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Home , Ala Moana Center, Altamonte Mall, Animas Valley Mall, Apache Mall, Augusta Mall, Baybrook Mall

Retail Overview ’ Group Overview

We are Great Gathering Places. We embrace our cultural core values of Humility, Attitude, Do The Right Thing, H Together and Own It. HUMILITY

Brookfield Properties’ retail group is a company focused A ATTITUDE exclusively on managing, leasing, and redeveloping high- quality retail properties throughout the . D DO THE RIGHT THING T TOGETHER O HEADQUARTERS OWN IT RETAIL PROPERTIES 160+

STATES 42

INLINE & FREESTANDING GLA 68 MILLION SQ FT

TOTAL RETAIL GLA 145 MILLION SQ FT

PROFORMA EQUITY MARKET CAP $20 BILLION

PROFORMA ENTERPRISE VALUE $40 BILLION

Portfolio Map 2

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1 3 3 3 1 1 2 4 1 2 1 3 2 1 1 10 4 2 5 1 4 10 2 3 3 1 48 91 6 5 6 2 7 6 4 5 11 7 4 1 1 1 2 2 2 5 7 1 2 1 2 1 1 1 1 6 1 3 5 3 4 15 19 2 14 11 1 1 3 2 1 2 1 1 3 6 2 1 3 4 18 2

17 3 1 2 1 3 2 2 5 3 6 8 2 1 12 9 7 5 1 4 3 1 2 1 2 16 3 4 13 3 1 2 6 1 7 9 1

10 5 4 2 1 4 6 11 5 3 6 2

Portfolio Properties 1 2 3 3 3 1 7 4 13 12 2 , GA 7 3 1 1 Chicago, IL , MD 8 5 2 , TX 4 , CA

