Exhibit 99.1

BROOKFIELD PROPERTY PARTNERS

AMENDED AND RESTATED BPY UNIT OPTION PLAN

Amended November 5, 2019

BROOKFIELD PROPERTY PARTNERS
AMENDED AND RESTATED BPY UNIT OPTION PLAN

SECTION 1.                         GENERAL PROVISION

1.1                               Purpose

The purpose of the Brookfield Property Partners BPY Unit Option Plan (the “Plan”) is to (i) promote the alignment of interests of Eligible Persons with the unitholders of BPY; (ii) encourage Eligible Persons to remain with Brookfield Property Partners; and (iii) attract new employees and officers.

1.2                               Administration

(a)                                 The Plan shall be administered by the Board.

(b)                                 Subject to the limitations of the Plan, the Board shall have the authority to:  (i) grant Options to Eligible Persons; (ii) determine the terms, limitations, restrictions and conditions upon such grants, including vesting and exercise; (iii) determine whether an Eligible Person will receive a cash payment in lieu of BPY Units if the Option has vested and been exercised; (iv) interpret the Plan and adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Plan as it shall from time to time deem advisable; and (v) make all other determinations and take all other actions in connection with the implementation and administration of the Plan as it may deem necessary or advisable.  The Board’s guidelines, rules, regulations, interpretations and determinations shall be conclusive and binding upon BPY and all Participants.

(c)                                  To the extent permitted by applicable law, the Board may, from time to time, delegate to the Administrative Committee all or any of the powers conferred on the Board under the Plan.  In such event, references to the Board mean and include the Administrative Committee and the Administrative Committee will exercise all of the powers delegated to it by the Board in the manner and on the terms authorized by the Board.

1.3                               Interpretation

For the purposes of the Plan, the following terms shall have the following meanings:

(a)                                 “Administrative Committee” means a committee comprised of senior executives of (i) the Brookfield Property Group acting in their capacity as officers or directors of Brookfield Property Partners, and/or (ii) Brookfield Asset Management Inc. as determined by the Chief Executive Officer of the Brookfield Property Group;

(b)                                 “Affiliate” means with respect to any person, another person that directly, or indirectly through one or more persons, Controls or is Controlled by or is under common Control with, such person or a related body corporate;

(c)                                  “Blackout Period” means any period imposed by BPY, during which specified individuals, including insiders of BPY, may not trade in BPY’s securities (including, for greater certainty, where specific individuals are restricted from trading because they have

material non-public information), but does not include any period when a regulator has halted trading in BPY’s securities;

(d)                                 “Board” means the board of directors of Brookfield Property Partners Limited, the general partner of BPY;

(e)                                  “BPY” means Brookfield Property Partners L.P., a Bermuda exempted limited partnership;

(f)                                   “BPY Unit” means a publicly-traded non-voting limited partnership unit of BPY;

(g)                                  “Brazilian Participant” means each Participant who is subject to taxation in Brazil in respect of Options;

(h)                                 “Brookfield Group” means Brookfield Asset Management Inc. and any of its Affiliates;

(i)                                     “Brookfield Property Group” means the operating and asset management entities within the property platform of Brookfield Asset Management Inc. and includes the service providers to BPY pursuant to its Master Services Agreement;

(j)                                    “Brookfield Property Partners” means BPY and any Affiliate of BPY that employs Eligible Persons;

(k)                                 “Cause” means:

(i)                                     a Participant’s willful failure or refusal to perform his or her employment duties after being given notice and a reasonable opportunity to remedy such failure or refusal;

(ii)                                  a Participant’s gross misconduct in connection with the Participant’s employment;

(iii)                               a Participant’s act of dishonesty or breach of trust in connection with the Participant’s employment;

(iv)                              a Participant’s conviction of, or a plea of guilty or no contest to, any indictable criminal offence or any other criminal offence involving fraud, dishonesty or misappropriation;

(v)                                 a Participant’s conduct which is likely to injure the reputation or business of the Brookfield Group, including, without limitation, any breach of the Brookfield Group’s Code of Business Conduct and Ethics or the willful violation by the Participant of any of the Brookfield Group’s policies;

(vi)                              a Participant’s breach of confidentiality, non-solicitation or non-competition obligations; or

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(vii)                           any other conduct of a Participant which would be treated as cause and/or serious misconduct under the laws of the jurisdiction in which the termination occurs;

(l)                                     “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated thereunder;

(m)                             “Control” and similar expressions mean a relationship between two persons wherein one of such persons has the power, through the ownership of equity securities, by contract or otherwise, to directly or indirectly direct the management and policies of the other of such persons;

(n)                                 “Eligible Persons” means:

(i)                                     directors, officers or Employees of BPY or any Affiliate of BPY whose location of employment is within the United States, without regard to that individual’s tax residence or citizenship and for which BPY Units constitute “service recipient stock” within the meaning of Section 409A;

(ii)                                  officers or Employees of Brookfield Property Partners whose location of employment is within the United Kingdom or any jurisdiction other than the United States, Australia or Canada, without regard to that individual’s tax residence or citizenship; and

(iii)                               any other persons so designated by the Board, subject to applicable laws and regulations;

