Anti-Bribery and Corruption Policy

Brookfield Properties - India

February 2024
INTRODUCTION

This Anti-Bribery and Corruption Policy (“the Policy”) applies to all directors, officers,
employees, vendors and temporary workers1 (collectively, “you”) of Brookfield Properties2
- India including affiliate/group companies, Brookfield India Real Estate Trust and all
entities owned and controlled by Brookfield India Real Estate Trust; “we”, “us”, “our” or the
“company”).

Brookfield Properties and its affiliates are committed to operating with the highest ethical
standards and this includes preventing bribery in our business activities. This Policy sets
forth key principles and standards, as well as key supporting policies and procedures, with
respect to addressing bribery risks in our business, which should guide your conduct.

This Policy should be read in conjunction with Code of Business Conduct and Ethics (“the
Code”), which serves as a guide for how you should conduct yourself as a member of the
Brookfield properties team and/or its vendor/consultant.

ZERO TOLERANCE APPROACH TO BRIBERY

Do not give or receive bribes, including “facilitation payments”.

We have, over many years, built a reputation for conducting business with honesty and
integrity. It is vital for us to maintain this reputation as it generates confidence in our business
by our customers, clients, investors, investees, and other persons – which ultimately means
it is good for business.

We do not pay bribes in furtherance of our business and expect that you will not do so on our
behalf. We have a zero-tolerance approach towards bribery. This commitment comes
from the highest levels of management and you must meet this standard.

A bribe is anything of value that is offered, promised, given, or received to improperly

influence a decision or to gain an improper or unfair advantage in promoting, enhancing,
obtaining, or retaining business. Bribery may not always be in the form of cash payments and
may take many other forms, including:

1 For purposes of the Policy, “temporary workers” include non-full-time employees and consultants and contractors etc. thatwork on
our premises.

2 Brookfield Properties shall mean and include Brookprop Management Services Private Limited, Brookprop Property Management Services
Private Limited, Candor India Office Parks Private Limited, Candor Gurgaon One Realty Projects Private Limited, Shantiniketan Properties Private
Limited, Seaview Developers Private Limited, Candor Kolkata One Hi – Tech Structures Private Limited, Festus Properties Private Limited,
Mountainstar India Office Parks Private Limited, Kairos Properties Private Limited, Equinox Business Parks Private Limited, Witwicky One Private
Limited, Witwicky Two Private Limited, Arliga Ecoworld Business Parks Private Limited, Arliga 45ICON Business Parks Private Limited, Arliga
Millenia Business Parks Private Limited, Arliga Whitefield Business Parks Private Limited, Arliga Ecospace Business Parks Private Limited, Arliga
Ecoworld Infrastructure Private Limited, Arliga Azure Projects Private Limited, Arliga Galleria (India) Private Limited, Arliga North Star Projects
Private Limited, Arliga India Office Parks Private Limited, Aerobode one Private Limited, Striton Properties Private Limited, Parthos Properties
Private Limited, Chronos Properties Private Limited, Monocap Investment Advisors Private Limited, Rostrum Realty Private Limited, Oak
Infrastructure Developers Limited, Aspen Buildtech Limited, Arnon Builders & Developers Limited, Cowrks India Private Limited, Arliga Azure
Business Parks Private Limited, Arliga Eco 4D Business Parks Private Limited collectively and any other new acquisitions of Brookfield Properties
in India.
  Gifts, travel, entertainment, and hospitality;
 Political contributions, Charitable donations or sponsorship;
 Employment opportunities, directorships, internships, or Secondments;
 Procurements and service contracts;
 Phony jobs, internships created for particular people, or “consulting” relationships;
 Excessive discounts or rebates; or
 Non-arm’s length loans, forgiveness of debt or other transactions.

Facilitation payments are also a form of bribe and are, therefore, not permitted. Facilitation
payments are small payments made to secure or speed up routine actions or otherwise induce
public officials or other third parties to perform routine functions they are otherwise obligated to
perform, such as issuing permits, approving immigration documents or releasing goods held in
customs. This does not include official, legally permitted statutory or administrative fees
formally imposed and codified by government agencies for expedited service.

Refer to the company’s Anti-Bribery and Corruption Program that outlines the actions we take
to prevent and detect bribery in our business, which is posted on our website and intranet.

DEALING WITH PUBLIC OFFICIALS

Interactions with public officials require enhanced scrutiny and sensitivity.

A public official is any person who is employed by or is acting in an official capacity for a
government, a department, agency or instrumentality of a government or a public international
organization, or any other persons so defined in the applicable laws of the jurisdiction in which
we operate. This is a broadly defined term and includes elected or appointed persons who hold
legislative, administrative or judicial positions such as politicians, bureaucrats, civil servants
and judges.It also includes candidates for political office, political party officials and persons
who perform public functions such as professionals working for public pension plans, public
health agencies, water authorities, planning officials and agents public international
organizations, such as the UN or World Bank. A “public official” may also include employees of
government- owned or controlled businesses, including sovereign wealth funds and state-
owned utility companies. For example, if a government has an interest in a utility and exercises
control over the activities of that utility, then the utility’s officials are likely to be considered
“public officials”. Third-parties acting at the direction of these individuals and entities should
also be considered public officials.

There is increased sensitivity and scrutiny of dealings with public officials because this has
traditionally been an area where bribery activity is more likely to occur. Be cognizant of these
risks in your dealings and interactions with public officials and consider how your actions may
be viewed. For example, payments, gifts or employment to close relatives of public officials
have been treated by enforcement authorities as direct payments to the public officials and,
therefore, may constitute violations of law.

Hiring public officials or persons referred by public officials requires enhanced

scrutiny.

Hiring public officials or applicants related to, or referred by, public officials could be seen as a
bribe in certain situations and should be subject to enhanced review to ensure that the related
risks are appropriately mitigated. Consult your Human Resources (HR) team for procedures
related to identifying and mitigating these risks.
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In practice, situations can be complex and this Policy does not cover every circumstance that
you may encounter. When in doubt, please contact the company’s Legal team for assistance.

THIRD PARTIES

Third Parties are not permitted to pay bribes on our behalf.

The company may be scrutinized and/or prosecuted for failing to detect and prevent bribery
by a person associated with it. This includes any individual or entity that performs services for
or on behalf of the company. Employees should avoid doing business with third parties who do
not have a zero-tolerance approach to bribery.

This means due diligence should be undertaken on contractors, joint venture partners, agents
and other third parties to establish their anti-bribery credentials, where warranted by the
assessed level of risk. This due diligence could include meeting with them to better assess their
business practices and anti-bribery and corruption policies/controls and making commercially
reasonable inquiries into their reputation and past conduct. Other risk mitigation strategies,
such as including anti- bribery language in agreements, should also be implemented, as
appropriate.

Refer to the company’s Third-Party Due Diligence Procedures for further details.

GIFTS, MEALS AND ENTERTAINMENT

The giving or receiving of gifts, meals and entertainment should be proportionate and
reasonable for the circumstances, for legitimate purposes only, and not with a view to
improperly inducing a third-party to misuse their position or as a quid pro quo for official
action or with linkage to an official decision.

Gifts (e.g. merchandise, event tickets) given to or received from persons who have a business
relationship with the company are generally acceptable, if the gift is reasonable in value,
infrequent, appropriate to the business relationship, and does not create an appearance of
impropriety. No cash payments should be given or received.

Meals and other entertainment (e.g. sporting events or the theatre, concerts, rounds of golf)
given to or received from persons who have a business relationship with the company are
generally acceptable, but again only if the meal or entertainment is reasonable in value,
appropriate to the business relationship, infrequent, does not create an appearance of
impropriety, is otherwise in accordance with applicable laws and regulations, and if a
representative from the sponsoring organization (the party paying for the meal or
entertainment) is present at the event. For the avoidance of doubt if a representative from the
sponsoring Organization is NOT present at the event, the meal or entertainment would be
considered a gift. Also be aware that many jurisdictions have laws restricting meals and
entertainment given to public officials or their close relatives that must be followed.

