UNIBAIL-RODAMCO-WESTFIELD
UNIBAIL-RODAMCO-WESTFIELD N.V.
2024 ANNUAL REPORT
2
Table of Content
1.MANAGEMENT BOARD REPORT 3
1.1 GENERAL INFORMATION 4
1.2 BUSINESS REVIEW AND 2024 RESULTS 4
1.3 FINANCIAL REVIEW 2024 RESULTS 8
1.4 DIVIDEND 12
1.5 NON-FINANCIAL INFORMATION 12
1.6 RELATED PARTY TRANSACTIONS 14
1.7 POST-CLOSING EVENTS 14
1.8 OUTLOOK 15
1.9 STATEMENT OF THE PERSONS RESPONSIBLE FOR THE ANNUAL REPORT 15
CORPORATE GOVERNANCE AND REMUNERATION 16
2.1.CORPORATE GOVERNANCE 17
2.2.REPORT OF THE SUPERVISORY BOARD 21
2.3.REMUNERATION REPORT 34
2.4.REMUNERATION PAID TO THE SB MEMBERS FOR 2024 FINANCIAL YEAR 39
FINANCIAL STATEMENTS AS AT DECEMBER 31, 2024 40
3.1 CONSOLIDATED FINANCIAL STATEMENTS 41
3.2 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 45
3.3 COMPANY ONLY FINANCIAL STATEMENTS AS AT DECEMBER 31, 2024 91
3.4 NOTES TO THE COMPANY ONLY FINANCIAL STATEMENTS 92
3.5 OTHER INFORMATION 99
RISK FACTORS 110
4.1.RISK MANAGEMENT FRAMEWORK 111
4.2.MAIN RISK FACTORS 115
4.3.TRANSFERRING RISK TO INSURERS 126
INFORMATION ON THE COMPANY, SHAREHOLDING AND THE SHARE CAPITAL 128
5.1 INFORMATION ON THE COMPANY 129
5.2.SHARE CAPITAL AND OTHER SECURITIES GRANTING ACCESS TO THE SHARE CAPITAL 129
5.3.SHARE BUY-BACK PROGRAMME AND SHARE ISSUANCES 130
5.4.INFORMATION ON THE SHAREHOLDING 131
5.5.ARTICLES OF ASSOCIATION OF THE COMPANY AND CHARTERS OF THE CORPORATE BODIES 133
5.6.BRANCHES 138
5.7.INVESTMENT BY THE COMPANY OUTSIDE THE GROUP 138
ADDITIONAL INFORMATION 139
6.1.STATEMENT OF THE PERSONS RESPONSIBLE FOR THE ANNUAL REPORT 140
6.2.AUDITORS 140
6.3.INDEPENDENT APPRAISERS 140
6.4.DOCUMENTS AVAILABLE TO THE PUBLIC 141
6.5.GLOSSARY 141
3
MANAGEMENT BOARD
REPORT
4
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, 2024.
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” or “URW”), 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”). The URW Group has obtained the approval of the Euronext Listing Board on February 28,
2023 to change its market of reference from Euronext Amsterdam to Euronext Paris and delist the URW stapled shares from Euronext Amsterdam.
Therefore as at December 31, 2023 the Stapled Shares are listed on 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”) 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 2024 RESULTS
This section provides an overview of the most significant business events for URW NV in 2024. The Company’s accounts reflect the financial
results for the period from January 1, 2024, until December 31, 2024. All references to operational results, such as tenant sales, rents and leases
signed, relate to the 12-month period ended December 31, 2024, 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 percentage
in case of Joint Ventures.
1.2.1 ACCOUNTING PRINCIPLES
The Group’s consolidated financial statements as at December 31, 2024, were prepared in accordance with International Financial Reporting
Standards (“IFRS”) as adopted by the European Union as at that date.
The Group also prepares financial statements 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 statements on a proportionate basis, with no impact on the net results.
Certain amounts recorded in the consolidated financial statements reflect estimates and assumptions made by management in regards of complex
geopolitical and macro-economic environment 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 provision for
doubtful debtors, as well as the 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 and intangible assets related to the Shopping Centres and Offices & Others were valued by independent
appraisers as at December 31, 2024.
5
1.2.2 SCOPE OF CONSOLIDATION
1
The organisation chart as at December 31, 2024, is as follows:
The principal changes in the scope of consolidation since December 31, 2023, are:
• The acquisition of the remaining 50% stake in Westfield Montgomery in July 2024;
• The disposal of Westfield Annapolis in August 2024
2
.
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 OPERATING PERFORMANCE
3
Sales and footfall data in the US relate to Flagship assets, which form the core of URW NV’s activities in the region. US Regional assets, represent
less than 4% of URW NV’s GMV.
US FOOTFALL
4
In the US, 2024 footfall
5
increased by +2.8% compared to 2023
6
.
US TENANT SALES
7
In the US, 2024 tenant sales
8
increased by +6.6%, compared to an average core inflation of 3.4% and national sales index of +2.5%
9
over the
period.
This performance was mainly driven by Fitness (+23.3%), Sport (+17.6%), Culture, Media & Technology (+11.7%), Jewellery (+9.7%), Luxury (+9.3%),
Fashion (+9.2%) and F&B (+5.8%).
1
The total scope of consolidation consist of more than 300 entities.
2
Subsequently URW NV made a LP investment for $16.25Mn related to the Annapolis buyer.
3
Flagships exclude CBD centre.
4
In the US excluding the centres for which no comparable data of the previous year is available. In addition, footfall has been restated from the disposals which occurred
during the semester.
5
US Flagships only. US Regionals at -0.9%.
6
Based on a new counting algorithm implemented by Placer.ai in September 2024, which affects the comparability with the communicated footfall of previous periods.
Based on the updated algorithm, Q1-2024, H1-2024 and 9M-2024 footfall would be at +4.4%, +3.4% and +2.3% respectively.