6 , NY 8 2

9 5 Property Listings by State

ALABAMA 7 • Gainesville 3 • Columbia (Baltimore) 9 Brookfield Place • 8 • Pembroke Pines 4 • Baltimore 10 Manhattan West • Manhattan 1 • Hoover (Birmingham) 1 Alderwood • Lynnwood (Seattle) 5 • Towson (Baltimore) 11 • Staten Island 2 The Shoppes at Bel Air • Mobile (Fort Lauderdale) 2 Bellis Fair • Bellingham 9 Shops of Merrick Park • Coral Gables (Miami) 6 • Baltimore 3 NorthTown Mall • Spokane 4 The Shops at The Bravern • Bellevue (non-managed) 1 Carolina Place • Pineville (Charlotte) 5 Spokane • Spokane 1 Park Place • Tucson 1 • Augusta 1 • Natick (Boston) 2 • Greensboro 6 • Kelso 2 • Tucson 3 • Greenville 2 Cumberland Mall • Atlanta 7 • Seattle 3 • Sierra Vista (Tucson) 4 Independence Mall • Wilmington 3 • Alpharetta (Atlanta) 5 The Streets at Southpoint • Durham 4 • Savannah 1 • Fort Gratiot (Port Huron) 6 • Hickory 5 • Columbus 2 The Crossroads • Portage (Kalamazoo) 1 • Appleton 1 • Jonesboro 6 • Atlanta 3 • Grand Traverse 2 Mayfair • Wauwatosa (Milwaukee) 7 The Shoppes at River Crossing • Macon (Traverse City) 3 • Eau Claire 2 • Rogers 1 • Beachwood (Cleveland) 4 • Lansing 2 • 5 RiverTown Crossings • Grandville (Grand Rapids) 6 Southland Center • Taylor (Detroit) 1 Mall • Casper 1 1 Union Square • (non-managed) 1 • (Oahu) 7 Westwood Mall • Jackson 2 • Rock Springs 2 Mall • Eureka 2 • Hilo (Big Island) 1 • Oklahoma City 3 California Market Center • Los Angeles 3 Whalers Village • Lahaina (Maui) 2 • Norman (Oklahoma City) 4 • Chula Vista (San Diego) 3 • Bartlesville 5 Fig at 7th • Los Angeles 1 • Rochester 6 Fig Garden Village • Fresno 1 • Boise 2 Crossroads Center • St. Cloud 3 7 • Riverside 2 • Idaho Falls • Minnetonka (Minneapolis) 1 • Happy Valley (Portland) 8 • Glendale (Los Angeles) 3 • Coeur de Alene (Spokane, WA) 4 • Mankato 2 • Portland 9 Halo at Center • Los Angeles 10 Mt. Shasta Mall • Redding 11 NewPark • Newark (San Jose) 1 605 N. Michigan Avenue • Chicago 1 The • Tupelo 1 • Bensalem () 12 Northridge • Northridge 2 830 N. Michigan Avenue • Chicago 2 • Lancaster (Los Angeles) 3 Market Place • Champaign 13 • Chula Vista (San Diego) 4 • Northbrook (Chicago) 1 • Columbia 14 Southland Mall • Hayward (San Jose) 5 • Oak Brook (Chicago) 2 • St. Louis 1 • Providence 15 • San Francisco 6 • West Dundee 3 • St. Louis 16 • Carlsbad 7 17 • Bakersfield • Chicago 1 • Columbia 18 • Visalia 19 • Tracy 1 • Omaha 1 • 1 • Friendswood () 2 • Humble (Houston) 1 • Lone Tree (Denver) 1 Fashion Show • 2 3 Mall • Sugar Land (Houston) 2 1 • Coralville (Iowa City) The • Las Vegas • Littleton (Denver) 4 • Fort Worth 2 • West Des Moines 3 • Las Vegas 5 • 6 The Parks Mall at Arlington • Arlington (DFW) 1 • Waterbury 7 The Shops at • Houston 1 • Bridgewater 2 The Shoppes at Buckland Hills • Manchester 1 • Florence (Cincinnati, OH) 8 • San Antonio 2 • Eatontown 2 • Bowling Green 9 • Wichita Falls (Hartford) 3 • Paramus 3 Mall St. Matthews • Louisville 10 • Frisco (DFW) 3 The Shops at Somerset Square • Glastonbury 4 Willowbrook • Wayne 4 • Louisville 11 • Mesquite (DFW) (Hartford) 5 • Woodbridge 4 The Sono Collection • Norwalk 12 Willowbrook Mall • Houston 13 • The Woodlands (Houston) DC 1 • Baton Rouge 1 • Farmington 1 The Yards • Washington, D.C. 2 Mall St. Vincent • Shreveport 2 • Albuquerque 3 Nord du Lac • Covington (non-managed) 3 • Clovis 1 • Murray () 4 • Gretna () 1 • Newark (Wilmington) 5 • Monroe NEW YORK 6 • Bossier City 1 200 Lafayette • Manhattan 1 Maple Tree Place • Williston 2 218-220 West 57th Street • Manhattan 2 CityPlace • Burlington 1 • Altamonte Springs (Orlando) 3 85 Fifth Avenue • Manhattan 2 • Naples 1 • South Portland 4 522 Fifth Avenue • Manhattan (non-managed) 1 Chesterfield Towne Center • Chesterfield 3 Governor’s Square • Tallahassee 5 530 Fifth Avenue • Manhattan (Richmond) 4 • Lakeland 6 685 Fifth Avenue • Manhattan 2 • Virginia Beach 5 Miami Design District • Miami (non-managed) 1 • Salisbury 7 730 Fifth Avenue • Manhattan 8 Bleecker Street Retail • Manhattan 3 • McLean (Washington D.C.) 6 • Boca Raton 2 The Gallery at • Baltimore Brookfield Asset Management by the Numbers

BROOKFIELD ASSET MANAGEMENT (BAM)

COMPANY OVERVIEW 80,000 750 115 YEARS $330B 30+ OPERATING INVESTMENT INVESTING IN ASSETS UNDER COUNTRIES EMPLOYEES PROFESSIONALS MANAGEMENT REAL ASSETS

$21B IN $171B IN $42B IN $54B IN $44B IN PUBLIC SECURITIES RENEWABLE POWER INFRASTRUCTURE PRIVATE EQUITY & OTHERS

6 Source: 2018 Brookfield Asset Management Current Retail & Real Estate Landscape The U.S. is over-retailed with the highest GLA per capita among all developed countries

RETAIL REAL ESTATE GLA AND SALES PER CAPITA

30 $14,614 $16,000

$14,000 25 24 $10,953 $12,000

20 $9,239 $10,000 $8,437 16 CURRENT RETAIL & REAL ESTATE LANDSCAPE 15 $8,000 $6,495 $6,232

11 $6,000 10 RETAIL SF PER CAPITA

$3,282 RETAIL SALES PER CAPITA $4,000

5 5 4 $2,000 3 2 0 $0

U.S. CANADA AUSTRALIA U.K. FRANCE CHINA GERMANY

RETAIL SF PER CAPITA RETAIL SALES PER CAPITA (IN US DOLLARS)

