Unibail-Rodamco-Westfield SE · EURONEXT:URW
Unibail-Rodamco-Westfield — Shareholder Meeting (April 2025)
68 slides from Unibail-Rodamco-Westfield's shareholder meeting presentation, Apr 29, 2025
Slide 1: Annual General Meeting
Annual General Meeting UNIBAIL-RODAMCO-WESTFIELD
Slide 2: Léon Bressler
Léon Bressler UNIBAIL-RODAMCO-WESTFIELD
Slide 3: Documents available to shareholders
Documents available to shareholders Including: — A notice of meeting to this General Meeting was The documents published in the Bulletin des Annonces Légales and information required Obligatoires on March 21, 2025 as well as a notice of availability of the 2024 URD by the applicable laws have been m
Slide 4: Written Questions
WRITTEN QUESTIONS Westfield Arkadia, August 2024
Slide 5: Quorum
QUORUM Westfield Les 4 Temps, December 2024
Slide 6: Intervention from Jean-Marie Tritant
INTERVENTION FROM JEAN-MARIE TRITANT CHAIRMAN OF THE MANAGEMENT BOARD Olympic Festival celebrations, Westfield Mall of Scandinavia, August 2024
Slide 7: Key achievements in 2024
Key achievements in 2024 Strong retail performance supported by increased tenant sales and footfall and dynamic leasing activity reaching the highest level of occupancy since 2017 Record results for Convention & Exhibition, up +66.0%(1) on the back of successful Paris 2024 Olympics, and Offices up +
Slide 8: 2024 Financial Highlights
2024 Financial Highlights +6.7% 2.0% -100 bps 8.7x LFL NRI(1) Cost of debt(2) LTV reduction(3) Net debt to EBITDA(2) vs. FY-2023 vs. 1.8% at FY-2023 vs. FY-2023 vs. 9.3x at FY-2023 1. Group Lfl NRI excluding airports, US Regionals and CBD asset and, for C&E, triennial shows, the impact of the Olympi
Slide 9: Strong URW Shopping Centre operational performance
Strong URW Shopping Centre operational performance Sales & footfall(1) Vacancy rate(4) GLA & MGR signed(5) MGR uplift(5) +4.5% in k sqm and € Mn +11.1% +3.3% +2.3% -60 bps 762 793 +10.6% vs. FY-2023 +6.9% 444 465 +6.5% 21% 20% URW Sales vs. FY-2023 2024 core inflation National Sales Indices(2) vs. F
Slide 10: Robust operating performance confirmed in Q1-2025
Robust operating performance confirmed in Q1-2025 Sales & Footfall(1) MGR signed (in € Mn)(2) 100.4 +2.1% +0.4% 99.2 99.1 67.8 70.3 Tenant sales Footfall vs. Q1-2024 vs. Q1-2024 Q1-2019 Q1-2022 Q1-2023 Q1-2024 Q1-2025 MGR uplift(2) Vacancy rate(3) 11.6% 8.8% 7.5% 9.2% 10.1% 8.3% 6.5% 7.2% 6.8% 7.9%
Slide 11: Westfield Rise successfully achieved its 2024 objectives
Westfield Rise successfully achieved its 2024 objectives UNPARALLELED IN-MALL ATTRACTIVE TO DELIVERING MEDIA NETWORK MAJOR BRANDS STEADY GROWTH Average revenue (€ per visit) 1,800 1,361 +38% Screens(1) Physical activations in 2024 0.10 (+65 vs. FY-2023) (+8% vs. FY-2023) 0.08 0.07 0.05 Largest inter
Slide 12: €2.0 Bn of disposals achieved at book value
€2.0 Bn of disposals achieved at book value(1) Including €1.6 Bn disposals completed or secured in 2024 Pasing Arcaden, Munich Trinity tower, Paris La Défense Westfield Forum des Halles, Paris €1.2 Bn €0.5 Bn €0.3 Bn MINORITY STAKES NON-CORE RETAIL ASSETS OFFICES IN FLAGSHIP RETAIL ASSETS - Equinocc
Slide 13: €0.6 Bn of assets acquired at attractive terms
€0.6 Bn(1) of assets acquired at attractive terms URW SHARE 100% Westfield Montgomery, Washington DC URW SHARE 100% CH Ursynów, Warsaw URW SHARE 89.9%(2) Minto, Mönchengladbach Acquisition of the Acquisition of the Acquisition of 38.9%(2) Transaction remaining 50% stake Transaction remaining 50% sta
Slide 14: 2024 pipeline deliveries
2024 pipeline deliveries Fisketorvet Dining Experience, Copenhagen Westfield CNIT, Paris La Défense Old Orchard Lord & Taylor unit, Chicago Coppermaker Square, London Lightwell, Paris La Défense URW SHARE 100% URW SHARE 100% URW SHARE 100% URW SHARE 25% URW SHARE 100% Opening Opening Opening Deliver
Slide 15: Westfield Hamburg-Überseequartier – Retail opening
Westfield Hamburg-Überseequartier – Retail opening Date Footfall(1) Letting Concepts Certification 170 April 8, 2025 > 1 Mn 95% retail, dining & entertainment units, visits 40+ food & dining concepts 1. In the first 2 weeks 2025 ANNUAL GENERAL MEETING 15 Westfield Hamburg-Überseequartier
Slide 16: Strategic transformation and significant deleveraging progress
Strategic transformation and significant deleveraging progress 2021-24 Challenges URW actions & achievements(1) Position as of FY-2024 – Impact of e-commerce – Recreated commercial tension through – Highest occupancy since 2017 OPERATIONS proactive leasing strategy – Covid-19 pandemic – +4.7% Lfl EB
