SIMON PROPERTY GROUP INC DE

RESOLUTIONS OF THE

BOARD OF DIRECTORS OF

Adopted on March 20, 2025

Redomestication of the Company to the State of Indiana by Conversion

WHEREAS, as part of their ongoing oversight, direction, and management of the business of Simon Property Group, Inc. (the“Company”), the Board of Directors of the Company (the“Board”) and management have thoroughly discussed, at several Board meetings (including meetings of committee thereof), the issue of the Company’s jurisdiction of incorporation; and

WHEREAS, after considering other jurisdictions of incorporation, the Board decided to focus on Delaware and Indiana and evaluate redomesticating the Company from the State of Delaware to the State of Indiana by the conversion of the Company from a corporation organized under the laws of the State of Delaware to a corporation organized under the laws of the State of Indiana, pursuant to and in accordance with Section 266 of the General Corporation Law of the State of Delaware, as amended (the“DGCL”), Sections 23-0.6-5-1 to -6 of the Indiana Code, as amended (the“Indiana Code”), and the proposed Plan of Conversion (the“Plan of Conversion”), in substantially the form attached hereto as Exhibit A (such conversion, the“Redomestication”); and

WHEREAS, pursuant to and in accordance with the powers granted to it under its charter, Governance and Nominating Committee of the Board (the“Governance Committee”), which is comprised solely of independent directors as determined under the rules of the New York Stock Exchange (“NYSE”) and Securities and Exchange Commission (“SEC”), elected to investigate and consider the advantages and disadvantages of redomesticating the Company from the State of Delaware to the State of Indiana and report back to the Board with a recommendation; and

WHEREAS, after investigating and considering the advantages, disadvantages, benefits, and detriments of redomesticating the Company from the State of Delaware, at a meeting of the Governance Committee held on March 20, 2025, the Governance Committee adopted resolutions determining that redomestication of the Company to Indiana is in the best interests of the Company and its stockholders, and that the Board should submit the redomestication for approval and adoption by the stockholders of the Company at the Company’s 2025 annual meeting of stockholders (the“2025 Annual Meeting”) and recommending to the Board that (i) the Board and management take all necessary and appropriate steps to implement the Governance Committee’s determination consistent with legal obligations; and (ii) the Board recommend that stockholders vote for redomestication based on the Governance Committee’s determination that redomesticating to Indiana is in the best interests of the Company and all of its stockholders; and

WHEREAS, the Governance Committee has delivered its report, dated as of March 20, 2025, (the“Governance Committee Report”) regarding its determination that redomestication of the Company to Indiana is in the best interests of the Company and all of its stockholders, and that the Board should submit the redomestication for approval and adoption by the stockholders of the Company at the 2025 Annual Meeting;

WHEREAS, the Board has evaluated a number of factors in reaching a decision regarding the Company’s jurisdiction of incorporation, including possible negative impacts from a potential redomestication, meaningful differences in corporate law between Delaware and Indiana, and implications to the Company’s stockholders for economic, governance, and litigation rights, as well as the other factors and considerations reflected in the draft management proposal (the“Redomestication Proposal”)** **attached hereto as Exhibit B to be included in the Company’s proxy statement for the 2025 Annual Meeting; and

WHEREAS, through the adoption of the Plan of Conversion, upon the effective time of the Redomestication, the Company will cease to be governed by the laws of the State of Delaware and its existing

A

amended and restated certificate of incorporation and amended and restated bylaws and will become a corporation governed by the laws of the State of Indiana (the“Indiana Corporation”) as well as by the proposed Indiana articles of incorporation (the“Indiana Charter”) and the proposed Indiana bylaws (the“Indiana Bylaws,” and, together with the Indiana Charter, the“Indiana Organizational Documents”), substantially in the forms included as Exhibit C and Exhibit D, respectively; and

WHEREAS, upon receipt of stockholder approval of the Redomestication Proposal and the Redomestication (including the Plan of Conversion and Indiana Organizational Documents) and these resolutions approving the Redomestication at the 2025 Annual Meeting, the Redomestication will become effective at the date and time (the“Effective Time”) specified in each of (i) the articles of domestication meeting the requirements of Section 23-0.6-5-5 of the Indiana Code (the“Articles of Domestication”) to be properly executed and filed in accordance with such section, and (ii) a certificate of conversion meeting the requirements of Section 266 of the DGCL (the“Certificate of Conversion”) to be properly executed and filed in accordance with such section; and