(o)                                 “Employee” means full-time and part-time employees, but does not include consultants or independent contractors;

(p)                                 “Employer” means the entity that employs the Participant (or that employed the Participant immediately prior to his or her Termination Date);

(q)                                 “Exercise Price” has the meaning set out in Section 2.2(a);

(r)                                    “Expiry Period” has the meaning set out in Section 2.3(b);

(s)                                   “Fair Market Value” means, for any Option or BPY Unit, the closing price of a BPY Unit on the Nasdaq on the last trading day preceding the applicable day; provided that, for purposes of establishing the Exercise Price of an Option, “Fair Market Value” means the volume-weighted average price of a BPY Unit on the Nasdaq for the five trading days preceding the effective grant date;

(t)                                    “Nasdaq” means the Nasdaq Stock Market or successor thereto;

(u)                                 “Option” means an option granted to a Participant which represents the right to receive, pursuant to the terms of the Plan, BPY Units or, at the discretion of the Board, a cash payment on exercise of the Option equal to the amount, if any, by which the Fair Market Value of a BPY Unit on the date of exercise exceeds the Exercise Price;

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(v)                                 “Option Agreement” has the meaning set out in Section 2.1(c);

(w)                               “Participants” means Eligible Persons to whom Options have been granted but have not been exercised or cancelled;

(x)                                 “Plan” has the meaning set out in Section 1.1;

(y)                                 “Retirement” means the resignation of a Participant in circumstances determined by the Board, in its absolute discretion, to be retirement;

(z)                                  “Section 409A” has the meaning set out in Section 2.4;

(aa)                          “Security-Based Compensation Arrangement” has the meaning set out in the TSX Company Manual;

(bb)                          “Specified Maximum” has the meaning set out in Section 1.4(b);

(cc)                            “Tax” means any tax liability payable by a Participant in relation to their participation in the Plan under the laws of the jurisdiction in which the Participant is employed;

(dd)                          “Termination Date” means, unless otherwise determined by the Board, a Participant’s last day of active employment, as further clarified below:

(i)                                     in the event a Participant’s employment is terminated by the Employer for any reason, the last day of active employment will be the date and time notice of termination is delivered to the Participant and will not include any period the Participant is under notice of termination or any period of deemed employment, pay in lieu of notice of termination or salary continuance provided or required to be provided by the Employer to the Participant;

(ii)                                  in the event of a continuous leave of absence (including for disability), the Participant’s last day of active employment will be the earlier of the date of termination of employment and two years from the start of the Participant’s continuous leave of absence;

(iii)                               in the event of a Participant’s resignation or Retirement, the last day of active employment will be the effective date of resignation or Retirement; and

(iv)                              in the event of a Participant’s death, the last day of active employment means the date of the Participant’s death;

(ee)                            “TSX” means the Toronto Stock Exchange or successor thereto;

(ff)                              “U.S. Participant” means a Participant who is a United States citizen or United States resident alien as defined for purposes of Section 7701(b)(1)(A) of the Code;

(gg)                            “Vested” means the Vesting Period has expired and the Option is exercisable; and

(hh)                          “Vesting Period” means any period imposed by the Board before a granted Option becomes Vested and exercisable.

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Words importing the singular number only shall include the plural and vice versa and words importing the masculine shall include the feminine.

The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to its principles of conflicts of law.

(b)                                 The maximum number of BPY Units (“Specified Maximum”) that are issuable for all purposes under the Plan shall be 15,000,000 BPY Units. Where, upon exercise of an Option, BPY Units are issued to a Participant, the number of BPY Units issued as determined in accordance with Section 2.3(c) of the Plan will be deducted from the Specified Maximum. The Specified Maximum is subject to adjustment in accordance with the provisions of the Plan.

(c)                                  The maximum number of BPY Units that are issuable to any one person under the Plan shall not exceed 5% of the outstanding BPY Units (on a non-diluted basis), less the aggregate number of BPY Units reserved for issuance to such person under any other Security-Based Compensation Arrangement of BPY.

(d)                                 The maximum number of BPY Units that are issuable to insiders of BPY at any time pursuant to the Plan and issuable under all other Security-Based Compensation Arrangements of BPY shall not exceed 10% of issued and outstanding BPY Units.

(e)                                  The maximum number of BPY Units that are issued to insiders of BPY within a one-year period pursuant to the Plan and issued under all other Security-Based Compensation Arrangements of BPY shall not exceed 10% of issued and outstanding BPY Units.

(f)                                   In the event of any change in the outstanding BPY Units by reason of any subdivision or consolidation of BPY Units, payment of distributions in units (other than normal distributions), reclassification or conversion of BPY Units, recapitalization, reorganization, or any other event which, in the judgment of the Board, justifies action by way of adjustment to the number of Options, the Board shall, subject to applicable law, make appropriate substitution or adjustment in the number and kind of units on which unexercised Options are based and in the Exercise Price of such Options.

(g)                                  In the event of the reorganization of BPY or the amalgamation, merger or consolidation of BPY with another company, or the payment of a special or extraordinary distribution, the Board shall, subject to applicable law, make such provision for the protection of the rights of Participants as the Board in its discretion deems appropriate. Any such adjustments shall, to the extent applicable, be in accordance with Section 409A so as not to cause a modification or a deemed new grant of the Option to a U.S. Participant.

