SIMON PROPERTY GROUP INC DE

Regulatory Matters

In connection with the Redomestication, the Company intends to make filings with the Office of the Secretary of State of Indiana and the Office of the Secretary of State of Delaware and does not anticipate making any other filings to effect the Redomestication (other than filings of a ministerial nature to reflect the effect of the Redomestication). Nonetheless, we may face legal challenges to the Redomestication, including, among others, shareholder challenges under Delaware law, arising from the Redomestication.

Appraisal Rights

Holders of our Delaware Corporation Common Stock and Delaware Corporation Series J Preferred Stock are not entitled to appraisal by the Delaware Court of Chancery of the fair value of their shares of stock with respect to the Redomestication described in this Proposal 4.

If the Redomestication is completed, holders of record and beneficial owners of our Delaware Corporation Class B Common Stock who (1) hold such shares on the date of the making of a demand pursuant to Section 262(d) of the DGCL and do not vote in favor of the approval of the Redomestication and the adoption of the Redomestication Resolution or consent thereto in writing; (2) properly demand appraisal of their shares; (3) continuously hold their shares through the Effective Time; (4) otherwise comply with the procedures of Section 262 of the DGCL (“Section 262”); and (5) do not withdraw their demands or otherwise lose their rights to appraisal shall, subject to the conditions thereof, be entitled to an appraisal by the Delaware Court of Chancery of the fair value of their shares of stock in connection with the Redomestication under Section 262.

As of March 17, 2025, we had one (1) holder of record of our Delaware Corporation Class B Common Stock (the “Class B Holder”) and 8,000 shares of our Delaware Corporation Class B Common Stock outstanding.

The Class B Holder will vote “FOR” Proposal 4 and has irrevocably waived any and all of its notice and appraisal rights pursuant to Section 262 related to the Redomestication Transaction.

Interest of Certain Persons

Our Board and G&N Committee believe that the corporate laws of the State of Delaware and the State of Indiana are, taken as a whole, substantially equivalent as to the rights of shareholders, at least on balance of the relevant considerations against one another and as relevant to the Company. As part of its process, the Board and G&N Committee considered if redomesticating from the State of Delaware to the State of Indiana would convey any non-ratable benefits on any of the Company’s directors or officers and did not identify any such non-ratable benefits. However, others may allege, and shareholders should be aware in voting on the Redomestication Proposal, that our directors and executive officers may be considered to have interests in the Redomestication that are different from, or in addition to, the interests of the shareholders generally. In this regard, it may be alleged that the executive officers of the Company may have an interest in the Redomestication by virtue of future decisions about compensation and the fact that such compensation decisions would be governed by Indiana law. The Company cautions that such allegations may be made in connection with this proposal, and cautions shareholders to take such allegations into account in deciding how to vote on the Redomestication Proposal. Our Board and G&N Committee have considered these potential interests, among other matters, in reaching the decision to approve the Redomestication and to recommend that our shareholders vote in favor of this proposal.

Vote Required

Assuming a quorum is present, the Redomestication Proposal will be approved if a majority of the voting power of our outstanding shares of stock entitled to vote thereon, voting together as a single class, is voted “FOR” the proposal (i.e., for the approval of the Redomestication and the adoption of the Redomestication Resolution). Brokers will not have discretionary voting authority with respect to shares held in street name for their clients. Abstentions and broker non-votes, if any, will have the same effect as a vote against the proposal.

Effect of Not Obtaining the Required Vote for Approval

If the Redomestication Proposal fails to obtain the requisite vote for approval, the Redomestication will not be consummated, and the Company’s domicile will be unchanged by this vote.