Unibail-Rodamco-Westfield SE (EPA:URW)
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Apr 27, 2026, 5:35 PM CET
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AGM 2023

May 11, 2023

Léon Bressler
Chairman of the Supervisory Board, Unibail-Rodamco-Westfield

We will comply with the time schedule. Ladies and gentlemen, dear shareholders, as Chairman of the Supervisory Board, it is my pleasure to welcome you to this 2023 general meeting of Unibail-Rodamco-Westfield, which will be also the last one I will chair. Great emotion. For our non-French speakers among us, if you need a headset for simultaneous English translation, please ask our ground staff now. Are present at my side, Mr. Jean-Marie Tritant, Chairman of the Board of Directors, and Mr. David Zeitoun, Group General Counsel. I would like also to take this opportunity to welcome the members of the Supervisory Board, the other members of the Board of Directors and Executive Committee of the group. They're present in the room, and they will be available to answer all your questions at the end of the meeting if you wish.

Let me give you now a short summary of 2022. In the year, the group has made progress in achieving all its strategic objectives through strong operating performance and continued deleveraging. The turnaround in the group's performance is particularly remarkable. It is the result of in-depth work on the group's fundamentals and this is absolutely essential, it confirms the good health of physical commerce and the end of COVID-19 and the effect on our business. Coming back to physical commerce. There was a revolution in trade, in commerce, the restrictions because of COVID. Now it's really return to fundamentals to commerce in presence, our future is assured on the long run.

Jean-Marie will explain all this at greater length during his speech, will speak about all the many advances and successes of the group in terms of social and environmental responsibility, which is, since always, at the heart of our activities. The group has also delivered very good results and is in position to achieve all the objectives of its Better Places 2030 sustainable development strategy. In 22, it will continue in the future, our group also contributed to energy conservation's efforts in Europe by reducing its energy consumption beyond its own targets and exceeding government requirements. We enter 2023 in a stronger position. We are confident in Unibail-Rodamco-Westfield's ability to continue its strong performance.

On my own behalf and on behalf of the entire supervisory board, I would like to warmly thank Jean-Marie Tritant, the members of the executive board, the executive committee, and all the group's employees for their contribution and the quality of their work in an increasingly unpredictable and demanding environment. I'd like also to thank you for your trust, your loyalty, dear shareholders. This trust that you have shown to our group and to all the employees. In accordance with the law, I can now open the meeting of the shareholders meeting convened by the board of directors and propose that you appoint the officers of the meeting. The duties of scrutineers will be performed by Mr. Antoine Metzger, representing Rock Investment, and Mrs. Sophie Delépine, representing the fund URW. Mr. David Zeitoun will act as Secretary of the General Assembly.

Finally, I would like to inform you that the statutory auditors are present. They will be represented by Emmanuel Gadrey and Jean-Yves Gégourel, who will present the conclusions of their reports. In order to be informed in real-time of the results for each resolution, the votes will be taken electronically. After all these practicalities and explanations, I will give the floor to Mr. Zeitoun to remind you of the conditions for convening our assembly and for making documents available. David, the floor is yours. The convocation of the meeting was made in accordance with the legal and regulatory provisions in force. The board has received no request from shareholders to include new draft resolutions on the agenda. All information and documents required by law have been made available to shareholders, including on the company's website, in accordance with legal and regulatory provisions.

Concerning our agenda, I invite you to consult the notice of meeting brochure, which is at the entrance of the room or via a QR code or on our website. The Universal Registration Document 2022 is also available through the same way. A video recording of the meeting will be made available on the company's website. Mr. Raphael Perrot, bailiff, was appointed to certify the regularity of the meeting. Finally, the rules of procedure of the assembly are posted at the entrance of the room. I would like to remind you that the shareholders can use a special electronic mailbox to ask their questions. We received 10 written questions within the meaning of the French Commercial Code for Forum pour l'Investissement Responsable, and 2 questions from Mr. Wu.

Given the general and sometimes technical nature of questions, shareholders are invited to read all these questions and answers on the company's website in the section dedicated to the 2023 general meeting. Concerning the quorum, the calculation is made on the basis of 139,040,505 shares. In the case of a general meeting ruling on the first convocation, the quorum required for resolutions within the competence of the ordinary general meeting, fifth of the shares, is 27,808,101 shares. The quorum required for resolutions within the jurisdiction of the extraordinary general meeting, one-fourth of the chairs are entitled to vote, 34,760,127 shares, including postal votes within the legal times of limit.

At this stage, and on the basis of this, we have 61.77% of the shares entitled to vote. Thank you, David. I would like now to give the floor to Jean-Marie Tritant. Just before that, as indicated in the convocation, it is no longer possible to sign the presence sheet after 11:00 o'clock. Any shareholder arriving after that time will not be able to vote. This last technical element being said, I now give the floor to Jean-Marie Tritant, Chairman of the Board of Directors, to forgive a more detailed presentation. Jean-Marie.

Jean-Marie Tritant
Chairman of the Management Board and Group CEO, Unibail-Rodamco-Westfield

Before I delve into the details of the presentation, I would like to thank all the teams working in the various countries where we have operations. I'd like to thank you for their engagement and the quality of the work they provided, which has given the performance. In 2022, we improved in terms of deleveraging and performance, reflecting our operational indicators have steadily increased and we're back to 2019 levels. Credit debt net over EBITDA is better than in 2019. Reflecting this performance, our operational indicators have steadily increased and are also back to 2019 levels, which reflects the full recovery of our business. Commercial partnerships revenue increased 51% from 2021, slightly above 2019 levels, with solid growth in advertising and brand partnership activities.

Our convention exhibition businesses rebounded strongly, our office business recorded a 23% jump in Net Rental Income and constant scope. In terms of corporate social responsibility, we've achieved significant results, we're on track to meet all the goals of our Better Places 2030 program. We also took part in the mobilization against the energy crisis in Europe, which Léon spoke about. We reduced our energy consumption beyond our own targets, we exceeded government requirements. We're starting the year in a stronger position, we're confident that Unibail-Rodamco-Westfield will continue to perform well in 2023. This performance shows up in the execution of our Better Places 2030 ESG strategy. We're on track to meet all of our objectives, starting with a 50% reduction in CO2 emissions by 2030.

