LETTER OF TRANSMITTAL

To Tender Shares of Class A StockPursuant to the Offer to Purchase for Cash

Dated July 6, 2020by

Brookfield Property REIT Inc.of

Up to 9,166,667 Shares of its Class A StockAt a Purchase Price of $12.00 Per Share

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,NEW YORK CITY TIME, ON AUGUST 12, 2020, UNLESS THE OFFER IS EXTENDED OR

WITHDRAWN (SUCH TIME AND DATE, AS THEY MAY BE EXTENDED, THE “EXPIRATIONDATE”).

The Depositary and Paying Agent for the Offer is:

If delivering by hand, express mail,courier or other expedited service:

By mail:

American Stock Transfer & Trust Co., LLCOperations Center

Attn: Reorganization Department6201 15th Avenue

Brooklyn, New York 11219

American Stock Transfer & Trust Co., LLCOperations Center

Attn: Reorganization Department6201 15th Avenue

Brooklyn, New York 11219

For assistance in completing this Letter of Transmittal, please contact the Investor Relations departmentat Brookfield Property REIT Inc. (the “Company”) at the telephone number and address set forth on theback cover of this Letter of Transmittal.

Name(s) and Address of Registered Holder(s)If there is any error in the name or address shown below, please make

the necessary corrections

THE OFFER TO PURCHASE AND THIS RELATED LETTER OF TRANSMITTAL CONTAINIMPORTANT INFORMATION, AND YOU SHOULD CAREFULLY READ BOTH IN THEIRENTIRETY BEFORE MAKING A DECISION WITH RESPECT TO THE OFFER. YOU MAY TENDERALL OR A PORTION OF YOUR SHARES OF CLASS A STOCK. YOU ALSO MAY CHOOSE NOTTO TENDER ANY OF YOUR SHARES OF CLASS A STOCK.

IF YOU WANT TO TENDER ALL OR A PORTION OF YOUR SHARES OF CLASS A STOCK,YOU MUST DELIVER THIS LETTER OF TRANSMITTAL AND OTHER REQUIRED DOCUMENTSTO THE DEPOSITARY. ANY DOCUMENTS DELIVERED TO BROOKFIELD PROPERTY REITINC., D.F. KING & CO., INC., AS THE INFORMATION AGENT, THE DEPOSITORY TRUSTCOMPANY (“DTC”) OR ANY OTHER PERSON WILL NOT BE FORWARDED TO THEDEPOSITARY AND WILL NOT BE DEEMED TO BE PROPERLY TENDERED.

If you want to tender all or a portion your shares of Class A Stock but you cannot comply with theprocedure for book-entry transfer through DTC’s Automated Tender Offer Program (“ATOP”) system bythe Expiration Date or if time will not permit delivery of all required documents to the Depositary prior tothe Expiration Date, you may still tender your shares of Class A Stock if you comply with the guaranteeddelivery procedure described in Section 3, “Procedures for Tendering Shares of Class A Stock”, of the Offerto Purchase.

We will not accept shares of Class A Stock subject to conditional tenders, such as acceptance of all ornone of the shares of Class A Stock tendered by any tendering stockholder. No fractional shares of Class AStock will be purchased in the Offer (as defined herein).

We recommend that you consult your broker, dealer, commercial bank, trust company or othernominee and/or your financial advisor to determine the status of your account and the best way to tenderyour shares of Class A Stock. If you have any questions related to how that status impacts how you maytender your shares of Class A Stock, please contact the Company’s Investor Relations department at thetelephone number set forth on the back cover of this Letter of Transmittal. If you have any questionsrelated to the status of the shares of Class A Stock in your book-entry account, or need to confirm thenumber of shares of Class A Stock held in your book-entry account, please call the Company’s transfer agent,American Stock Transfer & Trust Company, LLC, at 1-800-937-5449 or contact your financial advisor.

If a broker, dealer, commercial bank, trust company or other nominee holds your shares of Class AStock, it likely has an earlier deadline for you to act to instruct it to accept the Offer on your behalf. We urgeyou to contact your broker, commercial bank, trust company or other nominee to confirm any earlier deadline.

