Unibail-Rodamco-Westfield SE (EPA:URW)
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Apr 27, 2026, 5:35 PM CET
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EGM 2020

Nov 10, 2020

Speaker 1

Ladies and gentlemen, dear shareholders, first of all, allow me, on behalf of the entire group, to express our gratitude and solidarity to all those who tirelessly fought on the front line against the pandemic, as well as those who have had to suffer from COVID-19. As Chairman of the Supervisory Board, I would like to welcome you to the General Assembly of Unibail-Rodamco-Westfield SE. This year, our Annual General Meeting is being held in a very unusual format, because our group shares a single priority: to safeguard the health and safety of all shareholders, employees, customers, and service providers. We were therefore forced to hold the shareholders' meeting behind closed doors without the physical presence of our shareholders and any other members who are usually entitled to attend due to health circumstances.

These provisions comply with Article four of the order number 2020-321 of the 25th of March, 2020, adapting the rules of meeting and deliberation of meetings of legal entities due to the COVID-19 epidemic. In application of the stock exchange regulations in force, URW was yesterday compelled to publish the results of a general meeting yesterday evening. In many respects, this general meeting is therefore very atypical. We are perfectly aware of this. Simultaneous translation will be provided for English-speaking shareholders. At my side are present Mr. Christophe Cuvillier , Chairman of the Executive Board, and Mr. David Zeitoun, Group General Counsel. In accordance with the law, I now open the shareholders' meeting called by the executive board, and I propose that you proceed with the constitution of the meeting's officers.

In these exceptional circumstances, and in accordance with the aforementioned provisions of the government, the duties of tellers will be performed by Philippe Collombel and Jean-Marie Tritant . Mr. David Zeitoun will act as Secretary of this meeting. I give him the floor to recall the conditions for convening our meeting and for making the documents available. Convening of shareholders and provision of documents. The invitation to this meeting were issued in accordance with the legal and regulatory provisions. A notice of meeting prior to this meeting was published on the 30th of September, 2020, in Bulletin [Foreign language] . A press release was also distributed to the [Foreign language] . A notice of meeting was published in the legal gazette, [Foreign language] , and the [Foreign language] on the 23rd of October, 2020.

I remind you that on the 15th of October, 2020 , Flagship Retail Investment and Rock Investment shareholders acting in concert, requested the inclusion on the agenda of a shareholders' meeting on the 10th of November, 2020 , of three draft resolutions for the appointment of three new members of the company's Supervisory Board. These resolutions have been added to the agenda of this meeting. Following the advice of a Supervisory Board, the Executive Board decided on the 16th of October, 2020 , to not approve resolutions A, B, and C. I hereby inform you that all the information and documents required by the law have been made available to shareholders, including on the company's website, in accordance with legal and regulatory provisions. I would like to inform you that the proceedings of this meeting are being broadcast live on video, which will remain available on the company's website.

In addition, Mr. Raphael Perrot, a bailiff, has been appointed to certify the legality of the vote, voting operations and of today's shareholders' meeting. Quorum of the meeting. Concerning the quorum, the calculation for the shareholders meeting is based on 138,468,385 shares. As this is a shareholders' meeting convened on first notice, the quorum required for resolutions to put on the ordinary shareholders' meeting is one-fifth of the shares carrying voting rights, i.e., 27,693,676 shares. The quorum required for a resolution submitted to the extraordinary shareholders' meeting is one quarter of the shares with voting rights, 34,617,097 shares.

I would like to specify that shareholders were able to cast their votes remotely via the internet on a secure voting platform, Votaccess, and by post, using the postal voting forms. As the meeting is being held in camera, it will not be possible to propose amendments or new resolutions or to ask new oral questions. According to the attendance sheet drawn up by BNP Paribas Securities Services, our registrar, for shareholders represented or having voted by mail will, for the ordinary part, a total of 82,168,528 shares, representing 59.34% of the voting rights. The legal quorum has therefore been reached. For the extraordinary part, a total of 82,176,543 shares, or 59.34% of the voting rights.