WHEREAS, at the Effective Time, (i) each share of Common Stock, par value $0.0001 per share (“Common Stock”), of the Company issued and outstanding or held in treasury immediately prior to the Effective Time will be automatically converted into one share of the Common Stock, par value $0.0001 per share, of the Indiana Corporation; (ii) each share of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), of the Company issued and outstanding or held in treasury immediately prior to the Effective Time will be automatically converted into one share of the Class B Common Stock, par value $0.0001 per share, of the Indiana Corporation; and (iii) each share of 83/8% Series J Cumulative Redeemable Preferred Stock, par value $0.0001 per share (“Series J Preferred Stock”), of the Company issued and outstanding or held in treasury immediately prior to the Effective Time will be automatically converted into one share of 83/8% Series J Cumulative Redeemable Preferred Stock, par value $0.0001 per share, of the Indiana Corporation; and

WHEREAS, the Board has reviewed and considered the Governance Committee Report, the Governance Committee’s recommendations, the Redomestication, the Plan of Conversion, the Indiana Organizational Documents, including a comparison to the Company’s current amended and restated certificate of incorporation and bylaws, and the factors and considerations reflected in the Redomestication Proposal, and has determined that approving and effecting the Redomestication and approving and adopting the Plan of Conversion and the Indiana Organizational Documents are in the best interests of the Company and its stockholders.

NOW, THEREFORE, BE IT RESOLVED, that, in accordance with and in consideration of the recommendation of the Governance Committee, the Board, by unanimous vote of the directors, hereby (i) determines that the Redomestication, the Plan of Conversion, and the Indiana Organizational Documents are in the best interests of the Company and its stockholders, and (ii) approves and adopts the Redomestication, the Plan of Conversion, and the Indiana Organizational Documents.

RESOLVED FURTHER, that the form, terms, provisions, and conditions of the Plan of Conversion be, and the same hereby are, in all respects approved and adopted.

RESOLVED FURTHER, that the Board hereby directs that the Redomestication (including the Plan of Conversion and Indiana Organizational Documents) and these resolutions approving the Redomestication (the“Redomestication Board Resolutions”) be submitted for approval and adoption, respectively, by the stockholders of the Company at the Company’s 2025 Annual Meeting, which approval and adoption shall require the affirmative vote of a majority of the outstanding shares of stock of the Company entitled to vote thereon in accordance with Section 266 of the DGCL.

RESOLVED FURTHER, that, in accordance with the foregoing resolutions, each of the Authorized Officers (hereinafter defined) be, and each of them hereby is, authorized, empowered, and directed to (i) include the Redomestication Proposal, including without limitation, the Redomestication (including the Plan of Conversion and the Indiana Organizational Documents) and the Redomestication Board Resolutions in the Company’s proxy materials for the 2025 Annual Meeting, and (ii) solicit proxies on behalf of the Board from the Company’s stockholders authorizing the persons named in such proxies to vote their shares of the Company’s stock in favor of the Redomestication Proposal, including without

limitation, the Redomestication (including the Plan of Conversion and the Indiana Organizational Documents) and the Redomestication Board Resolutions, at the 2025 Annual Meeting.

RESOLVED FURTHER, that the Board, by the unanimous vote of the directors, hereby recommends a vote“FOR” the Redomestication Proposal, including, without limitation, the Redomestication (including the Plan of Conversion and the Indiana Organizational Documents) and the Redomestication Board Resolutions, and that the Company’s stockholders approve the Redomestication (including the Plan of Conversion and the Indiana Organizational Documents) and adopt the Redomestication Board Resolutions at the 2025 Annual Meeting.

RESOLVED FURTHER, that upon receipt of stockholder approval of the Redomestication Proposal, including, without limitation, the approval of the Redomestication (including the Plan of Conversion and the Indiana Organizational Documents) and the adoption of the Redomestication Board Resolutions, at the 2025 Annual Meeting, each of the Chief Financial Officer and General Counsel and Corporate Secretary of the Company and each of their respective designees (each such person, an“Authorized Officer”) be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Company and without further action from the Board, to prepare, execute, file, and deliver all agreements, documents, notices, certificates, consents, approvals, or other instruments and take all such actions that such Authorized Officer deems necessary, desirable, or appropriate in order to perform the Company’s obligations under the Plan of Conversion and to consummate the Redomestication, including, without limitation, (i) the execution and filing of (A) the Articles of Domestication with the Secretary of State of the State of Indiana, (B) the Certificate of Conversion with the Secretary of State of the State of Delaware, and (C) the Indiana Charter with the Secretary of State of the State of Indiana; (ii) the filing of the annual franchise tax reports required by the Secretary of State of the State of Delaware and the payment of the applicable franchise taxes; (iii) the payment of any fees that may be necessary in connection with the Redomestication; (iv) the submission of all required notifications to the NYSE or any other applicable stock exchange; and (v) the filing of Current Reports on Form 8-K with the SEC and any other regulatory filings that may be necessary, desirable, or appropriate in connection with the Redomestication.