7
Tenant sales for all US centres in operation, including extensions of existing assets, but excluding deliveries of new brownfield projects, newly acquired assets and
assets under heavy refurbishment, and excludes Auto and Department Stores in US. In addition, sales have been restated from the disposals which occurred during the
semester.
8
US Flagships only. US Regionals and US CBD asset (Westfield World Trade Center) at +3.7% and +2.0%, respectively.
9
Based on latest national indices available (year-on-year evolution) as at December 2024 US: U.S. Bureau of Labor Statistics.
(December).
6
The table below summarises the Group’s tenant sales growth during 2024:
US
Footfall (%)
Tenant Sales (%)
2024
vs. 2023
2024
vs. 2023
National
Sale
Index
10
US Flagships
+2.8%
+6.6%
+2.5%
RENT COLLECTION
11
As at January 31, 2025, 96% of invoiced 2024 rents and service charges in the US were collected.
Since January 2024, the Group also collected additional rents that related to 2023, improving its 2023 collection rate from 97%, as reported for
the full year 2023 results, to 98% at December 2024.
BANKRUPTCIES
Bankruptcies have decreased in 2024 with 56 stores affected compared to 72 stores in 2023. Overall, tenant insolvency procedures represented
2.2% of the stores in URW’s portfolio in 2024 (2.6% in 2023).
88% of bankrupted units saw their tenant still in place or were relet as at end of December, the remainder impacting vacancy.
1.2.5 LEASING ACTIVITY
12
As the US portfolio continues to strengthen, vacancy reduces and more leasing tension exists in its assets, there is a lower quantity of deals to
be done, meaning the focus is on improving the quality of the deals and merchandising.
In this context, 645 leases were signed in 2024 on standing assets (down -10%), representing 2,369,233 sq. ft. and $160.2 Mn of MGR. 405 long-
term deals were signed, representing 69% of total MGR. The average rents per sq. ft. of long-term deals signed in 2024 increased by +5.7%,
illustrating the Group’s focus on quality deals.
The overall uplift on relettings and renewals was +14.4% for the US Shopping Centres (+17.7% in 2023) and +18.0% for Flagships. Deals longer than
36 months had an MGR uplift of +35.1%. The strong uplift signed on long-term deals allowed the Group to increase the revenues secured through
MGR and reduce the portion of SBR attached to the short-term leases previously in place.
In total, the Shopping Centres SBR decreased from $54.9 Mn in 2023 (10.3% of NRI) to $37.5 Mn in 2024 (7.5% of NRI) despite a +6.6% increase in
Flagships tenant sales. This -31.7% evolution results from asset disposals, crystallisation of SBR into MGR, and 2022 SBR settlement impacting
positively 2023.
The tenant mix continued to evolve in line with market trends with the opening of exciting retailers such as Planet Playskool at Westfield Garden
State Plaza, Arc'teryx and the brand new expanded 40,000 sq. ft. Zara at Westfield Old Orchard, Amour Vert at Westfield UTC, Aritzia at Westfield
Galleria at Roseville, Mango at Westfield Montgomery, Alo at Westfield Century City, Uniqlo at Westfield UTC and Westfield Oakridge, Gorjana
at Westfield Topanga as well as Läderach at Westfield Fashion Square and Westfield Century City.
The Luxury sector has also seen strong progress with a number of important openings such as Cartier, IWC and Bottega Veneta at Westfield
Topanga, Saint Laurent and David Yurman at Westfield Galleria at Roseville.
1.2.6 RETAIL MEDIA & OTHER INCOME
Retail Media & other income revenue in 2024 amounted to $57.8 Mn, a -7.4% decrease compared to 2023, as a result of disposals and like-for-
like evolution driven by replacement works of major screens.
In 2024, Media & Experiential activity was driven by luxury partners such as Chanel, Tiffany, Dior and Cartier as well as other partners including
Intimissimi, Lululemon, and Savage X Fenty.
URW also launched creative campaigns and activations with Expedia, American Express, ELF Cosmetics, AFEELA, Lexus, Hawaiian Airlines, NBC’s
Love Island, Dior, Cartier, Chanel, Yves Saint Laurent, BMW, Tesla, Pure Padel and Moana 2.
10
Based on latest national indices available (year-on-year evolution) as at December 2024: US: U.S. Bureau of Labor Statistics.
11
MGR + CAM in the US, excluding 2023 settlement.
12
2023 leasing activity restated for disposals.
7
1.2.7 NET RENTAL INCOME AND VACANCY
The total net change in NRI for URW NV amounted to -$36.0 Mn change compared to 2023, split between
13
:
• -$33.7 Mn related to Shopping Centres impacted by disposals and Westfield World Trade Center performance partly offset by an
increase in Flagships NRI as detailed below;
• -$2.3 Mn related to Offices.
US Shopping Centre NRI has been impacted by 2023 and 2024 disposals and foreclosure for -$41.0 Mn (Westfield North County, Westfield Brandon,
Westfield Mission Valley, Westfield Valencia Town Center, San Francisco Centre and Westfield Annapolis).
US like-for-like Shopping Centre NRI
14
increased by +$15.9 Mn i.e. +4.0% mainly driven by net leasing revenue
15
of +8.8%, partly offset by lower
SBR (-3.1%), and lower Retail Media & other income as well as CAM expenses.
Westfield World Trade Center saw a significant NRI decrease due to higher vacancy and doubtful debtors as well as rent reduction.
Converted into euros, the -$36.0 Mn NRI decrease in the US represented -€33.9 Mn with an average euro/USD FX overall stable between 2024
and 2023.
As at December 31, 2024, the EPRA vacancy was 7.2% ($73.6 Mn), down by -130 bps from December 31, 2023. The vacancy decreased by -110 bps
to 6.2% in the Flagships and by -260 bps to 7.5% in the Regionals, while the vacancy of Westfield World Trade Center increased by +220 bps to
23.6%.
