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News Release

Forest City Stockholders Approve Acquisition by Brookfield Fund

CLEVELAND, Nov. 15, 2018 /PRNewswire/ -- Forest City Realty Trust, Inc. ("Forest City") (NYSE: FCEA) today announced that its stockholders approved the acquisition of Forest City by a real estate investment fund of Brookfield Asset Management Inc. ("Brookfield") (NYSE: BAM) (TSX: BAM.A) (Euronext: BAMA) at its special meeting of stockholders held today, pursuant to the merger agreement dated July 30, 2018.

Forest City logo (PRNewsfoto/Forest City Realty Trust, Inc.)

With the approval by Forest City stockholders, Forest City expects that the acquisition will be completed in December on or prior to December 10, 2018, subject to the satisfaction or waiver of the remaining closing conditions.  Forest City does not expect to declare or make any pre-closing dividends or distributions.

Lazard and Goldman Sachs & Co. LLC are acting as financial advisors to Forest City and Sullivan & Cromwell LLP is acting as legal counsel. Wachtell, Lipton, Rosen & Katz is acting as legal counsel to the Forest City Board of Directors.

Forest City Realty Trust, Inc. is a NYSE-listed national real estate company with $8.6 billion in consolidated assets. Forest City is principally engaged in the ownership, development, management and acquisition of commercial, residential and mixed-use real estate in key urban markets in the United States. For more information, please visit www.forestcity.net.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication, including, without limitation, statements regarding the proposed acquisition of Forest City by an entity affiliated with a Brookfield real estate investment fund (the "proposed transaction"), plans and objectives, and management's beliefs, expectations or opinions, may contain forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to future, not past, events and often address expected future actions and expected future business and financial performance. Forward-looking statements may be identified by the use of words such as "potential," "expect," "intend," "plan," "may," "subject to," "continues," "if" and similar words and phrases. These forward-looking statements are not guarantees of future events and involve risks, uncertainties and assumptions that are difficult to predict.

Actual results, developments and business decisions may differ materially from those expressed or implied in forward-looking statements as a result of factors, risks and uncertainties over many of which Forest City has no control. These factors, risks and uncertainties include, but are not limited to, the following: (1) the conditions to the completion of the proposed transaction potentially not being satisfied; (2) the parties' ability to meet expectations regarding the timing of the proposed transaction; (3) the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction agreement between the parties to the proposed transaction; (4) the effect of the announcement or pendency of the proposed transaction on business relationships, operating results, and business generally; (5) risks that the proposed transaction disrupts current plans and operations and potential difficulties in employee retention as a result of the proposed transaction; (6) risks related to diverting management's attention from ongoing business operations; (7) the outcome of any legal proceedings that have or may be instituted related to the proposed transaction or the transaction agreement between the parties to the proposed transaction; (8) the amount of the costs, fees, expenses and other charges related to the proposed transaction; (9) general economic conditions, particularly those in the real estate development and property sectors; (10) stock trading prices; and (11) other factors discussed from time to time in the reports of Forest City filed with the SEC, including the factors discussed in Item 1A of Forest City's most recent Annual Report on Form 10-K as filed with the SEC on February 22, 2018, which are available free of charge at http://www.sec.gov. 

Forward-looking statements reflect the views and assumptions of management as of the date of this communication with respect to future events. Forest City does not undertake, and hereby disclaims, any obligation, unless required to do so by applicable laws, to update any forward-looking statements as a result of new information, future events or other factors. The inclusion of any statement in this communication does not constitute an admission by Forest City or any other person that the events or circumstances described in such statement are material.

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SOURCE Forest City Realty Trust, Inc.

Forest City Contacts: Mike Lonsway, Executive Vice President - Planning, (216) 416-3325, Jeff Linton, Senior Vice President - Corporate Communication, (216) 416-3558