UNIBAIL-RODAMCO-WESTFIELD

UNIBAIL-RODAMCO-WESTFIELD N.V.

2022 ANNUAL REPORT

European single electronic reporting format (ESEF) and PDF version

This copy of the Annual Report is the PDF version of the Annual Report 2022 of Unibail-

Rodamco-Westfield N.V. This version has been prepared for ease of use and does not

contain ESEF information as specified in the Regulatory Technical Standards on ESEF

(Delegated Regulation (EU) 2019/815). The official ESEF reporting package is available on

our website at www.urw-nv.com.

Table of Content

MANAGEMENT BOARD REPORT 3

1.1 GENERAL INFORMATION 4

1.2 BUSINESS REVIEW AND 2022 RESULTS 4

1.3 FINANCIAL REVIEW 2022 RESULTS 8

1.4 DIVIDEND 13

1.5 NON-FINANCIAL INFORMATION 13

1.6 RELATED PARTY TRANSACTIONS 15

1.7 POST-CLOSING EVENTS 15

1.8 OUTLOOK 16

CORPORATE GOVERNANCE AND REMUNERATION 17

2.1 CORPORATE GOVERNANCE 18

2.2 REPORT OF THE SUPERVISORY BOARD 22

2.3 REMUNERATION REPORT 34

2.4 REMUNERATION PAID TO THE SB MEMBERS FOR 2022 FINANCIAL YEAR 38

FINANCIAL STATEMENTS AS AT DECEMBER 31, 2022 39

3.1 CONSOLIDATED FINANCIAL STATEMENTS 40

3.2 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 45

3.3 COMPANY ONLY FINANCIAL STATEMENTS AS AT DECEMBER 31, 2022 92

3.4 NOTES TO THE COMPANY ONLY FINANCIAL STATEMENTS 93

3.5 OTHER INFORMATION 102

RISK FACTORS 109

4.1 ENTERPRISE RISK MANAGEMENT (“ERM”) FRAMEWORK 110

4.2 MAIN RISK FACTORS 114

4.3 TRANSFERRING RISK TO INSURERS 123

INFORMATION ON THE COMPANY, SHAREHOLDING AND THE SHARE CAPITAL 125

5.1 INFORMATION ON THE COMPANY 126

5.2 SHARE CAPITAL AND OTHER SECURITIES GRANTING ACCESS TO THE SHARE CAPITAL 126

5.3 SHARE BUY-BACK PROGRAMME AND SHARE ISSUANCES 127

5.4 INFORMATION ON THE SHAREHOLDING 128

5.5 ARTICLES OF ASSOCIATION OF THE COMPANY AND CHARTERS OF THE CORPORATE BODIES 130

5.6 BRANCHES 135

5.7 INVESTMENT BY THE COMPANY OUTSIDE THE GROUP 135

ADDITIONAL INFORMATION 136

6.1 STATEMENT OF THE PERSONS RESPONSIBLE FOR THE ANNUAL REPORT 137

6.2 AUDITORS 137

6.3 INDEPENDENT APPRAISERS 137

6.4 DOCUMENTS AVAILABLE TO THE PUBLIC 138

6.5 GLOSSARY 138

MANAGEMENT BOARD

REPORT

The Management Board (“MB”) of Unibail-Rodamco-Westfield N.V. (“URW NV” or “the Company”) hereby presents its management report and

the consolidated and company only financial statements of URW NV for the period ending December 31, 2022.

1.1 GENERAL INFORMATION

URW NV is a public limited liability company under the laws of the Netherlands. The Company was incorporated as Unibail-Rodamco B.V., a

private company with limited liability on February 14, 2018 and converted its legal form to a public limited liability company on March 22, 2018.

On the same date, the Company changed its name to WFD Unibail-Rodamco N.V. At the Annual General Meeting held on June 9, 2020, the

shareholders adopted the name change to Unibail-Rodamco-Westfield N.V.

On June 7, 2018, Unibail-Rodamco SE (now known as Unibail-Rodamco-Westfield SE, or “URW SE”) announced it had completed the acquisition

of Westfield Corporation (“Westfield”), to create Unibail-Rodamco-Westfield (“URW Group”), the stapled group which, collectively, consists of

URW SE, URW NV and their respective controlled undertakings whose financial information is included in their respective consolidated financial

reporting, the premier global developer and operator of flagship destinations. The URW Group combines two of the strongest and most respected

names in the real estate industry to build on their legacies. The acquisition of Westfield was a natural extension of URW SE’s strategy of

concentration, differentiation, and innovation. Upon completion of the Westfield Transaction, URW SE and former Westfield securityholders held

stapled shares, each comprising one ordinary share in the capital of URW SE and one class A share in the capital of URW NV (“Stapled Shares” -

see 5.2.2 “authorised share capital – form of shares”). As at December 31, 2022the Stapled Shares are listed on Euronext Amsterdam and Euronext

Paris. URW Group has also established a secondary listing on the Australian Securities Exchange to allow former Westfield securityholders to

trade Stapled Shares locally in the form of CHESS Depositary Interests (“CDIs”).

The main business objectives of the Company and its subsidiaries (together referred to as “the Group” or “URW NV”) are to invest in assets,

primarily through the direct or indirect acquisition of real estate and to enter into cash pooling arrangements with, to provide financing to, and

to furnish guarantees for the benefit of the URW Group and other affiliated bodies of the Company.

1.2 BUSINESS REVIEW AND 2022 RESULTS

This section provides an overview of the most significant business events for URW NV in 2022. The Company’s accounts reflect the financial

results for the period from January 1, 2022, until December 31, 2022. All references to operational results, such as tenant sales, rents and leases

signed, relate to the 12-month period ended December 31, 2022, unless indicated otherwise.

Certain amounts in the business review are recorded in USD to eliminate currency impact in comparisons with the previous year. These amounts

in case of leasing activity and Commercial Partnerships also reflect data for the full centre and do not consider the URW NV ownership % in case

of Joint Ventures.

1.2.1 ACCOUNTING PRINCIPLES

The Group’s consolidated financial statements as at December 31, 2022, were prepared in accordance with International Financial Reporting

Standards (“IFRS”) as applicable in the European Union as at such date.

The Group also prepares financial information for internal management purposes in a proportionate format, in which the joint-controlled entities

are accounted for on a proportionate basis, instead of being accounted for using the equity method under IFRS. The business review and results

are presented based on the financial information on a proportionate basis unless otherwise indicated, with no impact on the net results. The

proportionate part of the underlying amount is based on the percentage of ownership in the respective companies jointly controlled, associates

are accounted for at the equity value.

Rent relief signed or expected to be signed, granted without any counterpart from the tenants is considered as a reduction of the receivables

and is charged to the income statement as a reduction of the GRI.

Certain amounts recorded in the consolidated financial statements reflect estimates and assumptions made by management in the current

context, including higher inflation, higher interest rates, increase of energy and raw material costs, supply chain disruption resulting from

uncertain geopolitical and economic environment, the aftermath of the COVID-19 pandemic and difficulties in assessing their impacts and future

prospects. In this context, management has taken into account these uncertainties on the basis of reliable information available at the date of

the preparation of the consolidated financial statements, particularly with regards to the fair value of investment properties and financial

instruments, the estimation of the credit loss allowance, as well as the impairment testing of goodwill and intangible assets.

Due to inherent uncertainties associated with estimates, the Group reviews those estimates based on regularly updated information. Actual

results might eventually differ from estimates made at the date of the preparation of the consolidated financial statements.

99% of URW NV’s property portfolio related to the Shopping Centres and Offices and intangible assets were valued by independent appraisers as

at December 31, 2022.

1.2.2 SCOPE OF CONSOLIDATION

The organisation chart as at December 31, 2022, is as follows:

The principal changes in the scope of consolidation since December 31, 2021, are:

• The disposal of the Promenade development parcel in March 2022;

• The disposal of Westfield Santa Anita in August 2022;

• The disposal of The Village at Topanga, Westfield Trumbull, Westfield South Shore and Kerkstraat Hilversum in the Netherlands in December

2022.

1.2.3 OPERATIONAL REPORTING

URW NV operates in 2 regions, the US and the Netherlands and in 2 segments, retail and offices. Since activities in the Netherlands are minor

compared to the US, they are reported under “other region”.

1.2.4 POST COVID-19 RECOVERY

The operations in URW NV’s shopping centres remained impacted by COVID-19 restrictions in the first few months of 2022. As from May 2022, no

restrictions were applicable anymore in the two regions in which the Group operates. Over the period, the economic situation has evolved rapidly

with the conflict in Ukraine, an increase in energy costs and higher inflation leading Central Banks to increase interest rates. Nevertheless,

despite all these challenges, the year 2022 showed a good resumption of activity in URW NV’s assets.

The Group uses 2019 in some cases as a comparable year to 2022 due to it being the last full year of trading without any COVID-19 restriction.

US FOOTFALL

In the US, 2022 footfall reached 94% of 2019 levels and 96% excluding the Central Business District (“CBD”)

in which footfall remains affected

by work from home policies and security issues in San Francisco. During the second half, footfall continued to improve, from 93% in H1-2022 to

95% in H2-2022.

In Q4-2022, footfall reached 94% of 2019 levels.

Compared to 2021, footfall was up +14%.

US TENANT SALES

In the US, tenant sales have consistently outperformed pre-COVID levels since H1-2021. Overall, 2022 sales came to 108% of 2019 levels, driven

by the Flagships at 117%, with the Regionals at 100% and partly offset by CBD assets at 74%. Sales at CBD assets continued to be affected by the

issues described earlier.

Footfall for all centres in operation, including extensions of existing assets, but excluding deliveries of new brownfield projects, newly acquired assets and assets under

heavy refurbishment (not in the US), and excluding in the US, the centres for which no comparable data of the previous year is available. In addition, footfall has been

restated from the disposals occurred during the year. H2 figures are based on the scope of assets in operation over the full year. H1 figures have been restated accordingly.

Westfield World Trade Center and Westfield San Francisco Centre.

The table below summarises the Group’s tenant sales growth during 2022:

Tenant Sales Levels (%)

H1-2022

Vs. H1-2019

H2-2022

Vs. H2-2019

FY-2022

Vs. FY-2019

FY-2022

Vs. FY-2021

US Flagships (excl. CBD)

119%

115%

117%

113%

US Regionals

100%

99%

100%

108%

US CBD

81%

69%

74%

125%

US Total

110%

107%

108%

112%

H2-2022, sales came to 107% of 2019 levels, with the Flagships at 115% and the Regionals at 99%, and in H1 to 110% of 2019 levels (119% for

Flagships and 100% for Regionals).

In Q4-2022, sales reached 102% of 2019 levels, with the Flagships at 111% and the Regionals at 95%.

The strong recovery in the US continued to be broad-based with almost all categories performing above 2019 levels, in particular Luxury (183%),

Home (137%), F&B (110%) and Fashion (103%). Entertainment remains the most affected at 82% but improved from 75% in H1 to 88% in H2.

Compared to 2021, sales are up by +12%, including +13% for Flagships, +8% for Regionals and +25% for CBD assets.

RENT RELIEF AND GOVERNMENT SUPPORT

As a reminder, throughout the COVID-19 crisis, URW NV recognised the issues its tenants faced due to administrative closures or trading

restrictions and the need to provide relief, generally limited to the period of closure and based on the principle of a fair sharing of the burden.

These negotiations were focused on providing a one-off rent relief, not on permanently changing lease terms or structures.

With all major restrictions being lifted, URW NV did not provide any COVID-19 rent relief in 2022 regarding 2022 for its shopping centre activity.

The 2022 P&L remained impacted by the straight lining of rent relief granted in 2020 and 2021 with a counterparty.

BANKRUPTCIES

The Group’s tenant insolvency procedures have affected 37 out of 3,506 stores in FY-2022 (vs. 58 out of 3,837 stores in FY-2021). The total

leasing revenues (including service charges of URW NV) which remain exposed to tenants currently in some form of bankruptcy procedure amount

to €2.0 Mn

over c. 7,987 sqm of retail space.

INFLATION

2022 saw a global increase in inflation with differences across countries.

In the US, leases are not tied to actual CPI figures; the Group benefitted from inflation through Sales Based Rents. 2022 inflation amounted to

+8.0% in the US; service charges in the US grow at a contractual pre-set level of usually +4% to +5% through pre-set CAM.

RENT COLLECTION

As at December 31, 2022, 96% of invoiced FY-2022 rents and service charges

had been collected in the US.

As at March 3, 2023, the FY-2022 rent collection rate had increased to 97%.

Overall rent collection by quarter in 2022 is shown below

Rent collection (%)

Q1-2022

Q2-2022

Q3-2022

Q4-2022

FY–2022

US Total

97%

96%

97%

As at December 31, 2022, the expected loss allowance in the Consolidated statement of financial position amounted to €57.1 Mn compared to

€75.5 Mn at the end of December 31, 2021. The expected credit loss for debtors recorded in the Consolidated statement of comprehensive

income amounted to a reversal of €11.5 Mn for the period ending December 31, 2022 compared to an expected credit loss of €18.6 Mn for the

year ended December 31, 2021.

Includes Edward Cinemas Bankrupt at Westfield Valencia Town Centre which accounts for €1.2 Mn and 6,390 sqm.

Retail only, assets at 100% MGR+CAM.

Based on cash collection as at February 2, 2023 and assets at 100%.

1.2.5 LEASING ACTIVITY

In 2022, 766 leases were signed on standing assets, representing 2,618,051 sq. ft. and $147.4 Mn of MGR up compared to $130.1 Mn of MGR signed

in 2021 on 955

leases, representing 4,057,299 sq. ft. illustrating the increase in total rents signed. As market conditions improved, the number

of long-term deals signed also increased from 332

to 375 year-on-year, representing 49% of the 2022 deals, compared to 35% in 2021. MGR signed

on leases above 3 years amounted to 62% vs. 47% in 2021.

The overall uplift on relettings and renewals was +7.8% for the US Shopping Centres and +24.6% for Flagships

. The Group continued to selectively

sign short-term leases including a higher SBR component, to speed up negotiations mainly on renewals, while focusing on long-term lettings and

relettings. Deals longer than 36 months have an MGR uplift of +36.0%, while for leases between 12 and 36 months, MGR uplifts were more affected

at -19.2%. On an annualized basis, the SBR is expected to compensate part of the MGR reduction on the US short-term deals signed in 2022, as it

was the case in 2021. SBR related to renewals, relettings and full SBR deals signed in 2021 amounted to $20.2 Mn (at 100%) in 2022, compared

to a negative $21.9 Mn

uplift of these 2021 deals.

In total, the Shopping Centres SBR increased from $20.6 Mn in 2019 (3.1% of NRI) to $59.3 Mn in 2021 (10.9% of NRI) and $81.8 Mn in 2022 (13.8%

of NRI).

The tenant mix continued to evolve with the introduction of new retailers (first Good American store in the US at Westfield Century City) and

DNVBs (Outdoor Voices at Westfield UTC and Warby Parket at Westfield Topanga).

The F&B offer has also been enriched by new concepts such as True Food Kitchen at Westfield Century City, Novo Restaurant & Brewery in

Westfield Mission Valley, and North Italia in Westfield Topanga.

The Luxury sector has also seen a strong growth with several important signings such as Cartier and Jimmy Choo in Westfield Topanga, Louis

Vuitton in Westfield Old Orchard, and Fendi in Westfield Valley Fair.

1.2.6 COMMERCIAL PARTNERSHIPS

Commercial Partnerships includes both the new Media, Brand & Data Partnerships division presented during the URW Group Investor Day in March

2022 and now called “Westfield Rise”, as well as kiosks, seasonal markets, pop-ups, and car park activations (“Specialty leasing & other income”).

The Group’s Commercial Partnerships revenue in 2022 amounted to $63.5 Mn, an increase of +$17.3 Mn (+37.5%) from 2021 and a decrease of

-$17.3 Mn (-21.4%) from 2019, mainly at Westfield World Trade Center.

Commercial Partnerships continued to perform strongly, after activity resumed last year. In 2022, several product launches were organized by

prime brands in the fashion and luxury sectors, including Swatch, IWC, Loewe and Saint Laurent Paris.

Media advertising revenue was very strong, up +35.0% vs. 2021. In H2-2022, URW NV launched creative campaigns with SKKN by Kim at Westfield

World Trade Center and with AMC at Westfield Topanga, Westfield Century City, Westfield Garden State Plaza and Westfield Southcenter.

1.2.7 NET RENTAL INCOME AND VACANCY

The total net change in NRI amounted to +$45.4 Mn and breaks down as follows:

• +$49.0 Mn related to shopping centres;

• -$3.6 Mn related to offices and residential.

The like-for-like shopping centre NRI increased by +$52.0 Mn, i.e. +12.0%. The performance was mainly driven by lower doubtful debtors due to

improved collection, higher SBR, parking income and Commercial Partnerships, partly offset by negative MGR uplifts in particular on short-term

deals. The like-for-like NRI growth was +10.4% excluding all COVID-19 rent reliefs.

US shopping centre NRI was also impacted by 2021 and 2022 disposals for -$9.6 Mn (Westfield Citrus Park, Westfield Countryside, Westfield

Sarasota, Westfield Broward, Westfield Palm Desert, Westfield Santa Anita, The Village at Topanga, Westfield Trumbull and Westfield South

Shore), partly offset by deliveries for +$6.5 Mn (restructuring of Westfield Annapolis, Westfield Garden State Plaza and Westfield Topanga).

As at December 31, 2022, the EPRA vacancy was 10.4% ($121.3 Mn), down by -60 bps from December 31, 2021. The decrease in vacancy was

driven by the proactive leasing approach of the Group. The vacancy decreased with -110 bps to 8.2% in the Flagships and increased with +100 bps

to 11.7% in the Regionals, along with the vacancy of the CBD assets that went up with +410 bps to 23.9%.

Occupancy on a GLA

basis was 92.4% as at December 31, 2022.

The OCR on a rolling 12 months basis stood at 10.5% as at December 31, 2022, compared to 11.8%

as at December 31, 2019, reflecting the

strong sales performance and rental adjustments, compensated by higher SBR.

Including deals from 2022 disposals and excluding 7 deals from 2021 foreclosures.

Including deals from 2022 disposals.

Excluding CBD centres.

Excluding sold and CBD assets.

GLA occupancy taking into account all areas, consistent with financial vacancy.

Based on all stores operating for more than 12 months (excluding atypical activities) and not only Specialty stores. Based on Specialty stores 2019 OCR was 12.6%.

1.3 FINANCIAL REVIEW 2022 RESULTS

The Group’s consolidated financial statements (based on IFRS basis) reflect the activities of URW America Inc, URW WEA LCC (“WEA”) and WFD

Unibail-Rodamco Real Estate B.V. The table below shows the result of the Group in recurring and non-recurring activities. This definition is

utilized by URW NV’s management to distinguish between operational (recurring) and other (non-recurring, including fair value valuations of

Investment Properties and loans) activities and does not intend to reflect IFRS nor EPRA definitions:

(€Mn)

2022

2021

Recurring

activities

Non-recurring

activities*

Result

Recurring

activities

Non-recurring

activities*

Result

United States

Gross rental income

379.2

340.0

Operating expenses & net service charges

(140.4)

(136.0)

Net rental income

238.9

204.0

Share of result of companies accounted for

using the equity method

257.1

(469.0)

(211.9)

208.6

(599.0)

(390.3)

Gains/losses on sale of properties

0.1

57.2

Valuation movements on assets

(395.6)

(496.1)

Result Shopping Centres United States

496.0

(864.5)

(368.5)

412.6

(1,037.8)

(625.2)

Other

Gross rental income

2.2

2.3

Operating expenses & net service charges

(0.3)

(0.9)

Net rental income

1.9

1.4

Gains/losses on sales of properties

(3.1)

Valuation movements on assets

(0.3)

(2.6)

Result Shopping Centres Other

1.9

(3.4)

(1.5)

1.4

(2.6)

(1.2)

TOTAL RESULT SHOPPING CENTRES

497.9

(867.9)

(370.0)

414.0

(1,040.3)

(626.3)

United States

Gross rental income

5.3

4.7

Operating expenses & net service charges

(2.9)

Net rental income

2.4

1.8

Share of result of companies accounted for

using the equity method

1.1

(12.7)

(11.6)

7.2

(8.2)

(1.0)

Valuation movements on assets

(2.2)

(14.3)

Result Offices United States

3.5

(14.8)

(11.3)

9.0

(22.5)

(13.5)

TOTAL RESULT OFFICES

3.5

(14.8)

(11.3)

9.0

(22.5)

(13.5)

Other property services net income

0.5

Corporate expenses

(20.7)

(42.4)

Acquisition and related costs

(5.9)

(1.4)

NET OPERATING RESULT

481.2

(888.6)

(407.4)

380.6

(1,064.3)

(683.7)

Financing result

(361.9)

523.8

162.0

(298.0)

11.4

(286.6)

RESULT BEFORE TAX

119.3

(364.8)

(245.4)

82.5

(1,052.8)

(970.3)

Tax income (expense)

(1.2)

12.9

11.7

(1.8)

76.0

74.2

NET RESULT FOR THE PERIOD

118.2

(351.8)

(233.7)

80.7

(976.8)

(896.1)

External non-controlling interests

3.7

(85.1)

(81.5)

(8.6)

(99.3)

(107.9)

NET RESULT FOR THE PERIOD ATTRIBUTABLE TO THE OWNERS OF

URW N.V. SHARES

114.5

(266.8)

(152.2)

89.3

(877.5)

(788.2)

* Non-recurring activities include valuation movements, disposals, mark-to-market and termination costs of financial instruments, bond tender premiums, impairment of goodwill or recognition of

negative goodwill as well as costs directly incurred during a business combination and other non-recurring items.

FINANCIAL RESULTS

The Group reported negative net operating results of -€407.4 Mn (2021: -€683.7 Mn) for the period ended December 31, 2022. The recurring net

operating result increased to €481.2 Mn (2021: €380.6 Mn) mainly due to the relaxations of COVID-19 measures in 2022 and footfall being up to

almost pre COVID-19 levels, this resulted in less expected credit losses, higher net rental income and an increase in contributions of companies

accounted for using the equity method, which resulted in an increase of +€36.0 Mn in net rental income compared to 2021 and an increase of

+€42.4 Mn in contributions of companies accounted for using the equity method.

The negative net operating result of the non-recurring activities for the period ending December 31, 2022, decreased from -€1,064.3 Mn to

-€888.6 Mn. The result was mainly affected by the less negative contribution of companies accounted for using the equity method of -€481.7 Mn

(2021: -€607.2 Mn). This is mainly due to a decrease of the valuation result of the investment properties accounted for using the equity method

of -€443.0 Mn (2021: -€604.2 Mn), as well as the decrease in negative valuations on investment properties as part of the non-recurring activities

of -€398.1 Mn (2021: -€513.0 Mn).

The net result for the year 2022 is -€233.7 Mn (2021: -€896.1 Mn) of which -€152.2 Mn (2021: -€788.2 Mn) attributable to the shareholders of

URW NV with a net result per share (owners of URW NV shares) for the period of -€0.66 (-€3.40).

The figures are presented on IFRS basis.

Non-recurring financing result increased by +€512.4 Mn to +€523.8 Mn (2021: €11.4 Mn). This increase is predominantly caused by the positive

fair value adjustments of the interest rate derivatives due to a higher swap curve. The fair value movement of derivatives for the period ended

December 31, 2022, is €465.3 Mn (2021: €39.7 Mn).

The recurring net result for the period increased with +€37.5 Mn from €80.7 Mn as at December 31, 2021, to €118.2 Mn for the period ended

December 31, 2022. The increase in the net recurring result for the period ended December 31, 2022 can mainly be attributed to the increase in

the net rental income of +€36.0 Mn (see above for further explanation of this amount), an increase in contribution of companies accounted for

using the equity method of +€42.4 Mn due to relaxations of COVID-19 measures in 2022 and footfall returning to pre COVID-19 levels. The increase

is partly offset by the increase in financing result of -€63.9 Mn, this is due to higher interest rates in 2022 compared to 2021.

LIQUIDITY POSITION

URW NV has cross financial guarantees with URW SE and the liquidity needs are covered by the available undrawn credit lines at URW Group

level. As at December 31, 2022, the URW Group had €13.0 Bn of cash on hand and undrawn credit lines.

1.3.1 INVESTMENT AND DIVESTMENT

Unless otherwise indicated, the data presented in investment and divestment are on a proportionate basis as at December 31, 2022, and

comparisons are with values as at December 31, 2021.

INVESTMENTS

The Group acquired the Seritage box at Westfield Galleria Roseville in the year ended December 31, 2022.

In 2022, URW NV spent €110.3 Mn in capital expenditures in assets and on construction, extension, and refurbishment projects, compared to

€126.9 Mn in 2021. The total capital expenditures break down as follows:

(€Mn)

2022

2021

(1)

Shopping Centres

106.5

124.7

Offices

3.8

2.2

TOTAL CAPITAL EXPENDITURE

110.3

126.9

(1) The 2021 figures were restated to proportionate basis, the impact of the restatement was considered by URW NV and concluded that the impact of the restatement was not material. The 2021

figures previously disclosed are

€

146.9 Mn for Shopping Centres and

€

3.3 Mn for Offices.

DIVESTMENTS

The Group successfully continued to streamline its US portfolio in 2022 with the completion of the disposals of:

• the Promenade development parcel in the San Fernando Valley of Los Angeles for a sale price of $150 Mn (at 100%, URW NV’s share 55%);

• Westfield Santa Anita, a regional shopping centre for a sale price of $537.5 Mn (at 100%, URW NV’s share 49%);

• The Village, an outdoor lifestyle destination in the San Fernando Valley of Los Angeles for a sale price of $325 Mn (at 100%, URW NV’s share

55%); and

• Westfield Trumbull and Westfield South Shore for a combined sale price of $196 Mn.

In the Netherlands URW NV sold Kerkstraat in Hilversum for €7 Mn.

Disposal proceeds completed in 2022 amounted to $0.6

Bn ($0.7 Bn on a proportionate basis) and were completed at a discount of -0.5% to

2021 book value. Together with the disposal of the Palisade residential building and the ownership transfer of 5 other regional properties in 2021,

URW has made $1.3 Bn in total proceeds to date from the planned radical reduction of its financial exposure to the US.

In addition, in 2023 at the time of this publication, the Group sold Westfield North County for disposal proceeds of $31.4 Mn and Westfield

Valencia Town Center is expected to be sold or foreclosed leading to a potential debt reduction of -$97.5 Mn.

In 2023, the Group will continue to streamline its remaining regional asset portfolio. URW Group is committed to the radical reduction of its

financial exposure to the US, a process that is supported by strong operational performance of the assets and the URW Group’s liquidity position.

1.3.2 PROJECTS

URW NV did not have any share in URW Group’s projects pipeline for the year ended December 31, 2022.

PROJECTS DELIVERED IN 2022

In H1-2022 the Group delivered the following project:

IFRS Net debt reduction.

The 19,439 sqm

reconfiguration of the former Sears box at Westfield Topanga. The extension includes a premium AMC Cinema, offering all-

recliner seating, IMAX, Laser and Dolby technologies as well as other premium services, that opened in June 2022 and is performing extremely

well; Topanga Social, a vibrant food hall offering 20+ of the best restaurants and bars of the Los Angeles area which will open in 2023; and an

extension of the luxury retail offer with new brands such as Hermès, Rolex, Bulgari, Valentino and Dior.

DELIVERIES EXPECTED IN 2023

The Group has no ongoing project in the pipeline in the US.

1.3.3 PROPERTY PORTFOLIO AND NET ASSET VALUE AS AT DECEMBER 31, 2022

Unless otherwise indicated, the data presented in the property portfolio are on a proportionate

basis and as at December 31, 2022, and

comparisons are with values as at December 31, 2021.

PROPERTY PORTFOLIO

Investment market retail

US retail investment volumes saw a +4% year-on-year increase in 2022, with total transactions reported by Real Capital Analytics of $85.7 Bn.

For shopping centres, the increase in deal volume year-on-year was +29% at $59.8 Bn, including the sale of Westfield Santa Anita being the largest

asset disposal in the US in the last 4 years

Shopping Centre portfolio

The value of URW NV’s Shopping Centre portfolio is the addition of the value of each individual asset as determined by the Group’s appraisers

and the value of the Westfield trademark. In the information all respective assets are included, including investment property under construction.

99% of the value of URW NV’s portfolio was appraised by independent appraisers as at December 31, 2022.

The following table shows the breakdown for the US Shopping Centre portfolio which was significantly impacted by a positive currency impact of

€688 Mn:

Proportionate

December 31, 2022

December 31, 2021

(a)

US Shopping Centre portfolio

by category

Valuation incl.

transfer taxes

Valuation

excl. estimated

transfer taxes

(b)

Net Initial

Yield

(c)

Potential

Yield

(d)

Valuation

incl. transfer

taxes

Valuation

excl. estimated

transfer taxes

Net Initial

Yield

(a)

Potential

Yield

(b)

in € Mn

US Flagships

(e)

9,944

9,851

4.2%

4.7%

10,052

9,952

3.7%

4.6%

US Regionals

1,004

8.6%

9.5%

1,620

1,618

6.7%

8.0%

US SC TOTAL

10,947

10,854

4.6%

5.2%

11,673

11,570

4.2%

5.0%

Figures may not add up due to rounding.

(a) 2021 figures were restated to exclude Fulton Centre, URW NV considered the impact and concluded that the restatement was insignificant.

(b) The sum of the Gross Marked Value (“GMV”) for the assets fully consolidated, the ownership at share of the GMV of assets jointly controlled accounted for using the equity method and the equity

values for assets not controlled by URW. Valuation excluding estimated transfer taxes represents the GMV minus transfer taxes and transaction costs which are estimated after taking into account

the likely disposal scenario: sale of the asset or of the company that onws it.

(c) Annualized contracted rent (including indexation) and other incomes for the next 12 months, net of operating expenses, divided by the asset value net of estimated transfer taxes and transaction

costs. Shopping centres under development or not controlled by URW and the Westfield trademark are not included in the calculation of NIY.

(d) Annualized contracted rent (including indexation) and other incomes for the next 12 months, net of operating expenses + the ERV of vacant space, divided by the asset value net of estimated

transfer taxes and transaction costs. Shopping centres under development or not controlled by URW, and the Westfield trademark are not included in the calculation of Potential Yield.

(e) The Westfield trademark is included in the valuation of the US Flagships.

ADDITIONAL VALUATION PARAMETERS - IFRS 13

URW NV complies with the IFRS 13 fair value measurement and the position paper

on IFRS 13 established by EPRA, the representative body of

the publicly listed real estate industry in Europe. Considering the limited public data available, the complexity of real estate asset valuations,

as well as the fact that appraisers use in their valuations the non-public rent rolls of the Group’s assets, URW NV believes it is appropriate to

classify its assets under Level 3. In addition, unobservable inputs, including appraisers’ assumptions on growth rates and Exit Capitalization Rate

(“ECR”), are used by appraisers to determine the fair value of URW NV’s assets. In addition to the disclosures provided above, the following

tables provide a number of quantitative data in order to assess the fair valuation of the Group’s assets.

The GLA has increased from H1-2022 due to a remeasure of the food hall common areas.

The sum of the Gross Market Value (“GMV”) for the assets fully consolidated, the ownership at share of the GMV of assets jointly controlled accounted for using the

equity method and the equity values for assets not controlled by URW NV.

Source: Eastdil Secured.

EPRA Position Paper on IFRS 13 - Fair value measurement and illustrative disclosures, February 2013.

SHOPPING CENTRES

The below overviews including most significant input and output parameters of the external valuations of the investment properties and the

sensitivity overviews of the fair value of investment property are presented based on a proportional basis for the fully consolidated investment

property as well as the investment property included in the joint ventures accounted using the equity method. The total value of investment

property represents €10,741.8 Mn, this consist of the total €4,893.5 Mn presented investment property in the consolidated position excluding

investment property under contraction carried at cost and €5,848.3 Mn of the proportioned share of the investment property presented in the

joint venture and equity value for the associate overview in note 7.2.

The shopping centres are valued using the discounted cash-flow and/or yield methodologies using Compound Annual Growth rates (“CAGR”) as

determined by the appraisers.

Shopping Centres – December 31, 2022

Net Initial

Yield

Rent in €

per sqm

(a)

Discount

Rate

(b)

Exit

Capitalization

Rate

(c)

CAGR of

NRI

(d)

Max

9.6%

1,438 10.3%

9.0%

11.4%

Min

2.9%

321

6.5%

4.5%

0.6%

Weighted average

4.6%

700

7.1%

5.2%

4.6%

NIY, DR and ECR weighted by GMV. Vacant assets, assets considered at bid value and assets under restructuring are not included in Min and Max calculation. Assets under development or

not controlled by URW NV and the Westfield trademark are not included in this table.

(a) Average annual rent (MGR + SBR) per asset per sqm.

(b) Rate used to calculate the net present value of future cash-flows.

(d) Compound Annual Growth Rate (CAGR) of NRI determined by the appraiser (10 years).

For the US, the split between Flagships and Regionals is as follows:

Shopping Centres – December 31, 2022

Net Initial

Yield

Rent in €

per sqm

(a)

Discount

Rate

(b)

Exit

Capitalization

Rate

(c)

CAGR of

NRI

(d)

US Flagships

Max

7.5%

1,438

9.0%

7.3%

11.4%

Min

2.9%

399

6.5%

4.5%

1.8%

Weighted average

4.2%

820

6.8%

4.9%

5.0%

US Regionals

Max

9.6%

607

10.3%

9.0%

6.3%

Min

6.4%

321

8.5%

7.0%

0.6%

Weighted average

8.6%

411

9.8%

8.0%

2.3%

NIY, DR and ECR weighted by GMV. Vacant assets, assets considered at bid value and assets under restructuring are not included in Min and Max calculation. Assets under development or

not controlled by URW NV and the Westfield trademark and are not included in this table.

(a) Average annual rent (MGR + SBR) per asset per sqm.

(b) Rate used to calculate the net present value of future cash-flows.

(d) Compound Annual Growth Rate (CAGR) of NRI determined by the appraiser (10 years).

The ECR

used by appraisers in December 2022 valuations increased compared to the ones in December 2021 valuations:

• In the US from 4.9% to 5.2% (from 4.7% to 4.9% for the US Flagships and from 6.7% to 8.0% for the US Regionals).

The Discount Rate

used by appraisers in December 2022 valuations increased compared to the ones in December 2021 valuations:

• In the US from 6.6% to 7.1% (from 6.3% to 6.8% for the US Flagships and from 8.7% to 9.8% for the US Regionals).

The CAGR of NRI in above table is based on 2022 NRI. Compared to 2019, the CAGR of NRI are as follows:

CAGR of NRI determined

by the appraiser in the

DCF

CAGR of NRI – Starting from Dec.31, 2019

Shopping Centres

Valuations as at

Dec 31, 2022

Valuations as at

Dec 31, 2022

Valuations as at

Dec 31, 2021

Valuations as at

Dec 31, 2019

US Flagships

5.0%

2.7%

2.6%

4.2%

US Regionals

2.3%

0.6%

1.0%

3.6%

Restated from 2022 disposals.

OFFICES PORTFOLIO & OTHERS

Offices & Others portfolio includes offices and the residential projects. The value for the total US Office & Others portfolio saw a minor change

from 2021 at €163 Mn on December 31, 2022 (December 31, 2021: €165

Mn).

For occupied offices and based on an asset value excluding estimated transfer taxes and transaction costs, the Offices & Others division’s Net

Initial Yield (“NIY”) increased by +120 bps to 5.5%.

Proportionate

December 31, 2022

December 31, 2021

(c)

Valuation of US occupied office space

Valuation incl.

transfer

taxes

(a)

Valuation excl.

estimated

transfer taxes

(a)

Net Initial

Yield

(b)

Valuation incl.

transfer

taxes

(a)

Valuation excl.

estimated

transfer taxes

(a)

Net Initial

Yield

(b)

in € Mn

US Office

5.5%

4.3%

(a) Valuation of occupied office space based on the appraiser’s allocation of value between occupied and vacant spaces.

(b) Annualized contracted rent (including latest indexation) and other incomes for the next 12-months, net of operating expenses, divided by the value of occupied space net of estimated transfer

taxes and transaction costs. Assets under development are not included in this calculation.

Net Initial Yield was 3.8%. URW NV considered the impact of the restated figures and concluded that the restatement does not have a significant impact.

The value of URW NV’s Offices & Others portfolio, after accounting for the impact of works and capitalized financial and leasing expenses,

decreased by -€11 Mn (-7.9%) on a like-for-like basis, due to a yield impact of -29.2% and a rent impact of 21.3%.

1.3.4 FINANCIAL RESOURCES

URW NV has cross guarantees with URW SE and the liquidity needs are covered by the available undrawn credit lines at URW Group level.

In 2022, interest rates increased significantly on the macroeconomic backdrop of persistently high inflation, hawkish monetary policy (in

particular the ECB, the US Federal Reserve and the Bank of England) and heightened geopolitical tensions following the war in Ukraine.

Credit markets have been negatively impacted by the end of Central Banks’ support, the rates and volatility increase, as well as by fears of

recession. This backdrop led to a decrease in bond issuance volumes and an increase in the cost of funding for corporate issuers.

Market sentiment slightly improved towards year end, following the publication of Consumer Price Index (“CPI”) data showing inflation slowing

down in the US and the Eurozone.

During the period ended December 31, 2022, the URW Group raised €1,332 Mn (€1,682 Mn on a proportionate basis) of medium to long-term

funds in the mortgage and the bank markets (including credit facility renewals), further strengthening its liquidity position.

In addition, the URW Group updated on November 16, 2022 its Green Financing Framework (“Framework”) to support URW Group’s ambitions to

finance its standing assets and development projects with high sustainability standards.

As at December 31, 2022 at URW Group level:

• The Interest Coverage Ratio (“ICR”) was 4.2x (3.3 x);

• The Funds From Operations to Net Financial Debt Ratio (“FFO/NFD”) was 7.6% (5.0%);

• The Loan-to-Value (“LTV”) ratio

was 41.2%

(43.3%);

• The Net debt/EBITDA ratio

was 9.6x (13.7x).