Occupancy on a GLA
16
basis was 94.1% as at December 31, 2024.
The OCR
17
on a rolling 12-month basis was at 11.7% as at December 31, 2024, compared to 11.9% as at December 31, 2023, reflecting a
combination of rental uplifts and strong sales performance. OCR for Flagships stood at 12.6% as at December 31, 2024 (12.9% as at December 31,
2023).
13
Figures may not add up due to rounding.
14
Excluding Regionals and CBD asset.
15
Net MGR and CAM.
16
GLA occupancy taking into account all areas, consistent with financial vacancy.
17
Based on all stores operating for more than 12 months (excluding department stores and atypical activities). Excluding Westfield World Trade Center.
8
1.3 FINANCIAL REVIEW 2024 RESULTS
The Group’s consolidated financial statements (based on IFRS basis) reflect the activities of URW America Inc, URW WEA LLC (“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
utilised 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)
2024
2023
Recurring
activities
Non-recurring
activities*
Result
Recurring
activities
Non-recurring
activities*
Result
United States
Gross rental income
320.4
-
320.4
340.8
-
340.8
Operating expenses & net service charges
(108.6)
-
(108.6)
(122.6)
-
(122.6)
Net rental income
211.8
-
211.8
218.2
-
218.2
Share of result of companies accounted for
using the equity method
205.5
(355.8)
(150.3)
215.4
(487.6)
(272.2)
Gains/losses on sale of properties
-
2.6
2.6
-
28.0
28.0
Valuation movements on assets
-
(19.8)
(19.8)
-
(165.5)
(165.5)
Result Shopping Centres United States
417.3
(372.9)
44.3
433.6
(625.1)
(191.6)
Other
Gross rental income
2.1
-
2.1
2.0
-
2.0
Operating expenses & net service charges
(0.2)
-
(0.2)
(0.4)
-
(0.4)
Net rental income
1.9
-
1.9
1.6
-
1.6
Gains/losses on sales of properties
-
-
-
-
0.1
0.1
Valuation movements on assets
-
(0.3)
(0.3)
-
0.8
0.8
Result Shopping Centres Other
1.9
(0.3)
1.7
1.6
0.9
2.6
TOTAL RESULT SHOPPING CENTRES
419.2
(373.2)
46.0
435.2
(624.2)
(189.0)
United States
Gross rental income
2.9
-
2.9
3.7
-
3.7
Operating expenses & net service charges
(3.0)
-
(3.0)
(2.3)
-
(2.3)
Net rental income
(0.1)
-
(0.1)
1.4
-
1.4
Share of result of companies accounted for
using the equity method
1.8
(4.2)
(2.4)
1.4
(4.9)
(3.5)
Valuation movements on assets
-
(13.9)
(13.9)
-
(19.8)
(19.8)
Result Offices United States
1.8
(18.1)
(16.4)
2.8
(24.6)
(21.8)
TOTAL RESULT OFFICES
1.8
(18.1)
(16.4)
2.8
(24.6)
(21.8)
Other property services net income
4.6
-
4.6
0.2
-
0.2
Result on disposal of investment properties – share deals
-
2.9
2.9
-
-
-
Corporate expenses
(25.8)
-
(25.8)
(18.3)
-
(18.3)
Acquisition and related costs
-
(1.2)
(1.2)
-
(5.1)
(5.1)
NET OPERATING RESULT
399.8
(389.7)
10.2
419.8
(653.9)
(234.1)
Financing result
(388.7)
(22.6)
(411.3)
(448.3)
(45.2)
(493.4)
RESULT BEFORE TAX
11.1
(412.2)
(401.1)
(28.4)
(699.1)
(727.5)
Tax income (expense)
(1.4)
69.4
68.1
(2.9)
38.0
35.1
NET RESULT FOR THE PERIOD
9.7
(342.8)
(333.0)
(31.3)
(661.0)
(692.4)
External non-controlling interests
(19.5)
(38.0)
(57.5)
(16.4)
(66.4)
(82.8)
NET RESULT FOR THE PERIOD ATTRIBUTABLE TO THE OWNERS OF
URW N.V. SHARES
29.3
(304.8)
(275.5)
(14.9)
(594.6)
(609.6)
Figures may not add up due to rounding.
* 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
18
URW NV reported net operating results of €10.1 Mn (2023: -€234.1 Mn) for the period ended December 31, 2024. The recurring net operating
result decreased to €399.8 Mn (2023: €419.8 Mn) mainly due to the ful year impact in 2024 of disposal or foreclosure of properties in the US in
2023 (Westfield North County, Westfield Brandon; Westfield Mission Valley Shopping Centres, Westfield Valencia Town Center and San Francisco
Centre and Emporium (offices included) as well as the disposal of Westfield Annapolis in August 2024. The negative net operating result of the
non-recurring activities for the period ending December 31, 2024, improved from -€653.9 Mn to -€389.7 Mn, mainly due to the decrease of -
€150.5 Mn in the negative valuation movement on assets, the decrease of negative contribution of companies accounted for using the equity
method of -€132.5 Mn (valuations), the improvement of negative financing results with -€22.6 Mn and lower gains on sales of properties of -€25.3
Mn, all compared to December 31, 2023.
The net result for the year ended December 31, 2024 is -€333.0 Mn (2023: -€692.4 Mn) of which -€275.5 Mn (2023: -€609.6 Mn) attributable to
the shareholders of URW NV.
Non-recurring financing result decreased to -€22.6 Mn (2023: -€45.2 Mn).
The recurring net result for the period increased from -€31.3 Mn as at December 31, 2023, to €9.7 Mn for the period ended December 31, 2024.
18
The figures are presented on IFRS basis.