EUR 39.7 million in social value, exceeding 2022 targets through programs focused on the communities that live near our centers and the volunteer work of our teams, with 96% of our shopping centers supporting either a local charity or an NGO or both. Finally, we've made real progress on gender parity in management positions. 39% of positions held by women in 2022. There were 34% in 2021. Unibail-Rodamco-Westfield is recognized by all major ESG indices and ratings, including real estate specific indices, as well as industry-wide indices on climate, sustainability and governance. Please note that our greenhouse gas emission reduction targets are endorsed by the Science Based Targets initiative, known as SBTi. In other words, they are aligned with the reductions needed to keep global warming at 1.5 degrees set by the Paris Accord.

Your group is fully committed to the role it plays in the fight against climate change and the environmental transition of cities. We're currently working on the evolution of our ESG strategy, one of those developments will be our roadmap to carbon neutrality. We will share this development with you in the second half of the year. In the context of the European crisis, I wish to focus on the energy issue. The rigorous monitoring of our consumption as part of our Better Places 2030 program and our commitment to support this approach have enabled us to reduce our energy intensity and go beyond the requirements of the public authorities. In Europe, URW has already managed to reduce its energy intensity by 17% since 2015, we're on track to meet the target of 30% reduction by 2030.

At the beginning of the crisis, we committed to a series of short-term measures with the aim of reducing our energy consumption by a further 15%. I'm happy to announce that even this objective has been exceeded since our efforts have enabled us to reduce our energy intensity in Europe by nearly 20%. The mobilization of our teams and the rigorous monitoring of our consumption, asset by asset, following an approach already in place as part of our long-term commitments, have made this result possible. URW has achieved a very good year in 2022, despite a challenging environment. The performance of all our businesses led to a 30% increase in EBITDA and a 35% increase in adjusted annual recurring earnings per share, EUR 9.31.

Last year's disposals in Europe and the U.S. enabled us to reduce our net debt by EUR 1.9 billion. Our net debt to EBITDA, which reflects both our strong operating performance and the reduction in our debt, will fall from 13.7 in 2021 to 9.6 in 2022, below the 9.9 achieved in 2019. The increase in the group's EBITDA was driven by a 27% growth in net rents on a like-for-like basis across our businesses. Rent recovery and variable income were a key driver of our adjusted earnings per share. The improvement thereof, that is, beyond our expectations of last year and in the third quarter, which were at least EUR 9.10.

The results are the result of the gradual improvement in all our operational indicators since the peak of the COVID crisis, which for our sector, was in the first half of 2021. Group-wide merchant revenue returned to 2019 levels in the first half of 2022, before exceeding them in the second half. Rental collections are back to normal, while collections from previous periods have also improved. Vacancy has steadily decreased, resulting in a strong increase in minimum guaranteed rents. These results, and those recorded in the first quarter of this year, demonstrate the relevance of our model, the quality of our operations, and the attractiveness of our assets. I'm happy to say that this performance confirms the end of the market effect on COVID on our business. As a result, 2022 will serve as a baseline year to compare our operating performance with the current year.

In addition to returning to pre-COVID levels, sales growth at our shopping centers was consistently higher than the market in all our regions. During the pandemic, large shopping centers were among the first to close in Europe and the United States, and they were the last to reopen. In general, there have been more restrictions than for other types of business. While it is normal after such an upheaval to see a sharp rebound in sales at the time of reopening, the strength of the recovery clearly testifies to the loyalty of our clientele, and it underscores the continuing appeal of our assets. I was late. The inflation-supported performance of our retailers is reflected in variable rents as well. The group's fixed rents are positively impacted by indexation.

For the record, URW's rents in continental Europe are all indexed and have historically followed inflation with a time lag of approximately one year. As the indexation of rents in year N is calculated on the basis of inflation in year N minus one. Indexation contributed to +3% to the like-for-like performance of net rents in continental Europe in 2022. In the UK and the US, rents are not indexed. We benefit indirectly from inflation through variable rents. Variable rents increased 97% in the UK, representing 9.2% of net rents, compared with 5.5% in 2021. In the US, variable rents increased by 64%, representing 21.5% of net rents, compared with 15.9% last year.

Going forward, indexation will continue to play its role in protecting our revenues from inflation, as merchants continue to perform and implement strategies to optimize their physical network and drive customers to their best stores to protect their margins. The relevance of our rental strategy is proving successful, with the group's vacancy rate down to 6.5%, recreating commercial tension, which is reflected in the increase in minimum guaranteed rents signed. We also signed more long-term leases, which is driving this overall increase in minimum guaranteed rents. Long-term leases thus account for 68% of minimum guaranteed rents signed last year, up 7 points from 2021. In 2021, our commercial effort was focused on leading retailers, leasing large floor spaces. In 2022, the focus was on medium to small units with conventionally higher rents per square meter.

These contracts account for nearly three-quarters of the rental space signed. Overall, minimum guaranteed rents rose by 6.2% on renewals and re-rentals signed compared to previous rents, rising to 14.4% on leases of over 36 months. As a result of the strong leasing activity, the group's total vacancy continues to drop from the peak of the H1 2021. It was at 6.5% for the group at the end of fiscal 2022. Oh, excuse me, says the speaker. We have a glitch here. There we go. As I was saying, group total vacancy continuing to decline, 6.5% at the end of 2022. In continental Europe, vacancy rate was 3.1%.

This is lower than the level reached at the end of fiscal 21 in all countries, except Austria, which already had an extremely low vacancy rate of 1.7%. In the U.K., vacancy declined year-over-year from 10.6% to 9.4%, with higher levels at Westfield, London. We've embarked on a change of use strategy for this asset, as presented in the half-year results. In the U.S., levels continue to decline to 10.4%, a 60 basis point drop since December 2021. Vacancy in our U.S. flagships, indicated by the black lines on the chart here, was down 110 basis points to 8.2%, close to pre-COVID levels. That is to say 7.9%.

