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

May 15, 2020

Christophe Cuvillier
Chairman of the Management Board, Unibail-Rodamco-Westfield

Ladies and gentlemen, dear shareholders, allow me, first of all, on behalf of the group as a whole, to express our gratitude and solidarity to all those of you who are tirelessly fighting against the pandemic, as well as those who were impacted by COVID-19. As the Chairman of the Supervisory Board, it is my pleasure to welcome you to the 2020 general meeting of Unibail-Rodamco-Westfield SE. Being unable to travel to France due to travel restrictions, I was not able to be physically present at the assembly, and I sincerely regret it. In accordance with the provisions of decree number 2020-418 of April tenth, 2020, implementing the aforementioned decree, Mrs. Sophie Stabile, member of the Supervisory Board, has been appointed by the Supervisory Board Chair to this shareholders' meeting. Well, thank you very much.

This year, our annual general meeting is being held in a very unusual format because we have a top priority altogether: safeguard the health and safety of all shareholders, employees, and service providers. So due to the circumstances, we've had to organize it behind closed doors. These provisions are consistent with Article 4 of the ordinance of March 25, 2020, adapting the rules of meetings and deliberations of meetings of legal entities due to the COVID-19 epidemic. We will provide simultaneous translation for English-speaking shareholders. All our teams in all countries are mobilized to ensure the continuity of our business as much as possible. We've decided to deploy home officing on a massive scale when and wherever possible, and we're trying to support employment measures in certain countries.

Our teams are now working to reopen our facilities in countries where it is possible or where it has been announced in the short term. At the same time, ambitious action plans have been launched, and strategic decisions were taken to contain the financial impact of this crisis on our company's profitability. In the meantime, the company's liquidities were improved to address the immediate needs. Meantime, the company remains a socially responsible player and intends to contribute to the collective effort in the fight against the pandemic by committing to numerous actions aimed at the men and women involved and those who have been unfortunately impacted by the disease. On my side, I have Mr. Cuvillier, the Chairman of the Management Board, as well as Mr. David Zeitoun, who is the Group General Counsel.

In accordance with the law, I would like to now open the meeting, the shareholders' meeting, called by the Management 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 adopted by the government, the duties of tellers will be performed by Mr. Olivier Bossard and Mr. Christophe Cuvillier. David Zeitoun will be the secretary of this meeting. I will now give the floor to Mr. Zeitoun to remind you of the conditions of the convening of this meeting and with respect to the documents available as well. Well, the convening of the shareholders was done in accordance with. Notice rather was given on the twenty-seventh of March, 2020, in the Bulletin des Annonces Légales Obligatoires.

A press release was also distributed with the French financial market regulator. A notice of meeting was published in the Legal Gazette, Les Petites Affiches, and in the Bulletin des Annonces Légales Obligatoires on April twenty-second. I would like to inform you that the board has not received any requests from shareholders to add new draft resolutions to the agenda. I would like to inform you as well, that all the information that was required by law have been made available by shareholders, including on the company's website, in accordance with all legal and regulatory provisions. I would also like to inform you that this assembly will be video recorded. It will be available on the company's website, and Mr. Raphaël Péraud, the bailiff, was appointed in order to confirm the regularity of this meeting.

Last but not least, I would like to inform you that the statutory auditors will be represented by Mr. Emmanuel Gadrey, who will present the conclusions of their report. Regarding the quorum, the calculation is based on a hundred and thirty million six hundred and fifty-eight shares convened on first notice. The quorum required for the resolutions by the ordinary meeting is one-fifth of the shares who have writing votes. That's twenty-seven million six hundred and seventy-nine thousand eight hundred and forty-seven shares. The quorum required for the resolutions of the extraordinary is one-fourth. That's thirty-four million five hundred and ninety-nine thousand eight hundred and nine shares. Let me also say that shareholders have the possibility to express their votes remotely using the Votaccess secure platform or by regular mail.

According to the attendance sheet drawn up by BNP Paribas Securities Services, which is our registrar, the shareholders represented or having voted remotely represented 76,592,963 shares, which represents 55.3%. We therefore have the legal quorum. Since this meeting is held behind closed doors, the quorum is definitive. The officers will certify this sheet of paper by affixing their signature. Thank you, Mr. Zeitoun, for all your clarifications. The assembly is therefore regularly constituted and can validly deliberate. Concerning the agenda, I invite you to look at the brochure, which has been made available on our website. I would now like to give the floor to Mr. Christophe Cuvillier, who is the Chairman of the Management Board. Hello, and welcome to our 2020 general meeting.

The first and hopefully the last virtual AGM. I'm sure this feels as strange to you as it does to us, and we miss being able to do this in the usual setting. As most businesses, we have been hit by the COVID-19 pandemic. Its impact was sudden, but our teams lost no time in reacting, and I would like to thank them for their involvement in this different period. Our reason why, reinvent being together, really is 100% relevant in this period. We actually had a pretty good start of the year, with tenant sales at end of February growing by 2.8% before COVID forced us to close most of our shopping centers mid-March.

We immediately decided to not burden the liquidity of our tenants by switching from quarterly to monthly billings and by deferring the rents of April and then May. It is today much too early to estimate the full impact of the pandemic, and we decided to withdraw our 2020 guidance until we have a clearer view on the effects on our rents. One of our main focus, right from the beginning of the crisis, has been to ensure the company's liquidity. To do this, we implemented a number of measures, among which drawing on existing credit lines and raising debt, including EUR 1.4 billion of bonds, canceling the final dividend, deferring EUR 500 million of capital expenditure, removing a further EUR 1.6 billion from the development pipeline, which included the Westfield Milan project, and the launch of a plan to reduce administrative costs.

