Market Overview

GGP Inc. Announces That Both ISS and Glass Lewis Recommend for the Merger Proposal and for the Related Charter and Bylaws Proposals


Special Meeting is Thursday, July 26, 2018 at 9:00 A.M. (Chicago Time)

GGP Inc. ("GGP") (NYSE:GGP) today announced that leading independent
proxy advisory firms Institutional Shareholder Services Inc. ("ISS") and
Glass, Lewis & Co., LLC ("Glass Lewis") have both recommended that GGP
stockholders vote "FOR" the merger proposal (Proposal 1) and "FOR" the
related charter and bylaws proposals (Proposals 2 – 7), each as
described in GGP's definitive proxy statement for the special meeting of
its stockholders to be held on July 26, 2018 at 9:00 a.m. (Chicago Time)
in connection with GGP's proposed acquisition by Brookfield Property
Partners L.P. ("BPY").

About GGP Inc.

GGP Inc. is an S&P 500 company focused exclusively on owning, managing,
leasing and redeveloping high-quality retail properties throughout the
United States. GGP is headquartered in Chicago, Illinois, and publicly
traded on the NYSE under the symbol GGP.

About Brookfield Property Partners L.P.

Brookfield Property Partners is one of the world's largest commercial
real estate companies, with approximately $69 billion in total assets.
We are leading owners, operators and investors in commercial real
estate, with a diversified portfolio of premier office and retail
assets, as well as interests in multifamily, triple net lease,
industrial, hospitality, self-storage, student housing and manufactured
housing assets. Brookfield Property Partners is listed on the NASDAQ and
Toronto stock exchanges. Further information is available at

Brookfield Property Partners is the flagship listed real estate company
of Brookfield Asset Management, a leading global alternative asset
manager with over $285 billion in assets under management.

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction
contemplated by the Agreement and Plan of Merger, dated as of
March 26, 2018 and as amended on June 25, 2018, among BPY, Goldfinch
Merger Sub Corp. and GGP (as may be further amended or otherwise
modified from time to time in accordance with its terms, the "Merger
Agreement"). This communication may be deemed to be solicitation
material in respect of the proposed transaction involving BPY and GGP.
In connection with the proposed transaction, BPY filed with the SEC a
registration statement on Form F-4 (File No.: 333-224594) that includes
a prospectus of BPY (the "BPY prospectus"), and GGP filed with the SEC a
registration statement on Form S-4 (File No.: 333-224593) that includes
a proxy statement/prospectus of GGP (the "GGP proxy
statement/prospectus"). The parties also filed a Rule 13E-3 transaction
statement on Schedule 13E-3. The registration statements filed by BPY
and GGP were declared effective by the SEC on June 26, 2018 and GGP has
mailed the GGP proxy statement/prospectus in definitive form to its
stockholders of record as of the close of business on June 22, 2018.
Each of BPY and GGP may also file other documents with the SEC regarding
the proposed transaction. This communication is not a substitute for the
BPY prospectus, the GGP proxy statement/prospectus, the registration
statements or any other document which BPY or GGP may file with the SEC.
AND RELATED MATTERS. Investors and stockholders may obtain free copies
of the above-referenced and other documents filed with the SEC by BPY
and GGP, when available, through the SEC's website at
In addition, investors may obtain free copies of the above-referenced
and other documents filed with the SEC by BPY, when available, by
contacting BPY Investor Relations at
or +1 (855) 212-8243 or at BPY's website at,
and may obtain free copies of the above-referenced and other documents
filed with the SEC by GGP, when available, by contacting GGP Investor
Relations at (312) 960-5000 or at GGP's website at


This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements
of Section 10 of the U.S. Securities Act of 1933, as amended.

Participants in Solicitation

BPY, GGP and their respective directors and executive officers and other
persons may be deemed to be participants in the solicitation of proxies
from GGP stockholders in respect of the proposed transaction that is
described in the BPY prospectus and the GGP proxy statement/prospectus.
Information regarding the persons who may, under the rules of the SEC,
be deemed participants in the solicitation of proxies from GGP
stockholders in connection with the proposed transaction, including a
description of their direct or indirect interests, by security holdings
or otherwise, is set forth in the BPY prospectus and the GGP proxy
statement/prospectus. You may also obtain the documents that BPY and GGP
file electronically free of charge from the SEC's website at
Information regarding BPY's directors and executive officers is
contained in BPY's 2017 Annual Report on Form 20-F filed with the SEC on
March 9, 2018. Information regarding GGP's directors and executive
officers is contained in GGP's 2017 Annual Report on Form 10-K filed
with the SEC on February 22, 2018 and its 2018 Annual Proxy Statement on
Schedule 14A filed with the SEC on April 27, 2018.

Forward-Looking Statements

This communication contains "forward-looking information" within the
meaning of Canadian provincial securities laws and applicable
regulations and "forward-looking statements" within the meaning of "safe
harbor" provisions of applicable U.S. securities laws, including the
United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements that are predictive in
nature or depend upon or refer to future events or conditions, include
statements regarding the expected timing, completion and effects of the
proposed transaction, our operations, business, financial condition,
expected financial results, performance, prospects, opportunities,
priorities, targets, goals, ongoing objectives, strategies and outlook,
as well as the outlook for North American and international economies
for the current fiscal year and subsequent periods, and include words
such as "expects," "anticipates," "plans," "believes," "estimates,"
"seeks," "intends," "targets," "projects," "forecasts," "likely," or
negative versions thereof and other similar expressions, or future or
conditional verbs such as "may," "will," "should," "would" and "could."

Although we believe that our anticipated future results, performance or
achievements expressed or implied by the forward-looking statements and
information are based upon reasonable assumptions and expectations, the
reader should not place undue reliance on forward-looking statements and
information because they involve known and unknown risks, uncertainties
and other factors, many of which are beyond our control, which may cause
our actual results, performance or achievements to differ materially
from anticipated future results, performance or achievement expressed or
implied by such forward-looking statements and information.

Factors that could cause actual results to differ materially from those
contemplated or implied by forward-looking statements include, but are
not limited to: the occurrence of any event, change or other
circumstance that could affect the proposed transaction on the
anticipated terms and timing, including the risk that the proposed
transaction may not be consummated; risks related to BPY's ability to
integrate GGP's business into its own and the ability of the combined
company to attain expected benefits therefrom; risks incidental to the
ownership and operation of real estate properties including local real
estate conditions; the impact or unanticipated impact of general
economic, political and market factors in the countries in which we do
business; the ability to enter into new leases or renew leases on
favorable terms; business competition; dependence on tenants' financial
condition; the use of debt to finance our business; the behavior of
financial markets, including fluctuations in interest and foreign
exchange rates; uncertainties of real estate development or
redevelopment; global equity and capital markets and the availability of
equity and debt financing and refinancing within these markets; risks
relating to our insurance coverage; the possible impact of international
conflicts and other developments including terrorist acts; potential
environmental liabilities; changes in tax laws and other tax related
risks; dependence on management personnel; illiquidity of investments;
the ability to complete and effectively integrate other acquisitions
into existing operations and the ability to attain expected benefits
therefrom; operational and reputational risks; catastrophic events, such
as earthquakes and hurricanes; and other risks and factors detailed from
time to time in our documents filed with the securities regulators in
Canada and the United States.

We caution that the foregoing list of important factors that may affect
future results is not exhaustive. When relying on our forward-looking
statements or information, investors and others should carefully
consider the foregoing factors and other uncertainties and potential
events. Except as required by law, we undertake no obligation to
publicly update or revise any forward-looking statements or information,
whether written or oral, that may be as a result of new information,
future events or otherwise.

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