The average cost of debt at URW Group level for the period was 3.8% for USD denominated debt.

DEBT STRUCTURE AS AT DECEMBER 31, 2022

URW NV’s financial debt as at December 31, 2022, amounted to €8,569.2 Mn (2021: €8,791.8 Mn). The total IFRS cash on-hand of URW NV came

to €76.0 Mn as at December 31, 2022 (2021: €50.5 Mn). The solvability ratio as at December 31, 2022 is 7.2% (2021: 5.6%).

2021 figures were restated from €186 Mn to exclude Corbin Office, Corbin Office does not form part of URW NV’s scope. URW NV considered the impact of the restated

figure and concluded that the restatement does not have a significant impact.

Net financial debt as shown on the URW Group’s balance sheet, after the impact of derivative instruments on debt raised in foreign currencies / total assets, including

transfer taxes (42.6% excluding transfer taxes).

Excluding €960 Mn of goodwill not justified by fee business as per the Group’s European bank debt leverage covenants (€1,021 Mn on a proportionate basis).

On last 12-months basis.

The financial debt breakdown and outstanding duration to maturity as at December 31, 2022, is disclosed on IFRS basis:

Outstanding duration to maturity (€Mn)

Current

Non-current

Total

December 31, 2021

Less than 1 year

1 year to 5 years

More than 5 years

Total

December 31, 2022

Bonds and notes

20.3

1,640.6

2,113.3

3,774.2

3,545.4

Bank borrowings

(6.0)

111.0

105.0

478.8

Other financial liabilities

738.0

3,364.7

543.7

4,646.4

4,710.6

Lease liabilities

6.9

17.6

19.1

43.6

57.1

TOTAL

759.2

5,133.9

2,676.1

8,569.2

8,791.8

An additional part (€250 Mn) of the loan with an original nominal value of €1,250 Mn, of which already €500 Mn has been converted earlier, has

been converted into a capital security with a 99-year maturity as per December 31, 2022. The remaining part of the loan is €543.7 Mn.

The converted part qualifies as equity with the exception of the amount due on this instrument, which is initially measured at fair value at

balance sheet date (€0.1 Mn at December 31, 2022) and subsequently at amortised cost using the effective interest method. The amendment

fee paid to URW SE of €5.4 Mn and the remaining amortised upfront fee of €0.3 Mn are recorded in 2022 under financial expenses.

Current other financial liabilities mainly consist of current account facilities with URW SE and will be extended in 2023.

1.4 DIVIDEND

Complying with the deleveraging commitments made in 2021, the URW Group will not pay a dividend for fiscal year 2022.

Given the statutory results of URW NV in 2022, the Group has no obligation to pay a dividend in 2023 for the fiscal year 2022 under the FII regime

it benefits from.

1.5 NON-FINANCIAL INFORMATION

1.5.1 BUSINESS MODEL

URW NV is part of the URW Group, the world’s premier developer and operator of Flagship destinations. URW NV owns a portfolio of prime

commercial properties, located in the largest and most prosperous cities across the United States.

URW NV’s strategy is to vertically integrate the entire chain of value creation in real estate. The combination of its three activities of i)

refurbishment and renovation, ii) investment and iii) management, provides URW NV with unique market knowledge and expertise. This

knowledge and expertise assist URW NV in dealing with markets that are cyclical in nature and its strategy is designed to allow URW NV to

continue its investment programs even during economic downturns.

Thanks to this portfolio of high-quality assets and talents including experts in the business of investment, refurbishment, leasing, management,

and divestment, URW NV has been able to face the pandemic and foresees a future generating strong growth.

Finally, URW NV is, by nature, a long-term player committed to sustainable construction and social responsibility across all of its activities.

Whether it be architecture, city planning, design, energy efficiency, social responsibility, the URW Group is recognized as a leader in the industry.

1.5.2 ENVIRONMENTAL, SOCIAL, AND CORPORATE GOVERNANCE (“ESG”)

2022 marks another exceptional year in terms of ESG performance for the URW Group, with major achievements as part of the Better Places

2030 programme:

BETTER SPACES

• The URW Group is committed to reduce by 50% its carbon emissions by 2030 (2015 baseline), covering its entire value chain (construction,

operations including tenant energy and transport of visitors), and has already achieved a 41% reduction by 2022;

• In the context of the energy crisis, the URW Group set an additional target to reduce by 15% its energy consumption in 2022 compared to 2019

in Europe. A set of actions led the URW Group to outperform this target and reached -19.8%

, supporting both governments efforts and

mitigating costs impact for tenants;

• Scope 1&2 commitment has been raised during the year to -80% in absolute terms between 2015 and 2030 in an effort to continue pushing the

URW Group’s low carbon strategy to the highest performance. This is supported by the pipeline of solar PV projects in different countries,

including the Aupark project delivered during the year;

European scope (incl. UK), Jan. to Nov. 2022 vs. same period in 2019, in kWh/sqm on a like-for-like scope.

• Development projects also demonstrate the Group’s ability to support cities in their environmental transition as embodied by the recent

delivery of Les Ateliers Gaîté, which will generate a 40% reduction in energy used for heating, resulting in 880 tonnes of avoided CO2 emissions

each year;

• The URW Group also conducted an updated study on the physical risks associated with climate change in line with Task Force on Climate -

related Financial Disclosures (TCFD) and EU Taxonomy regulations.

BETTER COMMUNITIES

• Throughout the year the URW Group pursued its strong involvement in the communities in which it operates, with a particular focus on

supporting those most affected by the war in Ukraine. The URW Group has been actively supporting initiatives to help refugees through

providing vacant spaces for NGO’s action and providing free services for refugees in shopping centres. The URW Group also financially supported

NGOs dedicated to the support of Ukrainian refugees on the ground;

• In 2022, the Group achieved €39.7 Mn of social value generated, demonstrating the high level of integration and support to the local

communities.

• New sustainable consumption experiences have added to the offer in the URW Group’s assets such as the opening of the omnichannel Circlow

concept in Spain, on circular economy in fashion.

BETTER TOGETHER

• As sustainability is more than ever placed at the heart of the URW Group’s strategy, cultural change and training becomes crucial to deliver

on the targets and seize related opportunities;

• Following the Climate Week in H1-2022, the URW Group dedicated its entire Leadership Working Session to sustainability. It included the

awareness raising workshop of the Climate Fresk for all top managers and intensive workshops on the sustainable future of the URW Group.

This experience has also been rolled-out in all countries of the URW Group during Q4 to onboard all employees and ensure shared awareness.

More than 1,500 employees have experienced the Climate Fresk session at the end of the year;

• In 2022, 99% of employees participated in sustainability training, including a new e-learning on the Group’s “Better Places 2030” sustainability

strategy, and sustainability training on specific topics including Construction Carbon Footprint.

• Further reinforcing the URW Group’s commitment to Diversity & Inclusion, the URW Group progressed in its trajectory to accomplish 40% or

more of senior management positions held by women by 2025. In addition, the URW Group advanced its global inclusion learning offer with

custom programming for both employees and managers and fostered meaningful employee engagement through Be You at URW networks;

• Community Days volunteering events took place across all regions; over 1,200 employees participated in a volunteer activity in 2022. Activities

centred on environmental actions, social inclusion, and providing targeted support to people and communities in need;

• The URW Group repeated its global Employee Pulse Survey, increasing employee engagement by 8 points from 2021, and leveraging employee

feedback to progress and enhance our working culture.

A strong sustainability-linked financing activity has been led by the URW Group with:

• 45% of undrawn credit lines are now sustainability linked; and

• A new Green Financing Framework has been released in November 2022.

The URW Group is on track to meet all Better Places 2030 targets, including cutting carbon emissions across its value chain by 50% between 2015

and 2030. The URW Group is committed to contribute to global carbon neutrality and will present a step-change update to its plan in 2023, with

a view to establishing new commitments.

This year again, the URW Group’s ambitious sustainability agenda was recognised by equity and debt investors as a value creation driver for its

stakeholders. In 2022, the URW Group ’s inclusion in the main ESG indices was confirmed and the Group’s Sustainability achievements were

registered in ratings and awards, including:

• CDP: the URW Group renewed its position in the A-list of organisations committed to tackling climate change for the 5th year in a row

;

• Sustainalytics: the URW Group ranks 2nd in the RE industry

worldwide with a “Negligible” risk rating;

• MSCI ESG: confirmed AAA rating, consistently since 2014;

• ISS ESG Corporate: retained B rating (prime status);

• GRESB: ‘5 Star’ GRESB rating (top 20%);

• EPRA sBPR Award: for the 11th time in a row, URW received the EPRA Gold Award in 2022 for completing its 2021 reporting in accordance with

the EPRA Sustainability BPR.

These recognitions are the proof of the URW Group’s leading performance on all sustainability topics within the industry and across sectors.

For more information on Better Places 2030 and detailed 2022 Sustainability performance including carbon, please refer to the URW SE 2022

Universal Registration Document.

For the full overview please refer to the URW Group Sustainability report: https://www.urw-nv.com/en/investors/financial-information.

cdn.urw.com (.pdf)

Ranking retrieved from sustainalytics.com, Last update Oct. 7th, 2021.

1.5.3 RISK MANAGEMENT AND CONTROL SYSTEM

URW NV conducts its business in 2 countries and drives its real-estate activity with a wide variety of actors and business partners. Due to business

activities and relationship with business partners, URW NV faces risks of failure in compliance with international and national anti-bribery,

corruption, money laundering & fraud law. The URW Group is also listed in various markets and must meet several requirements. For more

information regarding the various compliance policies, the implemented processes, the outcome of those policies and the principal risks related

to the policies and how these are managed, reference is made to chapter 4.2.2.5 category # 5: legal and regulatory risks.

In light of its values, mission and strategy, URW NV acknowledges the importance of good governance as an important basis for sound operational

management and meeting its corporate objectives, whilst ensuring an adequate system of governance to protect all interests of its management,

staff, shareholders and other relevant stakeholders.

In this respect, URW NV considers that good governance starts with good behaviour and attitude at the top and establishing awareness and

compliance regarding sound operations and ethical behaviour in URW NV’s business culture. To achieve this, URW NV has established its

Administrative Organisation and Internal Control (“AOIC”) based on the following objectives:

• to provide insight in the organizational set-up in a clear and unequivocal manner, including duties, obligations and division of roles and

responsibilities;

• to ensure ethical and sound management over the policies, control processes and operating risks of the organization;

• to facilitate proper guidance on the organization and its governance, policy house and processes to the staff of URW NV, its shareholders or

other external parties; and

• to comply with applicable statutory and regulatory obligations.

The main features of the risk management and control system of the Company including the risk appetite can be found in chapter 4 “Risk

Management and Internal Control” of this Annual Report.

1.5.4 PERSONNEL-RELATED INFORMATION

URW NV’s recruitment and career development policies are designed to attract and retain the best talent on the market. The Group is committed

to offering employees a working environment that fosters diversity and equal opportunities to enable each individual to acquire the experience

needed to build an exciting career that creates value for the Company.

Employees receive regular support and advice on career development. They meet with their managers once a year for year-end appraisals and

have the opportunity to provide and receive ongoing feedback through a specific process, which gives them the opportunity to discuss their

performance, objectives, career advancement and training needs.

1.6 RELATED PARTY TRANSACTIONS

All transactions between the company and legal or natural persons who hold at least ten percent of the shares in the company, have been

disclosed in note “7.4. Transactions with related parties” of the Financial Statements and are compliant with best practice provision 2.7.5. of

the Dutch Corporate Governance Code.

1.7 POST-CLOSING EVENTS

In line with the Group’s efforts to deleverage in the US, URW NV (along with its JV partner) made the decision not to repay the $195 Mn ($97.5 Mn

on a proportionate basis) secured debt on Westfield Valencia Town Center, which matured on January 1, 2023. URW NV is engaged in discussions

to sell the asset (or its interest in it) and any potential purchaser would assume the relevant debt. If a sale is not finalized, the property will

likely be foreclosed. This debt is non-recourse and its non-repayment has no impact on the rest of the Group’s debt. The asset value in the

Group's consolidated account was $100.2 Mn as at December 31, 2022. Upon sale of the asset or foreclosure, the Group's debt will be reduced by

-$97.5 Mn (on a proportionate basis), corresponding to a net impact on the Group’s balance sheet of -$2.7 Mn (on a proportionate basis).

On February 1, 2023, the Group has completed the sale of its ground lease for Westfield North County located in Escondido, California, to Bridge

Group Investments and Steerpoint Capital, effectively transferring ownership and management of the asset. The sale price of $57 Mn (at 100%,

URW share 55% (on a proportionate basis)) for Westfield North County, which has 30 years left on its ground lease, reflects the property’s book

value as at December 31, 2022. The asset is a B-rated, 1.25 Mn square foot property, which is 89% leased.

The URW Group started discussions with Euronext in order to change its market of reference from Euronext Amsterdam to Euronext Paris as part

of an initiative to simplify its structure given limited trading activity on that market. As a part of this request, the URW Group intends to delist

of the URW Stapled Shares from Euronext Amsterdam, while maintaining a single listing on Euronext Paris. The delisting from Euronext Amsterdam

would not affect the liquidity of the shares nor have any impact on trading, URW’s organisation (including the Stapled Share principle) or the

ISIN code (FR0013326246) of the URW Group. Following the approval of the Euronext Listing Board, the change of the URW Group’s market of

reference from Euronext Amsterdam to Euronext Paris will be effective on April 14, 2023 and the last day of trading on Euronext Amsterdam will

be April 27, 2023.

On March 1, 2023, URW NV disposed of an asset in Waalwijk in the Netherlands, for a total of €950 k.

1.8 OUTLOOK

Thanks to the improvement in 2022 operating performance, higher indexation, the positioning on prime and well-located assets and retailers’

drive to store strategies, as well as the deleveraging progress, URW NV is well-positioned to continue to perform in what is expected to remain

an uncertain macro environment in 2023. The main drivers of these are:

• Consistent performance in retail operations versus 2022 with inflation protection through SBR;

• Full-year effect of 2022 disposals and the impact of US regional streamlining;

• Contribution of 2022 project deliveries;

• Stable cost of funding thanks to URW Group’s hedging programme; and

• FX impact with the strengthening of the Euro vs. USD.

This outlook does not include major disposals in the US in the context of the radical reduction of its financial exposure to the US.

The Group assumes no major energy-related restrictions, nor major deterioration to the macro-economic and geopolitical environment.

CORPORATE GOVERNANCE

AND REMUNERATION

2.1 CORPORATE GOVERNANCE

2.1.1 THE MANAGEMENT BOARD

The Company adopted a dual board structure: a Management Board (“MB”) and a Supervisory Board (“SB”). Such governance structure meets the

highest standards of corporate governance ensuring an efficient balance between management and supervision allowing a responsive and reactive

MB in the performance of its executive duties, in accordance with the non-executive prerogatives of the SB, whose balanced and diverse

composition guarantees independent oversight.

The MB is entitled to represent Unibail-Rodamco-Westfield N.V. (“URW NV”). Pursuant to the articles of association the power to represent URW

NV also vests in the Chief Operating Officer US (“COO US”) and any other MB Member acting jointly.

2.1.1.1 COMPOSITION OF THE MANAGEMENT BOARD

As at December 31, 2022, the MB is composed of two members. The business address of the MB is the Company’s registered address, World Trade

Center Schiphol, Tower F, 7th Floor, Schiphol Boulevard 315, 1118 BJ Schiphol, the Netherlands.

MB Members

Nationality

Age

Main function

Starting date

Expiry date

of term of office

Mr Dominic Lowe

British

Chief Operating Officer US –

MB Member

November 19, 2020

AGM 2025

Mr Gerard Sieben

Dutch

Chief Financial Officer –

MB Member

March 8, 2018

AGM 2026

MANAGEMENT BOARD MEMBER INFORMATION AND MANDATES HELD AS AT DECEMBER 31, 2022

BORN ON:

October 30, 1971

NATIONALITY:

British

NUMBER OF STAPLED SHARES

HELD:

491

MR DOMINIC LOWE

MB MEMBER - CHIEF OPERATING OFFICER US

• Graduate of the University of West London (HND, Business and Economics)

• Dominic Lowe has also completed the Harvard Business School’s Executive Program and UCLA’s Anderson

School of Management’s Strategic Leadership Program.

• Prior to joining the Company, Dominic Lowe served in numerous senior executive roles for BAA plc (a holding

company for the world's largest organization of airports), focusing on UK and US business development as

well as pioneering the commercial transformation of the company’s flagship asset, Heathrow International

Airport in London. Earlier in his career, he was Operations Service Director for World Duty Free, where he

became a Founding Director of the Group’s inflight business in Europe and Africa.

• Dominic Lowe joined Westfield in November 2007 and served for more than a decade as Global Group Director

of Airports. Afterwards he became Executive Vice President and Director of the Division Design, Development

& Construction US.

• As of June 29, 2021, he is Chief Operating Officer US and MB member.

OTHER CURRENT FUNCTIONS AND MANDATES

OUTSIDE OF THE GROUP

PREVIOUS MANDATES DURING THE LAST FIVE YEARS

• N/A

• Executive Vice President and Director of the Division

DD&C US

OTHER CURRENT INTRA-GROUP FUNCTIONS

AND MANDATES

Group Companies

• Director of Annapolis REIT 1 LLC; Annapolis TRS,

Inc.; Broward Mall LLC; Fashion Square Service TRS,

Inc.; GSP Service TRS, Inc.; Montgomery Service,

Inc.; Roseville Shoppingtown LLC; Santa Anita

Borrower LLC; Santa Anita GP LLC; URW America,

Inc.; Valencia Town Center Venture GP LLC; VF/UTC

Service, Inc.; WCL Holdings, Inc.; Westfield America

G.P. II LLC; Westfield Beneficiary 1, Inc.; Westfield

Beneficiary 2, Inc.; Westfield Paramus 1, Inc.;

Westfield Subsidiary REIT 1, Inc.; Westfield

Subsidiary REIT 2, Inc.; Westland Properties LLC;

Westland Realty Beneficiary, Inc.; Member of

Annapolis REIT 2 LLC; Annapolis REIT 3 LLC; Culver

City REIT 1 LLC; Culver City REIT 2 LLC; Culver City

REIT 3 LLC; Horton Plaza REIT 1 LLC; Horton Plaza

REIT 2 LLC; Horton Plaza REIT 3 LLC; Mission Valley

REIT 1 LLC; Mission Valley REIT 2 LLC; Mission Valley

REIT 3 LLC; North County REIT 1 LLC; North County

REIT 2 LLC; North County REIT 3 LLC; Oakridge REIT

1 LLC; Oakridge REIT 2 LLC; Oakridge REIT 3 LLC;

Plaza Bonita REIT 1 LLC; Plaza Bonita REIT 2 LLC;

Plaza Bonita REIT 3 LLC; Promenade REIT 1 LLC;

Promenade REIT 2 LLC; Promenade REIT 3 LLC; Santa

Anita REIT 1 LLC; Santa Anita REIT 2 LLC; Santa Anita

REIT 3 LLC; Southcenter REIT 1 LLC; Southcenter

REIT 2 LLC; Southcenter REIT 3 LLC; Topanga REIT 1

LLC; Topanga REIT 2 LLC; Topanga REIT 3 LLC; URW

WEA LLC; West-OC 2 REIT 1 LLC; West-OC 2 REIT 2

LLC; West-OC 2 REIT 3 LLC; West Valley REIT 1 LLC;

West Valley REIT 2 LLC; West Valley REIT 3 LLC;

Westfield, lnc; Westfield U.S. Holdings LLC; White

City Investments (no. 1) LLC.

BORN ON:

May 5, 1970

NATIONALITY:

Dutch

NUMBER OF STAPLED

SHARES HELD:

270

MR GERARD SIEBEN

MB MEMBER - CHIEF FINANCIAL OFFICER

• Bachelor in economics of the HEAO. Mr. Sieben has held various interim positions within the URW Group since

2008, lastly as Finance Director Benelux.

• He started his financial career in 1999 as a financial controller and held several finance positions in different

companies, including at Procter & Gamble Professional Care NL for 4 years.

• Appointed to the MB effective March 8, 2018, and as Chief Financial Officer effective June 7, 2018, following

the Westfield Transaction.

OTHER CURRENT FUNCTIONS AND MANDATES

OUTSIDE OF THE GROUP

PREVIOUS MANDATES DURING THE LAST FIVE YEARS

• Non-executive Board Member of Le Champion

(Netherlands)

• Owner of Sieben Consultancy

OTHER CURRENT INTRA-GROUP FUNCTIONS AND

MANDATES

• Director of WFD Unibail-Rodamco Real Estate B.V.

STAPLED SHARES HELD BY THE MEMBERS OF THE MANAGEMENT BOARD

As at December 31, 2022, the members of the MB held the following number of Stapled Shares:

Name

Total numbers of Stapled Shares held

Mr Dominic Lowe

Chief Operating Officer US

491

Mr Gerard Sieben

Chief Financial Officer

270

2.1.1.2 MANAGEMENT BOARD FUNCTIONING

ROLE OF THE MANAGEMENT BOARD

The Management Board (“MB”) is responsible for the day-to-day management of the Company which includes, among other things, formulating

strategies and policies, and setting and achieving the Company’s objectives. The Supervisory Board (“SB”) supervises and advises the MB. Each

member of the MB and SB must act in the corporate interest of the Company and of the business with it and consider with due care the interest

of all stakeholders including the Company’s shareholders, creditors, employees and customers.

The MB defends the interests of the Group and takes into account the relevant interests of all of the Company’s stakeholders. It is held to account

for the manner in which it carries out its duties. It must act with independence, loyalty and professionalism. As provided for by the Dutch

Corporate Governance Code, the SB assesses the functioning of the MB on an annual basis.

The Chief Operating Officer US has overall competence except for those duties expressly assigned to the Chief Financial Officer.

The Chief Financial Officer is responsible for generating profits via the optimisation of the cost of capital. He is also responsible for tax matters.

As such, the Chief Financial Officer will have primary responsibility for the overall finance functions of the Company (financial control,

consolidation, (re)financing, tax, the Company’s consolidated annual budget and 5-year business plan, and coordination of Company asset

valuations).

Certain main statutory provisions of the Company’s articles of association (the “Articles”) and MB rules governing the organisation, decision-

making and other internal matters of the MB (the "MB Rules") are summarized in section 5.5.3 of this Annual Report.

MB ACTIVITIES

The MB met 11 times during the year ending December 31, 2022. Overall attendance by the MB Members was 100%.

The MB deliberated on the following subjects:

Principal responsibilities of the MB

Key areas addressed, managed and/or implemented in 2022

Group Strategy

• Refurbishment, investment, divestment and operations in 2022;

• Monitoring of the Deleveraging plan;

• Digital and Data strategy, tools and projects;

• Redesign of CSR Strategy “Better Places 2030” and Long Term Energy

Action Plan.

Financial Policy and Financial Performance and Reporting

• Review and closing of the 2021 consolidated full-year results and

statutory financial statements and reporting on the half-year accounts for

the 2022 financial year;

• Review and assessment of statutory auditor rotation, including hand-over

towards new statutory auditor;

• Group 5-year business plan and budget;

• Financial resources, balance sheet management and borrowing

requirements (EMTN, bonds, liquidity agreements);

• The Group’s dividend policy (as part of the dividend policy of the URW

Group) and annual allocation of results, notably regarding the COVID

pandemic;

• Closing of the forecast management documents and preparation of the

quarterly activity reports for the SB.

Internal risk management and control systems

• Internal audits, internal control system and compliance matters;

• Risk management and update of the risk mapping.

Governance and compliance with relevant laws and regulations

• Updates to the URW Group’s compliance programme (including the

Group's Anti-corruption Programme, Anti-Money Laundering and Sanctions

Lists) and completing the Group Compliance and Group Anti-Corruption

Programme trainings;

• Monitoring of the proposed updates to the Dutch Corporate Governance

Code

• Compliance with regulatory/legal requirements and changes, including

related party transactions (e.g. the Shareholder Rights Directive II, the

follow up of the Dutch Diversity Act).

Human Resources

• Talent development and management;

• Diversity and inclusion;

• Recruitment and retention of key positions.

Shareholder Outreach and Engagement

• Investor dialogue;

• AGM materials (agenda, resolutions, etc.);

• General meeting;

• Group communication;

• Annual Report 2021, and half-year accounts for the 2022 financial year.

MB EVALUATION PROCESS

An assessment of the MB is carried out annually. Over the year ending December 31, 2022, the MB conducted an annual assessment of the

performance and overall functioning of the MB and its members. Following the self-assessment, the MB is generally satisfied with the overall

functioning of the MB and its respective members, notably including the quality of the interaction with the SB and its committees and company

officers and quality of effectiveness and governance. The MB also took note of the focus on continuous sound communication and strategic

leadership meetings. Overall, over the year ending December 31, 2022, it was concluded the MB functioned well.

2.1.2 THE SUPERVISORY BOARD

The SB is in charge of the supervision of the policy of the MB and the general course of affairs of URW NV and of the business connected with it.

The SB shall provide the MB with advice. In performing their duties, the members of the SB (each an “SB Member”) shall be guided by the

interests of URW NV and of the business connected with it. The SB report is summarized in section 2.2. of this Annual Report.

2.1.3 ADHERENCE TO THE DUTCH CORPORATE GOVERNANCE CODE

The Dutch Corporate Governance Code (“Code”) contains principles and best practice provisions that regulate relations between the MB, SB and

the (general meeting of) shareholders. As of the listing of the Stapled Shares on Euronext Amsterdam and Euronext Paris, the Code became

applicable to URW NV. The text of the Code can be accessed at http://www.mccg.nl. The Code is based on a ‘comply-or-explain’ principle.

URW NV acknowledges the importance of good corporate governance and agrees with the general approach and with the provisions of the Code.

Considering inter alia the Stapled Share structure, current practices at Unibail-Rodamco-Westfield SE (URW SE), and the interests of the URW

Group and its stakeholders, URW NV deviates from the following best practice provisions of the Code:

• Best Practice Provision 2.1.7: URW NV does not comply with best practice provision 2.1.7 (iii), which provides that for each shareholder holding

more than 10% of the shares in URW NV, there is at most one SB Member who can be considered to be affiliated with such shareholder. URW

SE holds more than 10% of the shares in URW NV. As a URW Group company, and in direct relation with the Stapled Share structure and to

ensure consistency between the two companies, two SB Members are also members of the management board of URW SE and are as such

affiliated with URW SE.

• Best Practice Provision 2.1.8.: The Company applies this best practice provision. Accordingly, the chair of the Supervisory Board is considered

non-independent pursuant to best practice provision 2.1.8. i. that provides that a supervisory board member is not independent if they have

been an employee or member of the management board of the company in the five years prior to appointment.

• Best Practice Provision 2.1.9: Considering inter alia the Stapled Share structure, current practices at URW SE and URW NV, and the interest of

the URW Group and its stakeholders, the chair of the Supervisory Board is considered non-independent. A supervisory board member is not

independent if they have been an employee or member of the management board of the company in the five years prior to appointment.

• Best Practice Provision 2.3.2: Given the interrelatedness of nomination, assessment of MB performance and remuneration, URW NV has a

(combined) governance, nomination and remuneration committee rather than a separate remuneration committee and selection and

appointment committee as recommended in best practice provision 2.3.2.

• Best Practice Provision 3.1.2: URW NV supports the principle that the remuneration policy should focus on long-term value creation for URW

NV and its business. Rather than setting the shareholding requirement of MB Members to five years, the terms and conditions of the long-term

incentive plans in URW NV awarded to MB Members include a shareholding requirement for the duration of the MB Member’s mandate because

URW NV believes this better ensures continued alignment of interests throughout the mandate.

• Best Practice Provision 4.3.3: The Company’s MB Members and SB Members are appointed by the General Meeting upon a binding nomination

prepared in accordance with the Articles. The General Meeting may only overrule the binding nomination with a qualified majority that is

higher than what is recommended in this best practice provision. Consistent with the governance practice at many other listed Dutch companies

and because we believe that a decision to overrule a nomination must be widely supported by our shareholders, the Articles do not provide

for a lower voting standard to overrule such nomination than the voting standard provided for in section 2:133(2) Dutch Civil Code (“DCC”).

As of the financial year starting on or after January 1, 2023 the Code has been updated. It provides for updates in areas such as long-term value

creation, diversity and the role of shareholders. It also contains amended provisions of the Code due to changes in Book 2 of the DCC. Where

principles or best practice provisions in this revised Code, compared with the Code that became effective as of financial years starting in 2016,

require changes to URW NV’s internal rules, regulations, procedures or organization, URW NV will be deemed to be compliant with this updated

Code if such changes have been implemented no later than December 31, 2023. For the financial year 2022 URW NV reports over the Code that

became effective as of financial years starting in 2016.

2.1.4 CODE OF ETHICS AND OTHER CORPORATE GOVERNANCE PRACTICES

Ethics is one of the URW Group’s core values and the Group is committed to conducting business in an ethical and fair manner. The URW Group

has a “zero tolerance” principle against all forms of unethical practices, such as inappropriate, disrespectful or unlawful behaviour, corruption,

bribery, influence peddling and human rights violations. The URW Group’s compliance procedures are based on a precise allocation of duties and

responsibilities as well as promotion of compliance awareness through a “tone from the top” approach and active training programs to ensure

accountability and strict and effective compliance within the URW Group.

URW NV has adopted the Code of Ethics, which applies to the URW Group and which includes the values and principles that each employee,

manager and director of the URW Group must respect and comply with, by virtue of their office, at all times and in all circumstances when acting

within, or in the name of, the URW Group or any third party. These principles include: respect for human dignity and for employees’ work,

respect for the URW Group, respect for law and regulations, loyalty, integrity and avoiding conflicts of interests, and ethics in doing business. It

is the responsibility of each employee, manager and director of the URW Group to regularly review and refresh their knowledge and understanding

of the Code of Ethics of the URW Group, in addition to the required annual e-learning training for all employees. In addition, and as part of

successfully shaping the evolution of the URW culture, enhancing the work environment, and ensuring that we can provide an exceptional

employee experience, URW holds employee pulse surveys in the ongoing effort to understand how to enhance culture and work environment.

The text of this Code of Ethics can be accessed on the Company’s website under Related Documents at the Corporate Governance section.

We actively promote and we have reasonable assurance that our Code of Ethics is effective within the Company. We have, to the best of our

knowledge, no reason to believe that our Code of Ethics was not complied with during the financial year to which this report pertains, noting

that anyone can declare any (potential) breach through our URW Integrity line (https://urw.integrityline.org/) at any time.

URW NV does not voluntarily apply other formal codes of conduct or corporate governance practices.

2.2 REPORT OF THE SUPERVISORY BOARD

The Supervisory Board (“SB”) supervises and advises the Management Board (“MB”) on an ongoing basis and carries its duties in accordance with

the applicable law and regulations and the Articles. In performing its duties, the SB is guided by the interests of URW NV and of the business

connected with it.

2.2.1 COMPOSITION OF THE SUPERVISORY BOARD, INDEPENDENCE, AND DIVERSITY

The SB consists of 5 members as at December 31, 2022. The SB composition reinforces the Group’s strategy through the members’ expertise in

real estate/asset management, retail, finance, legal and other areas. The range of skills and expertise is summarized in the biographies below.

Following the communications made in May 2022 appointments of Mr. Jean-Louis Laurens and Ms. Aline Taireh were renewed. Mr. Jean-Louis

Laurens and Ms. Aline Taireh were reappointed for a four-year term at the 2022 annual general meeting.

A Supervisory Board member is appointed for a period of four years and may be reappointed for another four-year period, followed by a

reappointment for two years which may be extended by at most two years. If a new appointment is made after the first eight years, this will be

explained in the annual report.

2.2.1.1 COMPOSITION OF THE SUPERVISORY BOARD AS DECEMBER 31, 2022

Name

Role

Age

Gender

Nationality

Independence

Starting date

Expiry date

of term of office

Mr Jean-Marie Tritant

Chair

French

Non-independent

2021

AGM 2025

Mr Fabrice Mouchel

Vice-Chair

French

Independent

2021

AGM 2025

Mr Jean-Louis Laurens

Senior Independent Director

French

Independent

2018

AGM 2026

Ms Aline Taireh

Member

American

Independent

2018

AGM 2026

Ms Catherine Pourre

Member

French

Independent

2021

AGM 2025

SUPERVISORY BOARD MEMBER INFORMATION AND MANDATES HELD AS AT DECEMBER 31, 2022

BORN ON:

November 10, 1967

NATIONALITY:

French

NUMBER OF STAPLED

SHARES HELD:

43,274

MR JEAN-MARIE TRITANT

SB MEMBER – CHAIR

Non-independent

• Graduate of Burgundy – Business School (“BSB”) (previously ESC Dijon).

• Master’s Degree from Paris I-Sorbonne University in commercial real estate (a qualification recognized by the

Royal Institution of Chartered Surveyors).

• Started his career at Arthur Andersen Paris.

• Joined Unibail in 1997. Appointed Managing Director of the Office Division in 2002 and Managing Director Retail

France in 2007.

• Appointed to the management board of Unibail-Rodamco SE, Chief Operating Officer effective April 25, 2013,

ended on June 7, 2018.

• Appointed to the MB as President US effective June 7, 2018, following the Westfield Transaction, ended on

November 18, 2020.

• Appointed as Chief Executive Officer of URW SE as of January 1, 2021.

OTHER FUNCTIONS AND MANDATES OUTSIDE OF

THE GROUP

PREVIOUS MANDATES DURING THE LAST FIVE YEARS

• Representative of Unibail-Rodamco-Westfield SE as

Member of the French Fédération des Sociétés

Immobilières et Foncières (FSIF)

• Non-Executive Director of Pavillon de l’Arsenal

• Representative of Unibail-Rodamco-Westfield SE

on the Board of Directors of Société Paris-Île- de-

France Capitale Économique

• Representative of Unibail-Rodamco-Westfield SE on

the Executive Committee of the Palladio

Foundation

• Director of the European Public Real Estate

Association (EPRA)

• Member of the management board of URW NV

• Director, Chairman and President of URW America, Inc.

• Director and President of Annapolis TRS, Inc.; Fashion

Square Service TRS, Inc.; GSP Service TRS, Inc.;

Montgomery Service, Inc.; VF/UTC Service, Inc.; WCL

Holdings, Inc.; Westfield Beneficiary 1, Inc.; Westfield

Beneficiary 2, Inc.; Westfield Subsidiary REIT 1, Inc.;

Westfield Subsidiary REIT 2, Inc.; Westland Properties,

Inc.; Westland Realty Beneficiary, Inc.

• Director of Broward Mall LLC; Roseville Shoppingtown

LLC; Santa Anita Borrower LLC; Santa Anita GP LLC;

Valencia Town Center Venture GP LLC; Westfield

Paramus 1, Inc.

• Manager and President of URW WEA LLC; West-OC 2

REIT 1 LLC; West-OC 2 REIT 2 LLC; West-OC 2 REIT 3

LLC; URW Airports LLC; Westfield LLC; Westfield

Concession Management II LLC; Westfield, Gift Card

Management LLC; Westfield Property Management LLC;

Westfield U.S. Holdings LLC; WestNant Investment LLC

• Manager of Annapolis REIT 1 LLC, Annapolis REIT 2 LLC;

Annapolis REIT 3 LLC; Broward Mall LLC; Culver City

REIT 1 LLC; Culver City REIT 2 LLC; Culver City REIT 3

LLC; Horton Plaza REIT 1 LLC; Horton Plaza REIT 2 LLC;

Horton Plaza REIT 3 LLC; Mission Valley REIT 1 LLC;

Mission Valley REIT 2 LLC; Mission Valley REIT 3 LLC;

North County REIT 1 LLC; North County REIT 2 LLC;

North County REIT 3 LLC; Oakridge REIT 1 LLC; Oakridge

REIT 2 LLC; Oakridge REIT 3 LLC; Plaza Bonita REIT 1

LLC; Plaza Bonita REIT 2 LLC; Plaza Bonita REIT 3 LLC;

Promenade REIT 1 LLC; Promenade REIT 2 LLC;

Promenade REIT 3 LLC; Santa Anita REIT 1 LLC; Santa

Anita REIT 2 LLC; Santa Anita REIT 3 LLC; Southcenter

REIT 1 LLC; Southcenter REIT 2 LLC; Southcenter REIT 3

LLC; Stratford City Offices (No.1) LLC; Stratford City

Offices (No.2) LLC; Stratford City Shopping Centre

(No.1) LLC; Stratford City Shopping Centre (No.3) LLC;

Topanga REIT 1 LLC; Topanga REIT 2 LLC; Topanga REIT

3 LLC; West Valley REIT 1 LLC; West Valley REIT 2 LLC;

West Valley REIT 3 LLC; White City Investments (No. 1)

LLC; White City Investments (No. 2) LLC

• Director of Descon Invest PTY LTD; Fidele PTY LTD;

Nauthiz PTY LTD; Westfield America Management

Limited; Westfield American Investments PTY LTD;

Westfield Capital Corporation Finance PTY LTD;

Westfield Queensland PTY LTD; WFA Finance (Aust) PTY

LTD; WFD Finance PTY LTD

OTHER INTRA-GROUP FUNCTIONS AND MANDATES

• Chairman of the management board and Chief

Executive Officer of URW SE

• Chairman of Uni-Expos (SA)

Excluding 2553 Stapled Shares held via the URW SE company saving plan.

PREVIOUS MANDATES DURING THE LAST FIVE

YEARS (continued)

• (continued) Director and Chairman of Rodamco

Sverige AB

• Director and representative of Unibail-Rodamco

Nederland Winkels B.V.

• Director of U&R Management B.V.

• Director and Secretary of Unibail-Rodamco Spain,

SLU (formerly Unibail-Rodamco Inversiones, SLU);

Unibail-Rodamco Ocio, SLU; Unibail-Rodamco

Palma, SLU; Unibail-Rodamco Real Estate, SLU;

Unibail-Rodamco Retail Spain, SLU

Director and Chairman of Proyectos Inmobiliaros

New Visions, SLU; Essential Whites, SLU;

Promociones Inmobiliarias Gardiner SL; Unibail-

Rodamco Steam, SLU; Proyectos Inmobiliarios

Time Blue, SLU

• Director and President of WALP Service, Inc;

Westfield America, Inc.; Westfield DDC, Inc.;

Westfield Development, Inc.; Westfield Eco, Inc.;

Westfield USA Centres, Inc.; WHL (USA), Inc.; WHL

USA Acquisitions, Inc.

