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Press release from Business Wire

BPO Properties Shareholders Approve Conversion to Create Canada's Pre-Eminent Office REIT

<p class=' bwtextaligncenter'> <i><b>99% Vote in Favour of Transaction</b></i> </p>

Tuesday, April 27, 2010

BPO Properties Shareholders Approve Conversion to Create Canada's Pre-Eminent Office REIT13:15 EDT Tuesday, April 27, 2010 TORONTO (Business Wire) -- BPO Properties Ltd. (TSX: BPP) today announced that its shareholders have approved the company's proposal to create Canada's pre-eminent office real estate investment trust (REIT), to be named Brookfield Office Properties Canada. Shareholders voted in favour of the proposal at a meeting today at the Hockey Hall of Fame in Toronto by a margin of 99%. Brookfield Office Properties Canada is comprised of 19 premier office buildings encompassing 14 million square feet in Toronto, Calgary and Vancouver. As part of the transaction approved today, Brookfield Office Properties Canada is purchasing Brookfield Properties' (NYSE, TSX: BPO) interest in the prestigious Brookfield Place office and retail complex in downtown Toronto. “The overwhelmingly positive result of today's vote confirms our belief that the conversion to a REIT structure is in the best interests of all BPP shareholders,” said Tom Farley, chief executive officer of BPO Properties. “With the addition of Brookfield Place, we look forward to launching the highest-quality office REIT in Canada.” It is anticipated that the transaction will close on Saturday, May 1 and that units of Brookfield Office Properties Canada will begin trading on the Toronto Stock Exchange (TSX) under the stock symbol “BCR” on Wednesday, May 5. In the interim, from market open on May 3 to market close on May 4, common shares of the company will continue to trade on the TSX under the symbol BPP as proxy shares – representing an entitlement to units of BCR. On May 5, common shares of BPP will be delisted from the TSX and BCR's units will commence trading under the symbol BCR. As approved by BPP shareholders today, each BPP common share will be converted into one unit of BCR. Preferred shares of BPP will continue to be listed on the TSX and the terms of those securities remain unchanged. BCR expects to pay monthly distributions to unitholders of $0.08 per unit, or $0.96 per unit on an annualized basis. This annual payout to BCR unitholders is more than double BPP's existing annual payout of $0.40 per share. Forward-Looking Statements This press release contains forward-looking statements and information within the meaning of applicable securities legislation, including statements about BPP's beliefs and expectations relating to the proposed transaction, benefits that are expected to be realized as a result of the transaction and anticipated distributions in 2010. There can be no assurance that the proposed transaction will be consummated or that the anticipated benefits will be realized. In addition, distributions to unitholders of BCR are at the discretion of the trustees and are subject to change. Although BPP believes 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 known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the company to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information. Accordingly, the company 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; 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 accounting policies and on period-to-period comparisons of financial results, including changes in accounting policies to be adopted under International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS); and other risks and factors described from time to time in the documents filed by the company with securities regulators in Canada, including in the Annual Information Form under the heading “BPO Properties – Company and Real Estate Industry Risks” and in the company's annual report under the heading “Management's Discussion and Analysis.” The company undertakes 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. BPO Properties Profile BPO Properties Ltd., 90% owned by Brookfield Properties Corporation, is a Canadian company that invests in real estate, focusing on the ownership and value enhancement of premier office properties. The current property portfolio is comprised of interests in commercial properties totaling 18.3 million square feet. BPP's common shares trade on the TSX under the symbol BPP. For more information, visit Contact Investor relations and media inquiries should be directed to Melissa Coley, Vice President, Investor Relations and Communications at (416) 359-8593. Inquiries regarding financial results should be directed to Bryan Davis, Senior Vice President and Chief Financial Officer, at (416) 359-8612.