Unibail-Rodamco-Westfield SE · EURONEXT:URW
Unibail-Rodamco-Westfield — Shareholder Meeting (May 2020)
123 slides from Unibail-Rodamco-Westfield's shareholder meeting presentation, May 15, 2020
Slide 1: 2020 Annual General Meeting
; Vy Y/ SS af, ra ; &S te IZ _ Aa . Va si ) fe < 2020 ANNUAL GENERAL MEETING Ww UNIBAIL-RODAMCO-WESTFIELD
Slide 2: COVID-19
COVID-19 WwW UNIBAIL-RODAMCO-WESTFIELD
Slide 3: Impact COVID-19
Impact COVID-19 Tenants sales Tenant negotations and support From quarterly to monthly billing YTD February +2.8% April and May rent deferred for closed tenants No penalties for late payments No decision on rent discounts in the middle of the crisis → discussions started in May March -58.1% Support
Slide 4: Preserving liquidity
Preserving liquidity iSome credit lines drawn to ensure availability of liquidity iRaised €2.8 Bn of debt including €1.4 Bn senior bond offering iFinal dividend (€5.40) cancelled - interim dividend covers the Group’s SIIC €11.7 Bn of cash distribution obligations on hand i~€500 Mn of non-essential c
Slide 5: Supporting our communities: prevent, protect and fight the virus
Supporting our communities: prevent, protect and fight the virus United States France Donating food to front line health Created spaces in 8 shopping care professionals and provide centres for associations fighting daily necessities for families domestic violence against women through NGOs United Ki
Slide 6: Ready to safely reopen
Ready to safely reopen Shopping centres reopening dates Comply with all health and safety regulations: Shopping centres subtantially closed limiting visitor numbers No confinement waiting lines May 11 social distancing communication (2) April 20 hand sanitizer stations May 4 regular in-depth cleanin
Slide 7: 2019 Results
2019 RESULTS WwW UNIBAIL-RODAMCO-WESTFIELD
Slide 8: URW delivered
URW delivered AREPS €12.37 Exceeding guidance DISPOSALS €4.8 Bn (1) ≥ Bookvalue OPERATIONS +3.1% Lfl NRI in Continental Europe TENANT SALES +3.7% Groupwide CSR Extended and recognized (1) Disposals closed since June 2018 and announced disposal of five French assets (2) NB: All terms in this presenta
Slide 9: 2019 Full-Year Results
2019 Full-Year Results € Mn FY-2019 FY-2018(1) Growth Lfl Growth Shopping Centres 2,293 1,912 +19.9% +3.1% Offices & Others 103 149 -30.9% -1.2% (2) Convention & Exhibition 95 100 -4.7% +3.4% Net Rental Income 2,491 2,161 +15.3% +3.0% Recurring Net Result (Group share) 1,760 1,610 +9.3% Recurring EP
Slide 10: Continental Europe - Highlights
CONTINENTAL EUROPE - HIGHLIGHTS
Slide 11: URW's tenant sales growing and outperforming
URW’s tenant sales growing 14.1% and outperforming 3.5% Nordics 3.9% 4.4% 2.2% 3.5% Central Europe 5.2% 5.5% Germany 2.2% 5.4% 0.7% 0.7% 1.6% Shopping Centres Flagships National Sales Austria Indices France 2.5% 1.8% Spain (1) All data YTD November 30, 2019, unless otherwise indicated 2020 ANNUAL GE
Slide 12: URW consistently outperforms the market
URW consistently outperforms the market URW cumulative growth: +23.7% Avg NSI cumulative growth: +8.4% +5.2% +4.6% +3.9% +3.0% +2.4% +2.2% +2.2% +2.1% +1.4% +1.6% (1) +1.1% +1.0% +0.5% 2013 2014 2015 2016 2017 2018 2019 -1.4% URW tenant sales Average national sales indices (1) +5.4% including Mall o
Slide 13: Driving healthy MGR uplifts
Driving healthy MGR uplifts Leases signed: 1,367 Rotation rate: 10.6% 19.6% 18.2% 17.4% 15.3% 14.7% 13.9% 11.7% 12.0% 2013 2014 2015 2016 2017 2018 2019 2019 Flagships 2020 ANNUAL GENERAL MEETING 10
Slide 14: Delivering solid retail Lfl NRI growth
Delivering solid retail Lfl NRI growth Net Rental Income (€ Mn) FY-2019 FY-2018(1) Growth Lfl Growth France 663 647 +2.5% +2.8% Central Europe 223 212 +5.4% +4.0% Spain 157 155 +0.8% +10.5% Nordics 123 141 -13.3% -2.6% Austria 111 108 +3.5% +2.5% Germany 143 140 +2.8% +0.0% The Netherlands 62 59 +5.
