General Growth backs new Brookfield plan over Simon offer, source says

General Growth Properties Inc. plans to back a revised bankruptcy exit plan proposed by Brookfield Asset Management Inc.
over a competing offer by Simon Property Group Inc., said a person with knowledge of the decision.

Brookfield and its partners, Fairholme Capital Management LLC and Pershing Square Capital Management LP, proposed changing
their bid to receive fewer stock warrants once the deal is approved by the bankruptcy court, said the person, who asked not
to be named because the talks are private. That would make it less expensive for another bidder such as Simon to make a new
offer for the company.

Brookfield and Simon, the largest U.S. shopping mall owner, have been competing since February, after General Growth turned
down a $10 billion takeover offer from Simon. It instead backed an investment plan led by Brookfield that would keep the company
independent. Simon last month countered with a proposal that matches Brookfield’s terms while omitting a provision that
would require General Growth to issue stock warrants.

A bankruptcy court hearing on General Growth’s auction process is scheduled for May 5. The hearing was pushed back
from last week while Chicago-based General Growth, the No. 2 U.S. mall owner, considered the competing proposals.

Under the revised plan, Brookfield and its partners would get 40 percent of the 120 million warrants they’re seeking
once their proposal receives court approval. They would receive 20 percent more after 60 days, and the remainder over the
course of a year, vesting daily, according to the person. Staggering the warrants would reduce the extra price Simon would
have to pay should it make another offer for the company.

David Keating, a General Growth spokesman, said he had no immediate comment. Les Morris, a spokesman for Indianapolis-based
Simon, also said he had no comment. Katherine Vyse, a spokeswoman for Brookfield in Toronto, didn’t immediately return
a telephone call seeking comment.

Simon estimates the 120 million warrants could cost General Growth shareholders $895 million, while General Growth has put
their value at about $519 million. Simon CEO David Simon said last week that the warrants would make General Growth “too
expensive” to purchase.

“To the extent that the Brookfield plan gets done, and the warrants get implemented, we will not participate in the
auction that the company is going to ultimately run in bankruptcy,” Simon said in an April 27 interview.

Under the revised plan, Brookfield and Pershing Square also are committing to a $500 million increase in their equity investment,
should it be needed, said the person familiar with the plan. The Brookfield-led group also would provide a $1.5 billion debt
commitment if it’s needed, the person said.

Brookfield and its partners also have their warrants replaced, once the deal is completed, with ones to buy shares of a newly
formed General Growth Properties at $10.50 each, the person said. Under the previous plan, the price was $10 each.

General Growth filed the largest real estate bankruptcy in U.S. history in April 2009 after amassing $27 billion in debt
making acquisitions. Its properties include New York’s South Street Seaport, Boston’s Faneuil Hall and the Grand
Canal Shoppes and Fashion Show in Las Vegas.