UNDERWRITING AGREEMENT (Common Stock) Dated as of March 8, 2012 among SIMON PROPERTY GROUP, INC. and SIMON PROPERTY GROUP, L.P. and J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and GOLDMAN, SACHS & CO. as RepresentativesUnderwriting Agreement • March 14th, 2012 • Simon Property Group Inc /De/ • Real estate investment trusts • New York
Simon Property Group, Inc., a Delaware corporation (the “Company”), and Simon Property Group, L.P., a Delaware limited partnership (the “Operating Partnership”), confirm their respective agreements with J.P. Morgan Securities LLC (“J.P. Morgan”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Goldman, Sachs & Co. (“Goldman Sachs”) and each of the Underwriters named in Schedule 1 hereto (collectively, the “Underwriters,” which term shall also include any Underwriter substituted as hereinafter provided in Section 10 hereof), for whom J.P. Morgan, Merrill Lynch and Goldman Sachs are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers set forth in said Schedule 1 of 8,500,000 shares of the Company’s common stock, par value of $.0001 per share (the “Common Stock”) (said shares to be issued and sold by t