1.5                               Non-Exclusivity

Nothing contained herein shall prevent the Employer from adopting other or additional compensation arrangements, subject to any required approval.

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1.6                               Amendment and Termination

(a)                                 The Board may amend, suspend or terminate the Plan, or any portion thereof, at any time, subject to those provisions of applicable law (including, without limitation, the rules, regulations and policies of the TSX), if any, that require the approval of security holders or any governmental or regulatory body. However, except as expressly set forth herein, no action of the Board, or security holders may adversely alter or impair the rights of a Participant without the consent of the affected Participant, under any Option previously granted to the Participant. Without limiting the generality of the foregoing, the Board may make the following types of amendments to the Plan without seeking security holder approval:

(i)                                    amendments of a “housekeeping” or administrative nature including, without limiting the generality of the foregoing, any amendment for the purpose of curing any ambiguity, error or omission in the Plan or to correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan;

(ii)                                 amendments necessary to comply with the provisions of applicable law (including, without limitation, the rules, regulations and policies of the TSX and the Nasdaq);

(iii)                              amendments necessary for awards to qualify for favorable treatment under applicable tax laws;

(iv)                             any amendment to the vesting provisions of the Plan or any Option;

(v)                                any amendment to the termination or early termination provisions of the Plan or any Option, whether or not such Option is held by an insider, provided such amendment does not entail an extension beyond the Expiry Period; and

(vi)                             amendments necessary to suspend or terminate the Plan.

(b)                                 Securityholder approval will be required for the following types of amendments:

(i)                                    amendments to the number of BPY Units issuable under the Plan, including an increase to a fixed maximum number of BPY Units or a change from a fixed maximum number of BPY Units to a fixed maximum percentage;

(ii)                                 any amendment to the Plan that increases the length of the period after a Blackout Period during which Options may be exercised;

(iii)                              any amendment which would result in the Exercise Price for any Option granted under the Plan being lower than the Fair Market Value of the BPY Units at the time the Option is granted;

(iv)                             any amendment which reduces the Exercise Price of an Option, other than pursuant to Sections 1.4(f) and 1.4(g) of the Plan;

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(v)                                any amendment expanding the categories of Eligible Persons which would have the potential of broadening or increasing insider participation;

(vi)                             any amendment extending the term of an Option held by an insider beyond its Expiry Period, except as provided in Section 2.3(b);

(vii)                          any amendment to the amendment provisions granting additional powers to the Board to amend the Plan without security holder approval; and

(viii)                       amendments required to be approved by security holders under applicable law (including, without limitation, the rules, regulations and policies of the TSX).

1.7                               Right of Service

Neither participation in the Plan nor any action under the Plan shall be construed to give any Participant a right to be retained in the services of the Employer.

SECTION 2.                         OPTIONS

2.1                               Grants

(a)                                 Subject to the provisions of the Plan, the Board shall have the authority to determine the limitations, restrictions and conditions, if any, in addition to those set forth in Sections 2.2, 2.3 and 3.1 hereof, applicable to the exercise of an Option.

(b)                                 An Eligible Person may, subject to the Board’s discretion, be granted Options on more than one occasion under the Plan and may receive separate Options on any one occasion.

(c)                                  Each Option shall be confirmed by, and subject to, an option agreement (an “Option Agreement”) executed by the Participant. The grant of an Option is conditional on the Participant signing the Option Agreement.

(d)                                 The effective grant date of Options shall be (i) in the case of a grant of Options approved by the Board during a Blackout Period, no earlier than the sixth trading day following the end of such Blackout Period and (ii) in the case of all other grants of Options, no earlier than the sixth trading day following the date such grant is approved by the Board, provided in all cases, that if a subsequent Blackout Period is imposed prior to the grant date, the grant date shall be deferred until no earlier than the sixth trading day following the end of such subsequent Blackout Period.

2.2                               Option Exercise Price

(a)                                 The exercise price (“Exercise Price”) of each Option will be established at the time such Option is granted, which shall be awarded in U.S. dollars and shall not be less than the volume-weighted average price of a BPY Unit on the Nasdaq for the five trading days preceding the effective grant date, and shall, in all cases, be not less than such amount required by applicable regulatory authorities from time to time.

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(b)                                 The Exercise Price shall be subject to adjustment in accordance with the provisions of Section 1.4 hereof.

2.3                               Exercise of Options

(a)                                 The Board may determine when any Option shall become Vested and exercisable and may determine that the Option shall be Vested and exercisable in installments. Unless otherwise specified in the Option Agreement or other agreement with the Participant, Options become Vested as to 20% at the first anniversary date after the grant and as to 20% at the end of each subsequent anniversary date up to and including the fifth anniversary date of the grant.

(b)                                 The Board may determine the maximum period following the grant date during which a Vested Option may be exercised (the “Expiry Period”), subject to the provision that Options shall not be exercisable later than 10 years after the date of grant, provided that, if an Option would otherwise expire during a Blackout Period or within 10 days after the end of the Blackout Period, to the extent permitted by applicable law, the term of such Option shall automatically be extended until 10 days after the end of the Blackout Period.