• Manager and President of URW Airports LLC;

Westfield Concession Management II LLC;

Westfield Gift Card Management LLC; Westfield

Property Management LLC; WestNant Investment

LLC

• Director, Chairman and President of URW America,

Inc.

• Director and President of Annapolis TRS, Inc.;

Fashion Square Service TRS, Inc.; GSP Service TRS,

Inc.; Montgomery Service, Inc.; VF/UTC Service,

Inc.; WCL Holdings, Inc.; Westfield Beneficiary 1,

Inc.; Westfield Beneficiary 2, Inc.; Westfield

Subsidiary REIT 1, Inc.; Westfield Subsidiary REIT

2, Inc.; Westland Properties, Inc.; Westland Realty

Beneficiary, Inc.

• Director of Broward Mall LLC; Roseville

Shoppingtown LLC; Santa Anita Borrower LLC;

Santa Anita GP LLC; Valencia Town Center Venture

GP LLC; Westfield Paramus 1, Inc.

• Manager and President of URW WEA LLC; West-OC

2 REIT 1 LLC; West-OC 2 REIT 2 LLC; West-OC 2

REIT 3 LLC; URW Airports LLC; Westfield LLC;

Westfield Concession Management II LLC;

Westfield, Gift Card Management LLC; Westfield

Property Management LLC; Westfield U.S. Holdings

LLC; WestNant Investment LLC

• SB Member of Unibail-Rodamco-Westfield Germany

GmbH (formerly: mfi AG); REIT 2 LLC; Annapolis REIT 3

LLC; Broward Mall LLC; Culver City REIT 1 LLC; Culver

City REIT 2 LLC; Culver City REIT 3 LLC; Horton Plaza

REIT 1 LLC; Horton Plaza REIT 2 LLC; Horton Plaza REIT

3 LLC; Mission Valley REIT 1 LLC; Mission Valley REIT 2

LLC; Mission Valley REIT 3 LLC; North County REIT 1 LLC;

North County REIT 2 LLC; North County REIT 3 LLC;

Oakridge REIT 1 LLC; Oakridge REIT 2 LLC; Oakridge

REIT 3 LLC; Plaza Bonita REIT 1 LLC; Plaza Bonita REIT

2 LLC; Plaza Bonita REIT 3 LLC; Promenade REIT 1 LLC;

Promenade REIT 2 LLC; Promenade REIT 3 LLC; Santa

Anita REIT 1 LLC; Santa Anita REIT 2 LLC; Santa Anita

REIT 3 LLC; Southcenter REIT 1 LLC; Southcenter REIT 2

LLC; Southcenter REIT 3 LLC; Stratford City Offices

(No.1) LLC; Stratford City Offices (No.2) LLC; Stratford

City Shopping Centre (No.1) LLC; Stratford City

Shopping Centre (No.3) LLC; Topanga REIT 1 LLC;

Topanga REIT 2 LLC; Topanga REIT 3 LLC; West Valley

REIT 1 LLC; West Valley REIT 2 LLC; West Valley REIT 3

LLC; White City Investments (No. 1) LLC; White City

Investments (No. 2) LLC

• Director of Descon Invest PTY Limited; Fidele PTY

Limited; Nauthiz PTY LTD; Westfield America

Management Limited; Westfield American Investments

PTY Limited; Westfield Capital Corporation Finance Pty

LTD; Westfield Capital Corporation Finance PTY LTD;

Westfield Queensland PTY LTD; WFA Finance (Aust) PTY

Limited; WFD Finance PTY Limited

• Director of WFD Unibail-Rodamco Real Estate B.V.

Attendance 2022:

• SB 100%

• GNRC 100%

Mandate:

• First Mandate: June 29, 2021 (involved from January 1, 2021)

• Expiry date of term of office: AGM 2025

Further experience:

• Active executive and senior leadership experience

Strong leadership and management skills, having served as President US at URW NV. He has extensive operational experience after numerous

senior positions, including Managing Director Retail France and Chief Operating Officer at former Unibail-Rodamco SE.

• International experience and regional market exposure

Extensive international experience through various roles. He has a truly international perspective and in-depth knowledge of regional real

estate and retail in the US having lived and worked in the US as former President US at URW NV.

• Retail and consumer product experience

Significant expertise through various senior roles in asset management, including as Head of Asset Management and later Managing Director

Retail and Offices France at former Unibail-Rodamco SE.

• Risk oversight and corporate Governance Experience

Experience through various senior roles in the industry and as a management board member on a France and a Dutch listed company,

including experience on risk oversight and corporate governance practices.

BORN ON:

April 16, 1970

NATIONALITY:

French

NUMBER OF STAPLED

SHARES HELD:

26,505

MR FABRICE MOUCHEL

SB MEMBER – VICE-CHAIR

Independent

• Graduate of HEC Business School, master’s degree in law and bar diploma (CAPA: certificat d’aptitude à la

profession d’avocat).

• Lawyer in the Mergers & Acquisitions Department of Gide Loyrette & Nouel (1993-1996).

• Vice-President of Mergers and Acquisitions at ING-Barings (1997-2001).

• Joined Unibail in 2001 as Head of Corporate Development.

• Became Head of Financial Resources and Investor Relations Department in 2002.

• Deputy CFO from June 2007 to April 2013.

• Appointed to the Unibail-Rodamco SE MB as Deputy CFO in March 4, 2013 (effective on April 25, 2013) and as Group

Finance Director on June 7, 2018.

• Appointed as Chief Financial Officer of URW SE as of January 5, 2021.

OTHER FUNCTIONS AND MANDATES OUTSIDE OF

THE GROUP

PREVIOUS MANDATES DURING THE LAST FIVE

YEARS

• N/A

• SB Member of Rodamco Deutschland GmbH;

Rodamco Deutschland GmbH; Co Süd Liegenschafts

• Managing Director of SCS Liegenschaftsverwertung

GmbH; SCS Motor City Errichtungs G.m.b.H. Austria

OTHER INTRA-GROUP FUNCTIONS AND MANDATES

Group Companies

• Member of the management board and CFO of URW SE

• Director of Rodamco Nederland B.V.; Rodamco Nederland

Winkels B.V.; U&R Management B.V.; Dotterzwaan B.V.;

Cijferzwaan B.V.; Unibail-Rodamco Poland 5 B.V.; Rodamco

Project I B.V.; Rodamco Europe Finance B.V.; Unibail-

Rodamco Investments B.V.; Unibail-Rodamco Investments 2

B.V.; Real Estate Investments Poland Coöperatief UA;

Stichting Rodamco, Traffic UK B.V.; Old Tower Real Estate

B.V.; Broekzele Investments B.V.

• Member of the board of Rodamco Sverige AB

• Director of Westfield Corporation Limited; Descon Invest Pty

Limited; Westfield Investments Pty Limited; Westfield

American Investments Pty Limited; Westfield Capital

Corporation Finance Pty Ltd; Westfield Queensland Pty Ltd;

Nauthiz Pty Ltd; WCL Finance Pty Limited; WCL

Management Pty Limited; Westfield UK Investments Pty

Limited; Westfield UK 1 Pty Limited; Westfield UK 2 Pty

Limited; Westfield UK 3 Pty Limited; Westfield UK 4 Pty

Limited; Westfield UK 5 Pty Limited; Westfield UK 6 Pty

Limited; Westfield America Management Ltd; Fidele Pty Ltd

Westfield R.S.C.F. Management Pty Ltd; Westfield

Developments Pty Ltd; Cavemont Pty. Ltd

• Managing Director of DZ-Donauzentrum Besitz- und

Vermietungs-GmbH; Shopping Center Planungs- und

Entwicklungsgesellschaft m.b.H. & Co Werbeberatung KG;

Shopping Center Planungs- und Entwicklungsgesellschaft

mbH; Shopping City Süd Erweiterungsbau Gesellschaft

m.b.H. & Co Anlagenvermietung KG; Unibail-Rodamco

Austria Verwaltungs GmbH, URW Invest GmbH, Unibail-

Rodamco Invest GmbH

• Vice-President of the SB of Unibail-Rodamco-Westfield

Germany GmbH

• Director of Liffey River Financing ltd

• Director of Crossroads Property Investors s.a.

Attendance 2022:

• SB 100%

• AC 100%

• GNRC 100%

Mandate:

• First Mandate: June 29, 2021 (involved from February 4, 2021)

• Expiry date of term of office: AGM 2025

Further experience:

• Relevant active executive or senior leadership experience

Significant senior leadership experience as vice-president of mergers and acquisitions at ING-Barings and Head of Corporate Development at

Unibail-Rodamco SE.

Excluding 6406 Stapled Shares held via the URW SE company saving plan.

• Financial expertise

High level of financial and capital markets experience gained through various positions, including as vice-president of mergers and

acquisitions at ING-Barings and later as Head of Financial Resources and Investor Relations department at Unibail-Rodamco SE. In-dept

knowledge of the industry having served as Deputy Chief Financial Officer and Group Finance Director at Unibail-Rodamco SE.

• Risk oversight/compliance expertise

Seasoned executive with 20 years of expertise through senior roles in finance at Unibail-Rodamco SE.

• Real Estate Market Experience

Extensive experience in the European market through 20-year career in the industry having served as Deputy Chief Financial Officer and

Group Finance Director.

• Corporate Governance

Former member of the management board of Unibail-Rodamco SE.

BORN ON:

August 31, 1954

NATIONALITY:

French

NUMBER OF STAPLED

SHARES HELD:

363

MR JEAN-LOUIS LAURENS

SENIOR INDEPENDENT DIRECTOR & AC CHAIRMAN

Independent

• Graduate of HEC Business School.

• Doctorate in Economics and a Master’s in law.

• Former Executive Director of Morgan Stanley International.

• Former CEO of AXA Investment Managers France.

• Former CEO of Robeco France and former Global Head of Mainstream Investment of Robeco Group (until 2009).

OTHER FUNCTIONS AND MANDATES

PREVIOUS MANDATES DURING THE LAST FIVE YEARS

Listed Company

• None

Other Company

• Chairman of Blulog, Sp.z. (Poland)

• Chairman of A4P Technologies SA (Luxembourg)

• Member of the supervisory board Andera Partners

(France)

• Member of the board of directors Crédit Mutuel

Investment Management (France)

• Member of the supervisory board of Vidi Capital

(France)

• Former supervisory board vice-chairman and audit

committee chairman of URW SE (until 2018)

• Non-executive chairman of the board of directors of

Unigestion Asset Management (France)

Attendance 2022:

• SB 100%

• AC 100%

Mandate:

• First Mandate: June 7, 2018

• Second Mandate: June 22, 2022

• Expiry date of term of office: AGM 2026

Further experience:

• Active executive and senior leadership experience

Extensive senior leadership experience as general partner and global head of asset management of Rothschild and Co Group, global Head of

mainstream investments at Robeco Group and CEO of AXA Investment Managers.

• Financial expertise

Extensive financial and capital markets expertise as a former chief executive of major asset management companies and numerous senior

positions in investment banks such as HSBC and Morgan Stanley.

• Risk oversight/compliance expertise

Extensive expertise through various senior roles in asset management and investment banking, including CEO of Banque Internationale de

Placement and CEO of Banque Robeco and gained important insights into governance, risk management and regulation.

• International Experience

Extensive international experience through various Global Head roles and work experience in Germany, the Netherlands and the US.

• Corporate Governance Experience

Former member of the Ethics and Governance Committee of MEDEF, the French employers association (10 year tenure). Co-author of the

AFEP-MEDEF code of governance.

BORN ON:

January 15, 1975

NATIONALITY:

American

NUMBER OF STAPLED

SHARES HELD:

806 (incl. 305 stapled

shares held through CDI’s)

MS ALINE TAIREH

SB MEMBER

Independent

• Bachelor of Arts in Criminology and Psychology from University of California Irvine.

• Juris Doctorate Degree from Brooklyn Law School, New York.

• Associate with O’Melveny & Myers LLP, Los Angeles, CA.

• Joined Westfield as Senior Corporate Counsel in January 2007 and was appointed Associate and General Counsel

in January 2008.

• Appointed Senior Vice President and Deputy General Counsel of Westfield effective June 2012

• Appointed General Counsel US on June 7, 2018.

OTHER INTRA-GROUP FUNCTIONS AND MANDATES

PREVIOUS MANDATES DURING THE LAST FIVE YEARS

• Various other current mandates within the Group

• None

Attendance 2022:

• SB 100%

Mandate:

• First Mandate: June 7, 2018

• Second Mandate: June 22, 2022

• Expiry date of term of office: AGM 2026

Further experience:

• Relevant active executive and senior leadership experience

Extensive operational and leadership experience as General Counsel of Westfield and various executive and director positions with all

aspects of the US business including shopping center operations, financings, joint venture relationships and development matters.

Significant focus on sustainability, diversity, talent and change management, in both executive and non-executive positions.

• International experience and regional market exposure

Significant experience in international operations as well as local market exposure in the US since joining Westfield in 2007 with in-depth

knowledge in the US real estate and retail market, which are increasingly important given the US portfolio of flagship destinations.

• Real estate and real estate asset management experience

Extensive strategy expertise in real estate development, investment, leasing, management, and divestment through her role as Senior

Corporate Counsel, Associate General Counsel, Deputy General Counsel and General Counsel of Westfield. US market expert through 20+-

year career with key leadership to drive change management to successfully adopt management practices in order to ensure organizational

success.

• Legal and Financial expertise

In-depth knowledge of operations that are international and complex, with financing transactions, group debt and refinancing in different

countries and currencies.

• Risk oversight and compliance

20+ years of experience in the US real estate and retail market has brought deep knowledge of the US market, including real estate

property acquisitions, secured and unsecured financing transactions, joint ventures, litigation and all other legal and process matters.

BORN ON:

February 2, 1957

NATIONALITY:

French

NUMBER OF STAPLED

SHARES HELD:

112,970

MS CATHERINE POURRE

SB MEMBER & AC MEMBER & GNRC CHAIR

Independent

• Graduate of ESSEC Business School

• Law degree from Université Catholique de Paris

• Graduate French Expertise Comptable (French CPA)

• Former Audit & Consulting Partner at PricewaterhouseCoopers (1989 – 1999).

• Former Consulting Partner at Ernst & Young and former Executive Director and Member of the Executive

Committee at Cap Gemini Ernst & Young (1999 – 2002).

• Former Deputy Managing Director and member of the Executive Committee of Unibail (2002 to 2007).

• Fomer Management Board member and Chief Resources Officer at Unibail-Rodamco SE (2007 to 2013).

• Designated as independent SB Member at URW N.V. in February 2021.

OTHER FUNCTIONS AND MANDATES

PREVIOUS MANDATES DURING THE LAST FIVE YEARS

Listed Company

• Member of the supervisory board of Crédit Agricole SA

(France); Chair of the Audit Committee; member of the

Risk Committee; member of the Strategy &

Sustainability Committee

• Member of the supervisory board of Bénéteau (France),

Chair of the Audit Committee, member of the

Remuneration Committee

Other Company

• Member of the supervisory board of Crédit Agricole

Corporate and Investment Band (France); Chair of the

Audit Committee; member of the Risk Committee;

member of the Remuneration Committee; member of

the Governance and Nomination Committee

• Member of the management board of CPO Services

(Luxembourg)

• Member of the supervisory board of Neopost SA

(France) (until 2019)

• Member of the supervisory board of SEB SA (France);

Chair of the Audit Committee Member of the Risk

Committee; Member of the Strategy & Sustainability

Committee (until May 2022)

Attendance 2022:

• SB 100%

• AC 100%

• GNRC 100%

Mandate:

• First Mandate: June 29, 2021 (involved from February 4, 2021)

• Expiry date of term of office: AGM 2025

Further experience:

• Active executive and senior leadership experience

Extensive senior leadership experience as Management Board member of Unibail-Rodamco Group and global Head of Consulting for High

Growth companies at Pricewaterhouse and then Cap Gemini Consulting.

• Financial expertise & real estate experience

Extensive financial expertise as a French CPA and a former Chief Financial Officer at Unibail as well as Chair or Member of numerous Audit

Committees of Boards of listed companies including a systemic financial institution.

Extensive experience in real estate development, investment, leasing, management, and divestment as a former Management Board member

of Unibail-Rodamco Group.

• Risk Oversight and Compliance expertise

Extensive Risk, internal Control and compliance expertise as a consulting partner at PricewaterhouseCoopers and Cap Gemini Consulting, as

well as former Chief Resources Offices at Unibail-Rodamco and as a member of Audit, Risks and Compliance Committees in various Boards

of listed companies including a systemic financial institution.

• International Experience

Extensive international experience through various senior roles and work experience in the US, the Netherlands, Germany, Luxembourg and

France.

• Corporate Governance Experience

Extensive corporate Governance experience through various senior roles as Management Board member and Supervisory Board member in

major listed companies.

INDEPENDENCE

Considering inter alia the Stapled Share structure, current practices at URW SE and URW NV, and the interest of the URW Group and its

stakeholders, the Chair of the Supervisory Board is considered non-independent. Even though the composition of the SB partly relates to the fact

that URW SE and URW NV together form the URW Group, after careful review it can be confirmed that as at December 31, 2022, the majority of

the SB members can be considered independent within the meaning of principle 2.1.8 of the DCGC.

DIVERSITY

URW NV has diversity policies with respect to the composition of the MB and the SB. URW NV is committed to supporting, valuing, and leveraging

the value of diversity, but also believes that there is a fine line between diversity and unintentional discrimination. For that reason, the

importance of diversity, in and of itself, should not set aside the overriding principle that someone should be recommended, nominated and

appointed for being “the right person for the job”. URW NV believes that it is important for the MB and the SB to represent a diverse mix of

backgrounds, experiences, qualifications, knowledge, abilities and viewpoints.

URW NV seeks to combine the skills and experience of long-standing members of the MB and/or the SB with the fresh perspectives, insights, skills

and experiences of new members. URW NV strives for gender diversity and a mix of ages in the composition of those bodies. In addition to age

and gender, the Company recognizes and welcomes the value of diversity with respect to race, ethnicity, nationality, sexual orientation and

other important cultural differences. URW NV is committed to seeking broad diversity in the composition of the MB and the SB and will consider

these attributes when evaluating new candidates in the best interests of the Company and its stakeholders. In terms of experience and expertise,

URW NV intends for the MB and the SB to be composed of individuals who are knowledgeable in one or more specific areas of strategic importance

to the Company.

New Dutch legislation is aimed at improving gender diversity in listed companies, among others by imposing a quota of at least one-third for both

women and men on the SB. We recognize the importance of diversity and inclusion; a diverse and inclusive workforce provides the necessary mix

of points of view required to continue to innovate and drive our Company’s business forward. URW NV believes that it is valuable that, and strives

to achieve a situation in which the experience and expertise as well as diversity and inclusion are embedded at all levels of the Company. URW

embodies an inclusive vision for its business as well as its employee community as laid down in the URW Diversity Charter. In 2022 the Company

set diversity targets for the SB, MB and senior management positions in adherence with the URW Diversity Charter and in line with Dutch law

applicable as per January 1, 2022, the SB shall pursue that at least one third of the SB seats shall be held by each gender. The MB shall pursue

that at least 40% of the total MB and senior management positions shall be held by women and no more than 60% by men by 2025.

The composition of the SB over the year 2022 is such, that URW NV’s diversity objectives have been achieved, including meeting the statutory

target of one third of the SB comprising female SB Members. The selection of SB members is based on the required profile and their backgrounds,

experiences, qualifications, knowledge, abilities, and viewpoints without positive or negative bias on gender.

The composition of the MB and senior management as a group, with a 61%/39% male/female gender balance in 2022, diverges from the diversity

target pursued by the MB. This is partly due to the limited size of the MB, with only two members, and because URW NV continues to appoint

and nominate, as applicable, the best candidates for these respective positions. More than for re-appointments, whereby experience and good

performance are weighing heavily on the decision, new appointments will offer opportunity to re-balance the composition in view of fair and

equal gender representation in due course. Targets set for (gender) diversity will be taken into consideration when there are vacancies in the

MB, and senior management positions to strive for a 60/40 gender balance by 2025 as outlined above.

Diversity and inclusion also forms a key part of the URW Better Places 2030 strategy. With a representation in 2 continents, we welcome

employees from different parts of the world, from diverse cultures and backgrounds to build successful and inclusive teams. URW commits to

ensuring full equal opportunities (e.g. gender, nationality, sexual orientation) in HR practices and processes Group - wide. The Group stands for

a fair overall outcome that rewards individual and collective performance and does not discriminate on race, gender, nationality or any other

personal criteria. The Be You at URW framework for example aims to fully embed the Group’s commitment to drive even greater diversity and

inclusion across the business and focuses on four key areas: leadership & commitment, inclusion policies & performance, employee development

& learning and culture & employee engagement. In 2022, webcasts for International Women’s Day, gender equality activities in all regions, and

LGBTQ+ Pride activities in the US, were held. Also, the URW employee pulse Survey was rolled out to all employees in 2022, including a focus on

diversity and inclusion. An employee survey is rolled out each year to check in with the global employee community and help shape effective

plans to create an even more inclusive working culture.

More information about our diverse workforce and inclusive way of working is available in the URW CSR Report.

2.2.2 SB MEETINGS AND ACTIVITIES

The SB held 6 meetings in 2022 (including ad hoc meetings). Overall average member attendance at its meetings was 100%. In addition to the

matters within its statutory scope, the SB discussed all major actions carried out in 2022, both internally (e.g. organizational matters, risk

management, compliance and Anti-Corruption Program, 2022 half year results, internal audits) and externally (Group strategy, refurbishment

projects, operations, financial position, Dutch Corporate Governance Code requirements) with specific attention to the evolution of the

deleveraging strategies, including disposals and ways to ensure access to capital markets and the rotation of the statutory auditor. The Company’s

statutory auditor during H1-2022 attended 2 meetings, after rotation the Company’s statutory auditor in H2-2022 attended 2 meetings.

SB Members were also informed of the work and recommendations of its specialized committees and that of the Company’s statutory auditor.

The minutes and documents of all the meetings of URW NV’s Audit Committee (AC) and URW NV’s Governance, Nomination and Remuneration

Committee (GNRC) are systematically made available to all SB Members through a secure electronic platform.

The joint URW SB annual Strategy Retreat in 2022 was held in Amsterdam, the Netherlands. With focus on the deleveraging plan, sustainability

and energy action plan and digital and data strategy. In July 2022 a joint URW Group SB training session was held, with focus on sustainability

and regulations, compliance and governance.

Principal responsibilities of the SB

Key areas discussed, reviewed and/or approved in 2022

Group Strategy

• Strategic initiatives relating to the balance sheet, including

deleveraging and access to capital;

• Refurbishment, investment, divestment and operations;

• Regular updates: on share price evolution and business activities,

including updates on the conflict in Ukraine and related restrictions

(operations, finance, human resources, legal, CSR, development, IT

and data strategy, compliance and risk management, including

sanctions list, etc.);

• Redesigning of the CSR Strategy “Better Places 2030”;

Group Financial Policy and Financial Performance and Reporting

• Review and discussion of the deleveraging programme;

• 2022 Budget and 5-year Business Plan, financial resources and

borrowing requirements;

• Follow-up on NAV and EPRA performance measures;

• Financial commitments and guarantees;

• Provisions for risk and litigation;

• The Group’s dividend policy (as part of the dividend policy of the

URW Group) and annual allocation of results;

• Approval of 2021 consolidated full-year results, statutory financial

statements and half-year accounts for the 2022 financial year;

• Relationship with URW NV’s statutory auditor including auditor’s

reporting for the coming year;

• Review and assessment of statutory auditor rotation;

• Non-audit services provided by URW NV’s statutory auditor;

• Refurbishment pipeline in the context of overall balance sheet

planning and rating agencies;

• Liquidity forecasts and Loan-to-Value (LTV) ratio;

• Regular tax updates.

Internal Audit, Risk Management and Control Systems

• Monitoring risk management, internal audit, compliance, and

insurance programmes;

• 2022 internal audit plan;

• Internal audits, internal control system and compliance matters;

• In-depth review of the Group’s risk management and update of the

risk mapping;

• Focused review of selected risk management topics (2022 focus

included: recruitment, retention & succession; IT systems & data;

terrorism & major security incidents; climate change & societal

risks).

Governance and Compliance with Relevant Laws and

Regulations

• Updates to the URW Group’s compliance programme (including the

URW Group’s Anti-corruption Programme and risk mapping, Anti-

Money Laundering and Sanctions list) and completing the Group

Compliance and Group Anti-Corruption Programme training;

• Compliance with the Dutch Corporate Governance Code (including

proposed update of the Dutch Corporate Governance Code);

• Review of the independence of SB Members;

• Regular updates on regulatory/legal changes, including the follow

up of the Dutch Diversity Act;

• Review and confirming absence of related party agreements.

Succession Planning

• Annual review of the SB and committee profile and composition and

rotation;

• Succession planning and overall composition of the SB and MB;

• SB Member selection/recruitment process.

Group Remuneration Policy and Performance Assessments

• 2022 MB Member remuneration and update MB remuneration policy

(including FI, level of attainment of annual STI and LTI targets);

• Annual evaluation of the functioning of the MB;

• Annual evaluation of the functioning of the SB (self-assessment

process).

Human Resources

• Talent management, including recruitment and mobility;

• Diversity and inclusion.

Shareholder Outreach and Engagement

• Shareholder and proxy advisor engagement and feedback (including

2022 AGM voting items and the proposed capital raise) and

corporate governance roadshow and communications;

• Updates on shareholder composition;

• AGM materials (agenda, resolutions, etc.);

• Annual Report 2021.

2.2.3 SB BOARD COMMITTEES

The SB has established three committees: the AC, the GNRC and the Investment Committee (“IC”).

2.2.3.1 AUDIT COMMITTEE (AC)

The AC assists and advises the SB on its audit duties and prepares its decisions in this regard. The duties of the AC include reviewing and discussing

the effectiveness of internal risk management and control systems and the financial information to be disclosed by URW NV. The AC also monitors

the MB with regard to URW NV’s compliance program with recommendations and observations of internal and external auditors, URW NV’s

compliance with applicable laws and regulations, the functioning of the internal audit department (if applicable), URW NV’s tax policy, URW NV’s

application of information and communication technology and URW NV’s financing. In addition, it maintains regular contact with and supervises

URW NV’s statutory auditor, including her independence, and it advises the SB regarding the external auditor's nomination for (re)appointment

by the General Meeting.

The roles and responsibilities of the AC as well as the composition and the manner in which it discharges its duties are set out in a committee

charter (each a “Committee Charter”) and, in part, in the SB rules governing the organisation, decision-making and other internal matters of the

SB (the "SB Rules"). Pursuant to a resolution to that effect, the SB may, with the approval of the URW SE Supervisory Directors, amend or

supplement the Committee Charter and allow temporary deviations.

AUDIT COMMITTEE COMPOSITION

As at December 31, 2022, the AC consists of three members:

• Mr Jean-Louis Laurens (Chair);

• Mrs Catherine Pourre; and

• Mr Fabrice Mouchel.

The members of the AC are appointed and dismissed by the SB on the basis of a binding recommendation by the GNRC. At least one member of

the AC must have competence in accounting and/or auditing. More than half of all the members of the AC, including the chair of the AC, must

be independent from URW NV (including within the meaning of the Dutch Corporate Governance Code). The chair of the AC shall not be the chair

of the SB or a former MB Member.

AUDIT COMMITTEE MEETINGS AND ACTIVITIES

The AC shall meet at least quarterly and otherwise as often as any of the SB Members deems necessary or appropriate. At least once a year, the

AC meets with the Company’s statutory auditor without any of the MB Members being present. During the financial year 2022, the AC met 7 times

in order to carry out its responsibilities. Overall attendance was 100%. The Company's statutory auditor attended 4 meetings.

AC members receive the meeting documents which include a detailed agenda and comprehensive papers timely before each meeting. To allow

for optimal preparation for the review of the accounts, the AC meets prior to the SB meeting at which the full-year and half-year financial

statements are reviewed. The SB is informed of the proceedings and recommendations of the AC at its meeting directly following that of the AC.

In addition to the matters within its statutory scope, the AC discussed the external auditor rotation pursuant to European Regulations and the

interest for the Company to assess the services it is paying for, including audit, are fit for purpose and provide value. Following an orientation

phase in light of the anticipated auditor rotation in December 2021 the AC appointed a Steering Committee, consisting of the AC Chair, the

URW NV CFO and the URW Group Director of Consolidation and Accounting, to lead a tender process.

During the intake phase the auditors were requested to demonstrate they establish adequate policies and procedures to ensure compliance with

regards to independence, internal quality of control systems, the supervision and training of employees and other persons involved in the statutory

audit activity within their organization.

The emphasis in the decision process included the adaptation of the proposal to URW Group’s worldwide organization and its evolution, to the

alignment with the challenges URW NV will face in the coming years, as well as the capability of the audit network to integrate the most up to

date and best performing digital tools and audit field work processes, in addition with the criteria of quality and independence. During its

evaluation the Steering Committee focused on both qualitative and financial criteria.

The Steering Committee, aligning their preferences on continuity of URW NV and the URW Group, presented two candidates to the AC noting the

preference to nominate Deloitte, based on both qualitative and financial criteria, as the external auditor for URW NV from the financial year

2022. Following the tender process, it was the AC’s responsibility to submit the recommendation to the SB for the appointment of the external

auditor. The AC recommendation included two possible choices for the audit engagement with a justified preference, resulting in the proposed

nomination of Deloitte Accountants B.V. at the 2022 annual general meeting.

Principal responsibilities of the AC

Key areas discussed, reviewed and/or recommended for approval to the SB

in 2022

Group Financial Policy

• Strategic initiatives to the balance sheet, including deleveraging, access to

capital;

• Extensive review and follow-up of financial, borrowing, accounting and tax

aspects;

• 2022 Group Budget;

• Follow-up on NAV and EPRA performance measures;

• The Group’s dividend policy (as part of the dividend policy of the URW

Group) and annual allocation of results,

• Relationship with the external auditor including auditor’s reporting for the

coming year;

• Review and assessment of external auditor rotation;

• Non-audit services provided by URW NV's external auditor.

Financial Performance and Reporting

• Review and discussion of the disposal programme;

• 2021 consolidated full-year results and statutory financial statement and

half-year accounts for the 2022 financial year;

• Financial commitments and guarantees;

• Provisions for risk and litigation;

• Regular tax updates;

• Regular updates on regulatory/legal changes including legal audit reform;

• Refurbishment pipeline in the context of overall balance sheet planning and

rating agencies;

• Liquidity forecasts and Loan-to-Value (LTV) ratio.

Internal Audit, Risk Management and Control Systems

• Monitoring risk management, internal audit, compliance, and insurance

programmes;

• Updates on digital and IT strategy, tools and projects;

• 2022 internal audit plan;

• Internal audits, internal control system and compliance matters;

• In-depth review of risk management and update of the risk mapping;

• Focused review of selected risk management topics (2022 focus included:

recruitment, retention & succession; IT systems & data; terrorism & major

security incidents; climate change & societal risks).

AC Governance

• Annual evaluation of the functioning and efficiency of the AC (self-

assessment process).

2.2.3.2 THE GOVERNANCE, NOMINATIONS AND REMUNERATION COMMITTEE (GNRC)

The GNRC assists and advises the SB on its duties regarding the nomination of MB Members and SB Members. It is charged with drawing up

selection criteria and appointment procedures for the MB Members and SB Members. Furthermore, it periodically assesses the size and

composition of the MB and the SB, and make proposals for the composition profile of the SB. In addition, the GNRC periodically assesses the

functioning of individual MB Members and SB Members, and reports on such review to the SB. It is also charged with making proposals for

(re)appointment or dismissal of MB Members and SB Members as well as for the election or dismissal of the Chair and Vice-Chair of the SB. The

GNRC supervises the policy of the MB regarding the selection criteria and appointment procedures for URW NV's senior management.

The GNRC further assists and advises the SB on its duties regarding the remuneration of the MB Members and the SB Members. The duties of the

GNRC include preparing proposals for the SB concerning the remuneration policy for the MB Members, the remuneration of the individual MB

Members within the framework of the remuneration policy as adopted by the General Meeting, and the remuneration of individual SB Members

subject to approval by the General Meeting.

In addition, the GNRC periodically reviews and assesses the adequacy of the corporate governance practices, policies and rules of URW NV and

its subsidiaries and makes recommendations to the SB on all matters of corporate governance (including on any remedial actions to be taken).

The roles and responsibilities of the GNRC as well as the composition and the manner in which it discharges its duties are set out in a committee

charter (each a “Committee Charter”) and, in part, in the SB Rules. Pursuant to a resolution to that effect, the SB may, with the approval of the

URW SE Supervisory Directors, amend or supplement the Committee Charter and allow temporary deviations.

GOVERNANCE, NOMINATION AND REMUNERATION COMMITTEE COMPOSITION

As at December 31, 2022, the GNRC consists of three members, including two URW SE Supervisory Directors:

• Mrs Catherine Pourre (Chair);

• Mr Jean-Marie Tritant; and

• Mr Fabrice Mouchel.

The members of the GNRC are appointed and dismissed by the SB on the basis of a binding recommendation by the GNRC.

GOVERNANCE, NOMINATIONS AND REMUNERATION COMMITTEE MEETINGS AND ACTIVITIES

The GNRC held 3 meetings in 2022 (including ad hoc meetings). Overall attendance was 100%. The implementation of the updated remuneration

policy in line with the Shareholders Rights Directive-II, stock options and performance share plans were finalized in the first half year of 2022.

The GNRC furthermore reviewed and advised the SB on the updated remuneration policy on incentive restructuring and long-term incentive KPI’s,

the Management Board (MB) and Supervisory Board (SB) profiles and composition, and the selection and nomination process.

Principal responsibilities of the GNRC

Key areas discussed, reviewed and/or recommended for approval to the SB

in 2022

Company Remuneration Policy and performance assessments

• 2022 MB Member remuneration (including FI, level of attainment of

annual STI and LTI targets);

• 2022 LTI envelope.

Shareholder outreach and engagement

• Shareholder engagement and feedback (including as relates to

governance and remuneration);

• AGM materials (remuneration policy update and renewals/appointments).

GNRC Governance

• Evaluation of the functioning and efficiency of the MB;

• Review of the SB and committee profile and composition and rotation;

• Succession planning (selection and nomination process) and overall

composition of the SB and MB.

Governance and compliance with relevant laws and regulations

• Regular updates on regulatory/legal changes, including the follow up of

the Dutch Diversity Act and the proposed updates to the Dutch Corporate

Governance Code.

2.2.3.3 INVESTMENT COMMITTEE (IC)

The SB Members who are members of the IC are authorized to pass resolutions on behalf of the SB to approve resolutions of the MB concerning

certain transactions and actions by URW NV or its subsidiaries up to certain amounts, as listed in more detail in the SB rules.

INVESTMENT COMMITTEE COMPOSITION

As at December 31, 2022, the IC consists of three members, including two URW SE Supervisory Directors:

• Mr Jean-Marie Tritant (Chair);

• Mr Fabrice Mouchel; and

• Ms Aline Taireh.

The members of the IC are appointed and dismissed by the SB, upon the binding recommendation of the GNRC.

INVESTMENT COMMITTEE MEETINGS AND ACTIVITIES

The IC meets as often as any of its members deems necessary or appropriate.

2.2.4 EVALUATION OF THE SUPERVISORY BOARD

SUPERVISORY BOARD EVALUATION PROCESS

An assessment of the SB is carried out annually. Over the year ending December 31, 2022 an annual assessment of the performance and overall

functioning of the SB and its committees, and of the MB and its members was held. Following the assessment over the year ending December 31,

2022, the SB is generally satisfied with the overall functioning of the SB and its respective members, including the interaction with its committees

and with the MB. The SB also took note of Dutch specific regulatory, governance and accounting matters that were addressed as a key item for

the review performed on consolidated level. The quality of the coordination between the Company and URW SE and Committee Chairs is marked

as good, the continuous updates on local laws and regulations remain of interest. Overall, over the year ending December 31, 2022 it was

concluded the SB functioned well.

2.2.5 CONFLICTS OF INTEREST

NO CLOSE FAMILY RELATIONSHIPS

To the knowledge of the Company, there are no family ties between the SB Members or MB Members of the Company.

MANAGEMENT OF CONFLICTS OF INTEREST

To the knowledge of the Company, there are no conflicts of interest or potential conflicts of interest between the Company and the SB Members

and/or MB Members with respect to their personal interests or their other obligations. During the financial year 2022, there were no transactions

in respect of which there was a conflict of interests with any MB Member or SB Member that is of material significance to URW NV and/or to such

MB Member or SB Member. Where applicable, best practice provision 2.7.5 of the DCGC concerning related party transactions with significant

shareholders has been observed.

In order to ensure that each SB Member and MB Member acts with loyalty, independence and professionalism, each SB Member and MB Member

must immediately report any actual or potential conflicts of interest with the Company in a transaction that is of material interest to URW NV

and/or to such MB Member or SB Member to the Chairman of the SB and the other MB Members (in the case of an MB Member) or to the other SB

Members (in the case of an SB Member), respectively, providing all relevant information relating to such transaction. An SB Member or MB Member

with a conflict of interest must not participate in the deliberations and the decision-making of the SB or the MB, respectively, on a matter in

relation to which he/she has a conflict of interest.

Additionally, the MB Members must seek SB approval before accepting a position as managing, executive, supervisory or non-executive director

(other than at a group company of URW NV). SB Members must notify the SB in advance of any other managing, executive, supervisory or non-

executive position he/she wishes to pursue, and such other positions are discussed at an SB meeting at least annually.

The SB Members and the MB Members are also subject to the rules established in the URW Group’s Code of Ethics and Anti-Corruption Programme

applicable to all URW Group directors, managers and employees.

In July 2022 a URW Group SB training session was held in which the URW NV SB members participated, including on the URW’s Code of Ethics and

Anti-Corruption Programme.