Slide 15: UK & US activity withstanding challenging markets
UK & US ACTIVITY WITHSTANDING CHALLENGING MARKETS
Slide 16: Operating metrics UK
Operating metrics UK FY-2019 FY-2018 Tenant Sales +4.7% +2.8% Footfall +2.8% +6.1% MGR Uplift +11.1% +19.8% Lfl NRI -4.2% +3.4% EPRA Vacancy 7.7% 7.4% Westfield Stratford City 2020 ANNUAL GENERAL MEETING 16
Slide 17: Operating metrics US
Operating metrics US Specialty Sales Sales psf Comp NOI Growth (%) Occupancy (%) Rental Spreads (%) Growth (%)(1) Growth (%)(2) FY-2019 FY-2018 FY-2019 FY-2018 FY-2019 FY-2018 FY-2019 FY-2019 US +2.4 -1.6 94.8 95.6 +1.6 +7.5 +1.6 +5.1 Flagships +5.4 -0.3 96.2 96.2 +4.7 +11.5 +3.2 +4.3 Regionals -6.8
Slide 18: Standing out in the retail (r)evolution
STANDING OUT IN THE RETAIL (R)EVOLUTION
Slide 19: All retail is not equal…
All retail is not equal… Highest footfall locations Best catchment areas Best connected locations Constant reinvention NB: Please see June 2019 Investor Days presentations for references, available at www.urw.com/investordays 2020 ANNUAL GENERAL MEETING 19
Slide 20: Retail is about retailers
Retail is about retailers 2,621 leases signed 803,500 sqm €432 Mn MGR Westfield UTC, Under Armour 1,157 re-lettings 293,300 sqm €201 Mn MGR o/w with increased GLA 36,000 sqm €30 Mn MGR Westfield Les 4 Temps NB: Data shown reflects leasing for the Group (inc US and UK) in 2019. Sqm refers to GLA. MGR
Slide 21: Expanding key categories
Expanding key categories Dining and Entertainment Sport, Health & Beauty Signed Signed 160,400 sqm 102,000 sqm New stores New stores opened opened 98,300 sqm 43,400 sqm Westfield Vélizy 2, UGC Ciné Cité CentrO DNVBs Key Fashion retailers Signed Signed 8,100 sqm 296,200 sqm New stores New stores open
Slide 22: Office and C&E
OFFICE AND C&E WwW UNIBAIL-RODAMCO-WESTFIELD
Slide 23: Offices & Others: results reflect disposals
Offices & Others: results reflect disposals Net Rental Income (€ Mn) FY-2019 FY-2018(1) Growth Lfl Growth France 72 124 -41.8% -1.5% Nordics 10 11 -9.0% -6.1% Others 7 6 +33.2% +11.4% US 13 8 n.m. n.a. Total 103 149 -30.9% -1.2% Shift, Issy-les-Moulineaux (1) FY-2018 is restated to include the NRI o
Slide 24: Convention & Exhibition: an excellent year
Convention & Exhibition: an excellent year Growth Growth (1) (1) € Mn FY-2019 FY-2018 2019/2018 FY-2017 2019/2017 Net Rental 95 100 -4.7% 91 +4.7% Income Paris Le Bourget, Paris Air Show, 316,000 visitors Property Services 62 65 -4.8% 50 +23.6% & Other Income Recurring Net Operating 157 165 -4.8% 14
Slide 25: Convention & Exhibition: building the future
Convention & Exhibition: building the future A congress venue recognized globally Delivery of new venue & hotels Paris Convention Centre, European Society of Cardiology and the World Heart Federation Paris Porte de Versailles, New Pavilion 6 Paris Porte de Versailles, Novotel # of congresses st 96 (
Slide 26: Leading on sustainability
LEADING ON SUSTAINABILITY WwW UNIBAIL-RODAMCO-WESTFIELD
Slide 27: A strong CSR commitment since 2007
A strong CSR commitment since 2007 CARBON Launched in 2016 -58% -41% INTENSITY(1) 2006-2012 2012-2016 1st listed real estate company to incorporate CSR in its entire value chain Addressing the wide scope of indirect carbon emissions resulting from construction works, transportation ENERGY -23% -17%
Slide 28: Extending the Group's CSR programme
Extending the Group’s CSR programme REINVENTING PLACES TOGETHER FOR A BETTER TOMORROW Reaffirmed carbon ambition, incl. scope 3(1) -50% Extended reach and commitment All regions of the Group (incl. US & UK) Responsible consumption Circular economy New challenges Biodiversity Community resilience (1)
Slide 29: Cut carbon emissions across our value chain by 50%
REINVENTING PLACES TOGETHER FOR A BETTER TOMORROW Cut carbon emissions Be a catalyst for growth Empower our people to become across our value chain by 50% within the communities sustainability & diversity in which we operate change-makers -50% (1) 100% 100% carbon emissions across our value chain of
Slide 30: Progress in the making - FY 2019 CSR achievements
Progress in the making - FY 2019 CSR achievements -20.5% carbon emissions 758 jobs and training 64% employees with from our operations including placements provided through individual CSR objectives (86% tenant energy consumption URW for Jobs in Continental Europe) since 2015 100% of our shopping ce