9
LIQUIDITY POSITION
URW NV has cross guarantees with URW SE and the liquidity needs are covered by the available undrawn credit lines at URW Group level. As at
December 31, 2024, the URW Group’s liquidity position stood at €13.9 Bn (€14.0 Bn on a proportionate basis) including €5.3 Bn of cash on hand
(€5.4 Bn on a proportionate basis) and €8.6 Bn of credit facilities. It improved compared to 2023 liquidity position of €13.6 Bn including €5.5 Bn
of cash on hand and €8.1 Bn of credit facilities.
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, 2024, and
comparisons are with values as at December 31, 2023.
INVESTMENTS
In 2024, URW NV invested €110.5 Mn in capital expenditures in investment properties, compared to €166.2 Mn in 2023. The total investment
breaks down as follows:
(€Mn)
2024
2023
Shopping Centres
110.5
166.2
Offices
-
-
TOTAL CAPITAL EXPENDITURE
110.5
166.2
DISPOSALS
Disposal of Westfield Annapolis
19
On August 20, 2024 URW NV disposed of Westfield Annapolis (Maryland, US) for $160 Mn (at 100%, URW share 55%) to a consortium of industry
partners that include Centennial, Atlas Hill RE, with backing from Waterfall Asset Management and Lincoln Property Company.
1.3.2 PROJECTS
URW NV did not have any share in URW Group’s projects pipeline for the year ended December 31, 2024.
1.3.3 PROPERTY PORTFOLIO AND NET ASSET VALUE AS AT DECEMBER 31, 2024
Unless otherwise indicated, the data presented in the property portfolio are on a proportionate
20
basis and as at December 31, 2024, and
comparisons are with values as at December 31, 2023.
PROPERTY PORTFOLIO
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, 2024.
The following table shows the breakdown for the US Shopping Centre portfolio:
Proportionate
December 31, 2024
December 31, 2023
US Shopping Centre portfolio
by category
Valuation incl.
transfer taxes
Valuation
excl.
estimated
transfer taxes
(a)
Net Initial
Yield
(b)
Potential
Yield
(c)
Valuation
incl. transfer
taxes
Valuation
excl.
estimated
transfer taxes
Net Initial
Yield
(b)
Potential
Yield
(c)
in € Mn
in € Mn
in € Mn
in € Mn
US Flagships
(d)
9,517
9,316
5.0%
5.6%
9,026
8,845
4.6%
5.2%
US Regionals
432
432
9.3%
10.7%
512
512
9.4%
11.2%
US SC TOTAL
9,948
9,747
5.2%
5.8%
9,538
9,357
4.9%
5.5%
Figures may not add up due to rounding.
(a) 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 owns it.
(b) Annualised 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.
(c) Annualised 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.
(d) T
he Westfield trademark is included in the valuation of the US Flagships.
19
Subsequently URW NV made a LP investment for $16.25Mn related to the Annapolis buyer.
20
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.
10
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 the non-
public rent rolls of the Group’s assets in their valuations, URW believes it is appropriate to classify its assets under Level 3. In addition,
unobservable inputs, including appraisers’ assumptions on growth rates and ECR, are used by appraisers to determine the fair value of URW’s
assets.
In addition to the disclosures provided above, the following tables provide quantitative data in order to assess the fair valuation of the Group’s
assets.
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 €9,384 Mn, this consist of the total €4,960 Mn presented investment property in the consolidated position excluding
investment property under contraction carried at cost and €4,424 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, 2024
Net Initial
Yield
Rent in €
per sqm
(a)
Discount
Rate
(b)
Exit
Capitalisation
Rate
(c)
CAGR of
NRI
(d)
US
Max
12.5%
1,722
13.0%
12.0%
8.8%
Min
3.9%
362
7.0%
5.0%
2.2%
Weighted average
5.2%
803
7.5%
5.7%
4.5%
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.
(c) Rate used to capitalise the exit rent to determine the exit value of an asset.
(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, 2024
Net Initial
Yield
Rent in €
per sqm
(a)
Discount
Rate
(b)
Exit
Capitalisation
Rate
(c)
CAGR of
NRI
(d)
US Flagships incl. CBD
Max
7.5%
1,722
8.0%
7.5%
8.8%
Min
3.9%
385
7.0%
5.0%
2.2%
Weighted average
5.0%
872
7.3%
5.5%
4.5%
US Regionals
Max
12.5%
590
13.0%
12.0%
5.2%
Min
6.8%
362
10.0%
8.0%
3.0%
Weighted average
9.3%
450
11.1%
9.5%
3.7%
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.
(c) Rate used to capitalise the exit rent to determine the exit value of an asset.
(d) Compound Annual Growth Rate (CAGR) of NRI determined by the appraiser (10 years).
The ECR
21
used by appraisers in December 2024 valuations increased compared to the ones in December 2023 valuations:
• In the US from 5.5% to 5.7% (from 5.3% to 5.5% for the US Flagships and from 9.2% to 9.5% for the US Regionals).
The Discount Rate
21
used by appraisers in December 2024 valuations increased compared to the ones in December 2023 valuations:
• In the US from 7.4% to 7.5% (from 7.2% to 7.3% for the US Flagships and from 10.9% to 11.1% for the US Regionals).
The Compound Annual Growth Rate (“CAGR”) of NRI in below table is based on 2024 NRI. Compared to 2023, the CAGR of NRI are as follows:
CAGR of NRI determined
by the appraiser in the
DCF
CAGR of NRI – Starting from Dec 31, 2023
Shopping Centres
Valuations as at
Dec 31, 2024
Valuations as at
Dec 31, 2024
Valuations as at
Dec 31, 2022
US Flagships incl. CBD
4.5%
4.9%
5.0%
US Regionals
3.7%
4.3%
2.9%
21
Restated from 2023 disposals.
11
OFFICES PORTFOLIO & OTHERS
Offices & Others portfolio includes offices and the residential projects. The value for the total US Office & Others portfolio slightly changed to
€72 Mn on December 31, 2024 (December 31, 2023: €69 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 to 23.0% (2023 11.5%).