Vacancy in the first quarter of fiscal 2023 has, as every year, increased to 7.2%. It remains below last year's first quarter rate, which was 7.5%. Our commercial strategy focuses on improving and diversifying our brand offering. Our turnover rate, which represents proportion of new leases and renewals with new concepts in relation to the total number of stores, returned to a high level of 11%, which demonstrates our ability to renew our offer and meet consumers' demand. In the same spirit, our flagship stores continue to expand and transform their stores with us. In Europe, we signed 114 leases with our top 50 retailers by leasable area, for an area 13% larger than the average area of the portfolio they operate in our centers. I'd like to mention two examples.

Zara in Westfield Donau in Vienna, whose store now occupies a premium location of 4,000 square meters, and JD Sports in Westfield Stratford, London, 5,000 square meters. Retailers are growing with us, which reinforces the importance of our assets as they optimize their online and physical operations. In February, JD Sports announced plans to invest heavily in its store network, as well as in data analytics and technology to better understand its customer base and promote omnichannel services, such as in-store pickup and online purchases. The type of investment JD Sports is making is common throughout the retail industry as retailers move toward drive-to-store strategies. The role of the physical store continues to be assertive. Many retailers are closing the worst performing stores to focus on the most productive locations that generate in-store and digital profitability, which is exactly what we offer them.

Network optimization is accelerating as retailers pursue their omnichannel and drive-to-store strategy. The drive-to-store strategy is based on both improving store productivity and reducing total store costs, thereby maximizing overall profitability by encouraging shoppers to pick up and return online purchases in store while capitalizing on the strength of the store network to lower customer acquisition costs. Here you can see the significant impact these strategies can have on store margins and overall economics. Two-thirds of click-and-collect users purchase additional items while in store, which allows retailers to optimize sales while saving on last mile logistics, which account for more than half of delivery costs incurred by e-commerce retailers. Similarly, when items are returned to store, 15%-30% of customers make an additional purchase while retailers reduce the associated logistic cost by approximately 75%.

Léon Bressler
Chairman of the Supervisory Board, Unibail-Rodamco-Westfield

This dynamic was confirmed by Inditex during the presentation that took place a few weeks ago of its annual results. The group reported strong growth in in-store sales over 2021, up 23% constructing with modest growth on online sales over the same period. This dynamic was completed by optimization of their store network, with sales per square meter up 30% compared to a 2021, with a store network reduced by 10%, an effect also noticeable based on a comparison with pre-COVID performance. With 22% fewer stores compared to 2019, sales generated were up 16% per square meter and 30% per store. These figures demonstrate the relevance and profitability of premium stores such as those we offer in our centers.

Similar to Inditex launch of its first Oysho store in the UK, Sephora chose Westfield as part of its strategy to return to the UK. In February this year, Westfield London saw the opening of Sephora store, which performed above expectations and is a clear testimony of the strength of our retail assets. Optimizing store networks to drive profitability in an omnichannel world, combined with the quality of our customer base, demonstrate that we have the right asset platform to serve retailers in the future. We can rebalance the landlord-tenant relationship. With the growth of retail media in the age of the new marketing, we are leveraging the quality of our customer base and increase traffic to drive revenue from our business partnerships.

Group wide, we generated EUR 175 million in 2022 compared with EUR 116 million in 2021 above 2019 levels. We launched Westfield Rise in Europe, our media agency, that provide a single point of access for brands and media buyers to the URW advertising media platform, enabling them to create innovative and measurable campaigns. At the same time, we've made progress in our project to better qualify our audience. EUR 46 million in 2022, an increase of 52% compared with 2021, and our objective of EUR 75 million in annual net margin by 2024 is well on track. If we look at this performance in terms of revenue per visit, we see an increase from EUR 0.05 to EUR 0.07 per visit.

This shows that our revenue are growing, not only because of increased attendance, but also because of our audience, which is better qualified. This gives us confidence in our ability to generate strong growth beyond our plan horizon. The strong performance of our retail activities in 2022 is echoed in our office portfolio. Net rental income from our offices reached EUR 70 million, an increase by 16%, which takes into account the delivery of Pullman Montparnasse and Ateliers Gaîté offices , partly offset by the sale of Solna Centrum in Sweden and Villages at La Défense. On a like-for-like basis, net rental income was up 44.2% in France and 23.2% for the group as a whole. The increase in leasing of Trinity, which is now 82% leased at an average rent close to the highest level achieved in La Défense.

This commercial success is a testament to the appeal of well-located, high environmental quality assets, as well as URW's expertise and experience in delivering these projects. We strongly believe that we will be able to seize new development opportunities for obsolete offices in need of total regeneration. Conventions and exhibitions, after first quarter still impacted by the effects of COVID, has experienced a strong recovery with 617 events organized in 2022, 14% more, less than 2018, but more than in our forecast. Net operating income from these events was higher than in 2018 due to different mix, with larger events and higher prices. Pre-bookings for this year have reached 86% of the 2019 level, which is the last comparable year.

We're very good in terms of projections to a normal 2023 within, before an intensification due to the Olympic Games in 2024. Let's now turn to debt reduction. Our progress in this area has led to a direct reduction in net debt for EUR 1.8 billion under IFRS in 2022, despite an unfavorable investment market environment. The disposal were made at a price broadly in line with our valuation. Total net initial yield of 5.6%. In 2022, we've disposed of EUR 1.6 billion of assets in Europe, bringing total disposals since 2021 to EUR 3.2 billion, out of the EUR 4 billion in our disposal plan. The remaining EUR 800 million of disposals should be secured by the end of this year.

$1.2 billion worth of assets in the U.S., making these some of the most significant transactions in the last three or four years. We will continue to rationalize our U.S. portfolio of regional centers, and we're prepared to drastically reduce our U.S. financial exposure as the investment market improves. As the market currently stand, we do not expect any major improvements until the second half of this year, with central banks should see the first expected effects of their policies and give investors a little more visibility on the evolutions of the interest rates. Our deleveraging program through divestments is supported by a strong operating performance and liquidity. Our divestment strategy contributed to the reduction of our financial debt from EUR 22.6 billion to EUR 20.7 billion during the year.

