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U X E M B O U R G

MEMORIAL

Journal Officiel

du Grand-Duché de

Luxembourg

MEMORIAL

Amtsblatt

des Großherzogtums

Luxemburg

R E C U E I L D E S S O C I E T E S E T A S S O C I A T I O N S

Le présent recueil contient les publications prévues par la loi modifiée du 10 août 1915 concernant les sociétés commerciales

et par la loi modifiée du 21 avril 1928 sur les associations et les fondations sans but lucratif.

C — N° 2735

10 novembre 2011

SOMMAIRE

ALPHA FINANCIAL MARKETS CON-

SULTING (Luxembourg) S.A. . . . . . . . . . .

131279

Ambares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

131278

AM Global Holding Bis . . . . . . . . . . . . . . . . .

131278

AMO Holding 10 S.A. . . . . . . . . . . . . . . . . . . .

131278

AMO Holding 11 S.A. . . . . . . . . . . . . . . . . . . .

131278

AMO Holding 12 S.A. . . . . . . . . . . . . . . . . . . .

131278

AMO Holding 15 S.A. . . . . . . . . . . . . . . . . . . .

131278

AMO Holding 16 S.A. . . . . . . . . . . . . . . . . . . .

131279

AMO Holding 17 S.A. . . . . . . . . . . . . . . . . . . .

131279

AMO Holding 18 S.A. . . . . . . . . . . . . . . . . . . .

131279

Assieme S.A. . . . . . . . . . . . . . . . . . . . . . . . . . .

131279

Assumption Finances S.A. . . . . . . . . . . . . . .

131279

Brookfield Properties (Luxembourg)

Branch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

131234

BV Acquisitions S.à r.l. . . . . . . . . . . . . . . . . . .

131274

Cab Finanziaria S.A. . . . . . . . . . . . . . . . . . . . .

131277

Chrystal Blue S.A. . . . . . . . . . . . . . . . . . . . . . .

131280

Climalux S.A. . . . . . . . . . . . . . . . . . . . . . . . . . .

131280

Devonshire Europe Limited . . . . . . . . . . . . .

131280

DK Invest S.A. . . . . . . . . . . . . . . . . . . . . . . . . .

131280

en.co.tec., Engineering Contracting Tech-

nologies S.A. . . . . . . . . . . . . . . . . . . . . . . . . . .

131280

Esprit Financier S.A. . . . . . . . . . . . . . . . . . . . .

131280

Melucta Investment S.A. . . . . . . . . . . . . . . . .

131274

Newcontainer No.45 (Luxembourg) Shipp-

ing S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

131274

Omnium Vasco . . . . . . . . . . . . . . . . . . . . . . . .

131275

Overpack Holding S.A., SPF . . . . . . . . . . . .

131275

Protection Re . . . . . . . . . . . . . . . . . . . . . . . . . .

131274

Vadelices S.à.r.l. . . . . . . . . . . . . . . . . . . . . . . . .

131275

Vadelices S.à.r.l. . . . . . . . . . . . . . . . . . . . . . . . .

131275

Vegalux Investments SA S.P.F. . . . . . . . . . .

131277

Verbena Investissements S.A. . . . . . . . . . . .

131276

Victoria Quarter (Lux) . . . . . . . . . . . . . . . . .

131275

Vinolux S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

131276

Vis Europe S.A. . . . . . . . . . . . . . . . . . . . . . . . .

131276

Wayss & Freytag Ingenieurbau AG Nieder-

lassung Luxemburg . . . . . . . . . . . . . . . . . . . .

131276

Wayss & Freytag Ingenieurbau AG Nieder-

lassung Luxemburg . . . . . . . . . . . . . . . . . . . .

131277

Wayss & Freytag Ingenieurbau AG Nieder-

lassung Luxemburg . . . . . . . . . . . . . . . . . . . .

131277

Wentworth S.A. . . . . . . . . . . . . . . . . . . . . . . .

131276

WTC International S.A. . . . . . . . . . . . . . . . .

131277

YBL S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

131277

131233

U X E M B O U R G

Brookfield Properties (Luxembourg) Branch, Succursale d'une société de droit étranger.

Adresse de la succursale: L-2310 Luxembourg, 16, avenue Pasteur.

R.C.S. Luxembourg B 163.613.

Articles of Association

Brookfield Properties Ltd

(Ontario Corporation number: 594133)

ARTICLES OF CONTINUANCE

STATUTS DE PROROGATION

Form 6 Business Corporations Act 1982

Formule numero 6 Loi de 1982 sur les compagnies

1. The name of the corporation is:

Dénomination sociale de la compagnie:

BCED REALITY INC.

LA SOCIETE IMMOBILIERE BCED INC.

2. The corporation is to be continued under the name
(if different from 1):

Nouvelle dénomination sociale de la compagnie (si elle
est différente de celle inscrite ci-dessus):

BROOKFIELD DEVELOPMENT CORPORATION

CORPORATION DE DEVELOPPEMENT
BROOKFIELD

3. Name of jurisdiction the corporation is leaving:

Nom de l'état que quitte la compagnie:

Canada

4. Date of incorporation/amalgamation

Date de la constitution ou de la fusion:

26 June 1984

5. The address of the registered office in Ontario is:

Adresse du siège social en Ontario:

Suite 3850, Toronto Dominion Bank Tower,
Toronto-Dominion Centre
Toronto, Ontario

M5K1A1

City of Toronto

in the

Municipality of Metropolitan Toronto

dans le / la

6. Number (or minimum and maximum number) of directors
is:

Nombre (ou nombres minimal et maximal)
d'administrateurs:

Minimum of 2; maximum of 2 0

7. The directors of the corporation are: Administrateurs:
First name, initials and surname
Prénom, initiales et nom de famille

Residence address, giving Street & No. or R.R.
No., or Municipality and Postal Code Adresse
personnelle, y compris la rue et le numéro,
le numéro de la R.R. ou, le nom de la municipalité
et le code postal

Resident Canadian
State
Yes or No
Résident Canadien
Oui / Non

John W. Campbell

292 Sumach Street Toronto, Ontario M5A 3K5

Yes

Edward J. Dato

186 Golfdale Road Toronto, Ontario M4N 2B9

Yes

8. Restrictions, if any, on business the corporation may
carry on or on powers the corporation may exercise:

Limites, s'il y a lieu, imposées aux activités
commerciales ou aux pouvoirs de la compagnie.

None

9. The classes and any maximum number of shares that
the corporation is authorized to issue.

Catégories et nombre maximal, s'il y a lieu, d'actions
que la compagnie est autorisée a émettre:

An unlimited number of common shares.

10. Rights, privileges, restrictions and conditions (if any)
attaching to each class of shares and directors authority
with respect to any class of shares which may be issued
in series:

Droits, privilèges, restrictions et conditions, s'il y a
lieu, rattachés à chaque catégorie d'actions et pouvoirs
des administrateurs relatifs à chaque catégorie
d'actions qui peut être émise en série:

Not Applicable

11. The issue, transfer of ownership of shares is/is not

restricted and the restrictions (if any) are as follows:

L'émission, le transfert ou la propriété d'actions est
n'est pas restreinte. Les restrictions, s'il y a lieu, sont
les suivantes:

No share in the capital of the Corporation may be transferred without the consent of the Board of Directors signified

by a resolution passed by the votes of, or an instrument in writing agreed by, a majority of the Directors.

131234

U X E M B O U R G

12. Other provisions (if any):

Autres dispositions, s'il y a lieu:

(i) the number of its shareholders, exclusive of persons who are in its employment and exclusive of persons who,

having been formerly in the employment of the company, were, while in that employment, and have continued after
termination of that employment to be, shareholders of the company, is limited to not more than fifty, two or more
persons who are the joint registered owners of one or more shares being counted as one shareholder;

(ii) any invitation to the public to subscribe for securities of the Corporation is prohibited; and
(iii) without in any way limiting the powers conferred upon the Corporation and its Directors by the Business Cor-

porations Act, 1982, the Board of Directors of the Corporation may, without authorization of the shareholders, from
time to time on behalf of the Corporation in such amounts and on such terms as it deems expedient:

(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell or pledge debt obligations of the Corporation;
(c) to the extent permitted by the Business Corporations Act, 1982, give guarantees on behalf of the Corporation to

secure performance of an obligation of any person; and

(d) charge, mortgage, hypothecate or pledge all or any of the currently owned or subsequently acquired real or

personal, movable or immovable, property of the Corporation, including book debts, rights, powers, franchises and
undertakings, to secure any debt obligations or any money borrowed or other debt or liability of the Corporation.

