Brookfield Property REIT (BPYU) SC TO-I Issuer tender offer statement

Exhibit (a)(1)(B)​

LETTER OF TRANSMITTAL

To Tender Shares of Class A Stock
Pursuant to the Offer to Purchase for Cash
Dated July 6, 2020
by
Brookfield Property REIT Inc.
of
Up to 9,166,667 Shares of its Class A Stock
At 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AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 12, 2020, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH TIME AND DATE, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”).

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., LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219	American Stock Transfer & Trust Co., LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219

For assistance in completing this Letter of Transmittal, please contact the Investor Relations department at Brookfield Property REIT Inc. (the “Company”) at the telephone number and address set forth on the back 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 CONTAIN IMPORTANT INFORMATION, AND YOU SHOULD CAREFULLY READ BOTH IN THEIR ENTIRETY BEFORE MAKING A DECISION WITH RESPECT TO THE OFFER. YOU MAY TENDER ALL OR A PORTION OF YOUR SHARES OF CLASS A STOCK. YOU ALSO MAY CHOOSE NOT TO 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 DOCUMENTS TO THE DEPOSITARY. ANY DOCUMENTS DELIVERED TO BROOKFIELD PROPERTY REIT INC., D.F. King & Co., Inc., AS THE INFORMATION AGENT, THE DEPOSITORY TRUST COMPANY (“DTC”) OR ANY OTHER PERSON WILL NOT BE FORWARDED TO THE DEPOSITARY 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 the procedure for book-entry transfer through DTC’s Automated Tender Offer Program (“ATOP”) system by the Expiration Date or if time will not permit delivery of all required documents to the Depositary prior to the Expiration Date, you may still tender your shares of Class A Stock if you comply with the guaranteed delivery procedure described in Section 3, “Procedures for Tendering Shares of Class A Stock”, of the Offer to Purchase.

We will not accept shares of Class A Stock subject to conditional tenders, such as acceptance of all or none of the shares of Class A Stock tendered by any tendering stockholder. No fractional shares of Class A Stock will be purchased in the Offer (as defined herein).

We recommend that you consult your broker, dealer, commercial bank, trust company or other nominee and/or your financial advisor to determine the status of your account and the best way to tender your shares of Class A Stock. If you have any questions related to how that status impacts how you may tender your shares of Class A Stock, please contact the Company’s Investor Relations department at the telephone number set forth on the back cover of this Letter of Transmittal. If you have any questions related to the status of the shares of Class A Stock in your book-entry account, or need to confirm the number 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 A Stock, it likely has an earlier deadline for you to act to instruct it to accept the Offer on your behalf. We urge you 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 be taxed as a real estate investment trust for U.S. federal income tax purposes (the “Company”), identified below at $12.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest, on the terms and subject to the conditions described in the Offer to Purchase, dated July 6, 2020 (the “Offer to Purchase”), and in this Letter of Transmittal, which, together with any amendments or supplements thereto, collectively constitute the “Offer”. The Offer will expire at 5:00 p.m., New York City time, on August 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 Stock tendered with this Letter of Transmittal in accordance with, and subject to, the terms of the Offer, I/we hereby sell, assign and transfer to, or upon the order of, the Company, all right, title and interest in and to all of the shares of Class A Stock that are being tendered hereby, subject to the “odd lot” priority and proration 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 and attorney-in-fact of the undersigned, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the full extent of my/our rights with respect to the tendered shares of Class A Stock, to (a) transfer ownership of the shares of Class A Stock on the account books 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 the order of the Company, (b) present such shares of Class A Stock for cancellation and transfer on the Company’s stock ledger, and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such shares of Class A Stock, all in accordance with the terms and subject to the conditions of the Offer.

I/we certify that I/we have complied with all requirements as stated in the instructions herein, am/are the registered holder(s) of the shares of Class A Stock identified below, give the instructions in this Letter of Transmittal and warrant that I/we have full power and authority to tender, sell, assign and transfer the tendered shares of Class A Stock, and that the shares of Class A Stock identified below are free and clear of all liens, charges, encumbrances, security interests, claims, restrictions and equities whatsoever, together with all rights and benefits arising therefrom, provided that any dividends or distributions which may be declared, paid, issued, distributed, made or transferred on or in respect of such shares of Class A Stock to stockholders of record on or prior to the date on which the shares of Class A Stock are accepted for payment pursuant 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 of Transmittal are in compliance with all applicable laws and regulations. I/we will, on request by the Depositary or the Company, execute any additional documents deemed by the Depositary or the Company to be necessary 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 Company set forth in Section 3, “Procedures for Tendering Shares of Class A Stock”, of the Offer to Purchase and understand that the tender of shares of Class A Stock made hereby constitutes an acceptance of the terms and conditions of the Offer (including if the Offer is extended or amended, the terms and conditions of such extension or amendment).