This decrease of around EUR 2 billion is mainly the result of disposals for EUR 1.8 billion and retained earnings for EUR 1.3 billion, partly offset by a negative currency effect of EUR 0.2 billion and capital expenditures of EUR 0.9 billion committed in 2022. Despite the decline in asset values, the debt ratio decreased from 43.3% to 41.2%. Unibail-Rodamco-Westfield's key credit ratios improved significantly during the year. Our net debt to EBITDA ratio has fallen from 14.6 times in 2020 to 13.7 times in 2021. We're now below the 2019 level because it's 9.6 times in 2022. It was recognized by Standard & Poor's, and we've maintained a BBB+ rating with a stable outlook at the last review in April.

In development, we have also made progress in delivering our projects while controlling capital expenditure in a general context of cost inflation. We delivered the last phase of Ateliers Gaîté regeneration project in Montparnasse, a project that is 93% leased. We densify the site by increasing its total surface area by 30%, adding housing, more offices, retail space, and renovating the Pullman hotel. In the U.S., we delivered the Westfield Topanga extension on the site of a former Sears department store, which received LEED Platinum certification. A new indoor and outdoor food court has opened just a few days ago in a space dedicated to luxury, leisure, with new brands like Hermès, Dior, and Valentino. The project is 87% leased.

In the U.K., we just delivered the first phase of Coppermaker Square, our residential rental housing project in London, in a royal, joint venture with PSP Investments and QuadReal Property Group. These projects demonstrate our ability to add value to our assets through developments that contribute to the regenerations of cities. Before sharing our adjusted recurring earnings per share target for 2023, I'd like to reaffirm, if necessary, our commitment to continue deleveraging the group. We made significant progress last year. We're working to secure remaining EUR 800 million of our European disposal target, and we'll actively pursue the rationalization of our U.S. portfolio of regional centers. We're committed to radically reduce our financial exposure to the United States, and can rely on operating performance of these assets and the group's availability liquidity to do so.

We will invest EUR 1.2 billion to deliver current development projects, while strictly controlling these capital expenditures and ensuring a high level of pre-commercialization. In accordance with our debt reduction commitments taken in 2021, the group will not distribute dividend for fiscal year 2022. Our intention remains to reinstate a distribution for fiscal year 2023, payable in 2024, with a financial decision taking into account operating performance, credit ratio, and progress in executing the deleveraging plan. For 2023, we expect adjusted recurring earnings per share of between EUR 9.3 and EUR 9.5. The main assumptions are: an operating performance in line with the recorded 2022, and confirmed during the first quarter of 2023, and the indexation of rents in continental Europe.

The effect of changes in the programming of major biennial events in 2022, which will automatically lead to lower congress and exhibition business in 2023. The effect of 2022 disposals on the full year, the impact of rationalization of regional assets in the U.S., and the disposal program in Europe. Finally, the contribution from the delivery of 2022 and 2023 development projects. This adjusted recurring earnings per share target does not take into account any significant disposals as part of the radical de-reduction of our financial exposure in the U.S., nor any assumptions of major restrictions on our business in connection with the energy crisis or deterioration of the macroeconomic and geopolitical environment. Before giving the floor to Léon Bressler, I'd like to share with you the changes that have taken place in the executive board.

On the strength of the progress made over the last 2 years in the context of our 2024 strategy, and given the prospects for growth beyond that date, it seems appropriate to strengthen the board of directors with new profiles and new skills. In April, the supervisory board of Unibail-Rodamco-Westfield, upon my proposal and the recommendation of governance, nomination, and remuneration committee, approved the following appointments: Anne-Sophie Sancerre as General Manager in Customer Strategy and Commerce, responsible for increasing our market share by boosting footfall and adapting to consumer demand. An experienced and respected executive at URW, which she joined 15 years ago. She was previously Managing Director of Southern European Operations. She took office on May 2. Vincent Rouget, Executive Vice President for Strategy and Investment, with a mission of working on the group strategy and investment roadmap.

Vincent is a specialist in real estate investment and asset management, with an in-depth knowledge of the European commercial real estate sector. He will work closely with me to define URW's investments approach beyond deleveraging, and to explore new value creation opportunities. He brings the skills, experience, and network to build our long-term growth. I would like to sincerely thank Caroline Puechoultres and Olivier Bossard for their work with me over the past two years. They've been key players in our post-COVID-19 recovery. Since joining the group, I'd like to speak about Olivier. Olivier Bossard has been instrumental in URW's success, and I look forward to continue our collaboration with his new role, which will focus on completing our deleveraging program as well as our key development project. I would like to thank you for listening, and now turn the floor over to Léon Bressler. Thank you, Jean-Marie.

Jean-Marie Tritant
Chairman of the Management Board and Group CEO, Unibail-Rodamco-Westfield

Well, I have nothing to add to this comprehensive and precise presentation, which focuses the return on physical real estate as operated by URW. I'm going to give the floor to David, so he can give us a reminder of the group's governance. We currently have 10 members on the board, with Mr. Bressler as Chairman, Cécile Cabanis as Vice Chairman of the board and Chairman of the Audit Committee, Mr. Roderick Munsters as Chairman of the Governance, Nominations, and Compensation Committee, and Mrs. Avran, Mrs. Gallardo, Mrs. Coleman, Mrs. Sille Walbaum, Mrs. de Solages, Mr. McFarlane , and Mr. Niel . Because they have reached the age limit, the terms of office of Mr. Bressler and Mr. McFarlane are not proposed for renewal, and they will leave the board at the end of this meeting. You're asked to appoint Mrs. Sara Lucas and Mr.

Jacques Richier to replace them. You're also kindly asked to renew the directorships as member of the Supervisory Board of Mrs. Susanna Gallardo and Mr. Roderick Munsters and Mr. Xavier Niel in order to allow for round staggering of the terms of office of the board members. Sarah Lucas and Susanna Gallardo have agreed to have their terms of office renewed for one year instead of three. This will enable your group to comply with the recommendations of the AFEP-MEDEF Code and to allow for a more harmonious renewal of the composition of the board moving forward. Mr. Jacques Richier will be appointed Chairman of the Supervisory Board at the board meeting to be held after this AGM. The Supervisory Board will be made up of 60% women and 40% men, representing six nationalities. Independence rate 80%.

