Exhibit 34
Joint Filing Agreement
THIS JOINT FILING AGREEMENT is entered into as of July 19, 2016, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the “Common Stock”), of General Growth Properties, Inc., a Delaware corporation, and any amendment thereafter signed by each of the undersigned shall be (unless otherwise determined by the undersigned) filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: July 19, 2016 | BROOKFIELD ASSET MANAGEMENT INC. |
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| By: | /s/ Aleks Novakovic |
| | Name: Aleks Novakovic |
| | Title: Managing Partner |
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| By: | /s/ A.J. Silber |
| | Name: A.J. Silber |
| | Title: Vice President, Legal Affairs |
Dated: July 19, 2016 | PARTNERS LIMITED |
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| By: | /s/ Brian Lawson |
| | Name: Brian Lawson |
| | Title: President |
Dated: July 19, 2016 | Brookfield Asset Management Private Institutional Capital Adviser US, LLC |
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| By: | /s/ Murray Goldfarb |
| | Name: Murray Goldfarb |
| | Title: Managing Partner |
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| By: | /s/ Melissa Lang |
| | Name: Melissa Lang |
| | Title: Secretary |
Dated: July 19, 2016 | BROOKFIELD HOLDINGS CANADA INC. |
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| By: | /s/ A.J. Silber |
| | Name: A.J. Silber |
| | Title: Vice President |
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| By: | /s/ Aleks Novakovic |
| | Name: Aleks Novakovic |
| | Title: Vice President |
Dated: July 19, 2016 | BROOKFIELD PROPERTY PARTNERS LIMITED |
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| By: | /s/ Jane Sheere |
| | Name: Jane Sheere |
| | Title: Secretary |
Dated: July 19, 2016 | Brookfield Property PARTNERS LP |
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| By: | Brookfield Property Partners Limited, its general partner |
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| By: | /s/ Jane Sheere |
| | Name: Jane Sheere |
| | Title: Secretary |
Dated: July 19, 2016 | Brookfield Property L.P. |
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| By: | Brookfield Property Partners LP, its general partner |
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| By: | Brookfield Property Partners Limited, its general partner |
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| By: | /s/ Jane Sheere |
| | Name: Jane Sheere |
| | Title: Secretary |
Dated: July 19, 2016 | BROOKFIELD BPY HOLDINGS INC. |
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| By: | /s/ Allen Yi |
| | Name: Allen Yi |
| | Title: Secretary |
Dated: July 19, 2016 | BROOKFIELD BPY RETAIL HOLDINGS I LLC |
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| By: | /s/ Jane Sheere |
| | Name: Jane Sheere |
| | Title: Secretary |
Dated: July 19, 2016 | Brookfield BPY Retail Holdings II LLC |
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| By: | /s/ Jane Sheere |
| | Name: Jane Sheere |
| | Title: Secretary |
Dated: July 19, 2016 | BPY Retail III LLC |
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| By: | /s/ Jane Sheere |
| | Name: Jane Sheere |
| | Title: Secretary |
Dated: July 19, 2016 | Brookfield Retail Holdings VII LLC |
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| By: | Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its manager |
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| By: | /s/ Murray Goldfarb |
| | Name: Murray Goldfarb |
| | Title: Managing Partner |
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| By: | /s/ Melissa Lang |
| | Name: Melissa Lang |
| | Title: Secretary |
Dated: July 19, 2016 | BROOKFIELD RETAIL HOLDINGS WARRANTS LLC |
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| By: | /s/ Murray Goldfarb |
| | Name: Murray Goldfarb |
| | Title: Managing Partner |
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| By: | /s/ Melissa Lang |
| | Name: Melissa Lang |
| | Title: Secretary |
Dated: July 19, 2016 | BROOKFIELD BPY RETAIL HOLDINGS III LLC |
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| By: | /s/ Jane Sheere |
| | Name: Jane Sheere |
| | Title: Secretary |
Dated: July 19, 2016 | BPY RETAIL IV LLC |
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| By: | /s/ Jane Sheere |
| | Name: Jane Sheere |
| | Title: Secretary |
Dated: July 19, 2016 | BROOKFIELD RETAIL HOLDINGS II SUB II LLC |
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| By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC |
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| By: | /s/ Murray Goldfarb |
| | Name: Murray Goldfarb |
| | Title: Managing Partner |
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| By: | /s/ Melissa Lang |
| | Name: Melissa Lang |
| | Title: Secretary |
Dated: July 19, 2016 | BROOKFIELD RETAIL HOLDINGS III SUB II LLC |
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| By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC |
