Unibail-Rodamco-Westfield SE · EURONEXT:URW
Unibail-Rodamco-Westfield — Shareholder Meeting (May 2023)
77 slides from Unibail-Rodamco-Westfield's shareholder meeting presentation, May 11, 2023
Slide 1: Annual General Meeting
Annual General Meeting UNIBAIL-RODAMCO-WESTFIELD
Slide 2: Documents available to shareholders
Documents available to shareholders Including: The documents ― A notice of meeting to this General Meeting was published and information on March 27, 2023 in the Bulletin des Annonces Légales Obligatoires. required by the A press release was also issued to the French Financial Markets applicable law
Slide 3: Written questions
Written questions Ww UNIBAIL-RODAMCO-WESTFIELD
Slide 4: Quorum
Totty CUreTT ETE Quorum Ww UNIBAIL-RODAMCO-WESTFIELD —
Slide 5: Intervention from Jean-Marie Tritant
Intervention from JEAN-MARIE TRITANT Chairman of the Management Board
Slide 6: Strong performance and continued deleveraging
Strong performance and continued deleveraging Improved earnings and €2.8 Bn in disposal volumes drive stronger credit metrics – with net debt/EBITDA below 2019 levels Shopping Centre operating performance confirms end of COVID impact Commercial Partnerships revenue up +51% - including growth in medi
Slide 7: ESG integrated throughout business thanks to Better Places 2030 strategy
ESG integrated throughout business thanks to Better Places 2030 strategy Continued progress across all pillars in 2022 Recognised leader -41% carbon emissions across On track our value chain(1) 2nd in RE industry (3) 5th year in a row 7th in the rating universe(3) €39.7 Mn of social value generated
Slide 8: Special efforts on energy: facing the crisis & pushing renewables
Special efforts on energy: facing the crisis & pushing renewables Stretch European target for energy intensity Solid monitoring of energy consumption in our assets x12.4 -15% in installed capacity of on-site renewable energy(2) in 2022 vs. 2019(1) -19.8% 100% electricity from achieved renewable ener
Slide 9: 2022 financial highlights
2022 financial highlights +30.2% +34.7% €1.9 Bn 9.6x EBITDA(1) AREPS(2) IFRS NET DEBT NET DEBT REDUCTION TO EBITDA €2,209 Mn in FY-2022 vs. 2021 AREPS vs. December 31, 2021 vs. 13.7x at FY-2021 vs. €1,697 Mn in FY-2021 (1) Recurring Net Operating result before depreciation and impairment of assets (
Slide 10: 2022 Full-Year Results
2022 Full-Year Results € Mn FY-2022 FY-2021 Change Lfl Change Shopping Centres 2,024 1,632 +24.0% +21.5%(1) Offices & Others 70 60 +16.0% +23.2% Convention & Exhibition 132 32 n.m. n.m. Net Rental Income 2,226 1,724 +29.1% +27.4%(2) EBITDA 2,209 1,697 +30.2% Recurring Net Result (Group share) 1,339
Slide 11: Consistent improvement in Shopping Centre operating metrics
Consistent improvement in Shopping Centre operating metrics Tenant sales(1) Rent collection As % of 2019 As initially reported(2) As % of 2019 Improvement 96% 98% 97% 104% 106% 93% 95% 95% 102% 93% 90% 65% H1-2021 H2-2021 H1-2022 H2-2022 Q1-2022 Q1-2023 H1-2021 H2-2021 H1-2022 H2-2022 Q1-2022 Q1-202
Slide 12: URW locations are outperforming the market
URW locations are outperforming the market Continental Europe United Kingdom United States +45% +34% +12% +9% +7% +8% URW Shopping National Sales URW Shopping National Sales URW Shopping National Sales centres Indices centres Indices centres Indices URW tenant sales(1) 2022 vs. 2021 National Sales I
Slide 13: 2021 inflation passed on through 2022 indexation and Sales Based Rents
2021 inflation passed on through 2022 indexation and Sales Based Rents (SBR) Continental Europe 9% All rents indexed 8% 7% Indexation: +3.6%(1) 6% UK 5% SBR: 9.2% of 2022 UK NRI 4% +97% vs. 2021 3% US 2% SBR(3): 21.5% of 2022 US NRI 1% +64% vs. 2021 0% 2011 2012 2013 2014 2015 2016 2017 2018 2019 20
Slide 14: Leasing strategy and stronger commercial tension deliver MGR
Leasing strategy and stronger commercial tension deliver MGR Activity in line Higher volume Focus on small Drives MGR with 2021 & 2019 of long-term deals & medium units volumes & uplift +14.4% Number of deals GLA (sqm) 12-36 months >36 months GLA for GLA (in % of MGR signed) (in % of MGR signed) Sma
Slide 15: Improving Shopping Centre vacancy
Improving Shopping Centre vacancy Continental Europe UK US URW 14.0% 12.2% 11.6% 11.7% 11.4% 11.0% 10.6% 10.4% 9.4% 9.3% 9.1% 8.9% 7.7% 7.5% 7.0% 7.2% 6.5% 5.4% 5.0% 4.0% 4.2% 3.8% 3.1% 2.5% FY-2019 H1-2021 FY-2021 Q1-2022 FY-2022 Q1-2023 US Flagships(1) (1) Excluding CBD assets (Westfield San Franc