Extremely broad range of expertise, particularly in finance, commercial real estate, digital, e-commerce, and sustainable development. Thank you. In keeping with governance, David is now going to tell us about the group's compensation policy in 2023. As a review of the remuneration policy for the board of directors was finalized last year. There are no major changes this year, only a few adjustments in the annual variable compensation, notably through the introduction of a liquidity criterion and the reinforcement of the criterion for reducing administrative costs. Through the compensation policy, the supervisory board has been modified due to the arrival of a new chairman of the supervisory board.

Based on a comparison with the compensation of the independent, non-executive Chairman of the top 80 French-listed company, it's proposed that the compensation of the new Chairman of the Supervisory Board be set at EUR 350,000 per year. The 2022 compensation package and the 2023 compensation policy can be found in the 2022 Universal Registration Document in detail. Thank you, David Zeitoun. I'm going to give the floor to Jean Gégourel , who represents the Statutory Auditors. Mr. Giguet, you have the floor. Thank you, Chairman. Ladies and gentlemen, dear shareholders, on behalf of all the Statutory Auditors, I have the honor of presenting you with the reports that were prepared for you for the ordinary and extraordinary business of this combined Annual General Meeting.

All of the reports have been made available to you by the company, and most of them can be found in the URD, which is available on the company's website. In accordance with the practice of this meeting, I will merely summarize the reports to you. Regarding the accounts, we remind you the fundamental objective of our mission is to obtain reasonable assurance on the fairness, regularity, and true and fair view of the accounts, and that there are no material misstatements. Our audit approach is adapted through activities and geographies of the group. In addition to examining, on a test basis, the amounts and disclosures in both the annual and consolidated financial statements, we assess the internal control environment, the accounting principles used, the significant estimates made, and the overall presentation of the financial statements.

We also remind you that our reports on the financial statements contain a specific section that describes the key points of the audit relating to the risk of material misstatement, which, in our professional judgment, were the most important for the audit of the financial statements for the past financial year, as well as the responses we've given to these risks. First, the annual financial statements of Unibail-Rodamco-Westfield SE can be found in the first resolution. Our report on the financial statements is set out on pages 421 to 425 of the Universal Registration Document. Unqualified opinion of the financial statements and notes thereto as at December 31, 2022. In the third part of our report, the key points of the audit are valuation of equity investments and related receivables and accounting for financial debt and derivatives.

We also confirm in our reports that we've carried out specific verifications required by the law and by the regulations, in particular on the supervisory board's report on corporate governance and on the commitments, compensation, and benefits paid to corporate officers. Concerning the consolidated financial statements, now this is resolution 2. Our report can be found on pages 415 to 420 in the URD. Opinion without reservation or observation, the first part of the report. We confirm that we've conducted an audit in accordance with professional standards applicable in France. We certify the fairness and accuracy of the consolidated financial statements which have been prepared in accordance with IFRS as adopted in the European Union. In the third part of the report, we describe the key points of the audit that contributed to our opinion.

We have identified it, the following key points: valuation investment properties, including investment properties under construction, held directly or through JVs, the recoverable amount of intangible assets with indefinite useful life and goodwill related to the acquisition of Westfield, accounting for financial debt and derivatives. Further details are provided on pages 416 to 418 of the URD. Finally, moving on to the fourth resolution, our special report on third-party agreements. I will now summarize our special report on these third-party related agreements. Full version can be found on pages 426 and 427. We inform you that we've not been advised of any new agreements authorized and entered during the past financial year. We inform you that the agreement already approved by the general meeting continued during the past fiscal year.

This transactional agreement between our company and Mr. Cuq of QVA, the terms and reasons of the agreement are described on report in page 427 of the URD. Much for the related party agreements. Now, regarding the other reports on the extraordinary resolutions, we hereby inform you that our reports on the capital transactions provided for in resolutions 24 to 29 of this meeting do not contain any particular mention or observation. If necessary, we'll prepare additional reports when your board of directors uses these authorizations. Ladies and gentlemen, thank you for your kind attention. Thank you. Now, I give the floor to Mr. David Zeitoun, who's gonna tell us about the number of shareholders participating in the vote. The attendance sheet shows 3,764 shareholders.

87,023,958 shares, which accounts for 62.59% of voting rights. We have a quorum. The assembly can duly be held. We shall certify the accuracy of the attendance sheet established by Uptevia, our registrar. Okay. Fine. Great. Okay. Before we vote on the resolutions, well, I'd like to open up a discussion to allow the shareholders to make their comments and ask their questions. You're more than welcome to do so. Please be brief to allow as many as participants as possible to speak. Please make sure you use the microphones so that everyone can hear you. Okay, I can already see a few hands raised. Kindly hand out the microphones.

Speaker 4

Thank you, Chairman, for these great results. Quick question, why doesn't the share price yet reflect the significant improvement in results? Another question, if you had to do this again, well, we all voted for the focus plan, would you do it again if you could change things around?

Jean-Marie Tritant
Chairman of the Management Board and Group CEO, Unibail-Rodamco-Westfield

Well, I'll answer regarding the focus plan. Well, I would do it again without a doubt. The idea is to save the company. Objective has been fully met. As Jean-Marie very aptly described in detail in his presentation, physical real estate is back. Now we are responding to the new expectations of retail, and we are part and parcel, an intrinsic part of omnichannel retail. In other words, our future is bright. And two years ago, there were still existential questions going on, the impact of the e-commerce revolution and the restrictions and shutdowns due to COVID. Of course, you could well understand that physical shopping was threatened. Now the question no longer holds. The response is clear. The future is bright, and it is significant.

We are happy for choosing this path, although it calls for a transition, although the share price is not reflecting our performance because there is a financial crisis. It takes patience. In the long term, what matters are the fundamentals, our positioning, the reality of physical shopping. At some point, the fundamentals will kick in with a lag. Of course, we all regret that there's a lag, but the fundamentals will translate into financial performance. No regrets, no looking back. I'm chairing my final AGM, and I'm very happy to see the great work achieved by all the group's managers and people. All this confirms the fundamental qualities of our organization. We will overcome short-term problems, and we will perform financially, and we will grow based on the expertise available in this group.