April twenty-eighth, we had ample liquidity with EUR 11.7 billion of cash on hand and undrawn credit lines. So throughout the crisis, our priority has been to protect the health and safety of our people, and also to engage in many initiatives in all our regions to support local communities, including helping health workers and providing shelter for the victims of domestic violence during the confinement. Our teams have been really incredible. We received lots of positive feedback for our actions. I would like here to thank all of them for their engagement. We have now safely reopened many of our centers. It is crucial that they are and are perceived as the safest places for our customers.

To that end, we're making sure we comply with this, with extremely strict health and safety regulations, and we're even going beyond. I'm proud to say that we've prepared, with the help of epidemiologists, our own health and safety referential, which will be labeled by Bureau Veritas and applied in all URW centers in Europe. It is obviously too early at this point to draw conclusions on how the business is restarting and on how long it will take before we normal operations resume. Our most important shopping centers in Paris have not been allowed to reopen yet. We still have yet to hear from the UK, and our US teams are opening, reopening today. There are five first centers in Florida, and four other centers will follow next week, among which the first in California.

The activities in the convention and exhibition venues of Viparis will only resume as from September. We will, of course, update the markets regularly on the recovery. Let's talk about the 2019 results. It was a very intense year in a difficult environment for commercial real estate. We are delivering adjusted recurring earnings per share EUR 12.37, which is ahead of the forecast. We're going from EUR 11.80 to EUR 12, announced on early 2019, and then from EUR 12.10 to EUR 12.30 during the half-year results. With the agreement signed on February twelfth to dispose of a 54.2% stake in the French assets for a price of 100% of the €2 billion, we will have generated net disposal proceeds for URW of €4.8 billion since the acquisition of Westfield.

As far as operations are concerned, we reached a growth of our NRI of +3.1% for our retail division in continental Europe. Despite a difficult month of December in France due to the public transport strike, we posted a very strong growth, +3.7% in group-wide tenant sales for twenty nineteen. However, even with confidence in our business model and our teams, we've heard the concerns expressed by our shareholders. We have therefore performed an in-depth review of our pipeline and reduced it from EUR 11.9 billion to EUR 8.3 billion at the end of December twenty nineteen. Finally, we also made good progress on our CSR strategy, Better Places 2030, which I will come back to in a few minutes.

Let's take a look now at the two thousand nineteen results. Our scope of two thousand nineteen is only, includes continental Europe. As indicated a few minutes ago, the LFL growth of our NRI is 3.1%, as I said, -1.2% in offices, but on a much smaller basis due to the numerous disposals carried out in both two thousand eighteen and two thousand nineteen, +3% for our congress and exhibitions business. That's a 3% increase of our NRI growth in continental Europe. The group's adjusted recurring, that's EPS, has reached 1,237 EUR. EPRA NAV stood at 213.30 EUR per share.

That's 3.8% down versus 2018, mainly due to a yield effect and the negative market mark-to-market of our debt and our financial instruments. Group's EPRA NAV came to €217.50 per share, -7% versus 2018. Let's now take a look at the operational performance in Continental Europe. As we said earlier, it's been a very good year in terms of tenant sales, which reflect the superior quality of our portfolio, which has been streamlined over the years, and of course, the work of our teams. +5.2% sales growth in Continental Europe as at the end of November 2019, outperforming national indices by 300 basis points. With outstanding performance in the Nordics, mainly linked to Tesla.

Very good performance also in France and in Central Europe, and an improved performance in Germany, +4.4%. In the following table, this is a real, really great satisfaction. It is the illustration that the market is one thing, but the individual performance of niche actors like us, like we are, is another. Our year-on-year outperformance versus the market proves that our assets are the preferred destination for retailers and brands, and our strategy of concentration, differentiation, and innovation translates directly into superior performance, not just one year, but almost every year. Increasing the desirability of our shopping centers enabled us to generate healthy MGR uplifts, +12% in 2019, of which 13.9% for flagships.

Two thousand and nineteen was another busy year for our leasing teams, with 1,367 leases signed and a rotation rate of 10.6%. Like-for-like basis NRI grew by 3.1%, thanks to a very good second half, with very strong growth. In Spain, 10.5% due to a solid leasing performance and a reversal of a provision, and in Central Europe, +4%. An improved performance in France, +2.8%, and in Austria, 2.5%. Germany was flat due to key money base effect in two thousand and eighteen, and the Nordics, at -2.6%, were affected by some departures and bankruptcies, as well as an increase in the provisions for doubtful debtors.

The strong performance of the Netherlands was mainly due to the release of a provision for doubtful debt. Let's now move to the U.K. and the U.S. results. In the U.K., the year was contrasted. In a very challenged market due to the weight of internet sales, soaring business rates, which reached record highs, and of course, the uncertainty around the Brexit, and this led to a high number of bankruptcies and CVAs. In this context, tenant sales in our centers posted a strong increase at 4.7%, and footfall was up 2.8% in total. The like-for-like NRI, however, suffered from several retailer failures and delayed leasing, and was down 4.2% for the year, and vacancy was up 7.7% versus 7.4 at the end of 2018.

In the US, a very challenged market as we're speaking, we made significant progress in flagships. This is satisfactory for 2019. NRI growth is back in positive territory, with a +2.4% in total and 5.4% for the flagships. Flagships represented nearly 90% of the American portfolio and GMV, and more than 80% for its NRI. Occupancy was down 80 basis points from 2018, but 140 basis points up versus June 2019, and flagships were stable. Occupancy was affected by bankruptcies and other store closures, which peaked in the US market. Rental spreads came to +1.6% for our US portfolio, +4% for the flagship.