Slide 16: Continuing to upgrade, diversify and refresh our retail mix
Continuing to upgrade, diversify and refresh our retail mix Bringing in Expanding & upgrading NEW & INNOVATIVE CONCEPTS TOP RETAILERS +11% +13% Rotation rate in 2022 Increase in average store size for URW’s top 50(1) retailers in Europe(2) WESTFIELD FORUM DES HALLES WESTFIELD CENTURY CITY WESTFIELD
Slide 17: Retailers optimise their store networks
Retailers optimise their store networks… Premium locations Other locations +226 New store openings -495 Closed older format stores (~3,000 avg sqm) New store openings in the most prominent Closed stores to optimise space, +129 shopping areas with space and format optimised -321 format and focus inve
Slide 18: Drive-to-store strategies to improve margins
… and develop drive-to-store strategies to improve margins Value creation levers Key impacts Drive Sales synergies of click & collect users buying revenue 67% additional items in store(1) Logistics optimisation 50-90% lower logistic costs of click & collect Click & Protect vs. last mile delivery(2)
Slide 19: INDITEX: Performance of its Store & Online integrated model
INDITEX: Performance of its Store & Online integrated model confirming the relevance of URW’s positioning Strong store sales Increased store productivity Further growth underpinned through retail network by investment in stores +23% +4% optimisation Store sales Online sales 2022 2022 ~+3% growth of
Slide 20: Sephora selected Westfield London for its comeback in the UK
Sephora selected Westfield London for its comeback in the UK Successful opening We are very excited to open our first store Top 5 best performing Sephora stores in London, which is worldwide within the first 2 weeks something we know our of opening(1) beauty community has been waiting for many years
Slide 21: Delivering growth through Commercial Partnerships
Delivering growth through Commercial Partnerships 2021 2022 GROUP Gross revenue at 100%(1) Media Launch of Westfield Rise and growth €52 Mn €78 Mn Advertising in media advertising, brand and data revenues EUROPE 2021 2022 Brand Net margin €11 Mn €20 Mn Experience at 100% €30 Mn €46 Mn Specialty Leas
Slide 22: Progress in office letting: Trinity
Progress in office letting: Trinity 4 82 567 € per sqm, weighted Deals signed in % leased average face rent 2022 and Q1-2023 (~38,700 sqm) office GLA 3,500 sqm of green urban spaces, with 60 trees planted HQE Exceptional and BREEAM Excellent Operable windows offering natural ventilation Built with l
Slide 23: Convention & Exhibition: strong recovery of activity in H2-2022
Convention & Exhibition: strong recovery of activity in H2-2022 Back to “normal” H1-2023 Paris Olympics From H2-2023 SIMA, Paris Nord Villepinte HIGH LEVEL OF COMMITMENT FROM ORGANISERS 617 events in FY-2022 vs. 721 in FY-2018 433 pre-bookings 2023(1) 86% of 2019 pre- bookings(1) 89% pre-bookings vs
Slide 24: Continued deleveraging progress
Continued deleveraging progress Transactions completed Contribution to IFRS net in 2022 debt reduction in 2022 2023 FOCUS EUROPE €1.6 Bn €1.2 Bn › Committed to the radical reduction of US financial exposure › Streamline remaining US Regional portfolio and unlock additional land value US €1.2 Bn €0.6
Slide 25: Financial ratios improving on net debt reduction and operating performance
Financial ratios improving on net debt reduction and operating performance €24.2 Bn €24.2 Bn FY-2021(2) €22.6 Bn 48.4% 47.1% 45.2% €22.6 Bn Disposals -€1.8 Bn 41.8% 44.7% 43.3% 41.2% Recurring Earnings -€1.3 Bn 38.6% €20.7 Bn 14.6x 13.7x FX +€0.2 Bn 9.9x 9.6x CAPEX +€0.9 Bn 2019 2020 2021 2022 IFRS
Slide 26: Value creation from 2022 development deliveries
Value creation from 2022 development deliveries LES ATELIERS GAÎTÉ URW SHARE 100% WESTFIELD TOPANGA EXTENSION URW SHARE 55% COPPERMAKER SQUARE URW SHARE 25% URBAN REGENERATION UNLOCKING ASSET VALUE MIXED-USE DENSIFICATION › Community-focused, mixed-use › Transformation of former department › Residen
Slide 27: Committed to deleveraging plan
Committed to deleveraging plan Objectives Progress €4.0 Bn European €3.2 Bn completed, disposal programme of which €1.2 Bn in 2022 Strong liquidity Radical reduction of US financial exposure $1.3 Bn completed, of which $0.6 Bn in 2022 enables URW to complete Controlled CAPEX of €1.0 Bn the deleverag