13. The corporation has complied with subsection 179(3)
of the Business Corporations Act.

La compagnie s'est conformée aux dispositions du
paragraphe 179 (3) de la Loi sur les compagnies

14. The continuation of the corporation under the laws of
the Province of Ontario has been properly authorized
under the laws of the jurisdiction in which the corporation
was incorporated/amalgamated or previously continued on

La prorogation de la compagnie en vertu des lois de la
province de l'Ontario a été dûment autorisée en vertu
des lois de l'autorité législative sous le régime de
laquelle la compagnie à été constituée ou fusionnée ou
prorogée le

24. April 1990

15. The corporation is to be continued under the Business
Corporations Act to the same extent as if it had been
incorporated thereunder.

La prorogation de la compagnie en vertu de la Loi sur
les compagnies a le même effet que si la compagnie
avait été constituée en vertu de cette Loi.

These articles are signed in duplicate.

Les présents statuts sont signes en double exemplaire.

BCED REALTY INC./ LA SOCIETE IMMOBILIERE BCED INC.
Signature
Director

ARTICLES OF AMENDMENT

STATUTS DE MODIFICATION

Form 3 Business Corporations Act. 1982

Formule numéro 3 Loi de 1982 sur les compagies

1. The present name of the corporation is:

Dénomination sociale actuelle de la compagnie:

BROOKFIELD DEVELOPMENT CORPORATION

CORPORATION DE DEVELOPPEMENT
BROOKFIELD

2. The name of the corporation is changed to (if applicable):
Not applicable

Nouvelle dénomination sociale de la compagnie
(s'il y a lieu):

3. Date of incorporation/amalgamation:

Date de la constitution ou de la fusion:

26/06/84

4. The articles of the corporation are amended as follows:

Les statuts de la compagnie sont modifiés de la façon
suivante:

To create an unlimited number of Preference Shares designated as Class A Preference Shares issuable in series, Class

B Preference Shares issuable in series and Class C Preference Shares issuable in series and to attach thereto the rights,
privileges, restrictions and conditions set out in Schedule "A".

Schedule "A"

CLASS A PREFERENCE SHARES
The Class A Preference Shares shall, as a class, have attached thereto the following rights, privileges, restrictions and

conditions:

1. Directors' Rights to Issue in One or More Series. The Class A Preference Shares may at any time or from time to

131235

U X E M B O U R G

ditions of any purchase for cancellation, retraction or redemption thereof, conversion rights (if any), voting rights attached
thereto (if any) and the terms and conditions of any share purchase plan or sinking fund, the whole subject to the filing
with the Director (as defined in the Business Corporations Act, 1982 (the "Act")) of Articles of Amendment containing
a description of such series including the designation, rights, privileges, restrictions and conditions determined by the
directors.

2. Rank.
2.1. The Class A Preference Shares of each series shall rank equally with the Class A Preference Shares of every other

series with respect to priority in the payment of dividends and return of capital. The Class A Preference Shares shall rank
senior to the Class B Preference Shares, Class C Preference Shares, Common Shares and any other shares of the Cor-
poration ranking junior ("Junior Shares") to the Class A Preference Shares with respect to priority in the payment of
dividends, repayment of capital and distribution of assets in the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, or any other distribution of assets of the Corporation among its share-
holders for the purposes of winding up its affairs (any such distribution of assets being referred to herein as a "Distribution
of Assets").

2.2. If any cumulative dividends or amounts payable on a return of capital are not paid in full on all the Class A Preference

Shares, the Class A Preference Shares of all series shall participate rateably in respect of such dividends, including accu-
mulations, if any, in accordance with the sums that would be payable on such shares if all such dividends were declared
and paid in full, and in respect of any repayment of capital in accordance with the sums that would be payable on such
repayment of capital if all sums so payable were paid in full; provided, however, that in the event of there being insufficient
assets to satisfy in full all such claims as aforesaid, the claims of the holders of the Class A Preference Shares with respect
to repayment of capital shall first be paid and satisfied and any assets remaining thereafter shall be applied towards the
payment and satisfaction of claims in respect of dividends. The Class A Preference Shares of any series may also be given
such other preferences not inconsistent with clauses 1 and 5 hereof over such Junior Shares as may be determined in
the case of such series of Class A Preference Shares.

3. Voting Rights. Except as hereinafter referred to or as required by law or in accordance with any voting rights which

may from time to time be attached to any series of Class A Preference Shares, the holders of the Class A Preference
Shares as a class shall not be entitled as such to receive notice of, to attend or to vote at any meeting of the shareholders
of the Corporation.

4. Amendment. The rights, privileges, restrictions and conditions attached to the Class A Preference Shares as a class

may be added to, changed or removed by Articles of Amendment, but only with the prior approval of the holders of the
Class A Preference Shares given as hereinafter specified in addition to any vote or authorization required by law.

5. Approval of Holders of Class A Preference Shares.
5.1. The approval of the holders of the Class A Preference Shares with respect to any and all matters referred to

herein or any other matter requiring the consent of the holders of the Class A Preference Shares may be given in such
manner as may then be required by law, subject to a minimum requirement that such approval be given by resolution
signed by all the holders of outstanding Class A Preference Shares or passed by the affirmative vote of at least 2/3 of the
votes cast by the holders of Class A Preference Shares who voted in respect of that resolution at a meeting of the holders
of the Class A Preference Shares duly called for that purpose.

5.2. The formalities to be observed in respect of the giving of notice of any such meeting or any adjourned meeting

and the conduct thereof shall be those from time to time prescribed by the by-laws of the Corporation with respect to
meetings of shareholders or, if not so prescribed, as required by the Act. On every poll taken at a meeting of holders of
Class A Preference Shares as a class, or at a joint meeting of the holders of two or more series of Class A Preference
Shares, each holder of Class A Preference Shares entitled to vote thereat shall have one vote in respect of each $1.00 of
the issue price of each Class A Preference Share held by him.

CLASS B PREFERENCE SHARES
The Class B Preference Shares shall, as a class, have attached thereto the following rights, privileges, restrictions and

conditions:

1. Directors' Rights to Issue in One or More Series. The Class B Preference Shares may at any time or from time to

time be issued in one or more series. Before any shares of a particular series are issued, the directors shall fix the number
of shares that will form such series and shall, subject to the limitations set out herein, by resolution determine the
designation, rights, privileges, restrictions and conditions to be attached to the Class B Preference Shares of such series,
including, but without in any way limiting or restricting the generality of the foregoing, the rate, amount and method of
calculation of dividends thereon, the time and place of payment of dividends, the consideration and the terms and con-
ditions of any purchase for cancellation, retraction or redemption thereof, conversion rights (if any), voting rights attached
thereto (if any) and the terms and conditions of any share purchase plan or sinking fund, the whole subject to the filing
with the Director (as defined in the Business Corporations Act, 1982 (the "Act")) of Articles of Amendment containing
a description of such series including the designation, rights, privileges, restrictions and conditions determined by the
directors.

131236

U X E M B O U R G

2. Rank.
2.1. The Class B Preference Shares of each series shall rank equally with the Class B Preference Shares of every other

series with respect to priority in the payment of dividends and return of capital. The Class B Preference Shares shall rank
senior to the Class C Preference Shares, Common Shares and any other shares of the Corporation ranking junior ("Junior
Shares") to the Class B Preference Shares with respect to priority in the payment of dividends, repayment of capital and
distribution of assets in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or
involuntary, or any other distribution of assets of the Corporation among its shareholders for the purposes of winding
up its affairs (any such distribution of assets being referred to herein as a "Distribution of Assets").