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Ladies and Gentlemen:

I/we, the undersigned, hereby tender the number of shares of Class A Stock, par value $0.01 per share(the “Class A Stock”), of Brookfield Property REIT Inc., a Delaware corporation that has elected to betaxed as a real estate investment trust for U.S. federal income tax purposes (the “Company”), identified belowat $12.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest, onthe terms and subject to the conditions described in the Offer to Purchase, dated July 6, 2020 (the “Offer toPurchase”), and in this Letter of Transmittal, which, together with any amendments or supplementsthereto, collectively constitute the “Offer”. The Offer will expire at 5:00 p.m., New York City time, onAugust 12, 2020, unless the Offer is extended or withdrawn.

Subject to and effective on acceptance for payment of, and payment for, the shares of Class A Stocktendered with this Letter of Transmittal in accordance with, and subject to, the terms of the Offer, I/wehereby sell, assign and transfer to, or upon the order of, the Company, all right, title and interest in and toall of the shares of Class A Stock that are being tendered hereby, subject to the “odd lot” priority andproration provisions of the Offer, and irrevocably constitute and appoint American Stock Transfer &Trust Company, LLC, the paying agent for the Offer (the “Paying Agent”), the true and lawful agent andattorney-in-fact of the undersigned, with full power of substitution (such power of attorney being deemedto be an irrevocable power coupled with an interest), to the full extent of my/our rights with respect to thetendered shares of Class A Stock, to (a) transfer ownership of the shares of Class A Stock on the accountbooks maintained by DTC or registered on the stock ledger maintained by the Company’s transfer agent,together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon theorder of the Company, (b) present such shares of Class A Stock for cancellation and transfer on theCompany’s stock ledger, and (c) receive all benefits and otherwise exercise all rights of beneficial ownershipof such shares of Class A Stock, all in accordance with the terms and subject to the conditions of theOffer.

I/we certify that I/we have complied with all requirements as stated in the instructions herein, am/arethe registered holder(s) of the shares of Class A Stock identified below, give the instructions in this Letterof Transmittal and warrant that I/we have full power and authority to tender, sell, assign and transfer thetendered shares of Class A Stock, and that the shares of Class A Stock identified below are free and clear ofall liens, charges, encumbrances, security interests, claims, restrictions and equities whatsoever, togetherwith all rights and benefits arising therefrom, provided that any dividends or distributions which may bedeclared, paid, issued, distributed, made or transferred on or in respect of such shares of Class A Stock tostockholders of record on or prior to the date on which the shares of Class A Stock are accepted for paymentpursuant to the Offer shall be for the account of such stockholders.

I/we hereby represent and warrant that the sale, assignment and transfer contemplated in this Letter ofTransmittal are in compliance with all applicable laws and regulations. I/we will, on request by the Depositaryor the Company, execute any additional documents deemed by the Depositary or the Company to benecessary or desirable to complete the sale, assignment and transfer of the tendered shares of Class A Stock,all in accordance with the terms of the Offer. I/we make the representations and warranties to the Companyset forth in Section 3, “Procedures for Tendering Shares of Class A Stock”, of the Offer to Purchase andunderstand that the tender of shares of Class A Stock made hereby constitutes an acceptance of the termsand conditions of the Offer (including if the Offer is extended or amended, the terms and conditions of suchextension or amendment).

I/we authorize the Company to withhold all applicable taxes and tax-related items legally payable bythe signatory hereto in accordance with the Offer to Purchase.

I/we understand that the tender of Class A Stock constitutes a representation and warranty to theCompany that the undersigned has/have a “net long position” in the Class A Stock or other securitiesexercisable or exchangeable therefore and that such tender complies with Rule 14e-4 promulgated under theSecurities Exchange Act of 1934, as amended.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall bebinding on the successors, assigns, heirs, personal representatives, executors, administrators and other legalrepresentatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity ofthe undersigned.

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NOTE: SIGNATURE MUST BE PROVIDED BELOW — SEE BOX 9.