Proportionate
December 31, 2024
December 31, 2023
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
in € Mn
in € Mn
in € Mn
US Office
19
18
23.0%
28
27
11.5%
(a) Valuation of occupied office space based on the appraiser’s allocation of value between occupied and vacant spaces.
(b) Annualised 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.
The value of URW NV’s Offices & Others portfolio, after accounting for the impact of works and capitalised financial and leasing expenses,
decreased by -€13 Mn (-25.7%) on a like-for-like basis, due to a yield impact of -2.7% and a rent impact of -23.0%.
1.3.4 FINANCIAL RESOURCES
22
In 2024, decreasing inflation led central banks to begin cutting rates. In parallel, market volatility increased, in the second half of the year,
driven by political uncertainty and ambivalence of the upcoming economic policy in the US.
This context spurred a rally in rates and credit markets, leading to surging bond issuance volumes. The URW Group seized favourable market
conditions in early September to issue a €1.3 Bn dual-tranche green bond (5-year and 10-year maturities), with a blended coupon of 3.688% and
an order book of more than €5.2 Bn at peak.
Overall, in 2024, the URW Group raised €4.7 Bn of fully consolidated medium- to long-term funds in the bond, mortgage and bank markets
(including credit facilities renewals).
As at December 31, 2024, the URW Group’s liquidity position stood at €13.9 Bn (€14.0 Bn on a proportionate basis) including €5.3 Bn of cash on
hand (€5.4 Bn on a proportionate basis) and €8.6 Bn of credit facilities. It improved compared to 2023 liquidity position of €13.6 Bn including
€5.5 Bn of cash on hand and €8.1 Bn of credit facilities.
For the URW Group the following parameters applied as at December 31, 2024:
The Interest Coverage Ratio (“ICR”) was 4.2x (4.2x);
The Funds From Operations (FFO) to Net Financial Debt Ratio (“FFO/NFD”) was 8.3% (7.8%);
The Loan-to-Value (“LTV”) ratio
23
was 41.7%
24
(41.8%), and to 40.8% on a proforma basis
25
;
The Net debt/EBITDA ratio
26
was 8.7x (9.3x).
The average cost of debt for the period was 2.0% (1.8%), representing the blended average cost of 1.4% for Euro denominated debt and 4.6% for
USD and GBP denominated debt.
In addition, as part of the acquisition from CPP Investments of a 38.9% share in URW Germany, the URW Group issued 3.254 Mn URW stapled
shares reinforcing its shareholders’ equity and improving its EPRA LTV.
22
As the URW Group’s financial covenants are calculated in accordance with IFRS, unless otherwise indicated, the financial information in this section is presented in
accordance with IFRS.
Unless otherwise indicated, comparisons to ratios, debt outstanding, average cost of debt, the amount of undrawn credit lines and cash on hand relate to December 31,
2023.
23
Net financial debt (or “net debt”) as shown on the Group’s balance sheet, after the impact of derivative instruments on debt raised in foreign currencies / total
assets, including transfer taxes (43.4% excluding transfer taxes).
24
Excluding €720 Mn of goodwill not justified by fee business as per the Group’s European bank debt leverage covenants (€763 Mn on a proportionate basis).
25
Proforma for the receipt of the proceeds from the secured partial disposals of Westfield Forum des Halles and Trinity tower.
26
On last 12-month basis.
12
DEBT STRUCTURE AS AT DECEMBER 31, 2024
URW NV’s financial debt as at December 31, 2024, amounted to €6,395.6 Mn (2023: €8,300.9 Mn). The total IFRS cash on-hand of URW NV came
to €128.8 Mn as at December 31, 2024 (2023: €38.1 Mn). The solvability ratio as at December 31, 2024 is 22.9% (2023: 5.5%).
The financial debt breakdown and outstanding duration to maturity as at December 31, 2023, is disclosed on IFRS basis:
Outstanding duration to maturity (€Mn)
Current
Non-current
Total
December 31, 2023
Less than 1 year
1 year to 5 years
More than 5 years
Total
December 31, 2024
Bonds and notes
16.8
1,926.0
966.0
2,908.8
3,646.5
Bank borrowings
4.5
1,469.3
-
1,473.8
1,079.7
Other financial liabilities
23.3
1,926.2
58.3
2,007.9
3,568.6
Lease liabilities
1.4
3.7
-
5.1
6.1
TOTAL
46.1
5,325.3
1,024.3
6,395.6
8,300.9
On July 9, 2024, URW SE made a share premium contribution towards URW NV of €2,000 Mn which was utilized to repay two intra-group loan
facilities from URW SE for a total value of the same amount.
1.4 DIVIDEND
Given the statutory results and cumulated negative retained earnings of URW NV in 2024 as well as in 2023, URW NV had no obligation to pay a
dividend neither in 2025 for the fiscal year 2024, nor in 2024 for the fiscal year 2023, under the FII regime and other REIT regimes it benefits
from.
URW SE however, will propose to the URW SE annual general meeting (“AGM”
27
) a cash distribution of €3.50/share to be paid on May 16, 2025.
Going forward, the URW Group will continue to increase the distribution according to operating performance, deleveraging progress and
valuations evolution.
Further details on the URW Group distribution policy will be shared as part of the URW Group’s Investor Day on May 14, 2025.
1.5 NON-FINANCIAL INFORMATION
1.5.1 BUSINESS MODEL
URW NV is part of the URW Group, the creator and operator of sustainable destinations that connect people and communities through
extraordinary, meaningful shared experiences. URW NV owns a portfolio of prime commercial properties, located in the largest and most
prosperous cities across the United States.
URW NV’s operations are focused on Flagship destinations (“Flagships”) in the wealthiest and most attractive catchment areas in the United
States.