Total tenant sales increased by 1.6% and 3.2% for the flagships. Specialty sales, the productivity of stores, for stores under 1,000 square meters, are up 5.1%, thanks in particular to the luxury goods, dining, and technology sectors. I would now like to spend a couple minutes looking at our vision for the evolution, maybe I should say, revolution of the business of the retail market and our strategy. Retail is not equal. Not all operators are created equal. Not all shopping center portfolios are created equal. URW is undoubtedly the best place of all retail landlords because we own and operate the highest footfall centers, 19 of the 30 best centers in Europe, in the best catchment areas, with the highest average incomes, in locations best connected to public transport.

And because we've regularly invested more than any other operator to adapt our centers to the challenges of today and tomorrow, 80% of our portfolio, in value, is less than 10 years old. So I have no doubt that even in a post-COVID world, the superior quality of our portfolio will be a huge asset for URW, which since people will certainly want to be together again when it is safe to do so. And retail real estate is about retailers. This is why, despite the current difficulties in the retail market, we keep signing deals at higher MGR than previous rents, with new retailers or with existing retailers choosing to stay in our centers, and often deciding to increase the size of their stores.

More than 800,000 square meters were signed last year for a total of EUR 432 million of MGR. That's 300,000 square meters of relettings. This is why we're consistently working to increase the share of our strategic categories, such as dining and entertainment, on sports, health, and beauty, such as DNVB, with Amazon opening bookstores in our centers in the USA or Amazon Go convenience stores, such as the one that just opened in Westfield in San Francisco. We have the Amazon 4-star stores, which has just opened in Westfield Topanga in LA.

Even the best fashion retailers want to expand their footprint with us, especially the ones that are successful because they have seriously invested in their internet operations and their supply chain, and in the modernization of their stores. They've been very selective in new store openings. The best example is maybe Inditex, which signed the largest Zara in France, Westfield Les Quatre Temps, and the largest Bershka in a shopping center worldwide, which will open late 2020 in the Forum des Halles in Paris. Let's now move to the office division. The 2019 results reflect the major disposals of 2018 and 2019. Our office NRI shrinking by 30.9% overall, and by almost 42% in France.

The like-for-like NRI performance of minus 1.2 is not representative, as the scope has been consistently reduced. As far as the Congress and Exhibition division is concerned, two thousand and nineteen was an excellent year, with recurring NOI up 11.4% over two thousand and seventeen, the last comparable year. A very good addition of the Paris Air Show, and a great progression of our Congress business, thanks to the Paris Convention Center, inaugurated in two thousand and seventeen. Paris is now the world capital of Congress, ranked as the number one for events with over 5,000 participants. The number of congresses hosted by Viparis increased by +7% last year and revenues by close to 12%.

Recent deliveries at the Porte de Versailles, with a new Hall 6 and the Novotel and Mama Shelter hotels, will help boost revenues and confirm the attractiveness of this site as an event destination. An update now on sustainability. URW made a strong commitment to CSR in 2007, with structured actions within its operating scope, in particular in terms of energy and carbon intensity, yielding significant results over the two commitment periods up to 2016. In 2016, the group launched Better Places 2030, a strong CSR transformation program involving all businesses and all employees. With this program, URW was the first listed real estate company to integrate CSR in its entire value chain, including, and this is quite unique in the industry, in Scope 3, which is the carbon emissions from construction, our store operations, and transportation of our visitors.

In two thousand and nineteen, we extended our Better Places 2030 strategy. We've extended it geographically. It now includes the U.K. and the U.S., and we've extended it to new challenges, such as responsible consumption, the circular economy, biodiversity, and the resilience of our communities. Our strategy remains focused on its main objective, reducing the group's CO footprint by 50% before twenty thirty. That's the CO two footprint, I beg your pardon. Better Places 2030 is structured around three pillars. Better Spaces, the ambition of which is, as I just mentioned, to reduce the greenhouse gas emissions by 50% across our entire value chain by twenty thirty. Better Communities, to support the development of the communities in which we operate. And Better Together, so that all of our employees are committed players in this transformation.

On each of these three pillars, significant progress was achieved in two thousand and nineteen. Here are a few examples: In environmental matters, more than 20% reduction in the carbon footprint of operations, including the energy of lessees, and almost six times more installed capacity in renewable energy on our assets. For the cities and neighborhoods in which we operate, the URW for Jobs program, in partnership with local engineers and employment agencies, has enabled more than 750 people to integrate a job or certifying training. Finally, internally, the program strongly involves employees. 64% of employees already have at least one CSR objective, even though this subject remained voluntary for our British and American employees, and 84% of group employees participated in two thousand and nineteen in a group volunteers program. Our leadership in CSR is widely recognized and rewarded.

GRESB has, for example, elected us sector leader among all listed retail real estate companies worldwide. And for the second year, we were included in the A list of the Climate Disclosure Program, and we were noted Prime C+ by ISS ESG. Great rewards for the teams at URW, and a true recognition of our efforts in this essential path for our industry. Now on to our development pipeline. As I told you in my introduction, we have confidence in our strategy and are convinced that our development pipeline plays a significant role in our growth and value creation. However, we also heard our investors' concerns and performed an in-depth analysis of our pipeline. At year-end, 2019, we removed EUR 3.2 billion of projects in all retail. Sorry, all retail.

We thus reduced our overall pipeline from EUR 11.9 billion to EUR 8.3 billion. Out of these EUR 8.3 billion, EUR 2.8 billion have already been invested to date, which means we have another EUR 5.5 billion that remains to be invested over the next seven years. EUR 2.7 billion of the EUR 8.3 billion have already been committed. As I mentioned at the beginning of my presentation, we have reduced the pipeline by a further EUR 1.6 billion in Q1. This was reported or announced on April twenty-ninth, including the removal of the Westfield Milan project. The projects removed from our pipeline are ones that are really required to be redefined, or that have been postponed to distant dates, or that no longer met our return targets.