Gifts, meals, and entertainment that are repetitive, no matter how small, may be perceived to
be an attempt to create an obligation to the giver and should not be provided. Gifts or
entertainment given close in time to when a decision impacting our business is being made
(including by a private business partner) may be perceived as a bribe in return for a favourable
decision and should also not be provided. Employees should not personally pay for gifts,
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meals, or entertainment to avoid having to report or seek approval.

Travel (e.g., for due diligence or site visit) and related items given or received should follow the
same principles as for gifts, meals and entertainment. When travel or related items are given,
payment should be made directly to the provider (as opposed to providing a reimbursement to
the individual), whenever possible. Under no circumstances should cash or per diem
reimbursements be provided.

In addition, gifts and entertainment should not be given to or received from public officials
except (i) branded promotional gifts of nominal value (e.g., pens, mugs, notepads, water
bottles, caps, t-shirts), (ii) modestly priced gifts (e.g. holiday fruit baskets or boxes of chocolate)
in connection with holidays or personal events (e.g., birthdays or weddings), and (iii)
entertainment in accordance this Policy and the guidelines in this section. For all gifts and
entertainment provided by the company to public officials pursuant to (ii) and (iii), authorization
from Legal team is required to ensure compliance with applicable law and this Policy, and a
log of such authorizations should be maintained. The log should include the identity of
recipients/participants, a description and value of the gift(s), and for entertainment, the location
and business purpose. Where possible, holiday gifts for public officials should be provided to
the applicable government entity for distribution to individuals, rather than to individuals
themselves.

To help ensure that our practices are reasonable, appropriate, and otherwise in accordance
with applicable regulatory requirements, certain gifts, meals and entertainment must be logged
and/or pre-approved. Refer to the company’s policies covering Gifts, Entertainment, Political
contributions, Charitable contributions, etc. for additional details.

If you are in doubt as to whether proposed gifts, meals or entertainment to be given or received
are appropriate, please consult the company’s Legal team for assistance.

CHARITABLE DONATIONS

Do not solicit or offer donations to clients, suppliers, vendors, public officials or others
in a manner which communicates that a donation is a prerequisite for future business or
that the offer of a donation is intended to obtain or retain business and a business
advantage.

We encourage our directors, officers and employees to contribute personal time and resources
to charities and not-for-profit organizations. However, unless approved, you are prohibited from
using the company’s name, resources or business contacts for solicitation of donations.
Charitable donations made by individuals on their own behalf should have no relationship to
company business and must comply with local laws and regulations.

Requests for donations may take many forms (e.g. direct requests or indirect requests such as
purchasing a table, a round of golf or otherwise contributing to an event designated to raise
money for a particular charitable cause/organization). All requests for corporate donations to
charities and other not-for-profit organizations (e.g. schools, hospitals, libraries, etc.) must be
approved in advance by the person(s) designated to approve such donations. If you are
requested by a public official to make a donation to a particular charity, please obtain approval
before agreeing to or making the donation. Also consider conducting due diligence when the
proposed charity or not-for-profit organization is not well-known or there may be question as to
the legitimacy of the organization as a charity or not-for-profit.
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Please refer to the company’s policies covering gifts, entertainment, political contributions,
charitable contributions, etc. for further details.

POLITICAL CONTRIBUTIONS AND LOBBYING (NOT APPLICABLE TO VENDORS/CONSULTANTS)

Do not offer or make contributions to political parties, officials and/ or candidates that
might influence, or be perceived as influencing, a business decision.

To ensure that we do not violate laws and regulations regarding political contributions in any
country, all political contributions, no matter how small or insignificant, made on behalf of the
company (directly or indirectly) or otherwise relating to its business, must comply with the
applicable regional Political Contribution Policy. Political contributions should not be made on
behalf of the company in countries in which we do not have a presence. Consult the applicable
political contribution policy and get prior written approval from the Legal team before making
any political contributions on behalf of the company.

Political donations made by individuals on their own behalf and unrelated to the company’s
business must comply with local laws and regulations. Consult the applicable political
contribution policy before making any personal political contributions.

If you are in doubt as to whether a proposed political contribution is appropriate, please consult
the company’s Legal team for assistance.

Do not engage in any lobbying activities on behalf of the company without specific
authorization.

Lobbying activities generally include attempts to influence the passage or defeat of legislation
and may trigger registration and reporting requirements. In many jurisdictions, the definition of
lobbying activity is extended to cover efforts to induce rule making by executive branch
agencies or other official actions of agencies, including the decision to enter into a contract or
other arrangement.

You may not engage in lobbying activities on behalf of the company without the prior written
approval of the company’s Legal team.

RECORD-KEEPING

Record all our transactions in a complete, accurate and detailed manner so that the
purpose and amount of the transaction is clear.

In addition to prohibiting bribery, anti-bribery legislation and other laws expressly require
accurate and complete record-keeping and the establishment and maintenance of an adequate
system of internal controls. One purpose of these provisions is to prevent companies from
concealing bribes and to discourage fraudulent accounting practices.

All transactions should be recorded completely, accurately and with sufficient detail so that the
purpose and amount of any such payment is clear. No undisclosed or unrecorded funds or
assets of the company should be established for any purpose. False, misleading, or artificial
entries should never be made in the books and records of the company for any reason.

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 REPORTS AND COMPLAINTS

Internal reporting is critical to the company’s success, and it is both expected and valued. You
are required to be proactive and promptly report any suspected violations of this Policy, or any
illegal or unethical behavior of which you become aware, including but not limited, to, any
situations where a public official or other party requests or appears to request an inappropriate
benefit3. The confidentiality of reported violations will be maintained to the fullest extent
possible, consistent with the need to conduct an adequate review and subject to applicable law.
No retribution or retaliation will be taken against any person who has filed a report based on
the reasonable good faith belief that a violation of the policy has occurred or may occur in the
future.

Employee may report actual or potential misconduct or violations of the policy to their supervisor
in the first instance, since their supervisor is generally in the best position to resolve the issue.
Alternatively, you may contact the HR Department or company’s Legal team to report any
actual or potential misconduct or policy violations, or if you have any specific or general
questions. In the event you do not want to report violations to your supervisor, HR Department
or the Legal team, you can always make a report through the company’s reporting hotline. See
the Code for our reporting hotline information, which is managed by a third-party and allows for
anonymous reporting of suspected violations.

DISCIPLINARY ACTION FOR POLICY VIOLATIONS

Please note that we reserve the right to take disciplinary action for policy violations that fits
the nature and particular facts of the violation. This could, in the most severe circumstances,
include immediate termination for cause and, if warranted, legal proceedings may be brought
against you.

KEY CONTACTS

If you have any questions on this Policy, please contact:

MD / CEO / Director: SVP - Regulatory Affairs & Protocol:

Alok Aggarwal Sanjay Yadav
Email: Email:
[email protected] [email protected]
Telephone: 0124-3821400 Telephone: 0124-3821400

3Document and report to supervisors and/or internal counsel any situations where a public official requests—or appears to request—a
personal or other inappropriate benefit; for instance, when a public
official suggests to:
• Retain a specific vendor
• Offer a job to a friend or relative
• Make a specific charitable contribution
• Provide meals, gifts or entertainment
• Make a payment to expedite required approvals or permits
• Or when you encounter other suspicious behavior, especially when a public official or agency has a questionable reputatio
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Anti-Corruption and Bribery:

The Vendor agrees and undertakes that it has during the process of negotiation and
finalization of the terms and shall during the course of the Agreement, abide by all Anti-
Corruption Laws including but not limited to:

(a) The Prevention of Corruption Act, 1988 and/or any other related enactment and/or
any amendment or modification of such Act/Laws from time to time;

(b) Any and all anti-corruption and/or bribery laws and regulations now or from time
to time in force in any jurisdiction which may be applicable to the respective
parties, for the terms of implementation of this Agreement or any agreement to be
entered into pursuant to it; and

(c) United States Foreign Corrupt Practices Act and UK Bribery Act;

The Vendor further agrees and confirms that it has not made, offered, paid, promised
or authorized, and will not make, offer, pay, promise or authorize, or commit any act,
including but not limited to gifts or anything of value directly or indirectly, to influence
a decision or gain an improper or unfair advantage in promoting, enhancing or retaining
business. This includes obtaining licenses or regulatory approvals, preventing negative
government actions, reducing taxes, avoiding duties or customs fee, or blocking a
competitor from bidding on business. Gifts or other considerations (including cash)
may be construed as bribes and may be to public officials or private parties.