URW NV’s strategy is to vertically integrate the entire chain of value creation in real estate. The combination of its four activities of
redevelopment, renovation, investment and 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 the Group to continue its
investment programs even during economic downturns.
Finally, URW NV is, by nature, a long-term player committed to sustainable redevelopment and social responsibility across all of its activities.
Whether it be architecture, city planning, design, energy efficiency, or social responsibility, the URW Group is recognized as a leader in the
industry.
27
To be held on April 29, 2025
13
1.5.2 SUSTAINABILITY
28
Following the comprehensive evolution of the Better Places roadmap announced in October 2023, the URW Group continued to progress in 2024
towards its environmental performance objectives, including its ambitious SBTi-approved net-zero targets, as well as the transition to a more
sustainable retail, and community impact. Below are the key 2024 achievements of the URW Group:
ENVIRONMENTAL TRANSITION
• -85% GHG emissions’ reduction in Scopes 1 & 2 and -42% in Scopes 1, 2 & 3, in absolute terms compared to 2015
29
;
• -37% energy intensity reduction since 2015, supported by the asset-level energy action plans. URW Group retail assets are provided
with 100% electricity from renewable resources;
• 27.9 MWp of installed on-site renewable energy capacity, of which 17.9 MWp in Europe, advancing to reach its target of 50 MWp
in Europe by 2030;
• 85% of European assets are BREEAM In-Use certified with 78% at least “Excellent” and 79% of US retail assets are certified with 55%
at least “Excellent”;
• As a reminder, the URW Group has committed in 2023 to neutralise its residual emissions of Scope 1 & 2 by 2030 through an
investment in Mirova’s Climate Fund for Nature and WWF France Nature Impact fund. Both initiatives develop long-term nature-
based projects to protect and restore biodiversity at scale according to the best recognised standards and the URW Group is closely
following their developments.
SUSTAINABLE EXPERIENCE
• 14 URW Group assets have been certified Better Places in 2024;
• The URW Group expanded its innovative Sustainable Retail Index, built in cooperation with Good on You, to two new retail sectors
on top of Fashion
30
: Health & Beauty and General Services
31
, achieving the 2024 target of 70% coverage of eligible revenues in
Europe. The SRI has been extended to the US. Globally, 86% of the covered MGR is already engaged in sustainability initiatives,
with almost 53% being Active, Advanced or Leader;
• The URW Group organised the second edition of its Westfield Good Festival in 37 Westfield assets across Europe and the US,
involving 191 brands and 28 NGOs, as well as local actors or influencers. Key partners included WWF, Lush, C&A, IKEA, Primark,
Rituals, Decathlon, Sephora, L’Occitane, Starbucks and Nature & Découvertes.
THRIVING COMMUNITIES
• The URW Group also released the first Impact Study for a European retail REIT on January 15, 2024, measuring the URW Group’s
shopping centres’ positive footprint at a European, country and asset level based on 4 pillars: economic, environmental, social and
the common good. This structure is being leveraged by the Palladio Foundation, setting the ground for the measure of the rest of
the industry;
• The URW Group engaged in various initiatives supporting local employment, diversity, and social inclusion: in 2024, the URW Group
assisted over 20,000 individuals in securing jobs or receiving training, including through job fairs in France that attracted over
10,000 unemployed people. Besides contributing to local employment, URW Group supported community activities in its shopping
centers aimed at promoting social cohesion. These activities included blood drives with 48,000 donations in the UK, health
awareness programs, distribution of meals and goods to underprivileged groups, and promoting access to cultural projects for all.
Over 156,000 community members participated in these local initiatives;
• 97% of URW Group’s employees participated in a sustainable learning programme. Operational teams were upskilled to roll out the
Better Places certification and the Sustainable Retail Index;
• The URW Group organised its annual Community Days activities in all regions. More than 1,400 URW Group employees volunteered
over 9,300 hours of their time, to promote social inclusion and contribute to preserving biodiversity around the URW Group’s
shopping centres;
• The share of URW Group senior management position held by women further increased this year, reaching 44%
32
.
The URW Group is a leader in sustainability within the real estate sector, included in major ESG indices and widely recognised by the international
markets, including to date:
• Corporate Knights: for the 2nd year in a row, the URW Group is part of the Global (worldwide) 100 Ranking, moving from the 70th
position to the 24th;
• TIME Magazine and Statista: the URW Group has been named one of the 100 most sustainable companies in the world by TIME
Magazine, among over 5,000 of the world’s largest and most influential companies;
• CDP: positioned in the A-list of organisations committed to tackling climate change for the 7th year in a row (2025 results on CDP
2024);
• ISS ESG Corporate: confirmed B rating (prime status; 1st decile rank);
• GRESB: the URW Group maintained an outstanding sustainability performance and a 5-star level, among the top 20 rated entities
worldwide with an overall score of 92/100; 2nd European listed retail real estate company;
• Sustainalytics: 1st company worldwide in their Global Universe; 1st in the real estate sector and 1st in the REIT subindustry
worldwide with a “Negligible” risk rating;
28
Note that performance is reported on a Better Places scope, consistent with past performance and commitments taken in October 2023, differing from the scope
expected by CSRD. All details will be available in the Sustainability Statement (2024 Universal Registration Document).
29
As at year-end 2024.
30
Fashion sector includes Fashion Apparel, Sports, Jewellery, Bags & Footwear & Accessories, Luxury and Department stores.
31
Fitness and Entertainment sectors.
32
Note - Updated definition following evolution of Group regional organisation.
14
• EPRA sBPR Award: for the 13th time in a row, the URW Group received the EPRA Gold Award in 2024 for completing its 2023
reporting in accordance with the EPRA Sustainability BPR;
• Refinitiv: positioned among the best of the real estate sector with a combined ESG score of A;
• ESG indices: in addition to maintaining its position in the top 10 of the Euronext CAC 40 Governance Index, the URW Group is a
component of the Euronext CAC 40 ESG Index, the Euronext ESG Eurozone Biodiversity Leaders PAB Index, Euronext Europe SBT 1.5
Index, the MSCI Global Green Building Index, the MSCI Europe Climate Action Index, the MSCI World Paris-Aligned Climate Index
and the ECPI Global ESG Gender Equality Index;
• Equileap: among the Top 100 worldwide in gender equality and the Top 10 French companies.