RELATED PARTY TRANSACTIONS

Pursuant to sections 2:167 through 2:170 DCC, URW NV has adopted a related party transactions policy outlining the procedures to identify,

monitor, approve and disclose material transactions with related parties. The URW NV related party transactions policy applies from January 1,

2020.

NO CONVICTIONS OR OFFENCES

As at December 31, 2022, to the best of the Company’s knowledge and based on their individual declaration, none of the SB Members or MB

Members has, over the past five years:

• been convicted of fraud;

• been associated as an executive with a bankruptcy, receivership or liquidation;

• been found guilty of an offence and/or publicly and officially sanctioned by a statutory or regulatory authority.

2.3 REMUNERATION REPORT

2.3.1 INTRODUCTION

In accordance with the Articles and Dutch law, URW NV's Annual General Meeting ("AGM") determines URW NV’s remuneration policies for the MB

Members and the SB Members (the "MB Remuneration Policy" and the "SB Remuneration Policy", respectively). URW NV's current MB Remuneration

Policy (effective as of January 1, 2022) was adopted by the AGM on June 22, 2022 with 97,45% votes in favour. In 2022 there were no changes

introduced to URW NV’s current SB Remuneration Policy (effective as of January 1, 2021)

The MB Remuneration Policy is designed to:

• attract and retain MB Members with the leadership qualities, skills and experience needed to support and promote the growth and sustainable

success of URW NV and its business as well as the URW Group as a whole;

• motivate MB Members to achieve, and reward the achievement of, short and long-term performance targets (including with respect to CSR)

with the objective of increasing URW NV's equity value and contributing to URW NV's strategy for long-term value creation; and

• align the interests of the MB Members to those of URW NV and the URW Group as a whole, and their respective businesses and stakeholders.

The SB Remuneration Policy is intended to attract, motivate and retain high calibre individuals with an appropriate degree of expertise and

experience, which contributes to the strategy, long-term interests, sustainability, identity, mission and values of the Company and its business,

considering the interests of the URW Group.

URW NV believes that this approach and this philosophy benefit the realisation of URW NV's long-term objectives while managing URW NV's risk

profile.

The remuneration paid to the MB Members and SB Members in the 2022 financial year is consistent with the MB Remuneration Policy and the SB

Remuneration Policy, respectively. Therefore, the remuneration paid to our MB Members and SB Members in the 2022 financial year is consistent

with the intentions and design of our remuneration policy and thus contributes to the long-term performance of URW NV and the URW Group of

which it forms a part. Relevant scenario analyses have been considered in advance in determining the level and structure of the remuneration

of the MB Members in the 2022 financial year.

This remuneration report, which describes the remuneration of the MB Members and the SB Members for the financial year 2022, is subject to an

advisory vote at URW NV’s AGM in 2023. At the AGM held on June 22, 2022, 98,48% of votes were cast in favour of URW NV's remuneration report

2021. In light of this strong level of support and considering that no questions were raised at that General Meeting regarding remuneration, no

specifics needed to be addressed in this remuneration report.

The remuneration of the MB Members comprises a Fixed Income (“FI”), a Short-Term Incentive (“STI”) and a Long-Term Incentive (“LTI”) and

may furthermore include pension arrangements, severance pay and other benefits, as described below. The remuneration package of a MB

Member shall not include any welcome bonus, contractual non-compete indemnity, additional defined benefits pension scheme or intra-Group

board fees.

To support the Remuneration Policy’s objectives, the mix of remuneration includes pay-for-performance (STI and LTI). The chart below illustrates

the mix of Fixed Income vs pay-for-performance, assuming maximum STI pay-out and the theoretical maximum LTI grant size (IFRS) according to

the Management Board Remuneration Policy applicable in 2022.

The MB Remuneration Policy and the SB Remuneration Policy are available on our website: https://www.urw-nv.com/en/corporate-governance/related-documents

2.3.2 REMUNERATION RATIO AND PERFORMANCE EVOLUTION

The Dutch Corporate Governance Code (“Code”) that applied during 2022 recommended the provision of a ratio comparing the remuneration of

the MB Members and that of a "representative reference group" determined by URW NV. We have chosen to compare as per December 31, 2022,

the full year average cash remuneration of the MB Members (i.e. excluding the value of equity incentive awards and other non-cash remuneration

components) to an equivalent of an average full-time employee

of URW NV (including its subsidiaries). We have used the aggregate cash

remuneration

from January 1, 2022 to December 31, 2022 as a reference amount

In setting the executive remuneration quantum, the SB and the GNRC use internal and external remuneration benchmarks but also take into

account the remuneration ratio. The remuneration ratio presented below helps ensuring that executive remuneration remains reasonable

compared to the company average and varies with company performance.

The table below sets out the history of this ratio since the financial year 2018, when URW NV was incorporated.

2.3.3 REMUNERATION OF THE MB MEMBERS FOR 2022 FINANCIAL YEAR

The MB Remuneration Policy that was approved by the AGM on June 22, 2022 was applied in 2022 with no deviation.

The remuneration of each MB Member as described in this section includes any such MB Member’s remuneration that was charged to any subsidiary

of URW NV and/or to any other company whose financial information is consolidated by URW NV.

2.3.3.1 ELEMENTS OF REMUNERATION DUE OR GRANTED FOR THE 2022 FINANCIAL YEAR TO

MR DOMINIC LOWE, COO US

Elements of

Remuneration

Amounts

Comments

Annual Fixed

Income – FI

(Paid in respect of

the 2022 year)

€711,654

Mr Lowe’s FI amounts to $750,000 (i.e. €711,654) per year.

Short-Term

Incentive – STI

(To be paid in 2023

in respect of the

2022 year)

€741,632

The maximum STI opportunity for 2022 was set at 100% of FI.

Performance measure

Weight

Unit

Threshold

(30% of max)

Target

(80% of max)

Stretch

(100% of max)

Achieved

Score

(% of max)

Payout

Net Operating Result US

20%

€Mn

386.25

441.42

463.49

470.00

125.0%

€177,913

Investments/Disposals

10%

Undisclosed*

125.0%

€88,957

Rent collection

89.0

94.0

96.0

93.9

99.3%

€35,316

Leasing renewals

€Mn

106.09

128.59

137.60

140.00

125.0%

€44,478

Effective rent

Undisclosed*

125.0%

€44,478

Spot vacancy evolution

10%

10.3

8.2

7.4

10.4

€0

New revenues growth

Undisclosed*

125.0%

€44,478

Gross admin expenses

10%

Undisclosed*

125.0%

€88,957

GHG equivalent emissions

tCO

75,427

67,046

63,694

48,200

125.0%

€44,478

Gender Parity Improvement

40.0

54.3

60.0

68.4

125.0%

€44,478

Qualitative performance

20%

See details below

90.0%

€128,098

TOTAL

100%

104.2%

€741,632

* these objectives are commercially sensitive and therefore not disclosed.

Average full-time employee includes full-time employees and full-time equivalent of part-time employees. Both fixed term and permanent employees are included.

It however excludes MB Members and interns.

The cash remuneration includes base salary and annual (cash) bonus.

The remuneration of employees who worked at URW NV and its affiliates for less than a year as of December 31, 2022 is annualized. The exchange rate used for

compensation paid in USD is the average rate over the period as published by the European Central Bank.

For the period from incorporation to December 31, 2018.

The total remuneration paid or granted includes the FI, the STI due for the year (and paid during the following year), the LTI granted during the year and any other

additional benefits received during the year.

There is no longer any President US role since 2021.

As Mr. Lowe replaced Mr. Tritant as MB Member, they count for one unique person for the calculation of the average remuneration of the MB Members.

2022

2021

2020

2019

2018

Total

remuneration

paid or

granted

(including

LTI)

Jean-Marie Tritant, President US

n/a

€2,238,368

€2,742,740

€1,265,600

Dominic Lowe, COO US

€2,287,377

€1,696,928

€647,518

n/a

Gerard Sieben, CFO

€358,704

€345,783

€307,953

€292,083

€127,667

Pay ratio

(excluding LTI)

Average cash MB remuneration

€839,429

€714,494

€645,310

€947,957

€603,841

Company average cash remuneration

€164,387

€138,933

€135,710

€138,441

€75,516

Multiple of the company average cash

remuneration

5.1

4.8

6.9

8.0

Company

performance

Net Operating Result (recurring) in Mn€

€481.2

€380.6

€310.4

€525.0

€259.4

Elements of

Remuneration

Amounts

Comments

The scores for Leasing Renewals, Third Party / JV fees and GHG equivalent emissions were subject to a GNRC and SB

assessment below what the direct calculations would have provided. These assessments took into account the overall

context and sustainability of the performance delivered.

The gross STI was determined by the SB on March 27, 2023, upon the recommendation of the GNRC, and

is before income tax and social security charges. The equivalent amount in USD is 781,594.

Among significant individual objectives achieved by Mr Lowe in 2022:

• Operational performance exceeded NRI, sales and gross administrative costs reduction targets, in a

market that is seeing strong recovery.

• Strong MGR recovery and sales-based rent levels growing, target exceeded.

• Successful reorganization of the US platform to facilitate future deleveraging. Successful disposals

of four major assets at attractive yields.

• Successfully delivered various extension projects including Westfield Topanga achieving LEED

Platinum, the highest standard in sustainable building in the US.

The STI paid in 2022 in respect of 2021 is was €593,589 (74.9% of maximum opportunity).

Long-Term

Incentive – LTI

Performance

Shares (PS) and

Performance

Stock Options (SO)

(Granted during

the 2022 year)

(Economic value at

the grant date

according to IFRS 2

requirements,

based on the

evaluation

conducted by

Willis Towers

Watson)

€791,865

The maximum LTI opportunity is 180% of FI.

The SB, upon the recommendation of the GNRC, granted a combination of PS and SO to Mr Lowe,

dated March 8, 2022, with the following characteristics:

Presence

condition

Performance

period

Performance

condition

Strike

price

Number of

units

Economic value

(IFRS)

2 years of

continuous

presence

before the

date of vesting

or exercise

3 years

80% financial

(35% Relative

TSR,

10% Absolute

TSR, 35% AREPS)

20% CSR

(10% Executive

gender parity,

10% Greenhouse

gas reduction)

n/a

32,961

€758,381

$826,029*

3 years

€66.68

(no

discount)

29,339

€33,484

$36,471*

€791,865 (i.e. $862,500so 115% of FI*)

*Based on exchange rate published by the European Central Bank at grant date

TSR is the total return obtained through ownership of a share over a given period. It includes

dividends (or any other distribution) paid and reinvested in the Stapled Shares, as well as any change

in the Stapled Shares share price over this period. TSR information is provided by an external third

party such as Bloomberg. The reference period runs from the grant date up until the last trading day

prior to the end of the vesting period and calculations are made on a 90 calendar-day averaging basis.

Mr. Lowe has received SO and PS as COO US on May 21, 2021 and March 8, 2022 only. As such he has

no Performance Shares vested nor Stock Options exercisable yet in this capacity.

The maximum LTI grant is 180 % of FI.

The SO and PS granted to Mr Lowe on March 8, 2022 will vest on March 10, 2025.

Pension

€17,364

Mr Lowe benefits from a defined contribution pension plan (401 K type) with a company matching done

under the same terms and conditions as the local employees.

Life and health

insurance

€24,862

Mr Lowe benefits from benefits applicable to all employees in his work country, including life and health

insurance and social security benefits.

Service agreement

Yes

The service agreement between URW NV and Mr Dominic Lowe is in force since June 29, 2021

TOTAL

€2,287,377

As a result to the above-mentioned figures, the fixed and variable remuneration components weigh 32.96% and 67.04% of total remuneration.

2.3.3.2 ELEMENTS OF REMUNERATION DUE OR GRANTED FOR THE 2022 FINANCIAL YEAR TO

MR GERARD SIEBEN, CHIEF FINANCIAL OFFICER (CFO)

Elements of

Remuneration

Amounts

Comments

Annual Fixed Income –

FI (paid in respect of the

2022 year)

€177,896

The FI of the CFO benefits from the usual annual salary indexation applicable in the Netherlands under

the same terms and conditions.

Short-Term Incentive –

STI (to be paid in 2023 in

respect of the 2022 year)

€47,676

The target STI opportunity is 25% of FI.

Performance measure

Weigh

Unit

Threshold

(30% of max)

Target

(80% of max)

Stretch

(100% of max)

Achieved

Score

(% of max)

Payout

AREPS

35%

€

8.20

8.51

8.63

9.31

125.0%

20,362

Net Debt

15%

€Bn

22.25

21.54

21.25

22.10

51.3%

3,585

Rent Collection

10%

96.3

125%

5,818

Gross Admin expenses

10%

€Mn

523.91

509.62

503.91

518.80

59.8%

2,785

GHG equivalent emissions

tCO

75,427

67,046

63,694

48,200

125%

2,909

Gender parity improvement

40.0

54.3

60.0

68.4

125%

2,909

Qualitative performance

20%

See details below

100%

9,309

TOTAL

100%

102.4%

47,676

The score for GHG equivalent emissions was subject to a GNRC and SB assessment on target, below what the direct

calculation would have provided. This assessment took into account the overall context and sustainability of the

performance delivered.

The gross STI was determined by the SB on March 27, 2023, upon the recommendation of the GNRC,

and is before income tax and social security charges.

Among significant individual objectives achieved by Mr Sieben in 2022:

• Reporting process:

▪ Successfully facilitated the statutory audit rotation, including handover from EY to

Deloitte as statutory auditor in the US and the Netherlands;

▪ Further improvement in efficiency in collaboration between URW SE and URW NV teams

in the Netherlands and the US;

• Leverage: successful conversion of an interest-bearing loan into a capital security improving

URW NV’s Loan-to-Value;

• ESG: successful follow up of strengthening the impact of the community-oriented actions of

URW NV in the Netherlands.

• Corporate Governance: monitoring and compliance with 2022 update Dutch Corporate

Governance Code.

The total STI paid in 2022, in respect of 2021, was €29,304 (85% of maximum STI).

Long-Term Incentive –

LTI

Performance Shares

(PS) and Performance

Stock Options (SO)

(Granted during the

2022 financial year)

(Economic value at the

grant date according to

IFRS 2 requirements,

based on the

evaluation conducted

by Willis Towers

Watson)

€86,194

The maximum LTI opportunity is 180 % of FI.

The SB, upon the recommendation of the GNRC, granted a combination of PS and SO to Mr Sieben,

dated March 8, 2022, with the following characteristics:

Presence

condition

Performance

period

Performance

condition

Strike

price

Number of

units

Economic

value (IFRS)

2 years of

continuous

presence

before the

date of vesting

or exercise

3 years

80% financial

(35% Relative

TSR, 10%

Absolute TSR,

35% AREPS)

20% CSR

(10% Executive

gender parity,

10%

Greenhouse gas

reduction)

n/a

3,486

€80,207

3 years

€66.68

(no

discount)

5,246

€5,987

TOTAL

€86,194 (48% of FI)

TSR is the total return obtained through ownership of a share over a given period. It includes dividends

(or any other distribution) paid and reinvested in the Stapled Shares, as well as any change in the

Stapled Shares share price over this period. TSR information is provided by an external third party such

as Bloomberg. The reference period runs from the grant date up until the last trading day prior to the

end of the vesting period and calculations are made on a 90 calendar-day averaging basis.

Mr Sieben has received SO and PS grant since 2019. As such, according to the performance of the LTI

plan 2019 assessed at 38.35%, on March 21, 2022, he received 265 PS and 3,000 SO are exercisable until

March 19, 2027 subject to the retesting of the URW TSR KPI upon exercise.

The SO and PS granted to Mr Sieben on March 8, 2022 will vest on March 10, 2025.

Pension

€21,909

Mr Sieben benefits from a defined contribution pension plan.

Benefits in Kind

€25,028

Mr Sieben benefits from a company car.

Service agreement

Yes

The service agreement between URW NV and Mr Gerard Sieben is in force since June 7, 2018.

TOTAL

€358,704

As a result to the above-mentioned figures, the fixed and variable remuneration components weigh 62.68% and 37.32% of total remuneration,

respectively.

2.4 REMUNERATION PAID TO THE SB MEMBERS FOR 2022

FINANCIAL YEAR

The remuneration policy of the SB Members is intended to attract, motivate and retain high calibre individuals with an appropriate degree of

expertise and experience, which contributes to the long-term interests, sustainability, identity, mission and value of the Company and its

business, considering the interests of the URW Group of which it forms part.

The SB remuneration policy is determined by the AGM, at the proposal of the SB, upon the recommendation of the GNRC.

SB Members receive an annual fee. In an increasingly competitive international environment, all SB Members also receive an out of country

indemnity for time spent on their duties as SB Members outside their country of residence.

While attendance of SB and relevant committee meetings is of course expected from all SB Members, we also award attendance fees as outlined

below to compensate the SB Members adequately and proportionately for their efforts.

In order to ensure a high standard of supervision and monitoring of the Company strategy as well as to avoid any potential conflict of interest,

the SB Members do not receive any remuneration related to Company performance.

The remuneration policy for the SB Members remains unchanged in 2022. The current SB remuneration policy was approved by the AGM on June

29, 2021.

2.4.1 REMUNERATION PAID TO THE SB MEMBERS

In 2022 remuneration of the SB members amounted to €260,500. Mr. Jean-Marie Tritant, Mr. Fabrice Mouchel and Ms. Aline Taireh did not receive

any remuneration for their SB membership. URW NV has not awarded any options or shares to members of the SB as remuneration for their

services as SB members. No loans or guarantees were granted to members of the SB.

EVOLUTION OF REMUNERATION OF THE SB MEMBERS

SB Members

2022

2021

2020

2019

2018

(1)

Mr. Jean-Marie Tritant

(2)

€0

Mr. Fabrice Mouchel

€0

Mr. Jean-Louis Laurens

€138,000

€130,000

€135,500

€135,000

€70,500

Mr. Alec Pelmore

(3)

€0

€122,000

€120,000

€60,000

Mrs. Catherine Pourre

€122,500

€109,417

Ms. Aline Taireh

(4)

€0

TOTAL

€260,500

€239,417

€257,500

€255,000

€130,500

(1) The 2018 remuneration was applied pro rata temporis.

(2) Mr. Jean-Marie Tritant has received in 2021 a tax equalization payment related to his former capacity as MB member in 2020. The amount is EUR 469,644. The Remuneration received

as MB member in 2018, 2019 and 2020 is disclosed in the corresponding Annual Report.

(3) On December 17, 2020 the Supervisory Board took note of the resignation of Mr. Alec Pelmore with effect January 4, 2021.

(4) Ms. Aline Taireh did not receive any compensation for her SB membership. Employee remuneration charged to a subsidiary of the Company is disclosed in footnote 12.3 of URW NV's

consolidated financial statements for the financial year ended December 31, 2021.

2.4.2 NUMBER OF STAPLED SHARES, SO AND PS HELD BY MB MEMBERS AND SB MEMBERS AS AT

DECEMBER 31,2022

MB and SB Members

Stapled Shares

Owned

Non-exercised

PS subject to vesting

period

Mr. Dominic Lowe

491

67,316

46,630

Mr. Gerard Sieben

270

18,958

8,561

Mr. Jean-Marie Tritant

43,274*

249,500

84,360

Mr. Fabrice Mouchel

26,505**

179,775

60,617

Mr. Jean-Louis Laurens

363

Mrs. Catherine Pourre

112,970

Ms. Aline Taireh

806***

28,826

12,476

* Excluding 2553 Stapled Shares held via the URW SE Company Saving Plan

** Excluding 6406 Stapled Shares held via the URW SE Company Saving Plan.

*** Including 305 Stapled Shares held through CDI’s.

FINANCIAL STATEMENTS AS

AT DECEMBER 31, 2022

On March 27, 2023, the Supervisory Board approved the consolidated financial statements of Unibail-Rodamco-Westfield N.V. for the year ended

December 31, 2022, and authorised their publication. These consolidated financial statements will be submitted to the approval of the Annual

General Meeting expected to be held on June 27, 2023.

3.1 CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements are presented in millions of euros, rounded to the nearest hundred thousand and, as a result, slight

differences between rounded figures may exist.

3.1.1 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(€Mn)

Notes

2022

2021

Restated

(1)

Gross rental income

5.3

386.8

346.9

Service charge income

47.4

45.0

Service charge expenses

(65.0)

(55.5)

Property operating expenses

(126.0)

(129.3)

Operating expenses and net service charges

(143.6)

(139.7)

Net rental income

243.2

207.2

Net property services and other activities income

0.5

Share of result of companies accounted for using the equity method

7.2

(223.5)

(391.3)

Corporate expenses

(15.8)

(36.1)

Depreciation of tangible assets

6.2.2

(4.8)

(6.3)

Administrative expenses

(20.7)

(42.4)

Acquisition and related costs

5.2.4

(5.9)

(1.4)

Result on disposal of investment properties and loss of control

2.1.2/2.2.2

(2.9)

57.2

Valuation gains on assets

41.8

25.6

Valuation losses on assets

(439.9)

(538.5)

Valuation movements on assets

6.4

(398.1)

(512.9)

NET OPERATING RESULT

(407.4)

(683.7)

Financial income

52.3

47.2

Financial expenses

(414.2)

(345.2)

Net financing costs

8.2.1

(361.9)

(298.0)

Fair value adjustments of derivatives, debt and currency effect

8.2.2

523.8

11.4

RESULT BEFORE TAX

(245.4)

(970.3)

Income tax benefit/(expenses)

9.2

11.7

74.2

NET RESULT FOR THE PERIOD

(233.7)

(896.1)

Net result for the period attributable to:

Owners of Unibail-Rodamco-Westfield N.V. shares

(152.2)

(788.2)

Non-controlling interests

(81.5)

(107.9)

NET RESULT FOR THE PERIOD

(233.7)

(896.1)

2022

2021

Restated

(1)

Average numbers of shares (undiluted)

14.2

231,965,297

231,793,341

Net result of the period (Owners of Unibail-Rodamco-Westfield N.V.)

(152.2)

(788.2)

Net result for the period per share (Owners of Unibail-Rodamco-

Westfield N.V.) (€)

(0.66)

(3.40)

Average numbers of shares (diluted)

14.2

232,698,629

233,437,334

Net result of the period (Owners of Unibail-Rodamco-Westfield N.V.)

(152.2)

(788.2)

Diluted net result per share (Owners of Unibail-Rodamco-Westfield

N.V.) (€)

(2)

(0.66)

(3.40)

(€Mn)

2022

2021

Restated

(1)

NET RESULT FOR THE PERIOD

(233.7)

(896.1)

Foreign currency differences on translation of financial statements of subsidiaries

and net investments in these subsidiaries

(3)

133.6

183.3

Other comprehensive income that may be subsequently recycled to profit

and loss

133.6

183.3

OTHER COMPREHENSIVE INCOME

133.6

183.3

TOTAL COMPREHENSIVE INCOME

(100.0)

(712.8)

Total Comprehensive Income for the period attributable to:

Owners of Unibail-Rodamco-Westfield N.V. shares

(10.0)

(596.5)

External non-controlling interests

(90.0)

(116.4)

TOTAL COMPREHENSIVE INCOME

(100.0)

(712.8)

(1) Figures for 2021 have been restated, see note 3.3 Correction of error in non-controlling interest.

(2) In case of a negative net result for the period, the diluted net result per share is equal to the net result for the period per share. For 2022 and 2021 the EPS are

antidilutive.

(3) The amount is presented net of related tax effects.

3.1.2 CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(€Mn)

Notes

December 31, 2022

December 31,

2021

Restated

(1)

December 31,

2020

Restated

(1)

Non-current assets

10,290.0

10,818.0

11,053.1

Investment properties

6.1

4,902.5

5,049.3

5,059.8

Investment properties at fair value

4,893.5

5,029.1

5,040.4

Investment properties at cost

9.0

20.2

19.4

Shares and investments in companies accounted for using the equity

method

7.2

4,901.7

5,284.9

5,430.9

Tangible assets

6.2

13.2

26.4

29.7

Intangible assets

6.3

211.2

263.5

295.9

Financial assets

8.3.1

118.2

116.7

116.4

Deferred tax assets

9.3

0.6

0.4

Derivatives at fair value

8.4

142.6

76.8

120.4

Current assets

277.2

207.8

406.6

Properties or shares held for sale

146.9

Inventories

34.3

20.2

19.8

Trade receivables from activity

8.3.1

86.3

88.3

109.3

Tax receivables

3.7

0.5

2.9

Other receivables

8.3.1

76.9

48.3

64.6

Cash and cash equivalents

8.3.6

76.0

50.5

63.1

Total assets

10,567.2

11,025.8

11,459.7

SHAREHOLDERS' EQUITY (OWNERS OF UNIBAIL-RODAMCO-

WESTFIELD N.V. SHARES)

1,017.2

777.2

874.0

Share capital

14.2

116.0

115.9

115.8

Additional paid-in capital

14.3

2,243.3

Consolidated reserves

3.1.4

(2,948.3)

(2,159.9)

34.7

Foreign currency translation reserves

257.0

114.8

(76.9)

Consolidated result

3.1.1

(152.2)

(788.2)

(2,194.5)

Capital securities

14.6

1,501.4

1,251.4

751.6

Equity attributable to the owners of Unibail-Rodamco-Westfield

N.V.

1,017.2

777.2

874.0

Non-controlling interests

15.4

(250.5)

(160.5)

(44.1)

Total shareholders' equity

766.5

616.7

829.8

NON-CURRENT LIABILITIES

8,557.6

8,091.2

8,989.2

Long-term commitment to non-controlling interests

8.3.7

460.4

491.4

460.5

Long-term bonds and borrowings

8.3.3

7,773.3

6,843.9

7,691.2

Long-term lease liabilities

8.3.3

36.7

50.4

52.7

Derivatives at fair value

8.4

45.4

445.5

529.1

Deferred tax liabilities

9.3

111.5

121.5

165.2

Non-current provisions

35.0

31.4

43.8

Guarantee deposits

5.2

6.2

7.3

Amounts due on investments

6.3

Other non-current liabilities

8.5.2

83.8

94.6

33.1

Current liabilities

1,243.1

2,318.0

1,640.7

Liabilities directly associated with properties or shares classified as

held for sale

203.5

Current commitment to non-controlling interests

8.3.7

91.5

64.4

39.9

Amounts due to suppliers and other creditors

154.3

126.1

159.2

Amounts due to suppliers

86.4

74.7

73.7

Amounts due on investments

38.0

43.4

39.3

Sundry creditors

29.9

8.0

46.2

Other current liabilities

236.7

228.0

253.1

Current borrowings and amounts due to credit institutions

8.3.3

752.3

1,890.8

976.1

Current lease liabilities

8.3.3

6.9

6.7

3.3

Current provisions

1.4

2.0

5.6

Total liabilities and equity

10,567.2

11,025.8

11,459.7

(1) Figures for 2020 and 2021 have been restated, see note 3.3 Correction of error in non-controlling interest.

3.1.3 CONSOLIDATED STATEMENT OF CASH FLOWS

(€Mn)

Notes

2022

2021

OPERATING ACTIVITIES

Net result

(233.7)

(896.1)

Depreciation & provisions

(1)

(5.7)

(12.5)

Changes in value of property assets

6.4

398.1

512.9

Changes in fair value of derivatives, debt and currency effect

8.2.2

(523.8)

(11.4)

Result on disposal of investment properties and loss of control

(2)

2.9

(57.2)

Share of the result of companies accounted for using the equity method

223.5

391.3

Net financing costs

8.2.1

361.9

298.0

Income tax benefit/(expenses)

9.2

(11.7)

(74.2)

Dividend received from companies accounted for using the equity method or non-

consolidated

(4)

554.0

232.5

Income tax paid (received)

(1.3)

(2.2)

Change in working capital requirement

20.0

(4.0)

Total cash flow from operating activities

784.2

377.2

INVESTMENT ACTIVITIES

Property activities

(80.7)

(52.9)

Acquisition of subsidiaries, net of cash acquired

2.1.2

4.6

Amounts paid for works and acquisition of property assets

6.5

(61.4)

(26.3)

Repayment of property financing

0.2

Increase of property financing

(3)

(60.2)

(123.8)

Disposal of shares

2.1.2

100.9

Disposal of investment properties and loss of control

2.1.2

40.7

(8.3)

Financial activities

(0.2)

(0.3)

Acquisition of financial assets

(0.2)

(0.5)

Repayment of financial assets

0.2

Total cash flow from investment activities

(80.9)

(53.2)

FINANCING ACTIVITIES

Increase in capital

0.1

New borrowings and financial liabilities

8.3.3

327.8

543.9

Repayment of borrowings and financial liabilities

8.3.3

(684.5)

(573.1)

Cash flows from derivatives

55.0

46.6

Interest paid

(378.8)

(358.0)

Total cash flow from financing activities

(680.4)

(340.6)

Change in cash and cash equivalents during the period

22.9

(16.6)

Net cash and cash equivalents at the beginning of the year

50.5

63.0

Effect of exchange rate fluctuations on cash held

2.6

4.1

Net Cash and cash equivalents at period-end

8.3.6

76.0

50.5

(1) Includes straight lining of key money and lease incentives.

(2) Includes capital gains/losses on property sales, disposals of held for sale investment properties and disposals of operating assets.

(3) Capital contributions from/to Joint Ventures.

(4) In 2022, includes €343.2 Mn of distributions made by US companies accounted for using the equity method, following the disposal of their assets.

3.1.4 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(€Mn)

capital

Additional

paid-in

capital

Consolida-

ted

reserves

Consolida-

ted net

result

Foreign

currency

translation

reserve

(1)

Capital

securities

Equity

attributable

to the

owners of

URW NV

Non-

controlling

interests

Total

Shareholders'

equity

RESTATED EQUITY AS AT JANUARY 1,

2021

(2)

115.8

2,243.3

34.7

(2,194.5)

(76.9)

751.6

874.0

(44.1)

829.8

Net result of the period

(788.2)

(107.9)

(896.1)

Other comprehensive income

191.7

(8.5)

183.3

Net comprehensive income

(788.2)

191.7

(596.5)

(116.4)

(712.8)

Earnings appropriation

(2,194.5)

2,194.5

Increase in capital

0.1

Amendment related party liabilities

499.8

Other movements

(0.1)

RESTATED EQUITY AS AT DECEMBER

31, 2021

(2)

115.9

2,243.3

(2,159.9)

(788.2)

114.8

1,251.4

777.2

(160.5)

616.7

Net result of the period

(152.2)

(81.5)

(233.7)

Other comprehensive income

142.3

(8.6)

133.6

Net comprehensive income

(152.2)

142.3

(10.0)

(90.0)

(100.0)

Earnings appropriation

(788.2)

788.2

Increase in capital

0.1

Restatement of hybrid securities

(0.2)

Amendment related party liabilities

(3)

249.9

EQUITY AS AT DECEMBER 31, 2022

116.0

2,243.3

(2,948.3)

(152.2)

257.0

1,501.4

1,017.2

(250.5)

766.5

(1) The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries.

(2) The figures for 2021 have been restated, see note 3.3 Correction of error in non-controlling interest.

(3) Reference is made to Note 2.1.3. and 2.2.4.

3.2 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1NOTE 1 ● CORPORATE INFORMATION

Unibail-Rodamco-Westfield N.V. (“URW NV” or “the Company”) is a public limited liability company under the laws in the Netherlands, whose

class A shares are publicly traded as Stapled Shares on the Amsterdam Stock Exchange and the Paris Stock Exchange, as well as in the form of

CHESS Depositary interests (CDIs) on the Australian Securities Exchange.

The Company was incorporated as Unibail-Rodamco B.V., a private company with limited liability under the laws of the Netherlands on February

14, 2018. On March 22, 2018, the Company changed its legal name to WFD Unibail-Rodamco N.V. and converted its legal form to a public limited

liability company pursuant to a notarial deed of amendment and conversion in accordance with a resolution of the General Meeting adopted on

March 15, 2018. In June 2020, the corporate name changed from WFD Unibail-Rodamco N.V. to Unibail-Rodamco-Westfield N.V. The Company

has its corporate seat in Amsterdam and its registered office is located at Schiphol Boulevard 315, Schiphol, the Netherlands. The Chamber of

Commerce number is 70898618.

These consolidated financial statements as at December 31, 2022, comprise the Company and its subsidiaries (together referred to as “the

Group”).

The Group’s objectives are:

• to invest in assets, primarily through the direct or indirect acquisition of real estate, in such a manner that the ensuing risks are spread in

order to allow shareholders to share in the proceeds;

• to enter into cash pooling arrangements with, to provide financing to and to furnish guarantees for the benefit of Unibail-Rodamco-Westfield

(the “URW Group”) and other affiliated bodies of the Company whose assets, on a consolidated basis, nearly exclusively consist of real estate

and/or associated rights;

• to incorporate, to participate in, to hold any other interest in and to conduct the management or supervision of bodies whose objects and

actual activities are to invest in assets;

• to invest in the improvement or expansion of real estate;

• to acquire, to manage, to invest, to exploit, to encumber and to dispose of other assets and liabilities and to provide any other act or service;

and

• to do anything which, in the widest sense, is connected with or may be conducive to the objects described above,

in each case taking into account the restrictions applicable to the Group under the fiscal investment institution regime as laid down in section

28 of the Corporate Income Tax Act (“CITA”), or such statutory provision which replaces section 28 CITA.

As from June 7, 2018, after the completion of the Westfield acquisition by Unibail-Rodamco-Westfield SE (“URW SE”, formerly Unibail-

Rodamco SE), URW NV is held for 60% directly by Unibail-Rodamco-Westfield shareholders (Stapled Share principle) and 40% directly by URW SE.

Together with URW SE and its subsidiaries, the Group forms Unibail-Rodamco-Westfield (“URW Group”).

2NOTE 2 ● SIGNIFICANT EVENTS OF THE YEAR

The activity of the Group is not significantly affected by seasonality.

2.1 SIGNIFICANT EVENTS OF 2022

2.1.1 Covid-19 pandemic

OVERVIEW OF RESTRICTIONS IN 2022

The operations in URW NV shopping centres remained impacted by restrictions in the first few months of 2022. In Q1, the Omicron wave, with a

record high number of COVID-19 cases, led to restrictions mainly in the Netherlands, including guidance to work from home, capacity restrictions,

reduced opening hours for F&B and leisure, restrictions for non-vaccinated persons and mask mandates, holding back the recovery. In the US

there were only mask mandates in certain states.

From May 2022 onwards, no restrictions were applicable anymore in any of the regions in which the Group operates.

RENT RELIEF AND GOVERNMENT SUPPORT

Throughout the COVID-19 crisis, URW NV recognized the issues the Group’s tenants faced due to administrative closures or trading restrictions

and the need to provide relief, generally limited to the period of closure and based on the principle of a fair sharing of the burden. These

negotiations were focused on providing a one-off rent relief, not on permanently changing lease terms or structures.

With all major restrictions being lifted, URW NV did not provide any COVID-19 rent relief in 2022 regarding 2022 for its shopping centre activity.

The 2022 P&L remained impacted by the straight lining of rent relief granted in 2020 and 2021 with a counterparty.

ACCOUNTING PRINCIPLES

The accounting principles used are the same as those applied for the preparation of the annual consolidated financial statements as at December

31, 2021.

As a reminder, for rent relief granted to tenants in relation to the COVID-19 pandemic and where such relief qualifies as a lease modification

because the tenant agrees concessions (e.g. extension of a lease term or higher SBR), IFRS 16 applies. Under IFRS 16, the relief is treated as a

lease incentive which is straight-lined over the expected term of the lease as a reduction of the Gross Rental Income (“GRI”). Rent reliefs for

which a concession is expected and not yet signed are part of the receivables on which an expected credit loss is calculated. Waivers of past

rent on balance sheet date are accounted for as a derecognition loss.

In accordance with IFRS 16, rent relief without changes to the lease contract, imposed by laws in force before an event giving rise to the relief

or pursuant to a provision in the existing lease contract allowing for rent modification, is directly charged to the income statement as a reduction

of the Gross Rental Income.

The expected credit loss for debtors is recorded in the Net Rental Income as an “Operating expense” in the consolidated statement of

comprehensive income.

The 2022 Profit and Loss (“P&L”) remained impacted by the straight lining and updated assessment of rent relief granted in 2020 and 2021. The

2022 P&L impact of COVID-19 rent discount granted in 2020 and 2021 amounted to -€11.7 Mn for the Group’s shopping centre activities (2021:

-€13.4 Mn).

VALUATION OF INVESTMENT PROPERTIES

Over the year ended December 31, 2022, the valuation movement of the fully consolidated investment properties is -€319.2 Mn (2021:

-€479.0 Mn) and the valuation movement of the investment properties accounted for using the equity method is -€443.0 Mn (2021: -€604.2 Mn).

The negative valuation movements were mainly caused by an increase of discount rates used by appraisers.

IMPAIRMENT ON INTANGIBLE ASSETS

The Group performed a full impairment test of intangible fixed assets as at December 31, 2022, based on assumptions described in note 6.3. The

impairment of the trademark for Flagships in the US amounted to -€74.4 Mn (2021: -€48.4 Mn).

EXPECTED CREDIT LOSSES

The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss and for

financial guarantee contracts issued. Reference to note 8.5.2 “Credit Risk”.

As at December 31, 2022, the expected loss allowance in the Consolidated statement of financial position amounted to €57.1 Mn compared to

€75.5 Mn at the end of December 31, 2021. The expected credit loss for debtors recorded in the Consolidated statement of comprehensive

income amounted to a reversal of €11.5 Mn for the period ending December 31, 2022 compared to an expected credit loss of €18.6 Mn for the

year ended December 31, 2021.

CONFLICT IN UKRAINE / MACRO ECONOMIC IMPACT

Over the period, the worldwide economic situation has evolved rapidly with the conflict in Ukraine. Credit markets have been impacted negatively

by the end of Central Banks’ support, the rates and volatility increase, as well as by fears of recession. Supply chain disruptions and labour

shortages as a consequence of the crisis in Ukraine and the lockdowns in China have significantly impacted the availability and prices of

construction materials and works. Additionally, inflation is likely to increase the Group’s operating costs and expenses as well as its financial

expenses. In addition, Central Bank interventions to combat inflation could have more negative effects than expected, URW NV will closely

monitor these effects. The effect on energy prices has less impact on URW NV’s results, since it mainly operates in the US.