(c)                                  Subject to (a) and (b) above, the discretion of the Board, the applicable provisions of Section 3.1 below and Appendix A (with respect to Brazilian Participants), a Vested Option may be exercised at the election of a Participant by delivering to BPY a completed notice of exercise.  On exercise, and subject to Section 2.3(d), the Participant is entitled to receive the number of BPY Units with an aggregate Fair Market Value at the date of exercise equal to (i) the amount by which the Fair Market Value of a BPY Unit at the date of exercise exceeds the Exercise Price, multiplied by (ii) the number of Options exercised. Cash will be paid in lieu of fractional BPY Units based on the Fair Market Value of a BPY Unit on the date of exercise. At the discretion of the Board, BPY may in lieu of issuing BPY Units on exercise of an Option to pay the Participant, subject to Section 2.3(d), cash equal to (i) the amount by which the Fair Market Value of a BPY Unit at the date of exercise exceeds the Exercise Price, multiplied by (i) the number of Options exercised. Such issuance of BPY Units or cash payment shall be made within 10 days after the applicable notice of exercise.

(d)                                 BPY may and shall deduct from any payment to which a Participant is entitled upon the exercise of an Option any applicable withholdings and deductions relating to any amount of Tax or other government deduction or withholding that BPY is obliged to deduct or withhold in respect of the payment.

(e)                                  Except as required by law, BPY is not responsible for any Tax which may become payable by a Participant in connection with the grant, acquisition or exercise of Options, or any other dealing by a Participant with Options.

(f)                                   A Participant shall not be deemed for any purpose to be, or to have rights as, a unitholder of BPY by such exercise of an Option, except to the extent such units are issued therefor and then only from the date such units are issued. No adjustment shall be made for dividends or distributions or other rights for which the record date is prior to the date such units are issued to a Participant pursuant to the exercise of Options.

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(g)                                  If, as and when any BPY Units have been duly issued upon the exercise of an Option and in accordance with the terms of such Option and the Plan and any regulations made hereunder, such BPY Units shall be conclusively deemed allotted as fully paid and non-assessable units of BPY.

2.4                               Compliance with Legislation

The Board may postpone any exercise of any Option or the issue of any BPY Units pursuant to the Plan for such time as the Board in its discretion may deem necessary in order to permit BPY to effect or maintain registration of the Plan or the BPY Units issuable pursuant thereto under the securities laws of any applicable jurisdiction, or to determine that such units and the Plan are exempt from such registration. BPY shall not be obligated by any provision of the Plan or grant thereunder to issue BPY Units in violation of the law of any government having jurisdiction therein. In addition, BPY shall have no obligation to issue any BPY Units pursuant to the Plan unless such BPY Units shall have been duly listed, upon official notice of issuance, with a stock exchange on which such BPY Units are listed for trading.

With respect to U.S. Participants, each Option is intended to be exempt from the application of Section 409A of the Code and the regulations thereunder as in effect from time to time (“Section 409A”), and all of the provisions of this Plan shall be construed and interpreted in a manner consistent with requirements for avoiding taxes, interest and penalties under Section 409A.  If any provision of the Plan contravenes Section 409A or could cause the U.S. Participant to incur any tax, interest or penalties under Section 409A, the Board may, in its sole discretion and without the U.S. Participant’s consent, modify such provision to: (i) comply with, or avoid being subject to, Section 409A, or to avoid the incurrence of taxes, interest and penalties under Section 409A; and/or (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the U.S. Participant of the applicable provision without materially increasing the cost to BPY or contravening Section 409A.  However, the Board shall have no obligation to modify the Plan or any Option and does not guarantee that Options will not be subject to taxes, interest and penalties under Section 409A.

SECTION 3.                         EMPLOYMENT STATUS

3.1                               Change in Employment Status

Except as otherwise determined by the Board in accordance with applicable laws and regulations, the following provisions apply to the exercise and cancellation of Options on or following a change in the employment status of a Participant.  For greater certainty, no Option shall be exercisable after its Expiry Period, except as set out in Section 2.3(b).

(a)                                 In the event of termination of the employment of a Participant by the Employer other than for Cause, each of the Vested Options held by the Participant shall cease to be exercisable 60 calendar days after the Participant’s Termination Date.  Each Option held by a Participant that is Vested but not exercised by such time shall be cancelled.  Each Option held by a Participant that is not Vested by the Termination Date shall be cancelled on the Termination Date.

(b)                                 In the event of termination of the employment of a Participant by the Employer for Cause, all Options whether Vested or not Vested by the Termination Date shall be cancelled on the Termination Date.

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(c)                                  In the event of resignation by a Participant, all Options whether Vested or not Vested by the Termination Date shall be cancelled on the Termination Date.

(d)                                 In the event of Retirement by a Participant, each of the Vested Options held by the Participant shall continue to be exercisable in accordance with the terms of the Plan until its original Expiry Period.  Each Option held by a Participant that is Vested but not exercised by such time shall be cancelled. Each Option held by a Participant that is not Vested by the Termination Date shall be cancelled on the Termination Date.