8 Source: 2018 ICSC Country Fact Sheets Brookfield properties owns over 8% of the high-quality real estate in the U.S.

% OF TOTAL GLA (IN MILLIONS) SF PER CAPITA HIGH-QUALITY GLA

High-Quality Regional Shopping Center GLA 495 1.6 40%

High-Quality Open-Air Center GLA 732 2.3 60%

Total High-Quality Retail Real Estate 1,227 3.9 100%

TYPE QUALITY

High-Quality Retail Real Estate Regional Shopping Centers 1.2 billion sf CURRENT RETAIL & REAL ESTATE LANDSCAPE 1.1 billion sf 3.9 sf per capita 3.4 sf per capita

High-Quality Open-Air Centers

Brookfield Properties owns 8.2% of all High-Quality High-Quality Retail Regional Real Estate Shopping Open-air Centers Mid- to Low-Quality Centers 6.4 billion sf Retail Real Estate 20.2 sf per capita 6.3 billion sf 19.7 sf per capita

9 Source: 2017 Annual Report High-quality real estate wins

THE NATION’S BEST SHOPPING CENTERS GENERATE A DISPROPORTIONATELY HIGH SHARE OF RETAIL SPENDING

SALES & GLA BY PROPERTY QUALITY GRADE

C & D B A

SHARE OF GLA 26% 39% 36% CURRENT RETAIL & REAL ESTATE LANDSCAPE

SHARE OF SALES 14% 32% 54%

10 Source: Green Street Advisors, July 2018. More and more retailers are targeting a smaller pool of strong spenders. CURRENT RETAIL & REAL ESTATE LANDSCAPE

11 DISCRETIONARY SHARE OF WALLET 2007–2016 change in discretionary share of wallet

LOW INCOME MIDDLE INCOME HIGH INCOME High income (UNDER $50,000) ($50,000-$100,000) (OVER $100,000) consumers

While overall economic measures have been largely positive, growth has been concentrated among the 20% of “High Income” Americans (earning greater than 2007 $100K annually). -7% 39% 59%

In this highly competitive environment, retailers and owners should prioritize high quality locations that CHANGE IN DISCRETIONARY attract and engage the best consumers. SHARE OF WALLET -16% 0% 4% BETWEEN 2007 & 2016 CURRENT RETAIL & REAL ESTATE LANDSCAPE

-23% 32% 63% 2016

DISCRETIONARY SHARE OF WALLET

AVERAGE INCOME

Sources: “The Great Retail Bifurcation.” Deloitte Insights, 2017. 12 Notes: Income brackets from the US Census Bureau - Low income (<$50K), Middle Income ($50K - $100K), and High Income (>$100,000) Rapid technological advancements have shifted the balance of power towards the consumer

RETAILERS CURRENT RETAIL & REAL ESTATE LANDSCAPE

CONSUMERS

Retailers can no longer control messaging Shoppers can leverage digital assets to engage in and shopping inspiration via their traditional search and discovery at any time (including in-store). marketing funnel. Social media has become the discovery medium of choice. Pricing has become completely transparent. New niche brands can gain outsized exposure in the digital space, further increasing competition.

13 Source: 2018 Brookfield Properties Business Intelligence & Strategy; Evercore ISI Report: Social Media Is the New Venue for Consumer Discovery What does this mean for Retail Real Estate Assets? THE MARKETPLACE OF THE FUTURE WILL ATTRACT THE MOST DESIRABLE SHOPPERS BY ENABLING GREAT GATHERING PLACES WITH THE MOST RELEVANT BRANDS

Consumers Owners

SEEK OUT: CAN ADDRESS CONSUMER NEEDS THROUGH:

An enjoyable place to purchase Curation every day needs

Gathering Places An engaging environment that delights the senses and provides every day entertainment Sustainability WHAT DOES THIS MEAN FOR RETAIL REAL ESTATE ASSETS?

A third place with a thriving Enabling Wellness community spirit.

Reduced Pain Points (Parking, Navigation)

Source: 2017 Consumer Insights Sense of Place study; Brookfield Properties Business Intelligence & Strategy 15 Notes: Methodology focused on 5 online consumer groups comprised of a mix of regions and ethnicities, specifically targeting Moms, Male Millennials, Female Millennials, and Boomers. Curation is key to performance

The marketplace of the future will feature the right tenants to foster face-to-face interactions via compelling shopping, dining, and entertainment experiences.

FOOD & BEVERAGE PERSONAL CARE HOME FURNISHINGS ENTERTAINMENT HEALTH & WELLNESS

ONE CHANNEL BIG BOX ELECTRONICS GROCERY WHAT DOES THIS MEAN FOR RETAIL REAL ESTATE ASSETS?