I/we authorize the Company to withhold all applicable taxes and tax-related items legally payable by the 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 the Company that the undersigned has/have a “net long position” in the Class A Stock or other securities exercisable or exchangeable therefore and that such tender complies with Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the 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 (Please complete enclosed IRS Form W-9 or the appropriate IRS Form W-8):
(4) Total Number of Shares of Class A Stock You Own:	(5) Total Number of Whole Shares of Class A Stock You Are Tendering:
(6) ODD LOTS
As described in Section 1, “Number of Shares of Class A Stock; Purchase Price; Proration; Odd Lots”, of the Offer to Purchase, under certain conditions, stockholders holding fewer than 100 shares of Class A Stock may have their shares accepted for payment before any proration of the purchase of other tendered shares of Class A Stock. This preference is not available to partial tenders or to beneficial or record holders of 100 or more shares of Class A Stock in the aggregate, even if these holders have separate accounts each representing fewer than 100 shares of Class A Stock. Accordingly, this section is to 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 of which are being tendered; or
☐ is a broker, dealer, commercial bank, trust company or other nominee that (a) is tendering for the beneficial 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 person is the beneficial owner of an aggregate of fewer than 100 shares of Class A Stock and is tendering all of such shares.

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(7) Special Payment Instructions	​	​			(8) Special Delivery Instructions
To be completed ONLY if the check for the purchase price of shares of Class A Stock is to be issued in the name of someone other than the signatory(ies) below, or if shares of Class A Stock tendered hereby which are not purchased are to be returned by crediting them to an account other than the account designated above in Box 2. Also see Instruction 1 below regarding Signature Guarantees.	​	Signature Guarantee Medallion (Title of Officer Signing this Guarantee) (Name of Guarantor — Please Print) (Address of Guarantor Firm)			To be completed ONLY if the check for the purchase price of shares of Class A Stock purchased is to be mailed to someone other than the signatory(ies) below or to the signatory(ies) below at an address other than that set forth above. Also see Instruction 1 regarding Signature Guarantees.
Name (Please Print First, Middle & Last Name)	​	​	​	​	Name (Please Print First, Middle & Last Name)
(Address)	​	​	​	​	(Address)
(Account Number)	​	​	��	​	(Area Code and Telephone Number)
(Social Security or Tax ID Number)	​	​	​	​	(Social Security or Tax ID Number)
(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) by documents 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 person acting 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” (AS DEFINED IN “IMPORTANT U.S. TAX INFORMATION” BELOW), PLEASE COMPLETE AND SUBMIT THE ACCOMPANYING U.S. INTERNAL REVENUE SERVICE (“IRS”) FORM W-9 TO CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER. Please note that the Paying Agent may withhold 24% of your proceeds as required by the IRS if the Taxpayer ID or Social Security Number is not properly certified on our records. If you are A “NON-U.S. STOCKHOLDER” (AS DEFINED 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 W-8EXP, as applicable (which may be obtained from the IRS website AT www.irs.gov). FAILURE TO TIMELY COMPLETE, SIGN AND RETURN THE APPROPRIATE IRS FORM(S) W-8 MAY PREVENT A NON-U.S. STOCKHOLDER 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).

