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«6FEB201308530738 GENERAL GROWTH PROPERTIES, INC. 110 North Wacker Drive Chicago, Illinois 60606 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held ...»

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6FEB201308530738

GENERAL GROWTH PROPERTIES, INC.

110 North Wacker Drive

Chicago, Illinois 60606

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held April 16, 2015

To our Stockholders:

The 2015 Annual Meeting of Stockholders of General Growth Properties, Inc. will be held on

April 16, 2015 at 9:00 a.m. local time at our principal executive offices located at 110 North Wacker Drive, Chicago, Illinois 60606. At the meeting, our stockholders will consider the following items of

business:

1. To elect nine directors to serve until the 2016 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;

2. To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2015;

3. To approve, on an advisory basis, the compensation paid to the named executive officers;

4. To consider a shareholder proposal on a policy that a significant portion of future stock option grants to senior executives be performance-based; and

5. To transact other business properly coming before the meeting.

Each of these matters is described in further detail in the attached proxy statement. Only stockholders of record at the close of business on February 17, 2015 are entitled to vote at the meeting or any postponement or adjournment of the meeting. A complete list of these stockholders will be available at our principal executive offices prior to the meeting.

We are pleased to take advantage of the Securities and Exchange Commission rules that allow us to furnish proxy materials to you on the Internet. These rules allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting.

By order of the Board of Directors, Chicago, Illinois March 5, 2015 11MAR201110010609 Sandeep Mathrani Chief Executive Officer Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on April 16, 2015 The proxy statement and annual report to stockholders and the means to vote by Internet are available at www.ProxyVote.com.

Your Vote Is Important Please use this opportunity to take part in our governance by voting your shares. Whether or not you plan to attend the meeting, please vote as promptly as possiblein accordance with the instructions set forth in the attached proxy statement and related material.

Only persons with an admission ticket or evidence of stock ownership or who are guests of the Company may attend and be admitted to the meeting. Photo identification will be required, such as a valid driver’s license or passport.

• If your shares are registered in your name, you must bring an admission ticket provided by us.

Instructions regarding how to obtain an admission ticket are set forth in the attached proxy statement.

• If your shares are registered in the name of a broker or other nominee, you will need to bring a proxy or a letter from that broker or other nominee or a recent brokerage account statement that confirms that you are the beneficial owner of those shares as of the record date.

If you do not have either an admission ticket or proof that you own shares, you will not be admitted to the meeting. No cameras, recording equipment, electronic devices, large bags or packages will be permitted at the meeting.

Proxy Statement Summary This summary highlights information contained in the proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting of Stockholders When? April 16, 2015 at 9:00 a.m. Central Time Where? 110 North Wacker Drive, Chicago, Illinois 60606 Who? Stockholders of Record on February 17, 2015 Voting Matters and Board Recommendations

–  –  –

1. To elect nine directors to serve until the 2016 Annual Meeting of Stockholders and For until their respective successors are duly elected and qualified

2. To ratify the selection of Deloitte & Touche LLP as our independent registered For public accounting firm for the year ending December 31, 2015

3. To approve, on an advisory basis, the compensation paid to the named executive For officers

4. To consider a shareholder proposal on a policy that a significant portion of future Against stock option grants to senior executives be performance-based Casting your vote

–  –  –

The Board of Directors of General Growth Properties, Inc. is asking for your proxy for use at the annual meeting of our stockholders to be held on April 16, 2015 at 9:00 a.m. Central Time at our principal executive offices located at 110 North Wacker Drive, Chicago, Illinois, and at any postponement or adjournment of the meeting. We are making this proxy statement (the ‘‘Proxy Statement’’) and related material available to our stockholders on or about March 5, 2015. In this Proxy Statement, we refer to General Growth Properties, Inc. as ‘‘GGP,’’ ‘‘we,’’ ‘‘us,’’ ‘‘our’’ or the ‘‘Company’’ and we sometimes refer to our Board of Directors as the ‘‘Board.’’





ABOUT THE MEETING

Why am I receiving these materials?

We are making these materials available to you on the Internet or, upon your request, delivering printed versions of these materials to you by mail, in connection with our Board’s solicitation of proxies for use at our 2015 Annual Meeting of Stockholders (the ‘‘Annual Meeting’’ or the ‘‘meeting’’). These

materials include:

• our Proxy Statement for the Annual Meeting; and

• our 2014 Annual Report to Stockholders, which includes our audited consolidated financial statements.

If you requested printed versions of these materials by mail, these materials also include the proxy card and an admission ticket for the Annual Meeting.

What is a Notice of Internet Availability of Proxy Materials, and can I obtain a printed copy of the proxy materials?

In accordance with the rules of the Securities and Exchange Commission (the ‘‘SEC’’), we are providing access to our proxy materials over the Internet. Accordingly, on or about March 5, 2015, we are mailing to our record and beneficial stockholders a Notice of Internet Availability of Proxy Materials (the ‘‘Notice’’), which contains instructions on how to access our proxy materials over the Internet and vote online. If you received the Notice, you will not receive a printed copy of our proxy materials by mail unless you request one not later than April 2, 2015. If you wish to receive a printed copy of our proxy materials for the Annual Meeting, you should follow the instructions included in the Notice for requesting those materials.

What is the purpose of the Annual Meeting?

