Simon Property Group Board Of Directors Approves Spin-off Of Washington Prime Group

INDIANAPOLIS, May 8, 2014 /PRNewswire/ — Simon Property Group, Inc. (NYSE:SPG)
(“Simon”) today announced that its Board of Directors has declared the
distribution of all of the common shares of Washington Prime Group Inc.
(“Washington Prime”) to its stockholders. Following the distribution, Washington
Prime will be an independent, publicly-traded company listed on the New York
Stock Exchange (“NYSE”) under the symbol “WPG”. Simon common stock will continue
to trade on the NYSE under the ticker symbol “SPG”.

The distribution of Washington Prime common shares is expected to occur on May
28, 2014 by way of a pro rata special dividend to Simon stockholders. Each Simon
stockholder will be entitled to receive one Washington Prime common share for
every two shares of Simon common stock held as of the close of business on May
16, 2014, the record date for the distribution. Fractional shares of Washington
Prime will not be distributed, and instead Simon stockholders will receive cash
in lieu of any fractional shares they would otherwise be entitled to receive in
the distribution. Simon stockholders are not required to take any action to
receive Washington Prime common shares in the distribution, and they will not be
required to surrender or exchange their Simon shares.

Persons who hold common limited partnership interests in Simon’s subsidiary
operating partnership, Simon Property Group, L.P., will be entitled to receive
one unit of limited partnership interest in Washington Prime’s subsidiary
operating partnership, Washington Prime Group, L.P., for every two units owned
in Simon Property Group, L.P. Limited partners of Simon Property Group, L.P.
will receive cash in lieu of any fractional units of Washington Prime Group,
L.P.

The distribution is intended to qualify as tax-free for U.S. federal income tax
purposes. However, cash received by Simon stockholders in lieu of fractional
common shares of Washington Prime may be taxable to such holders. Washington
Prime intends to elect and qualify to be taxed as a real estate investment trust
for U.S. federal income tax purposes.

The completion of the spin-off is subject to certain conditions including,
without limitation, the Securities and Exchange Commission (the “SEC”) declaring
effective Washington Prime’s Registration Statement on Form 10 (“Form 10”),
Washington Prime’s common stock being accepted for listing on the NYSE and other
conditions set forth in the Separation and Distribution Agreement filed as an
exhibit to the Form 10.

BofA Merrill Lynch and Goldman, Sachs & Co. are serving as exclusive financial
advisors and Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Simon
in connection with the spin-off.

Trading of Simon and Washington Prime Common Shares before the Distribution Date

Washington Prime common shares distributed in the distribution will be issued in
book-entry form, which means that no physical share certificates will be issued.

In connection with the distribution, beginning on or shortly before the record
date and continuing up to and including through the distribution date, Simon
expects that there will be three trading markets:

— In the “regular way” market, shares of Simon common stock will trade
with an entitlement to the Washington Prime common shares distributed on
the distribution date under the symbol “SPG”. Holders who sell Simon
common stock in the regular way market on or before the distribution
date will also sell their right to receive Washington Prime common
shares.
— In the “ex-distribution” market, shares of Simon common stock will trade
without the right to the Washington Prime common shares distributed on
the distribution date under the symbol “SPG.WI”. Holders who sell Simon
common stock in the ex-distribution market on or before the distribution
date will retain their right to receive Washington Prime common shares
in the distribution.
— In the “when-issued” market, the right to receive Washington Prime
common shares distributed on the distribution date will trade under the
symbol “WPG.WI”. Holders who sell the right to Washington Prime common
shares in the when-issued market on or before the distribution date will
retain their shares of Simon common stock.
Simon anticipates that “regular-way” trading of Washington Prime common shares
under the symbol “WPG” will begin on the first trading day following the
distribution date, which is expected to be May 28, 2014.

Simon stockholders are encouraged to consult their financial advisors and tax
advisors regarding the particular consequences of the distribution in their
situation, including, without limitation, the specific implications of selling
Simon common stock on or prior to the distribution date and the applicability
and effect of any U.S. federal, state, local and foreign tax laws.

Supplemental Materials and Website
Supplemental information on the transaction, including Washington Prime’s most
recent amendment to its Form 10, is available at investors.simon.com. This press
release will also be furnished to the SEC in a current report on Form 8-K.
Shortly after the record date for the distribution, Simon expects to mail an
information statement to all Simon stockholders entitled to receive the
distribution of Washington Prime common shares. The information statement is an
exhibit to the Form 10 and will describe Washington Prime, including risks of
owning Washington Prime common shares and other details regarding the separation
and distribution.

We routinely post important information online at our investor relations
website, investors.simon.com. We use this website, press releases, SEC filings,
quarterly conference calls, presentations and webcasts to disclose material,
non-public information in accordance with Regulation FD. We encourage members of
the investment community to monitor these distribution channels for material
disclosures. Any information accessed through our website is not incorporated by
reference into, and is not a part of, this document.

Forward-Looking Statements
Statements in this presentation that are not historical may be deemed
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. Although Simon believes that the expectations
reflected in any forward-looking statements are based on reasonable assumptions,
it can give no assurance that these expectations will be attained and it is
possible that actual results may differ materially from those indicated by these
forward-looking statements due to a variety of risks and uncertainties. Such
factors include, but are not limited to: uncertainties as to the timing of the
spin-off distribution and whether it will be completed, the possibility that
various closing conditions for the spin-off distribution may not be satisfied or
waived, the expected tax treatment of the distribution, the possibility that
third party consents required to transfer certain properties in the distribution
will not be received, the impact of the separation and distribution on the
businesses of Simon and Washington Prime, Simon’s ability to meet debt service
requirements, the availability and terms of financing, changes in Simon’s credit
rating, changes in market rates of interest and foreign exchange rates for
foreign currencies, changes in the value of investments in foreign entities, the
ability to hedge interest rate risk, risks associated with the acquisition,
development, expansion, leasing and management of properties, general risks
related to retail real estate, the liquidity of real estate investments,
environmental liabilities, international, national, regional and local economic
climates, changes in market rental rates, trends in the retail industry,
relationships with anchor tenants, the inability to collect rent due to the
bankruptcy or insolvency of tenants or otherwise, risks relating to joint
venture properties, costs of common area maintenance, competitive market forces,
risks related to international activities, insurance costs and coverage,
terrorist activities, changes in economic and market conditions and maintenance
of the Company’s status as a real estate investment trust. Simon discusses these
and other risks and uncertainties under the heading “Risk Factors” in its annual
and quarterly periodic reports filed with the SEC. Additional risk factors can
be found in Washington Prime’s Registration Statement on Form 10, as amended
from time to time, and filed with the SEC. Simon and Washington Prime undertake
no duty or obligation to update or revise these forward-looking statements,
whether as a result of new information, future developments, or otherwise.

About Simon Property Group
Simon Property Group, Inc. (NYSE: SPG) is an S&P 100 company and a global leader
in the retail real estate industry. We currently own or have an interest in more
than 325 retail real estate properties in North America, Asia and Europe
comprising approximately 242 million square feet. We are headquartered in
Indianapolis, Indiana and employ approximately 5,500 people in the U.S. For more
information, visit simon.com.

About Washington Prime
Washington Prime Group Inc. will own or have an interest in 54 strip centers and
44 smaller enclosed malls across the United States, comprising approximately 53
million square feet. For more information, visit washingtonprime.com.

SOURCE Simon Property Group, Inc.

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