UNDERWRITING AGREEMENT (Common Stock) Dated September 19, 2012 among SIMON PROPERTY GROUP, INC. and SIMON PROPERTY GROUP, L.P. and THE MELVIN SIMON FAMILY ENTERPRISES TRUST and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as UnderwriterUnderwriting Agreement • September 21st, 2012 • Simon Property Group Inc /De/ • Real estate investment trusts • New York
Simon Property Group, Inc., a Delaware corporation (the “Company”), Simon Property Group, L.P., a Delaware limited partnership (the “Operating Partnership”), and The Melvin Simon Family Enterprises Trust, a trust created under an agreement originally dated October 28, 1990, as amended and restated (the “Trust Agreement”) (the “Selling Shareholder”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Underwriter”) with respect to the sale by the Selling Shareholder and the purchase by the Underwriter of 5,873,620 shares of the Company’s common stock, par value of $.0001 per share (the “Common Stock”) (said shares to be sold by the Selling Shareholder being herein referred to as the “Securities”).