2.1.2 Disposal and acquisitions

ACQUISITIONS

The Group acquired the Seritage box at Westfield Galleria Roseville in 2022.

DISPOSALS

Sale of the site of the former Promenade Mall

On March 15, 2022, URW announced the sale of the 34-acre site of the former Promenade Mall, located in the San Fernando Valley of Los Angeles,

to a group of private investors for $150 Mn (at 100%, URW share 55%) reflecting a 60% premium to the latest appraisal.

As the company is accounted for using the equity method, the URW’s stake in the net disposal result of +€19.8 Mn is recorded within the share

of the result of companies accounted for using the equity method.

Disposal of Westfield Santa Anita

On August 25, 2022, the Group completed the sale of Westfield Santa Anita in Arcadia, California, to an established commercial real estate

investor who owns other retail assets in Southern California.

The sale price of $537.5 Mn (at 100%, URW share 49%), reflects a sub-6% net initial yield and a 10.7% discount to the latest unaffected appraisal

as of December 2021.

As the company is accounted for using the equity method, the URW’s stake in the net disposal result of -€32.4 Mn is recorded within the share

of the result of companies accounted for using the equity method.

Disposal of The Village in San Fernando Valley

On December 27, 2022, the Group announced it had completed the sale of The Village, an outdoor lifestyle destination in the San Fernando

Valley of Los Angeles, to the Kroenke Organization. The sale price of $325 Mn (at 100%, URW share 55%), reflects a 10.6% discount to the last

unaffected appraisal. The net disposal result amounted to -€20.9 Mn and was recorded in the consolidated statement of comprehensive income.

Disposal of Westfield Trumbull and Westfield South Shore Shopping Centres

On December 30, 2022, the Group announced that it has completed the sale of Westfield Trumbull located in Trumbull, Connecticut and Westfield

South Shore located in Bay Shore, New York to a commercial real estate investment firm. The combined gross sale price of these wholly owned

regional assets at $196 Mn is equal to their gross market value.

Disposal of Kerkstraat Hilversum

On December 2, 2022, the Group completed the sale of Kerkstraat in Hilversum, the Netherlands to an established real estate investor for

€7.0 Mn.

2.1.3 €250 Mn loan conversion

An additional part (€250 Mn) of the loan with an original nominal value of €1,250 Mn, of which already €500 Mn has been converted earlier, has

been converted into a capital security with a 99-year maturity as per December 31, 2022. The remaining part of the loan is €543.7 Mn.

The converted part qualifies as equity with the exception of the amount due on this instrument, which is initially measured at fair value at

balance sheet date (€0.1 Mn at December 31, 2022) and subsequently at amortised cost using the effective interest method. The amendment

fee paid to URW SE of €5.4 Mn and the remaining amortised upfront fee of €0.3 Mn are recorded in 2022 under financial expenses.

2.2 SIGNIFICANT EVENTS OF 2021

2.2.1 COVID-19 pandemic

The COVID-19 pandemic continued to have a significant impact on URW NV’s business over the course of 2021.

OVERVIEW OF RESTRICTIONS IN 2021

The operations in URW NV’s shopping centres were particularly impacted by restrictions in the first half of 2021. URW NV’s business activities

are mainly in the US.

In the US, all of the centres were open throughout the year, however restrictions on sectors like Food & Beverage (“F&B”), entertainment and

fitness were only progressively eased during February and March. The Group was impacted by its weighting to California, Maryland, and New

York (“NY”) where restrictions were generally relaxed later than in many other parts of the country.

During H2-2021, the Group’s US centres and all retail sectors were generally allowed to trade including indoor dining and entertainment, albeit

with some remaining capacity limits or other sanitary requirements (such as a COVID-pass/proof of vaccination being required for dining or

entertainment in several markets).

As at December 31, 2021, all the Group’s US centres are able to trade normally and all capacity restraints have been removed.

There have been no changes in the operating restriction in the US after the reporting date. In California masking requirements are for everyone

in indoor spaces as public transport, health care, schools. The masking requirements are also for unvaccinated people in all other indoor spaces

such as retail, restaurants, theatres.

RENT RELIEF AND GOVERNMENT SUPPORT

From the start of the COVID-19 crisis, the Group first adopted a global policy of allowing temporary deferral of rents, before starting discussions

with tenants about the terms of any support, such as rent relief, offered by URW NV.

Once negotiations commenced, they were done on a case-by-case basis. URW NV recognized the issues the Group’s tenants faced due to

administrative closures or trading restrictions and the need to provide relief, are generally limited to the period of closure, and are based on

the principle of a fair sharing of the burden. In many cases they entail concessions by tenants in exchange for such relief.

Throughout the crisis, URW recognized the issues the Group’s tenants faced due to administrative closures or trading restrictions and the need

to provide relief, generally limited to the period of closure, and based on the principle of a fair sharing of the burden. These negotiations were

focused on providing a one-off rent relief, not on permanently changing lease terms or structures.

VALUATION OF INVESTMENT PROPERTIES

Over the year ended December 31, 2021, the valuation movement of the fully consolidated investment properties is -€479.0 Mn (2020: -€858.3 Mn)

and the valuation movement of the investment properties accounted for the equity method is -€604.2 Mn (2020: -€1,215.7 Mn). The negative

valuation movements resulted mainly from an increase of discount rates used by appraisers and from the estimated impacts on the future cash-

flows due to COVID-19.

IMPAIRMENT ON INTANGIBLE ASSETS

The Group performed a full impairment test of intangible fixed assets as at December 31, 2021, based on assumptions described in note 6.3. The

impairment of the trademark for Flagships in the US amounted to -€48.4 Mn.

EXPECTED CREDIT LOSSES

The Group recognizes an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss and for

financial guarantee contracts issued. Reference to note 8.5.2 “Credit Risk”.

As at December 31, 2021, the allowance for expected credit losses amounted to €75.5 Mn compared to €73.7 Mn at the end of December 31,

2020. In 2021, the net expected credit loss for debtors amounted €40.0 Mn (2020: €63.3 Mn).

2.2.2 Disposal and acquisitions

ACQUISITIONS

The Group acquired the remaining 47.4% stake in Westfield Trumbull and Westfield Palm Desert in May 2021 for a total amount of €7.3 Mn, the

total consideration included cash of €4.6 Mn and forgiveness of a partner loan of €2.8 Mn. The associated entities previously in joint control are

fully consolidated from this date.

The fair value of the previously held interest at the date that control is obtained is deemed to be the cost for the purposes of accounting for the

acquisition of the subsidiary. The revaluation of the previously held investment amounts to €13.2 Mn ($16.0 Mn) and was booked in the “Valuation

movement on assets” in the Consolidated statement of comprehensive income.

The acquisition in stages from joint venture to subsidiary is considered an asset acquisition rather than a business combination. The initial fair

value of the investment properties is €183.0 Mn and the initial fair value of the liabilities is €223.4 Mn at the transaction date which is higher

than fair value of the investment mainly as a result of financial guarantees provided on these loans with a total impact of €29.7 Mn. Reference

is made to note 8.5.2.

After the transaction the company owned 100% of Westfield Trumbull and Westfield Palm Desert. These properties and their related mortgage

debt were fully consolidated in URW NV accounts. On October 14, 2021 Westfield Palm Desert was transferred to the receiver, refer to

“Foreclosure of US assets”.

FORECLOSURE OF US ASSETS

With respect to several regional malls in the US, URW defaulted on the loans and asked the servicer of its loans for the appointment of a receiver.

During 2021, these assets were taken over by their respective mortgage lenders, the receiver was appointed by the relevant court which

transferred the management and control of each related asset and derecognized as of the date of the respective receivership.

Since the appointment dates, URW is no longer the owner of these assets, is not liable for the debt and does not recognise the revenues generated

by these assets. This includes Westfield Citrus Park and Westfield Countryside in Florida with an effective transfer on January 13, 2021, the

Westfield Sarasota in Florida with an effective transfer on February 23, 2021, Westfield Broward in Florida, with an effective transfer on June

23, 2021 and Westfield Palm Desert in California on October 14, 2021.

The carrying value of the transferred assets Westfield Citrus Park, Westfield Countryside, Westfield Sarasota, Westfield Broward and Westfield

Palm Desert was €297.7 Mn (see note 6.1.2). The carrying value of the derecognised liabilities amounted to €441.8 Mn and the working capital

adjustment amounted to €32.4 Mn. With respect to Westfield Citrus Park and Westfield Countryside, the special servicers agreed to release URW

NV from all obligations under the loans and any associated guarantees. The special servicers agreed to release URW from all obligations under

the Westfield Sarasota loan and any associated guarantees, in return for a payment of €9.2 Mn ($10.9 Mn).

However, for Westfield Palm Desert and Westfield Broward URW is still at risk for financial guarantees associated with the loans until final

foreclosure by the bank. Reference to note 8.5.2.

The loss of control led to a profit of €44.4 Mn ($52.5 Mn) recorded in the “Result on disposal of investment properties and loss of control” in the

Consolidated statement of comprehensive income.

DISPOSALS

The Group also continued efforts to streamline its US portfolio. In this context, URW completed the disposal of its 50% stake in the Palisade

residential building at Westfield UTC for a sale price €201.8 Mn ($238 Mn) (at 100%), which reflected a +15% premium to the latest appraisal.

URW NV’s 50% of the purchase price for the disposal of Palisade at Westfield UTC amounts to €100.9 Mn on the transaction date. Palisade at

Westfield UTC (“UTC Resi”) was accounted for using the equity method prior to the sale, as per December 31, 2021, URW NV has no more stake

in Palisade at Westfield UTC, please refer to 7.3 in Chapter 3. The disposal of Palisade at Westfield UTC resulted in a profit of €16.8 Mn which

were recorded in the “Result on disposal of investment properties and loss of control” in the Consolidated statement of comprehensive income.

2.2.3 €500 Mn loan conversion

A part (€500 Mn) of the loan with an original nominal value of €1,250 Mn, has been converted into a capital security with a 99-year maturity as

per June 30, 2021. The remaining part of the loan was €760.6 Mn.

The converted part qualifies as equity with the exception of the amount due on this instrument, which is initially measured at fair value at

balance sheet date (€0.2 Mn at June 30, 2021) and subsequently at amortised cost using the effective interest method. The amendment fee paid

to URW SE of €10.8 Mn and the remaining amortised upfront fee of €1.6 Mn are recorded in 2021 under financial expenses.

3NOTE 3 ● ACCOUNTING POLICIES

In accordance with the regulation of the European Community (EC) no. 1606/2002 of July 19, 2002, on the application of international accounting

standards, URW NV has prepared its consolidated financial statements for the financial year ending December 31, 2022 under International

Financial Reporting Standards (IFRS) as adopted in the European Union and applicable at this date and with Section 2:362(9) of the Dutch Civil

Code.

The IFRS standards can be consulted on the website:

http://ec.europa.eu/finance/company-reporting/ifrs-financial statements/index_en.htm.

The Group’s financial statements have been prepared on a historical cost basis, except for investment properties, non-listed equity investment,

derivative financial instruments, commitment to non-controlling interests which have been measured at fair value.

3.1 IFRS BASIS ADOPTED

The accounting principles and methods used are the same as those applied for the preparation of the annual consolidated financial statements

as at December 31, 2021, except for the application of the new obligatory standards and interpretations described below.

STANDARDS, AMENDMENTS AND INTERPRETATIONS EFFECTIVE AS OF JANUARY 1, 2022

• Amendments to IFRS 3 Business Combinations; IAS 16 Property, Plant and Equipment; IAS 37 Provisions, Contingent Liabilities and Contingent

Assets; and

• Annual Improvements 2018-2020.

These standards, amendments and interpretations do not have a significant impact on the Group’s accounts as at December 31, 2022.

STANDARDS, AMENDMENTS AND INTERPRETATIONS NOT MANDATORILY APPLICABLE AS OF JANUARY 1, 2022

The following texts has been endorsed by the European Union as at December 31, 2022, but not applied in advance by the Group:

• IFRS 17 Insurance Contracts, including Amendments to IFRS 17;

• Amendments to:

▪ IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies;

▪ IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates;

▪ IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction;

▪ IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative Information.

The following texts were published by the IASB but have not yet been endorsed by the European Union:

• Amendments to IAS 1: Presentation of Financial Statements:

▪ Classification of Liabilities as Current or Non-current;

▪ Classification of Liabilities as Current or Non-current – Deferral of Effective Date;

▪ Non-current Liabilities with Covenants.

• Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback.

The measurement of the potential impacts of these texts on the consolidated accounts of URW NV is on-going, no significant impacts are expected.

Following to the publication of IFRS IC, the Group performed a review of its SaaS contracts. These have no significant impact on the financial

statements.

3.2 SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

Certain amounts recorded in the consolidated financial statements reflect estimates and assumptions made by management in the current

context, including higher inflation, higher interest rates, increase of energy and raw material costs, supply chain disruption resulting from

uncertain geopolitical and economic environment, the aftermath of the COVID-19 pandemic and difficulties in assessing their impacts and future

prospects. When making an estimate or assumption, management also uses its judgement. In addition, when “the Group reviews those estimates

based on regularly updated information”, it uses its judgment. In this context, management has taken into account these uncertainties on the

basis of reliable information available at the date of the preparation of the consolidated financial statements, particularly with regards to the

following:

VALUATION OF INVESTMENT PROPERTY

The property portfolio related to the Shopping Centres and Offices segments and intangible assets are valued by independent appraisers.

Appraisers make their independent assessments of current and forward-looking cash-flow profiles and usually reflect risk either in the cash-flow

forecasts (e.g. future rental levels, growth, investment requirements, void periods and incentives), in the applied required returns or discount

rates or in the yield applied to capitalise the exit rent to determine an exit value. Reference to note 6.1 “Investment properties”.

EXPECTED CREDIT LOSSES

In preparing the financial statements, estimates are made in assessing expected credit losses in rent receivable and financial guarantee contracts.

URW NV asses the likelihood of recovery of rent receivables for possible provisions on the basis of an estimated default rate based on a forward-

looking approach. Reference to 8.5.2 Credit risk.

ASSETS HELD FOR SALE

An asset is classified as held for sale if the sale of the asset is highly probable and actions required to complete the sale indicate that it is unlikely

that the plan will be significantly changed or withdrawn.

TAXATION

Management judgement is required to determine the amount of deferred taxes. For unused tax losses, a deferred tax asset is only recognised in

case there’s a level of certainty of taxable profit being available against which those losses can be utilized. With respect to the deferred tax

liability, a tax percentage has been used that is justified by the various (indirect) stakeholders at the level of URW NV.

EQUITY VS LIABILITY INSTRUMENTS

In preparing the financial statements of URW NV, management judgements are exercised in considering if a loan is classified as a liability

instrument or an equity instrument. While applying judgements, the terms set out in the contract are considered in accordance with IAS 32;

based on the criteria and terms of the contract it will be decided to disclose a loan as an equity instrument or a liability instrument. The Group

applied the judgement with respect to the amendments made to the loan agreements of €250 Mn and €500 Mn, reference to 2.1.3 and 2.2.3.

OTHER SIGNIFICANT JUDGEMENTS

Due to inherent uncertainties associated with estimates, the Group reviews those estimates based on regularly updated information. Actual

results might eventually differ from estimates made at the date of the preparation of the consolidated financial statements.

Other significant judgements and estimates are set out in the notes to the consolidated financial statements as at December 31, 2022: for

determining if an acquisition is an asset acquisition or business combination reference to note 4.1.3 “Business combinations”, for the financial

assets in note 8.3.1, for intangible assets in respectively in note 6.3, for the fair value of financial instruments in note 8.6 “Fair value of financial

instruments per category” and for fair value of investment properties held through equity accounted investments in note 7.2. Actual future

results or outcomes may differ from these estimates.

3.3 CORRECTION OF ERROR IN NON-CONTROLLING INTEREST

For the year ended December 31, 2022, URW NV discovered a mathematical error in the accounting of the allocation of non-controlling interest

indirectly held by URW SE in URW WEA LLC. This indirect investment in URW WEA LCC is held by URW SE in a direct investment in WHL USA

Acquisitions, Inc. Both URW NV and URW SE hold a percentage in Common and Preferred shares WHL USA Acquisitions Inc, who itself owns an

indirect holding in WEA Holdings LLC. From 2019 until 2021 the allocation of the result of WEA Holdings LLC related to the non-controlling interest

was accounted for at 1.958%, while the allocation of the results should have been accounted for at 9.047%. This resulted in a material

misstatement in the annual report for the year ended December 31, 2021. The misstatement has been corrected in this 2022 financial statements.

Reference is made to 15.4 Non-controlling interests in which the effects of the correction have been disclosed. The adjustment does not influence

the accounting of the share URW SE holds in the redeemable preference shares in WHL USA Acquisitions.

4NOTE 4 ● SCOPE OF CONSOLIDATION

4.1 ACCOUNTING PRINCIPLES

4.1.1 Scope and methods of consolidation

The scope of consolidation includes all companies controlled by URW NV and all companies in which the Group exercises joint control or

significant influence.

According to IFRS 10, an investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the

investee and has the ability to affect those returns through its power over the investee.

The Group considers all facts and circumstances when assessing whether it controls an investee. The control over an investee is reassessed if

facts and circumstances indicate that there are changes to one or more of the elements above mentioned.

The method of consolidation is determined by the type of control exercised:

• control: the companies are fully consolidated;

• joint control: it is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant

activities require the unanimous consent of the parties sharing control. The classification of a joint arrangement as a joint operation or a

joint venture depends upon the rights and obligations of the parties to the arrangement:

• joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and

obligations for the liabilities, relating to the arrangement. Each party shall account for the assets which it has rights to, liabilities

which it has obligations for, revenues and expenses relating to its interests in a joint operation,

• A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of

the arrangement. Joint ventures are accounted for using the equity method;

Following WAT’s acquisition in 2018, the Group has significant co-ownership interest in a number of properties, mainly in the US

through property partnerships or trusts. These joint ventures are accounted for using the equity method. The Group and its joint

ventures use consistent accounting policies.

• significant influence: accounted for using the equity method. Significant influence is the power to participate in the financial and

operating policy decisions of the investee, but it is not control or joint control of those policies. It is presumed where an entity holds 20%

or more of the voting power (directly or through subsidiaries) on an investee, unless it can be clearly demonstrated that this is not the

case.

Non-controlling interests are initially measured at their proportionate share of the acquiree’s identifiable net assets at the acquisition date.

4.1.2 Foreign currency translation

GROUP COMPANIES WITH A FUNCTIONAL CURRENCY DIFFERENT FROM THE PRESENTATION CURRENCY

The Group’s consolidated financial statements are presented in euros. The financial statements of each consolidated Group company are

prepared in its functional currency. The functional currency is the currency of the principal economic environment in which it operates.

The results and financial position of all the Group entities that have a functional currency different from the presentation currency, the euro,

are translated into the presentation currency as follows:

• the assets and liabilities, including goodwill and fair value adjustments arising on consolidation, are translated into euros at the foreign

exchange rates at the reporting date;

• income and expenses are translated into euros at rates approximating the foreign exchange rates at the dates of the transactions;

• all resulting exchange rate differences are recognised as a separate component of equity (foreign currency translation reserve);

• when a Group company is sold, exchange differences that were recorded in equity are recognised in the income statement as part of the

gain or loss on sale.

FOREIGN CURRENCY TRANSACTIONS

The Group’s entities can realise operations in a foreign currency which is not their own functional currency. WEA and URW America Inc.

functional currency is in USD. The transactions in foreign currencies are translated into euro at the spot exchange rate on the date of the

transaction. At the reporting date, monetary assets and liabilities denominated in foreign currency are translated into functional currency at

the exchange rate on that date. Foreign exchange differences arising on translation or on settlement of these transactions are recognised in

the income statement account, with the exception of:

• unrealised translation results on net investments;

• unrealised translation results on intercompany loans that, in substance, form part of the net investment.

Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currency are translated using the exchange rate on

the date of transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated into

euros at exchange rates on the dates the fair value was determined and are reported as part of the fair value gain or loss.

4.1.3 Business combinations

To identify whether a transaction is a business combination the Group notably considers whether an integrated set of activities is acquired

besides the investment property. The criteria applied may include the number of property assets held by the target company and extent of the

acquired processes and, particularly, the auxiliary services provided by the acquired entity. Also, the optional concentration test is considered

to assess if a business combination is applicable. If the acquired assets are not a business, the transaction is recorded as an asset acquisition.

In a step asset acquisition, both the assets and liabilities are remeasured to their fair values at the acquisition date.

Business combinations are accounted for using the acquisition method. The acquisition is recognised at the aggregate of the consideration

transferred, measured at acquisition date fair value, and the amount of any non-controlling interest in the acquiree. For each business

combination, the acquirer measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the

acquiree’s identifiable net assets. Acquisition costs incurred are booked as expenses. For the companies accounted for using the equity method,

acquisition costs are capitalised in the value of the shares.

At the date of acquisition and in accordance with IFRS 3 Revised, identifiable assets, liabilities and contingent liabilities of the acquired

company are valued individually at their fair value regardless of their purpose based upon current best estimates at such date. It is possible

that further adjustments to initial evaluation may be recognised within twelve months of the acquisition in accordance with IFRS rules.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree

is re-measured to fair value at the acquisition date through the income statement.

Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date. Subsequent changes to the

fair value of any contingent consideration classified as liability will be recognised in income statement.

Under IFRS 3, the acquisition of additional shares from non-controlling shareholders is regarded as an equity transaction and therefore no

additional goodwill is recognised.

Consequently, when non-controlling shareholders have an agreement to sell, non-controlling interests are reclassified as debt at the present

value of the exercise price. The difference between the latest value and the net carrying value of the non-controlling interests is recognised

as Equity attributable to the holders of the Stapled Shares. Any subsequent change in debt is also accounted for as Equity attributable to the

holders of the Stapled Shares. Income from non-controlling interests and dividends are booked in Equity attributable to the holders of the

Stapled Shares.

4.1.4 Cashflow statement

The Group uses the indirect method to prepare the consolidated statement of cash flows. Cash flow from derivatives [represent the interest

on derivatives] and interest paid is presented within financing cash flows. Acquisitions or divestments of subsidiaries are disclosed as cash flows

from investment activities and presented net of cash and cash equivalents acquired or disposed of, respectively. Cash includes cash on hand

and demand deposits. Cash equivalents are defined as short-term, highly liquid investments that are readily convertible to known amounts of

cash and which are subject to an insignificant risk of charges in value.

4.1.5 Going concern

For the year ended December 31, 2022, the company had a net current asset deficit of €965.9 Mn (December 31, 2021: €2,110.2 Mn) mainly

due to the maturing and reclassification of intercompany payable the current amount in current borrowings and amounts due to credit

institutions is €752.3 Mn (December 31, 2021: €1,890.8 Mn), refer to note 8.3.3. The company’s liquidity needs for the next 12 months are

covered by the available undrawn credit lines of €15.2 Mn and $31.4 Mn, cash on-hand as well as by the cross-guarantees granted within the

URW group. Based on that the company believes that it will be able to meet its commitments as and when they fall due, therefore it is

appropriate to prepare the financial statements on a going concern basis.

5NOTE 5 ● SEGMENT REPORTING AND NET RECURRING RESULT

5.1 ACCOUNTING PRINCIPLES

5.1.1 Segment reporting

Segment information is presented in respect of the Group’s divisions and geographical segments, based on the Group’s management operationg

decision making process and internal reporting structure and in accordance with IFRS 8.

Contributions of affiliates are also presented according to the Group’s divisions and geographical segments.

Since the joint-controlled entities represent a significant part of the Group’s operations in the US, the Group’s management and internal

reporting structure segment information is prepared in a proportionate format, in which the joint-controlled entities are accounted for on a

proportionate basis instead of being accounted for using the equity method under IFRS. The Group and its joint ventures use consistent

accounting policies.

BUSINESS SEGMENTS

The Group operates in two segments: Shopping Centres and Offices.

GEOGRAPHICAL SEGMENTS

Geographical segments are determined on the basis of the Group’s definition of a home region. A home region is defined as a region with more

than €1 Bn in property investment, a local organisation dedicated to all three business lines: the “owner function” (asset selection and

management including pipeline), Shopping Centres management, the finance function and a regional consolidated reporting.

The Group operates in the Netherlands and the United States. Based on specific operational and strategic factors, only the region United States

is considered a home region.

5.2 GROSS RENTAL INCOME

REVENUE FROM CONTRACTS WITH CUSTOMERS

ACCOUNTING TREATMENT OF INVESTMENT PROPERTY LEASES

Assets leased are recorded in the statement of financial position as investment property assets. Gross rental revenue is recorded on a straight-

line basis over the firm duration of the lease.

In case of an Investment Property Under Construction (IPUC), revenues are recognised once spaces are delivered to tenants.

For rent relief granted to tenants in relation to the COVID-19 pandemic and where such relief qualifies as a lease modification because the

tenant agrees concessions (e.g. extension of a lease term or higher Sales Based Rent), IFRS 16 applies, under which, the relief is treated as a

lease incentive which is straight-lined over the expected term of the lease as a reduction of the Gross Rental Income. Rent reliefs for which a

counterpart is expected and not yet signed are part of the receivables on which an expected credit loss is calculated.

In accordance with IFRS 16, rent relief without changes to the lease contract, imposed by laws in force before an event giving rise to the relief,

or pursuant to a provision in the existing lease contract allowing for rent modification, is directly charged to the income statement as a

reduction of the Gross Rental Income.

Rent reliefs signed or expected to be signed, granted without any counterpart from the tenants are considered as a reduction of the receivables

and are charged to the income statement as a reduction of the Gross Rental Income in 2022.

RENTS AND KEY MONEY

Gross rental income consists of rents and similar income (e.g. occupancy compensation, key money, parking revenues) invoiced for Shopping

Centres and Offices properties over the period.

Under IFRS 16, the effects of rent-free periods, step rents, other rents incentives and key monies are spread over the expected term of the

lease.

5.2.1 Operating expenses and net service charges

The operating and net service charges are composed of ground rents paid, net service charge expenses and property operating expenses.

GROUND RENTS PAID

GROUND LEASEHOLDS

Ground leaseholds are accounted for in accordance with IFRS 16 as described in note 6.1.1. Investment properties – Accounting principles.

Buildings constructed on land under a lease agreement are recognised in accordance with the accounting principles described in note 6.1.1.

Investment properties – Accounting principles. As at December 31, 2022, ground rents are not material for the Group.

SERVICE CHARGE INCOME AND SERVICE CHARGE EXPENSES

According to IFRS 15, the Group presented separately the service charge income and the service charge expenses.

These expenses are net of charges re-invoiced to tenants and relate mainly to vacant premises.

PROPERTY OPERATING EXPENSES

These expenses comprise service charges borne by the owner, works-related expenses, litigation expenses, charges relating to doubtful accounts

and expenses relating to property management.

5.2.2 Net property services and other activities income

The net property services and other activities income consist of on-site property services and other property services income.

Based on the analysis of existing contracts, the current recognition of revenues complies with IFRS 15.

Other property services net income is recognized when the services are provided.

Revenues from other activities mainly cover:

• fees invoiced for leasing activity. These fees are capitalized by the Group, owning the asset after elimination of the internal margins

generated;

• fees for property management and maintenance services provided to Offices and Shopping Centres. These fees are invoiced by property

service companies for their property management activities on behalf of owners outside the Group.

Other expenses comprise charges relating to property services and general costs.

5.2.3 Administrative expenses

This item comprises of personnel costs, head office and Group administrative expenses, expenses relating to refurbishment projects and not

capitalised and depreciation charges.

5.2.4 Acquisition and related costs

In 2022, acquisition and related costs amounted to €5.9 Mn (€1.4 Mn in 2021), this is an increase from 2021, the increase is mainly due to the

higher expense in 2022 was mainly due to the integration and severance costs of WAT.

5.3 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME BY SEGMENT

(€Mn)

2022

2021

Result

United States

Gross rental income

(1)

379.3

340.0

Operating expenses & net service charges

(140.4)

(136.0)

Net rental income

238.9

204.0

Share of result of companies accounted for using the equity method

(211.9)

(390.3)

Gains/losses on sale of properties

0.1

57.2

Valuation movements on assets

(395.6)

(496.1)

Result Shopping Centres United States

(368.5)

(625.2)

Other

Gross rental income

(1)

2.2

2.3

Operating expenses & net service charges

(0.3)

(0.9)

Net rental income

1.9

1.4

Gains/losses on sales of properties

(3.1)

Valuation movements on assets

(0.3)

(2.6)

Result Shopping Centres Other

(1.5)

(1.2)

TOTAL RESULT SHOPPING CENTRES

(370.0)

(626.3)

United States

Gross rental income

(1)

5.3

4.7

Operating expenses & net service charges

(2.9)

Net rental income

2.4

1.8

Share of result of companies accounted for using the equity method

(11.6)

(1.0)

Valuation movements on assets

(2.2)

(14.3)

Result Offices United States

(11.3)

(13.5)

TOTAL RESULT OFFICES

(11.3)

(13.5)

Other property services net income

0.5

Corporate expenses

(20.7)

(42.4)

Acquisition and related costs

(5.9)

(1.4)

NET OPERATING RESULT

(407.4)

(683.7)

Financing result

162.0

(286.6)

RESULT BEFORE TAX

(245.4)

(970.3)

Tax income (expense)

11.7

74.2

NET RESULT FOR THE PERIOD

(233.7)

(896.1)

External non-controlling interests

(81.5)

(107.9)

NET RESULT FOR THE PERIOD ATTRIBUTABLE TO THE OWNERS OF URW N.V. SHARES

(152.2)

(788.2)

(1) There is no tenant which contracts for more than 10% of the Gross Rental Income and there are no material revenues from transactions with other operating segments of the same entity.

These segmentations are also applied in note 6.1.2 investment properties at fair value.

6NOTE 6 ● INVESTMENT PROPERTIES, TANGIBLE ASSETS, INTANGIBLE ASSETS AND

GOODWILL

6.1 INVESTMENT PROPERTIES (IAS 40 & IFRS 13)

6.1.1 Accounting principles

Under the accounting treatment by IAS 40, investment properties are shown at their fair value. According to IFRS 13, the fair value is defined

as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the

measurement date (i.e. an exit price). Expectations about future improvements or modifications to be made to the property interest to reflect

its highest and best use have to be considered in the appraisal, such as the renovation of or an extension to the property interest.

The Group complies with the IFRS 13 fair value measurement rule and the position paper

on IFRS 13 established by EPRA, the representative

body of the publicly listed real estate industry in Europe.

Transaction costs incurred for an asset deal are capitalised in the value of the investment property. Capitalised expenses include capital

expenditures, evictions costs, capitalised financial interests, letting fees and other internal costs related to development projects.

In accordance with IFRS 16 and IAS 40, the right-of-use assets arising from leased property which meet the definition of an investment property

are measured at fair value. At the moment this is not material for the Group.

Investment Properties Under Construction (IPUC) are covered by IAS 40 and are eligible to be measured at fair value. In accordance with the

Group’s investment properties valuation method, they are measured at fair value by an external appraiser twice a year. Projects for which the

fair value is not reliably determinable are measured at cost until such time that a fair value measurement becomes reliable.

According to the Group, a development project fair value measurement will be able to be determined once the following criteria are fulfilled:

• all administrative authorisations needed to complete the project are obtained;

• the construction has started and costs are committed toward the contractor; and

• substantial uncertainty in future rental income has been eliminated.

For properties measured at fair value, the fair value adopted by the Group is determined on the basis of appraisals by independent external

experts, who value the Group’s portfolio as at June 30 and December 31 of each year. The gross value is reduced by disposal costs and transfer

taxes

, depending on the country and on the tax situation of the property, in order to arrive at a net fair value.

For the Shopping Centres portfolios, the independent appraisers determine the fair value based on the results of two methods: the discounted

cash flow methodology as well as the yield methodology. Furthermore, the resulting valuations are cross-checked against the initial yield, value

per sqm and the fair values established through actual market transactions.

Appraisers have been given access to all information relevant for valuations, such as the Group’s confidential rent rolls, including information

on vacancy, break options, expiry dates and lease incentives, performance indicators (e.g., footfall and sales where available), letting evidence

and the Group’s cash flow forecasts from annually updated detailed asset business plans. Appraisers make their independent assessments of

current and forward-looking cash flow profiles and usually reflect risk either in the cash flow forecasts (e.g. future rental levels, growth,

investment requirements, void periods and incentives, rent relief and lower variable rents in the context of the COVID-19 pandemic) in the

applied required returns or discount rates and in the yield applied to capitalise the exit rent to determine an exit value.

The income statement for a given year (Y) records the change in value for each property, which is determined as follows:

fair value Y – [fair value Y-1 + amount of works and other costs capitalised in year Y].

Capital gains on disposals of investment properties are calculated by comparison with their latest fair value recorded in the closing statement

of financial position for the previous financial year.

Properties under construction carried at cost are subject to impairment tests, determined on the basis of the estimated recoverable value of

the project. The recoverable value of a project is assessed by the Development & Investment teams through a market exit capitalisation rate

and the targeted net rents at completion. When the fair value is lower than net book value, an impairment provision is booked.

Properties held for sale are identified separately in the statement of financial position and are valued at fair value. Properties held for sale

are identified separately when the asset is available for immediate sale, the sale is completed within one year from the date of classification,

the sale must be highly probable, and management is committed to a plan to sell the asset.

Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortised or depreciated, and any equity-

accounted investee is no longer equity accounted.

EPRA position paper on IFRS 13 – Fair value measurement and illustrative disclosures, February 2013.

Transfer taxes are valued on the assumption that the property is sold directly, even though the cost of these taxes can, in certain cases, be reduced by selling the

property's holding company.

6.1.2 Investment properties at fair value

(€Mn)

December 31, 2022

December 31, 2021

Shopping Centres

4,841.1

4,978.6

United States

4,824.7

4,951.9

- Flagships centres

4,613.8

4,573.1

- Regionals centres

210.9

378.8

The Netherlands

16.4

26,7

Offices

52.3

50.4

United States

52.3

50.4

TOTAL

4,893.5

5,029.1

(€Mn)

Shopping Centres

Offices

Properties held for sale

Total investment

properties

December 31, 2020

5,128.1

59.2

(146.9)

(1)

5,040.4

Entry into scope of consolidation

183.0

Disposals/exits from the scope of consolidation

(297.6)

146.9

(1)

(150.7)

Reclassification and transfer of category

0.6

Capitalised expenses

21.5

1.1

22.6

Other movements

(0.4)

Valuation movements

(464.6)

(14.3)

(479.0)

Currency translation

408.1

4.4

412.5

December 31, 2021

4,978.6

50.4

5,029.1

Acquisition

22.3

Disposals/exits from the scope of consolidation

(190.1)

Reclassification and transfer of category

10.8

Capitalised expenses

24.4

0.9

25.4

Valuation movements

(317.1)

(2.2)

(319.2)

Currency translation

312.1

3.1

315.3

December 31, 2022

4,841.1

52.3

4,893.5

(1) Includes the reclassification into the category of properties held for sale of foreclosed assets (Westfield Citrus Park and Westfield Countryside). These assets were foreclosed in 2021 and subsequently

removed from the properties held for sale at December 31, 2021.

The disposals of €190.1 Mn mainly relates to Westfield Trumbull and Westfield South Shore. For the disposal of the above-described assets,

reference is made to note 2.1.2.

In 2022, valuation of investment properties at fair value decreased by -€319.2 Mn, mainly from an increase of discount rates used by appraisers

as well as an increase in the exit capitalization rate.

VALUATION ASSUMPTIONS AND SENSITIVITY

Considering the limited public data available, the complexity of real estate asset valuations, as well as the fact that appraisers use in their

valuations the non-public rent rolls of the Group’s assets, the Group believes it appropriate to classify its assets under Level 3 as per IFRS 13. In

addition, unobservable inputs, including appraisers’ assumption on growth rates and exit yields, are used by appraisers to determine the fair

values of the Group’s assets.

As at December 31, 2022, 99% of URW NV’s portfolio was appraised by independent appraisers. The fair value of the properties in the United

States are based on the valuations performed by Cushman & Wakefield and Kroll and in the Netherlands by Jones Lang LaSalle.

The following tables provide a number of quantitative elements used by the appraisers to assess the fair valuation of the Group’s assets. The

Dutch assets are not significant and therefore the below table shows only the US assets.

The below overviews including most significant input and output parameters of the external valuations of the investment properties and the

sensitivity overviews of the fair value of investment property are presented based on a proportional basis for the fully consolidated investment

property as well as the investment property included in the joint ventures accounted using the equity method. The total value of investment

property represents €10,741.8 Mn, this consist of the total €4,893.5 Mn presented investment property in the consolidated position excluding

investment property under contraction carried at cost and €5,848.3 Mn of the proportioned share of the investment property presented in the

joint venture and associate overview in note 7.2.

SHOPPING CENTRES

All Shopping Centres are valued using the discounted cash flow and/or yield methodologies.

Shopping Centres – December 31, 2022

Net initial

yield

Rent in €

per sqm

(1)

Discount

Rate

(2)

Exit yield

(3)

CAGR of

NRI

(4)

Max

9.6% 1,438 10.3% 9.0% 11.4%

Min

2.9% 321 6.5% 4.5% 0.6%

Weighted average

4.6% 700 7.1% 5.2% 4.6%

Net initial yield, discount rate and exit yield weighted by Gross Market Value (GMV). Vacant assets, assets considered at bid value and assets under restructuring are not included in Min and Max

calculation. Assets under development or not controlled and the Westfield trademark are not included in this table. Assets fully consolidated and in joint control are included.

(1) Average annual rent (Minimum Guaranteed Rent + Sales Based Rent) per asset per sqm.

(2) Rate used to calculate the net present value of future cash flows.

(3) Rate used to capitalise the exit rent to determine the exit value of an asset.

(4) Compounded Annual Growth Rate of Net Rental Income determined by the appraiser (between 6 and 10 years depending on duration of DCF model used).