RESOLVED FURTHER, that, in accordance with the Plan of Conversion, from and after the Effective Time, the board of directors of the Indiana Corporation shall consist of the same directors as the Board immediately prior to the Effective Time, to serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation, or removal.

RESOLVED FURTHER, that, in accordance with the Plan of Conversion, from and after the Effective Time, David Simon shall continue to serve as the Chairman of the board of directors of the Indiana Corporation and Larry C. Glasscock shall continue to serve as Lead Independent Director of the board of directors of the Indiana Corporation, in each case until a successor has been duly elected or appointed and qualified or until his earlier death, resignation or removal.

RESOLVED FURTHER, that effective as of the Effective Time, each committee of the Board as of immediately prior to the Effective Time shall be, from and after the Effective Time, constituted as a committee of the board of directors of the Indiana Corporation on the same terms and with the same powers and authority of the Board as of immediately prior to the Effective Time, and the members of each committee of the Board as of immediately prior to the Effective Time shall be, from and after the Effective Time, the members of each such committee of the board of directors of the Indiana Corporation, to serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation, or removal.

RESOLVED FURTHER, that, notwithstanding approval by the stockholders of the Company at the 2025 Annual Meeting of the Redomestication (including the Plan of Conversion and the Indiana Organizational Documents) and the adoption of these resolutions, the Board may, at any time prior to the Effective Time, abandon the Redomestication and the Plan of Conversion without further action by the stockholders of the Company.

RESOLVED FURTHER, that pursuant to the Plan of Conversion, at the Effective Time, any outstanding stock certificates that immediately prior to the Effective Time represented issued and outstanding shares of Common Stock, Class B Common Stock, and Series J Preferred Stock of the Company shall be deemed for all purposes to evidence ownership of and to represent the respective shares of Common Stock, Class B Common Stock, and Series J Preferred Stock, respectively, of the Indiana Corporation into which the shares represented by such certificates are converted pursuant to the Plan of Conversion.

RESOLVED FURTHER, that notwithstanding the foregoing resolutions, any shares of Common Stock, Class B Common Stock, or Series J Preferred Stock of the Indiana Corporation may be issued as uncertificated shares in book-entry form, whether upon original issuance, re-issuance, or subsequent transfer.

General Authorizations

BE IT RESOLVED, that in addition to the specific authorizations set forth in any of the foregoing resolutions, each of the Authorized Officers is hereby authorized, empowered, and directed, in the name and on behalf of the Company and without further action from the Board, to prepare or cause to be prepared, execute, deliver, and file any and all agreements, instruments, or documents, perform all acts, do all things, and pay or cause to be paid all liabilities, fees, expenses, and costs such Authorized Officer deems necessary, desirable, or appropriate to consummate, effectuate, carry out, or further the transactions contemplated by and the intent and purposes of the foregoing resolutions.

RESOLVED FURTHER, that the Authorized Officers be, and each of them hereby is, authorized and directed, in the name and on behalf of the Company, to take any steps in connection with initiating or defending legal proceedings in any federal, state, or foreign court or governmental agency that may be necessary, desirable, or advisable in connection with the Redomestication or any of the other transactions contemplated by the foregoing resolutions and to execute any and all further instruments or any amendments thereto and to effect all necessary filings or any amendments thereto with any and all appropriate federal, state, and foreign courts or regulatory authorities.

RESOLVED FURTHER, that each of the Authorized Officers is hereby authorized and empowered, in the name and on behalf of the Company and without further action from the Board, to delegate such Authorized Officer’s authority granted by these resolutions to one or more attorneys-in-fact or agents acting for such Authorized Officer.

RESOLVED FURTHER, that any and all acts or things done by any officer or director of the Company, including any member of the Governance Committee, prior to the adoption of these resolutions that if done after the date hereof would be authorized or contemplated by, or in furtherance of, such resolutions be, and each and all of said acts and things hereby are, expressly and in all respects authorized, approved, adopted, ratified, and confirmed.