Mills Corporation Board Resolution Increasing Ownership Limit in Certificate of Incorporation

Summary

The Board of Directors of The Mills Corporation has approved a resolution to increase the maximum percentage of company stock that any person (other than existing holders) may own. The ownership limit, previously set at 5%, is now raised to 9.225% of the value of the outstanding capital stock. This change is made in accordance with the company's Certificate of Incorporation, which allows the Board to adjust this limit. The resolution is effective upon adoption by the Board.

EX-4.1 2 w48454ex4-1.txt RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS 1 EXHIBIT 4.1 THE MILLS CORPORATION RESOLUTIONS OF THE BOARD OF DIRECTORS RESOLUTION NO. 01-__: INCREASE OF OWNERSHIP LIMIT IN THE CERTIFICATE OF INCORPORATION WHEREAS, Article XII of the Corporation's Amended and Restated Certificate of Incorporation, as amended (the "CHARTER") contains a restriction prohibiting any Person other than an Existing Holder (capitalized terms not defined herein having the meanings set forth in the Charter) from acquiring any shares of capital stock of the Corporation if, as a result of such acquisition, such Person shall Beneficially Own more than a specified percentage (currently set at 5.0%) of the value of the outstanding capital stock (the "OWNERSHIP LIMIT"); WHEREAS, pursuant to Section 12.9 of the Charter, the Board of Directors may increase the Ownership Limit; NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby authorizes and approves an increase in the Ownership Limit to 9.225% of the value of the outstanding capital stock of the Corporation.