2.2. If any cumulative dividends or amounts payable on a return of capital are not paid in full on all the Class B Preference

Shares, the Class B Preference Shares of all series shall participate rateably in respect of such dividends, including accu-
mulations, if any, in accordance with the sums that would be payable on such shares if all such dividends were declared
and paid in full, and in respect of any repayment of capital in accordance with the sums that would be payable on such
repayment of capital if all sums so payable were paid in full; provided, however, that in the event of there being insufficient
assets to satisfy in full all such claims as aforesaid, the claims of the holders of the Class B Preference Shares with respect
to repayment of capital shall first be paid and satisfied and any assets remaining thereafter shall be applied towards the
payment and satisfaction of claims in respect of dividends. The Class B Preference Shares of any series may also be given
such other preferences not inconsistent with clauses 1 and 5 hereof over such Junior Shares as may be determined in
the case of such series of Class B Preference Shares.

3. Voting Rights. Except as hereinafter referred to or as required by law or in accordance with any voting rights which

may from time to time be attached to any series of Class B Preference Shares, the holders of the Class B Preference
Shares as a class shall not be entitled as such to receive notice of, to attend or to vote at any meeting of the shareholders
of the Corporation.

4. Amendment. The rights, privileges, restrictions and conditions attached to the Class B Preference Shares as a class

may be added to, changed or removed by Articles of Amendment, but only with the prior approval of the holders of the
Class B Preference Shares given as hereinafter specified in addition to any vote or authorization required by law.

5. Approval of Holders of Class B Preference Shares.
5.1. The approval of the holders of the Class B Preference Shares with respect to any and all matters referred to herein

or any other matter requiring the consent of the holders of the Class B Preference Shares may be given in such manner
as may then be required by law, subject to a minimum requirement that such approval be given by resolution signed by
all the holders of outstanding Class B Preference Shares or passed by the affirmative vote of at least 2/3 of the votes cast
by the holders of Class B Preference Shares who voted in respect of that resolution at a meeting of the holders of the
Class B Preference Shares duly called for that purpose.

5.2. The formalities to be observed in respect of the giving of notice of any such meeting or any adjourned meeting

and the conduct thereof shall be those from time to time prescribed by the by-laws of the Corporation with respect to
meetings of shareholders or, if not so prescribed, as required by the Act. On every poll taken at a meeting of holders of
Class B Preference Shares as a class, or at a joint meeting of the holders of two or more series of Class B Preference
Shares, each holder of Class B Preference Shares entitled to vote thereat shall have one vote in respect of each $1.00 of
the issue price of each Class B Preference Share held by him.

CLASS C PREFERENCE SHARES
The Class C Preference Shares shall, as a class, have attached thereto the following rights, privileges, restrictions and

conditions:

1. Directors' Rights to Issue in One or More Series. The Class C Preference Shares may at any time or from time to

time be issued in one or more series. Before any shares of a particular series are issued, the directors shall fix the number
of shares that will form such series and shall, subject to the limitations set out herein, by resolution determine the
designation, rights, privileges, restrictions and conditions to be attached to the Class C Preference Shares of such series,
including, but without in any way limiting or restricting the generality of the foregoing, the rate, amount and method of
calculation of dividends thereon, the time and place of payment of dividends, the consideration and the terms and con-
ditions of any purchase for cancellation, retraction or redemption thereof, conversion rights (if any), voting rights attached
thereto (if any) and the terms and conditions of any share purchase plan or sinking fund, the whole subject to the filing
with the Director (as defined in the Business Corporations Act, 1982 (the "Act")) of Articles of Amendment containing
a description of such series including the designation, rights, privileges, restrictions and conditions determined by the
directors.

2. Rank.
2.1. The Class C Preference Shares of each series shall rank equally with the Class C Preference Shares of every other

series with respect to priority in the payment of dividends and return of capital. The Class C Preference Shares shall rank
senior to the Common Shares and any other shares of the Corporation ranking junior ("Junior Shares") to the Class C
Preference Shares with respect to priority in the payment of dividends, repayment of capital and distribution of assets in
the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other

131237

U X E M B O U R G

distribution of assets of the Corporation among its shareholders for the purposes of winding up its affairs (any such
distribution of assets being referred to herein as a "Distribution of Assets").

2.2. If any cumulative dividends or amounts payable on a return of capital are not paid in full on all the Class C Preference

Shares, the Class C Preference Shares of all series shall participate rateably in respect of such dividends, including accu-
mulations, if any, in accordance with the sums that would be payable on such shares if all such dividends were declared
and paid in full, and in respect of any repayment of capital in accordance with the sums that would be payable on such
repayment of capital if all sums so payable were paid in full; provided, however, that in the event of there being insufficient
assets to satisfy in full all such claims as aforesaid, the claims of the holders of the Class C Preference Shares with respect
to repayment of capital shall first be paid and satisfied and any assets remaining thereafter shall be applied towards the
payment and satisfaction of claims in respect of dividends. The Class C Preference Shares of any series may also be given
such other preferences not inconsistent with clauses 1 and 5 hereof over such Junior Shares as may be determined in
the case of such series of Class C Preference Shares.

3. Voting Rights. Except as hereinafter referred to or as required by law or in accordance with any voting rights which

may from time to time be attached to any series of Class C Preference Shares, the holders of the Class C Preference
Shares as a class shall not be entitled as such to receive notice of, to attend or to vote at any meeting of the shareholders
of the Corporation.

4. Amendment. The rights, privileges, restrictions and conditions attached to the Class C Preference Shares as a class

may be added to, changed or removed by Articles of Amendment, but only with the prior approval of the holders of the
Class C Preference Shares given as hereinafter specified in addition to any vote or authorization required by law.

5. Approval of Holders of Class C Preference Shares.

5.1. The approval of the holders of the Class C Preference Shares with respect to any and all matters referred to

herein or any other matter requiring the consent of the holders of the Class C Preference Shares may be given in such
manner as may then be required by law, subject to a minimum requirement that such approval be given by resolution
signed by all the holders of outstanding Class C Preference Shares or passed by the affirmative vote of at least 2/3 of the
votes cast by the holders of Class C Preference Shares who voted in respect of that resolution at a meeting of the holders
of the Class C Preference Shares duly called for that purpose.

5.2. The formalities to be observed in respect of the giving of notice of any such meeting or any adjourned meeting

and the conduct thereof shall be those from time to time prescribed by the by-laws of the Corporation with respect to
meetings of shareholders or, if not so prescribed, as required by the Act. On every poll taken at a meeting of holders of
Class C Preference Shares as a class, or at a joint meeting of the holders of two or more series of Class C Preference
Shares, each holder of Class C Preference Shares entitled to vote thereat shall have one vote in respect of each $1.00 of
the issue price of each Class C Preference Share held by him.

COMMON SHARES

The Common Shares shall, as a class, have attached thereto the following rights, privileges, restrictions and conditions:

1. Voting. The holders thereof are entitled to one vote for each share held on all matters voted on by shareholders

except matters on which only the holders of another specified class or series of shares are entitled to vote.

2. Dividends.

2.1 Subject to the rights, privileges, restrictions and conditions attaching to shares of any class of the Corporation

ranking prior to the Common Shares, the holders thereof are entitled to receive such dividends payable in money,
property, or by the issue of fully paid shares of the Corporation, as may be declared by the board of directors and to
receive the remaining property of the Corporation upon the liquidation, dissolution or winding up thereof.

2.2 The directors of the Corporation may determine at any time and from time to time, with respect to all or a portion

of any dividend on the Common Shares of the Corporation that such dividend shall be payable in money or, in the case
of electing holders whose addresses on the books of the Corporation are in Canada, and in jurisdictions specified by the
directors outside of Canada, by the issue of fully paid Common Shares of the Corporation having a value, as determined
by the directors, that is substantially equivalent, as of a date or period of days determined by the directors, to the cash
amount of such dividend, provided that the directors may (but need not) value the Common Shares to be issued in
payment of the dividend at a discount from or premium to the relevant market value thereof up to 5%, in either case.

2.3 With respect to fractional shares that may result from any stock dividend the Corporation shall issue to an agent

for shareholders appointed by the Corporation a number of whole shares representing in the aggregate the fractional
shares of all electing shareholders unless the directors of the Corporation otherwise determine, for instance by the
payment of cash in lieu of fraction of share interests that may result from any such stock dividend. In any event, no
certificates representing fraction of share interests will be issued by the Corporation.

