BPO Properties Preferred Shareholders Approve Preferred Share Exchange Not for distribution to U.S. newswire services nor for dissemination to the United States. TORONTO -- (Marketwired) -- 04/26/13 -- BPO Properties Ltd. ("BPO Properties") today announced that its preferred shareholders have approved the previously announced proposal to exchange its existing preferred shares for new class AAA preference shares of Brookfield Office Properties Inc. ("Brookfield Office Properties") with substantially the same terms and conditions. Preferred shareholders voted in favour of the proposal at a meeting today at Brookfield Place in Toronto by a margin of 99.04%. BPO Properties will now seek final court approval from the Ontario Superior Court of Justice. It is anticipated that the transaction will close on Monday, April 29. On closing of the transaction, holders of preferred shares of BPO Properties will receive one class AAA preference share of Brookfield Office Properties for each preferred share of BPO Properties held. The class AAA preference shares of Brookfield Office Properties will have substantially the same terms and conditions as the preferred shares of BPO Properties that are exchanged. In particular, dividend rates will remain unchanged. Currently, the series G, J and M preferred shares of BPO Properties are listed on the TSX Venture Exchange ("TSXV"). The class AAA preference shares, series V, W and Y of Brookfield Office Properties will replace the series G, J and M preferred shares and will begin trading on the Toronto Stock Exchange under the stock symbols "BPO.PR.X", "BPO.PR.W" and "BPO.PR.Y", respectively, on or about Wednesday, May 1. In the interim, from market open to market close on April 30, the series G, J and M preferred shares of BPO Properties will continue to trade on the TSXV under the symbols "BPP.PR.G", "BPP.PR.J" and "BPP.PR.M", respectively, as proxy shares - representing an entitlement to the series V, W and Y shares of Brookfield Office Properties, respectively. About BPO Properties BPO Properties owns, develops and manages premier commercial office properties in select cities in Canada. BPO Properties' commercial property portfolio consists of interests in 28 properties totaling 20.7 million square feet, including 4.0 million square feet of parking. BPO Properties' development portfolio comprises six development sites totaling 5.5 million square feet. Forward-Looking Statements This press release contains forward-looking statements and information within the meaning of applicable securities legislation. There can be no assurance that the proposed transaction will be consummated. The proposed transaction remains subject to approval of the Ontario Superior Court of Justice and there can be no assurance that such approval will be obtained. Although Brookfield Office Properties and BPO Properties believe that the 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 assumptions, known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Brookfield Office Properties or BPO Properties to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information. Accordingly, Brookfield Office Properties and BPO Properties cannot give any assurance that its expectations will in fact occur and cautions that actual results may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those set forth in the forward-looking statements and information include, but are not limited to, general economic conditions; local real estate conditions, including the development of properties in close proximity to the company's properties; timely leasing of newly-developed properties and re-leasing of occupied square footage upon expiration; dependence on tenants' financial condition; the uncertainties of real estate development and acquisition activity; the ability to effectively integrate acquisitions; interest rates; availability of equity and debt financing; the impact of newly-adopted accounting principles on Brookfield Office Properties' or BPO Properties' accounting policies and on period-to-period comparisons of financial results; and other risks and factors described from time to time in the documents filed by Brookfield Office Properties and BPO Properties with the securities regulators in Canada and the United States, including in Brookfield Office Properties' Renewal Annual Information Form under the heading "Business of Brookfield Office Properties - Company and Real Estate Industry Risks," and in its most recent interim management's discussion and analysis of financial results under the heading "Risks and Uncertainties", and in BPO Properties' Renewal Annual Information Form under the heading "Business of BPO Properties - Company and Real Estate Industry Risks" and in its most recent interim management's discussion and analysis of financial results under the heading "Risks and Uncertainties". Brookfield Office Properties and BPO Properties undertake no obligation to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, except as required by law. Media Contact: Melissa Coley Vice President, Investor Relations and Communications (212) 417-7215 firstname.lastname@example.org Investor Contact: Matt Cherry Director, Investor Relations and Communications (212) 417-7488 email@example.com
BPO Properties Preferred Shareholders Approve Preferred Share Exchange
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