Brookfield Office Properties Inc

Headnote

Section 6.1 of National Instrument 62-104 Take-Over Bids and Issuer Bids -- Exemption from formal issuer bid requirements in Part 2 of NI 62-104 in connection with the repurchase of preferred shares, which constitutes an issuer bid under NI 62-104 -- all issued and outstanding class of preferred shares subject to repurchase held by two shareholders who are sophisticated investors and would qualify as an "accredited investor" and does not require an issuer bid circular nor other protections of the formal issuer bid requirements -- Relief from formal issuer bid requirements granted, subject to conditions.

Applicable Legislative Provisions

National Instrument 62-104 Take-Over Bids and Issuer Bids Part 2 and s. 6.1

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, C.S.5, AS AMENDED AND IN THE MATTER OF BROOKFIELD OFFICE PROPERTIES INC.

ORDER (SECTION 6.1 OF NATIONAL INSTRUMENT 62-104)

UPON the application (the "Application") of Brookfield Office Properties Inc. (the "Filer") for an order pursuant to section 6.1 of National Instrument 62-104 Take-Over Bids and Issuer Bids ("NI 62-104") exempting the Filer from the requirements applicable to issuer bids in Part 2 of NI 62-104 (the "Issuer Bid Requirements") in respect of the proposed purchase by the Filer of 800,000 of its Class AAA Preference Shares, Series Z (collectively, the "Subject Shares") from two shareholders of the Subject Shares (collectively, the "Selling Shareholders");

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Filer having represented to the Commission that:

Representations

1. The Filer is a corporation governed by the Canada Business Corporations Act.

2. The registered and head office of the Filer is located at 181 Bay Street, Suite 100, Toronto, Ontario, M5J 2T3.

3. The Filer is a reporting issuer in each of the provinces of Canada, and the Filer is not in default of any requirement of the securities legislation in the jurisdictions in which it is a reporting issuer.

4. The authorized share capital of the Filer consists of an unlimited number of Class A preference shares issuable in series ("Class A Preference Shares"), 6,000,000 Class AA preference shares issuable in series ("Class AA Preference Shares"), an unlimited number of Class AAA preference shares issuable in series ("Class AAA Preference Shares"), an unlimited number of Class B preference shares issuable in series ("Class B Preference Shares") and an unlimited number of common shares ("Common Shares"). As of December 31, 2022, 800,000 Class AAA Preference Shares, Series Z (being the Subject Shares) were issued and outstanding.

5. The Subject Shares are held entirely by the Selling Shareholders.

6. The following series of Class AAA Preference Shares are publicly listed and posted for trading on the Toronto Stock Exchange: Series AA, Series CC, Series EE, Series GG, Series II, Series N, Series P, Series R, Series T, Series V, Series W and Series Y (collectively, the "Listed Issuer Shares").

7. The Subject Shares are not listed on any stock exchange and are not convertible into any Listed Issuer Shares, Class A Preference Shares, Class AA Preference Shares, Class AAA Preference Shares, Class B Preference Shares, Common Shares or any other shares. The Subject Shares are not entitled to vote except with respect to certain matters affecting such shares as a class or series.

8. No class or series of shares currently issued and outstanding are convertible into the Subject Shares.

9. The corporate headquarters of each of the Selling Shareholders is located in the Province of Ontario.

10. The Subject Shares are currently redeemable at the option of the Filer. The redemption price for the Subject Shares is $25.00 per share, together with all accrued and unpaid dividends thereon.

11. The Subject Shares are entitled to a preference over the Common Shares and any other shares ranking junior to the Subject Shares with respect to priority in payment of dividends and in the distribution of assets (to the extent of the redemption price for such shares) in the event of the Filer's liquidation, dissolution or winding-up, whether voluntary or involuntary, or any other distribution of the Filer's assets among shareholders for the purpose of winding-up the affairs of the Filer.