Shopping Centres – December 31, 2021

Net initial

yield

Rent in €

per sqm

(1)

Discount

Rate

(2)

Exit yield

(3)

CAGR of

NRI

(4)

Max

8.1%

1,736

9.5%

8.0%

13.1%

Min

3.1%

288

5.8%

4.3%

1.8%

Weighted average

4.2%

617

6.7%

5.0%

6.4%

Net initial yield, discount rate and exit yield weighted by Gross Market Value (GMV). Vacant assets, assets considered at bid value and assets under restructuring are not included in Min and Max

calculation. Assets under development or not controlled and the Westfield trademark are not included in this table. Assets fully consolidated and in joint-control are included.

(1) Average annual rent (minimum guaranteed rent + sales based rent) per asset per sqm.

(2) Rate used to calculate the net present value of future cash flows.

(3) Rate used to capitalize the exit rent to determine the exit value of an asset.

(4) Compounded Annual Growth Rate of Net Rental Income determined by the appraiser (10 years).

For the US, the split between Flagship and Regional Shopping Centres is as follows:

Shopping Centres – December 31, 2022

Net initial

yield

Rent in €

per sqm

(1)

Discount

Rate

(2)

Exit yield

(3)

CAGR of

NRI

(4)

US Flagships

Max

7.5%

1,438

9.0%

7.3%

11.4%

Min

2.9%

399

6.5%

4.5%

1.8%

Weighted average

4.2%

820

6.8%

4.9%

5.0%

US Regionals

Max

9.6%

607

10.3%

9.0%

6.3%

Min

6.4%

321

8.5%

7.0%

0.6%

Weighted average

8.6%

411

9.8%

8.0%

2.3%

Net initial yield, discount rate and exit yield weighted by GMV. Vacant assets, assets considered at bid value and assets under restructuring are not included in this table. Vacant assets, assets

considered at bid value and assets under restructuring are not included in Min and Max calculation. Assets under development or not controlled and the Westfield trademark are not included in this

table. Assets fully consolidated and in joint-control are included.

(1) Average annual rent (Minimum Guaranteed Rent + Sales Based Rent) per asset per sqm.

(2) Rate used to calculate the net present value of future cash flows.

(3) Rate used to capitalise the exit rent to determine the exit value of an asset.

(4) Compounded Annual Growth Rate of NRI determined by the appraiser (10 years).

Shopping Centres – December 31, 2021

Net initial

yield

Rent in €

per sqm

(1)

Discount

Rate

(2)

Exit yield

(3)

CAGR of

NRI

(4)

US Flagships

Max

6.2%

1,736

8.0%

6.5%

13.1%

Min

3.1%

315

5.8%

4.3%

2.3%

Weighted average

3.7%

732

6.3%

4.7%

6.8%

US Regionals

Max

8.1%

636

9.5%

8.0%

10.3%

Min

5.0%

288

7.0%

5.8%

1.8%

Weighted average

6.7%

389

8.6%

6.7%

4.8%

Net initial yield, discount rate and exit yield weighted by GMV. Vacant assets, assets considered at bid value and assets under restructuring are not included in this table. Vacant assets, assets

considered at bid value and assets under restructuring are not included in Min and Max calculation. Assets under development or not controlled and the Westfield trademark are not included in this

table. Assets fully consolidated and in joint-control are included.

(1) Average annual rent (minimum guaranteed rent) per asset per sqm

. The computation takes into account the areas allocated to company restaurants.

(2) Rate used to calculate the net present value of future cash flows.

(3) Rate used to capitalize the exit rent to determine the exit value of an asset.

(4) Compounded Annual Growth Rate of NRI determined by the appraiser (10 years).

The sensitivity is for assets fully consolidated or under joint control, excluding assets under development and the Westfield trademark.

Based on an asset value excluding estimated transfer taxes and transaction costs, the Shopping Centre division’s net initial yield is 4.6% as at

December 31, 2022 (December 31, 2021: 4.2%).

A change of +25 basis points in net initial yield, the main output of the appraisal models, would result in a downward adjustment of -€545 Mn (or

-5.1%) (December 31, 2021: -€629 Mn (or -5.7%)) of the Shopping Centre portfolio value, including transfer taxes.

A change of +25 bps in discount rate would have a negative impact of -€209 Mn or (-2.0%) (December 31, 2021: -€221 Mn or (-2.0%)) on the

Shopping Centre portfolio value, including transfer taxes.

A change of +10 bps in exit capitalization rate would have a negative impact of -€139 Mn (or -1.3%) (December 31, 2021: -€152 Mn (or -1.4%)) on

the Shopping Centre portfolio value, including transfer taxes.

A decrease of -5% in appraisers’ estimated rental value assumptions for the leases to be signed during the model period would have a negative

impact of -€299 Mn (or -2.8%) (December 31, 2021: -€478

Mn (or -4.3%)) on the Shopping Centre portfolio value, including transfer taxes.

This amount is restated as per December 31, 2021 from -€448 Mn. Restatement is performed in the current year after URW NV noticed a typo in the annual report for

the year ended December 31, 2021.

6.1.3 Investment properties under construction at cost

(€Mn)

Gross value

Impairment

Total investment

properties at cost

December 31, 2020

25.9

(6.5)

19.4

Disposals/exits from the scope of consolidation

(7.7)

6.7

(1.0)

Capitalised expenses

0.8

Other movements

(0.6)

Currency translation

1.8

(0.2)

1.6

December 31, 2021

20.2

Reclassification and transfer of category

(10.8)

Disposals/exits from the scope of consolidation

(1.1)

Capitalised expenses

3.8

Written off

(4.4)

Currency translation

1.4

December 31, 2022

9.0

6.2 TANGIBLE ASSETS

6.2.1 Accounting principles

Under the method proposed by IAS 16, operating assets are valued at their historic cost, less cumulative depreciation and any impairment.

Depreciation is calculated using the “component accounting” method, where each asset is broken down into major components based on their

useful life.

Items of other tangible assets are depreciated to a residual value of € 0 on a straight-line basis over their respective useful economic lives

according to the following table:

Item:

Depreciation period:

Office equipment

2 – 5 years

Furniture

3 – 5 years

6.2.2 Changes in tangible assets

Cost

(€Mn)

Furniture and

equipment

Right of use

Total tangible assets

December 31, 2020

54.2

30.1

84.2

Acquisitions

0.8

Currency translation

4.1

2.5

6.6

December 31, 2021

59.1

32.6

91.6

Acquisitions

0.3

1.3

1.6

Reclassification and other movement

(8.4)

4.5

(3.9)

Disposals/exists from the scope of consolidation

(23.4)

Currency translation

3.8

2.2

6.0

December 31, 2022

54.8

17.3

71.9

Accumulated depreciation

(€Mn)

Furniture and

equipment

Right of use

Total tangible assets

December 31, 2020

(49.8)

(4.8)

(54.7)

Depreciation

(1.3)

(5.0)

(6.3)

Currency translation

(3.7)

(0.6)

(4.3)

December 31, 2021

(54.8)

(10.5)

(65.3)

Depreciation

(1.4)

(3.5)

(4.8)

Disposals/exists from the scope of consolidation

9.0

Reclassification and other movement

6.5

Currency translation

(3.5)

(0.7)

(4.1)

December 31, 2022

(53.2)

(5.7)

(58.9)

Net book value

(€Mn)

Furniture and

equipment

Right of use

Total tangible assets

December 31, 2021

4.3

22.1

26.4

December 31, 2022

1.6

11.6

13.2

(1) See note 3.1 IFRS basis adopted.

6.3 INTANGIBLE ASSETS

6.3.1 Accounting principles

An intangible asset is recognised when it is identifiable and separable and can be sold, transferred, licensed, rented, or exchanged, either

individually or as part of a contract with an attached asset or a liability, or which arises from contractual or other legal rights regardless of

whether those rights are transferable or separable. After initial recognition, intangible assets are recognised at cost less any amortisation

charges and impairment losses.

Intangible assets with a finite life are amortised on a linear basis over the life of the asset. The useful life of an asset is reviewed each year

and an impairment test is carried out whenever there is an indication of impairment.

Intangible assets with an indefinite useful life are not amortised but their life span is reviewed each year. These assets are subject to impairment

tests annually or whenever there is an indication of impairment, which consists of comparing the book value with the recoverable amount of

the intangible assets. The recoverable amount of an asset or a cash-generating unit is the maximum between its fair value less disposal costs

and its value in use. It is assessed based on the present value of expected future cash flows from the continued use of the asset and its terminal

value. Impairment tests are carried out by grouping assets together into cash-generating units. In the case of reduction in value, a corresponding

impairment charge is recognised in the income statement.

The intangible assets arise from:

• The Westfield trademark for Flagships in the US;

• The acquired software.

The incremental value of the Westfield trademark corresponds to the portion of the trademark value that is not captured in the Shopping

Centre values.

Trademark intangible assets are valued by independent external appraisers using a 10 years Discounted Cash Flow methodology combined with

the Royalty Relief method. The value relies on incremental growth attributable to the Westfield trademark multiplied by the royalty rate. The

Relief from Royalty method estimates the value of the asset as the present value of future royalty payments over the life of the asset that are

saved (not paid) by virtue of owning the asset.

The useful life of the Westfield trademark is considered indefinite because the generating cash inflow from the trademark is considered to be

indefinitely as long as the business continue as a going concern. As a consequence, these assets are not amortised but tested for impairment.

The useful life of the acquired software is 3 years, acquired software is amortized to a residual value of €0 on a straight-line basis over their

respective useful economic lives.

6.3.2 Changes in intangible assets

Cost

(€Mn)

Software

Trademark Total intangible assets

December 31, 2020

91.3

293.0

384.3

Acquisitions

5.0

Disposals

(6.8)

Currency translation

7.5

24.4

32.0

December 31, 2021

97.0

317.4

414.4

Reclassification

14.3

Currency translation

5.8

19.6

25.5

December 31, 2022

117.2

337.1

454.2

Accumulated amortization and impairment

(€Mn)

Software

Trademark

Total intangible assets

December 31, 2020

(84.6)

(3.8)

(88.4)

Amortisation

(10.0)

(1)

(10.0)

Disposals

5.3

Impairment

(48.4)

(1)

(48.4)

Currency translation

(7.3)

(2.3)

(9.6)

December 31, 2021

(96.6)

(54.4)

(151.0)

Amortisation

(7.5)

Impairment

(74.4)

(1)

(74.4)

Reclassification

(1.8)

Currency translation

(5.9)

(2.4)

(8.3)

December 31, 2022

(111.7)

(131.3)

(243.0)

Net book value

(€Mn)

Software

Trademark

Total intangible assets

December 31, 2021

0.4

263.0

263.5

December 31, 2022

5.4

205.8

211.2

(1) The impairment of €74.4 Mn (December 31, 2021: €48.4 Mn) is recorded under valuation losses on assets in the consolidated interim statement of comprehensive income.

Intangible assets as at December 31, 2022 relates primarily to the trademark acquired as at June 7, 2018, the impairment test of the trademark

performed was based on an independent external appraisal and an impairment of €74.4 Mn was recognised as at December 31, 2022.

The Relief from Royalty method is used to value the trademark. The assumptions are based on macro-economic trends, industry standard ratios,

historical and business plan figured. Further given the current COVID-19 pandemic and its subsequent financial and economic consequences, the

calculation reflects potential effects on the trademark by performing simulations on the discount rate. The impairment is mainly caused by a

decrease of the incremental growth rate expected on the US assets estimated by the external appraisers to 1.8% (December 31, 2021: 1.5%) and

an increase in the discount rate to 9.25% (December 31, 2021: 8.25%). A valuation at 1.8% of the incremental growth rate would have given a

€9.1 Mn higher recoverable amount for the trademark.

The main assumptions used to test the Trademark for impairment are the discount rate which is 9.25% (December 31, 2021: 8.25%), long term

growth rate which is 1.8% (December 31, 2021: 2.3%) and incremental growth rate which is 1.78% (December 31, 2021: 1.46%) based on US

parameters.

A change of +25 basis points on the discount rate of the Trademark as determined at December 31, 2022, would lead to an additional impairment

of -€15.6 Mn the intangible assets.

A change of -10 basis points in the long-term growth rate of the Trademark as determined at December 31, 2022, would lead to an additional

impairment of -€4.7 Mn the intangible assets.

6.4 VALUATION MOVEMENTS ON ASSETS

(€Mn)

2022

2021

Investment properties at fair value

(319.2)

(479.0)

Investment properties at cost

(4.4)

1.2

Impairment of intangible assets

(74.4)

(48.4)

Revaluation of the investments previously held

13.2

Net result

(398.1)

(512.9)

6.5 AMOUNTS PAID FOR WORKS AND ACQUISITION/DISPOSAL OF PROPERTY ASSETS

(CONSOLIDATED STATEMENT OF CASH FLOWS)

In 2022, amounts paid for works and acquisition of property assets amount to €61.4 Mn (December 31, 2021: €26.3 Mn). They comprise acquisitions

of assets, transaction capitalised costs, works and capitalised expenses and are adjusted for the changes on amounts due on investments of the

period.

7NOTE 7 ● SHARES AND INVESTMENTS IN COMPANIES ACCOUNTED FOR USING THE

EQUITY METHOD

7.1 ACCOUNTING PRINCIPLES

The accounting principles are detailed in note 4.1.1 “Scope and methods of consolidation”. According to IFRS 11, joint ventures are those

entities in which the Group has joint control established by contractual agreement and rights to the net assets of the arrangement.

7.2 SHARES AND INVESTMENTS IN COMPANIES ACCOUNTED FOR USING THE EQUITY METHOD

The Group has jointly controlled entities and associates in the United States. These shares and investments are accounted for using the equity

method. The details of the Group’s aggregated share of equity accounted entities’ assets and liabilities are set out below:

(€Mn)

December 31,

2022

JV’s at 100%

December 31,

2022

URW NV’s share

December 31,

2021

JV’s at 100%

December 31,

2021

URW NV’s share

Investment properties

11,381.2

5,848.3

12,311.1

6,358.6

Other non-current assets

44.5

24.2

86.0

62.8

Current assets

335.1

170.6

249.2

113.6

Cash and cash equivalents

62.4

32.4

82.3

42.4

Total assets

11,823.2

6,075.5

12,728.6

6,577.4

Long-term External borrowings

1,693.1

883.4

2,224.2

1,060.5

Short-term External borrowings

364.8

163.0

23.0

99.2

Other non-current liabilities

33.9

18.0

33.9

17.9

Current liabilities

220.4

109.4

248.7

114.7

Total liabilities

2,312.2

1,173.8

2,529.7

1,292.4

NET ASSETS

9,511.0

4,901.7

10,198.9

5,284.9

(€Mn)

2022

JV’s at 100%

2022

URW NV’s share

2021

JV’s at 100%

2021

URW NV’s share

Net rental income

615.6

316.9

502.4

260.9

Change in fair value of investment properties

(811.2)

(443.0)

(1,144.0)

(604.2)

Financial result

(76.6)

(37.8)

(67.2)

(33.0)

Net result

2 3 4

(392.3)

(223.5)

(733.4)

(391.3)

1) 2021 Figures have been restated due to reclassification of intercompany balances and also to align 2021 discloser with the updated in the 2022 figures, URW NV considered the impact and

concluded that the restatement did not have a significant impact on the disclosure for the year ended December 31, 2022. The effect on net assets is € 0.0 Mn.

2) URW NV did not receive any other comprehensive income from JV’s in 2021 or 2022.

3) URW NV’s tax on JV’s are insignificant and therefore not disclosed.

4) These amounts include a proportionate amount for associates of €68.5 Mn on total assets (2021: €108.4 Mn), €43.1 Mn on total liabilities (2021: €56.2 Mn); -€34.6 Mn on change in fair value of

investments (2021: -€16.0) and -€31.7 on net result (2021: -€12.1 Mn).

For two loans from financial institutions within joint ventures (amounting to approximately €353.0 Mn (2021: €595.9 Mn) based on the Group’s

interest in these joint ventures the joint venture was not in compliance with the debt service coverage ratio required under the loan agreement

as of December 31, 2022. Non-compliance with the ratio requirement is not an event of default but does trigger the funding of restricted reserve

accounts controlled by the lender to cover future property taxes, insurance and leasing capital. The total restricted cash reserves per balance

sheet date within those joint ventures amount to €3.1 Mn (2021: €2.6 Mn).

COMMITMENTS AND CONTINGENT LIABILITIES IN RESPECT OF ASSOCIATES AND JOINT VENTURES

The Group’s share in the capital commitments of the joint ventures themselves is set out in Note 15. Profits can be distributed without significant

restrictions other than regular consent of joint venture partners.

7.3 EQUITY ACCOUNTED ENTITIES’ ECONOMIC INTEREST

Set out below are the joint venture partners and associates of the Group as at December 31, 2022. All joint venture partners are incorporated in

the United States. None of these are individually material for the Group. There are changes in the economic interest compared to December 31,

2021, due to the sale of joint ventures mentioned in note 2.1.2.

Name of the investments⁽¹⁾

Type of equity

Economic interest

December 31, 2022

Economic interest

December 31, 2021

Annapolis

(2)

Partnership units

55.0%

Culver City

(2)

Partnership units

55.0%

Fashion Square

Partnership units

50.0%

Garden State Plaza

Partnership units

50.0%

Mission Valley

Partnership units

41.7%

Montgomery

Partnership units

50.0%

MV Macy’s Box/Parcel

Partnership units

41.7%

North County

(2)

Partnership units

55.0%

Oakridge

(2)

Partnership units

55.0%

Owensmouth

(2)

Partnership units

55.0%

Plaza Bonita

(2)

Partnership units

55.0%

Promenade

(3)

Partnership units

55.0%

San Francisco Emporium

Partnership units

50.0%

Santa Anita

(4)

Partnership units

49.3%

Southcenter

(2)

Partnership units

55.0%

Topanga

(2)

Partnership units

55.0%

UTC

Partnership units

50.0%

Valencia Town Center

Partnership units

50.0%

Valley Fair

Partnership units

50.0%

Wheaton

(2)

Partnership units

52.6%

UTC/VF Services

Membership units

50.0%

West Valley

(2)

Partnership units

55.0%

Emporium Offices

Partnership units

50.0%

Wheaton North Office

(2)

Partnership units

52.6%

Wheaton South Office

(2)

Partnership units

52.6%

Montgomery Condo

Partnership units

50.0%

Blum

Associates

20.0%

Starwood

Associates

10.0%

(1) All equity accounted property partnerships operate solely as retail property investors in the United States.

(2) Per the Co-ownership, Limited Partnership and Property Management Agreements with our joint venture partners, the Group is restricted from exercising control over

these interests even though the Group has more than 50% ownership interest and voting rights. Major decisions require the approval of both the Group and the joint

venture partners and operating and capital budgets must be approved by the Management Committee (both owners have equal representation on this Committee).

The Group therefore has joint control over the investments and is treating them as equity accounted interests.

(3) Promenade was sold in March 2022, refer to 2.1.2.

(4) Westfield Santa Anita was sold on August 25, 2022, refer to 2.1.2.

(5) West Valley was sold on December 27, 2022, refer to 2.1.2.

7.4 TRANSACTIONS WITH RELATED-PARTIES

The consolidated financial statements include all companies in the Group’s scope of consolidation (see note 16 “List of consolidated companies”).

The Group’s joint ventures are listed in note 7.3.

Together with Unibail-Rodamco-Westfield SE (“URW SE”), the Group forms Unibail-Rodamco-Westfield (“URW Group”).

The main related party transactions refer to transactions with companies accounted for using the equity method, loans and foreign currency

contracts with URW SE and convertible redeemable preference shares/units held by URW SE as well as derivatives.

TRANSACTIONS WITH COMPANIES ACCOUNTED FOR USING THE EQUITY METHOD

(€Mn)

December 31, 2022

December 31, 2021

Current account in debit/(credit)

(13.6)

(8.7)

(1)

(1) The December 31, 2021, figures have been restated from

€

35.9Mn amount in debit to correctly reflect the balances due to joint ventures and associates, the fully consolidated entities balances

were incorrectly disclosed previously.

The impact of transactions with companies accounting for using the equity method on comprehensive income was insignificant for the year

ended December 31, 2022.

TRANSACTIONS WITH UNIBAIL-RODAMCO-WESTFIELD SE

All related party loans of the Group are from URW SE. For the interest amounts with URW SE refer to note 8.3.3.

LOANS TO URW NV

During the period, URW NV has an interest-bearing loan from URW SE. An additional part (€250 Mn) of the loan with an original nominal value of

€1,250 Mn has been converted into equity on December 31, 2022, reference is made to note 2.1.3. The remaining principal amount of the loan

is €543.7 Mn (December 31, 2021: €760.6 Mn) as at December 31, 2022. The interest rate of the loan is based on a fixed rate from and including

the issue date to, but excluding, October 25, 2023. After each 5 years the interest rate is reset at 5YR Mid-swaps plus relevant margin. Th e

maturity date of the loan is perpetual.

During the period, URW NV has an interest-bearing loan from URW SE. The principal amount of the loan is €35.8 Mn as at December 31, 202 2

(December 31, 2021: €35.8 Mn). The fixed interest rate is 1.44% and the maturity date is May 31, 2023.

During the period, URW NV had a EUR and USD current account facility with URW SE for €185.0 Mn and $100.0 Mn, respectively. As at Decembe r

31, 2022, the drawn down amount are €169.8 Mn and $68.6 Mn (€64.3 Mn) respectively. The interest rate is EURIBOR + 0.85% for the EUR facilit y

and LIBOR + 1.4% for the USD facility. The maturity date for both contracts is April 1, 2024. As at December 31, 2021, the drawn down amoun t

are €173.5 Mn and $34.6 Mn (€30.5 Mn) respectively. The interest rate is EURIBOR + 0.85% for the EUR facility and LIBOR + 1.4% for the US D

facility. The maturity date for both contracts is April 1, 2024.

During the period, URW NV has interest rate swaps and caps contracts with URW SE. The interest rate swaps contracts maturity date are in 202 8

and 2048. The non-current derivative assets and non-current derivatives liabilities related to the swaps and caps are €142.6 Mn (December 31 ,

2021: €76.8 Mn) and €45.4 Mn (December 31, 2021: €445.5 Mn) respectively as at December 31, 2022. Reference is made to note 8.4.

LOANS TO URW AMERICA INC.

During the period, URW America Inc. has an USD interest bearing loan from URW SE. The balance of the loan as at December 31, 2022, is

$52.4 Mn (€49.1 Mn) (December 31, 2021: €46.2 Mn). The interest rate is LIBOR + 0.600% margin. The maturity date of the loan is June 7, 2025.

During the period, URW America Inc. has an USD interest bearing loan from URW SE. The balance of the loan as at December 31, 2022, is

$1,202.9 Mn (€1,127.8 Mn) (December 31, 2021: €1,062.1 Mn). The interest rate is LIBOR + 1.225% margin. The maturity date of the loan is Jun e

7, 2024.

During the period, URW America Inc. has an USD interest-bearing loan from URW SE. The balance of the loan as at December 31, 2022, is $776. 3

Mn (€727.8 Mn) (December 31, 2021: €685.4 Mn). The interest rate is LIBOR + 1.120% margin. The maturity date of the loan is April 16, 2026.

LOANS TO WALP

During the period, WALP has an USD interest bearing loan from URW SE. The balance of the loan as at December 31, 2022, is $1,007.5 Mn

(€944.6 Mn). The interest rate is fixed at 5.895%. The maturity date of the loan is June 30, 2024. The loan was amended from interest rate a t

LIBOR + 1.2250% margin for the year ended December 31, 2021, due to Maturity date of December 15, 2022.

During the period, WALP has an USD interest bearing loan from URW SE. The balance of the loan as at December 31, 2022, is $250 Mn

(€234.4 Mn). The interest rate is fixed at 5.895%. The maturity date of the loan is June 30, 2023. The loan was amended from interest rate a t

LIBOR + 1.2250% margin for the year ended December 31, 2021, due to Maturity date of December 15, 2022.

During the period, WALP has an USD interest bearing loan from URW SE. The balance of the loan as at December 31, 2022, is $475.0 Mn

(€445.3) (December 31, 2021: €419.4 Mn). The interest rate is fixed at 3.3500%. The maturity date of the loan is June 27, 2023. The loan wa s

amended from interest rate at LIBOR + 0.775% margin for the year ended December 31, 2021, due to Maturity date of June 27, 2022.

During the period, WALP has an USD interest bearing loan from URW SE. The balance of the loan as at December 31, 2022 is $300 Mn

(€281.3 Mn) (December 31, 2021: €264.9 Mn). The interest rate is LIBOR + 1.3000% margin and is reset quarterly. The maturity date of the loa n

is September 4, 2025.

LOANS CLASSIFIED AS EQUITY INSTRUMENTS TO URW NV

During the period, URW NV has an interest-bearing loan with URW SE of €750 Mn as at December 31, 2022 (€750 Mn as at December 31, 2021 )

which is classified as an compound financial instrument. URW NV shall only be due interest in respect of a financial year, if it has made sufficien t

profit and/or its shareholders have decided that they shall pay a dividend with respect of the financial year. The maturity is 99 years fro m

December 29, 2020, and default opportunities are limited.

During the period, URW NV has an interest-bearing loan with URW SE of €500 Mn as at December 31, 2022 (€500 Mn as at December 31, 2021 )

which is classified as an compound financial instrument. URW NV shall only be due interest in respect of a financial year, if it has made sufficien t

profit and/or its shareholders have decided that they shall pay a dividend with respect of the financial year. The maturity is 99 years from Jun e

30, 2021 and default opportunities are limited. Reference is made to 2.2.3.

During the period, URW NV has an interest-bearing loan with URW SE of €250 Mn as at December 31, 2022 which is classified as an compoun d

financial instrument. URW NV shall only be due interest in respect of a financial year, if it has made sufficient profit and/or its shareholder s

have decided that they shall pay a dividend with respect of the financial year. The maturity is 99 years from December 31, 2022 and defaul t

opportunities are limited. Reference is made to 2.1.3.

REDEEMABLE PREFERENCE SHARES HELD BY URW SE

URW SE holds redeemable preference shares in WHL USA Acquisitions, Inc. with a stated redemption value of €414.0 Mn (December 31, 2021 :

€389.9 Mn) which are presented under the consolidated statement of the financial position under commitment to non-controlling interests.

URW SE has the right to redeem the shares for cash after April 3, 2029, and is entitled to annual dividends equal to 5.9% of the stated redemptio n

value. Any unpaid distribution on the shares is cumulative and must be paid prior to WHL USA Acquisitions, Inc. paying a common distribution.

All related party transactions are based on at arm’s length prices.

TRANSACTIONS WITH ASSOCIATES

Related party transaction also include a preferred interest in Starwood. See further 8.3.1" under table of "transactions with companies accounte d

for using the equity method”.

TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL

Remuneration of key management personnel is disclosed in note 13.4.2.

8NOTE 8 ● FINANCING AND FINANCIAL INSTRUMENTS

8.1 ACCOUNTING PRINCIPLES

8.1.1 Financial instruments (IAS 32/IFRS 7/IFRS 9/IFRS 13)

CLASSIFICATION AND MEASUREMENT OF NON-DERIVATIVE FINANCIAL ASSETS AND LIABILITIES

FINANCIAL ASSETS

Under IFRS 9, on initial recognition, a financial asset is classified as measured at: amortised cost; Fair Value through Other Comprehensive

Income (FVOCI) – debt instruments; FVOCI – equity instruments; or Fair Value Through Profit and Loss (FVTPL). The classification of financial

assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics.

The financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

• it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount

outstanding.

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

• it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount

outstanding.

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in

the investment’s fair value in OCI. This election is made on an investment-by-investment basis.

All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. This includes derivative

financial assets.

A financial asset (unless it is a trade receivable without a significant financing component that is initially measured at the transaction price) is

initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition.

The following accounting policies apply to the subsequent measurement of financial assets for the Group:

FINANCIAL ASSETS AT AMORTISED COST

These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment

losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is

recognised in profit or loss.

FINANCIAL ASSETS AT FVTPL

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit

or loss.

EQUITY INSTRUMENTS AT FVOCI

These assets are subsequently measured at fair value though profit or loss except in the case of an irrevocable election to classify them at fair

value through other comprehensive income that cannot be reclassified.

Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment.

Other net gains and losses are recognised in OCI and are never reclassified to profit or loss.

FINANCIAL LIABILITIES

Amounts to suppliers and interest-bearing financial liabilities are initially measured at fair value less transaction costs directly attributable to

the issue and after initial booking at amortised cost using the effective interest rate. Gains and losses are recognised in profit or loss when the

liabilities are derecognised as well as through the effective interest rate amortisation process.

Other non-derivatives financial liabilities are recognised at fair value through profit or loss.

FINANCIAL GUARANTEES

Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued. The liability is initially measured at

fair value and subsequently at the higher of:

• the amount determined in accordance with the expected credit loss model under IFRS 9 Financial Instruments and

• the amount initially recognised less, where appropriate, the cumulative amount of income recognised in accordance with the

principles of IFRS 15 Revenue from Contracts with Customers.

The fair value of financial guarantees is determined based on the present value of the difference in cash flows between the contractual

payments required under the debt instrument and the payments that would be required without the guarantee, or the estimated amount that

would be payable to a third party for assuming the obligations.

Where guarantees in relation to loans or other payables of associates are provided for no compensation, the fair values are accounted for as

contributions and recognised as part of the cost of the investment .

CLASSIFICATION AND MEASUREMENT OF FINANCIAL DERIVATIVES

The Group uses derivative financial instruments to hedge its exposure to movements in interest and currency exchange rates.

All financial derivatives are recorded as financial assets or liabilities at fair value on the statement of financial position. Fair value variations

of financial derivatives are recognised in the income statement for the period .

The Group has a macro-hedging strategy for its debt. No hedge accounting is applied. All such derivatives are therefore measured at their fair

value and any fair value variations are recorded in the income statement.

Changes in the fair value of forward exchange contracts that economically hedge monetary assets and liabilities in foreign currencies and for

which no hedge accounting is applied are recognised in the income statement.

Both the changes in fair value of the forward contracts and the foreign exchange gains and losses relating to the monetary items are recognised

as part of the “financing result” as these instruments are designated as hedging instruments.

HEDGING INSTRUMENTS

The Group, which holds a group of financial assets or financial liabilities, is exposed to market risks and credit risks of every single counterparty

as defined in IFRS 7. The Group applies the exception provided by IFRS 13 (§ 48) which permits to measure the fair value of a group of financial

assets or a group of financial liabilities on the basis of the price that would be received to sell or transfer a net position towards a particular

risk in an orderly transaction between market participants at the measurement date under current market conditions.

To determine the net position, the Group takes into account existing arrangements to mitigate the credit risk exposure in the event of default

(e.g. a master netting agreement with the counterparty). The fair value measurement takes into consideration the likelihood that such an

arrangement would be legally enforceable in the event of default.

Valuation of derivatives has to take into account the Credit Valuation Adjustment (CVA) and the Debit Valuation Adjustment (DVA).

CVA, calculated for a given counterparty, is the product of:

• the total mark-to-market the Group has with this counterparty, in case it is positive;

• the probability of default of this counterparty over the average maturity, weighted by the nominal of the derivatives booked with them.

This probability of default is taken from the Bloomberg model, based on market data and derived from the Credit Default Swaps of the

banks; and

• the loss given default following market standard.

DVA based on URW NV’s credit risk corresponds to the loss that the Group’s counterparties may face in case of the Group’s default. It is the

product of:

• the total mark-to-market the Group has with a counterparty, in case it is negative;

• the probability of default of the Group over the average maturity, weighted by the nominal of the total portfolio of derivatives. The

Group’s probability of default is derived from the Credit Default Swaps of URW NV and taken from the Bloomberg model; and

• the loss given default following market standard.

The Group does not apply hedge accounting.

8.1.2 Discounting of deferred payments

Long-term liabilities and receivables are discounted when this has a significant impact:

• deferred payments on assets deals, share deals and acquisitions of lands have been discounted up to the payment date;

• provisions for material liabilities taken under IAS 37 are discounted over the estimated duration of the disputes they cover;

• guarantee deposits received from tenants have not been discounted given the negligible impact of discounting.

8.1.3 Borrowing costs generated by construction projects (IAS 23)

Borrowing costs directly attributable to the acquisition or construction of an asset are capitalised as part of the cost of the respective assets.

All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity

incurs in connection with the borrowing of funds.

The interest costs capitalised are calculated using the Group’s weighted average costs of borrowing applied to the average value of the work

completed during each quarter, unless specific financing exists for the project. In this case, the specific interest costs of the project are

capitalised.

Capitalisation of borrowing costs starts when the asset is qualified as an Investment Property Under Construction and/or as inventory and ends

when the project is transferred to standing investment property at the delivery date to the tenant earlier when the project is technically

completed or when an asset is available for sale.

8.2 FINANCING RESULT

8.2.1 Net financing costs

(€Mn)

2022

2021

Other financial interest

(1)

7.1

6.8

Amount due from derivatives

45.2

40.4

Subtotal financial income

52.3

47.2

Interest on bonds and EMTNs

(147.4)

(139.6)

Interest and expenses on borrowings

(152.8)

(91.0)

Interest expense on lease liabilities

(3.2)

(3.1)

Interest on preference shares

(37.1)

(28.0)

(2)

Other financial interest

(15.7)

(3)

(17.4)

(4)

Amount due on derivatives

(58.5)

(66.1)

Financial expenses before capitalisation of financial expenses

(414.7)

(345.2)

Capitalised financial expenses

0.5

Subtotal net financial expenses

(414.2)

(345.2)

TOTAL NET FINANCING COSTS

(361.9)

(298.0)

(1) The other financial interest income of €7.1 Mn (2021: €6.8 Mn) is calculated using the effective interest method.

(2) The interest on preference share in 2021 includes a reversal of distribution accrual of €9.3 Mn for a fully consolidated entity.

(3) The other financial interest expense includes the amendment fee of €5.4 Mn and the remaining amortised upfront fee of €0.3 Mn cost of €250Mn loan conversion, reference is made to note 2.1.3.

(4) The other financial interest expense includes the amendment fee of €10.8 Mn and the remaining amortised upfront fee of €1.6 Mn cost of €500 Mn loan conversion in 2021, reference is made to

note 2.2.3.

Cash flow from derivatives and interest paid from the consolidated statement of cash flows correspond to cash amounts of financial interest paid

and received during the period. They do not include any non-cash items such as accrued interest and amortisation of issuance costs.

8.2.2 Fair value adjustments of derivatives, debt and currency effect

(€Mn)

2022

2021

Amortisation of debt

(9.2)

(8.0)

Currency result

(2.5)

(1.7)

Fair value of derivatives

465.3

39.7

Fair value preference shares

64.2

18.6

(1)

Financial cost on early redemption

(7.0)

ECL on financial guarantee contracts

13.5

(23.3)

(2)

Fair value of preferred interest

(7.5)

(7.0)

TOTAL FINANCIAL RESULT

523.8

11.4

(1) The fair value of preference shares included a reversal of distribution accrual of €12.0 Mn for a fully consolidated entity.

(2) The amount represents financial guarantee of €11.3 Mn for Westfield Trumbull and €12 Mn for Louise Joliet.

8.3 FINANCIAL ASSETS AND LIABILITIES

8.3.1 Financial assets

(€Mn)

December 31, 2022

December 31, 2021

Financial assets at fair value through profit and loss

256.8

191.3

Preferred interest Starwood and Rouse

114.2

114.5

Derivatives at fair value

(1)

142.6

76.8

Financial assets at amortised cost

236.8

185.0

Other financial assets

3.9

2.2

Trade receivables from activity

86.3

88.3

Other receivables

(1)(2)

70.6

44.0

Cash and cash equivalents

(1)

76.0

50.5

FINANCIAL ASSETS

493.6

376.3

Total current

232.9

182.8

Total non-current

260.7

193.5

(1) The figures as at December 31, 2021 were restated to include all financial assets.

(2) Other receivables mainly consist of other debtors and accrued interest on derivatives.

8.3.2 Main financing transactions

2022

BOND MARKET

There were no new issued bonds and notes in the financial year ended December 31, 2022.

TRANSACTION WITH URW SE

For the year ended December 31, 2022, the Group borrowed €324.8 Mn from URW SE and made repayments of €392.8 Mn to URW SE, these

transactions are also considered as main financing transactions.

2021

BOND MARKET

There were no new issued bonds and notes in the financial year ended December 31, 2021.

In H2-2021 the Group repaid $500 Mn (€422.7 Mn) of US 144a bonds which were originally scheduled to mature in April 2022.

MORTGAGE DEBT

Westfield Sarasota, Westfield Citrus Park, Westfield Broward and Westfield Countryside

Following the foreclosure of four US assets, the asset values and the related debt were deconsolidated as URW NV will not own nor be liable for

the nominal value of the debt of €347.5 Mn ($411 Mn) on these assets. URW NV is still liable for financial guarantee contracts related to Westfield

Broward. Refer to note 8.5.2.

Westfield Palm Desert and Westfield Trumbull

As at December 31, 2020, Westfield Palm Desert and Westfield Trumbull assets and non-recourse mortgage debts were not consolidated in URW

NV’s IFRS accounts and were accounted at 53% in URW NV’s using the equity method. In May 2021, URW NV acquired the remainder of the 47%

Joint Venture partner’s stake in these two US assets. From this date Westfield Palm Desert and Westfield Trumbull were fully consolidated in

URW NV’s IFRS accounts. On October 14, 2021 Westfield Palm Desert was foreclosed and management of the centre was transfer to the Receiver.

As at December 31, 2021, only Trumbull’s related non-recourse mortgage debt was fully consolidated in URW NV’s accounts, corresponding to a

total debt amount of €134.5 Mn ($152.3 Mn). URW NV is still liable for financial guarantee contracts related to Westfield Palm Desert. Refer to

note 8.5.2.

TRANSACTION WITH URW SE

For the year ended December 31, 2021, the Group borrowed €543.9 Mn from URW SE and made repayments of €141.2 Mn to URW SE, these

transactions are also considered as main financing transactions.