The Vendor also agrees and undertakes to provide all information related to a possible
bribery, if it happens, and shall allow audit of its books and records if any such incident
happens.

The Vendor also agrees and undertakes that it shall maintain accurate books and records
pertaining to this agreement.

The Vendor also undertakes to abide by the Brookfield Properties – India, Code of
Business Conduct and Ethics and Anti Bribery and Corruption Policy, which it has read,
understood and signed in acknowledgement.
CODE OF BUSINESS CONDUCT AND ETHICS

BROOKFIELD PROPERTIES - INDIA

FEBRUARY 2024
 SUMMARY OF THE CODE’S PRINCIPLES1

PROTECTING THE COMPANY’S ASSETS, RESOURCES AND DATA

 We often have sensitive confidential information about our company, our affiliates, and
other companies and about, officers and employees; preserving the integrity of this
information is vital to our business and reputation and is necessary to meet our obligations
under data protection laws.
 Electronic communications relating to business activities may not be conducted through
electronic communication systems that have not been specifically approved for business
activities, including (among others) personal email accounts, personal text messaging, non-
approved chat forums, and social media.
 Employees must treat internal and personal information with appropriate sensitivity (i.e., no
one should retain passports or bank account information in their email) and mitigate
cybersecurity risks by being vigilant about opening attachments or clicking on links.

ACCURACY OF BOOKS AND RECORDS AND PUBLIC DISCLOSURES

 We should take care that our books and records are accurate and that all our business
transactions are properly authorized.
 As an affiliate of a public company, we must ensure that our communications and other
disclosures to the market are true and accurate.

DUTIES TO STAKEHOLDERS
 At Brookfield properties (the “company”) our reputation is everything and we should act
responsibly in dealings with our security holders, customers, clients, investors, suppliers,
other stakeholders, and competitors.
 We must manage capital as though it were our own.

COMMUNICATIONS AND MEDIA

 In this digital era in which we operate, be careful in your written communications made over
company information systems, such as email, as this is a permanent record.
 You must ensure that your online activities, including your use of online social media, are
appropriate and reflect well on us and Brookfield Properties.
 As previously noted, business communications must be made only through specifically
approved channels.

CONFLICTS OF INTEREST AND PERSONAL BEHAVIOUR

 As a representative of the company your personal behaviour must be consistent with our
values.
 Be cognizant that we face risks that one’s personal interests may conflict with or appear to
conflict with the interests of the company.

1
These principles are for summary purposes only. For more detailed information on each of these items consult the Code attached.

2
POSITIVE WORK ENVIRONMENT
 We value diversity, equity, and inclusion, and we should all do our part to maintain our
respectful work environment where everyone feels safe, included and productive.
 Our success is dependent on establishing a workplace culture free from discrimination,
violence, harassment and other negative influences.

COMPLIANCE WITH LAWS, RULES, REGULATIONS AND POLICIES

 We operate in many jurisdictions and are subject to different laws, rules and regulations;
you need to be aware of the laws that apply to your activities so that you can comply with
them; ignorance of the law is no excuse.
 The company has corporate policies that you must be familiar with, as they govern your
trading activities, business practices and other conduct.

FREQUENTLY ASKED QUESTIONS

WHY DO WE HAVE A CODE?

The Code serves as a guide for how you should conduct yourself as a member of our team.
Preserving our corporate culture and ensuring compliance with legal, regulatory and fiduciary duties
is vital to the organization and following the Code helps us do that.

WHO MUST FOLLOW THE CODE?

All officers, employees, temporary workers; consultants and vendors “we”, “us”, “our” or the
“company”) of Brookfield Properties affiliate/ group companies in India.

WHAT ARE YOUR RESPONSIBILITIES?

You have two responsibilities. First, you must follow every aspect of the Code and certify your
commitment each year. Second, if you suspect someone may be violating the Code or the policies
referred to herein, you have an obligation to report it. To make a report, follow the section of the
Code: “Reporting Potential Code Violations”.

HOW WILL I KNOW IF THERE IS A PROBLEM?

The Code attempts to deal with the most common issues that you may encounter, but it cannot
address every question that may arise. When you’re not sure what to do, ask yourself the following
questions:

 Is it illegal?
 Does it feel like the wrong thing to do?
 Would you feel uncomfortable if others knew about it?
 Will it have the potential to create a negative perception of you or the company?
 Do you have a personal interest that has the potential to conflict with the company’s
interest?

If you answer “yes” to any of these questions your proposed conduct may violate the Code and
you should ask for help.

HOW SHOULD I ASK FOR HELP?

If you have questions about the Code, any policies or guidelines referred to herein, or about the
best course of action to take in a particular situation, you should seek guidance from your supervisor
3
or Legal team / SVP - Regulatory Affairs & Protocol (a list of these members and their contact
information is set forth on schedule A).

WHAT IF I WOULD LIKE TO MAKE AN ANONYMOUS REPORT?

You may make an anonymous report by contacting the company’s reporting hotline, which is
operated by an independent third party and is available 24 hours a day, 7 days a week. The Reporting
Hotline phone numbers by jurisdiction are set forth on schedule A. If you choose to make an
anonymous report, your anonymity will be protected to the fullest extent possible as permitted by
law. Keep in mind, however, that maintaining your anonymity may limit the company’s ability to
investigate your concerns.

WHAT ARE THE CONSEQUENCES FOR VIOLATING THE CODE?

Violations of the Code or the policies and guidelines incorporated by reference herein, can vary in
its consequences. If you’re an employee, it could result in a reprimand or other disciplinary action,
including the termination of your employment at the company for cause. Certain violations of the
Code also contravene applicable laws and therefore can have severe consequences outside of
Company. Depending on your actions, failing to comply with the Code could lead to civil or criminal
prosecution, which could result in substantial fines, penalties and/or imprisonment.

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TABLE OF CONTENTS Page

INTRODUCTION………………………………………………………………………........................................... 6

STANDARDS OF BUSINESS CONDUCT…………………………………………..…………………………………. 6

PROTECTING THE COMPANY’S ASSETS, RESOURCES AND DATA ....................................... 6

ACCURACY OF BOOKS AND RECORDS AND PUBLIC DISCLOSURES ..................................... 9

DUTIES TO STAKEHOLDERS ................................................................................................... 9

COMMUNICATIONS AND MEDIA.......................................................................................... 10

CONFLICTS OF INTEREST AND PERSONAL BEHAVIOUR………………………………………..………….. 11

POSITIVE WORK ENVIRONMENT .......................................................................................... 12

COMPLIANCE WITH LAWS, RULES, REGULATIONS AND POLICIES……………………………………. 15

REPORTING POTENTIAL CODE VIOLATIONS ....................................................................... 18

DISCIPLINARY ACTION FOR CODE VIOLATIONS………………………………………………………………. 19

STATEMENT OF COMPLIANCE ............................................................................................. 19

WAIVERS................................................................................................................................ 19

AMENDMENTS....................................................................................................................... 19

SCHEDULE A – Contact Information

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INTRODUCTION
This Code of Business Conduct and Ethics (“the Code”) applies to all directors, officers, employees,
and temporary workers2 of Brookfield Properties3 - India affiliate/group companies; collectively,
“we”, “us”, “our” or “Brookfield”.
STANDARDS OF BUSINESS CONDUCT
The company seeks to foster and maintain a reputation for honesty, openness, trust, integrity
and professionalism. The confidence and trust placed in the company by customers,clients,
investors, owners, suppliers, other stakeholders, and competitors of the company and its
affiliates (collectively, our “stakeholders”) is something we value greatly and endeavor to
protect. In many respects, our reputation is our most vital business asset. Accordingly, all of
our activities should be conducted with honesty and integrity and in compliance with
applicable legal and regulatory requirements.

