DESCRIPTION OF EACH REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
SIMON PROPERTY GROUP, INC.
As of December 31, 2020, Simon Property Group, Inc. had the two following classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) our common stock, $0.0001 par value per share (“common stock”) and (ii) our Series J 8⅜% Cumulative Redeemable Preferred Stock, $0.0001 par value per share (“Series J Preferred Stock”).
The following descriptions are summaries and do not purport to be complete. The descriptions are subject to and qualified in their entirety by reference to our restated certificate of incorporation (the “charter”), our amended and restated by-laws (the “by-laws”) and the certificate of designations for the Series J Preferred Stock (the “Certificate of Designations”), each of which is incorporated by reference as an exhibit to our Annual Report on Form 10-K of which this Exhibit is a part, and certain provisions of the Delaware General Corporation Law.
References in the discussion under the caption “Simon Property Group, Inc.” to “Simon,” “we,” “our” and “us” and similar references mean Simon Property Group, Inc. excluding, unless the context otherwise requires or otherwise expressly stated, its subsidiaries.
DESCRIPTION OF CAPITAL STOCK
Authorized Capital Stock
We have the authority to issue 850,000,000 shares of capital stock, par value $0.0001 per share, consisting of the following:
· 511,990,000 shares of common stock,
· 10,000 shares of Class B common stock,
· 100,000,000 shares of preferred stock, and
· 238,000,000 shares of excess common stock, or Excess Stock.
Common Stock and Class B Common Stock
Terms of Common Stock
As of December 31, 2020, there were 342,849,037 shares of common stock outstanding, which excludes the outstanding shares of Class B common stock described below and the shares of common stock held in treasury. The holders of shares of common stock:
· are entitled to one vote per share on all matters to be voted on by stockholders, other than the election of four directors who are elected exclusively by holders of Class B common stock;