Slide 17: Industry-leading sustainability roadmap
Industry-leading sustainability roadmap CONTINUED DELIVERY ON BETTER PLACES COMMITMENTS INTERNATIONAL RECOGNITION ENVIRONMENTAL TRANSITION ▪ -42% reduction in carbon emissions from Scopes 1, 2 & 3 in 2024 vs. 2015 One of the 100 most ▪ -37% reduction in energy intensity in 2024 vs. 2015 sustainable
Slide 18: Proposed cash distribution in 2025 based on 2024 achievements
Proposed cash distribution in 2025 based on 2024 achievements Strong operating performance CASH DISTRIBUTION(1) Disposal achievements €3.50 per share Access to financing paid in one installment & liquidity position on May 12, 2025(2) Stabilisation of retail values in Europe 1. Equity repayment, purs
Slide 19: 2025 AREPS guidance
2025 AREPS guidance At least 5% underlying growth supported by: ‒ Strong retail operating performance both in Europe and the US ‒ Increased variable income including Westfield Rise ‒ Continued focus on cost discipline ‒ The positive impact of 2024 and 2025 deliveries(1) €9.30 to €9.50 and reflecting
Slide 20: Governance
GOVERNANCE Lightwell
Slide 21: The URW SE Management Board
The URW SE Management Board April 2025 Jean-Marie Tritant Fabrice Mouchel Chief Executive Officer Chief Financial Officer Chairman of the Management Board MB MANDATES RENEWED on December 4, 2024 Vincent Rouget Sylvain Montcouquiol Chief Strategy Chief Resources & Investment Officer & Sustainability
Slide 22: URW SE Supervisory Board – post 2025 AGM
URW SE Supervisory Board (SB) – post 2025 AGM(1)(2)(3) Jacques Roderick Aline Susana Sara RICHIER MUNSTERS SYLLA-WALBAUM GALLARDO LUCAS SB Chair, AC Member SB Vice-Chair, AC Chair GNRC Chair GNRC Member AC Member Independent Independent Independent Independent Independent Joined on May 11, 2023 Join
Slide 23: The URW SE Supervisory Board
The URW SE Supervisory Board Areas of expertise (out of 8 members) Post 2025 AGM(1) Digital/e-Commerce 5 Gender International Experience 8 50% Risk/Compliance 5 7 50% Corp. Governance/Remuneration Restructuring/Disposals/Divestments 5 Nationalities(2) Independence ESG/Sustainability 7 Canadian 1 Fin
Slide 24: 2024 Remuneration & 2025 Remuneration Policy
2024 REMUNERATION & 2025 REMUNERATION POLICY Westfield Chodov
Slide 25: 2024 Short-Term Incentive payouts adjusted
2024 Short-Term Incentive payouts adjusted Stable incentive design, reinforced toward long-term 2024 short term incentive reduced 2025 remuneration structure more long-term focused – Due to strong operational and financial performance in 2024, the Short-Term Incentive results in a payout of 119.4% f
Slide 26: Statutory Auditors' Reports
STATUTORY AUDITORS’ REPORTS Westfield Mokotów
Slide 27: Statutory auditors' reports
Statutory auditors’ reports Ordinary Extraordinary General Meeting General Meeting – Report on the annual – Reports related to financial statements transactions on the capital – Report on the consolidated financial statements – Special report on related party agreements 2025 ANNUAL GENERAL MEETING 2
Slide 28: Report on annual financial statements
Report on annual financial statements 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 financial statements give a true and fair view of the assets and
Slide 29: 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 usefu
Slide 30: Special report on related party agreements
Special report on related party agreements RESOLUTION NO. 5 2025 ANNUAL GENERAL MEETING 30
Slide 31: Special reports regarding transactions on the capital
Special reports regarding transactions on the capital Authorizations granted to the Management Board 1/2 Authorization to reduce the share capital by the cancelling of shares bought back by the Company RESOLUTION NO. 21 Authorization to increase the share capital by issuing ordinary shares and/or se
Slide 32: Special reports regarding transactions on the capital
Special reports regarding transactions on the capital Authorizations granted to the Management Board 2/2 Authorization to grant options to purchase and/or to subscribe for shares in the Company and/or Stapled Shares, without pre-emptive subscription rights, to RESOLUTION NO. 28 the benefit of employ
Slide 33: Final Quorum
FINAL QUORUM Westfield Centro
Slide 34: Shareholders' Questions
SHAREHOLDERS’ QUESTIONS Westfield Century City, April 2024
Slide 35: Resolutions submitted to the combined general meeting
Resolutions submitted to the combined general meeting 2025 ANNUAL GENERAL MEETING 35
Slide 36: Operation for voting boxes