We have adopted the Code and related policies and procedures to preserve our culture and
to ensure compliance with legal, regulatory and fiduciary requirements applicable to our
activities. We expect and require that you meet the letter and spirit of the Code (and related
policies and procedures as updated and/or superseded from time to time). This Code
incorporates by reference the following corporate policies and programs which should be
read in conjunction with the Code:
• Anti−Bribery and Corruption Policy;
• Sanctions Policy;
• Anti−Bribery and Corrup on Program;
• Positive Work Environment Policy;
• Conflict of Interest Policy;
• Personal trading Policy;
• Other corporate policies, as desired

PROTECTING THE COMPANY’S ASSETS, RESOURCES AND DATA

The company’s assets are to be used only for legitimate business purposes only.
The company’s assets are for business use, not for personal use. The company’s assets spanmany
categories. Assets can be physical, tangible goods, such as office supplies, furniture, computers or
intangible items, such as intellectual property. You have a responsibility to safeguard the company’s
assets from loss, damage, theft, misuse and waste. If you become aware of loss, damage, theft,
misuse or waste of our assets, or have any questions about your proper use of them,
2 For purposes of the Code, “temporary workers” include non-full-time employees and consultants and contractors etc. that work on

our premises. The business group retaining a temporary worker is responsible for ensuring that the temporary worker certifies their
commitment to comply with the Code.
3
Brookfield Properties shall mean and include Brookprop Management Services Private Limited, Brookprop Property Management Services
Private Limited, Candor India Office Parks Private Limited, Candor Gurgaon One Realty Projects Private Limited, Shantiniketan Properties Private
Limited, Seaview Developers Private Limited, Candor Kolkata One Hi – Tech Structures Private Limited, Festus Properties Private Limited,
Mountainstar India Office Parks Private Limited, Kairos Properties Private Limited, Equinox Business Parks Private Limited, Witwicky One Private
Limited, Witwicky Two Private Limited, Arliga Ecoworld Business Parks Private Limited, Arliga 45ICON Business Parks Private Limited, Arliga
Millenia Business Parks Private Limited, Arliga Whitefield Business Parks Private Limited, Arliga Ecospace Business Parks Private Limited, Arliga
Ecoworld Infrastructure Private Limited, Arliga Azure Projects Private Limited, Arliga Galleria (India) Private Limited, Arliga North Star Projects
Private Limited, Arliga India Office Parks Private Limited, Aerobode one Private Limited, Striton Properties Private Limited, Parthos Properties
Private Limited, Chronos Properties Private Limited, Monocap Investment Advisors Private Limited, Rostrum Realty Private Limited, Oak
Infrastructure Developers Limited, Aspen Buildtech Limited, Arnon Builders & Developers Limited, Cowrks India Private Limited, Arliga Azure
Business Parks Private Limited, Arliga Eco 4D Business Parks Private Limited collectively and any other new acquisitions of Brookfield Properties
in India.
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you should speak with your supervisor. The company’s name (including its corporate letterhead and
logo), facilities and relationships are valuable assets and must only be used for authorized company
business.

If you use the company’s assets for personal benefit, or otherwise wasteful with the company’s
assets, you may be in breach of your duty to the company. You have a responsibility not to abuse
company resources for reimbursement. Any requests for reimbursement for authorized company
expenses must be for legitimate business expenses. If you are unsure whether a certain expense is
legitimate, you should speak with your supervisor or refer to the company’s Expense Reimbursement
policy.

Confidential information must be protected at all times.

We must protect confidential information in our possession information about us, our affiliates and
our stakeholders. Confidential Information includes, but is not limited to, material non-public
information, all confidential memos, notes, lists, records, and other documents in your possession,
in hard and soft copy. All of these are to be delivered to the company promptly after your
employment ceases or at anytime upon the company’s request, and your obligation to protect this
information continues after you leave the company. You must protect hard and soft copies of
confidential information that are removed from the office (e.g. to be worked with at home or at
external meetings).

It is important to use discretion when discussing company business. This includes respecting any
applicable information barrier protocols and discussing company business only with those
individuals at the company that have a “need to know” the information. Additionally, be careful not
to discuss company business in public places such as elevators, restaurants, and public
transportation, or when using your phone or email outside of the office. You should also be careful
not to leave confidential information in unattended conference rooms or in public places where
others can access it. You must mitigate cybersecurity risks by being vigilant about opening
attachments or clicking on links. While at the Company, if you become aware of confidential
information about the company or another entity that you know or suspect has been inadvertently
disclosed, seek guidance from legal team.

Personal Data held by or on behalf of the company must be used in compliance with data
protection laws.

The Company collects personal data regarding individuals both inside and outside the organization
where we have the lawful basis for doing so. This is necessary to effectively and efficiently administer
and manage the operation of our business. Personal data4 includes, among other things, sensitive
personal, medical and financial information. We should take all reasonable steps to only hold
personal data for as long as we have a need to retain it and in accordance with our Data Privacy policy
and relevant laws.

4 “Personal data” has the meaning given to it or any similar term in applicable data protection or privacy legislation.

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Collection and use of personal data are subject to various legal and regulatory requirements. You
must take all reasonable steps to ensure that personal data is kept confidential and accessed only
by those individuals at the company that have a need to know this information to carry out their
duties. In addition, if it is necessary to the conduct of business to disclose personal data to a third
party (e.g., so that a third party may provide service to the company or acquire an asset or business
of the company) then you must ensure that such transfer complies with applicable legal and
regulatory requirements. This may include ensuring that third party is subject to a written
agreement which contains confidentiality obligations and, where relevant, other obligations which
must be included under the data protection laws of certain jurisdiction in which we or our
stakeholders operate. In all other cases, you may only disclose personal data pursuant to a legal
or regulatory requirement.

In the ordinary course, the company transfers personal data between jurisdictions in which the
company operates, including outside the European Economic Area (“EEA”), United Kingdom, Brazil,
China, Hong Kong, Japan, South Korea, the Dubai International Financial Centre (“DIFC”) and
Singapore. If you transfer personal data outside the EEA, United Kingdom, Brazil, China, Hong Kong,
Japan, South Korea, the DIFC or Singapore, then you must ensure that it is permissible for you to do
so (e.g., consent has been given by the individual or an appropriate data transfer agreement has
been signed). In addition, you should ensure that the personal data is protected in a manner that is
consistent with how personal data is protected by the company within these jurisdictions, and in
any event in compliance with all applicable data protection laws.

You are responsible for ensuring that you understand and comply with our Data Privacy Policy. For
more information about compliance with data protection laws, refer to the company’s Data Privacy
Policy and related policies referred.

Intellectual property belongs to the company.

During the course of your employment, you may be involved in the creation, development or
invention of intellectual property such as concepts, methods, processes, inventions, confidential
information and trade secrets, Know how, physical products, ideas, plans, programs, software,
applications, code, works of authorship, trademarks, service marks and designs alone or jointly with
others, including but not limited to the improvement of the existing intellectual property belonging
to the company. All such intellectual property and the rights therein, shall be owned by the company
and your moral rights to such intellectual property, if any, will be waived. You are responsible for
cooperating with the company and providing all necessary assistance, including the preparation and
execution of any necessary documentation such as assignments and applications to register rights
before relevant government authorities on behalf of the company, to ensure that all intellectual
property and related rights become or are recognized as the exclusive property of the company.