131238

U X E M B O U R G

5. The amendment has been duly authorized as required
by Sections 167 and 169 (as applicable) of the Business
Corporations Act.

La modification a été dûment autorisée conformément
a l'article 167 et, s'il y a lieu, à l'article 169 de la Loi sur
les compagnies.

6. The resolution authorizing the amendment was approved

by the shareholders/ was applicable) of the corporation on

Les actionnaires ou les administrateurs (le cas
échéant) de la compagnie ont approuvé la résolution
autorisant la modification

18/05/90

These articles are signed in duplicate.

Les présents statuts sont signés en double exemplaire

BROOKFIELD DEVELOPMENT CORPORATION / CORPORATION DE DEVELOPPEMENT BROOKFIELD
Signature
Director

ARTICLES OF AMENDMENT

STATUTS DE MODIFICATION

Form 3 Business Corporations Act. 1982

Formule numéro 3 Loi de 1982 sur les compagies

1. The present name of the corporation is:

Dénomination sociale actuelle de la compagnie:

BROOKFIELD DEVELOPMENT CORPORATION

CORPORATION DE DEVELOPPEMENT
BROOKFIELD

2. The name of the corporation is changed to (if applicable):
Not Applicable

Nouvelle dénomination sociale de la compagnie
(s'il y a lieu):

3. Date of incorporation/amalgamation:

Date de la constitution ou de la fusion:

26/06/84

4. The articles of the corporation are amended as follows:

Les statuts de la compagnie sont modifiés de la façon
suivante:

The authorized share capital of the Corporation is hereby amended by designating the first series of the Class C

Preference Shares as the Class C Preference Shares - Series 1, fixing the number of Class C Shares - Series 1 at 1,200,000
and providing that in addition to the rights, privileges, restrictions and conditions attaching to the Class C Preference
Shares, the Class C Preference Shares - Series 1 will have attached thereto the rights, privileges, restrictions and conditions
set out in Schedule "A" attached hereto.

Schedule "A"

The first series of Class C Preference Shares of the Corporation shall consist of 1,200,000 Class C Preference Shares

which shall be designated as Class C Preference Shares - Series 1 (hereinafter referred to as the "Series 1 Shares") and
which, in addition to the rights, privileges, restrictions and conditions attached to the Class C Preference Shares as a
class, shall have attached thereto the following rights, privileges, restrictions and conditions:

1. Dividends.
1.1 Payment of Dividends
The holders of the Series 1 Shares shall be entitled to receive, and the Corporation shall pay thereon, as and when

declared by the board of directors of the Corporation, out of monies of the Corporation properly applicable to the
payment of dividends, cumulative preferential cash dividends as follows:

(i) an initial dividend (the "Initial Dividend") payable on the first Dividend Payment Date to occur after the date of issue

(the "Initial Dividend Payment Date") in the amount per Series 1 Share equal to the amount obtained when the Initial
Dividend Rate (as defined in clause 1.2) is multiplied by $25.00.

(ii) dividends payable semi-annually (the "Semi-Annual Dividends") on the first day of each of the months of April and

October in each year (the "Dividend Payment Dates") commencing on the Dividend Payment Date after the Initial Divi-
dend Payment Date, each such Semi-Annual Dividend to be in the amount per Series 1 Share equal to the amount obtained
when the applicable Semi-Annual Dividend Rate (as defined in clause 1.2) is multiplied by $25.00.

In any case where dividends are payable for a period (the "Dividend Payment Period") that ends on a date other than

the Initial Dividend Payment Date or a Dividend Payment Date, dividends shall be paid in the amount per Series 1 Share
obtained when

(i) $25.00 multiplied by seventy percent (70%) of the Prime Rate for the period of ninety days ending on the date

immediately preceding the end of such Dividend Payment Period is multiplied by

(ii) the result obtained when the number of days in such Dividend Payment Period is divided by 365.
Dividends shall accrue on a day-to-day basis.
1.2 Definitions
Where used in these share provisions, the following terms shall have the following meanings, respectively:
(a) "Bank" means Royal Bank of Canada.

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(b) "Daily Prime Rate" means, for any day, the Daily Prime Rate for the Bank on such date; provided that if, on such

day, there shall be no Daily Prime Rate for the Bank, the Daily Prime Rate for such day shall be 1.65% above the average
yields at weekly tender on 91 day Government of Canada Treasury Bills as reported by the Bank of Canada for such day.

and announced as the reference rate of interest used by the Bank on such day to determine the rates of interest on
Canadian dollar loans to customers in Canada and designated by the Bank as its prime rate.

(d) "Initial Dividend Rate" means the result obtained when
(i) seventy percent (70%) of the Prime Rate for the period from and including the date of the initial issue of the relevant

Series 1 Shares (the "Initial Issue Date") to and including the date immediately preceding the Initial Dividend Payment
Date, is multiplied by

(ii) the result obtained when the number of days in the period from and including the Initial Issue Date to but excluding

the Initial Dividend Payment Date is divided by 365.

(e) "Prime Rate" means, for any period, the arithmetic average (rounded upwards to the nearest one-one-hundredth

of one percent (0.01%)) of the Daily Prime Rates for each date during such period.

(f) "ranking as to capital" means ranking with respect to the distribution of assets in the event of a liquidation, dissolution

or winding up of the Corporation, whether voluntary or involuntary, or in the event of any other distribution of assets
of the Corporation among its shareholders for the purpose of winding up its affairs.

(g) "Semi-Annual Dividend Rate" means, in relation to any Dividend Payment Date, one-half of seventy percent (70%)

of the Prime Rate for the six calendar months ending on the day immediately preceding such Dividend Payment Date.

1.3 Method of Payment
Dividends (less any tax required to be withheld by the Corporation) on the Series 1 Shares shall be paid by cheque

payable in lawful money of Canada at par at any branch in Canada of the Corporation's bankers for the time being or by
any other reasonable means the Corporation deems desirable. The mailing of such cheque from the Corporation's re-
gistered office, or the principal office in Toronto of the registrar for the Series 1 Shares, or the payment by such other
reasonable means as the Corporation deems desirable, on or before the date on which such dividend is to be paid to a
holder of Series 1 Shares shall be deemed to be payment of the dividends represented thereby and payable on such date
unless the cheque is not paid upon presentation or payment by such other means is not received. Dividends which are
represented by a cheque which has not been presented to the Corporation's bankers for payment or that otherwise
remain unclaimed for a period of 6 years from the date on which they were declared to be payable shall be forfeited to
the Corporation.

1.4 Cumulative Payment of Dividends
If on any date on which dividends are to be paid the dividends accrued to such date are not paid in full on all of the

Series 1 Shares then outstanding, such dividends, or the unpaid part thereof, shall be paid on a subsequent date or dates
determined by the directors of the Corporation on which the Corporation shall have sufficient monies properly applicable
to the payment of such dividends. The holders of Series 1 Shares shall not be entitled to any dividends other than or in
excess of the cumulative preferential cash dividends herein provided for.

2. Redemption at Option of Holder. Subject to the provisions of this clause 2, if the board of directors passes a

resolution approving the issue of Common Shares of the Corporation in connection with a rights offering to be made to
shareholders or other investors in BCE Development Corporation or with any other form of public offering of the
common shares of the Corporation, a holder of Series 1 Shares shall be entitled to require the Corporation to redeem
all or any of the Series 1 Shares registered in the name of such holder by tendering to the Corporation at its registered
office the certificate or certificates representing the Series 1 Shares which such holder desires to have the Corporation
redeem, together with a written request specifying that such holder desires to have all or a specified number of the shares
represented by such certificate or certificates redeemed by the Corporation and an undertaking to utilize the redemption
proceeds to subscribe for Common Shares of the Corporation at the same price per share at which Common Shares
are offered for sale pursuant to such rights offering or other public offering. After receipt of the certificate or certificates
representing the Series 1 Shares which the holder desires the Corporation to redeem and a request for redemption as
specified above, the Corporation shall, on the redemption date selected by the Corporation (which shall be not later
than 30 days following such receipt), redeem the Series 1 Shares by paying to such holder for each share to be redeemed
an amount equal to $25.00 (the "Redemption Price") plus all dividends declared thereon and unpaid to the redemption
date, such aggregate amount being hereinafter in this clause referred to as the "Aggregate Redemption Price".