At our Annual Meeting, our stockholders will vote upon the matters outlined in the accompanying

notice of meeting, including:

• the election of nine directors to serve until the 2016 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified (see page 7);

• the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2015 (see page 50);

• approval, on an advisory basis, of the compensation paid to the named executive officers (see page 52); and

• a shareholder proposal on a policy that a significant portion of future stock option grants to senior executives be performance-based (see page 53).

Management will report on GGP’s performance during 2014 and respond to appropriate questions from stockholders. In addition, representatives of Deloitte & Touche LLP are expected to be at the Annual Meeting to respond to appropriate questions.

Who is entitled to vote?

The Board has fixed the close of business (Eastern Time) on February 17, 2015 as the record date to determine who is entitled to receive notice of and to vote at the Annual Meeting. There were 885,434,516 shares of common stock, $0.01 par value per share, outstanding on the record date, each entitled to one vote on each proposal to be voted on. Only stockholders of record at the close of business on the record date are entitled to receive notice of and to vote at the Annual Meeting and any and all adjournments or postponements thereof.

What do I need to attend the Annual Meeting?

Only GGP stockholders may attend the Annual Meeting. You will need an admission ticket or other proof of stock ownership to be admitted to the meeting. If you hold shares directly in your name as a stockholder of record and have received a printed copy of our proxy materials, an admission ticket is attached to your printed proxy card. If you plan to attend the meeting, please vote your proxy but retain the admission ticket and bring it with you to the meeting. If you have not received a printed copy of our proxy materials, please request an admission ticket by writing to us at: General Growth Properties, Inc., 110 North Wacker Drive, Chicago, Illinois 60606-1511, Attention: Corporate Secretary.

If your shares are held beneficially in the name of a broker or other nominee, you may obtain admission to the meeting by presenting proof of your ownership of our common stock. For example, you may bring your account statement or a letter from your bank or broker confirming that you owned GGP stock on February 17, 2015, the record date for the meeting. To be able to vote at the meeting, you will need the bank, broker or record holder to give you a proxy.

All stockholders must also present a form of photo identification, such as a valid driver’s license or passport, in order to be admitted to the meeting.

No cameras, recording equipment, electronic devices, large bags or packages will be permitted at the meeting.

What are the Board’s voting recommendations?

The Board of Directors recommends that you vote your shares FOR the election of each of the nominees to the Board (Proposal 1), FOR the ratification of the independent registered public accounting firm (Proposal 2), FOR the approval, on an advisory basis, of the compensation paid to the named executive officers (Proposal 3), and AGAINST the shareholder proposal on a policy that a significant portion of future stock option grants to senior executives be performance-based (Proposal 4).

What happens if additional proposals are presented at the meeting?

Other than the matters described in this Proxy Statement, we do not expect any additional matters to be presented for a vote at the Annual Meeting. If other matters are presented by or at the direction of the Board as permitted by our Bylaws and you vote by proxy, your proxy grants the individuals named as proxy holders the discretion to vote your shares on any additional matters properly presented for a vote at the meeting.

How do I vote my shares?

If you are a ‘‘record’’ holder of our common stock (that is, if you hold your stock in your own name in the Company’s stock records maintained by our transfer agent), you may vote over the Internet by following the instructions included in the Notice, or, if you received a printed copy of our proxy materials, you can also vote by mail or telephone. The Internet and telephone voting facilities for stockholders of record will close at 11:59 p.m. (Eastern Time) on the day before the meeting date.

Please see the Notice of Internet Availability of Proxy Materials or your proxy card for more information. If you sign and return a proxy for your shares, it will be voted as you direct and, if you do not provide direction on a matter to be voted on, your shares will be voted in accordance with the recommendations of the Board of Directors. You may also vote your shares by attending the Annual Meeting and voting in person by ballot at the meeting. For more information on how to do so, please see the Notice of Internet Availability of Proxy Materials and the form of proxy or the information provided to you by your broker, bank or other institutions holding your shares.

If you hold shares of our common stock in ‘‘street name’’ (that is, through a broker, bank or other nominee), you will need to obtain a voting instruction form from the institution that holds your shares and follow the voting instructions on that form. It is important that you provide the broker, bank or other nominee who holds your shares with voting instructions on the matters to be voted on at the meeting. With respect to Proposal 1 (the election of directors), Proposal 3 (the approval, on an advisory basis, of compensation paid to named executive officers), and Proposal 4 (the consideration of a shareholder proposal on a policy that a significant portion of future stock option grants to senior executives be performance-based), your broker or other institution generally will not be able to vote your shares unless you provide voting instructions. With respect to Proposal 2 (the ratification of the independent registered public accounting firm), your broker or other nominee in certain circumstances may be able to vote your shares in its discretion without voting instructions from you.

Can I change my vote?

If you are a ‘‘record’’ holder, you may revoke a previously submitted proxy and change your vote

by:

• voting again over the Internet or by telephone by 11:59 p.m. (Eastern Time) on the day before the meeting date (only the latest Internet or telephone proxy will be counted);

• properly executing and delivering a later-dated proxy card (your proxy must be received by the close of business (Eastern Time) on the day before the meeting date);

• voting by ballot at the Annual Meeting; or

• sending a written notice of revocation to our Corporate Secretary at our principal executive offices, 110 North Wacker Drive, Chicago, Illinois 60606 (your notice must be received by the close of business (Eastern Time) on the day before the meeting date).

If you hold shares of our common stock in ‘‘street name,’’ you will need to contact the institution that holds your shares and follow its instructions for revoking a proxy.



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