The legal quorum has therefore been reached. As this is an assembly behind closed door, there is no voting in session. The quorum is definitive. The officers will certify the present sheet by affixing their signature thereon. Thank you, Mr. Zeitoun, for all these clarifications. This assembly is thus regularly constituted and can validly deliberate. Concerning the agenda, I invite you to consult the notice of meeting brochure and its addendum, which have been made available to you on our website. I would now like to give the floor to Mr. Christophe Cuvillier, Chairman of the Executive Board.

Good morning, and welcome to this general meeting. The health situation has prevented us from holding this GM physically. I know that many of you are attending virtually, and I would like to thank you for that. I hope that in the current context of pandemic, you and your families are in good health. We've been invited to communicate without any further waiting, the results of the postal vote, which ended yesterday afternoon, this information being considered sensitive. We are sincerely sorry, but we had no alternative but to do this last night before the Australian market opened, in order to avoid any potential leaks. I hope you will understand, given the importance of what you were called to vote on.

Indeed, we called this general meeting to seek approval for the issue of EUR 3.5 billion of new capital as part of the URW's Reset plan, EUR 9 billion plan, presented on September 16, 2020. Since I would like to thank all shareholders, especially the majority who voted in favor of this capital increase, which eventually was rejected. Since it started in March, the COVID-19 outbreak crisis has had a material impact on URW's businesses, including lengthy shopping center closures and a drop in rental income. Also, retail trends for which the group had already been positioning its portfolio have been accelerated by the pandemic. Over the past month, the management board and senior management team have engaged in an ongoing basis with the supervisory board about the management of the business and capital structure.

The rationale behind the reset plan, which represents more than EUR 9 billion with four main components, including the EUR 3.5 billion capital raise, is to immediately reduce the group's leverage and to enable URW to preserve its strong investment grade credit rating, A - Baa1 , and secure unrestricted access to the credit markets, and so maintain a sustainable capital structure and to execute our long-term strategy. The capital structure is very important for URW, especially in today's volatile environment. URW leverage metrics are markedly higher than key peers like Simon and Klépierre, looking at both net debt over EBITDA, as well as net debt over enterprise value. Furthermore, while URW's debt maturity profile is well spread, EUR 6.7 billion on long-term debt and EUR 5.8 billion on revolving credit facilities, will need to be either refinanced or renewed over the next 24 months.

This illustrates why unrestricted access to the credit market is so important. You are all aware of the challenges that the current health crisis brings. Recovery was well underway through the summer until September, when the first signs of a second wave appeared. Footfall recovery showed encouraging progress, demonstrating the resilience and appeal of URW's portfolio and its flagship locations. In Europe, all centers have been open since June 15th, and in the U.S., the reopening has been more gradual, with the last centers in LA only reopening again from October 8th. Footfall in Europe in August and September was at around 75% of 2019 levels, but has since moderated with new second wave restrictions. Tenant negotiations are well on track, with 72% now agreed, up from 25% at the end of July, with outcomes in line with expectations.

We expect total rent relief for the periods the centers were closed in H1 to be in the range of EUR 250 million-EUR 290 million. That is between 1.4 and 1.7 months of rent. Rent collection improved month after month, with 52% of Q2 rents collected versus 38% reported as of July 24th, and 79% of Q3 rents collected, of which 91% are Continental Europe. That the collection rate in the U.S. lagged should not be a surprise, as most centers were closed for longer. However, the COVID-19 situation is unfortunately still very uncertain. As of September 30th, 96% of the group's shopping centers had reopened. But as of October 31st, because of new restrictions, 65% of the group shopping centers by value or 75% by GLA, were fully opened.

