![GRAPHIC](https://capedge.com/proxy/8-K/0001104659-25-003068/tm253187d1_ex99-2img003.jpg)
| -3- affiliates’ 28% ownership of the Pershing Square Funds, representing an additional investment in HHH of $379 million at Friday’s closing price. Put simply, we are all in, and we intend for Pershing Square Holdco’s investment in HHH to be a permanent holding. In other words, we intend to hold HHH stock forever. Comparing the Two Extremes of the Cash/Stock Election Alternatives If holders of 17,647,059 (or more) shares (the math: $1.5 billion of total cash proceeds from Pershing Square and the new bond financing divided by $85 per share) of the Public Float elect the cash alternative, 56.4% of the Public Float will receive cash due to proration, and 5,882,353 shares will be repurchased and cancelled by the Company. If none of the Public Float shareholders elect the cash alternative, 37.6% of the Public Float will be exchanged for cash at $85 per share, and HHH’s balance sheet cash will increase by $500 million from the proceeds of the new bond financing. Pershing Square’s Ownership, the Public Float, and Future Governance After giving effect to the Transaction (before giving effect to any investment by strategic partners), Pershing Square Holdco and its affiliates will own a minimum of 61.1% and a maximum of 69.2% of the Company (if $500 million or more of Public Float shares are exchanged for cash) with the increase in ownership due to the reduction in shares outstanding as a result of the cancellation of 5,882,353 shares, i.e., 11.7% of shares outstanding, at $85 per share. We would commit to maintain the Company’s listing on the New York Stock Exchange and implement other “best-in-class” governance provisions to ensure that the Company represents a compelling long-term investment opportunity for public stockholders. Consistent with this principle, HHH would be governed by an independent board of directors, and Pershing Square’s voting power would be contractually limited to less than 50% of shares outstanding despite our substantially larger economic ownership. HHH Management Post Transaction Contemporaneous with the closing of the Transaction, the senior leadership team of Pershing Square Holdco would assume executive leadership roles at HHH, but not at Howard Hughes Corporation (“HHC”), the Company’s principal real estate subsidiary. The HHH senior leadership team would be comprised of myself as Chairman and CEO, Ryan Israel as Chief Investment Officer, Ben Hakim as President, Mike Gonnella as CFO, and Halit Coussin as Chief Legal Officer who will continue to serve in the same roles at Pershing Square Holdco. See Appendix A – Pershing Square Senior Leadership Biographies – for more information regarding the senior leadership team. Pershing Square Holdco’s Team and Resources Will Be Shared with HHH We will also make available to the Company the full resources of Pershing Square Holdco including the Pershing Square Investment Team, our transaction sourcing and execution capabilities, our investment research and due diligence skills, our macro hedging strategy and execution capabilities, our private and public capital raising capabilities, as well as our |