The EUR 8.3 billion corresponded to 1.4 million square meters of new, refurbished, or restructured GLA, of which 43% in retail, 21% in offices, and the rest in dining, hotels, or residential. A clear illustration of our strategy to introduce more mixed-use components into our existing projects and sites. A word now on the integration of Westfield. It is tracking to plan. Out of the initial synergies, objective was, I remind you, of EUR 100 million, including EUR 60 million in cost synergies and EUR 40 million in revenue synergies. At the end of 2019, we achieved EUR 87.9 million of cost synergies and EUR 11.1 million in revenue synergies. That's a total of EUR 99 million. Now to our progress on disposals.

On February the twelfth, we announced we had formed a strategic partnership with Crédit Agricole Assurances and La Française on five French shopping centers, Aéroville, So Ouest, Centre Alma, Toison d'Or, and Confluence. Collectively, these centers have 272,000 square meters of URW owned GLA, with 42.5 million annual visits, and are very productive, with sales of almost 6,500 EUR per square meter. So the quality of these centers and URW's recognized operational management skills were a significant factor in achieving this transaction. The implied offer price of EUR 2 billion for 100% of the assets is in this line, and the unaffected book value as at December 2018 reflects the NIY of 4.80%.

In the current context, institutional investors are looking for high-quality retail and real estate assets, but also for managers capable of operating these assets and who preferably remain invested alongside them. Following the receipt of non-binding letters of intent at the end of two thousand and nineteen, Crédit Agricole Assurance and La Française have irrevocably committed to acquire a 54.2% stake in the JV holding these assets. URW's stake is therefore 45.8%. A syndicate of banks has underwritten a non-recourse EUR 1 billion loan. We will continue to manage the centers on a long-term contract and will therefore receive management fees. URW will account for this JV using the equity method. The transaction is subject to standard closing conditions, as the URW social committee has already given its unanimous position, positive opinion, sorry.

We are confident we will close this transaction at the end of Q2. As announced, we would, of course, inform the market should there be any change. Net disposal proceeds for URW are expected to be EUR 1.511 million, sorry. I would like to remind you here that we've obtained excellent results on our disposal targets. We sold, since June 2018, five office assets of EUR 2.4 billion at a 6.2% premium to book value, and 12 retail assets for a total of EUR 2.4 billion, at an aggregate premium of 3.3% to book in a very tough transaction climate for retail. These disposals amount to a total of EUR 4.8 billion, at a net initial yield of 4.6%, at a premium to book of 4.8%.

I would like to congratulate the teams for these great successes. In 2019, we raised 4.6 billion of long-term capital at attractive rates in Europe and in the US. The average maturity of the debt raised is almost 12 years, and it is at the average cost of 1.7%. Active liability management resulted in an average cost of debt of 1.6%, stable compared to 2018. This figure is the blended average of 0.9% for debt in euros and 3.4% for the dollars and pound-denominated debt. Extending the average maturity to a record level of 8.2 years, while keeping the average cost so low, was a great achievement for the team. For our LTV, it stood at 38.6% at December 31, 2019.

Pro forma, for the disposal of the five French assets, this ratio would have been 37.2%. Our interest coverage ratio was 5.7 times. The difference with 2018 is the full year effect of ex-Westfield debt and debt incurred to finance the transaction. The debt we expect to raise in the medium term is well hedged, 100% for 2020 and 2021, 95% for 2022, and 85% for 2023 and 2024. I presented to the AGM last year the group's strategic priorities, which you can see reminded here in the left column. We first announced an increased disposal target of EUR 6 billion. To date, we have already sold or agreed on EUR 4.8 billion. We are therefore at 80% of the target.

We still have EUR 1.2 billion to sell, half offices, half shopping centers. We're now planning to further increase our target with EUR 2.5 billion in additional sales targets, targeted for 2020 and 2021. Second, we said that we would review our development pipeline. EUR 3.2 billion in projects have been removed from the pipeline at the end of 2019, and we will obviously give priority to extensions and mixed-use projects on our flagships. Thirdly, we said we would seek partners for certain projects. That's what we did for Cherry Park residential project in London, Westfield Stratford City, QuadReal, and PSP, and we will continue this strategy. Finally, we said we would continue to improve our cost base and realize revenue synergies. As I said earlier, we're on the right track with already EUR 99 million in synergies. Let me now conclude.

From an operational standpoint, two thousand and nineteen was a very good year for our key performance indicators, and our adjusted recurring EPS exceeded expectations. We are continuing our strategic plan. The integration is on track with the launch of the Westfield brand in 10 European shopping centers and EUR 99 million in synergies that were achieved. 80% of the EUR 6 billion disposal plan has been reached, and the pipeline has been reduced. For 2020, and in the medium term, we will continue our de-leveraging, and we aim to continue to outperform operationally in markets that, however, remain difficult.

Of course, our short-term priorities during the COVID-19 crisis are to protect our employees, customers, and service providers, to manage the crisis on a daily basis, as close to the field as possible, and you can be sure we will be fully committed from the teams and in permanent contact with our Supervisory Board. It is also to manage negotiations with tenants, to ensure the group's liquidity, to reduce our cost base and our investments, to reopen our sites under the best conditions, and of course, respecting all the health regulations of the local authorities in each country, possibly even region, and to prepare for the post-COVID world, which will necessarily be very different from our world of just two months ago.

Rest assured of my total commitment, that of Jaap Tonkens, our CFO, the entire management team, as well as all of the Unibail-Rodamco-Westfield employees, with the support of our Supervisory Board. I am very impressed once again by the capacity of our company and its employees to mobilize and work day and night to overcome this crisis of unprecedented violence, to preserve the solidity of the group and emerge stronger still. Thank you.