The documents of the company must be preserved.

It is critical that you help preserve our business records, follow the guidelines set forth in any
document retention policies and comply with related legal and regulatory requirements. If you are
notified that your documents are relevant to an anticipated or pending litigation, investigation or
audit, you must follow the guidance set forth in the notification you receive from SVP - Regulatory
Affairs & Protocol regarding retention of the documents.

8
ACCURACY OF BOOKS AND RECORDS AND PUBLIC DISCLOSURES

Ensure that the books and records of the company are complete and accurate and that all business
transactions are properly authorized.

The books and records of the company must reflect all its transactions in order to permit the
preparation of accurate financial statements. Employees must never conceal information from (i)
an external auditor; (ii) internal auditor; or (iii) the Board of Directors of the company or parent
company. In addition, it is unlawful for any person to fraudulently influence, coerce, manipulate, or
mislead an external auditor of the company.

The company’s contracts and agreements govern our business relationships. Because the laws
governing contracts and agreements are numerous and complicated, we have put in place policies
and procedures to ensure that any contract entered into by the company has the appropriate level
of approval. As a result, employees who enter into contracts or agreements on behalf of the
company must have proper authorization to do so and, prior to their execution, these documents
must be reviewed by SVP - Regulatory Affairs & Protocol where required by policy or practice. If you
are unsure whether you have proper authorization to enter into a contract on behalf of the
company, refer to the Company’s Delegations of Authority.

Ensure that the company provides true, plain and full public disclosure.

All employees who provide information for public disclosure of any of our affiliates, must ensure
that public disclosures of information are made honestly and accurately. Employees must be aware
of and report any of the following: (a) fraud or deliberate errors in the preparation, maintenance,
evaluation, review or audit of any financial statement or financial record; (b) deficiencies in, or
noncompliance with, internal accounting controls; (c) misrepresentations or false statements, or
(d) deviations from full, true and plain reporting of the company’s financial condition.

Additionally, each person who is in a financial reporting oversight role, and their family members 5,
are prohibited from obtaining any tax or other services from the external auditor, irrespective of
whether the company or such person pays for the services.

DUTIES TO STAKEHOLDERS

Deal fairly with the company’s stakeholders.

You must deal fairly with our stakeholders and competitors. To preserve our reputation and
relationship with stakeholders, do not engage in any illegal or unethical conduct.

Manage capital as though it were your own.

You must avoid engaging in any activity that could result in an actual, potential or perceived conflict
of interest, and avoid any action that may be perceived as a breach of trust, unless such activity is
resolved in accordance with a framework that was fully and fairly disclosed to and approved by the
relevant stakeholders in accordance with applicable legal and regulatory requirements.
5 For the purposes of this code, Family Members are your spouse, partners or other family members who live in the same dwelling as you.

9
A “conflict of interest” for this purpose occurs when the company’s interest interferes, or even
appears to interfere, with the interest of our affiliates or stakeholders.

COMMUNICATION AND MEDIA

Use the company’s various forms of communication properly and appropriately.

All business matters communicated in writing must be conducted via the company’s email system
and / or through other systems provided and approved by the company for such use. You must
always use our e-mail, Internet, telephones and otherforms of communication appropriately and
professionally. Employees must comply with our Information Security Policy and all related policies.
While we appreciate the need for limited use of these tools for personal purposes, any such use
should not be excessive or detract from your work. As outlined in the summary of the Code’s
Principles, electronic communications relating to business activities may not be conducted through
electronic communications system that have not been specifically approved for business activities,
including (among others) personal email accounts, personal text messaging, non-approved chat
forums and social media.

Employees should not email business information to their personal email accounts or maintain a
copy of business information on their personal computers or other non-work electronic devices.
When using company-provided technologies such as computers, cell phones and voicemail, you
should not expect that the information you send or receive is private. Your activity may be
monitored to ensure these resources are used appropriately and are in compliance with the
company's policies and laws and regulation; please refer to the company’s Data Privacy policy.

Employees should take care when on the company’s email system, other systems and devices to
ensure that no viruses, “trojan horses” or similar items are introduced into the systems or devices,
including by clicking on links in phishing emails. You should exercise particular caution when opening
unsolicited emails from unknown sources or an email which appears suspicious. Inform the IT
Department immediately if you are unsure about the origin of an email or communication, or
suspect your IT equipment/devices may have a virus. You must be particularly vigilant if you use our
IT equipment/devices outside the workplace and take such precautions as we may require from
time to time against importing viruses or compromising system security. The system contains
information which is confidential and subject to data protection legislation. Such information must
be treated with extreme care and in accordance with our Data Privacy policy.

Be cautious in your use of social media.

The company’s social media policy is that, unless you are expressly authorized, you are strictly
prohibited from commenting, or posting about or otherwise discussing the company, its
stakeholders, its employees, and its securities, investments and other business matters on all social
media forums including but not limited, social networks, chat rooms, wikis, virtual worlds and blogs
(collectively, “social media”). You are a representative of the company when engaging in online
activities and you must ensure that your behavior online, including on social media, is appropriate
and consistent with our values. For further details on the appropriate use of social media, you should
refer to the company’s Information Security Policy.
10
Do not speak on behalf of the company unless authorized to do so.

As an affiliate of a public company, is important to ensure our communications to the investing

public are: (a) timely; (b) full, true and plain; and (c) consistent and broadly disseminated in
accordance with all applicable legal and regulatory requirements. You may not make public
statements on the Company’s / Brookfield Properties behalf unless you have been designated as a
“Spokesperson”.

If a stakeholder, financial analyst, member of the media or other third-party contacts you to request
information, even if the request is informal, do not respond to it unless you are authorized to do so.
In this event, refer the request to your supervisor or forward the request to an individual at the
company employed in investor relations or communications.

CONFLICTS OF INTEREST AND PERSONAL BEHAVIOUR

Exhibit personal behavior that reinforces a positive image of you and the company.

Your personal behavior, both inside and outside work, should reinforce a positive image of you,
the company and its business activities. It is essential to use good judgment in all your personal
and business dealings. You should refrain from engaging in activities that could hurt the company’s
reputation, or yours, and that could undermine the relationship of trust between you and the
company or the company and its stakeholders. Employees who have acted inappropriately may be
subject to disciplinary action up to and including termination for cause.

The company encourages employees to be active participants in the community, not-for-profit

activities or other like activities. The company also supports employees’ participations and
memberships in trade associations, industry groups, or other similar organizations. In either case, be
mindful that your participation in any outside interest must not prevent you from adequately
discharging your duties to the company and should not conflict with or otherwise be adverse to the
company’s interests. For employees, the Gifts, Entertainment and Hospitality Policy requires certain
logging and pre-approval requirements. In addition, ensure that when you are involved in these
activities you are not seen to be speaking or acting on behalf of the company without express
authority.

“Outside Business Activities,” otherwise known as “OBAs” include any business activitiesoutside the
scope of one’s role with the company, including any activity as an employee, independent contractor,
sole proprietor, officer, director, or partner of another business organization, regardless of whether
compensation is involved. Employees must receive approval from their business unit and a member
of the Legal team prior to accepting an OBA.

Avoid situations in which your personal interest conflict with the interests of the company or its
stakeholders

A “conflict of interest” for this purpose occurs when a person’s private interest inclines the person
consciously or unconsciously, or appears to incline the person to act in a manner which is not in the
interests of the company. You may have a conflict of interest if you are involved in any activity that

11
prevents you from performing your duties to the company properly, or that may create a situation
that could affect your ability to act objectively, effectively and in the best interests of the company
including due to among other things, personal interests or receipt of benefit from our relationships
with companies, business partners, counterparties, investment banks, brokerage firms, service
providers, and other constituencies. Accordingly, you must place the company’s interest in any
business matter ahead of any personal interest. Remember that the company’s interest includes
the company’s obligations to its stakeholders.