Well, Léon, you said it all. Let me just add that we shared our Q1 results with the financial community. They confirmed the recovery of our operations. Some analysts said that this would have a positive effect on the share price. There was the share repurchase move made by JP Morgan, so there's a kind of credit crunch. The deleveraging remains unclear to the financial community. The operating performance and our liquidity and our protection moving forward was good. S&P confirmed our BBB+ rating with a stable outlook. This, of course, confirms that our plan is good, we have the right assets, and we shall continue. Time is on our side, and we shall finalize our deleveraging plan. Good morning, gentlemen.

Very happy to see that you've met all your strategic objectives, I would like to come back to disposals in the US. You said $1.3 billion. You're talking about a drastic reduction there in your accounts. I see that the amount of investments in the US is $11.5 billion. Very far from the objectives there. Could you remind us of your initial objectives and how long it will take to achieve your objectives? As you were suggesting earlier, the share price reflects the fact that your US disposal strategy is not being met. How many years will it take to meet those strategic objectives? When you speak about a dividend in 2024, how much dividend will be paid out in 2024?

Well, regarding the deleveraging plan and the radical drop in exposure to the US market, we've always said that we would set up a disposal plan between 2020 and 2022. First, we have to find the right operating level to make the most of our assets. In June 2021, vacancy in the US was above 14% in our assets. Of course, they were fragilized. We met the first objective, US assets performing once again with occupancy. Although there's a pickup in vacancy, picked up in Q1, it's quite conventional. That happens often in Q1, but it's below where we were in 2021 and 2022, and we shall continue to lower vacancy. That stabilizes our assets.

In the meantime, inflation, the impact of the war on Ukraine, notably on the economy, do have an impact on our ability to achieve the plan. We would have liked to achieve it faster. We're confident nevertheless. As you suggested, sir, we did have $1.3 billion in disposals. Some of them were re-references on the U.S. market, one in California, Westfield Santa Anita, $550 million. That was the largest disposal of a shopping center, an enclosed one. There was no reference. We created the reference. That is important because it was done at the expertise, at the evaluation level. As I said, we carried out quite a few disposals in the U.S. and in Europe in line with the valuation assessments.

This shows the value and the seriousness of the valuation done by experts. They're independent experts. We don't do the valuation ourselves. What we feel that since those valuation assessments are in line with ours, it shows you the robustness of our organization. The U.S. teams on the ground and the CEO of the U.S. is here, Dominic Lowe. They are working all out on achieving objectives on smaller regional malls. We can do this because the market's more open. As soon as the Fed announces that interest rates are stabilized and that interest rates will no longer go up, well, that will give more visibility to financial community analysts and to investors. In the meantime, we shall continue to fortify our assets, continue to market.

There's the opening of an extension in our Topanga Center, north of L.A., over 80% rented out with a cinema which is back on pre-2019 levels. Therefore, we're going to fortify those assets. We have substantial liquidity. We reinforce the group's liquidity position. We've secured the cost of debt in the next two years. Therefore, we are in a position to extract value from our U.S. portfolio whenever appropriate in order to deleverage. Question in the middle here, sir. There's a gentleman in the back, I think.

Speaker 4

Good morning. This is the first time I once again attend a meeting here. Last time, it was at Rothschild. A few years have gone by. Anyway, I attended the decadence of our company. I may be mistaken, but our company was worth more than its assets. You were at the helm, Mr. Bressler. You moved away. I don't know whether you were pushed out or whether you went on vacation, but a new team came in.

Jean-Marie Tritant
Chairman of the Management Board and Group CEO, Unibail-Rodamco-Westfield

An unsavory gentleman whose departure terms are being discussed. Please explain the terms of departure of the team, because you've come back, and there must be a good reason, right? This means that there must have been mistakes or blunders made, management blunders, when the team was at the helm. We went down to 30 or so EUR. It was, as I say, decadence. I'd like to share a thought with you. Weren't we overambitious in moving in with the gentleman says Westfield. Maybe the situation, it was not under control, you know, macroeconomics, the crisis and all that. Anyway, this is where we stand. Also, let me say in passing, that now the logo is W. Unibail-Rodamco is out. Westfield, well, you say we are betrayed. Is it going to grow in another way?

Are you going to make disposals in the US? There we are. I'd like to know about these terms of departure. I'd like an explanation because I haven't attended the AGM in a while. Why has the performance plummeted the way it has? Please, I need an explanation in spite of what you explained and presented, which is interesting. You're saying that you will not pay out a dividend soon. It would have been a good signal to pay out a dividend, I think, given that there's deleveraging. Maybe deleveraging could go a bit more slowly to pay out a dividend. I'm not familiar with market practice, so I won't speak for too long about that. I think that something could have been done soo

David Zeitoun
Group General Counsel, Unibail-Rodamco-Westfield

Thank you, sir. Let me say this.

We're not in historical analysis. We're preparing the future. What matters is our performance today and how we are preparing for the future and all the measures that are being taken. Everything Jean-Marie announced at the supervisory board, the renewal of the supervisory board with a new chairman, Jacques Richier, who will carry out his mission in a talented and efficient way. All we're interested in is the future. There have been difficulties, that's an undisputed fact, but they are behind us. Although creation of value and rebound take time. I am quite confident indeed. With the team we have at the helm, we are moving in the right direction. We shall achieve the objectives we have set ourselves. That is what matters most. You are a shareholder, we are managers. We are not historians.

We will leave the task of describing the historical past to others. There we are. What matters is to consider that the company is moving in the right direction. The governance is good, with the supervisory board, the management team working hand in hand in a well-defined framework to recover and grow. Anyone else? Good. The presentation may have been comprehensive and brilliant, but it was quite quick. Could you go back to the difference between the increased rate in variable rents in Anglo-Saxon countries and the variation in rents cashed in, variable rents versus other rents? Does that mean that there is room for improvement for this year? Let me briefly ask David to speak about the terms of departure of the former chairman. The information is in the Universal Registration Document. They are not concealed. I will give them, sir. Okay.

Léon Bressler
Chairman of the Supervisory Board, Unibail-Rodamco-Westfield

The idea was to avoid a governance crisis in addition to the company's problems at the time. Terms of departure with a transaction. The transaction was presented by the nominations and compensation committee to the board. It was approved by the board. It was presented to the shareholders at the AGM on May 12th, 2021 in a very precise legal framework, because this was a third party agreement. This was specified by our statutory orders. It still has impact. It does protect the company, by the way, because it's all about non-discrimination, non-compete clause, and so on. Total amounts were around EUR 900,000, Mr. Cuvillier also saw his stock options drastically drop. Regarding market practices, we applied the lowest possible option.