As you can see on the right, many countries are re-implementing restrictions, especially the second national lockdown in France, the U.K., Czech Republic and Poland. These ongoing restrictions have obviously an immediate impact on consumer spending and retailer prospects, and nobody knows at this point how long this will last. However, there is also some good news. Slovakia allowed the reopening of shopping centers after just two weeks of lockdown, following a massive comprehensive exercise to test half of its citizens. And surely, the news regarding a future vaccine from Pfizer that was announced yesterday, minutes before 1:00 P.M. Our priority in this situation remains to reduce the leverage of the group.

The key pillars, which by now you all know, are a EUR 3.5 billion capital raise, which has not been voted favorably, a EUR 1 billion dividend cash savings over the next two years, a further EUR 0.8 billion reduction in development and non-essential operating CapEx, and the acceleration of the EUR 4 billion European disposals expected to be completed by the end of 2021. With the signing of the sale of the Shift office building a few days ago, EUR 620 million have already been realized. The combination of all these measures is designed to ensure continued unrestricted access to the debt markets and to keep our debt low, with an LTV between 30% and 40%, and net debt over EBITDA below 9. The latter objective to be achieved by the end of 2021.

A few words now to conclude this quick presentation before we go to the QA. Since April 2013 , I've been the chairman of the board, and I've been working with exceptional teams. I would like to pay tribute to these teams. Since the beginning of the crisis, they have been relentlessly working as centers, shopping centers were closed, reopened, in some countries, closed again. It has been a difficult year, and yet they were able to keep a dialogue and negotiate with our customers. I know that we've been working together strongly, with a strong conviction, a clear strategy to overcome difficulties, hurdles, and all the uncertainties connected to COVID-19.

There is a structural trend that we're still convinced of, which is, and we've seen as soon as centers reopened, which is that footfall has increased and very quickly. We were close to 80%, between 80% and 90% of pre-crisis levels. In these difficult times of isolation and distance, we all need physical locations where we can meet, where we can share, and simply have a good time, simply to be together. This is one of the key lessons of this terrible crisis, the biggest one since 1929. Our visitors have increased their online spending, but refused to digitize all their purchases. Shopping centers have a bright future as long as we know how to anticipate, understand, and respond to customer expectations. This is our ambition, and this is what we're working on.

It is with that in mind, and in spite of the circumstances, that we have relentlessly worked to implement our concentration strategy, our differentiation strategy, and innovation to have superior shopping centers and be a leader in our markets and in our different geographies. I just talked about uncertainty. We've had bad news repeatedly, up to yesterday, when two pharmaceutical companies announced that they had reached a key milestone in the development of a vaccine. And this is something that makes us very happy. A vaccine means potentially hundreds of thousands of lives saved, and this is important to overcome this virus. Of course, the next steps, clinical steps, have to be validated, but it would have an impact on our real estate. It would have an impact on URW and on our disposals.

So this announcement was unexpected, and we have to remain vigilant about the next steps. We'll have to see whether the vaccine really works, when it will be launched, and how quickly people will be vaccinated. All this has to be confirmed before we can even plan on a sustainable recovery of our business. My duty at the head of URW, and in agreement with the Supervisory Board, is to preserve the group's capacity to the long-term action. I'm absolutely convinced that we have to be cautious in these difficult and exceptional times. Yesterday's news doesn't change the need to reinforce the group's balance sheet. The level of debt of the company is too high. The capital increase has not been approved by shareholders, and therefore, we need to implement the next steps of Reset.

The EUR 4 billion of disposal, EUR 620 million of Shift, which have already been signed, EUR 1.1 billion in savings, and EUR 800 million in investment reductions. These are absolutely indispensable to reach our debt objectives, and we have to look at other alternatives as well to further reinforce the structure, the financial structure of the company. URW has remarkable assets in unique locations, and this is our strength. It is operated by exceptional teams around the world, which I'm proud of. We are best in class in terms of CSR, and this was an important milestone as well. And I call for it, for our efforts in these areas to continue. I'd like to come back to the past week and some of the debates you've witnessed.