8.3.3 Financial debt breakdown and outstanding duration to maturity

Outstanding duration to maturity (€Mn)

Current

Non-current

Total

December 31,

2022

Total

December 31, 2021

Less than 1 year

1 year to 5 years

More than 5 years

Bonds and notes

20.3

1,640.6

2,113.3

3,774.2

3,545.4

Principal debt

(1)

1,640.7

2,109.5

3,750.2

3,531.7

Accrued interest

38.5

36.3

Issuance costs

(16.7)

(22.6)

Amortisation of debt

(1.5)

(0.1)

3.8

2.2

Bank borrowings

(6.0)

111.0

105.0

478.7

Principal debt

(1)

113.4

484.1

Accrued interest

0.3

2.3

Borrowings issue fees

(5.4)

Amortisation of debt

(0.9)

(2.4)

(3.3)

(7.7)

Other financial liabilities

738.0

3,364.7

543.7

4,646.4

4,710.6

Borrowing with URW SE

(2)

715.5

3,364.7

543.7

4,623.9

4,704.9

Accrued interests on borrowings with URW SE

(2)

23.1

7.7

Charges and premiums on issues of borrowings with URW SE

(2)

(0.6)

(1.9)

Lease liabilities

6.9

17.6

19.1

43.6

57.1

TOTAL

759.2

5,133.9

2,676.1

8,569.2

8,791.8

(1) These notes or instruments are subject to negative pledge arrangements which require the Group to comply with certain minimum financial requirements.

(2) Further information relating to loans with related parties is set out in note 7.4.

The amortisation of debt of bonds and notes refers to the fair value of the WEA debt at acquisition date, June 7, 2018.

An amount of €113.4 Mn of bank borrowings is secured. Secured liabilities are borrowings secured by mortgages over properties. The related

property is Westfield San Francisco Centre. The terms of the debt facilities preclude the properties from being used as security for other debt.

The debt facilities also require the properties to be insured.

The 2022 variation of financial debt by flows breaks down as follows:

December

31, 2021

Cash flows

(1)

Variation of accrued

interests

(3)

Non-cash flows

December 31, 2022

Increase

(2)

Decrease

Scope

movements

Currency

translation

Amortisation

impact

Others

Bonds and notes

3,545.4

219.3

2.0

7.5

3,774.2

Bank borrowings

478.7

(1.6)

(143.4)

(4)

35.0

7.2

(6.1)

105.0

Other financial liabilities

(6)

4,710.7

324.8

17.7

232.7

4,646.4

Lease liabilities

57.1

0.8

3.8

- (246.7)

(5)

- 4.5

43.6

TOTAL

8,791.9

325.6

(264.8)

(392.8)

(22.6)

(680.2)

16.1

(143.4)

490.8

9.2

(240.8)

8,569.2

(1) The cash flows differ from those in the Consolidated statement of cash flows mainly due to the variation of guarantee deposits received.

(2) Net of bonds and EMTNs issuance costs and bank borrowings issue fees.

(3) The variation of accrued interest is included in lines Financial income/Financial expenses of the Consolidated statement of cash flows.

(4) The variation of scope movements includes the deconsolidation of Westfield Trumbull, reference is made to note 2.1.2.

(5) The variation of Others includes conversion of the €250 Mn loan with URW SE to equity, reference is made to note 2.1.3.

(6) Other financial liabilities consist of borrowings and accrued interest on borrowings with URW SE.

The 2021 variation of financial debt by flows breaks down as follows:

December

31, 2020

Cash flows

(1)

Variation of accrued

interests

(3)

Non-cash flows

December 31, 2021

Increase

(2)

Decrease

Scope

movements

Currency

translation

Amortisation

impact

Others

Bonds and notes

3,677.2

- (422.7)

(1.6)

3.1

4.6

3,545.4

Bank borrowings

650.2

(19.3)

(228.1)

(4)

- 284.8

51.9

9.1

14.7

478.7

Other financial liabilities

4,543.4

540.1

(141.2)

(16.8)

- (492.8)

(5)

4,710.7

Lease liabilities

56.0

57.1

TOTAL

8,926.8

540.1

- (3.4)

(567.3)

(37.7)

(228.1)

- 278.2

- 4.5

619.4

12.2

(473.5)

8,791.9

(1) The cash flows differ from those in the Consolidated statement of cash flows mainly due to the variation of guarantee deposits received.

(2) Net of bonds and EMTNs issuance costs and bank borrowings issue fees.

(3) The variation of accrued interest is included in lines Financial income/Financial expenses of the Consolidated statement of cash flows.

(4) The variation of scope movements includes the consolidation of the O’Connor 2 portfolio following the acquisition of its JV partner’s shares (47.4%) in two US assets (Westfield Palm Desert and

Westfield Trumbull), the deconsolidation of O’Connor 1 portfolio (Westfield Broward, Westfield Citrus Park, Westfield Countryside and Westfield Sarasota) as well as Westfield Palm Desert, reference is

made to note 2.2.2.

(5) The variation of Others includes conversion of the €500 Mn loan with URW SE to equity, reference is made to note 2.2.3.

MATURITY OF CURRENT PRINCIPAL DEBT

(€Mn)

Current

Total

December 31, 2022

Less than 1 month

1 month to 3

months

More than 3

months

Bonds and notes

21.8

(1.5)

20.3

Bank borrowings

(5.1)

(0.9)

(6.0)

Borrowing with URW SE

22.5

715.5

738.0

Financial leases

6.9

TOTAL

39.2

720.0

759.2

8.3.4 Characteristics of bonds and notes

The bonds and notes are related to WEA and have the following characteristics:

Issue date

Rate

Currency

Amount as at

December 31, 2022

(€Mn)

Amount as at December 31,

2021

(€Mn)n

Maturity

September 2014

Fixed rate 3.75%

USD

937.6

882.9

September 2024

September 2014

Fixed rate 4.75%

USD

468.8

441.5

September 2044

September 2018

Fixed rate 4.125%

USD

468.8

441.5

September 2028

September 2018

Fixed rate 4.625%

USD

468.8

441.5

September 2048

June 2019

Fixed rate 3.50%

USD

703.2

662.2

June 2029

October 2019

Fixed rate 2.875%

USD

703.2

662.2

January 2027

TOTAL

3,750.2

3,531.7

8.3.5 Covenants

There are no financial covenants (such as loan to value or ICR) with regard to the loans with URW SE.

The US credit facility and 144A and Regulation S bonds in the US contain financial covenants based on URW Group’s financial statements. As at

December 31, 2022, the URW Group’s ratios show sufficient headroom vis-à-vis the following covenants:

US Credit facility

covenants level

Rule 144A and Reg S bonds

covenants level

Loan to Value

< 65%

ICR

> 1.5x

FFO/NFD

na.

Secured debt ratio

< 50%

< 45%

Unencumbered leverage ratio

> 1.5x

> 1.25x

These covenants are tested twice a year based on the URW Group‘s IFRS financial statements.

8.3.6 Net financial debt

The net financial debt of URW NV only includes debt as disclosed in the consolidated balance sheet under long-term borrowings as well as current

borrowings and amounts due to credit institutions, the net financial debt do not include lease liabilities. Net financial debt is determined as

below:

NET FINANCIAL DEBT

(€Mn)

December 31, 2022

December 31, 2021

Amounts accounted for in B/S

Long-term bonds and borrowings

7,773.3

6,843.9

Current borrowings and amounts due to credit institutions

752.3

1,890.9

Total financial liabilities

8,525.6

8,734.7

Adjustments

Amortisation of debt

1.1

7.7

Accrued interests/issuance fees

(39.2)

(21.7)

Total financial liabilities (nominal value)

8,487.5

8,720.7

Cash & cash equivalents

(76.0)

(50.5)

NET FINANCIAL DEBT

8,411.5

8,670.1

NET CASH AT PERIOD-END

(€Mn)

December 31, 2022

December 31, 2021

Cash

(1)

76.0

50.5

Total asset

76.0

50.5

Bank overdrafts & current accounts to balance out cash flow

Total liabilities

NET CASH AT PERIOD-END

76.0

50.5

(1) There is no restriction on cash for the year ended December 31, 2022.

Ratio calculated based on European bank debt covenant.

Funds From Operations: on an annualized basis, the recurring EBITDA minus (i) recurring net financial expenses and (ii) tax on recurring operating result.

Secured debt/Total assets.

Unencumbered assets/unsecured debt.

8.3.7 Commitment to non-controlling interests

(€Mn)

December 31, 2021

Addition

Decrease

Fair value

movements

in P&L

Currency

translation

December 31, 2022

Financial liabilities at amortised cost

453.6

27.2

24.2

505.0

Commitment to non-controlling interests held by URW SE (a)

453.6

27.2

24.2

505.0

Financial liabilities at fair value

102.2

(64.2)

8.9

46.9

Commitment to non-controlling interests (b)

35.8

(2.6)

1.5

34.7

Other commitments to non-controlling interests (c)

66.4

(61.6)

7.4

12.2

Total commitment to non-controlling interests

555.8

27.2

(64.2)

32.9

551.9

Total non-current

491.4

(64.2)

33.2

460.4

Total current

64.4

27.2

(0.1)

91.5

Commitment to non-controlling interests for the amount of €46.9 Mn relates to external parties and are measured at fair value level 3. For the

fair value method use, refer to note 8.6.

A) INTERESTS HELD BY URW SE

URW SE holds redeemable preference shares/units in WHL USA Acquisitions, Inc. for an amount of €414.0 Mn. The holders have the right to

redemption in cash after April 3, 2029. These redeemable preference shares are measured at amortised cost using the effective interest method.

The remaining amount is the interest accrued. The amount presented in the table above is the initial amount including accrued preferred

dividend.

i) The holders of Series A preferred shares are entitled to receive an annual dividend equal to 5.9% of the value of the preference shares.

B) INTERESTS HELD BY EXTERNAL PARTIES

i) As at December 31, 2022, the Jacobs Group holds 1,141,553 (December 31, 2021: 1,265,431) Series G units in the operating partnership. The

RFC LLC / R. Fred Coffin redeemed 123,878 shares in full in September 2022. The holders have the right that requires WEA to purchase up to 10%

of the shares redeemed for cash.

ii) As at December 31, 2022, the previous owners of the Sunrise Mall hold 1,401,426 (December 31, 2021: 1,401,426) Series I units. At any time,

the holder (or the Holder’s Estate) has the right to require the operating partnership to redeem its Series I units at the Group’s discretion either

for: (i) cash; (ii) shares in WEA (with the holder having the right to exchange such WEA shares for stapled securities); or (iii) a combination of

both.

iii) As at December 31, 2022, 1,538,481 (December 31, 2021: 1,538,481) Series J units are outstanding. At the holder’s discretion, such holder

has the right to require the operating partnership to redeem its Series J units, at the Group’s discretion, either for: (i) cash; (ii) shares in WEA

(with the holder having the right to exchange such WEA shares for URW stapled securities); or (iii) a combination of both.

iv) The investor unit rights in the operating and property partnerships have a fixed life and are able to be redeemed either for: (i) cash, (ii)

shares in WEA; or (iii) a combination of both, at the Group’s discretion. At any time, after 19 May 2014, such holders have the right to require

WEA to redeem their WEA common shares, at the Group’s discretion, either for (i) cash; (ii) stapled securities; or (iii) a combination of both.

C) OTHER COMMITMENT TO NON-CONTROLLING INTERESTS

The other redeemable preference shares/units comprise: (i) Series H-2 Partnership Preferred Units (Series H-2 units); and (ii) Series A Partnership

Preferred Units (Series A units).

i) The former partners in the San Francisco Centre hold 360,000 (Series H-2 Units in the operating partnership) as December 31, 2022 (December

31, 2021: 360,000). Each Series H-2 unit will be entitled to receive quarterly distributions equal to $0.125 for the first four calendar quarters

after the Series H-2 units are issued (the Base Year) and for each calendar quarter thereafter, $0.125 multiplied by a growth factor. The growth

factor is an amount equal to one plus or minus, 25% of the percentage increase or decrease in the distributions payable with respect to a

partnership common unit of the operating partnership for such calendar quarter relative to 25% of the aggregate distributions payable with

respect to a partnership common unit for the Base Year.

ii) In connection with the completion of the San Francisco Emporium development, 1,000 Westfield Growth, LP Series A units were issued to

Forest City Enterprise, Inc as December 31, 2022 (December 31, 2021: 1,000). Redemption of these units by the holder can only be made at the

time that the San Francisco Centre (which includes San Francisco Emporium) is sold or otherwise divested. Should this occur, the redemption of

these units is required to be made in cash but only out of funds legally available from Westfield Growth, LP.

8.4 DERIVATIVE INSTRUMENTS

CHANGE IN DERIVATIVES 2022

(€Mn)

Amounts recognised in the

Statement of Comprehensive

Income

December 31, 2021

Fair value adjustments of

derivatives

Currency translation

December 31, 2022

Assets

Derivatives at fair value Non-Current

76.8

65.2

0.6

142.6

• Fair value

76.8

65.2

0.6

142.6

Liabilities

Derivatives at fair value

(445.5)

400.1

(45.4)

• Fair value

(445.5)

400.1

(45.4)

NET

(368.7)

465.3

0.6

97.2

The fair value of interest rate swaps (assets/liabilities) increased in value mainly due to a higher swap rate curve.

There was no settlement in 2022.

The notional amount of the IRS contract is $3,000.0 Mn (€2,812.7 Mn).

CHANGE IN DERIVATIVES 2021

(€Mn)

Amounts recognised in the

Statement of Comprehensive

Income

December 31, 2020

Fair value adjustments of

derivatives

Currency translation

December 31, 2021

Assets

Derivatives at fair value Non-Current

120.4

(43.9)

0.3

76.8

• Fair value

120.4

(43.9)

0.3

76.8

Liabilities

Derivatives at fair value

(529.1)

83.6

(445.5)

• Fair value

(529.1)

83.6

(445.5)

NET

(408.7)

39.7

0.3

(368.7)

The fair value of interest rate swaps (assets/liabilities) decreased in value mainly due to a higher swap rate curve.

There was no settlement in 2021.

The notional amount of the IRS contract is $3,000.0 Mn (€2,648.8 Mn).

8.5 RISK MANAGEMENT POLICY

The Group’s principal financial instruments comprise cash, receivables, payable, interest-bearing liabilities, other financial liabilities, other

investments and derivative financial instruments. The Group manages its exposure to key financial risks in accordance with the Group treasury

risk management policies.

The Group utilises derivative financial instruments, including forward exchange contracts, currency and interest rate options, currency and

interest rate swaps to manage the risks associated with foreign currency and interest rate fluctuations. Such derivative financial instruments are

recognised at fair value.

The Group has set defined policies and implemented a comprehensive hedging program to manage interest and exchange rate risks.

Derivative instruments are transacted to achieve the economic outcomes in line with the Group’s treasury policy and hedging program.

Derivative instruments are not transacted for speculative purposes. Accounting standards however require compliance with documentation,

designation and effectiveness parameters before a derivative financial instrument is deemed to qualify for hedge accounting treatment. These

documentation, designation and effectiveness requirements cannot be met in all circumstances. As a result, derivative instruments, other than

cross currency swaps that hedge net investments in foreign operations, are deemed not to qualify for hedge accounting and are recorded at fair

value. Gains or losses arising from the movement in fair values are recorded in the income statement.

The fair value of derivatives has been determined with reference to market observable inputs for contracts with similar maturity profiles. The

valuation is a present value calculation which incorporates interest rate curves, foreign exchange spot and forward rates, option volatilities and

the credit quality of all counterparties.

8.5.1 Market risk

Market risks can generate losses resulting from fluctuations in interest rates, exchange rates, raw material prices and share prices. URW NV’s

risk mainly relates to interest rate fluctuations on the debt it has taken out to finance its investments and maintain the cash position it requires

and exchange rate fluctuations due to the Group’s activities in countries outside the Eurozone, in particular in the US.

The Group, through its activities, may be exposed to market risks which can generate losses as a result of ﬂuctuations in stock markets. The

Group is either: (i) directly exposed to fluctuations in stock prices due to the ownership of shares or financial instruments, or (ii) indirectly

exposed to fluctuations in stock prices, due to the ownership of funds, investment instruments or share based derivatives which are directly

correlated with the price of the asset underlying such derivatives.

COUNTERPARTY RISK

Due to its use of derivatives to minimise its interest and exchange rate risk, the Group is exposed to potential counterparty defaults. The

counterparty risk is the risk of replacing the derivative transactions at current market rates in the case of default. To limit counterparty risk,

the Group relies on cross guarantees within the URW Group for its hedging operations.

In case of derivative termination, netting can apply as a result of existing agreements between the Group and its counterparties. The related

amounts of derivative instruments, excluding accrued interest would be €142.6 Mn (December 31, 2021: €76.8 Mn) for assets and €45.4 Mn

(December 31, 2021: €445.5 Mn) for liabilities as at December 31, 2022.

INTEREST RATE RISK

The Group is exposed to interest rate fluctuations on its existing or future variable rate borrowings. The Group’s strategy regarding interest rate

risk is to minimise the impact that changes in rates could have on earnings and cash flow and optimise the overall cost of financing in the medium-

term. In order to implement this strategy, the Group uses notably derivatives (mainly caps and swaps) to hedge its interest rate exposure. The

Group’s market transactions are confined exclusively to those interest hedging activities.

The Group interest rate swaps and caps do not meet the accounting requirements to qualify for hedge accounting treatment. Changes in fair

value have been reflected in the income statement.

Interest benchmark reform one of the reforms mandated by the Financial Stability Board following the financial crisis was to push for benchmark

Inter Bank Offered Rates (IBORs), such as LIBOR and EONIA, to be replaced by new benchmark rates, known as alternative Risk Free Rates (RFRs).

Although new originations of floating rate borrowings in the US use the risk-free SOFR rate as a benchmark, USD LIBOR is still published and

utilized for existing agreements through June 30, 2023. The USD $3,200.0 Mn (€3,000.2 Mn) credit facility continues to allow for borrowings in

USD LIBOR, and since it has zero LIBOR based funding currently outstanding and matures at the end of June 2023, it has not been amended to

replace USD LIBOR with USD SOFR.

The exposures impacted by the IBOR reform as from 31 December 2022 relate to USD LIBOR instruments and amount to $5,600.2 Mn (€5,250.4

Mn, 2021: €6,543.5 Mn) of non-derivative financial liabilities (carrying amounts) and $3,000.0 Mn (€2,812.7 Mn) of derivatives (notional amounts).

The Company analysed the impact. The transition of the IBOR will not have a material impact on the valuation of financial instruments or hedging

relationships and thereby have no material impact on the Company’s total equity and net income as per December 31, 2022.

MEASURING INTEREST RATE RISK

As at December 31, 2022, the measuring interest risk is as follows:

(€Mn)

Financial liabilities

Fixed rate

Variable rate*

Less than 1 year

715.5

1 year to 2 years

1,882.1

234.1

2 years to 3 years

3 years to 4 years

113.4

- 1,458.2

727.8

4 years to 5 years

703.2

More than 5 years

2,653.2

Total

6,067.5

2,420.1

As at December 31, 2021, the measuring interest risk is as follows:

(€Mn)

Financial liabilities

Fixed rate

Variable rate*

Less than 1 year

242.8

1,629.0

1 year to 2 years

35.8

0.0

2 years to 3 years

882.9

204.0

3 years to 4 years

134.5

1,373.2

4 years to 5 years

106.8

685.4

More than 5 years

3,425.7

0.0

Total

4,828.5

3,891.6

The Group does not have a micro-hedging strategy, except when both currency exchange risk and interest rate risk are hedged, which enables it

not to correlate its liquidity risk and interest rate risk management. Consequently, the maturities of the debts and hedging instruments can b e

dissociated, and the outstanding derivatives instruments can hedge a part of the fixed rate debt maturing in the following years.

The interest cost of outstanding debt was hedged at 83% as at December 31, 2022 (December 31, 2021: 65%), through both:

• Debt kept at a fixed rate;

• Hedging in place as part of the Group’s macro hedging policy.

The hedging balance as at December 31, 2022, and December 31, 2021 respectively breaks down as follows:

(€Mn)

Outstanding total as at December 31, 2022

Outstanding total as at December 31, 2021

Fixed rate

Variable rate

(1)

Fixed rate

Variable rate

)

Financial liabilities

(6,067.5)

(2,420.1)

(4,828.5)

(3,891.6)

Financial assets

76.0

50.5

(4)

Financial liabilities before hedging program

(5,991.5)

(2,420.1)

(4,778.0)

(3,891.6)

Micro-hedging

937.6

(937.6)

882.9

(882.9)

Net financial liabilities after micro-hedging

(2)

(5,053.9)

(3,357.7)

(3,895.1)

(4,774.5)

Swap rate hedging

(3)

1,875.1

1,765.8

Net debt not covered by swaps

(1,482.6)

(3,008.7)

Cap and floor hedging

HEDGING BALANCE

(1,482.6)

(3,008.7)

(1) Including index-linked debt.

(2) Partners’ current accounts are not included in variable-rate debt.

(3) Forward hedging instruments are not accounted for in this table.

(4) 2021 was restated to include financial assets, URW NV considered the impact and concluded that the restatement did not have any significant impact on the year ended December 31, 2022.

Based on the estimated average debt position of URW NV in 2022, if interest rates (Libor, Euribor) were to rise by an average of +50 bps

during

2022, the estimated impact on financial expenses would be -€7.4 Mn:

• Dollar financial expenses would increase by -$7.0 Mn (-€6.5 Mn);

• Euro financial expenses would increase by -€0.8 Mn.

In total, a +100 bps increase in interest rates during 2022 would have a net negative impact on financial expenses of -€14.7 Mn:

• Dollar financial expenses would increase by -$14.0 Mn (-€13.0 Mn);

• Euro financial expenses would increase by -€1.7 Mn.

A -50 bps drop in interest rates would reduce the financial expenses by +€7.4 Mn:

• Dollar financial expenses would decrease by +$7.0 Mn (€6.5 Mn);

• Euro financial expenses would decrease by +€0.8 Mn.

FOREIGN EXCHANGE RATE RISK

Regarding exchange rate risk, the Group aims to limit its net exposure to an acceptable level by taking up debt in the same currency, by usin g

derivatives and by buying or selling foreign currencies at spot or forward rates.

The impact on exchange rates due to this theoretical increase of +50 bps in interest rates is not taken into account. The theoretical impact of a rise or decrease i n

interest rates is calculated relative to the applicable rates as at December 31, 2021: 3m Euribor (-0.5%) and 3m USD Libor (0.25%).

MEASURING CURRENCY EXCHANGE RATE EXPOSURE

The Group has activities and investments in US. When converted into euros, the income and value of the Group’s net investment may be

influenced by fluctuations in exchange rates against the euro. The Group’s policy objective is to apply a broadly consistent LTV by currency

allowing it to match part of the foreign currency asset value and income with debt and financial expenses in the same currency, thus reducing

the exchange rate effects on net asset value and earnings. Foreign exchange risk can be hedged by either matching investments in a specific

currency with debt in the same currency or using derivatives to achieve the same risk management goal.

Currency risk during the building period of pipeline investments is covered as early as possible after signing of the actual building contract.

Other monetary assets and liabilities held in currencies other than the euro are managed by ensuring that net exposure is kept to an acceptable

level by buying or selling foreign currencies at spot or forward rates where necessary to address short term balances.

MEASURE OF THE EXPOSURE TO OTHER RISKS AS AT DECEMBER 31, 2022 (€Mn)

Currency

Assets

Liabilities

Net Exposure

Hedging

instruments

Exposure net of

hedges

USD

10,176

(8,856)

1,320

TOTAL

10,176

(8,856)

1,320

MEASURE OF THE EXPOSURE TO OTHER RISKS AS AT DECEMBER 31, 2021 (€MN)

Currency

Assets

Liabilities

Net Exposure

Hedging

instruments

Exposure net of

hedges

USD

10,789

(8,841)

1,949

TOTAL

10,789

(8,841)

1,949

EXPOSURE SENSITIVITY TO CURRENCY EXCHANGE RATE

The main exposure kept is in USD (i.e. a 10% increase of EUR against the USD) would have an impact on shareholders’ equity and the recurring

result as follows:

(€Mn)

December 31, 2022

December 31, 2021

Recurring

result

Gain/(Loss)

Equity

Gain/(Loss)

Recurring

result

Gain/(Loss)

Equity

Gain/(Loss)

Impact of an increase of +10% in the EUR/USD exchange

(7.9)

(120.0)

(9.0)

(177.1)

MANAGEMENT OF OTHER RISKS

The Group, through its activities, may be exposed to market risks which can generate losses as a result of ﬂuctuations in stock markets. The

Group is either (i) directly exposed to fluctuations in stock prices due to the ownership of participations or financial instruments, or, (ii) indirectly

exposed to fluctuations in stock prices, due to the ownership of funds, investment instruments or share based derivatives which are directly

correlated with the price of the asset underlying such derivatives.

The Group may also be exposed to concentration risks on its revenues as well as liquidity. Such risks could generate losses due to bankruptcy of

tenants or banks. This exposure however is limited by a diversified tenant base on the revenue side and a pool of banks utilized for its cash and

cash equivalents.

8.5.2 Credit risk

Credit risk arises from cash and cash equivalents as well as credit exposures with respect to rental customers. Credit risk is managed on a group

level. The Group structures the level of credit risk it accepts by placing limits on its exposure to a single counterparty, or groups of counterparties,

and to geographical and industry segments. Such risks are subject to at least an annual review, and often more frequently. The Group has policies

in place to ensure that rental contracts or renewals are made with customers with sufficient creditworthiness or in case of renewal an appropriate

credit history with the entity. The Group’s tenants may be impacted by COVID-19 depending on the restrictions in place, government support

and their industry.

In the Shopping Centres segment, the risk of insolvency is spread widely across a large number of tenants.

When tenants sign their lease agreements, they are required to provide financial guarantees, such as a deposit, first-demand guarantee or a

surety bond amounting to between three and six months’ rent.

Late payment reminders are automatically issued in respect of late payments and penalties are applied. Such late payments are monitored by a

special “default” Committee in each business segment which decides on the pre-litigation or litigation action to be taken.

The table below includes the gross carrying amounts of financial assets subject to credit risk and the maximum exposure to credit risk of

financial guarantee contracts.

(1) The 2021 amount has been restated to reconcile with the amount included in the statement of financial position, URW NV assess the restated figure and concluded that the restatement did not

have any significant impact due to the fact that the table only represents gross carrying values. The amount previously disclosed in €163.9 Mn.

(2) The amount of €309.3 Mn comprises of €160,5 Mn in stage 3 and 189,8Mn in stage 2.

(3) The amount comprises of stage 3 assets.

For trade receivables the group applies the simplified model in calculating ECLs. Therefore, the Group does not track changes in credit risk, bu t

instead recognises a loss allowance based on lifetime ECLs at each reporting date. For other financial assets subject to credit risk and financia l

guarantee contracts the group applies the general model in calculating ECLs, therefore calculating ECLs over 12 months unless there is a

significant increase in credit risk (in which case the lifetime ECL is calculated).

URW NV ECL policy meets the simplified model of IFRS 9:

• The estimated losses are calculated on tenant’s risk rating, including adjustment to increase the actual YTD bankruptcy rate of the receivables ;

• The rate of estimated loss reflects the best estimation of the expected future losses, on the considered client segment: URW NV respects th e

notion of back testing (comparison is performed with historical rates of losses) and if needed, the rates are adjusted to take into account an y

new trigger event;

• Historical data are reviewed to reflect better the actual situation and integrate the best estimates for the near future.

The Group applies the following rules to calculate the provision for ECL as December 31, 2022:

• Receivables from tenants under bankruptcies proceedings were fully written-off;

• ECL provisions are defined on the basis of an estimated default rate based on a forward-looking approach. This percentage of default may b e

refined by the tenant segment and position of the Shopping Centre in its catchment area. Ultimately, this default is rationalized based on

recent events like tenants bankruptcies in 2022 and also evolution of shop closures in the past quarters;

• This percentage was applied on the amount of receivables from which security deposit and deferred amounts not yet due were deducted.

The table below explains the movements in the loss allowance for trade receivables from activity during the period:

(€Mn)

2022

2021

TRADE RECEIVABLE

Opening loss allowance at 1 January

75.5

73.7

(Reversal)/Addition in loan loss allowance recognised in

profit or loss during the year

(11.5)

18.6

(1)

Receivables written off during the year as uncollectible

(10.7)

(23.0)

(1)

Changes due to FX differences

3.7

6.3

Closing loss allowance at 31 December

)

57.1

75.5

(1) The 2021 figures were restated, URW NV changed the table for disclosure purposes in 2022. URW NV also noted that some accounts were taken into account in the previous year that should hav e

been excluded from the disclosure table. This resulted in a non-material restatement for the current year, the movement in the consolidated statement of comprehensive income disclosed previousl y

was € 40.0 Mn and the amount disclosed as written of during the year was €44.2 Mn.

(2) The gross carrying amount of the trade receivables from activity and the related allowance are presented on a net basis in the balance sheet.

Trade receivables are provided for where there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation o f

recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the group, and a failure to make contractua l

payments for a period of greater than 90 days past due. Impairment losses on trade receivables are presented as net impairment losses within

operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.

URW NV’s provision policy for the general model:

• No material expected credit losses are recognized in relation to Other receivables, Receivables from joint ventures and associates, and cas h

and cash equivalents, nor in relation to financial guarantee contracts for which there is no significant increase in credit risk.

• The expected credit loss for the financial guarantee contract for which there is a significant increase in credit risk, is based on the differenc e

between the guaranteed amount and the Group’s estimate of disposal proceeds for the related investment property in the event of foreclosure .

(€Mn)

2022

2021

Assets subject to

12 month ECL

Assets subject to

Lifetime ECL

Assets subject to

12 month ECL

Assets subject to

Lifetime ECL

Trade receivable from activity

86.3

88.3

(1)

Other receivables

76.9

48.3

Cash and cash equivalents

76.0

50.5

Financial guarantee contracts

379.1

113.1

(3)

417.2

309.3

)

Gross amount at 31 December

532.0

199.4

516.0

397.6

The table below explains the movements in the loss allowance for financial guarantee contracts from activity during the period:

(€Mn)

2022

2021

FINANCIAL GUARANTEE CONTRACTS

Opening loss allowance at 1 January

111.2

92.1

Additions recognized in profit or loss during the period

(1)

11.7

71.2

Used

(2)

(9.2)

Provision released during the year

(75.9)

(4)

(51.1)

(3)

Changes due to FX differences

6.7

8.2

Closing loss allowance at 31 December

(5)

53.8

111.2

(1) The full amount is included under fair value adjustments of derivatives, debts and currency effects (December 31, 2021: -€23.3Mn). There is no amount included in the valuation movements on

assets (December 31, 2021: €47.9Mn).

(2) Represent the amount used by Westfield Sarasota, reference to 2.2.2.

(3) This amount is included under the Result on disposal of investment properties and loss of control.

(4) This amount is included under Result on disposal of investment properties.

(5) Part of the amount is included under other non-current liabilities € 53.8 Mn (2021: €70.2 Mn), the remainder of the balance is included under the borrowings.

8.5.3 Liquidity risk

The Group undertakes active liquidity and funding risk management to enable it to have sufficient funds available. To meet its financial

obligations, working capital and expected committed capital expenditure requirements are periodically and carefully monitored. During the

COVID-19 crisis, the URW Group took immediate steps to preserve its strong liquidity position in light of the uncertain impact of the pandemic.

The Group prepares and monitors rolling forecasts of liquidity requirements on the basis of expected cash flow. URW NV has cross guarantees

with URW SE and the liquidity needs are covered by the available undrawn credit lines at URW Group level. Interest bearing liabilities, and

funding facilities and their maturity profiles, are set out in note 8.3.3.

The following table shows the Group’s contractually agreed interest payments and repayments of the non-derivative financial liabilities,

commitment to non-controlling interests held by URW SE and the derivatives with positive and negative fair values (excluding lease liabilities

and certain current financial liabilities like trade creditors). The commitment to non-controlling interests at fair value of €102.2 Mn is not

included in the below table as the holder has the right to exchange into cash and/or URW stapled shares at any time (see note 8.3.7). Amounts

in foreign currency were translated at the closing rate at the reporting date. The payments of the floating-rate interests have been calculated

on the basis of the last interest rates published on December 31, 2021. Credit lines drawn as at December 31, 2021, are considered as drawn

until maturity.

(€Mn)

Carrying

amount

(1)

Less than 1 year

1 year to 5 years

More than 5 years

December 31,

2022

Interest

Redemption

Interest

Redemption

Interest

Redemption

BONDS, BORROWINGS AND AMOUNTS DUE

TO CREDIT INSTITUTIONS

Bonds and EMTNs

(3,750.2)

(142.2)

(443.9)

(1,640.7)

(883.1)

(2,109.5)

Bank borrowings and other financial

liabilities

(2)

(4,737.4)

(233.2)

(715.5)

(360.4)

(3,478.1)

(1,009.6)

(543.7)

FINANCIAL DERIVATIVES

Derivative financial liabilities

Derivatives without a hedging relationship

(45.4)

(16.9)

(68.0)

(2.6)

Derivative financial assets

Derivatives without a hedging relationship

142.6

27.8

131.3

662.9

COMMITMENT TO NON-CONTROLLING

INTEREST

Commitment to non-controlling interest held

by URW SE

(414.0)

(24.4)

(97.7)

- (30.7)

(414.0)

(1) Corresponds to the amount of principal debt (see note 8.3.3 “Financial debt breakdown and outstanding duration to maturity”). This is excluding lease liabilities for the year ended

December 31, 2022.

(2) Excludes current accounts with non-controlling interests.

8.6 FAIR VALUE OF FINANCIAL INSTRUMENTS PER CATEGORY

FAAC: Financial Asset at Amortised Cost

FAFVOCI: Financial Asset at Fair Value through Other Income

FAFVTPL: Financial Asset at Fair Value Through Profit or Loss

FLAC: Financial Liabilities at Amortised Cost

FLFVTPL: Financial Liabilities at Fair Value Through Profit or Loss

December 31, 2022 (€Mn)

Categories in accordance

with IFRS 9

Amounts recognised in statement of

financial position according to IFRS 9

Fair value

Carrying

Amount

December

31, 2022

Amortised

Cost

Fair value

recognised in

OCI

Fair value

recognised in

profit or loss

ASSETS

Financial assets

FAAC/FAFVTPL

118.2

4.0

114.2

118.2

Derivatives at fair value

FAFVTPL

142.6

Trade receivables from activity

FAAC

86.3

Other receivables

(1)

FAAC

70.6

Cash and cash equivalents

FAAC

76.0

493.7

236.9

- 256.8

493.7

LIABILITIES

Commitment to non-controlling interests

FLAC/FLFVTPL

551.9

505.0

46.9

533.5

Financial debts

FLAC

8,569.2

7,844.8

Derivatives at fair value

FLFVTPL

45.4

Non-current amounts due on investments

FLAC

6.3

Other non-current liabilities

(2)

FLAC

31.4

Amounts due to suppliers and other current debt

(3)

FLAC

168.5

9,372.7

9,280.4

- 92.3 8,629. 8

(1) Excluding prepaid expenses, service charges due and tax receivables.

(2) Expected credit loss provisions for financial guarantees are excluded.

(3) Excluding deferred income, service charges billed and tax liabilities.

December 31, 2021 (€Mn)

Categories in accordance

with IFRS 9

Amounts recognised in statement of

financial position according to IFRS 9

Fair value

Carrying

Amount

December

31, 2021

Amortised

Cost

Fair value

recognised in

OCI

Fair value

recognised in

profit or loss

ASSETS

Financial assets

FAAC/FAFVTPL

116.7

2.2

114.5

116.7

Derivatives at fair value

FAFVTPL

76.8

Trade receivables from activity

FAAC

88.3

Other receivables

(1)

FAAC

44.0

Cash and cash equivalents

FAAC

50.5

376.3

185.0

- 191.3

376.3

LIABILITIES

Commitment to non-controlling interests

FLAC/FLFVTPL

555.8

453.6

- 102.2

599.1

(4)

Financial debts

FLAC

8,791.8

- 8,806. 9

Derivatives at fair value

FLFVTPL

445.5

Non-current amounts due on investments

FLAC

6.3

Other non-current liabilities

(2)

FLAC

32.6

Amounts due to suppliers and other current debt

(3)

FLAC

156.8

9,988.8

9,441.1

- 547.7 10,047. 2

(1) Excluding prepaid expenses, service charges due and tax receivables.

(2) Expected credit loss provisions for financial guarantees are excluded.

(3) Excluding deferred income, service charges billed and tax liabilities.

(4) The amount was restated in 2021 from € 615.5 Mn, URW NV considered the impact and concluded that the restatement did not have any significant impact.

“Trade receivables from activity”, “Other receivables”, “Cash and cash equivalents” and “Amounts due to suppliers and other current debt”

mainly have short-term maturity. Consequently, their carrying amounts at the reporting date approximate the fair value. The fair value of the

financial assets approximates the carrying value, because the carrying value takes into account the expected credit loss. The fair value of the

non-current amounts due on investments and other non-current liabilities approximates the carrying value.

The fair value of financial assets is determined based on relevant market yields to underlying expected future cash flows. A main assumption

applied is the market yield of 10.7% (2021: 6.0%) applied for discounting expected future cash flows. A change of 50 basis points to this market

yield would not result in a significant change in the fair value.

The fair value of the Company’s financial debt is determined using a discounted cash flow (DCF) method. Under the DCF method, fair value is

estimated using assumptions regarding projections of cash flows and appropriate market-derived interest rate to discount future cash flows at

the end of the reporting rate (categorized within level 2 of the fair value hierarchy).

The fair value of commitments to non-controlling interest is determined by applying relevant earnings yield to the underlying net income of the

relevant securities (categorized within level 3 of the fair value hierarchy).

The commitment to non-controlling interests as at December 31, 2022, relate to the preference shares in USA Acquisitions Inc. which is valued

at amortised cost. The fair value of these preference shares is €486.6 Mn.

A part (€250.0 Mn) of the interest-bearing loan of €793.7 Mn with URW SE previously included in financial debt was converted on December 31,

2022, into a capital security with a maturity in 99 years and limited default opportunities. After conversion, it qualifies as equity with the

exception of the amount due on this instrument, which is initially measured at fair value (€0.3 Mn as at December 31, 2022), and subsequently

at amortised cost using the effective interest method.

