated: April 16, 2013 | Brookfield Property GP L.P. | |
| By: 1648287 ▇▇▇▇▇▇ ULC, its general partner | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Director | ||
| Dated: April 16, 2013 | Brookfield Property L.P. | |
| By: Brookfield Property GP L.P., its general partner | ||
| By: 1648287 Alberta ULC, its general partner | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Director | ||
| Dated: April 16, ▇▇▇▇ | ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇) INC. | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: President & Chief Financial Officer | ||
Dated: April 16, 2013 |
CANHOLDCO 1 ULC | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director | ||
| Dated: April 16, 2013 | CANHOLDCO 3 ULC | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Director | ||
| Dated: April 16, 2013 | CANHOLDCO 4 ULC | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director | ||
| Dated: April 16, 2013 | CANHOLDCO 2 ULC | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Director | ||
| Dated: April 16, 2013 | BROOKFIELD BPY RETAIL HOLDINGS I LLC | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: President & Chief Financial Officer | ||
| Dated: April 16, 2013 | Brookfield BPY Retail Holdings II LLC | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: President & Chief Financial Officer | ||
| Dated: April 16, 2013 | BPY Retail III LLC | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: President & Chief Financial Officer | ||
Dated: April 16, 2013 |
Brookfield Retail Holdings VII LLC | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Director | ||
| Dated: April 16, 2013 | NEW BROOKFIELD RETAIL HOLDINGS R 2 LLC | |
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Senior Vice President | ||
| Dated: April 16, 2013 | BROOKFIELD RETAIL HOLDINGS II LLC | |
| By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its managing member | ||
| By: Brookfield Private Funds Holdings Inc., its general partner | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Title: Director | ||
| By: | /s/ Arin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: Arin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Director | ||
| Dated: April 16, 2013 | BROOKFIELD RETAIL HOLDINGS III LLC | |
| By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its managing member | ||
| By: Brookfield Private Funds Holdings Inc., its general partner | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Title: Director | ||
| By: | /s/ Arin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: Arin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Director | ||
Dated: April 16, 2013 |
BROOKFIELD RETAIL HOLDINGS IV-A LLC | |
| By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its managing member | ||
| By: Brookfield Private Funds Holdings Inc., its general partner | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Title: Director | ||
| By: | /s/ Arin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: Arin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Director | ||
Dated: April 16, 2013 |
BROOKFIELD RETAIL HOLDINGS IV-B LLC | |
| By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its managing member | ||
| By: Brookfield Private Funds Holdings Inc., its general partner | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Title: Director | ||
| By: | /s/ Arin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: Arin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Director | ||
| Dated: April 16, 2013 | BROOKFIELD RETAIL HOLDINGS IV-C SUB LLC | |
| By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its managing member | ||
| By: Brookfield Private Funds Holdings Inc., its general partner | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Title: Director | ||
| By: | /s/ Arin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: Arin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Director | ||
Dated: April 16, 2013 |
BROOKFIELD RETAIL HOLDINGS IV-D LLC | |
| By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its managing member | ||
| By: Brookfield Private Funds Holdings Inc., its general partner | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Title: Director | ||
| By: | /s/ Arin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: Arin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Director | ||
Dated: April 16, 2013 |
BROOKFIELD RETAIL HOLDINGS V LP | |
| By: Brookfield Asset Management Private Institutional Capital Adviser (Canada) L.P., its general partner | ||
| By: Brookfield Private Funds Holdings Inc., its general partner | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Title: Director | ||
| By: | /s/ Arin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: Arin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Director | ||
