Unibail-Rodamco-Westfield SE · EURONEXT:URW
Unibail-Rodamco-Westfield — Shareholder Meeting (May 2022)
70 slides from Unibail-Rodamco-Westfield's shareholder meeting presentation, May 11, 2022
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 prior to this General Meeting was published and information on March 25, 2022 in the Bulletin des Annonces Légales Obligatoires. required by the A press release was also issued to the French Financial Markets applicab
Slide 3: Written questions
Written UNIBAIL-RODAMCO-WESTFIELD
Slide 4: Quorum
Quorum
Slide 5: Intervention from Jean-Marie Tritant
Intervention from JEAN-MARIE TRITANT Chairman of the Management Board
Slide 6: 2021 in review
2021 in review Confirmed recovery in H2 with tenant sales approaching pre-COVID levels with positive footfall trajectory Proactive leasing strategy to protect long-term value as conditions improve Significant improvement in occupancy demonstrating retailer demand Well-positioned to keep capitalising
Slide 7: FY-2021 results
FY-2021 results € Mn FY-2021 FY-2020 Change Lfl Change Shopping Centres 1,632 1,699 -3.9% -1.2%(1) Offices & Others 60 86 -29.7% -6.6% Convention & Exhibition 32 6 n.m. n.m. Net Rental Income 1,724 1,790 -3.7% -1.6%(2) Recurring Net Result (Group share) 1,005 1,057 -4.9% Recurring EPS 7.26 7.63 -4.9
Slide 8: Clear recovery in H2-2021
Clear recovery in H2-2021 93% €71.9 Mn 92% tenant sales as % of 2019 sales based rent rent collection(1) (vs. 62% in H1) (vs. €34.2 Mn in H1) (vs. 73% in H1) +190 bps +2.2% €56.7 Mn occupancy improvement MGR uplift(2) for leases C&E NOI (vs. -60 bps in H1) >36 months (vs. +1.3% in H1) (vs. -€1.5 Mn
Slide 9: Trends continue in Q1
Trends continue in Q1 82% 93% 93% +4% Footfall as % of 2019 Tenant sales as % of 2019 Rent collection(1) Leases signed (84% in March 2022) (95% in March 2022) (H2-2021 improved vs. 2019 from 92% to 94%) +6% €25.5 Mn €32.5 Mn +36% MGR uplift Commercial Partnerships Sales Based Rent Gross Rental Incom
Slide 10: 2021 financial performance reflects operating conditions and deleveraging progress
2021 financial performance reflects operating conditions and deleveraging progress +4.7% -€1.6 Bn -140 bps 2021 AREPS IFRS net debt IFRS LTV vs. 2020 AREPS(1) reduction improvement (43.3% vs. 44.7% at FY-2020) (1) Restated for disposals 2022 Annual General Meeting 10
Slide 11: Better Places 2030 strategy – the Group's ESG framework
Better Places 2030 strategy – the Group’s ESG framework Continued progress across all pillars in 2021 Recognised leader Joined Net Zero Initiative Developing a collective framework for carbon neutrality 1.5 million vaccinations administered to 1st in RE industry and 5th people at URW’s assets in ent
Slide 12: URW is on track to achieve its ESG ambitious targets
URW is on track to achieve its ESG ambitious targets Total carbon emissions(1) Energy intensity -16% -15% -46.5% -30% -50% 5.15 156 131 132 109 2.76 2.58 2015 2021 2030 Target 2015 Baseline 2020 2021 2030 Target MtCO2eq % variation vs. baseline kWh/sqm % variation vs. baseline Carbon emissions from
Slide 13: URW implements best-in-class cutting-edge practices
URW implements best-in-class Tour Triangle, Paris cutting-edge practices … 1,000 sqm of PV panels, supply the equivalent of lighting for 25,000 sqm of workspace Geothermal energy covering part of heating and cooling needs Annual energy consumption 66% lower than average consumptions of the existing
Slide 14: … and supports decarbonation with new projects
… and supports decarbonation with new projects Compared carbon emissions over project life cycle Tour Triangle Recent office(1) 1,521kgCO eq/sqm 2 2,053 kgCO eq/sqm 2 -26% On average over 50 years, the construction and use of Triangle tower instead of an average recent office located in Paris inner