We welcome criticism, but it should be done in a responsible way, with a willingness to contribute to the company in a positive way, and while always respecting the people who have made the success of this company. What we've witnessed last week is not what I consider a good dialogue. It is not what I consider proper risk management for a company like URW. I believe in our responsibility to act and propose solutions, and this is even more true when we weather such storms. It is true with the board of directors, as well as with the supervisory board. You can count on my complete commitment and the commitment of the entire team to weather this storm and be prepared for the world once we recover. Over to the next part of this General Assembly.

I would like to remind you that the shareholders had the opportunity to use a special email box at their disposal to ask their questions. We have received 17 written questions from three shareholders. Those within the meaning of articles L. 225-108 and R. 225-84 of the French Commercial Code. Given the number of questions, shareholders are invited to read all the questions and answers on the company's website in a section dedicated to the shareholders' meeting of the 10th of November, 2020, in order to encourage shareholder dialogue, and in addition to the legal mechanism for written questions, shareholders now have the possibilities to ask questions via a platform made available to them on our company's website. Please indicate which is the first question? The first question comes from Suleiman Ravel. It's in English. Where do the debt covenants typically lie? Thank you for this question.

Fabrice Mouchel, could you please answer this question, Fabrice? Fabrice Mouchel is our Financial Director, Financial Officer. Yes, good morning. So on the bank covenants, we are subject to, there are three types. The first one is a debt ratio called LTV. Its limit is 60%. Just to remind you that today, the level of the group, when it comes to debt ratio, is 42%. So we are far from the 60% ratio, which is a covenant level of a bank covenant. The second ratio is a ICR ratio, so that's the cover of interest by the EBITDA, it's 10x . Today, on the 30th of September, we're 4x , we've got a 4x ratio, and we've got the FFO ratio on net debt 4%, fixed at 4%, and today we are at 5%.

So we have some leeway, some flexibility when it comes to this level of covenant. Next question, please. The next question comes from Pierre Monteyard. Why the results were communicated before the general assembly? Christophe. Well, we have said it wasn't our initial choice, but we were invited, bearing in mind the regulations, rules, and the risks. Proxy votes, postal votes were closed yesterday afternoon, and we were invited to communicate these figures before the hours of the opening of the Australian market. As you know, we are on the Australian stock market. I understand your question, and I'm terribly sorry, but we didn't have the choice to, but to communicate these figures before the general assembly. The votes were closed, it doesn't change their nature, but it has allowed for markets to be informed of these very highly sensitive information, as you can probably imagine.

Next question, Pierre Alger. Instead of raising capital, why not get surprise dividends until the financial situation improves? Christophe. This is a fascinating question. We designed a reset plan in several pillars, several pillars that could be activated at the same time, four breaks that we activated at the same several breaks at the same time. So we'd offered this issue, but has not been accepted, so the question no longer is relevant. Moreover, the disposal plan, the EUR 4 billion disposal plan, since we've acquired Westfield, we have already disposed of EUR 5.3 billion in excellent conditions, extremely fast, in a bit more than two years, EUR 5.3 billion with an expertise bonus, value of 5%, of increase of cash, EUR 250 million max.

The savings, basing ourselves on the calculations for the dividends for 2020, under 2019 figures. So if we limit it to the figures in cash, it's EUR 500 million in cash savings, same for 2022, for the 2021 results, so EUR 1 billion in cash savings and EUR 800 million saved in operations and investment savings. So it was a EUR 9.3 billion plan, EUR 3.5 billion in capital raises. The Reset plan for the parts that don't depend on shareholder votes, which are also essential to preserve and strengthen the balance of the group, is not enough of a group, but it's going to continue. I'd like to specify something else, because this morning I was asked a question.