16 Source: Brookfield Properties Business Intelligence & Strategy NEW LEASING BY USE CATEGORY Tenant curation With Approved/Executed Deals EXAMPLE TENANTS FROM 2018 NEW DEALS at Brookfield 100% OTHER Lifetime Fitness 90% 14% Planet Fitness OTHER Gold’s Gym Properties’ retail 22% JEWELRY 1% Spaces

80% HOME FURNISHINGS 6% Over the past decade, Brookfield has selectively JEWELRY 1% SHOES 6% remerchandised its properties to offer compelling HOME FURNISHINGS 4% SHOES 3% 70% shopping, dining, and entertainment experiences BEAUTY & PERSONAL BEAUTY & PERSONAL SERVICES 7% and hedge against softness in the apparel sector. SERVICES 5%

60% ENTERTAINMENT Dave & Buster’s 11% Main Event Entertainment ENTERTAINMENT 22% Round 1 Bowling & Amusement 50% LARGE FORMAT Kidzania BOX RETAIL 12% TopGolf

40% LARGE FORMAT BOX RETAIL 7% FOOD 13% WHAT DOES THIS MEAN FOR RETAIL REAL ESTATE ASSETS? 30% Stew Leonard’s FOOD 19% Whole Foods Market Lidl 20% Urban Spaces

APPAREL 31%

10% APPAREL 19%

0%

LEASES COMMENCING LEASES COMMENCING 2015-2017 2018 & AFTER

17 Source: 2018 Brookfield Properties Business Intelligence & Strategy Unique destinations drive traffic

SCHEELS GRAND OPENING AT APACHE MALL WEGMANS AT NATICK MALL

SCHEELS TRAFFIC AT BROOKFIELD PROPERTIES NEW OPENINGS AT BROOKFIELD PROPERTIES

Property Scheels Traffic Rank Property Tenant YOY Traffic Change WHAT DOES THIS MEAN FOR RETAIL REAL ESTATE ASSETS? Among Anchors Since Opening

Apache Mall 2 of 4 The Shops at the Bravern Lifetime Fitness +12.2%

Coral Ridge Mall 1 of 5 Natick Mall Wegmans +4.8%

Crossroads Center 3 of 4 Four Seasons Town Centre Round 1 +6.3%

Fox River Mall 2 of 5 The Mall in Columbia Main Event +5.0%

Jordan Creek Town Center 1 of 3 The Maine Mall Round 1 +7.8%

Oakwood Mall 1 of 4 White Marsh Dave & Busters +2.8%

River Hills Mall 2 of 4

18 Source: 2018 Brookfield Properties Business Intelligence & Strategy Owners can leverage their real estate to do good and create value

The marketplace of the future will leverage sustainability efforts in addition to serving as a platform for cause marketing, promotions, and events.

2017 SUSTAINABILITY AT A GLANCE

In April 2018, the Solar Energy Reduced our carbon Diverted more than 54,240 Industries Association (“SEIA”) footprint by 10,410 metric tons of waste from landfills; ranked GGP seventh among all tons of carbon dioxide enough to fill more than U.S. companies based on installed equivalents; the equivalent 8,800 recycling trucks. solar generation capacity. of removing more than 2,200 cars from U.S. roads. WHAT DOES THIS MEAN FOR RETAIL REAL ESTATE ASSETS?

Composted an additional Since 2014, completed lighting and Since 2011, reduced common 550 tons of food waste—a HVAC upgrades with projected area (controlled) grid purchased 24.2% increase from 2016. annual savings of 166.3 million electricity consumption by 51.4% kilowatt hours of electricity—the or 277.2 million kilowatt hours— equivalent of removing more than enough to power all of the homes 18,500 homes from the grid. in Palo Alto, CA for one year.

® ® 19 Source: 2017 Sustainability Report Green Star 2014 Sector Leader 2014 Hub of daily life and commerce

64% of the U.S. population lives within an hour drive of a Brookfield Properties shopping center.

SHOPPING

DISCOVERY & COMMUNITY RECREATION GATHERING SHOPPING CENTER AS SHOPPING THE CENTER AS A DESTINATION HUB OF DAILY LIFE

WHAT DOES THIS MEAN FOR RETAIL REAL ESTATE ASSETS? FOOD & FULFILLMENT ENTERTAINMENT & LOGISTICS

YESTERDAY TOMORROW

OWNER / DEVELOPER OWNER / DEVELOPER A S A S LANDLORD “LIFESTYLE ARCHITECT”

20 Source: 2018 Brookfield Properties Business Intelligence & Strategy What does this mean for retailers? Consumer expectations

Consumers demand retailers stay relevant by perfecting the basics and connecting with them in a compelling and differentiated way.