Sophie Stabile
Member of the Supervisory Board, Unibail-Rodamco-Westfield

Thank you, Christophe, for your presentation. Thank you, David. Could you please now remind us the structure, the governance structure of the group since Westfield was acquired? The governance of our group is based on two entities, Unibail-Rodamco-Westfield, the parent company, whose general assembly is taking place today, and WFD Unibail-Rodamco N.V., a Dutch subsidiary that is made up of 40% consolidated by Unibail-Rodamco-Westfield, as they both have their own social organization. In order to ensure perfect coordination of the implementation of our strategy, both members of the management of Unibail-Rodamco-Westfield SE are both president and vice president of the Supervisory Board of WFD Unibail-Rodamco N.V. Coordination between the two entities is simplified by Management Committee, internal organ of the group. The Management Board is made up of two members, Mr.

Christophe Cuvillier, who is the president of the Management Board, and Jaap Tonkens, CFO of the group. So under the reserve of the observation of renewal, the four of its members, Supervisory Board, chaired by Mr. Colin Dyer, is made up of nine members, including four women, who represent seven nationalities, 100% independent, and regrouping a field of expertise that extremely wide, including in finance, real estate, digital, e-commerce, and sustainable development. This year, they taking into account the legal framework in which there are the votes on the payouts for to social company representatives. We have five out of seven resolutions that were approved by General Assembly last year. There was also a report on the payout and the applicable remuneration policy under Resolutions Nine to Eleven.

The Remuneration Committee, chaired by Madam Mary Harris, is made up of independent members. They formulate the recommendations to the Supervisory Board. These recommendations are based on the analysis of market practice and comparable companies that are supplied by an independent counsel. They aim to link the payment of the management board members with performance and group, maintaining balance, including on a short and long term, bearing in mind our regular discussions with many shareholders and also respecting the recommendations of AFEP-MEDEF when it comes to the money paid out to managers. The Management Board remuneration policy was defined in 2018, for the length of the term of its members, with a desire for stability, until 2020. In 2019, a minor modification was decided upon after many discussions with our shareholders, and certain points were clarified.

As was said, the modalities for a performance measurement would have to do with a relative TSR. So now, the share performance will be the object of one and only test at the end of a performance period of three years. It was also decided that unless there were exceptional circumstances, the target of long-term variable compensation would be between 70% and 90% of the fixed annual compensation. And finally, the Supervisory Board, on recommendation of a Remuneration Committee, reserves the right to exercise discretion in exceptional circumstances, unforeseeable circumstances like the current pandemic. They will also be able to reduce the attributions of a long-term variable compensation or adjust the calculation formula. Any use of this possibility of adjustment will be communicated to shareholders and justified.

In the context of a crisis linked to coronavirus and during the measures of partial activities that are currently underway, the members of the Supervisory Board and also the Management Board and have offered to reduce their fixed compensation by 25%. As for the Management Board and the management committee, an equivalent reduction will be implemented on their long-term variable, annual variable compensation, pardon. Now, I will give the floor to David Zeitoun here to present the compensation paid out to the management board member for twenty nineteen. So the compensation of the president of the Management Board is currently up on the screen, and is a strict application of the compensation policy that was adopted in twenty nineteen. Mr.

Christophe Cuvillier, as every other member of the Management Board, does not have any employment contract, has no defined benefit pension plan, no contractual severance compensation, and has no contractual non-competition compensation. His fixed annual compensation paid out in 2019 is EUR 1,250,000, and has not changed in 2019. The quantitative part of the annual variable compensation of the Management Board president is capped at 160% fixed compensation. The qualitative part is capped at 40% of his fixed compensation. The level of reaching the qualitative objectives is 78.5%. The total level of achievement was 85.9%.

However, the President of the Management Board, bearing in mind the experience of the shareholders in 2019, wanted to bring down the amount that was paid out in 2019 at the same level as 2018, EUR 1,979,000, 79.2% of the options. For his long-term variable compensation, the Management Board President saw a performance award being paid out to him; he received 42,500 performance options and 9,774 performance shares for an economic value of 70% of his fixed remuneration. That is the low end of the amount that was mentioned earlier on. This is a direct translation of the compensation policy that is underway.

The compensation for 2019 of Jaap Tonkens is up on the screen. His fixed annual compensation has not changed since 2018, June 2018, and was worth EUR 800,000. The total score of the variable annual compensation was 84.9% of the cap. Jaap Tonkens, just like Christophe Cuvillier, wanted to bring down this amount to what was paid out in 2018, EUR 902,000, 75.1% of it. The economic value of his long-term variable compensation was 70% of his fixed remuneration. All in all, 57.9% of the total compensation, Jaap Tonkens, is directly linked to the short and middle term performance of your company.

In compliance with the new legal framework, the total compensation of the members of the Management Board were compared to the compensation of a French staff of the group. The detail is up, presented in the Universal Registration Document for 2019. In 2019, the ratio between the total compensation of the president of the Management Board and the average compensation of the staff of the group was 39.5. The remuneration, the compensation policy of the Supervisory Board for 2020 is up on the screen. I would like to remind you that the members of the board do not get any other compensation or indemnity from your company. A minor change is on offer that is linked to the compensation linked to intercontinental travel.

The attendance fee of the Supervisory Board is stable, EUR 1.4 million, and complemented with the compensation of its president. You are brought to speak on the compensation that is paid out for 2019 to the Chairman of the Supervisory Board. This term is linked to the payout of attendance fees, to which are added attendance fees as a member, in his term as chairman of the Nomination and Governance Committee. As to where he lives, the president has also received compensation for travel outside of his country of residence. For 2019, Colin Dyer received EUR 298,500. You also have to speak out on the reappointments of the Supervisory Board. Two renewals for three years, Mr.

Colin Dyer and Roderick Munsters, and two two-year renewals, Philippe Collombel and Dagmar Kollmann. The Management Board does not ask for any specific comments on the part of the monitoring committee. The accounts closed in 2019 were reviewed by the audit committee and certified by the auditors and upon no other observation on the part of the Auditing and Supervisory Board. Mr. Emmanuel Gadrey, who represents the external auditors of the company, is now going to take the floor. Dear shareholders, good afternoon. On behalf of the Auditors College, I have the honor of presenting the annual reports that we have established for your attention on the part of the ordinary part and extraordinary part of this mixed general assembly.