(1) Account Name(s) As Currently Registered (Please Print):

(2) Account Number: (3) Social Security or Tax ID Number (Pleasecomplete enclosed IRS Form W-9 or theappropriate IRS Form W-8):

(4) Total Number of Shares of Class A StockYou Own:

(5) Total Number of Whole Shares of Class AStock You Are Tendering:

(6) ODD LOTS

As described in Section 1, “Number of Shares of Class A Stock; Purchase Price; Proration; Odd Lots”, ofthe Offer to Purchase, under certain conditions, stockholders holding fewer than 100 shares of Class AStock may have their shares accepted for payment before any proration of the purchase of othertendered shares of Class A Stock. This preference is not available to partial tenders or to beneficial orrecord holders of 100 or more shares of Class A Stock in the aggregate, even if these holders haveseparate accounts each representing fewer than 100 shares of Class A Stock. Accordingly, this section isto be completed only if shares of Class A Stock are being tendered by or on behalf of a person owning,beneficially or of record, an aggregate of fewer than 100 shares of Class A Stock.

The undersigned either (check one box):

☐ is the beneficial or record owner of an aggregate of fewer than 100 shares of Class A Stock, all ofwhich are being tendered; or

☐ is a broker, dealer, commercial bank, trust company or other nominee that (a) is tendering for thebeneficial owner(s) shares of Class A Stock with respect to which it is the record holder and(b) believes, based upon representations made to it by the beneficial owner(s), that each such personis the beneficial owner of an aggregate of fewer than 100 shares of Class A Stock and is tenderingall of such shares.

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(7) Special PaymentInstructions

(8) Special DeliveryInstructions

To be completed ONLY if thecheck for the purchase price ofshares of Class A Stock is to beissued in the name of someoneother than the signatory(ies)below, or if shares of Class AStock tendered hereby whichare not purchased are to bereturned by crediting them toan account other than theaccount designated above inBox 2. Also see Instruction 1below regarding SignatureGuarantees.

Signature GuaranteeMedallion

(Title of Officer Signing thisGuarantee)

(Name of Guarantor — PleasePrint)

(Address of Guarantor Firm)

To be completed ONLY if thecheck for the purchase price ofshares of Class A Stockpurchased is to be mailed tosomeone other than thesignatory(ies) below or to thesignatory(ies) below at anaddress other than that setforth above. Also seeInstruction 1 regardingSignature Guarantees.

Name (Please Print First,Middle & Last Name)

Name (Please Print First,Middle & Last Name)

(Address) (Address)

(Account Number) (Area Code and TelephoneNumber)

(Social Security or Tax IDNumber)

(Social Security or Tax IDNumber)

(9) Signature: This form must be signed by the registered holder(s) exactly as his/her (their) name(s)appear(s) below or by person(s) authorized to sign on behalf of the registered holder(s) bydocuments transmitted herewith. If this Letter of Transmittal is signed by a trustee, executor,administrator, guardian, attorney-in-fact, officer of a corporation or other entity or other personacting in a fiduciary or representative capacity, please see Instructions 1 & 3 below.

X

Signature of Stockholder Date Area Code and Telephone Number

X

Signature of Stockholder Date Area Code and Telephone Number

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U.S. Federal Withholding and Backup Withholding. IF YOU ARE A “U.S. STOCKHOLDER” (ASDEFINED IN “IMPORTANT U.S. TAX INFORMATION” BELOW), PLEASE COMPLETE ANDSUBMIT THE ACCOMPANYING U.S. INTERNAL REVENUE SERVICE (“IRS”) FORM W-9 TOCERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER. PLEASE NOTE THAT THEPAYING AGENT MAY WITHHOLD 24% OF YOUR PROCEEDS AS REQUIRED BY THE IRS IFTHE TAXPAYER ID OR SOCIAL SECURITY NUMBER IS NOT PROPERLY CERTIFIED ONOUR RECORDS. IF YOU ARE A “NON-U.S. STOCKHOLDER” (AS DEFINED IN “IMPORTANTU.S. TAX INFORMATION” BELOW), PLEASE COMPLETE AND SUBMIT THE APPROPRIATEIRS FORM(S) W-8BEN, W-8BEN-E, W-8IMY (WITH ANY REQUIRED ATTACHMENTS), W-8ECI,OR W-8EXP, AS APPLICABLE (WHICH MAY BE OBTAINED FROM THE IRS WEBSITE ATWWW.IRS.GOV). FAILURE TO TIMELY COMPLETE, SIGN AND RETURN THE APPROPRIATEIRS FORM(S) W-8 MAY PREVENT A NON-U.S. STOCKHOLDER FROM CLAIMING ANYAVAILABLE REDUCTION OR EXEMPTION FROM U.S. FEDERAL WITHHOLDING(INCLUDING BACKUP WITHHOLDING, INCOME TAX WITHHOLDING AND FOREIGNACCOUNT TAX COMPLIANCE ACT WITHHOLDING).