(e)                                  In the event of a Participant being on a continuous leave of absence other than as a result of disability or leave authorized by statute, all Options whether Vested or not Vested by the Termination Date shall be cancelled on the Termination Date.

(f)                                   In the event of a Participant being on an authorized continuous leave of absence as a result of disability or leave authorized by statute, each of the Vested Options held by the Participant shall cease to be exercisable 60 calendar days after the Participant’s Termination Date. Each Option held by a Participant that is Vested but not exercised by such time shall be cancelled. Each Option held by a Participant that is not Vested by the Termination Date shall be cancelled on the Termination Date.

(g)                                  In the event of the death of a Participant, the legal representatives of the Participant may exercise each of the Vested Options held by the Participant for six months after the Participant’s Termination Date to the extent such Options are by their terms Vested and exercisable by the Termination Date or become so within a period of six months following the Participant’s death.  Each Option held by a Participant that is Vested but not exercised by the legal representatives of the Participant by such time shall be cancelled. Each Option held by a Participant that is not Vested by the Termination Date that would not otherwise become Vested within a period of six months following the Participant’s death shall be cancelled on the Termination Date.

(h)                                 If an Option would otherwise cease to be exercisable during a Blackout Period pursuant to Section 3.1(a), (c), (d), (e), (f) or (g), the term of such Option shall automatically be extended until 10 days after the end of the Blackout Period.

SECTION 4.                         GENERAL

4.1                               Unfunded Plan

Neither the establishment of the Plan nor the granting of Options to a Participant (if, in the Board’s sole discretion it chooses to do so) shall be deemed to create a trust. Amounts payable to any Participant under the Plan shall be a general unsecured obligation of BPY.  The right of the Participant or a legal representative of the Participant to receive payment pursuant to the Plan shall be no greater than the rights of a general unsecured creditor of BPY.

4.2                               Inalienability of Benefits

Subject to the provisions herein set forth, none of the benefits, payments, proceeds, allocations, claims or rights of any Participant hereunder shall be subject to any claim of any creditor of any Participant, nor shall the same be subject to attachment or garnishment or other legal process by any creditor of the

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Participant, nor shall any Participant have the right to alienate, anticipate, commute, pledge, transfer, sell, encumber or assign any Options or any of the benefits, payments, proceeds, allocations, claims or rights to which he or she is entitled, contingently or otherwise, under the Plan, except the payments under the Plan may be directed to a legal representative of the Participant as contemplated by this Plan.

SECTION 5.                         APPROVAL

5.1                               Approval

The Plan was adopted effective June 9, 2014. Amendments to the Plan were approved by the Board on February 3, 2015 and approved by the unitholders of BPY at its Special Meeting held March 26, 2015. Minor housekeeping amendments were made as of February 4, 2016 to make the Plan suitable for Australian Participants and on February 7, 2018 to make the Plan suitable for Brazilian Participants and reflect BPY’s U.S. listing on the Nasdaq. Amendments to the Plan were approved by the Board on November 5, 2019 to provide that the Exercise Price for a grant of Options shall be calculated for the period of five trading days immediately preceding the effective grant date, regardless of whether the grant is approved by the Board during a Blackout Period.

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Appendix A
Brazilian Participants

The provisions of this Appendix A apply to Options held by a Brazilian Participant. All capitalized terms used in this Appendix A have the meanings attributed to them in the Plan. This Appendix A shall have no other effect on any other terms and provisions of the Plan except as set forth below.

Section 2.3(c) of the Plan is deleted in its entirety and replaced with the following:

“Subject to Section 2.3(a) and (b) above, the discretion of the Board and the applicable provisions of Section 3.1 below, a Vested Option may be exercised at the election of a Participant by one of the following two methods:

i.                  the purchase of the BPY Units underlying the Option by delivery of a cheque to BPY in the amount of the Exercise Price and applicable tax withholdings and deductions, under the terms of the Option; or

ii.               the receipt of an amount per Option equal to the difference between the Exercise Price of the Option and the price at which Brookfield Securities Corp., or such other securities dealer as designated by BPY, is able to sell the BPY Units underlying the Option in the capital markets, selected by such dealer in its discretion, or otherwise, on the trading day that notice is given of the Exercise of the Option. The transfer cost incurred to sell the BPY Units and applicable tax withholdings and deductions will be deducted from the net proceeds payable to the Participant.”

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Exhibit 99.2

BROOKFIELD PROPERTY GROUP

RESTRICTED BPY L.P. UNIT PLAN

Amended November 5, 2019

TABLE OF CONTENTS

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BROOKFIELD PROPERTY GROUP

RESTRICTED BPY L.P. UNIT PLAN

SECTION 1.                         GENERAL PROVISIONS

1.1                               Purposes

The purpose of the Brookfield Property Group Restricted BPY L.P. Unit Plan (the “Plan”) is to (i) promote the alignment of interests of Eligible Persons with the unitholders of BPY; (ii) encourage Eligible Persons to remain with the Brookfield Property Group; and (iii) attract new employees and officers.