All the reports were made available to you by the company and can be found in the universal document that is available on the internet website of the company. I would like to summarize the terms of the report. As for the account, the main objective of our mission is to get reasonable assurance on the sincerity, the regularity, and the fidelity of the account, and to make sure that they have no significant anomalies. Our audit approach is adapted to the activities and geographies of the group. Our work has been on top of checking of the amounts and information that can be found in the annual and consolidated accounts through regular controls. It has led us to appreciate the environment of internal checks, opening balances. All the accounting procedures were also checked, significant estimates, and the presentation of all the accounts.

We'd also like to remind you that our report on the accounts have a specific part that describes the key points of the audit that are linked to the risk of significant anomaly, which, under our professional judgment, were the most important for the auditing of the account of the past year, and the responses that we adapted in face of these risks. As for the annual accounts of Unibail-Rodamco, which are the object of the first vote, the vote of the first resolution, our report on annual accounts is in pages 385 to 388 of the universal document. It has an unreserved opinion on the accounts and notes that are annexed on the thirty-first of December, two thousand and nineteen.

In the third part of our report, the key points of the audit are the assessment of the equity interests and debt securities that are attached for accounting of the financial debt and the derivative instruments. We would also like to confirm in our report that we have carried out the specific checks that can be found in regulatory and legal checks, and also on the report of the Supervisory Board on corporate governance and the commitments, compensation advantages paid out to the management teams. As for the consolidated accounts that will be given to your approbation in the vote of the second resolution, our report can be found on pages 379 to 384 of the document. It gives an unreserved observation and has no observations.

In the first part of this report, we would like to confirm that we have carried out an audit under the professional norms that are applicable to France, and we certify the regularity and sincerity of the consolidated accounts that were prepared in compliance with the IFRS reference framework, as is adopted in the EU. In the third part of the report, we would like to specify the key points of the audit that have contributed to the making of our opinion. We have identified the following key points. Firstly, the assessment of the investment properties, including investment properties that are under construction, held directly or indirectly, the recoverable amounts of intangible assets whose usage length is indeterminate, and the goodwill that is linked to the acquisition by Westfield, the assessment of the financial debt and the derivative instrument.

The detail can be found on page 300 to 382 of the document. As for our special report on regulated agreement, which is the object of the fourth resolution, I will now summarize our special report on the regulated agreement. You will find the full version of this on page 389 of the document. In the first part of this special report, we inform you that no new agreement is the object of the approbation of your general assembly. In the second part of the report, we also inform you that no previously adopted agreement went on under last year. As for reports linked to extraordinary resolutions, our reports on the operations, on capital operations that had been planned under Resolutions 17 to 19, 21 and 22 of this general assembly, there is no specific mention or observation.

We will establish complementary report, if necessary, in the use of these authorizations by your Management Board. Thank you very much for your attention. Thank you very much, Mr. Gadret. Now we will give the floor to David Zeitoun to present the written questions of the shareholders. I would like to remind you that our shareholders have a possibility of sending questions either by email or regular mail. So the questions have to do with global warming, payment, compensation, man, women parity, tax paid by the group. Bearing in mind the general and technical characteristics of these questions, the shareholders can actually consult the questions and answer on the internet site of the company in the special part that is dedicated to general assembly for twenty twenty. We also received five written questions from one shareholder.

Because of their interest for all the shareholders, Christophe Cuvillier wanted to answer these questions in session as synthetically as possible. The detailed answers can be accessible on the website of the company. Could you please remind us how the rents are invoiced? What is part of fixed and what is the fixed and variable part in the total rents, both for Europe, U.S., and U.K., how are variable rent and minimum guaranteed rent determined? We have a minimum guaranteed rate is the majority of the rent paid into the group. The standard leases depend on one country or the other. In most European countries, in continental Europe, the minimum rent is annually reviewed, dependent of local index of consumer prices.

In the U.S., the rent goes up in a fixed amount every year, and this annual increase is contractually fixed when the lease is signed. Finally, in the U.K., there is a revision of a rent after five years, and the rent is indexed on the income of the renters, and it's only 2.7% of the group, of the net rental of the group for 2019. What is the typical profile of our tenants? What are SMEs? What part, how many of our tenants are at risk? In your release on the twenty-ninth of February, press release of the twenty-ninth of February, you said you had received 20% of the rents for April. As of fifteenth of May, have you seen an improvement or a deterioration? Why so little?

Could you please tell us what measures you have implemented to sort out the situation? So this is a very long question. URW has many types of tenant, which is actually made more complex by our geographic diversification. So we have tenants from major international chains, but also very prosperous local companies. As a lessor, URW has only got access to the sales figures of the tenants who carry out their activities in our centers, and not for global revenues for subsidiaries of companies for personal companies. So we cannot give the exact percentage of SMEs in our portfolios. In the next few weeks, when the discussions with the tenants will start, we'll have more information on this.

The URW group is aware of the impact of the pandemic on the tenants' cash flow, and the group has actually informed the companies whose stores were closed during the crisis that their rents for April would be pushed back to the third quarter. The tenants did not have to pay rent for April up to now. We have actually managed to collect 20% of the rent for April, and we've also decided to push back the rents for May. We are going to support our tenants during the crisis on a case-by-case basis, focusing first on those who need it the most. That is small and middle-sized companies and restaurant owners, operators rather. We will mobilize solutions with cancellations and also granting extra time on paying rent.