Slide 15: Execution of the deleveraging plan ongoing
Execution of the deleveraging plan ongoing Objectives Complete €4.0 Bn Controlled CAPEX Radically reduce financial deployment with European disposal exposure focused development programme to US in 2022/2023 pipeline and reduced (2021/2022) cost base Suspend dividend payment for fiscal years 2020, 20
Slide 16: European disposal programme well advanced
European disposal programme well advanced Retail – 44% of disposals Offices – 56% of disposals +1.6% vs. +12.3% vs. €1.1 Bn(1) 4.8% NIY €1.4 Bn(1)(2) 3.9% NIY last appraisal last appraisal JV partnerships 100% sale 100% sale with long-term institutional partners, of assets not core to the Group’s of
Slide 17: US strategy on track
US strategy on track Regional portfolio Superior Quality Mall Recovery Markets Opening streamlining €0.4 Bn of debt reduction 95% of URW’s US shopping Strong mall operating Financing market through transfer of centres are in the “A” fundamentals improving for A-rated ownership of 5 assets(1) rating
Slide 18: LTV improving on net debt reduction
LTV improving on net debt reduction 25.0 50% €24.2 €24.2 2020 €24.2 Bn(3) 24.0 44.7% Disposals & 45% -€2.3 Bn foreclosures 43.3% 42.5% 23.0 Recurring Earnings -€1.0 Bn €22.6 38.6% 40% €22.1 Working capital -€0.2 Bn 22.0 FX +€0.4 Bn 21.0 35% (1) 2019 2020 2021 2021 pro-forma CAPEX +€1.1 Bn Net Financ
Slide 19: Leasing strategy supports higher activity and long-term rental value
Leasing strategy supports higher activity and long-term rental value 2,399 leases signed (vs. 2,359 in 2019) 1. Long-term leases (>36 months) 2. Short-term leases (≤36 months) › Standard lease terms with MGR and an SBR top-up › Pragmatic approach to lease terms › Demanding on the tenant quality › Pr
Slide 20: Vacancy levels decreased in H2-2021
Vacancy levels decreased in H2-2021 14.0% 13.1% 12.2% 11.6% 11.4% 11.0% 10.6% 9.7% 9.1% 8.9% 8.3% 7.7% 7.5% 7.0% 5.4% 4.9% 5.0% 4.0% 4.2% 2.5% Continental UK US Group Europe FY-2019 vacancy FY-2020 vacancy H1-2021 vacancy FY-2021 vacancy Q1-2022 vacancy 2022 Annual General Meeting 20
Slide 21: Stores at the core of retailer success
Stores at the core of retailer success Consumers want in-person Physical and digital channels Physical stores drive shopping experiences complement each other retailer profitability(6) “In-store sales have increased compared to 2019 with 11% less stores in operation”(1) “We saw just how well the phy
Slide 22: Retailers understand this and have increased their footprint with us
Retailers understand this and have increased their footprint with us Top 50 retailers(1) evolution between 2019 – 2021 >7% Average increase >6% Average increase in GLA in MGR (1) Top 50 retailers in terms of MGR, representing 33% of total GLA and 29% of total MGR 2022 Annual General Meeting 22
Slide 23: Success in office letting: Trinity
Success in office letting: Trinity 7 63 559 % leased € Per sqm, weighted Deals signed in 2021 (30,103 sqm) as at average face rent year end 2021 office GLA(1) 3,500 sqm of green urban spaces, with 60 trees planted HQE Exceptional and BREEAM Excellent Operable windows offering natural ventilation Bui
Slide 24: Convention & Exhibition: strong recovery of activity in H2
Convention & Exhibition: strong recovery of activity in H2 Recovery H2-2021 - 2022 Back to “normal” H1-2023 KCorp Experience, Palais des Congrès de Paris Paris Olympics From H2-2023 Strong interest from organisers for 2021-2022 278 401 81% events in H2-2021 pre-bookings 2022(1) number of events vs.