The rejection of the vote to issue, to raise more capital is not an opposition of the shareholders who are against them. There's more shareholders, 60% of the shareholders voted in favor of this plan, even in the favor of the alternative plan, and when you look at the quorum, I regret that it's not higher. It's only 22% of shareholders who voted against this plan, so Colin Dyer is going to organize a meeting of the Supervisory Board to talk about this General Assembly. And moreover, the management board have started working on this very late last night, and we have stepped up our work to find new solutions, but we haven't done yet, but which we commit ourselves to try and find, to try and work on, to identify better solutions to reduce the debt ratio of a group very fast.

So the news of a vaccine that no one expected is reason for us to be extremely hopeful and accelerate, hopefully, some disposals as well. But less than 24 hours after the news broke, it's quite difficult to talk about this. So the issue of new capital is not going to take in a form that we'd expected, but we are closely attached and motivated with the management team to work on this and find solutions. Another question from Ernest Ye. The Klépierre group has just issued EUR 600 million at the rate of 8.75%, so the refinancing of real estate is not a burning subject. Fabrice, could you please answer? Fabrice? No. We've seen this operation take place. Just to remind you what the group's done over the first half.

Now, since the Reset plan was announced, it was difficult to access the market for, well, quite obvious reasons. Just to remind you what the group's done over the first half, we've raised EUR 2.2 billion on the bond market ourselves, and a 12-year bond that was emitted in June at 2% interest. So all in all, the debt raised over the first half had an average maturity of 9.3 years, with an average coupon about 2.3%, which was only above the average of the coupon that was raised in the first half of 2019 by 60 basis points. So as soon as a group has a possibility of accessing financial markets, we do so.

We did so looking for long-term maturities that please do bear in mind, and the best under a little under a year ago, we raised 30-year maturity with a 1.75% coupon. So that's something we're looking for as well. Another very important thing we need to think about, this access to the market has allowed us to increase the liquidity of the group. And for your information, when we have EUR 1.3 billion in cash, EUR 9.3 billion in credit lines, and when you compare the situation with the situation that prevailed at the end of 2018, we have EUR 2.5 billion in extra cash and EUR 1 billion in complementary lines in comparison with what was the case in 2018. So these are subjects we are looking at closely. Moreover, we are looking at the short-term liquidity subjects.

Just to specify one thing, for the first half, we raised GBP 600 million in the CCFF program of the Bank of England that aims to support companies in the case of a pandemic. So we continue, and will continuously continue looking at opportunities on the bond market. What we are going to do now is, in view of the information that is now incorporated in the market, we're going to look at the conditions of spread, and so the market conditions of a group, and see what actions need to be carried out with short-term debt, so the commercial paper of debt market, and the long-term debt. Just one point I'd like to add, too. You understood this, I believe. There were questions or interpretations that were erroneous.

The question wasn't a question of very short-term liquidity, which is ensured thanks to the exceptional work done by Fabrice Mouchel , and the treasury teams of URW. Extraordinary work. The case is a situation that could worsen and was worsened on the long term, with not transiently, but very short-term liquidity. Was not the solution of a short-term problem. It was the sustainability of a group on a long term.

If a market continues worsening, the responsibility of a company, of its management and supervisory board, is to ensure the sustainability over time, independently of market conditions, especially if these conditions are very difficult and uncertain. We have another question from Bernard Lenoir. "So does the management board intend to resign?" Well, it's the future of a company that's at stake.

It's not the future of such or such member of a management board. The enterprise must motivate us, and my only motivation, which is shared by all the management of URW, so we want to serve the interests of the enterprise to the service of all its shareholders. That's the only thing that matters right now. Thank you very much. One final question from Sebastian Deverye. "Are you not scared that telework is going to take over, which will diminish the offer for rental in offices?" This is an interesting question on operations, actually. I actually believe that most of the observers of the office market think that on the short term, there is going to be a contraction of demand for new office square meters. It's very difficult. It's just like the penetration of the Internet on sales.