Slide 31: Best in class ESG recognitions for URW in 2019
Best in class ESG recognitions for URW in 2019 ESG ratings Focus 2019 C+ / Prime status Since 2011 Top 3% 2019 Annual Report 2019 ESG indices Member since 2017 Member since 2005 Member since 2013 Among the Top 10 companies EEE-2019 Member since 2011 2020 ANNUAL GENERAL MEETING 31
Slide 32: Pipeline: flexible, focused and diversified
PIPELINE: FLEXIBLE, FOCUSED AND DIVERSIFIED
Slide 33: URW pipeline: flexible…
URW pipeline: flexible… €11.9 Bn -€0.4 Bn €8.3 Bn -€3.2 Bn €5.5 Bn €5.6 Bn -€2.8 Bn €4.5 Bn €2.7 Bn €1.0 Bn FY-2018 Deliveries, changes Removed projects FY-2019 Invested to date Remaining & additions Committed(1) Controlled(1) (1) Please refer to the MD&A for definition 2020 ANNUAL GENERAL MEETING 3
Slide 34: … focused on value creation…
… focused on value creation… €3.2 Bn of projects removed from the pipeline Require major redefinition URW continues to review alternatives, in line with: or Capital allocation priorities Return objectives Are postponed significantly due to market or administrative circumstances Mixed-use strategy Be
Slide 35: … and diversified towards mixed-use
… and diversified towards mixed-use Dining & leisure greenfield / brownfield 10% Dining & leisure Retail ext / ext / renovation renovation 7% 19% Westfield Hamburg 43% Offices Retail 1.4 million sqm 21% Retail greenfield / brownfield Hotels 24% 8% Residential 11% Westfield Montgomery 2020 ANNUAL GEN
Slide 36: Synergies
SYNERGIES WwW UNIBAIL-RODAMCO-WESTFIELD
Slide 37: Synergies
Synergies Commercial Partnerships Target (run rate) +11.2% in Continental Europe €100 Mn(1) Achieved €99.0 Mn Cost Revenue(2) €87.9 Mn €11.1 Mn Westfield Vélizy 2, digital screen CentrO, Sephora event (1) €60 Mn in cost synergies and €40 Mn in revenue synergies (2) Phased-in 2020 ANNUAL GENERAL MEET
Slide 38: €4.8 Bn of disposals at premium to book value
€4.8 BN OF DISPOSALS AT PREMIUM TO BOOK VALUE
Slide 39: Disposal of 54.2% interest in €2.0 Bn retail portfolio
Disposal of 54.2% interest in €2.0 Bn retail portfolio Aéroville So Ouest Rennes Alma Toison d’Or Confluence GLA GLA GLA GLA GLA 84,900 sqm 56,900 sqm 46,500 sqm 78,700 sqm 53,800 sqm Footfall 2019 Footfall 2019 Footfall 2019 Footfall 2019 Footfall 2019 9.2 Mn 7.6 Mn 7.2 Mn 8.3 Mn 10.2 Mn Portfolio
Slide 40: Disposal of 54.2% interest in €2.0 Bn retail portfolio
Disposal of 54.2% interest in €2.0 Bn retail portfolio Transaction details Equity – 50% URW Accounting treatment: Equity method 54.2% 45.8% Debt – 50% Targeted closing: (2) Non-recourse Q2-2020 JV Fully underwritten URW asset & property manager(1) URW NDP : €1,511 Mn (3) Rennes Aéroville So Ouest To
Slide 41: €4.8 Bn of disposals made or agreed since June 2018
€4.8 Bn of disposals made or agreed since June 2018 July & August 2018 December 2018 H1-2019 H2-2019 February 2020(1) Capital 8 Tour Ariane Jumbo Majunga Aéroville Horton Plaza Lumen & Skylight Cherry Park Ring Center So Ouest Los Arcos Rennes Alma Bahia Sur Toison d’Or Vallsur Confluence El Faro Of
Slide 42: Financing at attractive conditions and ample headroom to covenants
FINANCING AT ATTRACTIVE CONDITIONS AND AMPLE HEADROOM TO CONVENANTS
Slide 43: Low cost of debt and record average maturity
Low cost of debt and record average maturity Average Cost of Debt Average Maturity (years) 3.9% 8.2 3.6% 7.5 3.4% 7.2 EUR (1) USD & GBP 7.0 0.9% 3.4% 2.9% 6.5 2.6% 5.9 2.2% 5.4 4.9 4.5 4.3 1.6% 1.6% 1.6% 1.4% 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2010 2011 2012 2013 2014 2015 2016 2017 2
Slide 44: Healthy credit ratios
Healthy credit ratios LTV ICR 60% 6.1 41% 5.9 41% 5.7x 40% 38.6% 4.6 4.6 30% 37% 33% 4.0 3.8 3.5 30% 2.5 3.5 25% 2.0 37.2% Typical covenant level Pro-forma for disposal The debt the Group expects to raise over of five French assets Target range the next 2 years is fully hedged 2020 ANNUAL GENERAL ME
Slide 45: Capital allocation
CAPITAL ALLOCATION WwW UNIBAIL-RODAMCO-WESTFIELD
Slide 46: Delivering on strategic and capital allocation priorities