You may also have a conflict of interest or the appearance of a conflict of interest as a result of a
“close personal relationship” with another employee at Brookfield Properties or a counterparty with
which company is engaging (e.g., a company employee’s spouse works at an entity that is being
considered as a service provider). To ensure that these relationships are managed appropriately,
and to deal with any possible conflicts of interest in an appropriate and responsible manner, you
are expected to disclose the existence of such relationships to your Human Resources (“HR”)
department and/or the Legal team.

For the purposes of the Code, a close personal relationship includes, but is not limited to,
relationships with a parent or parent equivalent (e.g., adoptive parent), close relative or friend,
spouse, fiancée, common law, or anyone else with whom you are in, or have been in, a romantic or
intimate relationship.

The best way to judge whether you may have a conflict of interest is to ask yourself whether a well-
informed person would reasonably conclude that your interest could in any way influence your
decision or performance in carrying out a duty on behalf of the company. To avoid conflicts of
interest, identify potential conflicts when they arise, and contact SVP - Regulatory Affairs & Protocol
if you are unsure whether a conflict exists. In addition, if you become aware of any conflict or
potential conflict of another officer or employee, you should consult with the Legal team.

Do not take corporate opportunities as your own personal opportunities.

You are prohibited from taking personal advantage of a business or investment opportunity that
you become aware of through your work at the company. You owe a duty to the company to
advance its interests when the opportunity arises, and you must not compete with the company
in any way.

POSITIVE WORK ENVIRONMENT

Be committed to our respectful work environment free from discrimination6 violence7 and
harassment8.

The company is committed to promoting equal opportunities and diversity in the workplace. We
value diversity, equity, and inclusion, and we should all do our part to maintain our respectful work
environment where everyone feels safe, included and productive. The company does not tolerate
workplace discrimination, violence or harassment. All officers and employees, must work to ensure
that the company is a safe and respectful environment where high value is placed on integrity,
fairness and respect. For more information on the company’s commitment to its positive work
environment, refer to the company’s Positive Work Environment Policy.

12
You have a duty to report discrimination, violence, and harassment.

If you experience or become aware of what you believe to be discrimination, violence, or

harassment, you are expected to report it in accordance with the “Reporting Potential Code
Violations” section of the Code and/or in accordance with Policy. Reports of discrimination, violence
or harassment will be taken seriously and investigated. If you are found to be discriminating against
acting or threatening to act violently towards or harassment of another individual at the company,
or if you knowingly condone the discrimination of, violence towards, or harassment of another
individual, you will face corrective action up to and including termination without notice and for
cause.

We want to create a culture of reporting when it comes to discrimination, violence, and harassment,
as reporting is essential for us as a company to eliminate these behaviors. While we reserve the
right to take the corrective action if you knowingly make a false accusation about an innocent party;
you will not face retaliation for making a good faith report or assisting in the investigation of a
report.

Be committed to ensuring the health and safety of fellow officers and employees.
We all have the right to work in an environment that is safe and healthy. In this regard, you must:
a) comply strictly with all occupational, health and safety laws and internal procedures;
b) not engage in illegal or dangerous behaviour, including any acts or threats of violence;
c) not possess, distribute or be under the influence of drugs while on company premises or
when conducting company business; and
d) not possess or use weapons or firearms or any type of combustible material in the
company’s facilities, or at company-sponsored functions.

If you or someone you know is in immediate danger of serious bodily harm, first call local law
enforcement authorities and then report the incident in accordance with the “Reporting Potential
Code Violations” section of the Code and/ or in accordance with the Policy.

6 “Discrimination” means the differential treatment of an individual or group based on prescribed characteristics protected by law
prescribed characteristics generally include age, colour, race, religion, sex, gender, marital status, ancestry, sexual orientation, national
origin, disability. It does not matter whether the discrimination is intentional; it is the effect of behavior that matters.

7
“Violence “means an action (oral, written or physical) which causes, is intended to cause, could reasonably be interpreted as a threat to
cause, or is capable of causing death or bodily injury to oneself or others, or property damage.

8
“Harassment” means conduct which is known or ought reasonably to be known to be unwelcome and includes conduct (e.g., comments
and actions) which would be perceived by a reasonable person as being hostile, humiliating or abusive or cause him/ her torment.
Harassment covers a wide range of conduct and includes sexual harassment, bullying, and psychological harassment. Harassment may
occur in variety and may, in some circumstances, be unintentional, but regardless of intent, all harassment negatively affects individual
work performance and our workplace as a whole.

13
Human Rights and Modern Day Slavery
We are committed to conducting business in an ethical and responsible manner, including by
carrying out our activities in a manner that respects and supports the protection of human rights
including but not limited to:
a) operating with leading health and safety practices to support the goal of zero serious
safety incidents;
b) striving to ensure that the interests, safety, and well-being of the communities in which
we operate are integrated into our business decisions;
c) the elimination of discrimination in employment;
d) the prohibition of child and forced labour; and
e) the eradication of harassment and physical or mental abuse in the workplace.

We strive to embed these standards into all of our core business activities, including training,
communications, contracts and due diligence processes as appropriate. These practices extend to
our interactions with our key suppliers and other business partners.

Environmental, Social and Governance (“ESG”) Management

Our business philosophy is based on our conviction that acting responsibly towards our stakeholders
is foundational to operating a productive, profitable and sustainable business, and that value
creation and sustainable development are complementary goals. This view has been underpinned
by what we have learned throughout our 100+ year heritage as an owner and operator of long-term
assets, many of which form the backbone of the global economy. Our long-term focus lends itself
to robust ESG programs throughout our real estate management business and underlying
operations, which has always been a key priority for us

1. Mitigate the impact of our operations on the environment:

a. Strive to minimize the environmental impact of operations and improve efficient
use of resources over time.
b. Support the goal of net zero greenhouse gas (GHG) emissions by 2050 or sooner.

2. Strive to ensure the well-being and safety of employees:

a. Foster a positive work environment based on respect for human rights, valuing
diversity, and zero tolerance for workplace discrimination, violence or harassment.
b. Operate with leading health and safety practices to support the goal of zero serious
safety incidents.

3. Uphold strong governance practices:

a. Operate to the highest ethical standards by conducting business activities in
accordance with our Code of Business Conduct and Ethics.
b. Maintain strong stakeholder relationships through transparency and active
engagement.

4. Be good corporate citizens:

a. Strive to ensure the interests, safety and well-being of the communities in which
we operate are integrated into our business decisions.
b. Support philanthropy and volunteerism by our employees.

14
COMPLIANCE WITH LAWS, RULES, REGULATIONS AND POLICIES

Know and comply with all laws, rules, regulations and policies applicable to your position.

Our business is highly regulated and the company is committed to compliance with applicable laws,
rules, regulations and policies. Each of us must recognize our personal obligations as individuals to
understand and comply with the laws, rules, regulations, and policies that apply to us in the conduct
of our duties, including those that apply specifically to public companies, asset managers and
investment advisers, as well as laws with broader applicability such as prohibition on insider trading
and other forms of market abuse.

Many of the company’s activities are governed by laws, rules, regulations and policies that are
subject to change. If you have questions about the applicability or interpretation of certain laws,
rules, regulations or policies relevant to your duties at the company, you should consult with the
legal team. In the event a local law, custom or practice conflicts with the Code you must adhere
to whichever is most stringent. If you know of any of our practices that may be illegal, you have a
duty to report it. Ignorance of the law is not, in general, a defense to breaking the law. We expect
you to make every reasonable effort to become familiar with the laws, rules, regulations and policies
affecting your activities and to comply with them. If you have any doubts as to the applicability or
interpretation of any of the above, you should obtain advice from the legal team.

