X0306 4 2013-12-09 0 0001496048 General Growth Properties, Inc. GGP 0001362558 Abu Dhabi Investment Authority P.O. 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 2013-12-09 4 P 0 2568934 21.17 A 38766821 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 5,549,327 warrants representing the right to acquire 6,343,436 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 directly holds 350,000 shares of Common Stock (the "ADIA Shares") and may be deemed to beneficially own an aggregate of 2,352,311 additional 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 ADIA Shares and 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. The number of shares of Common Stock reported represents an aggregate number of shares of Common Stock purchased in multiple open market transactions over a range of sale prices. The price reported represents the weighted average price. Sale prices ranged from $21.16 to $21.21 per share of Common Stock, inclusive. ADIA and Revere undertake to provide the staff of the Securities and Exchange Commission, the Issuer or a stockholder of the Issuer, upon request, the number of shares of Common Stock purchased by ADIA and by various external investment managers for the account of ADIA at each separate price within the range. /s/ Helal Al Mazrouei, Authorized Signatory of Abu Dhabi Investment Authority 2013-12-11 /s/ Khaled Al Khoori, Authorized Signatory of Abu Dhabi Investment Authority 2013-12-11 /s/ Helal Al Mazrouei, Authorized Signatory of Revere Holdings Limited 2013-12-11 /s/ Thomas Arnold, Authorized Signatory of Revere Holdings Limited 2013-12-11