Slide 28: Guidance for 2023
Guidance for 2023 Main assumptions › Consistent performance in our retail operations vs. 2022 with inflation protection › Lower Convention & Exhibition activity in 2023 €9.30 to €9.50 following large events scheduling changes in 2022 2023 Adjusted Recurring Earnings Per Share › Impact of 2022/2023 d
Slide 29: 2 new members in the Management Board to harness future growth
2 new members in the Management Board to harness future growth Jean-Marie Tritant Chief Executive Officer Chairman of the Management Board NEW MEMBER NEW MEMBER Vincent Rouget Anne-Sophie Sancerre Chief Strategy Chief Customer & Investment Officer & Retail Officer › With a focus on developing › With
Slide 30: Governance
Ww UNIBAIL-RODAMCO-WESTFIELD
Slide 31: The current Supervisory Board
The current Supervisory Board Mr John McFarlane Ms Cécile Cabanis Mr Léon Bressler Mr Roderick Munsters Ms Aline Sylla-Walbaum Audit Committee member Supervisory Board Vice-Chair Supervisory Board Chair GNRC(1) Chair GNRC(1) member Independent Audit Committee Chair Audit Committee member Independent
Slide 32: Proposed changes within the Supervisory Board
Proposed changes within the Supervisory Board(1) 2 DEPARTURES DUE TO THE ATTAINTMENT OF THE STATUTORY AGE LIMIT 2 APPOINTMENTS Mr Léon Bressler Mr John McFarlane Mr Jacques Richier Ms Sara Lucas Supervisory Board Chair Audit Committee member Supervisory Board Chair Audit Committee member Audit Commi
Slide 33: The Supervisory Board post 2023 AGM
The Supervisory Board post 2023 AGM(1) Gender Independence Areas of expertise(3) Executive or Board Member 10/10 40% Male 60% 80% Retail/Real Estate/Asset Mgmt 9/10 Female Finance/Audit 8/10 ESG/Sustainability 9/10 United Kingdom: 1 Restructuring/Disposals/Divestments 7/10 Netherlands: 1 Corp. Gover
Slide 34: 2022 Remuneration & 2023 Remuneration policy
2022 Remuneration & 2023 Remuneration policy
Slide 35: Management Board remuneration policy stable in 2023; Supervisory Board policy enhanced
Management Board remuneration policy stable in 2023 Supervisory Board remuneration policy enhanced No major Management Board policy update Before hiring a new Supervisory Board Chair, ― No changes to quantum or structure of MB remuneration our Remuneration Policy was reviewed ― Small Short-Term Ince
Slide 36: Statutory Auditors' reports
Statutory Auditors’ reports
Slide 37: 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 related party agreements 2023 Annual General Meeting 3
Slide 38: Report on Unibail-Rodamco-Westfield SE parent company
Report on Unibail-Rodamco-Westfield SE parent company RESOLUTION N°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 asset
Slide 39: Report on the consolidated financial statements
Report on the consolidated financial statements RESOLUTION N°2 Key audit matters: Valuation of the investment property Recoverable amount of intangible Accounting for financial debt portfolio, including investment assets with an indefinite useful and related derivative financial properties under con
Slide 40: Special report on related party agreements
Special report on related party agreements RESOLUTION N°4 No new agreement authorized and concluded during the year to be submitted to the approval of the AGM We have been notified that the implementation of the following agreements, which were approved by the Annual General Meeting in prior years,
Slide 41: 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 by the cancelling shares bought back by the Company RESOLUTION N° 24 Authorization to increase the share capital by issuing ordinary shares and/or securities
Slide 42: Final Quorum
Quorum UNIBAIL-RODAMCO-WESTFIELD
Slide 43: Shareholders' questions
questions UNIBAIL-RODAMCO-WESTFIELD
Slide 44: Resolutions submitted to the combined general meeting
Resolutions submitted to the combined general meeting 2023 Annual General Meeting 44
Slide 45: Operation for voting boxes
Operation for voting boxes Y O U R V O T I N G B O X I S S T R I C T LY P E R S O NA L Shareholder code OGM Vote The number of votes, corresponding to the number of shares EGM Vote you hold and/or represent, is indicated on the screen Buttons to use Other buttons are not considered 2023 Annual Gener
Slide 46: Operation for voting boxes