On the redemption date the Aggregate Redemption Price shall be paid by cheque payable at par at any branch in

Canada of the Corporation's bankers for the time being. The Series 1 Shares shall be redeemed on the redemption date
and from and after the redemption date the Series 1 Shares so redeemed shall cease to be entitled to dividends or any
other participation in the assets of the Corporation and the holder thereof shall not be entitled to exercise any of the
other rights of shareholders in respect thereof unless payment of the Aggregate Redmeption Price shall not be made on
the redemption date, in which event the rights of such holder shall remain unaffected.

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3. Restrictions on Dividends and Retirement of Shares. So long as any of the Series 1 Shares are outstanding, the

Corporation shall not, without the approval of the holders of the Series 1 Shares given as hereinafter specified:

(a) declare, pay or set apart for payment any dividends (other than stock dividends in shares of the Corporation ranking

as to capital and dividends junior to the Series 1 Shares) on shares ranking as to the dividends junior to the Series 1
Shares;

(b) call for redemption, redeem, purchase or otherwise pay off or retire for value any shares ranking as to capital

junior to the Series 1 Shares (except out of the net cash proceeds of a substantially concurrent issue of shares ranking
as to capital and dividends junior to the Series 1 Shares);

(d) except pursuant to any purchase obligation, sinking fund, retraction privilege or mandatory redemption provisions

attaching to any series of preferred shares from time to time issued, call for redemption, redeem, purchase or otherwise
pay off or retire for value any shares ranking as to capital on a parity with the Series 1 Shares,

unless, in each such case, all dividends then payable on the Series 1 Shares then outstanding and on all other shares of

the Corporation ranking as to dividends on a parity with the Series 1 Shares accrued up to and including the dividends
payable on the immediately preceding respective date or dates for the payment of dividends thereon shall have been
declared and paid or set apart for payment.

4. Voting Rights. The holders of the Series 1 Shares shall not be entitled, as such, to receive notice of or attend or

vote at any meeting of shareholders of the Corporation, except that they shall be entitled to notice of meetings of
shareholders called for the purpose of authorizing the dissolution of the Corporation or the sale of its undertaking or a
substantial part thereof and except that, if the Corporation shall have failed to pay four semi-annual dividends on the
Series 1 Shares, provided in clause 1 hereof, whether or not such dividends are consecutive, have been declared or there
are moneys of the Corporation property applicable to the payment of dividends, thereafter but only for so long as any
such dividends on the Series 1 Shares remain in arrears, the holders of the Series 1 Shares shall be entitled to receive
notice of all meetings and shall have one (1) vote for each Series 1 Share held. Following payment of all dividends on the
Series 1 Shares, the holders of the Series 1 Shares shall not be entitied, as such, to receive notice of or attend or vote at
any meeting of shareholders of the Corporation, except as required by law, until the Corporation has failed to pay a
further four semi-annual dividends on the Series 1 Shares.

5. Liquidation, Dissolution or Winding Up. In the event of the liquidation, dissolution or winding up of the Corporation,

whether voluntary or involuntary, or in the event of any other distribution of assets of the Corporation among its
shareholders for the purpose of winding up its affairs, the holders of the Series 1 Shares shall be entitled to receive from
the assets of the Corporation a sum equal to $25.00 per Series 1 Shares held by them respectively, plus an amount equal
to all accrued and unpaid dividends thereon up to the date of payment which, for greater certainty, shall include dividends
calculated in accordance with clause 1.1 during the period from and including the immediately preceding Dividend Payment
Date (which term shall, for the purposes of this clause, include the Initial Dividend Payment Date) to but excluding the
date of payment before any amount shall be paid to, or assets of the Corporation distributed amongst the holders of any
other shares of the Corporation ranking as to capital junior to the Series 1 Shares. After payment to the holders of the
Series 1 Shares of the amounts so payable to them, they shall not be entitled to share in any further distribution of the
assets of the Corporation.

6. Day Not a Business Day. If any date on which any dividend on the Series 1 Shares is payable by the Corporation,

or on or by which any other action is required to be taken by the Corporation hereunder, is not a Business Day, then
such dividend shall be payable, or such other action shall be required to be taken, on or by the next succeeding day that
is a Business Day.

For the purposes of these share provisions "Business Day" means a day other than a Saturday, a Sunday or any other

day that is treated as a statutory holiday in the jurisdiction in which the Corporation's registered office is located.

7. Amendment. The rights, privileges, restrictions and conditions attached to the Series 1 Shares may be added to,

changed or removed by Articles of Amendment but only with the prior approval of the holders of the Series 1 Shares
given as hereinafter specified in addition to any vote or authorization required by law.

8. Approval of Holders of Series 1 Class A Preference Shares. Any approval of the holders of the Series 1 Shares with

respect to any and all matters referred to herein or of any other matter requiring the consent of the holders of the Series
1 Shares may be given in such manner as may then be required by law, subject to a minimum requirement that such
approval be given by resolution signed by all the holders of outstanding Series 1 Shares or passed by the affirmative vote
of at least 66 2/3% of the votes cast by the holders of Series 1 Shares who voted in respect of that resolution at a meeting
of the holders of the Series 1 Shares duly called for that purpose. The quorum requirement for, the proxy rules applicable
to, the formalities to be observed in respect of the giving of notice of, and the formalities to be observed in respect of
the conduct of, any such meeting or any adjourned meeting shall be those from time to time prescribed by the by-laws
of the Corporation with respect to meetings of shareholders, or if not so prescribed, as required by the Business Cor-

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porations Act, 1982. On every poll taken at every meeting of holders of Series 1 Shares, each holder of Series 1 Shares
entitled to vote thereat shall have one vote in respect of each Series 1 Share held.

5. The amendment has been duly authorized as required
by Sections 167 and 169 (as applicable) of the Business
Corporations Act

La modification a été dûment autorisée conformément
à l'article 167 et, s'il y a lieu, à l'article 169 de la Loi sur
les compagnies.

6 The resolution authorizing the amendment was approved

by the directors (as applicable) of the corporation on

Les actionnaires ou les administrateurs (le cas
échéant) de la compagnie ont approuvé la résolution
autorisant la modification

18/05/90

These articles are signed in duplicate.

Les présents statuts sont signés en double exemplaire

BROOKFIELD DEVELOPMENT CORPORATION CORPORATION DE DEVELOPPEMENT BROOKFIELD
Signature
Director

ARTICLES OF AMENDMENT

STATUTS DE MODIFICATION

Form 3 Business Corporations Act. 1982

Formule numéro 3 Loi de 1982 sur les compagies

1. The present name of the corporation is:

Dénomination sociale actuelle de la compagnie:

BROOKFIELD DEVELOPMENT CORPORATION

CORPORATION DE DEVELOPPEMENT
BROOKFIELD

2. The name of the corporation is changed to (if applicable):
Not applicable

Nouvelle dénomination sociale de la compagnie (s'il y
a lieu):

3. Date of incorporation/amalgamation:

Date de la constitution ou de la fusion:

26/06/84

4. The articles of the corporation are amended as follows:

Les statuts de la compagnie sont modifiés de la façon
suivante:

(i) To delete entirely all the rights, privileges, restrictions and conditions attaching to the Class C Preference Shares -

Series 1;

(ii) To add to the Articles the rights, privileges, restrictions and conditions attaching to the Class C Preference Shares

- Series 1 set out in Schedule "A" attached hereto.

(d) "Initial Dividend Rate" means the result obtained when
(i) seventy percent (70%) of the Prime Rate for the period from and including the date of the initial issue of the relevant

Series 1 Shares (the "Initial Issue Date") to and including the date immediately preceding the Initial Dividend Payment
Date,

is multiplied by
(ii) the result obtained when the number of days in the period from and including the Initial Issue Date to but excluding

the Initial Dividend Payment Date is divided by 365.

(e) "Prime Rate" means, for any period, the arithmetic average (rounded upwards to the nearest one-one-hundredth

of one percent (0.01%)) of the Daily Prime Rates for each date during such period.

(f) "ranking as to capital" means ranking with respect to the distribution of assets in the event of a liquidation, dissolution

(g) "Semi-Annual Dividend Rate" means, in relation to any Dividend Payment Date, one-half of seventy percent (70%)

of the Prime Rate for the six calendar months ending on the day immediately preceding such Dividend Payment Date.