12. The terms attaching to the Subject Shares in the Filer's articles permit, subject to applicable law, the purchase for cancellation by the Filer of all or any part of the outstanding Subject Shares by invitation for tenders to all of the holders of record of the Class AAA Preference Shares, Series Z at the lowest price or prices at which, in the opinion of the Filer's board of directors, such shares are then obtainable but not exceeding $25.00 per share together with an amount equal to all accrued and unpaid dividends thereon and the cost of purchase (the "Purchase Price").

13. The Selling Shareholders are "accredited investors" within the meaning of National Instrument 45-106 Prospectus Exemptions ("NI 45-106"). One of the Selling Shareholders is an "affiliate" (as such term is defined in the Securities Act (Ontario)) of the Filer.

14. The Selling Shareholders (or a predecessor thereof) are the original holders of the Subject Shares.

15. The Filer intends on inviting all holders of record of the Class AAA Preference Shares, Series Z to tender their shares for purchase for cancellation by the Filer at the Purchase Price by way of private contract (the "Tender").

16. Following the Tender, the Filer may enter into an agreement of purchase and sale with each of the Selling Shareholders (each an "Agreement") pursuant to which the Filer will agree to acquire all of the Subject Shares held by such Selling Shareholder (each a "Proposed Purchase").

17. The purchase of the Subject Shares by the Filer pursuant to the Agreements will each constitute an "issuer bid" for the purposes of NI 62-104, to which the applicable Issuer Bid Requirements would apply.

18. The Filer is unable to acquire the Subject Shares from any of the Selling Shareholders in reliance on any exemptions from the Issuer Bid Requirements in NI 62-104.

19. The purchase of Subject Shares will not adversely affect the Filer or the rights of any of the Filer's securityholders and will not materially affect control of the Filer.

20. The purchase of Subject Shares does not require the approval of other holders of other classes and/or series of shares ranking as to dividends or capital prior to or pari passu with the Subject Shares.

21. Other than the Purchase Price for the Subject Shares, no fee or other consideration will be paid by the Filer to the Selling Shareholders in connection with the Proposed Purchases.

22. At the time that an Agreement is negotiated or entered into by the Filer and a Selling Shareholder and at the time of such Proposed Purchase, neither the Filer, nor any personnel of the applicable Selling Shareholder that negotiated the Agreement or made, participated in the making of, or provided advice in connection with, the decision to enter into the Agreement and sell the Subject Shares, will be aware of any "material change" or "material fact" (each as defined in the Securities Act (Ontario) and hereinafter referred to as the "Act") in respect of the Filer that has not been generally disclosed.

23. The Selling Shareholders have been advised of this order and have not raised any objection to its granting nor the resulting exemption from the Issuer Bid Requirements.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to section 6.1 of NI 62-104 that the Filer be exempt from the Issuer Bid Requirements in connection with the Proposed Purchases, provided that:

(a) at the time of each Proposed Purchase, no person or company, other than the Selling Shareholders as of the date of this decision, holds the Subject Shares;

(b) all holders of the Subject Shares will be invited to Tender and enter into an Agreement on identical terms with the Filer pursuant to a Proposed Purchase;

(c) at the time that the Agreements are negotiated or entered into by the Filer and the Selling Shareholders and at the time of the Proposed Purchases, neither the Filer, nor any personnel of the Selling Shareholders that negotiated the Agreements or made, participated in the making of, or provided advice in connection with, the decision to enter into the Agreements and sell the Subject Shares, will be aware of any "material change" or "material fact" (each as defined in the Act) in respect of the Filer that has not been generally disclosed; and

(d) the Agreements to be entered into between the Filer and the Selling Shareholders include an acknowledgement from the Selling Shareholders that (i) the Filer is relying on an exemption from the Issuer Bid Requirements, (ii) that the applicable Selling Shareholder is an "accredited investor" within in the meaning of NI 45-106, and (iii) that they will not receive an issuer bid circular from the Filer or be afforded the other protections in Part 2 of NI 62-104.

DATED at Toronto, Ontario this 28th day of February, 2023.