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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1.   GUARANTEE OF SIGNATURES.   No signature guarantee is required on this Letter of Transmittal if either (a) this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Instruction 1, includes any participant in the book-entry transfer facility’s system whose name 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 or representative capacity, and evidence of the capacity of such entity or person to sign as noted in Instruction 3 below is submitted with this Letter of Transmittal, or, in lieu of documented evidence noted in Instruction 3, a signature guarantee is required) of shares of Class A Stock tendered herewith, unless such registered holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on this Letter of Transmittal or (b) shares of Class A Stock are tendered for the account of a commercial bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program, the Stock Exchange Medallion Program, or an “eligible guarantor institution”, as the term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act 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 Stock pursuant to the Offer, either (a) this Letter of Transmittal, properly completed and duly executed (or a manually signed photocopy of this Letter of Transmittal), including any required signature guarantees, or an Agent’s Message (as defined in the Offer to Purchase) in lieu of this Letter of Transmittal, and any other documents required by this Letter of Transmittal must be received by the Depositary at its address set forth on the back cover of this Letter of Transmittal and, solely with respect to tenders through DTC’s ATOP system, the shares of Class A Stock must be delivered pursuant to the procedures for book-entry transfer through DTC’s ATOP system set forth in Section 3, “Procedures for Tendering Shares of Class A Stock”, of the Offer to Purchase, in each case prior to the Expiration Date, or (b) the tendering stockholder must comply with the guaranteed delivery procedures set forth below and in Section 3, “Procedures for Tendering Shares 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 all required documents to the Depositary prior to the Expiration Date, you may still tender your shares of Class A Stock if you comply with the guaranteed delivery procedure described in Section 3, “Procedures for Tendering 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 required documents, including delivery through DTC, is at the sole election and risk of the tendering stockholder. Shares of 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 not accept shares of Class A Stock subject to conditional tenders, such as acceptance of all or none of the shares of Class A Stock tendered by any tendering stockholder. No fractional shares of Class A Stock will be purchased in the Offer. All tendering stockholders, by execution of this Letter of Transmittal (or a manually signed photocopy hereof), waive any right to receive any notice of the acceptance for payment of their shares of Class A Stock.

3.   SIGNATURES ON LETTER OF TRANSMITTAL.   If any of the shares of Class A Stock tendered hereby are owned of record by two or more joint owners, all such persons must sign this Letter of Transmittal. 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 representative capacity, he or she should so indicate when signing, and proper evidence satisfactory to the Depositary of his or her authority to so act must be submitted with this Letter of Transmittal, or in lieu of documented evidence, 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 of Transmittal the number of shares of Class A Stock that you are tendering. Be certain that you do not indicate that you are tendering more shares of Class A Stock than you actually own. If the number of shares of Class A Stock you indicate on the Letter of Transmittal exceeds the number of shares of Class A Stock you own, we will deem you to have tendered all of your shares of Class A Stock. Note that even if you tender all of your shares of Class A Stock, we may not accept all of them for payment. If the Offer is oversubscribed, we will prorate the number of shares of Class A Stock we purchase from tendering stockholders (other than stockholders who receive “odd lot” priority treatment).

5.   STOCK TRANSFER TAXES.   The Company will pay any stock transfer taxes with respect to the transfer and sale of shares of Class A Stock to the Company pursuant to the Offer. If, however, payment of the purchase price is to be made to, or (in circumstances permitted by the Offer) if unpurchased shares of Class A Stock are to be registered in the name of, any person other than the registered holder, or if shares of Class A Stock tendered hereby are registered in the name of any person other than the person signing this Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or such person), payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted to the Paying 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 purchased will be issued in the name(s) of the signatory(ies) above, and any shares of Class A Stock tendered hereby and not purchased will be credited at the Company’s expense to the registered holder’s book-entry account with the transfer agent or, for shares held through a DTC participant, to the account maintained with DTC by the 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 purchased will 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 as provided above in Box 2, or if a check is to be mailed to someone other than the registered holder or to an address other than that shown on the Letter of Transmittal, signature guarantees are required. See Boxes 7 and 8 of this Letter of Transmittal. Form W-9 or an applicable IRS Form W-8, as described under Instruction 8 below, should also be completed for the person(s) other than the registered holder receiving the “Special Delivery Instructions”.

7.   IRREGULARITIES.   The Company will determine in its sole discretion the number of shares of Class A Stock to be accepted and the validity, form, eligibility, including time of receipt, and acceptance for payment of any tender of shares of Class A Stock, and the Company’s determinations will be final and binding on all parties, except as finally determined in a subsequent judicial proceeding if the Company’s determinations are challenged by stockholders. There is no obligation to give notice of any defects or irregularities to stockholders. See Section 3, “Procedures for Tendering Shares of Class A Stock”, of the Offer 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 the accompanying IRS form W-9 to certify your Taxpayer ID or Social Security Number. Please note that the Paying Agent may withhold 24% of your proceeds as required by the IRS if the Taxpayer ID or Social Security Number 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 be obtained from the IRS website at www.irs.gov). Failure to timely complete, sign and return the appropriate IRS Form(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 for assistance 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 be directed to the Company’s Investor Relations department at the address set forth on the back cover of this Letter 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 of Transmittal.

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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 their particular circumstances.