We will have no cover for rents that are not paid out by insurance companies. However, several tenants were able to give warranties that have to link to several months of rent, which could, if necessary, compensate unpaid rent if the tenant decided to not reopen. In some countries, like Sweden or the Czech Republic, the government supports the owners and tenants who have decided to reduce the rent they pay out. The government pays some of the rent, which is a very good system for all. What is the share of your shopping centers that are still open nowadays? Could you give us an overview on a country by country, mostly France, US, Central Europe, Spain?... The northern Nordic countries, what is the part of restaurants in our incomes?

We have also talked about the reopening dates in the presentation you've just seen. All our shopping centers in Germany, Austria, Czech Republic, Poland, and Denmark are open. Denmark has just reopened. Our shopping centers in Sweden and the Netherlands never closed. They were open in March, April, and May. In France, about 12 shopping centers reopened on the eleventh of May. However, about 10 shopping centers, mostly in the Paris region and in Lyon, are still closed because of government directive. We are actively working for them to be able to reopen shortly. In the US, five of our shopping centers in Florida are reopening, and two centers in Connecticut, another center in Florida, and a Westfield Galleria at Roseville, in the Sacramento region, will reopen next week. California is our main American state.

Well, the reopening won't take place at the level of a state in itself, but at level of every county. As for food, supermarkets, hypermarkets, bakers, butchers, fishmongers, and so on, the exposure is limited. It's about 3% of our minimum guaranteed rent, because in part, in Europe, supermarket and hypermarket are actually the property of the operators. They are co-owners of the centers. Where are we in the divestment process of a five shopping center that was announced in February last year? Can the Crédit Agricole La Française consortium still leave? Can we revise the prices, bringing them down? The offer is $2 billion, but the net divestment product is $1.5 billion. What is the difference linked to?

Christophe Cuvillier
Chairman of the Management Board, Unibail-Rodamco-Westfield

Uh,

Sophie Stabile
Member of the Supervisory Board, Unibail-Rodamco-Westfield

The operation is underway in compliance with the forecast and legal obligations. We will give market information as soon as the new elements which are linked to the advancement level of a transaction are available. The total part of a portfolio is EUR 2 billion. Do not forget that URW will keep a part in this joint venture. The EUR 1.5 billion part is linked to the amount of the loan and the funds brought in by Crédit Agricole Assurances and La Française Asset Management. That is about 50% of the portfolio. Final questions. What explanations could you give us at, after the clear, counterperformance of a share? Could you tell us the main questions, hopes, and also fears of the financial committees, brokers, and share managers, and rating agencies on our company?

We don't want to interpret market trend, but the very important volatility of a market does not reflect the strength of our company or our assets. Part of this underperformance, relative underperformance, could be due to the temporary ban on short selling that was implemented in countries in the south of Europe, France, Spain, and Italy, after the COVID crisis. In this framework, they cannot increase their short selling, so and it was underway for the companies that are on these markets. However, URW is also on a Netherlands share stock market, who did not implement this ban. So there is a slight discrepancy with the South. So if investment does want to short sell on the commercial field, they are overrepresented on the URW share.

We also have to meet several challenges because of the in-depth social transformation that is impacting commerce nowadays and the effect of the COVID-19 crisis. We think that things will pick up very slowly, but consumers are resilient. They will come back to our center for shopping, to see friends and family, and to have brilliant consumer, customer experience. And I'd also like to remind you, we have implemented many strategies for this to make sure this is safe. I think we're in a very good position, thanks to all these divestments of smaller assets. We thought they were less strategic and less competitive in our current flagships. This can be reflected in the better operation performance of the URW assets, the revenues of companies that are always over market index. What are the questions of our investments?

The economic pickup, the speed, the shape of a recovery, URW, and at what pace will we have an increase of footfall in our centers?

Christophe Cuvillier
Chairman of the Management Board, Unibail-Rodamco-Westfield

Then there are the perspectives of online sales. There again, I think that we shouldn't just re-look at the press, you know, the headlines. There are a lot of brands that were born online and that decided to open physical stores, and others that were very traditional initially, and then went online. Our shopping centers have increased and reinforced their market share, thanks to the sales of our tenants, and they have systematically above national indices. Which means that our centers outperform others, and when they do, they grow. During the COVID-19 crisis, I should draw your attention to the fact that the decline of sales of tenants shows the importance of physical stores. Some were able to offset by online sales, others were not.

But again, physical stores will continue to play a key role. I do think that the market doesn't really make the distinction between the perspective of results with for companies that have a better portfolio. Again, we have nineteen of the biggest thirty the thirty biggest centers in Europe. And the other companies that don't have a portfolio of similar quality. When I read reports of financial analysts, there's always a little bit of fear of having the British contagion. To see what is happening in the UK market, with more and more companies filing for bankruptcy and eventually having a domino effect in Europe. I think there is a fundamental difference between these markets. First of all, we're not everywhere.

We're only in London, in the two biggest shopping centers in the U.K., the biggest in Europe, with tremendous footfall. The shopping centers in the U.K. and in England are driven by very well-known brands. Others in Europe have hypermarkets that drive their sales. All these stores remained open, which is continuing to bring visitors. The U.K. market has also been impacted by additional taxes that have been very high, and these taxes have not had the same, have not been seen in other European countries, so we can't compare the British market or the U.K. market with the European market, where the retail model is just very different.

This is true for Unibail-Rodamco, but it's true for the entire industry, which is much more resilient in other countries. Last but not least, I'd like to say a word about the shareholders and financial analysts regarding our debt, and the risk of seeing our assets value dropping. Investors are obviously interested in the bottom line of the company, and the value of our asset is calculated twice a year by independent experts, and are presented when we announce our first half results, and then when we announce the annual results. On December thirty-first, two thousand and nineteen, our debt level was 38.6%, and the coverage hedging rate was 5.7 times. Which gives us a lot of leeway, a lot of margin, to stick to the covenants that are defined by...