1.3 Method of Payment
Dividends (less any tax required to be withheld by the Corporation) on the Series 1 Shares shall be paid by cheque

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U X E M B O U R G

remain unclaimed for a period of 6 years from the date on which they were declared to be payable shall be forfeited to
the Corporation.

1.4 Cumulative Payment of Dividends
If on any date on which dividends are to be paid the dividends accrued to such date are not paid in full on all of the

Schedule "A"

The first series of Class C Preference Shares of the Corporation shall consist of 1,200,000 Class C Preference Shares

1. Dividends.
1.1 Payment of Dividends
The holders of the Series 1 Shares shall be entitled to receive, and the Corporation shall pay thereon, as and when

declared by the board of directors of the Corporation, out of monies of the Corporation properly applicable to the
payment of dividends, cumulative preferential cash dividends as follows:

(i) an initial dividend (the "Initial Dividend") payable on the first Dividend Payment Date to occur after the date of issue

(the "Initial Dividend Payment Date") in the amount per Series 1 Share equal to the amount obtained when the Initial
Dividend Rate (as defined in clause 1.2) is multiplied by $25.00.

(ii) dividends payable semi-annually (the "Semi-Annual Dividends") on the second day of each of the months of April

and October in each year (the "Dividend Payment Dates") commencing on the Dividend Payment Date after the Initial
Dividend Payment Date, each such Semi-Annual Dividend to be in the amount per Series 1 Share equal to the amount
obtained when the applicable Semi-Annual Dividend Rate (as defined in clause 1.2) is multiplied by $25.00.

In any case where dividends are payable for a period (the "Dividend Payment Period") that ends on a date other than

the Initial Dividend Payment Date or a Dividend Payment Date, dividends shall be paid in the amount per Series 1 Share
obtained when

(i) $25.00 multiplied by seventy percent (70%) of the Prime Rate for the period of ninety days ending on the date

immediately preceding the end of such Dividend Payment Period

is multiplied by
(ii) the result obtained when the number of days in such Dividend Payment Period is divided by 365.
Dividends shall accrue on a day-to-day basis.
1.2 Definitions
Where used in these share provisions, the following terms shall have the following meanings,
respectively:
(a) "Bank" means Royal Bank of Canada.
(b) "Daily Prime Rate" means, for any day, the Daily Prime Rate for the Bank on such date; provided that if, on such

2. Redemption at Option of Holder
Subject to the provisions of this clause, upon the first to occur of:
(a) the board of directors passing a resolution approving the issue of Common Shares of the Corporation in connection

with a rights offering to be made to shareholders or other investors in BCE Development Corporation or with any other
form of public offering of the Common Shares of the Corporation; and

(b) the expiry of a period five years and one day from the date of issue of all or any of the Series 1 Shares,
a holder of Series 1 Shares shall be entitled to require the Corporation to redeem at any time thereafter all or any of

the Series 1 Shares registered in the name of such holder by tendering to the Corporation at its registered office the
certificate or certificates representing the Series 1 Shares which such holder desires to have the Corporation redeem,
together with a written request specifying that such holder desires to have all or a specified number of the shares
represented by such certificate or certificates redeemed by the Corporation, and an undertaking, in the case of redemp-
tion in the circumstances of paragraph (a) above, to utilize the redemption proceeds, to subscribe for Common Shares
of the Corporation. After receipt of the certificate or certificates representing the Series 1 Shares which the holder
desires the Corporation to redeem and a request for redemption as specified above, the Corporation shall, on the
redemption date selected by the Corporation (which shall be not later than 30 days following such receipt), redeem the
Series 1 Shares by paying to such holder for each share to be redeemed an amount equal to $25.00 (the "Redemption

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U X E M B O U R G

Price") plus all dividends declared thereon and unpaid to the redemption date, such aggregate amount being hereinafter
in this clause referred to as the "Aggregate Redemption Price".

On the redemption date the Aggregate Redemption Price shall be paid by cheque payable at par at any branch in

Canada of the Corporation's bankers for the time being. The Series 1 Shares shall be redeemed on the redemption date
and from and after the redemption date of Series 1 Shares so redeemed shall cease to be entitled to dividends or any
other participation in the assets of the Corporation and the holder thereof shall not be entitled to exercise any of the
other rights of shareholders in respect thereof unless payment of the Aggregate Redemption Price shall not be made on
the redemption date, in which event the rights of such holder shall remain unaffected.

3. Redemption at Option of Corporation
Subject to the provisions of this clause, the Corporation may, upon giving notice as hereinafter provided, redeem one

business day after a period of five years has elapsed from the date of issue the whole or any part of the outstanding Series
1 Shares on payment for each share to be redeemed of an amount equal to the Redemption Price plus all dividends
declared thereon and unpaid to the redemption date, such aggregate amount being hereinafter in this clause referred to
as the "Aggregate Redemption Price".

In case only a part of the Series 1 Shares is at any time to be redeemed, the shares so to be redeemed may be selected

in such manner as the board of directors of the Corporation in its sole discretion shall by resolution determine and, failing
such determination, redemption may be effected on a pro rata basis disregarding fractions. If only a part of the Series 1
Shares represented by any certificate shall be redeemed, a new certificate representing the balance of such shares shall
be issued to the holder thereof at the expense of the Corporation upon presentation and surrender of the first mentioned
certificate.

In any case of redemption of Series 1 Shares, the Corporation shall, at least 30 days before the date specified for

redemption, give to each person who at the date of the notice hereinafter referred to is a registered holder of Series 1
Shares to be redeemed a notice in writing of the intention of the Corporation to redeem such Series 1 Shares, such
notice to be given. Such notice shall set out the number of Series 1 Shares held by the person to whom it is addressed
which are to be redeemed, the Redemption Price and the date on which redemption is to take place. On or after the
date so specified for redemption, the Corporation shall pay or cause to be paid to or to the order of the registered
holders of the Series 1 Shares to be redeemed the Aggregate Redemption Price of such shares on presentation and
surrender, at the registered office of the Corporation or at any other place of places within Canada specified in such
notice of redemption, of the certificate or certificates representing the Series 1 Shares so called for redemption. Such
payment shall be made by cheque payable at any branch of the Corporation's bankers for the time being in Canada. From
and after the date specified for redemption in any such notice, the Series 1 Shares called for redemption shall cease to
be entitled to dividends or any other participation in the assets of the Corporation and the holders thereof shall not be
entitled to exercise any of the other rights of shareholders in respect thereof unless payment of the Aggregate Redemption
Price shall not be made upon presentation and surrender of the certificates in accordance with the foregoing provisions,
in which case the rights of such holders shall remain unaffected. The Corporation shall have the right at any time after
giving notice of its intention to redeem Series 1 Shares to deposit the Aggregate Redemption Price of the Series 1 Shares
so called for redemption, or of those Series 1 Shares represented by certificates which have not at the date of such
deposit been surrendered by the holders thereof in connection with such redemption, to a special account at any char-
tered bank or any trust company in Canada named in such notice, to be paid without interest to or to the order of the
respective holders of Series 1 Shares called for redemption upon presentation and surrender to such bank or trust
company of certificates representing such shares. Upon such deposit being made or upon the date specified for redemption
in such notice, whichever is the later, the Series 1 Shares in respect of which such deposit shall have been made shall be
deemed to be redeemed and the rights of the holders thereof shall be limited to receiving without interest their pro-
portionate part of the amount so deposited upon presentation and surrender of the certificates held by them respectively.
Any interest allowed on any such deposit shall belong to the Corporation.

4. Notices. Any notice, cheque, notice of redemption or other communication from the Corporation herein provided

for shall be either sent to the holders of the Series 1 Shares by first class mail, postage prepaid, or delivered by hand to
such holders, at their respective addresses appearing on the securities register of the Corporation or, in the event of the
address of any such holder not so appearing, then at the last address known to the Corporation of such holder. Accidental
failure to give any such notice, notice of redemption or other communication to one or more holders of Series 1 Shares
shall not affect the validity thereof, but, upon such failure being discovered, a copy of the notice, notice of redemption
or other communication, as the case may be, shall be sent or delivered forthwith to such holder or holders. Unless
otherwise provided herein, any notice, request, certificate or other communication from a holder of Series 1 Shares
herein provided for shall be either sent to the Corporation by first class mail, postage prepaid, or delivered by hand to
the Corporation at its registered office.