Operation for voting boxes Your voting box is strictly personal The number of votes, corresponding to the number of shares you hold and/or represent, UNIBAIL is indicated on the screen Shareholder code OGM Vote EGM Vote As soon as the resolution appears The voting time is represented on the screen,
Slide 37: Approval of the statutory financial statements
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 1 – Approval of the statutory financial statements for the year ended December 31, 2024 2025 ANNUAL GENERAL MEETING 37
Slide 38: Approval of the consolidated financial statements
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 2 – Approval of the consolidated financial statements for the year ended December 31, 2024 2025 ANNUAL GENERAL MEETING 38
Slide 39: Allocation of net income
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 3 – Allocation of net income for the year ended December 31, 2024 2025 ANNUAL GENERAL MEETING 39
Slide 40: Distribution from additional paid-in capital
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 4 – Distribution of an amount deducted from the “Additional paid-in capital” account 2025 ANNUAL GENERAL MEETING 40
Slide 41: Statutory Auditors' special report on related party agreements
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 5 – Approval of the Statutory Auditors’ special report on related party agreements governed by Articles L. 225-86 et seq. of the French Commercial Code and ratification of the amendment to the “Participation Maintenance Subscriptio
Slide 42: Remuneration of Jean-Marie Tritant, Chairman of the Management Board
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 6 – Approval of the total remuneration and benefits of any kind paid during the financial year ended December 31, 2024 or granted in respect of the same financial year to Mr Jean-Marie Tritant, as Chairman of the Management Board 2
Slide 43: Remuneration of Fabrice Mouchel
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 7 – Approval of the total remuneration and benefits of any kind paid during the financial year ended December 31, 2024 or granted in respect of the same financial year to Mr Fabrice Mouchel, as member of the Management Board 2025 A
Slide 44: Remuneration of Vincent Rouget
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 8 – Approval of the total remuneration and benefits of any kind paid during the financial year ended December 31, 2024 or granted in respect of the same financial year to Mr Vincent Rouget, as member of the Management Board 2025 AN
Slide 45: Remuneration of Anne-Sophie Sancerre
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 9 – Approval of the total remuneration and benefits of any kind paid during the financial year ended December 31, 2024 or granted in respect of the same financial year to Ms Anne-Sophie Sancerre, as member of the Management Board 2
Slide 46: Remuneration of Sylvain Montcouquiol
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 10 – Approval of the total remuneration and benefits of any kind paid during the financial year ended December 31, 2024 or granted in respect of the same financial year to Mr Sylvain Montcouquiol, as member of the Management Board
Slide 47: Remuneration of Jacques Richier, Chairman of the Supervisory Board
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 11 – Approval of the total remuneration and benefits of any kind paid during the financial year ended December 31, 2024 or granted in respect of the same financial year to Mr Jacques Richier, as Chairman of the Supervisory Board 20
Slide 48: Information on remuneration of corporate officers
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 12 – Approval of the information relating to the remuneration of the corporate officers mentioned in Article L. 22-10- 9 I° of the French Commercial Code for the year ended December 31, 2024 2025 ANNUAL GENERAL MEETING 48
Slide 49: Remuneration policy of the Chairman of the Management Board
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 13 – Approval of the remuneration policy of the Chairman of the Management Board 2025 ANNUAL GENERAL MEETING 49
Slide 50: Remuneration policy of Management Board members
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 14 – Approval of the remuneration policy of the members of the Management Board, other than the Chairman 2025 ANNUAL GENERAL MEETING 50
Slide 51: Remuneration policy of Supervisory Board members
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 15 – Approval of the remuneration policy of the members of the Supervisory Board 2025 ANNUAL GENERAL MEETING 51
