JOINT FILING AGREEMENT
Exhibit 20
THIS JOINT FILING AGREEMENT is entered into as of August 9, 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: ▇▇▇▇▇▇ ▇, ▇▇▇▇ | ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT INC. | |
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Title: Managing Partner | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Title: Senior Managing Partner | ||
| Dated: August 9, 2013 | PARTNERS LIMITED | |
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Secretary | ||
| Dated: August 9, 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: August 9, 2013 | BROOKFIELD PRIVATE FUNDS HOLDINGS INC. | |
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Title: Director | ||
| By: | /s/ Arin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: Arin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Director |
| Dated: August 9, ▇▇▇▇ | ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ INC. | |
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Title: Vice President | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Title: Vice President | ||
| Dated: August 9, 2013 | BROOKFIELD PROPERTY PARTNERS LIMITED | |
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Secretary | ||
| Dated: August 9, 2013 | Brookfield Property PARTNERS LP | |
|
By: Brookfield Property Partners Limited, its general partner | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Secretary | ||
| Dated: August 9, 2013 | Brookfield Property L.P. | |
| By: Brookfield Property Partners LP, its general partner | ||
| By: Brookfield Property Partners Limited, its general partner | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Secretary | ||
| Dated: August 9, 2013 | BROOKFIELD BPY HOLDINGS (US) INC. | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: President & Chief Financial Officer | ||
| Dated: August 9, 2013 | BPY Canada Subholdings 1 ULC | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Director | ||
| Dated: August 9, 2013 | BPY Canada Subholdings 3 ULC | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Director | ||
| Dated: August 9, 2013 | BPY Canada Subholdings 4 ULC | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Director | ||
| Dated: August 9, 2013 | BPY Canada Subholdings 2 ULC | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Director | ||
| Dated: August 9, 2013 | BROOKFIELD BPY RETAIL HOLDINGS I LLC | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: President & Chief Financial Officer | ||
| Dated: August 9, 2013 | Brookfield BPY Retail Holdings II LLC | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: President & Chief Financial Officer | ||
| Dated: August 9, 2013 | BPY Retail III LLC | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: President & Chief Financial Officer | ||
| Dated: August 9, 2013 | Brookfield Retail Holdings VII LLC | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Director | ||
| Dated: August 9, 2013 | NEW BROOKFIELD RETAIL HOLDINGS R 2 LLC | |
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Senior Vice President | ||
| Dated: August 9, 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: August 9, 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: August 9, 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 | ||
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| ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Title: Director | ||
| By: | /s/ Arin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: Arin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Director | ||
| Dated: August 9, 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: August 9, 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 | ||
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| ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Title: Director | ||
| By: | /s/ Arin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: Arin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Director | ||
| Dated: August 9, 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: August 9, 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 | ||
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| ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Title: Director | ||
| By: | /s/ Arin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: Arin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Director | ||
SCHEDULE XXXI
Brookfield Property Partners Limited
| Name
and Position of Officer or Director |
Principal
Business Address |
Principal
Occupation or Employment |
Citizenship | |||
| ▇▇▇ ▇▇▇▇▇▇, Director | Full Fathoms, 2Dill Lane, Devonshire DV 07 Bermuda | Founder and Executive Chairman of Sigma Real Estate Advisors/Sigma Capital Corporation | Canadian | |||
| ▇▇▇▇ ▇▇▇▇▇▇▇, Director | ▇▇ ▇▇▇▇ ▇▇, ▇▇. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ | Partner and Executive Director of ECONSULT | Chilean | |||
| ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, Director | AV Visconde D Albuquerque 999 Rio de Janerio Brazil 22450-001 | Senior Partner with Dealmaker Ltd. | Brazilian | |||
| ▇▇▇▇ ▇▇▇▇▇▇, Director | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | Senior Portfolio Manager for Inter IKEA Treasury in North America and Europe | Canadian and Swedish | |||
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Director/Chairman | Brookfield Place ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ | Corporate Director | Canadian | |||
| ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, Director | River Oak Investment Corp, Inc., ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Managing Director and CEO of RiverOak Investment Corp., LLC | USA | |||
| ▇▇▇▇▇ ▇▇▇▇▇, Director | Brookfield Place ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ | CEO of Brookfield Asset Management | Canadian | |||
| ▇▇▇▇▇▇▇ ▇▇▇▇ McConnie, President
|
Brookfield International Bank, Cedar Court 2nd Fl, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | President and CEO, Brookfield International Bank Inc. | Barbadian |
| ▇▇▇▇▇ ▇▇▇, Vice President | ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | Managing Partner, Corporate Operations of Brookfield Asset Management Inc. | USA | |||
| ▇▇▇▇ ▇▇▇▇▇▇, Secretary | ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ 12, Bermuda | Assistant Corporate Secretary, Brookfield Infrastructure Group, Brookfield Infrastructure Partners L.P | British |