That are 60% and times two. To reach that covenant level in terms of ratio, we would have to see a deterioration that would be two times higher than the one of the 2008 crisis. So after completing the disposal of the French assets, we will have completed EUR 4.8 billion in disposals since the transaction with Westfield. And the impact of these disposals, along with the additional assets that could be disposed of, I think is quite reassuring when it comes to the debt of the company. And of course, which has been reinforced since the beginning of the pandemic.

We've reviewed, revisited our portfolio, and we've announced that beyond the reductions that were announced in two thousand and nineteen, we were removing another 1.6 billion of new projects, including Westfield Milan, in addition to the 3.2 billion that were already removed in two thousand and nineteen. So this will reduce the need for future cash. And as we said, also, we have 11.7 billion EUR in cash available and non-used credit lines. Oh, thank you. Thank you, Mr. Zeitoun. Let's now turn to the results of the votes. I'm going to give you the results of the votes for each of the resolutions. Mr. Raphaël Péraud was appointed to control the regularity of the remote voting operations.

So resolution number one, the approval of the company's financial statements for the year ended December thirty-first, two thousand and nineteen. The resolution was adopted at 99.96%. Resolution number two, approval of the consolidated financial statements for the financial year ending December thirty-first, two thousand and nineteen, adopted at 99.96%. Resolution number three, the appropriation of earnings for the year ended December thirty-first, two thousand and nineteen. Resolution adopted at 99.92%. Resolution number four, approval of the special report of the statutory auditors on related party agreements covered by articles L225-86 of the French Commercial Code, adopted at 99.96%. Resolution number five, approval of the components of the total compensation and benefits of any kind paid or granted for the financial year ending December thirty-first, two thousand and nineteen, to Mr.

Christophe Cuvillier as Chairman of the Management Board. Resolution was adopted at 97.74%. Resolution number six, approval of the elements comprising the total compensation and benefits of any kind paid or allocated for the year ending December thirty, two thousand and nineteen to Mr. Jaap Tonkens. It is adopted at 78.16%. Resolution number seven, approval of the components of the total compensation and benefits of any kind or granted for the financial year ended December thirty-first, two thousand and eighteen, to Mr. Colin Dyer, as Chairman of the Supervisory Board. This resolution was adopted at 99.46%. Resolution number eight, approval of the report on the compensation of corporate officers pursuant to Article L. 225-100 of the French Commercial Code. Resolution was adopted at 92.89%.

Resolution number nine, approval of the principles and criteria for determining, allocating, and the components of the total compensation and benefits of any kind attributable to the chairman of the management board. The resolution was adopted at 74.5%. Resolution number ten, approval of the principles and criteria for determining, allocating and allocating the components of the total compensation and benefits of any kind attributable to the members of the management board other than the chairman. The resolution was adopted at 99%. Resolution number eleven, approval of the principles and criteria for determining and allocating the components of the total compensation and benefits of any kind attributable to the members of the supervisory board. The resolution was adopted at 97.98%. Resolution number twelve, the renewal of the term of office of Mr.

Colin Dyer as a member of the Supervisory Board. Resolution was adopted at 99.88%. Resolution number 13, renewal of the term of office of Mr. Philippe Collombel as member of the Supervisory Board. Resolution was adopted at 99.90%. Resolution number 14 on the renewal of the term of office of Mrs. Dagmar Kollmann as a member of the Supervisory Board. The resolution was adopted at 96.97%. Resolution number 15 on the renewal of the term of office of Mr. Roderick Munsters as member of the Supervisory Board. Resolution was adopted at 95.89%. Resolution 16, authorization granted to the Management Board to allow the company to repurchase or buy back its own shares under the provisions of articles L. 225-209 and out of the French Commercial Code.

Resolution adopted at 96.74%. Resolution 17, authorization granted to the Management Board to reduce the share capital by canceling shares purchased by the company. In accordance with Article L. 225-209 of the French Commercial Code, the resolution adopted at 99.05%. Resolution 18, delegation of authority granted to the Management Board to issue ordinary and/or securities conferring access immediately and/or in the future to the share capital of the company or one of its subsidiaries, with the preferential subscription rights for existing shareholders. The resolution was adopted at 99.70%.

Resolution nineteen, delegation of authority granted to the Management Board to issue ordinary and/or securities conferring access immediately and/or in the future to the share capital of the company or one of its subsidiaries, with cancellation of the preferential subscription rights by way of a public offering. Resolution was adopted by at 99.21%. Resolution twenty, delegation of authority granted to the Management Board to increase the number of shares to be issued in the event of a capital increase, with or without preferential subscription rights pursuant to the eighteenth and nineteenth resolutions. Resolution was adopted at 95.26%. Resolution twenty-one, delegation of powers granted to the Management Board to issue ordinary shares and/or securities conferring access to the share capital with cancellation of preferential subscription rights in order to remunerate contributions in kind granted to the company.

Resolution is adopted at 97.90%. Resolution 22, delegation of authority granted to the Management Board to carry out a capital increase by issuing ordinary shares and/or securities, giving access to the company's share capital reserved for members of company savings plans, with the cancellation of preferential subscription rights in their favor pursuant to articles L. 3332-18 of the French Labor Code. Resolution was adopted at 99.15%. Resolution 23, powers of formalities. Resolution was adopted at 99.96%. Thank you, David. Dear shareholders, on behalf of the Management Board and the Supervisory Board, Christophe Cuvillier and I would like to thank you for your presence at a distance, for your loyalty and your confidence that you've shown under such exceptional circumstances.

We hope to see you again next year, again, and hopefully, we will be able to hold our meeting in a more usual configuration and format, and hopefully, you will be able to attend in person. In the meantime, well, we wish you all and your family to go make it through this crisis in best conditions possible. We're confirming that this meeting is now adjourned. Thank you.

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