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INSTRUCTIONSFORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this Letter ofTransmittal if either (a) this Letter of Transmittal is signed by the registered holder(s) (which term, forpurposes of this Instruction 1, includes any participant in the book-entry transfer facility’s system whosename appears on a security position listing as the owner of the shares, a trustee, executor, administrator,guardian, attorney-in-fact, officer of a corporation or other entity or other person acting in a fiduciary orrepresentative capacity, and evidence of the capacity of such entity or person to sign as noted in Instruction3 below is submitted with this Letter of Transmittal, or, in lieu of documented evidence noted in Instruction3, a signature guarantee is required) of shares of Class A Stock tendered herewith, unless such registeredholder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “SpecialDelivery Instructions” on this Letter of Transmittal or (b) shares of Class A Stock are tendered for theaccount of a commercial bank, broker, dealer, credit union, savings association or other entity which is amember in good standing of the Securities Transfer Agents Medallion Program, the New York StockExchange, Inc. Medallion Signature Program, the Stock Exchange Medallion Program, or an “eligibleguarantor institution”, as the term is defined in Rule 17Ad-15 promulgated under the Securities ExchangeAct of 1934, as amended (the “Exchange Act”) (each of the foregoing constituting an “eligible institution”).In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an eligible institution.

2. REQUIREMENTS OF TENDER. For a stockholder to validly tender shares of Class A Stockpursuant to the Offer, either (a) this Letter of Transmittal, properly completed and duly executed (or amanually signed photocopy of this Letter of Transmittal), including any required signature guarantees, oran Agent’s Message (as defined in the Offer to Purchase) in lieu of this Letter of Transmittal, and any otherdocuments required by this Letter of Transmittal must be received by the Depositary at its address setforth on the back cover of this Letter of Transmittal and, solely with respect to tenders through DTC’s ATOPsystem, the shares of Class A Stock must be delivered pursuant to the procedures for book-entry transferthrough DTC’s ATOP system set forth in Section 3, “Procedures for Tendering Shares of Class A Stock”, ofthe Offer to Purchase, in each case prior to the Expiration Date, or (b) the tendering stockholder mustcomply with the guaranteed delivery procedures set forth below and in Section 3, “Procedures for TenderingShares of Class A Stock”, of the Offer to Purchase.

If you want to tender your shares of Class A Stock but cannot comply with the procedure for book-entry transfer through DTC’s ATOP system by the Expiration Date or if time will not permit delivery of allrequired documents to the Depositary prior to the Expiration Date, you may still tender your shares ofClass A Stock if you comply with the guaranteed delivery procedure described in Section 3, “Procedures forTendering Shares of Class A Stock”, of the Offer to Purchase.

The method of delivery of all documents, including this Letter of Transmittal and any other requireddocuments, including delivery through DTC, is at the sole election and risk of the tendering stockholder. Sharesof Class A Stock will be deemed delivered only when actually received by the Depositary (including by book-entry confirmation). If delivery is by mail, then registered mail with return receipt requested, properly insured,is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. The Company will notaccept shares of Class A Stock subject to conditional tenders, such as acceptance of all or none of theshares of Class A Stock tendered by any tendering stockholder. No fractional shares of Class A Stock willbe purchased in the Offer. All tendering stockholders, by execution of this Letter of Transmittal (or a manuallysigned photocopy hereof), waive any right to receive any notice of the acceptance for payment of theirshares of Class A Stock.

3. SIGNATURES ON LETTER OF TRANSMITTAL. If any of the shares of Class A Stocktendered hereby are owned of record by two or more joint owners, all such persons must sign this Letter ofTransmittal. If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other entity or other person acting in a fiduciary or representativecapacity, he or she should so indicate when signing, and proper evidence satisfactory to the Depositary ofhis or her authority to so act must be submitted with this Letter of Transmittal, or in lieu of documentedevidence, provide a signature guarantee as described in Instruction 1.