I think that is precise, and I do hope it meets your expectations, sir. You're welcome. Let me come back to your question. There are two things that have to be borne in mind. First of all, regarding variable rents and the increase in variable rents on the quote Anglo-Saxon, say U.S. and U.K. markets, those are the two markets where the vacancy rate has been the highest. As you may remember, there was a strategy set up in 2020 in order to avoid having an increase in vacancy. We proactively decided to sign short-term leases, notably renewals with our tenants, in order to avoid having to negotiate for too long. We had to consider where shopping would resume post-COVID. In that context, we temporarily and shortly, briefly accepted to drop fixed rents, the thresholds at which variable rents are triggered.

We were quite confident in our ability to see footfall come back, and we recaptured part of what we relinquished in fixed rents, and we picked that up in variable rents. This essentially has to do with vacancy. The higher the vacancy rate, the more we that policy has a role to play. In the U.S., as I suggested, we were most impacted by vacancy in June of 2021 in the U.S. With the U.S. teams, that is where we adopted the short-term lease or medium-term lease policy, 24-36 months. Then we renegotiate for renewal. When you take a look at the increase in fixed rents and what we signed, the uplifts compared to former rents, in the U.S., we recapture more.

We're looking at 30-35% recapture because we pick up in the fixed rent part of the variable rent. In Europe, it's not so much the case because we suffered less in terms of vacancy. Maximum was 5%. In that case, it was not necessary to concede as much with these long-term leases. There's indexation, which is specific to Europe. It's not the case in the U.K. In the U.K., leases are reviewed every five years. There's indexing in the U.S., anywhere between 3% and 4% for rents, anywhere between 4% and 5% for expenses. That is already taken into account in the financial outlook, so it doesn't appear. It's smoothed out, you see. Do we have any questions? Jean-Luc Champetier from Investor. I represent readers who gave their proxy to my magazine.

I have two questions. Since you're speaking about the future, maybe you could give us some information about your investment projects. Tell us what the profitability expected is, given the changes in cost of construction work and so on. Tell us about value creation. Would it be lower because of higher interest rates? Have there been any decreases in investments because of the debt? Second question regarding dividend. There was a concern about the dividend. Now I think the concern is even worse now because you said the final decision had not yet been made. We were hoping that you could give us some more color regarding the payout, at least an order of magnitude. It appears that it's not certain that dividend will resume. Let me start with your last question regarding dividend.

David Zeitoun
Group General Counsel, Unibail-Rodamco-Westfield

In February of 2023, when we announced the 2022 results, we confirmed the decision we announced to deleverage, which consisted in suspending the payout of a dividend for fiscals 2020, 2021, and 2022. For 2022, we are strictly enforcing the plan we announced in February 2021. Regarding fiscal 2023, that decision will be made in early 2024. We once again said that we intended to pay a dividend. The intention remains, when the decision is made, we will take into consideration the operating performance of the group, our ability to continue to deleverage, and we'll see where we stand with this deleveraging strategy of ours and the cumulative effect of our operating performance and deleveraging. We'll take that into consideration. Well, the impact it has on our financial ratios. That is where we'll make a decision.

The intention to pay a dividend, to have a payout in 2024 for fiscal 2023 remains. Regarding investments now, as I announced in my presentation, and as we had announced in 2021, we have limited investments to the projects already in progress. We have not launched any new projects unless we already have an investor. This is what we did last year with the Triangle project. We 70% was transacted with an investment fund of AXA. Last year, we decided to launch a restructuring in office building in La Défense because we had secured the costs and, more importantly, secured the marketing and the pre-marketing because we pre-marketed the building to the extent of 80% for the head office of Arkema, and we set the rent at high levels.

The major investments that are in progress, that we're strictly monitoring, essentially have to do with the Triangle building. The marketing will take place after the Olympics. There's Überseequartier in Hamburg. That is our largest project in progress, but it's 73% pre-marketed. We announced that we had already marketed one of the three office buildings for the head office of Shell. We're currently having poor parleys, discussions, and we're quite hopeful that we will be able to market according to objectives. We also have 33% pre-marketing for the other buildings. There will be a major successful, commercial success in Hamburg because there will be a Breuninger store and new concepts with Zara. There will be a 5,000 square meter shop, the largest Zara store in Germany when it opens, and Zara's concept store in Zara.

Those are the key investments in progress. When we shared our results in February, you may have noted that part of the increase in the investments was not linked to projects but to higher costs, essentially regarding Überseequartier. Overall, in the projects that we have, we're 85% covered when it comes to cost. Our exposure to cost increases is small. Trinity, 82% rented out. The quality of our assets is such that we will achieve rental levels well above the average of the market rentals in La Défense, where we have nearly 14% vacancy, and we sign at prime pre-COVID levels. Do we have one final question perhaps in the audience here? No?

Léon Bressler
Chairman of the Supervisory Board, Unibail-Rodamco-Westfield

Well, I would like to thank all the people who have asked questions and made remarks. I do hope that the responses provided were satisfactory. Now we will move on to the resolutions. This is the technical portion of the AGM. We shall screen the resolutions both in French and in English to you. I'm going to ask David here to tell you how to use the electronic devices to vote.

Jean-Marie Tritant
Chairman of the Management Board and Group CEO, Unibail-Rodamco-Westfield

Well, for the voting, I would like to thank you for making sure your voting machine is working and that the number of shares you hold is correctly indicated on the screen. From the opening of the vote for each resolution, to vote, simply press the key corresponding to your choice. Green is for A, yellow is abstain, and red is nay or against. You'll be able to change your choice while the hourglass appears on the projection screen, 10 seconds, and then return the box to the hostesses at the exit. Well, this technical information being provided, let's now move on to voting. With David Zeitoun, we will start with resolution number 1, as usual. Approval of the financial statements for the year ended December 31, 2022. The vote is open. The vote is closed. The resolution is approved.

