X0306 4/A 2016-07-06 2012-03-12 0 0001528558 Rouse Properties, Inc. RSE 0001001085 BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE, 181 BAY ST, STE 300 PO BOX 762 TORONTO A6 M5J2T3 ONTARIO, CANADA 0 0 1 0 0001540229 Partners Ltd 181 BAY STREET BROOKFIELD PLACE, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA 0 0 1 0 0001560282 Brookfield Property Partners Ltd BROOKFIELD PLACE 250 VESEY STREET, 15TH FLOOR NEW YORK NY 10281 0 0 1 0 0001540230 Brookfield Holdings Canada Inc. BROOKFIELD PLACE 250 VESEY STREET, 15TH FLOOR NEW YORK NY 10281 0 0 1 0 0001504722 Brookfield US Holdings Inc. BROOKFIELD PLACE 250 VESEY STREET, 15TH FLOOR NEW YORK NY 10281 0 0 1 0 0001504721 Brookfield US Corp BROOKFIELD PLACE 250 VESEY STREET, 15TH FLOOR NEW YORK NY 10281 0 0 1 0 Series I Preferred Stock Par Value $0.01 2016-07-08 4 J 0 193876.25 D 0 I See footnotes Common Stock Par Value $0.01 2016-07-08 4 J 0 499 A 1499 I See footnotes Common Stock Par Value $0.01 2016-07-08 4 J 0 1499 D 0 I See footnote LLC Interests of Rouse Properties, LLC 2016-07-08 4 J 0 1000 A 1000 I See footnote On July 6, 2016, pursuant to the Agreement and Plan of Merger by and among Rouse Properties, Inc. ("Rouse"), BSREP II Retail Pooling LLC ("Parent"), BSREP II Retail Holdings Corp. ("Acquisition Sub") and, solely for purposes of Section 10.14 therein, Brookfield Strategic Real Estate Partners II-A L.P., Brookfield Strategic Real Estate Partners II-A (ER) L.P., Brookfield Strategic Real Estate Partners II-B L.P., Brookfield Strategic Real Estate Partners II-C L.P., Brookfield Strategic Real Estate Partners II-C (ER) L.P. and Brookfield Strategic Real Estate Partners II BPY Borrower L.P., dated February 25, 2016 (the "Merger Agreement"), Acquisition Sub was merged with and into Rouse (the "Merger"), with Rouse surviving the Merger as the surviving corporation and a subsidiary of Parent (the "Surviving Corporation"). Upon the consummation of the Merger, each outstanding share of Series I Preferred Stock of Rouse Properties, Inc. was converted into 0.01 shares of Series I Preferred Stock of the Surviving Corporation and each share of common stock of Rouse was cancelled and each of the 1,000 outstanding shares of Acquisition Sub were converted into a share of common stock of the Surviving Corporation. Consequently, following the consummation of the Merger, BAM beneficially owned, through the Reporting Owners and Parent, 193,876.25 shares of Series I Preferred Stock of the Surviving Corporation and 1,000 shares of common stock of the Surviving Corporation. A copy of the Merger Agreement is filed as Annex A to Rouse's Proxy Statement on Form 14A filed on May 27, 2016. On July 8, 2016, in connection with and prior to the conversion of Rouse from a corporation to limited liability company (the "Conversion"), BSREP II Retail Pooling LLC, an indirect subsidiary of the Reporting Owners ("Parent"), contributed to Rouse 193,876.25 shares of Series I Preferred Stock of Rouse (the "Exchange Shares") in exchange for the issuance by Rouse to Parent of 499 shares of common stock of Rouse, par value $0.01 (the "Exchange"). Following the Exchange, the Exchange Shares were cancelled and BAM, through the Reporting Owners and Parent, indirectly held 1,499 shares of common stock of Rouse. On July 8, 2016, upon the consummation of the Conversion, each of the 1,499 shares of common stock of Rouse held indirectly by BAM was converted into 1,000 limited liability company interests of Rouse Properties, LLC. /s/ A.J. Silber, Vice President, Legal Affairs, BROOKFIELD ASSET MANAGEMENT INC. 2016-07-08 /s/ Brian D. Lawson, Director, /s/ Tony Rubin, Treasurer, PARTNERS LIMITED 2016-07-08 /s/ Jane Sheere, Secretary, BROOKFIELD PROPERTY PARTNERS LIMITED 2016-07-08 /s/ A.J. Silber, Vice President, BROOKFIELD HOLDINGS CANADA INC. 2016-07-08 /s/ A.J. Silber, Director, BROOKFIELD US HOLDINGS INC. 2016-07-08 /s/ Mark Srulowitz, President, BROOKFIELD US CORP 2016-07-08