8.6.1 Fair value hierarchy of financial assets and liabilities

IFRS 13 establishes a hierarchy of valuation techniques for financial instruments. The following categories are identified:

• level 1: financial instruments quoted in an active market;

• level 2: financial instruments whose fair value is evidenced by comparison with other observable current market transactions in the same

instrument (i.e. without modification or repackaging) or based on a valuation technique whose variables include only data from observable

markets. Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices)

or indirectly (i.e. derived from prices);

• level 3: financial instruments whose fair value is determined in whole or in part using a valuation technique based on assumptions that are

not supported by prices from observable current market transactions in the same instrument (i.e. without modification or repackaging) and

not based on available observable market data.

The COVID-19 pandemic has no impact on the methodology applied.

The chart below presents the fair value breakdown among the three hierarchical levels defined by IFRS 13.

(€Mn)

Fair value measurement as at December 31, 2022

Total

Level 1

Level 2

Level 3

ASSETS

Fair value through profit or loss

Derivatives

142.6

Financial assets

114.2

TOTAL

256.8

142.6

114.2

LIABILITIES

Fair value through profit or loss

Commitment to non-controlling interests

46.9

Derivatives

45.4

TOTAL

92.4

45.4

46.9

(€Mn)

Fair value measurement as at December 31, 2021

Total

Level 1

Level 2

Level 3

ASSETS

Fair value through profit or loss

Derivatives

76.8

Financial assets

114.5

TOTAL

191.3

76.8

114.5

LIABILITIES

Fair value through profit or loss

Commitment to non-controlling interests

102.2

Derivatives

445.5

TOTAL

547.7

445.5

102.2

The Group enters into derivative financial instruments with URW SE in 2022, with investment grade credit ratings. Interest rate swaps and foreign

exchange forward contracts are valued using valuation techniques, which employ the use of market observable inputs. The most frequently

applied valuation techniques include forward pricing and swap models using present value calculations. The models incorporate various inputs

including the credit quality of counterparties, foreign exchange spot and forward rates, yield curves of the respective currencies, currency basis

spreads between the respective currencies, interest rate curves and forward rate curves of the underlying commodity. As at December 31, 2022,

the marked-to-market value of other derivative asset positions is net of a credit valuation adjustment attributable to derivative counterparty

default risk.

RECONCILIATION OF FAIR VALUE MEASUREMENT OF LEVEL 3 FINANCIAL ASSETS AND LIABILITIES

(€Mn)

Financial assets

Commitment to

non-controlling interest

December 31, 2020

0.1

101.0

Fair value movements in P&L

114.5

(6.8)

Currency translation

8.1

December 31, 2021

114.6

102.2

Fair value movements in P&L

(7.5)

(64.2)

Currency translation

7.1

8.9

December 31, 2022

114.2

46.9

As at December 31, 2022, an increment of 1% to the respective quoted market price or the gross market value of the asset would result in an

increase in fair value or additional loss by €0.9 Mn in non-controlling interest. Similarly, a decrement of 1% would result in a decrease in fair

value or additional gain by €0.9 Mn in non-controlling interest.

9NOTE 9 ● TAXES

9.1 ACCOUNTING PRINCIPLES

9.1.1 Income tax expenses

The Group companies are taxable according to the tax rules of their country. In both countries in which the group operates, special tax regimes

for (public) real estate companies exist. For many companies of the Group, eligible for such regimes, it has been opted for to use those specific

regimes.

Calculation of income tax expenses is based on local rules and rates.

9.1.2 Deferred tax

Deferred taxes are recognised in respect of all temporary differences between the carrying amount and tax base of assets and liabilities at

each financial year-end.

Deferred tax assets or liabilities are calculated based on total temporary differences and on tax losses carried forward, using the local tax rate

that will apply on the expected reversal date of the concerned differences, if this rate has been set. Otherwise, they are calculated using the

applicable tax rate in effect at the financial year-end date. Within a given fiscal entity or group and for a given tax rate, debit balances are

booked to assets for the amount expected to be recoverable over a foreseeable period. A deferred tax asset is recognised only to the extent

that it is probable that future taxable profits will be available against which the temporary difference can be used.

Deferred tax liabilities on properties refer to:

• for companies not using special tax regimes for real estate companies: all temporary differences between the carrying amount and tax

base of assets and liabilities at each financial year-end.

• for companies using special tax regimes for real estate companies: tax amounts to be paid in case of capital gains on property sales, based

on the structure of URW NV in its current form and under current legislation.

9.1.3 Tax regime US – US REIT

The Group has elected to apply the REIT regime for the main part of its US portfolio. Like in other REIT regimes, there’s an asset test (75%) along

with various securities ownership limits, and in addition there is a combined income test: at least 75% of the gross income must be derived from

real estate property rental or from interest on mortgages on real estate property, whereas at least 95% of the gross income must come from a

combination of real estate related sources and passive sources, such as dividends and interest. US law requires the REIT to annually distribute at

least 90% of its ordinary taxable income.

9.2 INCOME TAX EXPENSES

(€Mn)

2022

2021

Recurring deferred and current tax on:

• Other recurring results

(1.2)

(1.8)

Total recurring tax

(1.2)

(1.8)

Non-recurring deferred and current tax on:

• Change in fair value of investment properties and impairment of intangible assets

17.7

55.0

• Other non-recurring results

(4.8)

21.0

Total non-recurring tax

12.9

76.0

TOTAL TAX INCOME/(EXPENSE)

11.7

74.2

As a result of a change in the percentage to be used further to the shareholders’ base of the Group, as well as the impairment of the Westfield

trademark, the total The total tax amount was positively impacted by the impairment of the Westfield trademark, partly off-set by taxes due

on activities which do not qualify for the exemption from taxes based on a REIT-regime. Also refer to note 9.3.

(€Mn)

2022

2021

Current tax

(6.2)

18.8

Deferred tax

17.9

55.4

TOTAL TAX

11.7

74.2

In the reconciliation of the effective tax rate, starting point is the expected tax based on the weighted average in line with the composition of

the total result (US and the Netherlands respectively). Due to a change in that composition, the average tax rate used will change from year to

year.

(€Mn)

2022

2021

Reconciliation of effective tax rate

Result before tax

(245.4)

(970.3)

Income tax using the average tax rate

26.3%

64.6

26.0%

252.0

Tax exempt profits (REIT- regimes)

36.7%

90.1

(0.3%)

(2.5)

Non-deductible costs

(0.0%)

(0.1)

(0.4%)

(4.0)

Effect of non-recognized tax losses

(33.7%)

(82.7)

(7.2%)

(69.6)

Share of result of companies accounted for using the

equity method

(23.7%)

(58.1)

(10.4%)

(100.8)

Effect of tax provisions

(0.8%)

(2.1)

Other

(0.1%)

(0.9)

TOTAL TAX

4.8%

11.7

7.6%

74.2

The Company qualifies as a FII (Fiscal Investment Institution, in Dutch: Fiscale Beleggings Instelling) for the corporate income tax in the

Netherlands in accordance with section 28 of the Dutch ‘Wet op de vennootschapsbelasting 1969’. The corporate tax rate of a FII is 0% in the

Netherlands.

9.3 DEFERRED TAXES

2022 CHANGE

(€Mn)

December 31,

2021

Decrease/Increase

Reclassification

Currency translation

December 31, 2022

Deferred tax on investment properties

(53.2)

(1.6)

(3.3)

(58.1)

Deferred tax on intangible assets

(68.3)

19.4

(4.5)

(53.4)

TOTAL DEFERRED TAX LIABILITIES

(121.5)

17.7

(7.7)

(111.5)

Other deferred tax assets

0.4

0.2

0.6

TOTAL DEFERRED TAX ASSETS

0.4

0.2

0.6

2021 CHANGE

(€Mn)

December 31,

2020

Decrease/Increase

Reclassification

Currency translation

December 31, 2021

Deferred tax on investment properties

(90.0)

42.5

(5.6)

(53.2)

Deferred tax on intangible assets

(75.2)

12.6

(5.8)

(68.3)

TOTAL DEFERRED TAX LIABILITIES

(165.2)

55.1

(11.4)

(121.5)

Other deferred tax assets

0.0

0.4

TOTAL DEFERRED TAX ASSETS

0.0

0.4

UNRECOGNIZED DEFERRED TAX ASSETS

The table below presents the tax basis on which no deferred tax assets were recognized:

(€Mn)

December 31, 2022

December 31, 2021

Tax loss carry-forwards not recognized

927.5

454.2

TOTAL UNRECOGNIZED TAX- BASIS

927.5

454.2

DETAIL OF UNRECOGNIZED TAX LOSSES AT THE END OF 2022 INTO FINAL YEAR OF USE

(€Mn)

December 31, 2022

December 31, 2021

2023

2024

8.1

7.6

2025

2026

2027

Unlimited

919.5

446.6

TOTAL

927.5

454.2

Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available to

be offset against these assets.

10NOTE 10 ● PROVISIONS

The determination of the number of provisions for liabilities and charges requires the use of estimates, assumptions and judgment of the

management based on information available or situations prevalent at the date of preparation of the accounts, information and situation which

may vary from subsequent actual events, as well as on the basis of estimated conditions at a given date.

(€Mn)

December 31, 2021

Allocations

Reversals used

Reversals not used

Currency translation

December 31, 2022

Non-current provisions

31.4

1.7

1.9

35.0

Current provisions

2.0

(0.7)

0.1

1.4

Total

33.4

1.7

(0.7)

2.0

36.4

As at December 31, 2022, the non-current provisions amounted €35.0 Mn (December 31, 2021: €31.7 Mn) and mainly relate to an estimate for

potential payments due to third parties in case of future sale of investment properties.

11NOTE 11 ● OTHER CURRENT LIABILITIES

Other current liabilities breakdown as follows:

(€Mn)

December 31, 2022

December 31, 2021

Tax and social liabilities

(1)

196.5

174.7

Other liabilities

(2)

40.1

53.3

TOTAL OTHER CURRENT LIABILITIES

236.7

228.0

(1) Within the tax and social liabilities, an amount of €157.8 Mn (December 31, 2021: 141.2 Mn) relates to the current tax liability.

(2) Other liabilities mainly include prepaid income and other liabilities.

As at December 31, 2022, the Tax and social liabilities mainly relate to the expected value of several additional payments still to be done in

relation to past activities.

12NOTE 12 ● AMOUNTS DUE ON INVESTMENTS

As at December 31, 2022, the non-current amounts due on investments are €6.3 Mn (December 31, 2021: €6.3 Mn) and the current amounts due

on investments are €38.0 Mn (December 31, 2021: €43.4 Mn). The current amounts due on investments relates to payables on projects of Westfield

World Trade Centre €10.1 Mn (December 31, 2021: €19.3 Mn) and Westfield Century City €12.5 Mn (December 31, 2021: €6.0 Mn). Remaining

amounts relate to several projects.

13NOTE 13 ● EMPLOYEE REMUNERATION AND BENEFITS

13.1 ACCOUNTING PRINCIPLES

Under IAS 19, a company must recognise all commitments made to its employees (i.e. current or future, formal or informal, cash payments or

payments in kind). The cost of employee benefits must be recorded during the vesting period.

POST-EMPLOYMENT BENEFITS

Pension schemes may be defined contribution or defined benefit schemes. The Group only has defined contribution plans.

Under defined contribution schemes, the employer only pays a contribution, with no commitment from the Group regarding the level of benefits

to be provided. The contributions paid are booked as expenses for the year.

SHARE BASED PAYMENTS

Under IFRS 2, all transactions relating to share-based payments must be recognized in the income statement. This is the case for the Group

Stock Option Plan and Performance Shares Plan.

Stock options granted to employees are stated at their fair value on the date of allocation. As the transactions are equity-settled share-based

payments, this value remains unchanged, even if the options are never exercised. The value applied to the number of options finally exercised

at the end of the vesting period (estimation of the turnover) is booked as an expense, with a corresponding increase in equity which is spread

over the vesting period (i.e. the period during which employees must work for the Company before they can exercise the options granted to

them).

The stock options and performance shares, all subject to performance condition, have been valued using a Monte Carlo model.

The additional expenses incurred by the Stock Option Plans and Performance Shares Plans are classified under personnel expenses.

13.2 HEADCOUNT

The average number of employees of the Group’s companies breaks down as follows:

Regions

2022

2021

United States

533

638

The Netherlands

TOTAL

538

643

13.3 PERSONNEL COSTS

(€Mn)

2022

2021

(1)

Fixed income

68.1

63.2

Short-Term Incentive

18.9

16.0

Long-Term incentive

3.2

Other benefits

8.8

10.2

TOTAL

99.0

92.6

1) URW NV restated the 2021 figures from a total amount of €156.4 Mn disclosed under Head and regional office personnel cost to a breakdown in the current year. Additionally, after URW NV performed

the restatement, we noticed that the amount disclosed last year included more account than just personnel cost. Therefore, URW NV reconsidered the amounts to be disclosed in 2022 and align the

2021 figures. The net effect on the consolidated income statement and consolidated equity statement is zero, therefore URW NV considered this as a non-significant adjustment.

13.4 EMPLOYEE BENEFITS

13.4.1 Share-based payments

STOCK OPTION PLANS

There is currently one plan for Stock Options (“SO”) granted to corporate officers and employees of the Group SO may be exercised at any time,

in one or more instalments, as from the 3

anniversary of the date of their allocation.

The stock option plan has an external performance condition (TSR) based on the Group’s share price performance, a Corporate Social

Responsibility (ESG) condition (external and internal) and an Adjusted Recurring Earnings per Share (AREPS).

The weight of the performance conditions for the SO plan granted in May 2022 is 45% for TSR (35% relative and 10% absolute), 35% for AREPS,

10% for executive gender parity and 10% for greenhouse gas reduction (20% CSR in total).

Stock options are accounted for in accordance with IFRS 2. The performance-related stock-options allocated in May 2022 were valued at €1,35

for those with a relative TSR condition, at €1.26 for those with an absolute TSR condition and at €1.51 for those with non-market performance

conditions (i.e. AREPS and CSR), using a Monte Carlo model. This valuation is based on an initial exercise price of €66.68, the share price at the

date of allocation of €52.68, a vesting period of three years, an estimated duration of 3.7 years, a market volatility of 23.99%, a dividend

assumption for 2023, 2024, 2025 and 2026, a risk-free interest rate of -0.20 % and a volatility of the reference composite index of 14.61% with a

correlation reference composite index/URW of 75.23%.

195,398 (2021: 187,583) SO have been allocated to employees of URW NV in March 2022. The expense recorded in the consolidated statement of

comprehensive income (corporate expenses) in relation to stock options is €206k (2021: €600k).

The table below shows URW NV allocated SO which were not exercised on December 31, 2022:

Plan

Exercise period

(1)

Adjusted

subscription

price (€)

(2)

Number of

options

granted

Adjustments

in number of

options

(2)

Number of

options

cancelled

Number of

options

exercised

Potential

additional

number of

(3)

2022 plan

From 10/03/2025 to

08/03/2030

66.68

195,398

6,711

188,687

2021 plan

From 18/05/2024 to

19/05/2029

69.41

187,583

34,060

153,523

2020 plan

From 22/03/2023 to

21/03/2028

92.03

182,146

46,956

135,190

2019 plan

From 20/03/2022 to

19/03/2027

144.55

145,338

38,145

107,193

TOTAL

710,465

- 125,872

584,593

(1) Under assumption that the performance and presence conditions are satisfied. If the first day of the exercise period is a non-business day, the retained date will be the next business day. If the

end of the exercise period is a non-business day, the retained date will be the first preceding business day.

(2) Adjustments reflect distribution paid from retained earnings.

(3) All the options are subject to performance condition.

The table below shows the number and weighted average exercise prices of stock options:

2022

2021

Number

Weighted average

price (€)

Number

Weighted average

price (€)

Outstanding at the beginning of the period

426,725

96.31

255,605

116.90

Allocated over the period

195,398

66.68

187,583

69.41

Cancelled over the period

(37,530)

78.68

(16,463)

110.00

Exercised over the period

n/a

Average share price on date of exercise

n/a

Outstanding at the end of the period

584,593

87.54

426,725

96.31

Of which exercisable at the end of the period

(1)

(107,193)

n/a

(1) The right to exercise is subject to meeting the following performance condition: the overall market performance of URW NV must be higher in percentage terms than the performance of the EPRA

reference index over the reference period.

PERFORMANCE SHARE PLAN

Performance shares are vesting on the 3rd anniversary of the grant.

They are also subject to external and internal performance conditions. The weight of the performance conditions for the PS plan granted in

March 2022 is also 45% for TSR (35% relative and 10% absolute), 35% for AREPS, 10% executive gender parity and 10% for greenhouse gas reduction

(20% CSR in total).

Performance shares are accounted for in accordance with IFRS 2. The awards allocated in March 2022 were valued at €16.05 for those with a

relative TSR condition, at €9.67 for those with an absolute TSR condition and at €41.16 for those with non-market conditions (i.e. AREPS and CSR),

using a Monte Carlo model.

This valuation is based on the share price at the date of allocation of €52.68, a vesting period of three years, a market volatility of 26.03%, a

volatility of the reference composite index of 15.29% with a correlation reference composite index/URW of 77.18%, a dividend assumption for

2023, 2024 and 2025, and a risk-free interest rate of -0.28%.

143,298 (2021:73,393) PS have been allocated to employees of URW NV in March 2022. The expense recorded in the consolidated statement of

comprehensive income (corporate expenses) in relation to performance shares is €3.1 Mn (2021: 2.5Mn).

Starting date of the vesting period

(1)

Number of performance

shares allocated

Number of performance

shares cancelled

Number of performance

shares acquired

Potential additional

number of shares

(2)

March 8, 2022

143,298

4,459

138,839

May 18, 2021

73,393

13,324

60,069

March 21, 2020

100,698

25,961

74,737

March 19, 2019

33,422

24,947

8,475

TOTAL

350,811

68,691

8,475

273,645

(1) Vesting period is three years – no mandatory holding period is applied after vesting date.

(2) The acquisition of the shares is subject to performance condition.

13.4.2 Remuneration of Key Management and the Supervisory Board

REMUNERATION OF KEY MANAGEMENT

(K€) Paid in:

2022

2021

Fixed Income

3,467

3,102

Short-Term Incentive

2,634

2,823

Pension

(1)

168

140

Other benefits

(2)

602

1,054

Share-based payment

1,513

1,138

(3)

TOTAL

8,384

8,258

(1) include Supplementary Contribution Scheme.

(2) relate to Group life and health insurance, cost of living and car allowances.

(3) 2021 was restated to include share-based payments in the overview of the remuneration of key management.

Starting 2021, key management of URW NV can be identified as the US Leadership Team (“USLT”) which consists of 7 persons (including MB

member Dominic Lowe) together with the Management Board.

The main difference in remuneration of Key Management between 2021 and 2022 is caused by the end of Mr. Jean-Marie Tritant’s tax equalization

with the US in 2022.

In 2022, the Management Board members and USLT were awarded a total of 73,219 stock options, all of which were subject to performance

condition, along with 62,116 Performance Shares representing €1.513 Mn.

For the remuneration of the individual members of the Management Board see section 2.3.3 of the Annual Report.

REMUNERATION OF THE SUPERVISORY BOARD

The remuneration of the Supervisory Board amounts to €260,500 (2021: €239,417) for the 2022 financial year. For the remuneration of the

individual members of the Supervisory Board see section 2.2.1 of the Annual Report.

LOANS OR GUARANTEES GRANTED TO DIRECTORS

None.

TRANSACTIONS INVOLVING DIRECTORS

None.

14NOTE 14 ● SHARE CAPITAL AND DIVIDENDS

14.1 CAPITAL MANAGEMENT

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for

shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

Under the supervision of the CFO, the capital management goals are managed in line with the URW Group perspective also meet all tax

requirements applicable throughout the Group.

In order to maintain or adjust the capital structure, the Group may issue new debt or buy back existing outstanding debt, comply with capital

requirements of relevant regulatory authorities, adjust the amount of dividends paid to shareholders (subject to FII requirements in the

Netherlands), return capital to shareholders or sell assets to reduce debt.

14.2 NUMBER OF SHARES

ACCOUNTING PRINCIPLES

The Class A shares of URW NV are stapled with the shares in URW SE (Stapled shares). As a consequence of the Stapled structure the exercise

of the convertible bonds (ORNANE and ORA) and stock options plans, performance shares of URW SE, will also have a dilutive impact on the

shares of URW NV (with a share issuance at that time).

The Earnings Per Share indicator is calculated by dividing net result for the period attributable to the shareholders of URW NV by the weighted

average number of ordinary shares in circulation over the period.

To calculate diluted Earnings Per Share, the average number of shares in circulation is adjusted to take into account the conversion of all

potentially dilutive ordinary shares, in particular stock options and performance shares during the vesting period, as well as the bonds

redeemable for shares (ORA) and the net share settled bonds convertible into new and/or existing shares (ORNANE) initially issued by URW SE.

The dilutive impact is determined using the treasury stock method, which assumes that proceeds from the exercise of options are used to

repurchase Company shares at their market value. The market value corresponds to the average monthly share price weighted by trading

volumes. The theoretical number of shares that may be purchased at the market value is deducted from the total number of shares resulting

from the exercise of rights. This number is then added to the average number of shares in circulation and hence constitutes the denominator.

CHANGE IN SHARE CAPITAL

Total number of issued and

paid shares

As at December 31, 2020

231,720,700

Capital increase Class A shares

47,976

Capital increase reserved for URW Group Savings Plan

74,055

As at December 31, 2021

231,842,731

Capital increase Class A shares

66,931

Capital increase reserved for URW Group Savings Plan

105,741

As at December 31, 2022

232,015,403

The authorised share capital as at December 31, 2022, amounts to €550 Mn divided over 660 million ordinary class A shares and 440 million class

B shares of €0.5 per share.

The issued and paid-up share capital amounts to €116.0 Mn, formed by 138,767,088 ordinary A shares and 93,248,315 ordinary B shares as at

December 31, 2022. All class B shares are held by URW SE. Class A and B shares are shares carrying one vote per share and ordinary dividend

rights.

The Class A shares are stapled with the shares in URW SE (stapled shares). As a consequence of the Stapled structure the exercise of the

convertible bonds (ORNANE and ORA financial instruments issued by URW SE) and stock options plans, performance shares of URW SE will also

have a dilutive impact on the shares of URW NV (with a share issuance at that time).

AVERAGE NUMBER OF SHARES DILUTED AND UNDILUTED

2022

2021

Average number of shares (undiluted)

231,965,297

231,793,341

Dilutive impact

Attributed performance shares (unvested)

(1)

733,332

418,750

Potential shares via ORNANE

1,225,243

AVERAGE NUMBER OF SHARES (DILUTED)

232,698,629

233,437,334

(1) Correspond only to shares or stock options and attributed performance shares which are in the money and for which the performance conditions are fulfilled.

U NIBAIL-RODAMCO-WESTFIELD SE STOCK OPTIONS AND PERFORMANCE NOT EXERCISED AT THE PERIOD-END

The URW SE stock options and performance shares not exercised at the period-end have a dilutive impact on the Class A shares due to the stapling

of the shares of URW SE and URW NV. The table below shows the URW SE allocated stock options and performance shares not exercised at the

period-end:

The table below shows URW SE allocated stock options not exercised at the period-end:

Plan

Exercise period

(1)

Adjusted

subscription

price (€)

(2)

Number of

options granted

Adjustments

in number of

options

(2)

Number of

options

cancelled

Number of

options

exercised

Potential

additional

number of

(3)

2015

From 04/03/2019 to

03/03/2022

256.81

615,860

- 615.860

2015

from 05/09/2019 to

04/09/2022

238.33

7,225

- 7,225

2015 plan (n°8)

2016

from 09/03/2020 to

08/03/2023

227.24

611,608

- 207,201 1,913

402,494

2017

from 08/03/2021 to

07/03/2024

218.47

611,611

- 179,791 - 431,820

2018 plan (n°9)

2018

From 06/03/2022 to

05/03/2025

190.09

630,135

- 171,972 - 458,163

2019 plan (n°10)

2019

From 20/03/2022 to

19/03/2026

144.55

748,372

- 195,872 - 552,500

2020 plan (n°11)

2020

From 22/03/2023 to

21/03/2027

92.03

885,291

- 231,793 - 653,498

2021 plan (n°12)

2021

From 19/05/2024 to

18/05/2029

69.41

950,295

- 136,628 - 813,667

2022 plan (n°13)

2022

From 09/03/2025 to

08/03/2030

66,68

1,217,386

TOTAL

6,277,783

- 105,581

- 1,851,923

1,913

- 1,111,80 5

4,423,94 7

(1) Under assumption that the performance and presence conditions are satisfied. If the first day of the exercise period is a non-business day, the retained date will be the next business day. If the

end of the exercise period is a non-business day, the retained date will be the first preceding business day.

(2) Adjustments reflect distribution paid from retained earnings.

(3) All the options are subject to performance condition.

The table below shows URW SE allocated performance shares not exercised at the period-end:

Starting date of the vesting period

(1)

Number of performance

shares allocated

Number of performance

shares cancelled

Number of performance

shares acquired

Potential additional

number of shares

(2)

March 2020

489,440

127,896

361,544

May 2021

371,846

53,693

318,153

March 2022

808,872

56,635

752,237

TOTAL

1,670,158

238,224

1,431,934

(1) For French tax residents: a minimum vesting period of three years, and a minimum holding period of two years once vested; for non-French tax residents: a minimum vesting period of four years

without any requirement to hold the shares.

(2) The acquisition of the shares is subject to performance condition.

14.3 SHARE PREMIUM

Share premium is paid up share capital in excess of nominal value. The amount of share premium is €2,243.3 Mn as at December 31, 2022

(December 31, 2021: €2,243.3 Mn).

14.4 DIVIDENDS

No dividends were declared or paid during the reporting period.

14.5 CAPITAL SECURITIES

The amount of capital securities is €1,501.3 Mn as at December 31, 2022 (December 31, 2021: €1,251.4 Mn).

15NOTE 15 ● OFF-BALANCE SHEET COMMITMENTS AND CONTINGENT LIABILITIES

All significant commitments are shown below. The Group does not have any complex commitments.

15.1 COMMITMENTS GIVEN

Commitments given (€Mn)

Description

Maturities

December 31,

2022

December 31,

2021

1a) Commitments related to Group financing – Commitments given by fully consolidated entities

428.1

842.7

Financial guarantees given

• Mortgages and first lien lenders

2026

113.4

484.1

Financial guarantees given

• Guarantees relating to entities under equity method

or not consolidated⁽¹⁾

2025

314.7

358.6

1b) Commitments related to Group financing – Commitments given by entity under equity method

995.1

1,062.7

Non - Financial guarantees given

• Mortgages and first lien lenders⁽

⁾

2023 to 2026

995.1

1,062.7

2a) Commitments related to Group operational activities – Fully consolidated

1.6

10.5

• Residual commitments for works contracts and

forward purchase agreements

0.3

• Rental of premises and equipment (lease payable)

2023+

1.6

10.2

2b) Commitments related to Group operational activities – Entity under equity method

18.9

27.2

• Residual commitments for works contracts and

forward purchase agreements

2023+

17.8

26.1

• Rental of premises and equipment (lease payable)

2023+

1.1

TOTAL COMMITMENTS GIVEN

1,443.8

1,943.1

(1) Corresponds to guarantees provided by the Group in the US relating to associates under equity method or entities under foreclosure.

(2) The outstanding balances at the reporting date of the debts and drawn credit lines which are secured by mortgages.

For the expected credit loss on financial guarantees recognized in 2022, reference is made to note 8.5.2.

COMMITMENTS RELATING TO GROUP FINANCING

Westfield America Limited Partnership, Urban Shopping Centres and Westfield Growth have guaranteed loans entered into by joint-ventures for

a portion of the principal amount of the loans greater than their stake in the joint-ventures. The Group as one of the General Partners of Urban

Shopping Centers has committed to maintain and allocate to Urban’s minority limited partners a certain amount of qualified non-recourse debt.

In 2000, Westfield America Limited Partnership, Urban Shopping Centres L.P and Westfield Growth LP have guaranteed loans entered into by

joint ventures for a portion of the principal amount of the loans greater than their stake in the joint ventures.

The Group as one of the General Partners of Head Acquisition, LP (the general partner of Urban Shopping Centers, L.P.) has committed to

maintain and allocate to Urban’s minority limited partners a certain amount of qualified non-recourse mortgage debt.

As a result of such debt maintenance obligations, which are subject to indemnification, certain subsidiaries of the Group may be required to

incur non-recourse financing on some of the assets that are held by Urban Shopping Centers, L.P., irrespective of the Group’s liquidity needs or

alternative sources of funding.

15.2 COMMITMENTS RECEIVED

Commitments received (€Mn)

Description

Maturities

December 31,

2022

December 31,

2021

1) Commitments related to Group financing

Financial guarantees received

• Refinancing agreements obtained but not used

2023+

2,988.3

2,813.3

2a) Commitments related to Group operational activities – Fully consolidated

Other contractual commitments received related to operations

• Future minimal rents

2023+

1,027.9

1,165.1

2a) Commitments related to Group operational activities – Entity under equity method

Other contractual commitments received related to operations

• Future minimal rents

2023+

1,167.9

1,235.8

TOTAL COMMITMENTS RECEIVED

5,184.2

5,214.3

15.3 CONTINGENT LIABILITIES

The Group's obligation with respect to performance guarantees amounted €15.8 Mn (December 31, 2021: €16.9 Mn) which include both

consolidated and equity accounted contingent liabilities and may be called on at any time dependent upon the performance or non-performance

of certain third parties.

Since June 28, 2018, URW SE and URW NV have implemented cross guarantees. The Company, as part of the “Unibail-Rodamco-Westfield

Guarantors” has jointly and severally agreed to guarantee the payment of all sums payable from time to time under the outstanding guaranteed

senior notes issued by certain subsidiaries of the former Westfield Corporation (WEA Finance LLC, Westfield UK & Europe Finance PLC and WFD

Trust).

The expected credit loss on the financial guarantees is insignificant.

15.4 NON-CONTROLLING INTERESTS

The net comprehensive income for the period attributable to external non-controlling interests is -€90.0 Mn (2021: -€116.4

(1)

Mn). The non-

controlling interests amounted to -€250.5 Mn as per December 31, 2022, (December 31, 2021: -€160.5

(1)

Mn) of which 9.046%

(1)

is held by the

related party entity URW SE and 0.2% by third parties. The 9.046% is split between common shares and redeemable preference shares/units

disclosed in note 7.4.

1) This amount was restated due to the error on the calculation of non-controlling interest, refer to correction of error below.

CORRECTION OF ERROR:

For the year ended December 31, 2022, URW NV discovered a mathematical error in the accounting of the allocation of non-controlling interest

indirectly held by URW SE in URW WEA LLC. This indirect investment in URW WEA LCC is held by URW SE in a direct investment in WHL USA

Acquisitions, Inc. Both URW NV and URW SE hold a percentage in Common and Preferred shares WHL USA Acquisitions Inc, who itself owns an

indirect holding in WEA Holdings LLC. From 2019 until June 30, 2022 the allocation of the result of WEA Holdings LLC related to the non-controlling

interest was accounted for at 1.958%, while the allocation of the results should have been accounted for at 9.047%. This resulted in a material

misstatement in the annual report for the year ended December 31, 2021. The adjustment does not influence the accounting of the share URW

SE holds in the redeemable preference shares in WHL USA Acquisitions.

The figures for the year ended December 31, 2021, and the opening balance of 2021 are restated and the effects of 2020 and earlier are included

as an opening balance adjustment in 2021. The error has been corrected by restating each of the affected financial statement line items for the

prior periods as follows:

Balance sheet (€Mn)

December 31,

2021

Increase/

(Decrease)

December 31,

2021

Restated

December

31, 2020

Increase/

(Decrease)

January 1,

2021

Restated

Shareholders' equity (Owners of Unibail-Rodamco-Westfield

N.V. shares)

593.2

184.1

777.2

791.6

82.4

874.0

Consolidated reserves

(2,242.6)

82.7

(2,159.9)

126.6

(91.9)

34.7

Foreign currency translation reserves

104.0

10.8

114.8

(76.6)

0.3

(76.9)

Consolidated result

(878.8)

90.6

(788.2)

(2,369.1)

174.6

(2,194.5)

Equity attributable to the owners of Unibail-Rodamco-

Westfield N.V.

593.2

184.1

777.2

791.6

82.4

874.0

Non-controlling interests

23.6

(184.1)

(160.5)

38.2

(82.4)

(44.1)

Consolidated statement of comprehensive income (€Mn)

2021

Published

Profit increase/

(decrease)

2021

Restated

Net result for the period attributable to:

Owners of Unibail-Rodamco-Westfield N.V. shares

(878.8)

90.6

(788.2)

Non-controlling interests

(17.3)

(90.6)

(107.9)

NET RESULT FOR THE PERIOD

(896.1)

Average numbers of shares (undiluted)

231,793,341

Net result of the period

(Owners of Unibail-Rodamco-Westfield N.V.)

(878.8)

90.6

(788.2)

Net result for the period per share

(Owners of Unibail-Rodamco-Westfield N.V.) (€)

(3.79)

0.39

(3.40)

Average numbers of shares (diluted)

233,437,334

Net result of the period

(Owners of Unibail-Rodamco-Westfield N.V.)

(878.8)

90.6

(788.2)

Diluted net result per share

(Owners of Unibail-Rodamco-Westfield N.V.) (€)

(1)

(3.79)

0.39

(3.40)

Total Comprehensive Income for the period attributable to:

Owners of Unibail-Rodamco-Westfield N.V. shares

(698.1)

101.7

(596.5)

External non-controlling interests

(14.7)

(101.7)

(116.4)

TOTAL COMPREHENSIVE INCOME

(712.8)

1) In case of a negative net result for the period, the diluted net result per share is equal to the net result for the period per share. For 2021 and 2020 the EPS are antidilutive

Basic and diluted earnings per share for the prior year have also been restated. The amount of the correction for both basic and diluted earnings

per share was an increase of € 0.39 cents per share.

(€Mn)

capital

Additional

paid-in

capital

Consoli-

dated

reserves

Consoli-

dated

net result

Foreign

currency

translation

reserve

(1)

Capital

securities

Equity

attributable

to the

owners of

URW NV

Non-

controlling

interests

Total

Shareholders'

equity

PUBLISHED EQUITY AS AT DECEMBER

31, 2020

115.8

2,243.3

126.6

(2,369.1)

(76.6)

751.6

791.6

38.2

829.8

Adjustment due to error on opening

balances

(91.9)

174.6

(0.3)

82.4

(82.4)

RESTATED EQUITY AS AT JANUARY 1,

2021

115.8

2,243.3

34.7

(2,194.5)

(76.9)

751.6

874.0

(44.1)

829.8

Net result of the period

(788.2)

(107.9)

(896.1)

Other comprehensive income

191.7

(8.5)

183.3

Net comprehensive income

(788.2)

191.7

(596.5)

(116.4)

(712.8)

Earnings appropriation

(2,194.5)

2,194.5

Increase in capital

0.1

Amendment related party liabilities

499.8

Other movements

(0.1)

RESTATED EQUITY AS AT DECEMBER

31, 2021

115.9

2,243.3

(2,159.9)

(788.2)

114.8

1,251.4

777.2

(160.5)

616.7

Non-controlling interest for the prior year was increase by -€101.7 Mn due to the increase in the non-controlling interest from 1.958% to 9.047%.

EFFECT ON HALF YEAR REPORTS

In reference to above, the same mathematical error occurred in the Half Year Reports for the years 2020 until 2022. The effects on the presented

Shareholders' equity (Owners of Unibail-Rodamco-Westfield N.V. shares), NCI, Net result for the period attributable to Owners of Unibail-

Rodamco-Westfield N.V. shares and Net result for the period attributable to: Non-controlling interests, will be corrected in the 2023 Half Year

Report.

The amounts shown in the respective head schedules of the 2022 Half Year Report, can be quantified as follows:

Line items effected (€Mn)

HY-2022

Increase/

(Decrease)

HY-2022

Restated

HY-2021

Increase/

(Decrease)

HY-2021

Restated

Shareholders' equity (Owners of Unibail-Rodamco-Westfield

N.V. shares)

801.9

232.3

1,034.2

1,164.2

122.9

1,287.1

Non-controlling interest

21.4

(232.3)

(210.9)

34.3

(122.9)

(88.6)

Net result for the period attributable to Owners of Unibail-

Rodamco-Westfield N.V. shares

43.6

29.9

73.5

(209.4)

34.4

(175.0)

Net result for the period attributable to: Non-controlling

interests

(4.3)

(29.9)

(34.2)

(5.2)

(34.4)

(39.5)

16NOTE 16 ● LIST OF THE MAIN CONSOLIDATED COMPANIES

List of the main consolidated companies

Country

Method

(1)

% interest

December 31,

2022

% control

December

31, 2022

% interest

December 31,

2021

% control

December 31,

2021

Unibail-Rodamco-Westfield N.V.

the Netherlands

100.00

WFD Unibail-Rodamco Real Estate B.V.

the Netherlands

100.00

URW America Inc.

United States

100.00

URW WEA LLC

United States

92.40

(1) FC: full consolidation method

17NOTE 17 ● SUBSEQUENT EVENTS

In line with the Group’s efforts to deleverage in the US, URW NV (along with its JV partner) made the decision not to repay the $195 Mn ($97.5

Mn on a proportionate basis) secured debt on Westfield Valencia Town Center, which matured on January 1, 2023. URW NV is engaged in

discussions to sell the asset (or its interest in it) and any potential purchaser would assume the relevant debt. If a sale is not finalised, the

property will likely be foreclosed. This debt is non-recourse and its non-repayment has no impact on the rest of the Group’s debt. The asset

value in the Group's consolidated account was $100.2 Mn as at December 31, 2022. Upon sale of the asset or foreclosure, the Group's debt will

be reduced by -$97.5 Mn (on a proportionate basis), corresponding to a net impact on the Group’s balance sheet of -$2.7 Mn (on a proportionate

basis).

On February 1, 2023 the Group has completed the sale of its ground lease for Westfield North County located in Escondido, California, to Bridge