PRODUCT SERVICE EXPERIENCE

The right assortment delivering Expert guidance curating Live your brand with a fresh, relevant, and occasion- product and styling differentiated and consistent appropriate merchandise that recommendations beyond what experience in-store. delights the target consumer. a shopper can research online. Provide brand-appropriate WHAT DOES THIS MEAN FOR RETAILERS? Compelling value balancing Support a consistent brand ambiance. the total benefit of the shopping experience with the right visual experience against the cost. merchandising, stocking levels, Personalize services and and store aesthetic. offeringsto what best delights Appropriate quality for the the target consumer and builds price and brand promise. Remove friction from the loyalty. experience with fast, convenient returns and check out.

22 Source: 2018 BPRG Business Intelligence & Strategy Consumer engagement

The most relevant and successful retailers are organizing their strategy around consumer engagement versus transactions alone.

RELATIONSHIP BUILDING RIGHT BRAND - Personalization - Authenticity - Relevant Rewards (not discounts) - Deliver on product expectations - Value-added services - Social good to drive brand engagement C O N S U M E R ENGAGEMENT WHAT DOES THIS MEAN FOR RETAILERS?

MEANINGFUL TOUCHPOINTS - Relevant, personalized digital and physical touchpoints - Owned and third party platforms - One Channel points of sale - Marketing to create connection

23 Source: 2018 BPRG Business Intelligence & Strategy , Sephora, Zara and Warby Parker are winning in the marketplace by focusing on engaging their consumer

Nordstrom curates a fashionable, relevant Sephora incubates new, innovative beauty Zara supports its fashion brand equity by This Digital Native is enjoying success by growing assortment spanning hot niche brands (e.g., brands (e.g., Pat McGrath, Hourglass, Milk continuing to deliver fresh new products every its physical store footprint. The brand leverages Allbirds, Sézane, Madewell) to “better” and luxury Makeup) in concert with high quality private label two weeks and by providing brand-consonant hip stores to attract new customers who may not offerings. They have evolved their marketing and renowned traditional beauty brands. Their imagery across channels. In addition to continued have been comfortable buying glasses online. and brand position to be more inclusive and Sephora Stands program supports efforts to investment in its world class supply chain, Zara is They heavily invested in their store design,

WHAT DOES THIS MEAN FOR RETAILERS? have tailored their store operations and retail empower female entrepreneurs, communities in deploying RFID tags to enhance inventory visibility merchandising, and staffing to reinforce the strategy to encourage consumer engagement transition, Sephora employees, and the planet. and facilitate better customer service in-store. hip, socially responsible positioning they curate (e.g., Nordstrom Local for pick-ups/returns and The brand continuously invests in technologies Customers can also pay in-store using their mobile online. Their social media presence bolsters the tailoring, incentivizing the LA team based on across channels to provide tailored, differentiated phones via the Zara app or the Inditex Group brand with trendy lifestyle images of the product total market performance vs. focusing on a single services that meet each shopper’s need state. app, InWallet, for easier checkout. They are even and the workforce, reinforced by their signature channel). They also continue to evolve their loyalty They have also expanded their customer base testing AI-enabled smart mirrors that offer outfit blue and white color scheme. Across platforms program and provide value-added services like through shop-in-shops at JC Penney. They suggestions to complement what a consumer is and marketing messaging, Warby Parker presents free personal shopping and beauty consultations. continue to reward their best customers with trying on and a robot retrieving online orders in a consistent look and feel, emphasizing their “buy their Beauty Insider loyalty program. select Flagship stores. one, give one” equity, as well as their irreverent, cheeky messaging.

24 Source 2018 Brookfield Properties Business Intelligence & Strategy Physical stores provide a halo effect of brand awareness and consumer engagement, driving one channel sales as a virtuous cycle for retailers

INTERNAL BROOKFIELD PROPERTIES ANALYSIS ICSC ANALYSIS 92 Brookfield Properties Store Openings from April 2016 – August 2017 804 store openings / closures 15 weeks pre- vs. 15 weeks post-opening 13 weeks pre- vs. 13 weeks post-opening

+39%

31% 32% 27% WHAT DOES THIS MEAN FOR RETAILERS?

ESTABLISHED BRAND NEW RETAILER ESTABLISHED BRAND NEW RETAILER STORE STORE STORE STORE OPENINGS OPENINGS OPENINGS OPENINGS

Average Website Share % Lift to DMA

25 Source: Hitwise, Brookfield Properties Salesforce, “The Halo Effect – How Bricks Impact Clicks” ICSC, 2018.