For more information on Better Places and the detailed 2024 sustainability performance, please refer to the 2024 Universal Registration Document
to be released in March 2025 as well as the Sustainability section of URW Group’s website: https://www.urw-nv.com/en/investors/financial-
information.
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. 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 organisational 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 organisation;
• to facilitate proper guidance on the organisation 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.
During the year no major failings in the internal risk management and control system have been observed.
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
On February 25, 2025, the Group acquired the stake of O’Connor, its JV partner in Westfield Wheaton, a US regional asset, increasing its interest
to 100%. The asset will be fully consolidated from this date. The Group has not repaid the $234 Mn secured debt on Westfield Wheaton, which
matured on March 1, 2025. This mortgage debt has no impact on the rest of the Group’s debt. Discussions are ongoing with lenders on different
options including an eventual sale, foreclosure or refinancing.
t
15
1.8 OUTLOOK
Over the last 4 years, the URW Group has significantly strengthened its business operations, fully capturing indexation over the period while
achieving the highest occupancy rate since 2017 and a +4.7% increase in like-for-like EBITDA compared to 2019.
The URW Group also progressed on its deleveraging plan with €6.4 Bn
33
of assets divested in line with book value, contributing to a €4.7 Bn net
debt reduction to €19.5 Bn
34
at the end of 2024, a 400 bps LTV reduction to 40.8%
35
and Net Debt to EBITDA improvement to 8.7x, the lowest
level since the Westfield acquisition.
The URW Group has also reshaped its US business by enhancing the portfolio quality (97% A-rated
36
), improving its operating performance, and
streamlining the US management platform. The URW Group has sold or foreclosed on 17 assets for a total of $3.3 Bn
37
and reduced the vacancy
level of its 10 Flagship assets by -630 bps.
Having achieved this transformation, the URW Group has made the strategic decision to retain its high performing Flagship assets in the US.
The URW Group is committed to further deleveraging through retained earnings, disciplined capital allocation and non-core disposals.
The URW Group will present its future growth plans at an Investor Day on May 14, 2025.
1.9 STATEMENT OF THE PERSONS RESPONSIBLE FOR THE
ANNUAL REPORT
We confirm that the information contained in this Annual Report gives, to the best of our knowledge, an accurate and fair view of the Company
and the information contained within is free from any material misstatement.
We confirm that, to the best of our knowledge, the financial statements have been prepared in accordance with the applicable accounting and
financial reporting standards, and give an accurate and fair view of the financial situation of the Company and of the entities taken as a whole
included in the scope of consolidation and that the enclosed management report presents a fair view of the development and performance of
the business, the results and of the financial situation of the Company and of the entities taken as a whole included in the scope of consolidation
and describes the main risks and uncertainties to which they are exposed.
Schiphol, March 21, 2025
Dominic Lowe Gerard Sieben
Chairman of the Management Board Member of the Management Board
Chief Operating Officer United States Chief Financial Officer URW NV
33
On an IFRS basis including the €0.6 Bn of 2025 secured disposals.
34
Pro-forma for disposals secured.
35
IFRS LTV Proforma for the receipt of the proceeds from the secured partial disposals of Westfield Forum des Halles and Trinity tower.
36
Source: Green Street Advisors. In terms of GMV.
37
At 100%.
16
CORPORATE GOVERNANCE
AND REMUNERATION
17
2.1. CORPORATE GOVERNANCE
4.1.1. THE MANAGEMENT BOARD
The Company adopted a dual board structure: the 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 “Articles”) 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, 2024, 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
53
Chief Operating Officer US –
MB Member
November 19, 2020
AGM 2025
Mr Gerard Sieben
Dutch
54
Chief Financial Officer –
MB Member
March 8, 2018
AGM 2026*
*Second mandate as of 2022 AGM
MANAGEMENT BOARD MEMBER INFORMATION AND MANDATES HELD AS AT DECEMBER 31, 2024
BORN ON:
October 30, 1971
NATIONALITY:
British
NUMBER OF STAPLED
SHARES HELD:
4,980
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 organis
ation 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 Worl
d 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;
• Director of WCL Holdings, Inc.;
Westfield
Beneficiary 1, Inc.; Westfield Beneficiary 2, Inc.
;
Westfield Subsidiary REIT 1, Inc.; Westfield
Subsidiary REIT 2, Inc.; Westland Realty Beneficiary,
Inc.;
• Member of
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;
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;
West
Valley REIT 1 LLC; West Valley REIT 2 LLC; West
Valley REIT 3 LLC; Westfield, lnc;
White City
Investments (no. 1) LLC.
OTHER CURRENT INTRA-GROUP FUNCTIONS AND
MANDATES
Group Companies
• Director WFD Unibail-Rodamco Real Estate B.V.
•
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.; Valenci
a Town Center Venture GP LLC;
VF/UTC Service, Inc.; Westfield America G.P. II
LLC; Westfield Paramus 1, Inc.; Westland Properties
LLC;
•
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; Plaza Bonita REIT 1 LLC;
Plaza Bonita REIT 2 LLC; Plaza Bonita 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; Westfield U.S. Holdings LLC.
18
BORN ON:
May 5, 1970
NATIONALITY:
Dutch
NUMBER OF STAPLED
SHARES HELD:
1,454
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
•
Vice-Chair and non-executive Board
Member of Le Champion (Netherlands)
•
Owner of Sieben Consultancy (until 2020).