In order to avoid backup withholding of U.S. federal income tax on payments pursuant to the Offer, a stockholder that is a “U.S. person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”), and described below (a “U.S. stockholder”), tendering shares of Class A Stock must, unless an exemption applies, timely provide the Paying Agent with such stockholder’s correct taxpayer identification number (“TIN”), certify under penalties of perjury that such TIN is correct (or that such stockholder is waiting for a TIN to be issued), and provide certain other certifications by completing the IRS Form W-9 accompanying this Letter of Transmittal. If a U.S. stockholder does not provide his, her or its correct TIN or fails to provide the required certifications, the IRS may impose certain penalties on such stockholder and payment to such stockholder pursuant to the Offer may be subject to U.S. federal backup withholding at a rate equal to 24%. All U.S. stockholders tendering shares of Class A Stock pursuant to the Offer should complete and sign the IRS Form W-9 to provide the information and certification necessary to avoid U.S. federal backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the Paying Agent). To the extent that a U.S. stockholder designates another U.S. person to receive payment, such other person may be required to provide a properly completed IRS Form W-9. In general, under Section 7701(a)(30) of the Code, a “U.S. person” includes: (i) a citizen or resident of the United States; (ii) a partnership or other entity treated as a partnership for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (iii) a corporation or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of 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 or more U.S. persons are authorized to control all substantial decisions of the trust or the trust has a valid election 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 a TIN immediately, then the stockholder should write “APPLIED FOR” in the space for the TIN in Part I of the IRS Form W-9 and should sign and date the IRS Form W-9. If the Paying Agent has not been provided with a properly certified TIN by the time of payment, U.S. federal backup withholding will apply. If the shares of Class A Stock are held in more than one name or are not in the name of the actual owner, consult the instructions 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 and certain foreign individuals and entities) are not subject to U.S. federal backup withholding but may be required to provide evidence of their exemption from such backup withholding. Exempt U.S. stockholders should check the “Exempt payee” box on the IRS Form W-9. See the accompanying IRS Form W-9 for more instructions.

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

U.S. stockholders should refer to Section 13, “Material U.S. Federal Income Tax Considerations”, of the Offer to Purchase for a description of certain U.S. federal income tax considerations generally applicable to 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 individuals and foreign entities, including a disregarded U.S. domestic entity that has a foreign owner, should not complete an IRS Form W-9. Instead, to establish an applicable withholding exemption from backup withholding, establish its status under the Foreign Account Tax Compliance Act (“FATCA”), and (if applicable) claim a reduced rate of, or exemption from, income tax withholding on amounts treated as dividends (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, or W-8EXP, as applicable, signed under penalties of perjury, attesting to such non-U.S. stockholder’s exemption from backup withholding and his, her or its FATCA status and (if applicable) claim a reduced rate of, or exemption from, income tax withholding on amounts treated as dividends (if any). The appropriate Form(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 otherwise complies 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 the applicable tax rules. In addition, even if a non-U.S. stockholder is not subject to FATCA withholding, to the extent that any proceeds received by a non-U.S. stockholder pursuant to the Offer are treated as a dividend for U.S. federal income tax purposes, they will be subject to U.S. federal income tax and the applicable withholding agent will be required to withhold such U.S. federal income tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty or by reason of the stockholder’s special status, provided the applicable withholding agent has received proper certification of the application of such income tax treaty or such special status). With respect to amounts not treated as a dividend for U.S. federal income tax purposes, non-U.S. stockholders may be subject to U.S. federal income tax, generally at the rates applicable 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 respect to certain amounts. Amounts subject to tax under FIRPTA (or that may be taxed under FIRPTA) are generally 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. stockholder pursuant to the Offer as a dividend for U.S. federal income tax purposes and the Company will withhold accordingly; provided, however, that in the case of a non-U.S. stockholder that properly claims a reduced rate of, 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 as dividends. Non-U.S. stockholders should refer to Section 13, “Material U.S. Federal Income Tax Considerations”, of the Offer to Purchase for a description of certain U.S. federal income tax considerations generally applicable to certain non-U.S. stockholders tendering shares of Class A Stock pursuant to the Offer.

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

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 Exhibit (a)(1)(B)​

 Exhibit (a)(1)(B)​

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

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., LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219	American Stock Transfer & Trust Co., LLC Operations Center Attn: Reorganization Department 6201 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 valid delivery to the Depositary.

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

Brookfield Property REIT Inc.
Attention: Investor Relations
Brookfield Place, 250 Vesey Street, 15th Floor
New York, New York 10281
Telephone: (855) 212-8243
Email: bpy.enquiries@brookfield.com