Slide 25: Delivering committed pipeline while unlocking future mixed-use opportunities
Delivering committed pipeline while unlocking future mixed-use Land bank and flexible development opportunities opportunities with significant untapped asset value Committed pipeline expected to generate additional ~€100 Mn >150/200 bps Pre-development Minimum spread NRI and valuation uplift spend b
Slide 26: Guidance
Guidance Guidance for 2022 of an Adjusted Recurring EPS of €8.20 to €8.40 confirmed in Q1
Slide 27: The path to 2024
The path to 2024 Recovering retail Delivering on US Growth platform Sustainable NRI and Group and European combining new dividend EBITDA back to deleveraging revenues and reinstated for pre-COVID levels programmes unlocked asset fiscal year 2023 by 2023-24(1) value (1) Based on European portfolio on
Slide 28: URW in 2024 and beyond
URW in 2024 and beyond A C C E L E R AT E REVERSIONARY POTENTIAL GROW NEW DEVELOPMENT PROJECTS DELIVER THE INCREASED STRENGTHEN COMMITTED BUILD NEW NEW REVENUES PIPELINE REVENUE PLATFORMS 2019 EBITDA level INCREASE COMPLETE OCCUPANCY DISPOSAL PROGRAMME Today 2024 NB: Based on European portfolio only
Slide 29: Governance
Governance Ww UNIBAIL-RODAMCO-WESTFIELD
Slide 30: The Management Board
The Management Board Jean-Marie TRITANT Chief Executive Officer Chairman of the MB 5 members A Chief Customer Officer with a role on customer- centricity, brand and retailer Olivier Caroline partnerships, digital BOSSARD PUECHOULTRES innovation and emerging Chief Investment Officer Chief Customer Of
Slide 31: The Supervisory Board
The Supervisory Board P O S T 2 0 2 2 A G M (1) Mr John McFarlane Ms Susana Gallardo Mr Léon Bressler Mr Roderick Munsters Mr Xavier Niel Ms Aline Sylla-Walbaum Audit Committee Member GNRC(2) Member Supervisory Board Chair GNRC(2) Chair GNRC(2) Member GNRC(2) Member Audit Committee Member RENEWALS A
Slide 32: The Supervisory Board
The Supervisory Board P O S T 2 0 2 2 A G M (1) Gender Independence Areas of expertise(3) Executive or Board of Intl. Group 100% 50% 50% EU Market 100% Real Estate/Asset Mgmt 80% 80% Finance 70% ESG/Sustainability 70% UK Market 70% United Kingdom: 1 Restructuring/Disposals 70% Netherlands: 1 Retail/
Slide 33: Remuneration
2021 Remuneration & 2022 Remuneration policy
Slide 34: The remuneration policy creates strong alignment with strategic goals and shareholder returns
The remuneration policy creates strong alignment with strategic goals and shareholder returns Policy updates Short and long-term incentive plans ― Management Board remuneration policy reviewed ― AREPS and ESG metrics embedded in both short- and long-term incentives ― Increase in variable component w
Slide 35: Auditors' reports
reports UNIBAIL-RODAMCO-WESTFIELD
Slide 36: Auditors' reports
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 agreements 2022 Annual General Meeting 36
Slide 37: 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 38: Report on the consolidated financial statements
Report on the consolidated financial statements RESOLUTION NO. 2 Key audit matters: Valuation of the Recoverable Amount of Evaluation and Accounting for financial investment property intangible assets with an accounting for rent debt and derivative portfolio, including indefinite useful life and rel
Slide 39: Special report on regulated agreements
Special report on regulated agreements RESOLUTION NO. 4 No new agreement authorized and concluded during the year to be submitted to the approval of the AGM We have been informed that the following agreement, previously approved by prior Shareholders’ Meetings, has remained in force during the year:
Slide 40: 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 NO. 20 Authorization to increase the share capital by issuing ordinary shares and/or securitie
Slide 41: Final Quorum
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Slide 42: Shareholders' questions
Shareholders’ questions Ww UNIBAIL-RODAMCO-WESTFIELD
Slide 43: Resolutions submitted to the combined general meeting
Resolutions submitted to the combined general meeting 2022 Annual General Meeting 43
Slide 44: 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 N A L The number of votes, corresponding to the number of shares you hold and/or represent, is indicated on the screen Buttons to use Other buttons are not considered 2022 Annual General Meeting 44
Slide 45: 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 O N T H E S C R E E N , I T I S I N D I C AT E D: 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 : Other buttons are not considered Th
Slide 46: 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, 2021 2022 Annual General Meeting 46
Slide 47: 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, 2021 2022 Annual General Meeting 47
Slide 48: Allocation of net income
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 3 Allocation of net income for the year ended December 31, 2021 2022 Annual General Meeting 48
Slide 49: Approval of Statutory Auditors' special report on related party agreements
Resolutions submitted 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 2022 Annual General Meeting 49