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4. NUMBER OF SHARES TENDERED. Please indicate in the space provided in this Letter ofTransmittal the number of shares of Class A Stock that you are tendering. Be certain that you do notindicate that you are tendering more shares of Class A Stock than you actually own. If the number of sharesof Class A Stock you indicate on the Letter of Transmittal exceeds the number of shares of Class A Stockyou own, we will deem you to have tendered all of your shares of Class A Stock. Note that even if you tenderall of your shares of Class A Stock, we may not accept all of them for payment. If the Offer isoversubscribed, we will prorate the number of shares of Class A Stock we purchase from tenderingstockholders (other than stockholders who receive “odd lot” priority treatment).

5. STOCK TRANSFER TAXES. The Company will pay any stock transfer taxes with respect tothe transfer and sale of shares of Class A Stock to the Company pursuant to the Offer. If, however, paymentof the purchase price is to be made to, or (in circumstances permitted by the Offer) if unpurchased sharesof Class A Stock are to be registered in the name of, any person other than the registered holder, or if sharesof Class A Stock tendered hereby are registered in the name of any person other than the person signingthis Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registeredholder or such person), payable on account of the transfer to such person will be deducted from the purchaseprice unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted to thePaying Agent with this Letter of Transmittal.

6. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. Unless otherwise indicated under“Special Payment Instructions”, the check for the purchase price of any shares of Class A Stock purchasedwill be issued in the name(s) of the signatory(ies) above, and any shares of Class A Stock tendered herebyand not purchased will be credited at the Company’s expense to the registered holder’s book-entry accountwith the transfer agent or, for shares held through a DTC participant, to the account maintained with DTC bythe participant who delivered the shares of Class A Stock. Similarly, unless otherwise indicated under“Special Delivery Instructions”, the check for the purchase price of any shares of Class A Stock purchasedwill be mailed to the signatory(ies) above at the address set forth above. If a check is to be issued in the name(s)of a person(s) other than the registered holder, if shares of Class A Stock tendered hereby and not purchased(other than shares tendered through DTC’s ATOP system) are to be credited to an account other than asprovided above in Box 2, or if a check is to be mailed to someone other than the registered holder or to anaddress other than that shown on the Letter of Transmittal, signature guarantees are required. See Boxes 7and 8 of this Letter of Transmittal. Form W-9 or an applicable IRS Form W-8, as described underInstruction 8 below, should also be completed for the person(s) other than the registered holder receivingthe “Special Delivery Instructions”.

7. IRREGULARITIES. The Company will determine in its sole discretion the number of shares ofClass A Stock to be accepted and the validity, form, eligibility, including time of receipt, and acceptance forpayment of any tender of shares of Class A Stock, and the Company’s determinations will be final andbinding on all parties, except as finally determined in a subsequent judicial proceeding if the Company’sdeterminations are challenged by stockholders. There is no obligation to give notice of any defects orirregularities to stockholders. See Section 3, “Procedures for Tendering Shares of Class A Stock”, of theOffer to Purchase for additional information.

8. U.S. FEDERAL WITHHOLDING AND BACKUP WITHHOLDING. If you are a “U.S.stockholder” (as defined in “Important U.S. Tax Information” below), please complete and submit theaccompanying IRS form W-9 to certify your Taxpayer ID or Social Security Number. Please note that thePaying Agent may withhold 24% of your proceeds as required by the IRS if the Taxpayer ID or Social SecurityNumber is not properly certified on our records. If you are a “non-U.S. stockholder” (as defined below in“Important U.S. Tax Information” below), please complete and submit the appropriate IRS Form(s) W-8BEN,W-8BEN-E, W-8IMY (with any required attachments), W-8ECI, or W8EXP, as applicable (which may beobtained from the IRS website at www.irs.gov). Failure to timely complete, sign and return the appropriate IRSForm(s) W-8 may prevent you from claiming any available reduction or exemption from U.S. federal withholding(including backup withholding, income tax withholding and Foreign Account Tax Compliance Act withholding).

9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests forassistance or additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed

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Delivery and the Guidelines for Certification of Taxpayer Identification Number on Form W-9 may bedirected to the Company’s Investor Relations department at the address set forth on the back cover of thisLetter of Transmittal.