It's difficult to draw lines from data that's quite very partial. I saw people draw conclusions on the penetration of Internet, basing themselves on what was happening in April, when all the stores were closed. I'm not a statistics expert, but I've got lots of professional experience. You can't draw conclusions from eight typical months. I think it's the same for our offices. People say we've gone from one to two days of telework, 40%, 40% rental surface, less demand. I don't believe that's the case, because the office is gonna have to be nicer than home. Otherwise, we won't have a reason to go back to the office, but I've been back in the offices the eleventh of May, for reasons you can imagine. We are actually far more efficient in our office than at home. There's nothing wrong with telework.

Working from home, it's essential, it's helpful, and sometimes even compulsory, but being in the office, meeting your colleagues, taking 30 decisions in thirty minutes, instead of one decision by video conference, is far more efficient. So offices are gonna have to change, they're gonna have to adapt. Moreover, that's very important, and that's the mirror. Even if our office strategies aren't the same as for our shopping mall strategies, it's the mirror of our portfolio in shopping malls. We have activities in shopping malls, and we are number two worldwide, number one, Europe, but we are a niche actor. We only have 88 shopping malls worldwide, but we're a niche actor on the office market, because as soon as our offices are rented and properly rented, we sell them, and sell them very well. And the past four years actually proved that.

But you need to have the right product in the right moment, at the right place, and we're specialized in the creation of exceptional offices in exceptional places, especially in the La Défense neighborhood, which isn't as busy nowadays because of the priority given to work from home, but it's very attractive for companies. And I believe we were very successful with the Majunga Tower, which was finalized in 2014 , rented in 18 months, and sold last year in excellent conditions. It was the best product available at La Défense in the day, and no one can deny that. We are finalizing the building of Trinity Tower, that is just behind the CNIT shopping center, where your group has decided to put their headquarters. And I can actually pass on some good news.

We are s igning a rental contract with a major French corporation. That means that more than 52% of the Trinity Tower will be rented very shortly. It's a sign that when you have a good product at the right moment, with the right teams, despite the difficulties of the market, you can have resounding successes. So this Q&A session is now over. I'm going to give you the results of the votes for each of the resolutions. So resolution number one is rejected. Resolution number two?

This resolution is adopted with a total vote of 78.7%. Resolution three is adopted with a total vote, favorable vote, of 91.39%. Resolution by Flagship Retail and ROC, these are resolutions which had not been approved, that we have resolutions A, which has been adopted with a favorable vote of 63.26%. Resolution B has been adopted with a favorable vote of 59.16%, and resolution C, which has been adopted with a favorable vote of 60.99%. Now give the floor to Mr. Colin Dyer, who will close this meeting. Thank you, David.

Ladies and gentlemen, dear shareholders, the Annual General Meeting of the Unibail-Rodamco-Westfield Group is drawing to a close, and I would like to thank you on behalf of the entire Supervisory Board for your participation, despite the restrictions due to the health crisis. The shareholders were notably called upon to vote today on a EUR 3.5 billion Capital Increase proposed by the Executive Board, and unanimously supported by the Supervisory Board as part of the Reset plan of more than EUR 9 billion, designed to strengthen the Group's balance sheet. This increase was not approved by two-thirds of the voting shareholders, 38.38% of them voting against the resolution. This Capital Increase was intended to enable the group to significantly strengthen its balance sheet in order to preserve its room for maneuver in a particularly uncertain economic and financial context.

The recent announcements of a vaccine against COVID-19 represent a significant change in the environment in which the group operates, with direct consequences for commercial real estate and, of course, for Unibail-Rodamco-Westfield. In addition, shareholders voted in favor of the appointment of Mr. Bressler and Niel, as well as Mrs. Susana Gallardo, as member of the Supervisory Board of URW.

The Supervisory Board will meet in the next few days in the presence of these new members and the Executive Board to take note of the results of the votes of the shareholders meeting, to study the consequences and take into account the recent developments related to the potential vaccine, and to evaluate the different options to allow the necessary debt reduction of the group. The Supervisory Board and the Executive Board shall keep the market regularly informed of any decisions they may have to make. Thank you very much for your attention. The meeting is adjourned.

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