Howard Hughes Corp completes holding company reorganization; Holdco to list as HHH on NYSE

In addition, the Amended and Restated Bylaws of the Company, dated November 9, 2010, were amended and restated (as so amended and restated, the “ Company Second A&R Bylaws ”) to add and remove provisions as appropriate for a wholly owned subsidiary.

On August 11, 2023, upon consummation of the Reorganization, the Company amended and restated its Second Amended and Restated Certificate of Incorporation of the Company (as so amended and restated the “ Company Third A&R Charter ”) by filing the Company Third A&R Charter as an exhibit to the Certificate of Merger filed with the Secretary of State of the State of Delaware in connection with the Merger (the “ Certificate of Merger ”), in order to: (i) decrease the authorized number of shares of Company Common Stock from 150,000,000 shares to one thousand (1,000) shares; (ii) remove the authorized number of shares of Preferred Stock; (iii) add a provision, which is required by Section 251(g) of the DGCL, that provides that any act or transaction by or involving the Company, other than the election or removal of directors, that requires for its adoption under the DGCL or the Company Charter the approval of the stockholders of the Company shall require the approval of the stockholders of H

Adoption of Agreement and Plan of Merger and Consummation of Reorganization On August 11, 2023, The Howard Hughes Corporation, a Delaware corporation (the “ Company ”), implemented a holding company reorganization pursuant to an Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of August 11, 2023, among (i) the Company, (ii) Howard Hughes Holdings Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“ Holdco ”), and (iii) HHC Merger Sub Co., a Delaware corporation and direct wholly owned subsidiary of Holdco (“ Merger Sub ”)