10. ODD LOTS. Please see Section 1, “Number of Shares of Class A Stock; Purchase Price;Proration; Odd Lots”, of the Offer to Purchase for additional information regarding Box 6 of this Letter ofTransmittal.

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IMPORTANT U.S. TAX INFORMATION

This is a summary of certain material U.S. federal income tax considerations relating to the Offer.Stockholders should consult with their tax advisors regarding the tax consequences with respect to theirparticular circumstances.

In order to avoid backup withholding of U.S. federal income tax on payments pursuant to the Offer, astockholder that is a “U.S. person” within the meaning of Section 7701(a)(30) of the Internal Revenue Codeof 1986, as amended (the “Code”), and described below (a “U.S. stockholder”), tendering shares ofClass A Stock must, unless an exemption applies, timely provide the Paying Agent with such stockholder’scorrect taxpayer identification number (“TIN”), certify under penalties of perjury that such TIN is correct (orthat such stockholder is waiting for a TIN to be issued), and provide certain other certifications bycompleting the IRS Form W-9 accompanying this Letter of Transmittal. If a U.S. stockholder does notprovide his, her or its correct TIN or fails to provide the required certifications, the IRS may impose certainpenalties on such stockholder and payment to such stockholder pursuant to the Offer may be subject toU.S. federal backup withholding at a rate equal to 24%. All U.S. stockholders tendering shares of Class AStock pursuant to the Offer should complete and sign the IRS Form W-9 to provide the information andcertification necessary to avoid U.S. federal backup withholding (unless an applicable exemption exists and isproved in a manner satisfactory to the Paying Agent). To the extent that a U.S. stockholder designatesanother U.S. person to receive payment, such other person may be required to provide a properly completedIRS Form W-9. In general, under Section 7701(a)(30) of the Code, a “U.S. person” includes: (i) a citizen orresident of the United States; (ii) a partnership or other entity treated as a partnership for U.S. federal incometax purposes, created or organized in or under the laws of the United States, any state thereof or theDistrict of Columbia; (iii) a corporation or other entity treated as a corporation for U.S. federal income taxpurposes, created or organized in or under the laws of the United States, any state thereof or the Districtof Columbia; (iv) an estate, the income of which is subject to U.S. federal income tax regardless of its source;and (v) a trust if a U.S. court can exercise primary supervision over the trust’s administration and one ormore U.S. persons are authorized to control all substantial decisions of the trust or the trust has a validelection in effect under applicable Treasury regulations to be treated as a U.S. person.

If a U.S. stockholder has not been issued a TIN and has applied for a TIN or intends to apply for aTIN immediately, then the stockholder should write “APPLIED FOR” in the space for the TIN in Part I ofthe IRS Form W-9 and should sign and date the IRS Form W-9. If the Paying Agent has not been providedwith a properly certified TIN by the time of payment, U.S. federal backup withholding will apply. If the sharesof Class A Stock are held in more than one name or are not in the name of the actual owner, consult theinstructions on the IRS Form W-9 for additional guidance on which name and TIN to report.

Certain stockholders (including, among others, corporations, individual retirement accounts andcertain foreign individuals and entities) are not subject to U.S. federal backup withholding but may berequired to provide evidence of their exemption from such backup withholding. Exempt U.S. stockholdersshould check the “Exempt payee” box on the IRS Form W-9. See the accompanying IRS Form W-9 for moreinstructions.

Backup withholding is not an additional tax. Rather, the amount of the backup withholding may becredited against the U.S. federal income tax liability of the person subject to the backup withholding. Ifbackup withholding results in an overpayment of tax, a refund can be obtained by the stockholder by timelyproviding the required information to the IRS.

U.S. stockholders should refer to Section 13, “Material U.S. Federal Income Tax Considerations”, ofthe Offer to Purchase for a description of certain U.S. federal income tax considerations generally applicableto certain U.S. stockholders tendering shares of Class A Stock pursuant to the Offer.