Delivering on strategic and capital allocation priorities Announced To date 2020 and onwards €1.2 Bn (±50% office/50% retail) Reduce leverage: €6 Bn of disposals €4.8 Bn (80%)(1) €2.5 Bn additional disposals Prioritise existing Flagships: Review development projects €3.2 Bn removed from pipeline ext
Slide 47: Conclusion
CONCLUSION WwW UNIBAIL-RODAMCO-WESTFIELD
Slide 48: Conclusion
Conclusion COVID-19 situation closely managed by Senior Management Team (SMT) Daily (virtual) meetings of the SMT Daily (virtual) meetings with the European Management Team and US President Supervisory Board updated on a weekly basis (8 meetings since March 9) Reopening the centres in compliance wit
Slide 49: Thank you
THANK YOU Wy UNIBAIL-RODAMCO-WESTFIELD
Slide 50: Governance
GOVERNANCE WwW UNIBAIL-RODAMCO-WESTFIELD
Slide 51: One Group, one strategy
One Group, one strategy FRANCE THE NETHERLANDS URW SE holds 40% of WFD UR NV Unibail-Rodamco-Westfield SE WFD Unibail-Rodamco N.V. Supervisory Board (SB) Group CEO & Group CFO Supervisory Board 9 independent members on SB of WFD UR NV 5 independent members (post-AGM) Management Board (MB) Management
Slide 52: Management Board of Unibail-Rodamco-Westfield SE
Management Board of Unibail-Rodamco-Westfield SE Christophe Jaap CUVILLIER TONCKENS Group CEO Group CFO MB Member since June 1, 2011 MB Member since September 1, 2009 MB Chairman since April 25, 2013 SB Vice-Chairman of WFD Unibail-Rodamco N.V. SB Chairman of WFD Unibail-Rodamco N.V. Born on Decembe
Slide 53: Supervisory Board of Unibail-Rodamco-Westfield SE – Post-AGM
Supervisory Board of Unibail-Rodamco-Westfield SE – Post-AGM(1) GENDER NATIONALITY(2) INDEPENDENCE(3) AREAS OF EXPERTISE(4) Canadian 1 French 3 Female Austrian 1 90% 44% Australian 1 70% 60% 60% 7 100% 50% 50% Dutch 2 British 2 Male American 2 Retail / Finance Real Estate / Consumer Digital / ESG /
Slide 54: Management Board 2020 remuneration policy & 2019 remuneration
MANAGEMENT BOARD 2020 REMUNERATION POLICY & 2019 REMUNERATION
Slide 55: Shareholder Votes on Remuneration (French law)
Shareholder Votes on Remuneration (French law) A process based on dialogue and shareholder expectations RECOMMENDATIONS Supervisory Board ACTIVE DIALOGUE Remuneration Committee Shareholders External advisors Proxy advisors REMUNERATION POLICY 7 binding votes providing shareholders with strong contro
Slide 56: Management Board Remuneration Policy – Governance and Principles
Management Board Remuneration Policy – Governance and Principles The remuneration policy has three main objectives: establishing competitive remuneration levels, through The remuneration policy analysis of various relevant peer groups; is determined by the SB, upon the recommendation creating a dire
Slide 57: MB Remuneration Policy: 2020 updates and clarifications
MB Remuneration Policy: 2020 updates and clarifications (Resolutions 9 and 10) Change in the Performance Stock Options testing provision: as committed at the 2019 AGM, effective from the 2020 LTI(1) grant, the TSR part of the performance stock options will be subject to a single test at the end of t
Slide 58: Recent decisions in relation to the Covid-19 crisis
Recent decisions in relation to the Covid-19 crisis 25% reduction in fixed income for SB and MB members during partial activity in France Proportional reduction of 2020 STI for MB members over the In response to the Covid-19 crisis, same period the SB approved the following proposals: Temporary fixe
Slide 59: 2019 remuneration – MB Chairman
2019 remuneration – MB Chairman (Say on Pay – Resolution 5) Based on strict implementation of 2019 remuneration policy approved at 72.8% at 2019 AGM Remuneration related to company performance: 62.9% STI: Quantitative: achieved at 87.7% Qualitative: achieved at 78.5% Fixed Income (FI) Overall achiev
Slide 60: 2019 remuneration – other MB member
2019 remuneration – other MB member (Say on Pay – Resolution 6) Based on strict implementation of 2019 remuneration policy approved at 77.3% at 2019 AGM Remuneration related to company performance: 57.9% STI: Quantitative: achieved at 87.7% Qualitative: achieved at 78.2% Fixed Income (FI) Overall ac
Slide 61: Remuneration ratios
Remuneration ratios (Part of remuneration report – Resolution 8) Average Company CEO pay ratio Net Rental Income (€ Mn) Remuneration(1) (€ k) (average) 2,491 2,161 101.5 104.4 83.4 85.3 83.6 1,453 1,529 1,583 41.1 39.5 33.8 35.6 29.5 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 2015 2016 2017 2