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| By: | /s/ Murray Goldfarb |
| | Name: Murray Goldfarb |
| | Title: Managing Partner |
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| By: | /s/ Melissa Lang |
| | Name: Melissa Lang |
| | Title: Secretary |
Dated: July 19, 2016 | BROOKFIELD RETAIL HOLDINGS IV-A SUB II LLC |
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| By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC |
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| By: | /s/ Murray Goldfarb |
| | Name: Murray Goldfarb |
| | Title: Managing Partner |
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| By: | /s/ Melissa Lang |
| | Name: Melissa Lang |
| | Title: Secretary |
Dated: July 19, 2016 | BROOKFIELD RETAIL HOLDINGS IV-B SUB II LLC |
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| By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC |
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| By: | /s/ Murray Goldfarb |
| | Name: Murray Goldfarb |
| | Title: Managing Partner |
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| By: | /s/ Melissa Lang |
| | Name: Melissa Lang |
| | Title: Secretary |
Dated: July 19, 2016 | BROOKFIELD RETAIL HOLDINGS IV-C SUB II LLC |
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| By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC |
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| By: | /s/ Murray Goldfarb |
| | Name: Murray Goldfarb |
| | Title: Managing Partner |
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| By: | /s/ Melissa Lang |
| | Name: Melissa Lang |
| | Title: Secretary |
Dated: July 19, 2016 | BROOKFIELD RETAIL HOLDINGS IV-D SUB II LLC |
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| By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC |
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| By: | /s/ Murray Goldfarb |
| | Name: Murray Goldfarb |
| | Title: Managing Partner |
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| By: | /s/ Melissa Lang |
| | Name: Melissa Lang |
| | Title: Secretary |
Dated: July 19, 2016 | BW PURCHASER, LLC |
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| By: | /s/ Jane Sheere |
| | Name: Jane Sheere |
| | Title: Secretary |
Dated: July 19, 2016 | Brookfield US Holdings Inc. |
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| By: | /s/ A.J. Silber |
| | Name: A.J. Silber |
| | Title: Vice President |
Dated: July 19, 2016 | Brookfield US Corporation |
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| By: | /s/ Mark Srulowitz |
| | Name: Mark Srulowitz |
| | Title: President |
Dated: July 19, 2016 | BROOKFIELD BPY RETAIL HOLDINGS II SUBCO LLC |
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| By: | /s/ Jane Sheere |
| | Name: Jane Sheere |
| | Title: Secretary |
Dated: July 19, 2016 | NEW BROOKFIELD BPY RETAIL HOLDINGS II LLC |
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| By: | /s/ Jane Sheere |
| | Name: Jane Sheere |
| | Title: Secretary |
Dated: July 19, 2016 | BROOKFIELD OFFICE PROPERTIES INC. |
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| By: | /s/ Keith Hyde |
| | Name: Keith Hyde |
| | Title: Vice President, Taxation |
Dated: July 19, 2016 | 1706065 ALBERTA ULC |
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| By: | /s/ Keith Hyde |
| | Name: Keith Hyde |
| | Title: Vice President, Taxation |
Dated: July 19, 2016 | BROOKFIELD HOLDING LIMITED LIABILITY COMPANY |
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| By: | /s/ Dr. László Csontos |
| | Name: Dr. László Csontos |
| | Title: Managing Director |
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| By: | /s/ Eamonn John O’Dea |
| | Name: Eamonn John O’Dea |
| | Title: Managing Director |
Dated: July 19, 2016 | BROOKFIELD PROPERTIES, INC. |
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| By: | /s/ Michelle L. Campbell |
| | Name: Michelle L. Campbell |
| | Title: Senior Vice President and Secretary |
Dated: July 19, 2016 | BOP (US) LLC |
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| By: | /s/ Michelle L. Campbell |
| | Name: Michelle L. Campbell |
| | Title: Senior Vice President and Secretary |
Dated: July 19, 2016 | BROOKFIELD PROPERTIES SUBCO LLC |
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| By: | /s/ Michelle L. Campbell |
| | Name: Michelle L. Campbell |
| | Title: Senior Vice President and Secretary |
Dated: July 19, 2016 | BROOKFIELD PROPERTY GROUP LLC |
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| By: | /s/ Murray Goldfarb |
| | Name: Murray Goldfarb |
| | Title: Managing Partner |
Dated: July 19, 2016 | BPY CANADA SUBHOLDINGS 1 ULC |
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| By: | /s/ Murray Goldfarb |
| | Name: Murray Goldfarb |
| | Title: Managing Partner |
Dated: July 19, 2016 | BROOKFIELD PROPERTY SPLIT CORP. |
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| By: | /s/ Murray Goldfarb |
| | Name: Murray Goldfarb |
| | Title: Managing Partner |