Do not trade in securities of the company or its affiliates or in any other publicly traded securities
if you possess material non-public information

While at Company, you may have access to or become aware of material non-public information 9,
either about Brookfield Asset Management, Brookfield Property Partners or a related or unrelated
publicly traded entity. You must not use this information to gain a financial advantage for yourself
or others, either by way of making a trade for yourself, “tipping” others on the information (“i.e.,
disclosing the information to others such as relatives or friends), or otherwise. Doing so is not only
a violation of the Code that will result in immediate termination for cause but is also a serious
violation of securities laws and will expose any individuals involved to potential civil and criminal
prosecution.

Restriction to trade in Brookfield in Brookfield securities may apply when a Brookfield entity is in a
quarterlyblackout period relating to the release of its earnings, or when it is in a special blackout
period. Information on blackout periods can be obtained via the company’s intranet.

If you have questions about securities laws or the company’s internal trading policies and
procedures, contact the company’s Legal team or refer to the Personal Trading Policy.

9
Information about an entity is material if there is a substantial likelihood that a reasonable investor would consider the information
important when deciding to buy, sell or hold that entity’s securities or if the information would be reasonably be expected to result in a
change in the market price or value of the securities. Information is “non public” until it has been generally disclosed to the public and
adequate time has passed for the securities market to analyze the information. If you are not whether information is material or non-
public, consult with the company’s Legal team for guidance.

15
Depending on your role at the company, you may have to pre-clear trades or avoid trading
altogether.

A small number of employees of the company are designated as “Access Persons” or “Insiders”
based on their position, role, responsibility and/or activities. Employees with this designation are
notified of such designation by the Brookfield Properties compliance team. Access Persons, Insiders
and their Family Members must review and comply with the Brookfield Properties Personal Trading
Policy, including pre-clearance of trades in both Brookfield and non-Brookfield securities (i.e., all
tradeable securities). For more information, refer to the Brookfield properties’ Personal Trading
Policy.

Do not give or receive bribes, including “facilitation payments”.

We value our reputation for conducting business with honesty and integrity. It is vital for us to
maintain this reputation as it generates confidence in our business by our stakeholders, which
ultimately means it is good for business. We do not pay bribes in furtherance of our business, either
directly or indirectly, and you are not permitted to pay bribes on our behalf or authorize others to
pay bribes on our behalf. This commitment comes from the highest levels of management and you
must meet this standard. A bribe is anything of value that is offered, promised, given or received to
improperly influence a decision or to gain an improper or unfair advantage in promoting, enhancing,
obtaining or retaining business. Bribery may not always be in the form of cash payments and may
take any other forms, including gifts, travel, hospitality, political contributions, charitable donations,
lobbying payments, sponsorships, employment opportunities, internships and secondments.
Facilitation payments10 are also a form of bribe and are therefore not permitted. For further details,
refer to the company’s Anti-Bribery and Corruption Policy.

Giving or receiving gifts/entertainment should be reasonable, and in certain cases prohibited.

Gifts and entertainment given to or received from persons who have a business relationship with
the company are generally acceptable, if the gift or entertainment is modest in value, appropriate
to the business relationship, and does not create an appearance of impropriety. No cash or cash
equivalent payments should be given or received, except in limited circumstances preapproved by
the Legal team. Employees who do not comply with these requirements may be required to
reimburse the company for the value of any gifts or benefits they make or receive on behalf of the
company. For further details refer to the company’s policies covering gifts, entertainment, political
contributions, etc.

There may be restrictions on your political donations to candidates and political parties (Not
Applicable to Vendors/Consultants).

In certain jurisdictions, political donations made on behalf of the company are prohibited. Political
donations made by individuals on their own behalf should comply with local laws and regulations.
To ensure that we do not breach the law regarding political donations in any country, all political
donations, no matter how small, made on behalf of the company (directly or indirectly) must be in
accordance with the local company policy and must be approved in advance by the applicable
regional head.
16
We must prevent the use of our operations for money laundering or any activity that facilitates
money laundering, the financing of terrorism, or other criminal activities.

The company is strongly committed to preventing the use of its operations for money laundering,
the financing of terrorism, or other criminal activities, and will take appropriate actions to comply
with applicable anti-money laundering laws. Jurisdictions may publish lists of individuals and
organizations that the company is prohibited from accepting funds from or distributing funds to
under applicable anti-money laundering laws. Employees are expected to use reasonable care to
verify that counterparties are not owned or controlled by, or acting on behalf of, sanctioned
governments, groups, individuals or others. This includes requiring counterparties to make anti-
money laundering representations in documents with the company, which the Legal Team can
provide upon request.

You should consider your rights and obligations when providing information to governmental
authorities.

Either during or following your employment at the Company you may be contacted by
governmental authorities (e.g. law enforcement, securities regulators, etc.) who are seeking
confidential information from you which you obtained through your association with Company.
Whether you are able to respond to these questions or not, we strongly recommend that, for your
own protection, you do not speak with authorities without first seeking legal advice on your rights
and obligations. In this situation, you may contact the company’s SVP - Regulatory Affairs & Protocol
who can help you retain counsel that can assist you.

Notwithstanding the foregoing, nothing in the Code prohibits or restricts you in any way from
providing information to a government authority pursuant to applicable whistleblowing regulations.
For further information, refer to the Whistleblower Policy.

You have internal reporting obligations in the event you are convicted of a felony or
misdemeanor.

We are only as good as our people, and therefore our reputation as a leading global alternative asset
manager depends on the reputation of the individuals who serve the company as a director, officer
or employee. Our screening process at the company is rigorous and includes background checks so
that we have the best information possible about our prospective directors, officers and employees.
Once at the company, we expect you to continue to adhere to these principles of openness, honesty
and transparency. If at any time while you are associated with the company you are convicted of a
felony or misdemeanor (or been subject to any similar conviction in any jurisdiction) or are involved
in any conduct that you think may be relevant to your reputation, you have an obligation to report
this information to the Legal team or your supervisor so that it may be appropriately documented
internally.

Facilitation payments are small payments made to secure or speed up routine actions or otherwise induce public officials or other third
10

parties to perform routine functions they are otherwise obligated to perform, such as issuing permits, approving immigration
documents or releasing goods held in customs. This does not include legally required administrative fees or fees to fast-track services.

17
REPORTING POTENTIAL CODE VIOLATIONS

You are strongly encouraged to make good faith reports and complaints.

Internal reporting is critical to the company’s success, and it is both expected and valued. You are
required to be proactive and promptly report any suspected violations of the Code, or any illegal or
unethical behavior or misconduct that you become aware of or are involved with. When making a
report, please include specific details and back-up documentation where feasible in order to permit
adequate investigation of the concern or conduct reported. Vague, nonspecific, or unsupported
allegations are inherently more difficult to pursue.

Employees are expected to report actual or potential misconduct or violations of the Code to their
supervisor in the first instance, since their supervisor is generally in the best position to resolve the
issue. Alternatively, you may contact the Human Resources (“HR”) department or the company’s
SVP - Regulatory Affairs & Protocol to report any actual or potential misconduct or Code violations,
or if you have any specific or general questions.

If you have questions about securities laws or the company’s whistleblower policy, contact the
company’s Legal team or refer to the Whistleblower policy.

In the event you do not want to report violations to your supervisor, HR or Legal team, you can
always make a report through the company’s reporting hotline.

Our reporting hotline (the “Reporting Hotline”) is managed by an independent third party. The
Reporting Hotline allows anyone to call anonymously (if they so choose) to report suspected
unethical, illegal or unsafe behaviour in English and other languages. The Reporting Hotline is
available toll-free, 24 hours a day, 7 days a week. Refer to the “Contact Information” section of
the Code for the Reporting Hotline phone numbers by jurisdiction. If you choose to make an
anonymous report, your anonymity will be protected to the fullest extent possible as permitted by
law.