Slide 62: Supervisory Board 2020 remuneration policy & 2019 remuneration
SUPERVISORY BOARD 2020 REMUNERATION POLICY & 2019 REMUNERATION
Slide 63: 2020 remuneration policy applicable to the Supervisory Board
2020 remuneration policy applicable to the Supervisory Board (Resolution 11) SB Chair: €225 k Other SB members: €75 k SB fees €50 k variable(1) (67%) €25 k fixed (33%) The overall structure and the remuneration of Additional fees for Vice-Chair: €18 k the SB (€1.4 Mn, in addition to the SB AC(2) Cha
Slide 64: 2019 Remuneration – SB Chairman
2019 Remuneration – SB Chairman (Say on Pay – Resolution 7) Colin DYER SB Chairman fees €225,000 GNC Chairman fees(1) €73,500 TOTAL €298,500 (1) Including the out of country indemnities. 2020 ANNUAL GENERAL MEETING 64
Slide 65: Renewals of Supervisory Board members
RENEWALS OF SUPERVISORY BOARD MEMBERS
Slide 66: SB Members Submitted for Renewal (1/2)
SB Members Submitted for Renewal (1/2) Four independent SB Members are proposed for renewal at the 2020 AGM, with staggered terms in accordance with the Afep-Medef Code. (Resolution 12) (Resolution 13) Colin Philippe DYER COLLOMBEL SB & GNC CHAIRMAN, RC MEMBER AC MEMBER Independent(1) Independent(1)
Slide 67: SB Members Submitted for Renewal (2/2)
SB Members Submitted for Renewal (2/2) (Resolution 14) (Resolution 15) Dagmar Roderick KOLLMANN MUNSTERS GNC & RC MEMBER GNC & RC MEMBER; to be appointed RC CHAIR Independent(1) Independent (1) Appointed in 2014, renewed in 2017; to be renewed for a 2-yr term Appointed in 2017; to be renewed for a 3
Slide 68: Report of the Supervisory Board
Report of the Supervisory Board 2020 ANNUAL GENERAL MEETING 68
Slide 69: Auditors' reports
AUDITORS’ REPORTS WwW UNIBAIL-RODAMCO-WESTFIELD
Slide 70: Statutory auditors' reports
Statutory auditors’ reports Ordinary Extraordinary General Meeting General Meeting Report on the parent company Reports related to transactions financial statements on the capital Report on the consolidated financial statements Special report on regulated related party agreements 2020 ANNUAL GENERAL
Slide 71: Report on Unibail-Rodamco-Westfield SE parent company
Report on Unibail-Rodamco-Westfield SE parent company Resolution No. 1 Key audit matters: Evaluation of investments in subsidiaries and related receivables Accounting for financial debt and derivative financial instruments In our opinion, the parent company financial statements give a true and fair
Slide 72: Report on the consolidated financial statements
Report on the consolidated financial statements Resolution No. 2 Key audit matters: Valuation of the investment property portfolio, including investment properties under construction, either held directly or within joint ventures Recoverable Amount of intangible assets with an indefinite useful life
Slide 73: Special report on regulated related party agreements
Special report on regulated related party agreements Resolution No. 4 No new agreement authorized and concluded during the year to be submitted to the approval of the AGM No new agreement previously approved by the Shareholders’ Meeting which remained in force during the year 2020 ANNUAL GENERAL MEE
Slide 74: Special reports regarding transactions on the capital
Special reports regarding transactions on the capital Authorizations granted to the Management Board Authorization to reduce the share capital Resolution No. 17 Authorization to decide on the issue of marketable securities and/or shares and marketable securities with and/or without Resolutions No. 1
Slide 75: Shareholders' written questions
Shareholders’ written questions Glòries 2020 ANNUAL GENERAL MEETING 75
Slide 76: Resolutions submitted to the vote of the Combined General Meeting
RESOLUTIONS SUBMITTED TO THE VOTE OF THE COMBINED GENERAL MEETING
Slide 77: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 1 Approval of the statutory financial statements for the year ended December 31, 2019 2020 ANNUAL GENERAL MEETING 77
Slide 78: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 1 Approval of the statutory financial statements for the year ended December 31, 2019 This resolution is adopted: 99.96% 2020 ANNUAL GENERAL MEETING 78