Slide 52: Ratification of co-optation of Michaël Boukobza
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 16 – Ratification of the co-optation of Mr Michaël Boukobza as member of the Supervisory Board Michaël BOUKOBZA Governance, Nomination & Remuneration Committee member Non independent – Co-opted on October 4, 2024 – 100% Supervisory
Slide 53: Appointment of Michaël Boukobza
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 17 – Appointment of Mr Michaël Boukobza as member of the Supervisory Board Michaël BOUKOBZA Governance, Nomination & Remuneration Committee member Non independent – To be appointed for a 3-year term(1) – 100% Supervisory Board atte
Slide 54: Appointment of Xavier Niel
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 18 – Appointment of Mr Xavier Niel as member of the Supervisory Board Xavier NIEL Governance, Nomination & Remuneration Committee member(1) Non independent – First appointment as Supervisory Board member in November 2020 – To be ap
Slide 55: Renewal of Julie Avrane
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 19 – Renewal of the term of office of Ms Julie Avrane as member of the Supervisory Board Julie AVRANE Audit Committee member Independent – Appointed in December 2020 – To be renewed for a 3-year term – 100% Supervisory Board attend
Slide 56: Authorisation to purchase company shares
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 20 – Authorisation granted to the Management Board to enable the Company to purchase its shares in accordance with Article L. 22-10-62 of the French Commercial Code ‒ 18 months ‒ € 1.5 Bn ‒ Suspended during a public tender offer 20
Slide 57: Authorisation to cancel bought-back shares
Resolutions submitted to the extraordinary general meeting RESOLUTION NO. 21 – Authorisation granted to the Management Board to reduce the share capital by the cancelling of shares bought back by the Company in accordance with Article L. 22-10-62 of the French Commercial Code ‒ 18 months ‒ 10% of th
Slide 58: Issuance with pre-emptive subscription rights
Resolutions submitted to the extraordinary general meeting RESOLUTION NO. 22 – 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 and/or debt se
Slide 59: Issuance without pre-emptive rights via public offering
Resolutions submitted to the extraordinary general meeting RESOLUTION NO. 23 – 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 and/or debt se
Slide 60: Issuance for specifically designated persons
Resolutions submitted to the extraordinary general meeting RESOLUTION NO. 24 – Delegation of powers 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 and/or debt secur
Slide 61: Increase in number of securities issued
Resolutions submitted to the extraordinary general meeting RESOLUTION NO. 25 – 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 22nd, 23
Slide 62: Issuance in payment for contributed assets
Resolutions submitted to the extraordinary general meeting RESOLUTION NO. 26 – 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
Slide 63: Capital increase for savings plan participants
Resolutions submitted to the extraordinary general meeting RESOLUTION NO. 27 – 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 sav
Slide 64: Authorisation to grant share options
Resolutions submitted to the extraordinary general meeting RESOLUTION NO. 28 – Authorisation to be granted to the Management Board to grant options to purchase and/or to subscribe for shares in the Company and/or Stapled Shares, without pre-emptive subscription rights, to the benefit of employees an
Slide 65: Authorisation for free share grants
Resolutions submitted to the extraordinary general meeting RESOLUTION NO. 29 – Authorisation to be granted to the Management Board to proceed with the free grant of shares in the Company and/or Stapled Shares to the benefit of employees and executive officers of the Company and/or its subsidiaries ‒
Slide 66: Amendments to Articles of Association
Resolutions submitted to the extraordinary general meeting RESOLUTION NO. 30 – Amendments to Article 15 of the Articles of Association, in accordance with the so-called French “Attractiveness” Law of June 13, 2024, allowing the Supervisory Board members (i) to participate in meetings by any means of
Slide 67: Powers for formalities
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 31 – Powers for formalities 2025 ANNUAL GENERAL MEETING 67
Slide 68: www.urw.com
y UNIBAIL-RODAMCO-WESTFIELD www.urw.com
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