Operation for voting boxes A S S O O N A S T H E R E S O L U T I O N A P P E A RS Shareholder code OGM Vote O N T H E S C R E E N , I T I S I N D I C AT E D: EGM Vote The vote is open! Buttons to use THE VOTING TIME IS REPRESENTED BY AN E L E C T RO N I C H O U R G L A S S W H I C H F I L L S U P :
Slide 47: Ordinary resolution 1: statutory financial statements
Resolutions submitted to the ordinary general meeting RESOLUTION N °1 Approval of the statutory financial statements for the year ended December 31, 2022 2023 Annual General Meeting 47
Slide 48: Ordinary resolution 2: consolidated financial statements
Resolutions submitted to the ordinary general meeting RESOLUTION N °2 Approval of the consolidated financial statements for the year ended December 31, 2022 2023 Annual General Meeting 48
Slide 49: Ordinary resolution 3: allocation of net income
Resolutions submitted to the ordinary general meeting RESOLUTION N °3 Allocation of net income for the year ended December 31, 2022 2023 Annual General Meeting 49
Slide 50: Ordinary resolution 4: related party agreements
Resolutions submitted to the ordinary general meeting RESOLUTION N °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 2023 Annual General Meeting 50
Slide 51: Ordinary resolution 5: CEO remuneration
Resolutions submitted to the ordinary general meeting RESOLUTION N °5 Approval of the total remuneration and benefits of any kind paid during the financial year ended December 31, 2022 or granted in respect of the same financial year to Mr Jean-Marie Tritant, as Chief Executive Officer 2023 Annual G
Slide 52: Ordinary resolution 6: Management Board member remuneration
Resolutions submitted to the ordinary general meeting RESOLUTION N °6 Approval of the total remuneration and benefits of any kind paid during the financial year ended December 31, 2022 or granted in respect of the same financial year to Mr Olivier Bossard, as member of the Management Board 2023 Annu
Slide 53: Ordinary resolution 7: Management Board member remuneration
Resolutions submitted to the ordinary general meeting RESOLUTION N °7 Approval of the total remuneration and benefits of any kind paid during the financial year ended December 31, 2022 or granted in respect of the same financial year to Mr Sylvain Montcouquiol, as member of the Management Board 2023
Slide 54: Ordinary resolution 8: Management Board member remuneration
Resolutions submitted to the ordinary general meeting RESOLUTION N °8 Approval of the total remuneration and benefits of any kind paid during the financial year ended December 31, 2022 or granted in respect of the same financial year to Mr Fabrice Mouchel, as member of the Management Board 2023 Annu
Slide 55: Ordinary resolution 9: Management Board member remuneration
Resolutions submitted to the ordinary general meeting RESOLUTION N °9 Approval of the total remuneration and benefits of any kind paid during the financial year ended December 31, 2022 or granted in respect of the same financial year to Ms Caroline Puechoultres, as member of the Management Board 202
Slide 56: Ordinary resolution 10: Supervisory Board Chairman remuneration
Resolutions submitted to the ordinary general meeting RESOLUTION N °10 Approval of the total remuneration and benefits of any kind paid during the financial year ended December 31, 2022 or granted in respect of the same financial year to Mr Léon Bressler, as Chairman of the Supervisory Board 2023 An
Slide 57: Ordinary resolution 11: remuneration report
Resolutions submitted to the ordinary general meeting RESOLUTION N °11 Approval of the remuneration report of the corporate officers in accordance with Article L. 22-10-34 I of the French Commercial Code 2023 Annual General Meeting 57
Slide 58: Ordinary resolution 12: Management Board Chairman remuneration policy
Resolutions submitted to the ordinary general meeting RESOLUTION N °12 Approval of the remuneration policy of the Chairman of the Management Board 2023 Annual General Meeting 58
Slide 59: Ordinary resolution 13: Management Board remuneration policy
Resolutions submitted to the ordinary general meeting RESOLUTION N °13 Approval of the remuneration policy of the members of the Management Board, other than the Chairman 2023 Annual General Meeting 59
Slide 60: Ordinary resolution 14: Supervisory Board remuneration policy
Resolutions submitted to the ordinary general meeting RESOLUTION N °14 Approval of the remuneration policy of the members of the Supervisory Board 2023 Annual General Meeting 60