Slide 79: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 2 Approval of the consolidated financial statements for the year ended December 31, 2019 2020 ANNUAL GENERAL MEETING 79
Slide 80: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 2 Approval of the consolidated financial statements for the year ended December 31, 2019 This resolution is adopted: 99.96% 2020 ANNUAL GENERAL MEETING 80
Slide 81: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 3 Allocation of net income for the year ended December 31, 2019, setting of the dividend and its date of payment 2020 ANNUAL GENERAL MEETING 81
Slide 82: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 3 Allocation of net income for the year ended December 31, 2019, setting of the dividend and its date of payment This resolution is adopted: 99.92% 2020 ANNUAL GENERAL MEETING 82
Slide 83: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 4 Approval of the Statutory Auditors’ special report on related party agreements governed by Articles L. 225-86 et seq. of the French Commercial Code 2020 ANNUAL GENERAL MEETING 83
Slide 84: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 4 Approval of the Statutory Auditors’ special report on related party agreements governed by Articles L. 225-86 et seq. of the French Commercial Code This resolution is adopted: 99.96% 2020 ANNUAL GENERAL MEETING 84
Slide 85: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 5 Approval of the total remuneration and benefits of any kind due or granted for the year ended December 31, 2019 to Mr Christophe Cuvillier, as Group Chief Executive Officer Christophe CUVILLIER 2020 ANNUAL GENERAL MEETING 85
Slide 86: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 5 Approval of the total remuneration and benefits of any kind due or granted for the year ended December 31, 2019 to Mr Christophe Cuvillier, as Group Chief Executive Officer Christophe CUVILLIER This resolution is adopted: 74.18% 20
Slide 87: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 6 Approval of the total remuneration and benefits of any kind due or granted for the year ended December 31, 2019 to Mr Jaap Tonckens, as member of the Management Board Jaap TONCKENS 2020 ANNUAL GENERAL MEETING 87
Slide 88: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 6 Approval of the total remuneration and benefits of any kind due or granted for the year ended December 31, 2019 to Mr Jaap Tonckens, as member of the Management Board Jaap TONCKENS This resolution is adopted: 78.16% 2020 ANNUAL GEN
Slide 89: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 7 Approval of the total remuneration and benefits of any kind due or granted for the year ended December 31, 2019 to Mr Colin Dyer, as Chairman of the Supervisory Board Colin DYER 2020 ANNUAL GENERAL MEETING 89
Slide 90: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 7 Approval of the total remuneration and benefits of any kind due or granted for the year ended December 31, 2019 to Mr Colin Dyer, as Chairman of the Supervisory Board Colin DYER This resolution is adopted: 99.46% 2020 ANNUAL GENERA
Slide 91: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 8 Approval of the remuneration report of the corporate officers in accordance with Article L. 225-100 of the French Commercial Code 2020 ANNUAL GENERAL MEETING 91
Slide 92: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 8 Approval of the remuneration report of the corporate officers in accordance with Article L. 225-100 of the French Commercial Code This resolution is adopted: 92.89% 2020 ANNUAL GENERAL MEETING 92
Slide 93: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 9 Approval of the principles and criteria for determining, allocating and granting the components of the total remuneration and benefits of any kind that may be granted to the Chairman of the Management Board 2020 ANNUAL GENERAL MEET
Slide 94: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 9 Approval of the principles and criteria for determining, allocating and granting the components of the total remuneration and benefits of any kind that may be granted to the Chairman of the Management Board This resolution is adopt