5. Restrictions on Dividends and Retirement of Shares. So long as any of the Series 1 Shares are outstanding, the

Corporation shall not, without the approval of the holders of the Series 1 Shares given as hereinafter specified:

(a) declare, pay or set apart for payment any dividends (other than stock dividends in shares of the Corporation ranking

as to capital and dividends junior to the Series 1 Shares) on shares ranking as to the dividends junior to the Series 1
Shares;

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U X E M B O U R G

(b) call for redemption, redeem, purchase or otherwise pay off or retire for value any shares ranking as to capital

junior to the Series 1 Shares (except out of the net cash proceeds of a substantially concurrent issue of shares ranking
as to capital and dividends junior to the Series 1 Shares);

(d) except pursuant to any purchase obligation, sinking fund, retraction privilege or mandatory redemption provisions

unless, in each such case, all dividends then payable on the Series 1 Shares then outstanding and on all other shares of

6. Voting Rights. The holders of the Series 1 Shares shall not be entitled, as such, to receive notice of or attend or

vote at any meeting of shareholders of the Corporation, except that they shall be entitled to notice of meetings of
shareholders called for the purpose of authorizing the dissolution of the Corporation or the sale of its undertaking or a
substantial part thereof and except that, if the Corporation shall have failed to pay four semi-annual dividends on the
Series 1 Shares, provided in clause 1 hereof, whether or not such dividends are consecutive, have been declared or there
are moneys of the Corporation properly applicable to the payment of dividends, thereafter but only for so long as any
such dividends on the Series 1 Shares remain in arrears, the holders of the Series 1 Shares shall be entitled to receive
notice of all meetings and shall have one (1) vote for each Series 1 Share held. Following payment of all dividends on the
Series 1 Shares, the holders of the Series 1 Shares shall not be entitled, as such, to receive notice of or attend or vote at
any meeting of shareholders of the Corporation, except as required by law, until the Corporation has failed to pay a
further four semi-annual dividends on the Series 1 Shares.

7. Liquidation, Dissolution or Winding Up. In the event of the liquidation, dissolution or winding up of the Corporation,

8. Day Not a Business Day. If any date on which any dividend on the Series 1 Shares is payable by the Corporation,

For the purposes of these share provisions "Business Day" means a day other than a Saturday, a Sunday or any other

day that is treated as a statutory holiday in the jurisdiction in which the Corporation's registered office is located.

9. Amendment. The rights, privileges, restrictions and conditions attached to the Series 1 Shares may be added to,

10. Approval of Holders of Series 1 Shares. Any approval of the holders of the Series 1 Shares with respect to any and

all matters referred to herein or of any other matter requiring the consent of the holders of the Series 1 Shares may be
given in such manner as may then be required by law, subject to a minimum requirement that such approval be given by
resolution signed by all the holders of outstanding Series 1 Shares or passed by the affirmative vote of at least 66 2/3%
of the votes cast by the holders of Series 1 Shares who voted in respect of that resolution at a meeting of the holders of
the Series 1 Shares duly called for that purpose. The quorum requirement for, the proxy rules applicable to, the formalities
to be observed in respect of the giving of notice of, and the formalities to be observed in respect of the conduct of, any
such meeting or any adjourned meeting shall be those from time to time prescribed by the by-laws of the Corporation
with respect to meetings of shareholders, or if not so prescribed, as required by the Business Corporations Act, 1982.
On every poll taken at every meeting of holders of Series 1 Shares, each holder of Series 1 Shares entitled to vote thereat
shall have one vote in respect of each Series 1 Share held.

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U X E M B O U R G

5. The amendment has been duly authorized as required
by Sections 167 and 169 (as applicable) of the Business
Corporations Act.

La modification a été dûment autorisée conformément
à l'article 167 et, s'il y a lieu, à l'article 169 de la Loi sur
les compagnies.

6. The resolution authorizing the amendment was approved

by the shareholders (as applicable) of the corporation on

Les actionnaires ou les administrateurs (le cas
échéant) de la compagnie ont approuvé la résolution
autorisant la modification

13/06/90

These articles are signed in duplicate.

Les présents statuts sont signés en double exemplaire.

BROOKFIELD DEVELOPMENT CORPORATION CORPORATION DE DEVELOPPEMENT BROOKFIELD
Signature
Director

ARTICLES OF AMENDMENT

STATUTS DE MODIFICATION

Form 3 Business Corporations Act. 1982

Formule numéro 3 Loi de 1982 sur les compagies

1. The present name of the corporation is:

Dénomination sociale actuelle de la compagnie:

BROOKFIELD DEVELOPMENT CORPORATION

CORPORATION DE DEVELOPPEMENT
BROOKFIELD

2. The name of the corporation is changed to (if applicable):
not applicable

Nouvelle denomination sociale de la compagnie
(s'il y a lieu):

3. Date of incorporation/amalgamation:

Date de la constitution ou de la fusion:

26/06/84

4. The articles of the corporation are amended as follows:

Les statuts de la compagnie sont modifiés de la façon
suivante:

(i) To add to the Articles Class D Preference Shares containing the rights, privileges, restrictions and conditions as set

out in schedule "A" attached hereto; and

(ii) To designate the first series of the Class D Preference shares as the Class D Preference Shares, series 1 at 4,300,000

providing that that in addition to the rights, privileges, restrictions and conditions attaching to the Class D Preference
Shares, the Class D Preference Shares, Series 1 will have attached thereto the rights, privileges, restrictions and conditions
set out in schedule "B" attached hereto.

Schedule "A"

CLASS D PREFERENCE SHARES
The Class D Preference Shares shall, as a class, have attached thereto the following rights, privileges, restrictions and

conditions:

1. Directors' Rights to Issue in One or More Series. The Class D Preference Shares may at any time or from time to

time be issued in one or more series. Before any shares of a particular series are issued, the directors shall fix the number
of shares that will form such series and shall, subject to the limitations set out herein, by resolution determine the
designation, rights, privileges, restrictions and conditions to be attached to the Class D Preference Shares of such series,
including, but without in any way limiting or restricting the generality of the foregoing, the rate, amount and method of
calculation of dividends thereon, the time and place of payment of dividends, the consideration and the terms and con-
ditions of any purchase for cancellation, retraction or redemption thereof, conversion rights (if any), voting rights attached
thereto (if any) and the terms and conditions of any share purchase plan or sinking fund, the whole subject to the filing
with the Director (as defined in the Business Corporations Act, 1982 (the "Act")) of Articles of Amendment containing
a description of such series including the designation, rights, privileges, restrictions and conditions determined by the
directors.

2. Rank.
2.1. The Class D Preference Shares of each series shall rank equally with the Class D Preference Shares of every other

series with respect to priority in the payment of dividends and return of capital. The Class D Preference Shares shall rank
junior to the Class A Preference Shares, the Class B Preference Shares, the Class C Preference Shares, and any other
shares of the Corporation ranking senior to the Class D Preference Shares with respect to priority in the payment of
dividends, repayment of capital and distribution of assets in the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, or any other distribution of assets of the Corporation among its share-
holders for the purposes of winding up its affairs (any such distribution of assets being referred to herein as a "Distribution
of Assets").

2.2. If any cumulative dividends or amounts payable on a return of capital are not paid in full on all the Class D Preference

Shares, the Class D Preference Shares of all series shall participate rateably in respect of such dividends, including accu-
mulations, if any, in accordance with the sums that would be payable on such shares if all such dividends were declared
and paid in full, and in respect of any repayment of capital in accordance with the sums that would be payable on such

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repayment of capital if all sums so payable were paid in full; provided, however, that in the event of there being insufficient
assets to satisfy in full all such claims as aforesaid, the claims of the holders of the Class D Preference Shares with respect
to repayment of capital shall first be paid and satisfied and any assets remaining thereafter shall be applied towards the
payment and satisfaction of claims in respect of dividends. The Class D Preference Shares of any series may also be given
such other preferences not inconsistent with clauses 1 and 5 hereof over the Common Shares and any shares of any
other class ranking junior to the Class D Preference Shares.