A stockholder that is not a U.S. person (a “non-U.S. stockholder”), such as non-resident alien individualsand foreign entities, including a disregarded U.S. domestic entity that has a foreign owner, should notcomplete an IRS Form W-9. Instead, to establish an applicable withholding exemption from backupwithholding, establish its status under the Foreign Account Tax Compliance Act (“FATCA”), and (ifapplicable) claim a reduced rate of, or exemption from, income tax withholding on amounts treated asdividends (if any), a non-U.S. stockholder (or its non-U.S. designee, if any) may be required to complete

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and submit IRS Form(s) W-8BEN, W-8BEN-E, W-8IMY (with any required attachments), W-8ECI, orW-8EXP, as applicable, signed under penalties of perjury, attesting to such non-U.S. stockholder’s exemptionfrom backup withholding and his, her or its FATCA status and (if applicable) claim a reduced rate of, orexemption from, income tax withholding on amounts treated as dividends (if any). The appropriateForm(s) W-8 may be obtained on the IRS website (www.irs.gov).

Unless such non-U.S. stockholder establishes his, her or its exemption from FATCA, or otherwisecomplies with FATCA reporting obligations, to comply with FATCA the Company may withhold 30%from such non-U.S. stockholder’s proceeds in the event the proceeds are treated as a dividend under theapplicable tax rules. In addition, even if a non-U.S. stockholder is not subject to FATCA withholding, to theextent that any proceeds received by a non-U.S. stockholder pursuant to the Offer are treated as a dividendfor U.S. federal income tax purposes, they will be subject to U.S. federal income tax and the applicablewithholding agent will be required to withhold such U.S. federal income tax at a rate of 30% (or suchlower rate as may be specified by an applicable income tax treaty or by reason of the stockholder’s specialstatus, provided the applicable withholding agent has received proper certification of the application of suchincome tax treaty or such special status). With respect to amounts not treated as a dividend for U.S. federalincome tax purposes, non-U.S. stockholders may be subject to U.S. federal income tax, generally at the ratesapplicable to U.S. taxpayers, under the Foreign Investment in Real Property Tax Act of 1980, as amended(“FIRPTA”), plus an additional 30% “branch profits tax” for corporate non-U.S. stockholders with respectto certain amounts. Amounts subject to tax under FIRPTA (or that may be taxed under FIRPTA) aregenerally subject to withholding at the rate of 15% or 21%.

For withholding purposes, the Company will treat any proceeds received by a non-U.S. stockholderpursuant to the Offer as a dividend for U.S. federal income tax purposes and the Company will withholdaccordingly; provided, however, that in the case of a non-U.S. stockholder that properly claims a reduced rateof, or exemption from, withholding on dividends, the Company may withhold at not less than the 15%withholding rate or the 21% withholding rate that may apply under FIRPTA to amounts not treated asdividends. Non-U.S. stockholders should refer to Section 13, “Material U.S. Federal Income TaxConsiderations”, of the Offer to Purchase for a description of certain U.S. federal income tax considerationsgenerally applicable to certain non-U.S. stockholders tendering shares of Class A Stock pursuant to theOffer.

Stockholders are urged to consult their tax advisors to determine whether they are exempt from backupwithholding tax requirements. Further, non-U.S. stockholders are urged to consult their tax advisors to determinewhether they are subject to FATCA withholding tax and reporting requirements and whether they may beeligible for a reduced rate of withholding under an applicable income tax treaty.

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The Letter of Transmittal and any other required documents should be sent or delivered by eachstockholder of the Company or such stockholder’s broker, dealer, commercial bank, trust company or othernominee to the Depositary as follows:

The Depositary and Paying Agent for the Offer is:

If delivering by hand, express mail, courieror other expedited service:

By mail:

American Stock Transfer & Trust Co., LLCOperations Center

Attn: Reorganization Department6201 15th Avenue

Brooklyn, New York 11219

American Stock Transfer & Trust Co., LLCOperations Center

Attn: Reorganization Department6201 15th Avenue

Brooklyn, New York 11219

Delivery of the Letter of Transmittal to an address other than as set forth above will not constitute a validdelivery to the Depositary.

Questions and requests for assistance and requests for additional copies of the Offer to Purchase, thisLetter of Transmittal or the Notice of Guaranteed Delivery should be directed to the Company’s InvestorRelations Department at the address and telephone number set forth below:

Brookfield Property REIT Inc.Attention: Investor Relations

Brookfield Place, 250 Vesey Street, 15th FloorNew York, New York 10281Telephone: (855) 212-8243

Email: bpy.enquiries@brookfield.com