Slide 95: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 10 Approval of the principles and criteria for determining, allocating and granting the components of the total remuneration and benefits of any kind that may be granted to the member(s) of the Management Board, other than the Chairm
Slide 96: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 10 Approval of the principles and criteria for determining, allocating and granting the components of the total remuneration and benefits of any kind that may be granted to the member(s) of the Management Board, other than the Chairm
Slide 97: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 11 Approval of the principles and criteria for determining, allocating and granting the components of the total remuneration and benefits of any kind that may be granted to the members of the Supervisory Board 2020 ANNUAL GENERAL MEE
Slide 98: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 11 Approval of the principles and criteria for determining, allocating and granting the components of the total remuneration and benefits of any kind that may be granted to the members of the Supervisory Board This resolution is adop
Slide 99: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 12 Renewal of the term of office of Mr Colin Dyer as member of the Supervisory Board Colin DYER 2020 ANNUAL GENERAL MEETING 99
Slide 100: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 12 Renewal of the term of office of Mr Colin Dyer as member of the Supervisory Board Colin DYER This resolution is adopted: 99.88% 2020 ANNUAL GENERAL MEETING 100
Slide 101: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 13 Renewal of the term of office of Mr Philippe Collombel as member of the Supervisory Board Philippe COLLOMBEL 2020 ANNUAL GENERAL MEETING 101
Slide 102: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 13 Renewal of the term of office of Mr Philippe Collombel as member of the Supervisory Board Philippe COLLOMBEL This resolution is adopted: 99.90% 2020 ANNUAL GENERAL MEETING 102
Slide 103: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 14 Renewal of the term of office of Ms Dagmar Kollmann as member of the Supervisory Board Dagmar KOLLMANN 2020 ANNUAL GENERAL MEETING 103
Slide 104: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 14 Renewal of the term of office of Ms Dagmar Kollmann as member of the Supervisory Board Dagmar KOLLMANN This resolution is adopted: 96.97% 2020 ANNUAL GENERAL MEETING 104
Slide 105: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 15 Renewal of the term of office of Mr Roderick Munsters as member of the Supervisory Board Roderick MUNSTERS 2020 ANNUAL GENERAL MEETING 105
Slide 106: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 15 Renewal of the term of office of Mr Roderick Munsters as member of the Supervisory Board Roderick MUNSTERS This resolution is adopted: 95.89% 2020 ANNUAL GENERAL MEETING 106
Slide 107: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 16 Authorization granted to the Management Board to enable the Company to purchase its shares in accordance with Article L. 225- 209 of the French Commercial Code 2020 ANNUAL GENERAL MEETING 107
Slide 108: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 16 Authorization granted to the Management Board to enable the Company to purchase its shares in accordance with Article L. 225- 209 of the French Commercial Code This resolution is adopted: 96.74% 2020 ANNUAL GENERAL MEETING 108
Slide 109: Resolutions subject to the extraordinary general meeting
Resolutions subject to the extraordinary general meeting Resolution No. 17 Authorization granted to the Management Board to reduce the share capital by the cancelling shares bought back by the Company in accordance with Article L. 225-209 of the French Commercial Code 2020 ANNUAL GENERAL MEETING 109
Slide 110: Resolutions subject to the extraordinary general meeting
Resolutions subject to the extraordinary general meeting Resolution No. 17 Authorization granted to the Management Board to reduce the share capital by the cancelling shares bought back by the Company in accordance with Article L. 225-209 of the French Commercial Code This resolution is adopted: 99.