1.2                               Definitions

The following terms, when used in the Plan, shall have the respective meanings set forth below:

(a)                                 “Administrator” means a committee comprised of senior executives of (i) the Brookfield Property Group, and/or (ii) Brookfield Asset Management Inc. as determined by the Chief Executive Officer of Brookfield Asset Management Inc.;

(b)                                 “Affiliate” means with respect to a person, another person that, directly or indirectly, through one or more persons, Controls, or is Controlled by, or is under common Control with, such person;

(c)                                  “Award Agreement” has the meaning set out in Section 2.3(c);

(d)                                 “Award Date” means the date on which Restricted BPY Units are awarded to the Participant, which shall be (i) in the case of a grant of Restricted BPY Units approved during a Blackout Period, the sixth trading day after the date on which the Blackout Period ends, and (ii) in the case of all other grants of Restricted BPY Units, the sixth trading day after the date such awards are approved, provided, in each case, that if a subsequent Blackout Period is imposed prior to the Award Date, the Award Date shall be deferred until the sixth trading day after the date on which such subsequent Blackout Period ends;

(e)                                  “Blackout Period” means any period imposed by BPY, during which specified individuals, including insiders of BPY, may not trade in BPY’s securities (including, for greater certainty, where specific individuals are restricted from trading because they have

material non-public information), but does not include any period when a regulator has halted trading in BPY’s securities;

(f)                                   “BPG” means Brookfield Property Group LLC;

(g)                                  “BPY” means Brookfield Property Partners L.P., a Bermuda exempted limited partnership;

(h)                                 “BPY Unit” means a publicly-traded non-voting limited partnership unit of BPY;

(i)                                     “Brookfield Group” means Brookfield Asset Management Inc. and any of its Affiliates;

(j)                                    “Brookfield Property Group” means the operating and asset management entities within the property platform of Brookfield Asset Management Inc. and includes the service providers to BPY pursuant to the Master Services Agreement;

(k)                                 “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated thereunder;

(l)                                     “Control” and similar expressions mean a relationship between two persons wherein one of such persons has the power, through the ownership of equity securities, by contract or otherwise, to directly or indirectly direct the management and policies of the other of such persons;

(m)                             “Custodial Restricted BPY Unit Account” means the account maintained for each Participant which is a separate, personal, custodial account for each Participant outside of the Trust and to which Restricted BPY Units of a Participant are allocated pursuant to Section 2.3(e). Such account shall be maintained in the jurisdiction in which the Participant resides, except as otherwise determined by the Administrator;

(n)                                 “Custodian” means AST Trust Company or such other entity as may be appointed by the Administrator from time to time to act as Custodian of the Custodial Restricted BPY Unit Account;

(o)                                 “Eligible Person” has the meaning set out in in Section 2.1;

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(p)                                 “Employer” means the entity within the Brookfield Property Group that employs the Participant (or that employed the Participant immediately prior to his or her Termination Date);

(q)                                 “Fair Market Value” means the volume-weighted average price of a BPY Unit on the Nasdaq for the five trading days immediately preceding the Award Date;

(r)                                    “Nasdaq” means the Nasdaq Stock Market or successor thereto;

(s)                                   “Participant” means an Eligible Person who participates in the Plan;

(t)                                    “Participant Account” means the account maintained for each Participant which is a separate, personal, custodial account for each Participant in the Trust and to which unvested Restricted BPY Units of a Participant are allocated pursuant to Section 2.3(e);

(u)                                 “Plan” has the meaning set out in Section 1.1;

(v)                                 “Purchase Expenses” means brokerage commissions, transfer taxes and other charges or expenses on the purchase of BPY Units;

(w)                               “Restricted BPY Unit” means a BPY Unit awarded to a Participant on the terms contained in the Plan;

(x)                                 “Restricted BPY Unit Allotment Price” means the Fair Market Value on the Award Date of a BPY Unit determined on the Nasdaq;

(y)                                 “Sale Expenses” means brokerage commissions, transfer taxes and other charges or expenses on the sale or exchange of BPY Units;

(z)                                  “Termination Date” means, unless otherwise determined by the Administrator, a Participant’s last day of active employment, as further clarified below:

(i)                                     in the event a Participant’s employment is terminated by the Employer for any reason, the last day of active employment will be the date and time notice of termination is delivered to the Participant and will not include any period the Participant is under notice of termination or any period of deemed

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employment, pay in lieu of notice of termination or salary continuance provided or required to be provided by the Employer to the Participant;

(ii)                                in the event of a continuous leave of absence (including for disability), the Participant’s last day of active employment will be the earlier of the date of termination of employment and two years from the start of the Participant’s continuous leave of absence;

(iii)                             in the event of a Participant’s resignation, the last day of active employment will be the effective date of resignation; and

(iv)                              in the event of a Participant’s death, the last day of active employment means the date of the Participant’s death.

(aa)                          “Trust” means the trust established pursuant to the Trust Agreement;

(bb)                          “Trust Agreement” means the employee plan trust agreement dated June 5, 2014 between BPG and the Trustee and as the same may be amended, supplemented or restated from time to time;

(cc)                            “Trustee” means AST Trust Company or such other entity as may be appointed by the Administrator from time to time to act as Trustee;

(dd)                          “Vest” means the Vesting Date has occurred; and

(ee)                            “Vesting Date” has the meaning set out in Section 2.5.