Resolution number 2, approval of consolidated financial statements for the year ended December 31, 2022. The vote is open. The vote is closed. The resolution is approved. Resolution number 3, allocation of income for the year ended December 31, 2022. The vote is open. The vote is closed. The resolution is approved. Number 4, approval of the statutory auditor's special report on regulated agreements and commitments covered by Article L. 225-86 and sequence of the French Commercial Code. Vote is open. The vote is closed. The resolution is approved. Resolution number 5, approval of the components of total compensation and benefits of any kind paid during the fiscal year ended 2022 or granted in respect of the same fiscal year to Jean-Marie Tritant in his capacity as Chairman of the executive board. Vote is open. The vote is closed.

The resolution is approved. Resolution number 6, approval of the total remuneration or compensation and benefits of any kind paid during the fiscal year ended December 31, 2022 or granted in respect of the same fiscal year to Mr. Olivier Bossard as Executive Board member. Vote is open. The vote is closed. The resolution is approved. Resolution number 7, approval of the components of the total compensation and benefits of any kind paid during the fiscal year ended December 31, 2022 or granted in respect of the same fiscal year to Mr. Fabrice Mouchel in his capacity of member of the Executive Board. Vote is open. The vote is closed. The resolution is approved. You will have corrected by yourself, we are talking about Mr. Sylvain Montcouquiol. Now let's move on to resolution for Mr. Fabrice Mouchel, member of the Executive Board.

Vote is open. The vote is closed. Resolution is approved. Resolution number 9, approval of the components of the total compensation and benefit of any kind paid during the financial year ending December 31, 2022 or granted in respect of the same financial year to Mrs. Caroline Puechoultres in her capacity as member of the board of directors. Vote is open. The vote is closed. The resolution is approved. Resolution number 10, approval of the components of total compensation and benefits of any kind paid during the fiscal year ended December 31, 2022, granted in respect of the same fiscal year for Mr. Léon Bressler in his capacity as chairman of the supervisory board. The vote is open. The vote is closed. The resolution is approved.

Resolution number 11, approval of the report on the remuneration of corporate officer pursuant to Article L. 22-10-34 of the Commercial Code. Vote is open. Vote is closed. The resolution is approved. Resolution number 12, approval of the compensation policy for the chairman of the executive board. Vote is open. The vote is closed. The resolution is approved. Resolution number 13, approval of the compensation policy for members of the executive board other than the chairman. The vote is open. The vote is closed. The resolution is approved. Resolution number 14, approval of the sub-compensation policy for the members of the supervisory board. Vote is open. The vote is closed. The resolution is approved. Resolution number 15, approval of the total remuneration package for members of the supervisory board. The vote is open. The vote is closed. The resolution is approved.

Resolution number 16, renewal of the terms of office of Mrs. Susana Gallardo as a member of the Supervisory Board. The vote is open. The vote is closed. The resolution is approved. Resolution number 17, renewal of the mandate of Mr. Roderick Munsters as member of the Supervisory Board. The vote is open. The vote is closed. The resolution is approved. Resolution number 18, renewable of the term of office of Mr. Xavier Niel as member of the Supervisory Board. The vote is open. The vote is closed. The resolution is approved. Resolution number 19, appointment of Jacques Richier as a new member of the Supervisory Board. Vote is open. The vote is closed. The resolution is approved. Resolution number 20, appointment of Mrs. Sara Lucas as a new member of the Supervisory Board. The vote is open. The vote is closed. The resolution is approved.

Resolution number 21, renewal of the term or the mandate of Deloitte & Associés at statutory auditor. The vote is open. The vote is closed. The resolution is approved. Resolution number of 22, appointment of KPMG S.A. as statutory auditor. The vote is open. The vote is closed. The resolution is approved. Resolution number 23, authorization for the board of directors to buy back the company's own shares in accordance with Article L. 22-10-62 of the French Commercial Code. The vote is open. The vote is closed. The resolution is approved. Resolution number 24, authorization for the board of directors to reduce the share capital by cancelling shares purchased by the company under the terms of Article L. 22-10-62 of the French Commercial Code. The vote is open. The vote is closed. The resolution is approved.

Resolution number 25, delegation of authority to the board of directors to issue ordinary shares and/or securities giving immediate and/or future access to the share capital of company or of its subsidiaries with preferential subscription rights. Vote is open. The vote is closed. The resolution is approved. Resolution number 26, delegation of authority to the board of directors to issue ordinary shares and/or security giving immediate and/or future access to the share capital of the company or one of its subsidiaries without preemptive subscription rights by means of an offer governed by Article L2-412 to 1 of the French Monetary and Financial Code. Vote is open. The vote is closed. The resolution is approved.

Léon Bressler
Chairman of the Supervisory Board, Unibail-Rodamco-Westfield

Resolution number 27, delegation of authority to board of directors to increase the number of shares to be issued in the event of a capital increase with or without preferential subscription rights pursuant to 25th and 26th resolutions. The vote is open. The vote is closed. The resolution is approved. Resolution number 28, delegation of powers to the board of directors to issue ordinary shares and/or securities giving access to the share capital without preferential subscription rights in order to remunerate contributions in kind granted to the company. The vote is open. The vote is closed. The resolution is approved.

Resolution number 29, delegation of authority granted to the management board to increase a share capital by issuing ordinary shares and/or securities giving access to the share capital of the company reserved for participant in company savings plan without preemptive subscription rights in accordance to Article L. 3332-18 and next of the French Labor Code. The vote is open. The vote is closed. The resolution is approved. Resolution, the last one, number 30, powers for modalities. Sorry, formalities. The vote is open. The vote is closed.

David Zeitoun
Group General Counsel, Unibail-Rodamco-Westfield

The vote is closed.

Jean-Marie Tritant
Chairman of the Management Board and Group CEO, Unibail-Rodamco-Westfield

The resolution is approved. Wonderful. Thank you very much, David. Thank you, dear shareholders, for your participation in this annual assembly and in this vote approving all the resolutions proposed. Before closing this meeting, I'd like to take these last moments in my capacity as chairman to reiterate my best wishes for success of our group. I will always be very attached to this group. As well as for Jacques Richier, who will take over the chairmanship of the supervisory board, and Jean-Marie Tritant, whom I have no doubt will continue to implement the strategy we have embarked upon in their usual determination and high standards, reaching a great success. Thank you very much to all. Thank you.

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