Reports will be kept confidential and will be dealt with appropriately.

The confidentiality of reported violations will be maintained to the fullest extent possible, consistent
with the need to conduct an adequate review and subject to applicable law. You may wish to identify
yourself to facilitate our investigation of any report; however, you can make an anonymous report
by calling the Reporting Hotline. The party receiving the initial report must record its receipt,
document how the situation was dealt with and file a report with internal audit, which will be
retained for the record. The Chief Internal Auditor of Brookfield Properties will report all illegal and
unethical conduct in violation of the Code to the appropriate Brookfield Properties Board of
Directors, or a committee thereof, and externally in accordance with applicable laws.

18
The company prohibits retaliation against anyone who reports suspected violations of the Code
or any law or regulation.

No retribution or retaliation will be taken against any person who has filed a report based on the
reasonable good faith belief that a violation of the Code or any law or regulation has occurred or
may in the future occur; however, making a report does not necessarily absolve you (if you are
involved) or anyone else of the breach or suspected breach of the Code. The company reserves the
right to discipline you, if you provide false information or make an accusation you know to be
untrue. This does not mean that the information that you provide has to be correct, but it does
mean that you must reasonably believe that the information is truthful and demonstrates at least
a possible violation of the Code. If you believe that you have been unfairly or unlawfully retaliated
against, you may file a report with your supervisor, the HR team, the company’s Legal team or by
calling the Reporting Hotline.

DISCIPLINARY ACTION FOR CODE VIOLATIONS

Please note that we reserve the right to take disciplinary action for Code violations that fits the
nature and particular facts of the violation. This could, include immediate termination for cause and,
if warranted, legal proceedings may be brought against you.

STATEMENT OF COMPLIANCE

Upon starting at the Company, each director, officer, employee and temporary worker who is
subject to this Code will be provided with a copy of the Code and policies referred to herein and
is required to sign an acknowledgement. The acknowledgement is maintained by the company’s
legal team. On an annual basis, each officer, employee and temporary worker who is subject to this
Code will be required to re-certify compliance with the Code. Annual certification as to compliance
with the Code and the policies incorporated by reference herein shall be a condition of your
continued, employment, or engagement with the company.

WAIVERS

A waiver of the Code will be granted only in very exceptional circumstances. A Code waiver must be
approved by the CEO or SVP - Regulatory Affairs & Protocol.

AMENDMENTS

Senior management of the company reviews and approves the Code on at least an annual basis and
is ultimately responsible for monitoring compliance with the Code.

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 SCHEDULE A

CONTACT INFORMATION

REPORTING HOTLINE

Direct Dial in
India- 000 800 0502 237
www.brookfield.ethicspoint.com

INTERNAL CONTACTS – COMPANY

MD/CEO/ Director SVP - Regulatory Affairs & Protocol
Alok Aggarwal Sanjay Yadav
Email: Email:
[email protected] [email protected]
Telephone: 0124-3821400 Telephone: 0124-3821400

20
 LEGAL NOTICE

The company reserves the right to modify, suspend or revoke the Code and any related policies,
procedures, and programs at any time. The company also reserves the right to interpret and amend
the Code and these policies in its sole discretion. Any amendments to the Code will be disclosed and
reported as required by applicable law.

If company employs unionized employees and if the Code conflicts with a collective bargaining
agreement governing the wages and/or conditions of employment for unionized employees, the
collective bargaining agreement will prevail; if a collective bargaining agreement is silent with
respect to an area addressed in the Code, or if the Code supplements a collective bargaining
agreement, unionized employees are expected to abide by the Code.

Neither the Code, nor any of the policies referred to herein, confer any rights, privileges or benefits
on any employee, create an entitlement to continued employment at the company, establish
conditions of employment for the employee, or create an express or implied contract of any kind
between employees and the company. In addition, the Code does not modify the employment
relationship between employees and the company.

This code is posted on our website and intranet. The version of the code on our website and intranet
may be more current and supersedes any paper copies, should there be any discrepancy between
paper copies and what is posted online.

21
 CODE OF BUSINESS CONDUCT AND ETHICS STATEMENT OF COMPLIANCE

All directors, officers, employees, vendors, and consultants must complete this Statement of
Compliance or certify the company’s electronic Statement of Compliance through the company’s
web-based compliance program.

I have received, reviewed, and understand the Code of Business Conduct and Ethics (the “Code”)
of the company for directors, officers, employees, vendors, and consultants.

I hereby agree to comply with the Code, including its provisions for nondisclosure of information
both during and after appointment or employment.

To the best of my knowledge, I am not involved in any situation that conflicts or might appear to
conflict with the Code.

I also agree to notify my supervisor, the Chief Internal Auditor of the company, or in the case of
directors, the Chair of the company’s Board of Directors, immediately of any change that might
adversely affect my compliance with the Code.

Name:
(Please print)

Company:

Position Title:

Branch/Department:

Location:

Date and Signature:

(dd/mm/yy) (Signature)
 Date: _________

To

(Name of the Entity)

(Address of the entity)
__________________________
__________________________

Subject: Consent for processing of Shared Personal Data

Dear Sir,

This has reference to the proposed/existing business association of _______________________________, a

company duly incorporated and validly existing under the Companies Act, 2013 and having it’s
registered office at __________________________________________________________________ with you, pursuant
thereto the personal data including my online information, service details, background
information, financial details, affiliations, memberships, etc. of Mr.____________________
(Designation), have been shared with you (hereinafter collectively referred to as ‘Shared
Personal Data’)

The Company has explained to us the purposes for which my Shared Personal Data processing is
necessarily required, and the security measures adopted by it, and I have understood the same.

I, _________________ (designation) hereby, of my own free will without any pressure, undue influence
or coercion (of whatsoever nature or kind), give my consent to you (the Company) to use, process
or otherwise share (on-off basis or ongoing basis) my Shared Personal Data, as per your policies,
the outcomes of which are intended to benefit the business of each party and/or the business of
Brookfield Group Members, for management and administration of its business: providing of
service etc. to third parties including investors, customers, partners, associates and affiliates and
understanding their respective needs and interests and/or the business of; storing data outside
India; obtaining business support required from time to time (e.g. support with identity
verification and background checks, database administration, staff management and payroll
administration); analysing, improving, marketing or cross-selling products and services;
detecting, investigating and preventing fraud and other crimes or malpractice; obtaining legal
advice or establishing, exercising or defending legal claims; compliance with applicable legal
and/or regulatory obligations (including the Party’s internal policies and procedures with respect
to the same); such other purposes or outcomes as agreed from time to time (“Purpose”).

Further, I hereby consent, agree and authorise the Company to share (my Shared Personal Data
only for the Purpose) specifically with the following categories of recipients i.e. financial
organizations; Company’s employees; the Group Companies, affiliates, subsidiaries, parent
companies, successors in interest and assigns and their employees and officers; legal &
professional advisers / consultants; insurers; third party agents and service providers;
supervisory, regulatory and governmental authorities where required by law or as prescribed,
persons making an enquiry, complaint or claim; for the Purpose (“Agreed Entities”).

I hereby, further, consent and agree that the Company in future shall not be required to obtain
my prior or otherwise – permission/consent/ authorisation and / or give notice(s) for use,
process or otherwise share of my Shared Personal Data for the Purpose with the Agreed Entities,

Classification: Highly Confidential

and furthermore this consent is also given for the use, process or otherwise share (on-off basis or
ongoing basis) my Shared Personal Data by the Agreed Entities.

I acknowledge and understand that the Company shall have the right to retain my Shared
personal Data for period beyond the association, as per its data policy (for the time being in force).

It is the express intention of the parties, that this consent be construed as broad as permitted by
law.

Thanking you

(Signature)
Name: _______________________________
Designation: ________________________
Employee code: ____________________

Classification: Highly Confidential