Slide 50: Remuneration of Jean-Marie Tritant, CEO
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 5 Approval of the total remuneration and benefits of any kind paid during the financial year ended December 31, 2021 or granted in respect of the same financial year to Mr. Jean-Marie Tritant, as Chief Executive Officer €238k Jean-
Slide 51: Remuneration of Olivier Bossard
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, 2021 or granted in respect of the same financial year to Mr. Olivier Bossard, as member of the Management Board €116k O
Slide 52: 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, 2021 or granted in respect of the same financial year to Mr. Fabrice Mouchel, as member of the Management Board €126k F
Slide 53: Remuneration of Astrid Panosyan
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, 2021 or granted in respect of the same financial year to Ms. Astrid Panosyan, as member of the Management Board €116k A
Slide 54: Remuneration of Caroline Puechoultres
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, 2021 or granted in respect of the same financial year to Ms. Caroline Puechoultres, as member of the Management Board s
Slide 55: Remuneration of Léon Bressler
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, 2021 or granted in respect of the same financial year to Mr. Léon Bressler, as Chairman of the Supervisory Board 2022
Slide 56: Approval of the remuneration report of corporate officers
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 11 Approval of the remuneration report of the corporate officers in accordance with Article L. 22-10-34 I of the French Commercial Code 2022 Annual General Meeting 56
Slide 57: Remuneration policy of the Chairman of the Management Board
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 12 Approval of the remuneration policy of the Chairman of the Management Board 2022 Annual General Meeting 57
Slide 58: Remuneration policy of Management Board members
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 13 Approval of the remuneration policy of the members of the Management Board, other than the Chairman 2022 Annual General Meeting 58
Slide 59: Remuneration policy of Supervisory Board members
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 14 Approval of the remuneration policy of the members of the Supervisory Board 2022 Annual General Meeting 59
Slide 60: Renewal of Ms. Julie Avrane
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 15 Renewal of the term of office of Ms. Julie Avrane as member of the Supervisory Board Julie Avrane Audit Committee Member Independent ― Coopted in 2020; to be renewed for a 3-year term ― 100% SB/AC attendance in 2021, including a
Slide 61: Renewal of Ms. Cécile Cabanis
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 16 Renewal of the term of office of Ms. Cécile Cabanis as member of the Supervisory Board Cécile Cabanis SB Vice-Chair Chair of the Audit Committee Independent ― Coopted in 2020; to be renewed for a 3-year term ― 100% SB/AC attenda
Slide 62: Renewal of Ms. Dagmar Kollmann
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 17 Renewal of the term of office of Ms. Dagmar Kollmann as member of the Supervisory Board Dagmar Kollmann Governance, Nomination and Remuneration Committee Member Independent ― Appointed in 2014; to be renewed for a 3-year term ―
Slide 63: Appointment of Mr. Michel Dessolain
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 18 Appointment of Mr. Michel Dessolain as member of the Supervisory Board Michel Dessolain Audit Committee Member Non independent ― To be nominated for a 3-year term 2022 Annual General Meeting 63
Slide 64: Authorisation to purchase the Company's shares
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 19 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 2022 Annual General Meeting 64
Slide 65: Authorisation to reduce share capital by cancelling shares
Resolutions submitted to the extraordinary general meeting RESOLUTION NO. 20 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 2022 Annual General Meeti
Slide 66: Capital increase for company savings plan participants
Resolutions submitted to the extraordinary general meeting RESOLUTION NO. 21 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 savin
Slide 67: Authorisation to grant stock options
Resolutions submitted to the extraordinary general meeting RESOLUTION NO. 22 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 and
Slide 68: Authorisation to grant free shares
Resolutions submitted to the extraordinary general meeting RESOLUTION NO. 23 Authorisation to be granted to the Management Board to grant free shares in the Company and/or Stapled Shares to the benefit of employees and executive officers of the Company and/or its subsidiaries 2022 Annual General Mee
Slide 69: Powers for formalities
Resolutions submitted to the ordinary general meeting RESOLUTION NO. 24 Powers for formalities 2022 Annual General Meeting 69
Slide 70: urw.com
W UNIBAIL-RODAMCO-WESTFIELD urw.com
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