3. Voting Rights. Except as hereinafter referred to or as required by law or in accordance with any voting rights which

may from time to time be attached to any series of Class D Preference Shares, the holders of the Class D Preference
Shares as a class shall not be entitled as such to receive notice of, to attend or to vote at any meeting of the shareholders
of the Corporation.

4. Amendment. The rights, privileges, restrictions and conditions attached to the Class D Preference Shares as a class

may be added to, changed or removed by Articles of Amendment, but only with the prior approval of the holders of the
Class D Preference Shares given as hereinafter specified in addition to any vote or authorization required by law.

5. Approval of Holders of Class D Preference Shares.
5.1. The approval of the holders of the Class D Preference Shares with respect to any and all matters referred to

herein or any other matter requiring the consent of the holders of the Class D Preference Shares may be given in such
manner as may then be required by law, subject to a minimum requirement that such approval be given by resolution
signed by all the holders of outstanding Class D Preference Shares or passed by the affirmative vote of at least 2/3 of the
votes cast by the holders of Class D Preference Shares who voted in respect of that resolution at a meeting of the holders
of the Class D Preference Shares duly called for that purpose.

5.2. The formalities to be observed in respect of the giving of notice of any such meeting or any adjourned meeting

and the conduct thereof shall be those from time to time prescribed by the by-laws of the Corporation with respect to
meetings of shareholders or, if not so prescribed, as required by the Act. On every poll taken at a meeting of holders of
Class D Preference Shares as a class, or at a joint meeting of the holders of two or more series of Class D Preference
Shares, each holder of Class D Preference Shares entitled to vote thereat shall have one vote in respect of each $1.00
of the issue price of each Class D Preference Share held by him.

Schedule "B"

The first series of Class D Preference Shares of the Corporation shall consist of 4,300,000 Class D Preference Shares

which shall be designated as Class D Preference Shares - Series 1 (hereinafter referred to as the "Series 1 Shares") and
which, in addition to the rights, privileges, restrictions and conditions attached to the Class D Preference Shares as a
class, shall have attached thereto the following rights, privileges, restrictions and conditions:

1. Dividends.
1.1 Payment of Dividends
The holders of the Series 1 Shares shall be entitled to receive, and the Corporation shall pay thereon, as and when

declared by the board of directors of the Corporation, out of monies of the Corporation properly applicable to the
payment of dividends, cumulative preferential cash dividends as follows:

(i) an initial dividend (the "Initial Dividend") payable on the first Dividend Payment Date to occur after the date of issue

(the "Initial Dividend Payment Date") in the amount per Series 1 Share equal to the amount obtained when the Initial
Dividend Rate (as defined in clause 1.2) is multiplied by $25.00.

(ii) dividends payable quarterly (the "Quarterly Dividends") on the first day of each of the months of January, April,

July and October in each year (the "Dividend Payment Dates") commencing on the Dividend Payment Date after the
Initial Dividend Payment Date, each such Quarterly Dividend to be in the amount per Series 1 Share equal to the amount
obtained when the applicable Quarterly Dividend Rate (as defined in clause 1.2) is multiplied by $25.00.

In any case where dividends are payable for a period (the "Dividend Payment Period") that ends on a date other than

the Initial Dividend Payment Date or a Dividend Payment Date, dividends shall be paid in the amount per Series 1 Share
obtained when

(i) $25.00 multiplied by seventy percent (70%) of the Prime Rate for the period of ninety days ending on the date

immediately preceding the end of such Dividend Payment Period

is multiplied by
(ii) the result obtained when the number of days in such Dividend Payment Period is divided by 365.
Dividends shall accrue on a day-to-day basis.
1.2 Definitions
Where used in these share provisions, the following terms shall have the following meanings, respectively:
(a) "Bank" means Royal Bank of Canada.

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(b) "Daily Prime Rate" means, for any day, the Daily Prime Rate for the Bank on such date; provided that if, on such

(d) "Initial Dividend Rate" means the result obtained when
(i) seventy percent (70%) of the Prime Rate for the period from and including the date of the initial issue of the relevant

Series 1 Shares (the "Initial Issue Date") to and including the date immediately preceding the Initial Dividend Payment
Date,

is multiplied by
(ii) the result obtained when the number of days in the period from and including the Initial Issue Date to but excluding

the Initial Dividend Payment Date is divided by 365.

(e) "Prime Rate" means, for any period, the arithmetic average (rounded upwards to the nearest one-one-hundredth

of one percent (0.01%)) of the Daily Prime Rates for each date during such period.

(f) "ranking as to capital" means ranking with respect to the distribution of assets in the event of a liquidation, dissolution

(g) "Quarterly Dividend Rate" means, in relation to any Dividend Payment Date, one-quarter of seventy percent (70%)

of the Prime Rate for the three calendar months ending on the day immediately preceding such Dividend Payment Date.

1.3 Method of Payment
Dividends (less any tax required to be withheld by the Corporation) on the Series 1 Shares shall be paid by cheque

1.4 Cumulative Payment of Dividends
If on any date on which dividends are to be paid the dividends accrued to such date are not paid in full on all of the

2. Redemption at Option of Corporation. Subject to the provisions of this clause, the Corporation may, upon giving

notice as hereinafter provided, redeem at any time or from time to time any part of the outstanding Series 1 Shares on
payment for each share to be redeemed of an amount equal to $25.00 (the "Redemption Price") plus all dividends accrued
thereon and unpaid to the redemption date, such aggregate amount being hereinafter in this clause referred to as the
"Aggregate Redemption Price".

In case only a part of the Series 1 Shares is at any time to be redeemed, the shares so to be redeemed may be selected

In any case of redemption of Series 1 Shares, the Corporation shall, at least 30 days before the date specified for

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redemption shall cease to be entitled to dividends or any other participation in the assets of the Corporation and the
holders thereof shall not be entitled to exercise any of the other rights of shareholders in respect thereof unless payment
of the Aggregate Redemption Price shall not be made upon presentation and surrender of the certificates in accordance
with the foregoing provisions, in which case the rights of such holders shall remain unaffected. The Corporation shall
have the right at any time after giving notice of its intention to redeem Series 1 Shares to deposit the Aggregate Re-
demption Price of the Series 1 Shares so called for redemption, or of those Series 1 Shares represented by certificates
which have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption,
to a special account at any chartered bank or any trust company in Canada named in such notice, to be paid without
interest to or to the order of the respective holders of Series 1 Shares called for redemption upon presentation and
surrender to such bank or trust company of certificates representing such shares. Upon such deposit being made or upon
the date specified for redemption in such notice, whichever is the later, the Series 1 Shares in respect of which such
deposit shall have been made shall be deemed to be redeemed and the rights of the holders thereof shall be limited to
receiving without interest their proportionate part of the amount so deposited upon presentation and surrender of the
certificates held by them respectively. Any interest allowed on any such deposit shall belong to the Corporation.

3. Mandatory Redemption. Upon the occurrence of any of the following, the Corporation shall, at the request of the

holder, be required to redeem any or all of the outstanding Series 1 Shares in the manner set out in clause 2:

(i) the expiration of ten years from August 31, 1990; or
(ii) the failure of the Corporation to make payment in full of two consecutive dividends payable on the Series 1 Shares

outstanding on any Dividend Payment Date (whether or not declared); or

(iii) the Corporation makes an assignment for the benefit of creditors, or files a petition in bankruptcy, is adjudicated

insolvent or bankrupt, or petitions or applies to any court having jurisdiction for the appointment of a receiver, trustee,
liquidator or sequestrator of the Corporation, or of any substantial portion of the property of the Corporation; or

(iv) there shall be commenced against the Corporation any proceeding under any insolvency, reorganization, arran-

gement, adjustment, composition or liquidation or statute and an order approving the same shall be entered, and not
stayed or vacated within a period of sixty days after such entry, or such proceeding shall remain undischarged for a period
of sixty days after such entry; or

(v) a receiver, trustee, liquidator or sequestrator of the Corporation, or for any substantial portion of the property

of the Corporation, is appointed and such receiver, trustee, liquidator or sequestrator is not discharged within sixty days.