Words importing the singular number only shall include the plural and vice versa and words importing the masculine shall include the feminine.

1.3                               Administration

(a)                                 The Plan shall be administered by the Administrator with BPG and its Affiliates being responsible for all costs relating to the administration of the Plan other than the Sale Expenses.

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(b)                                 Subject to the limitations of the Plan, the Administrator shall have the authority to:  (i) grant Restricted BPY Units to Eligible Persons; (ii) determine the terms, limitations, restrictions and conditions upon such grants, including vesting and exercise; (iii) interpret the Plan and adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Plan as it shall from time to time deem advisable; (iv) make all other determinations and take all other actions in connection with the implementation and administration of the Plan as it may deem necessary or advisable; and (v) delegate to any person or committee of persons any or all of its powers and authorities under the Plan.  The Administrator’s guidelines, rules, regulations, interpretations and determinations shall be conclusive and binding upon BPG and all Participants.

(c)                                  The Administrator may accelerate the Vesting Date for any Restricted BPY Unit at any time.

SECTION 2.                         AWARDS OF RESTRICTED BPY UNITS

2.1                               Eligibility

“Eligible Persons” include (i) officers or employees of BPY, Brookfield Property Group and any Affiliate whose location of employment is within the United States, the United Kingdom, Australia or any jurisdiction other than Canada, without regard to that individual’s tax residence or citizenship; and (ii) any other persons so designated by the Administrator, subject to applicable laws and regulations.

Restricted BPY Units are granted under this Plan and awarded as follows:

(a)                                 As elected by a Participant in lieu of a cash bonus payment pursuant to Section 2.2;

(b)                                 As elected by the Administrator in lieu of a cash bonus payment to the Participant;

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2.2                               Election by Participants to Receive Bonus Payment in Cash or Restricted BPY Units

Participants will have the opportunity each year to elect to receive all or a portion of the bonus to which they may be entitled, in the form of Restricted BPY Units.  Such election shall be made in accordance with the Administrator’s policies from time to time.

2.3                               Allotment of Restricted BPY Units

(a)                                 Restricted BPY Units will be allocated pursuant to Section 2.1 above.

(b)                                 The number of Restricted BPY Units to be allocated to each Participant will be calculated based on the dollar value of the amount allocated to the Plan for Restricted BPY Units pursuant to Section 2.1 divided by the Fair Market Value.  Amounts will be converted to U.S. dollars using the average exchange rate for the five trading days preceding the Award Date.

(c)                                  As soon as practicable after determining the number of Restricted BPY Units and any terms and conditions of the Restricted BPY Units to be granted to a Participant, the Administrator shall cause an agreement in writing to be given to the Participant advising the Participant as to the number of Restricted BPY Units, the Restricted BPY Unit Allotment Price, the deemed value for tax reporting (if applicable and if different from the Restricted BPY Unit Allotment Price) and any terms and conditions pertaining to the Restricted BPY Units granted to the Participant under the Plan or as determined by the Administrator from time to time in such form as may be approved by the Administrator from time to time (the “Award Agreement”). The grant of Restricted BPY Units is conditional on the Participant signing the Award Agreement.

(d)                                 As soon as practical after determining the number of Restricted BPY Units to be granted to a Participant, BPG or an Affiliate shall transfer to the Trustee sufficient funds to allow the Trustee to purchase the corresponding number of BPY Units.  Upon receipt of such funds, the Trustee shall purchase BPY Units.  All purchases by the Trustee shall be at the Trustee’s sole discretion, and the Trustee shall control the time, amount and manner of all purchases of BPY Units.  The Trustee shall purchase BPY Units through the facilities of any stock market or exchange where the BPY Units are normally listed or sold.  BPG or

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an Affiliate will pay all of the Purchase Expenses associated with the purchase of Restricted BPY Units.  The Participant will pay all of the Sale Expenses associated with the disposition of Restricted BPY Units.

(e)                                  Restricted BPY Units granted to a Participant shall be credited to the Participant Account following the acquisition of the BPY Units by the Trust and the application of the terms and conditions determined pursuant to Section 2.3(c) to the Restricted BPY Units.  Upon Vesting the Restricted BPY Units shall be transferred to the Participant’s Custodial Restricted BPY Unit Account.

(f)                                   Any income earned in the Trust will be distributed to BPG in the same calendar year in which it is received by the Trust.

2.4                               Distributions

(a)                                 Unvested Restricted BPY Units.  The Participant shall receive the distributions on Restricted BPY Units in cash, less applicable taxes associated with the distribution, in accordance with local jurisdictions and tax legislation.  In the event the Termination Date of a Participant occurs prior to the Vesting Date of the Restricted BPY Units, the value of the distribution received on the unvested Restricted BPY Units shall be subject to a clawback.

(b)                                 Vested Restricted BPY Units.  The Participant shall receive the distribution in cash, less applicable withholding taxes associated with the distribution.

