 --- Aggregate consideration payable to the public of 6.5 billion --- Unitholders can elect for each BPY unit 18.17 in cash, 0.3979 of a Brookfield Class A Share or 0.7268 of a BPY preferred unit, subject to pro-ration, for an aggregate consideration mix of approximately 50 cash, 42 Brookfield Class A Shares and 8 BPY preferred units --- BPYs Independent Directors Unanimously Approve Transaction 