X0206 3 2013-11-01 0 0001496048 General Growth Properties, Inc. GGP 0001362558 Abu Dhabi Investment Authority 211 CORNICHE STREET PO BOX 3600 EMIRATE OF ABU DHABI C0 3600 UNITED ARAB EMIRATES 0 0 1 0 0001591751 Revere Holdings Ltd ZEPHYR HOUSE 122 MARY STREET, PO BOX 709 GRAND CAYMAN E9 KY1-1107 CAYMAN ISLANDS 0 0 1 0 Common Stock 29854451 D Warrants to acquire Common Stock 9.4061 2010-11-09 2017-11-09 Common Stock 6342880 D Revere Holdings Limited ("Revere") directly holds 29,721,074 shares of common stock, par value $0.01 per share (the "Common Stock"), of General Growth Properties, Inc. (the "Issuer") and 5,549,326 warrants representing the right to acquire 6,342,880 shares of Common Stock (collectively, the "Revere Shares"). The Abu Dhabi Investment Authority ("ADIA" and, together with Revere, the "Reporting Persons") is the sole owner of Revere and therefore may also be deemed to beneficially own the Revere Shares. In addition, ADIA may be deemed to beneficially own an aggregate of 133,377 shares of Common Stock that have been purchased for the account of ADIA by various external investment managers (collectively, the "Managed Shares"). Because of the relationship between Revere and ADIA, Revere may also be deemed to have beneficial ownership of the Managed Shares. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. Each warrant currently entitles the holder to purchase 1.143 shares of Common Stock at an exercise price of $9.4061 per share. The exercise price and the number of shares of Common Stock issuable upon exercise of the warrants continue to be subject to adjustments as provided in the warrant agreement, dated as of November 9, 2010, by and among Mellon Investor Services LLC, as warrant agent, and the Issuer. /s/ Khaled Al Khoori, Authorized Signatory of Abu Dhabi Investment Authority 2013-11-12 /s/ Majed Al Romaithi, Authorized Signatory of Abu Dhabi Investment Authority 2013-11-12 /s/ Khaled Al Khajeh, Authorized Signatory of Revere Holdings Limited 2013-11-12 /s/ Thomas Arnold, Authorized Signatory of Revere Holdings Limited 2013-11-12