2.5                               Vesting of Restricted BPY Units

Except as otherwise determined by the Administrator, Restricted BPY Units received in lieu of a Participant’s cash bonus pursuant to Section 2.1(a) will Vest immediately and all other Restricted BPY Units will Vest in equal installments of 20% on each of the first through fifth anniversaries of the Award Date unless otherwise specifically outlined at the time of the award (the “Vesting Date”).  Restricted BPY Units are held by the Custodian and remain subject to the restrictions under this Plan until the Vesting Date.

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2.6                               Change in Employment Status

Except as otherwise determined by the Administrator, if a Participant ceases employment for any reason, all Restricted BPY Units which have not Vested on the Termination Date will be forfeited.

2.7                               Forfeiture of Restricted BPY Units

On the forfeiture of Restricted BPY Units pursuant to this Section, the BPY Units comprising the Restricted BPY Units shall be returned to the Trustee who may either sell such BPY Units on the market and pay the proceeds of such sale, or distribute the BPY Units to, BPG or an Affiliate, as instructed by BPG.

SECTION 3.                         GENERAL

3.1                               No Right to Service

Neither participation in the Plan nor any action under the Plan shall be construed to give any Participant a right to be retained in the service of the Employer.

3.2                               No Liability for Decrease in Value of BPY Units

BPG, BPY and their Affiliates, and their directors and officers, shall not be liable to any Participant, beneficiary or legal representative of a Participant for any decrease in the value of a Restricted BPY Unit that may occur for any reason.

3.3                               Transferability of Awards

In no event may the rights or interests of a Participant be assigned, encumbered or transferred except:

(a)                                 To the extent that rights may pass to a beneficiary or legal representative of a Participant pursuant to the terms of the Plan upon the death of a Participant;

(b)                                 As expressly approved by the Administrator; or

(c)                                  After the Vesting Date.

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3.4                               Currency

Amounts under this Plan are denominated in U.S. dollars.

3.5                               Withholdings

As a condition of the delivery of any Restricted BPY Units or cash pursuant to the Plan or the lifting or lapse of restrictions on any Restricted BPY Units, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of the Employer relating to an award:

(a)                                 unless otherwise instructed by the Participant, the Employer shall deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to the Employer, whether or not pursuant to the Plan;

(b)                                 the Employer shall be entitled to require that the Participant remit cash to the Employer (through payroll deduction or otherwise); or

(c)                                  the Employer may enter into any other suitable arrangements to withhold, in each case in an amount sufficient in the opinion of the Employer to satisfy such withholding obligation.

The Trustee or Custodian shall withhold from payments under this Plan, if any, or may sell BPY Units held in a Participant’s Custodial Restricted BPY Unit Account and use the proceeds to pay all amounts required to be withheld or remitted pursuant to applicable laws as determined by the Employer, in its sole discretion, to the extent the Participant does not remit such amounts to the Trustee on or before the applicable date.

Notwithstanding the foregoing, a Participant may elect to satisfy all or part of his or her withholding or income tax obligation by having the Employer withhold a portion of any Restricted BPY Units that he or she was previously awarded and have now Vested.  Such Restricted BPY Units shall be valued at their Fair Market Value on the date when the obligation to withhold arises.

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3.6                               Successors and Assigns

The Plan shall be binding on all successors and assigns of BPG and a Participant, including without limitation, the beneficiary or legal representative of such Participant, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

3.7                               Amendment and Termination

BPG may amend, suspend or terminate the Plan at any time and in such manner and to such extent as it deems advisable. No such amendment or termination shall materially adversely affect the right of a Participant in respect of any Restricted BPY Units granted prior to the date of such amendment or suspension.

3.8                               Governing Law

The validity, construction and effect of the Plan and any actions taken or relating to the Plan shall be governed by and interpreted and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of law.

3.9                               Voting

The Participant is the owner of the BPY Units comprising the Restricted BPY Units and so is entitled to exercise voting rights and all other rights attaching to the ownership of BPY Units, subject to the restrictions set out in this Plan.

3.10                        Section 83 Election

Each Participant agrees to notify the Employer in writing if such Participant makes the election provided for in Section 83(b) of the Code with respect to any award of Restricted BPY Units and to provide a copy of such election to the Employer.

3.11                        Section 409A

Compensation paid or deemed paid under this Plan to Participants who are subject to U.S. federal tax is intended to avoid the imposition of any additional taxes or penalties under Section 409A of the Code and the Plan shall be construed and interpreted to preserve the intended tax consequences of the Plan.

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If the Administrator determines that an award, Award Agreement, payment, distribution, or any other action contemplated by the provisions of the Plan would, if undertaken, cause a Participant to become subject to any additional taxes or other penalties under Section 409A of the Code, then unless the Administrator specifically provides otherwise, such award, Award Agreement, payment, distribution or other action shall not be given effect to the extent it causes such result and the related provisions of the Plan and/or Award Agreement will be deemed modified, or, if necessary, suspended in order to comply with the requirements of Section 409A of the Code to the extent determined appropriate by the Administrator, in each case without the consent of or notice to the Participant.

3.12                        Effective Date

The Plan was effective on June 9, 2014. Amendments to the Plan were approved on November 5, 2019 to provide that the Fair Market Value shall be calculated for the period of five trading days immediately preceding the Award Date, regardless of whether a grant is approved during a Blackout Period.

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