Slide 61: Ordinary resolution 15: Supervisory Board remuneration envelope
Resolutions submitted to the ordinary general meeting RESOLUTION N °15 Approval of the total remuneration envelope of the members of the Supervisory Board 2023 Annual General Meeting 61
Slide 62: Ordinary resolution 16: renewal of Susana Gallardo
Resolutions submitted to the ordinary general meeting RESOLUTION N °16 Renewal of the term of office of Ms Susana Gallardo as member of the Supervisory Board Susana Gallardo Governance, Nomination & Remuneration Committee member Independent ― Appointed in 2020 ― To be renewed for a 1-year term, to a
Slide 63: Ordinary resolution 17: renewal of Roderick Munsters
Resolutions submitted to the ordinary general meeting RESOLUTION N °17 Renewal of the term of office of Mr Roderick Munsters as member of the Supervisory Board Roderick Munsters Governance, Nomination & Remuneration Committee member Independent ― Appointed in 2017 ― To be renewed for a 3-year term ―
Slide 64: Ordinary resolution 18: renewal of Xavier Niel
Resolutions submitted to the ordinary general meeting RESOLUTION N °18 Renewal of the term of office of Mr Xavier Niel as member of the Supervisory Board Xavier Niel Governance, Nomination & Remuneration Committee member Non-independent ― Appointed in 2020 ― To be renewed for a 3-year term ― 100% me
Slide 65: Ordinary resolution 19: appointment of Jacques Richier
Resolutions submitted to the ordinary general meeting RESOLUTION N °19 Appointment of Mr Jacques Richier as member of the Supervisory Board Jacques Richier Supervisory Board Chair Audit Committee member Independent ― To be appointed for a 3-year term 2023 Annual General Meeting 65
Slide 66: Ordinary resolution 20: appointment of Sara Lucas
Resolutions submitted to the ordinary general meeting RESOLUTION N °20 Appointment of Ms Sara Lucas as member of the Supervisory Board Sara Lucas Audit Committee member Independent ― To be appointed for a 1-year term, to apply the rule of staggered mandates 2023 Annual General Meeting 66
Slide 67: Ordinary resolution 21: Deloitte renewal
Resolutions submitted to the ordinary general meeting RESOLUTION N °21 Renewal of the term of office of Deloitte & Associés as Statutory Auditor 2023 Annual General Meeting 67
Slide 68: Ordinary resolution 22: KPMG appointment
Resolutions submitted to the ordinary general meeting RESOLUTION N °22 Appointment of KPMG S.A as Statutory Auditor 2023 Annual General Meeting 68
Slide 69: Ordinary resolution 23: share buyback authorisation
Resolutions submitted to the ordinary general meeting RESOLUTION N °23 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 2023 Annual General Meeting 69
Slide 70: Extraordinary resolution 24: cancel repurchased shares
Resolutions submitted to the extraordinary general meeting RESOLUTION N °24 Authorisation granted to the Management Board to reduce the share capital by the cancelling shares bought back by the Company in accordance with Article L. 22-10-62 of the French Commercial Code 2023 Annual General Meeting 7
Slide 71: Extraordinary resolution 25: share issuance with pre-emptive rights
Resolutions submitted to the extraordinary general meeting RESOLUTION N °25 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
Slide 72: Extraordinary resolution 26: share issuance without pre-emptive rights
Resolutions submitted to the extraordinary general meeting RESOLUTION N °26 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-empti
Slide 73: Extraordinary resolution 27: increase issuance size
Resolutions submitted to the extraordinary general meeting RESOLUTION N °27 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 twenty-fift
Slide 74: Extraordinary resolution 28: issuance for contributed assets
Resolutions submitted to the extraordinary general meeting RESOLUTION N °28 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 75: Extraordinary resolution 29: employee savings plan issuance
Resolutions submitted to the extraordinary general meeting RESOLUTION N °29 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 saving
Slide 76: Ordinary resolution 30: powers for formalities
Resolutions submitted to the ordinary general meeting RESOLUTION N °30 Powers for formalities 2023 Annual General Meeting 76
Slide 77: Annual General Meeting
Annual General Meeting UNIBAIL-RODAMCO-WESTFIELD
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