Slide 111: Resolutions subject to the extraordinary general meeting
Resolutions subject to the extraordinary general meeting Resolution No. 18 Delegation of authority granted to the Management Board to issue ordinary shares and/or securities giving immediate access and/or in the future to the share capital of the Company or one of its subsidiaries with pre-emptive s
Slide 112: Resolutions subject to the extraordinary general meeting
Resolutions subject to the extraordinary general meeting Resolution No. 18 Delegation of authority granted to the Management Board to issue ordinary shares and/or securities giving immediate access and/or in the future to the share capital of the Company or one of its subsidiaries with pre-emptive s
Slide 113: Resolutions subject to the extraordinary general meeting
Resolutions subject to the extraordinary general meeting Resolution No. 19 Delegation of authority granted to the Management Board to issue ordinary shares and/or securities giving immediate access and/or in the future to the share capital of the Company or one of its subsidiaries without pre-emptiv
Slide 114: Resolutions subject to the extraordinary general meeting
Resolutions subject to the extraordinary general meeting Resolution No. 19 Delegation of authority granted to the Management Board to issue ordinary shares and/or securities giving immediate access and/or in the future to the share capital of the Company or one of its subsidiaries without pre-emptiv
Slide 115: Resolutions subject to the extraordinary general meeting
Resolutions subject to the extraordinary general meeting Resolution No. 20 Delegation of authority granted to the Management Board to increase the number of securities to be issued in the event of a share capital increase, with or without pre-emptive subscription rights, pursuant to the eighteenth a
Slide 116: Resolutions subject to the extraordinary general meeting
Resolutions subject to the extraordinary general meeting Resolution No. 20 Delegation of authority granted to the Management Board to increase the number of securities to be issued in the event of a share capital increase, with or without pre-emptive subscription rights, pursuant to the eighteenth a
Slide 117: Resolutions subject to the extraordinary general meeting
Resolutions subject to the extraordinary general meeting Resolution No. 21 Delegation of powers granted to the Management Board to issue ordinary shares and/or securities giving access to the share capital of the Company, without pre-emptive subscription rights, in payment for assets contributed to
Slide 118: Resolutions subject to the extraordinary general meeting
Resolutions subject to the extraordinary general meeting Resolution No. 21 Delegation of powers granted to the Management Board to issue ordinary shares and/or securities giving access to the share capital of the Company, without pre-emptive subscription rights, in payment for assets contributed to
Slide 119: Resolutions subject to the extraordinary general meeting
Resolutions subject to the extraordinary general meeting Resolution No. 22 Delegation of authority granted to the Management Board to increase the share capital by issuing ordinary shares and/or securities giving access to the share capital of the Company reserved for participants in Company savings
Slide 120: Resolutions subject to the extraordinary general meeting
Resolutions subject to the extraordinary general meeting Resolution No. 22 Delegation of authority granted to the Management Board to increase the share capital by issuing ordinary shares and/or securities giving access to the share capital of the Company reserved for participants in Company savings
Slide 121: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 23 Powers for formalities 2020 ANNUAL GENERAL MEETING 121
Slide 122: Resolutions subject to the ordinary general meeting
Resolutions subject to the ordinary general meeting Resolution No. 23 Powers for formalities This resolution is adopted: 99.96% 2020 ANNUAL GENERAL MEETING 122
Slide 123: URW.COM
y UNIBAIL-RODAMCO-WESTFIELD URW.COM
Unibail-Rodamco-Westfield — Shareholder Meeting (May 2020) on 6ix