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, 2024, 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
4,890
Mr Gerard Sieben
Chief Financial Officer
1,454
2.1.1.2. MANAGEMENT BOARD FUNCTIONING
ROLE OF THE MANAGEMENT BOARD
The 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 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 Articles and MB rules governing the organisation, decision-making and other internal matters of the MB
(the "MB Rules") are summarised in section 5.5.3 of this Annual Report.
MB ACTIVITIES
The MB met 11 times during the year ending December 31, 2024. 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 2024
Group Strategy
•
Follow-up and adjustment of the URW Group strategy;
•
Refurbishment, investment, divestment and operations in
2024;
• Monitoring of strategic disposals and investment transactions;
• Digital and Data strategy, tools and projects;
• Follow-
up on the URW Group redesign of the environmental,
social and governance (“ESG”) ambition and Strategy.
Financial Policy and Financial Performance and Reporting
•
Review and closing of the 2023 consolidated full-
year results
and statutory financial statements and reporting on the half-
year accounts for the 2024 financial year;
• Review and assessment of statutory auditor;
19
•
Group 5-year business plan, budget
and monitoring costs &
capex;
•
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;
•
Closing of the forecast management documents and
preparation of the quarterly activity reports for the SB;
•
Compliance with financial authorizations (e.g. share
issuance);
•
Settlement intercompany loans.
Internal risk management and control systems
• Internal audits, internal control system and compliance
matters;
• Risk management and update of the risk mapping; and
•
Evolution of the risk management strategy.
Governance and compliance with relevant laws and regulations
•
Monitoring and promoting the
URW Group’s compliance
programme (including the Group's Anti-
corruption
Programme, Anti-
Money Laundering and Sanctions Lists) and
compliance book updates;
• Monitoring of the Dutch Corporate Governance Code;
• Compliance with regulatory/legal requirements (e.g.
related
party transactions).
Human Resources
•
Talent development and management;
• Diversity and inclusion (including reporting);
•
Mandatory employee training (incl. compliance,
sustainability, and diversity and inclusion);
• Mandatory compliance training (on anti-
corruption and
whistleblowing);
•
Recruitment and retention of key positions.
Shareholder Outreach and Engagement
• Investor dialogue (incl. monitoring Shareholder Engagement
Guidelines and review of the Stakeholder Dialogue Policy);
• AGM materials (agenda, resolutions, etc.);
• General meeting;
• Group communication;
• Annual Report 2023, and half-year accounts for the 2024
financial year.
MB EVALUATION PROCESS
An assessment of the MB is carried out annually. Over the year ending December 31, 2024, the MB conducted an annual performance and
functioning assessment, evaluating both the MB and its members. Following the evaluation, the MB expressed appreciation for the effective and
efficient execution of responsibilities and communications with, and informing of, the SB and its Committees. Each MB members has a solid
understanding of the organizations’ core business, strategic direction, and the financial and human resources necessary to meet its objectives.
Additionally, the MB is generally satisfied with the overall functioning of the MB and its respective members, including the quality of the
interaction with the SB and its committees and company officers and quality of effectiveness and governance, as well as the availability and
engagement of external advisors as needed. The MB also encouraged ongoing training and education. Overall, over the year ending December
31, 2024, 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 summarised in section 2.2. of this Annual Report.
2.1.3. ETHICS, COMPLIANCE AND CORPROATE GOVERNANCE PRACTICES
2.1.3.1. ETHICS AND COMPLIANCE: A DAILY AND ESSENTIAL REQUIREMENT
The Group, through its Code of Ethics, is committed to strong ethical core values when it comes to how we conduct our day-to-day business in
an ethical, transparent and fair manner. The Group has a “zero tolerance” principle against all forms of unethical practices, such as
inappropriate, disrespectful or unlawful behaviour, harassment, discrimination, corruption, bribery, influence peddling and human rights
violations. The Group’s compliance policies and procedures are founded on a risk-based approach, in line with the industry and operational
compliance risks. Procedures are put in place to guide our employees in the implementation of the policies. In the Group, every employee is an
ambassador of ethics and compliance values and rules. The promotion of compliance awareness through “tone from the top” approach followed
by the senior leadership is an acknowledgement of the important role of ethics and compliance in the Group business and to the collective
commitment to do the right thing.
20
2.1.3.2. COMPLIANCE PROGRAMME
CODE OF ETHICS
The Code of Ethics describes values and principles that every employee of the Group must observe in the course of their work. In December this
year, to ensure URW’s values and principles remain aligned with URW latest commitments, we have updated the Code of Ethics, specifically the
sections concerning human rights, diversity, equity and inclusion. We have also added a section on social responsibility, to reflect the evolution
of our sustainable ambition, further embedding our sustainability objectives at the core of our operations and development. The Code of Ethics
also promotes the values of integrity and transparency in the day-to-day activities entailing a strict prohibition on the offering or receiving of
illegal sums, and requiring employees to comply with applicable laws and regulations. The code serves as a clear reminder to URW employees on
the “zero tolerance” principle applied to any unethical behaviour.
An annual training campaign (e-learning) is organised to raise awareness among employees of the Group’s ethical principles and the major
compliance risks. Occasional actions, notably in the form of educational communications, enables Group Compliance to raise employee awareness
throughout the year.
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.
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.
WHISTLEBLOWING PLATFORM: URW INTEGRITY LINE
All employees and contractors are invited to report cases or suspicions of criminal activities, violations of national and international laws, and
any serious threat or harm to the general interest of URW, or breaches to the Code of Ethics, by using the Group’s whistleblowing platform. The
platform is hosted by an external provider and is available 24/7 from any location worldwide in the languages of the countries in which the URW
Group operates (https://urw.integrityline.org/). The whistleblowing platform allows anonymous reporting and ensures strict confidentiality of
the identity of the reporter. The URW Group policy is to guarantee to not discipline, discriminate or retaliate against any employee or other
person who in good faith reports information related to a violation.
ANTI-CORRUPTION PROGRAMME
The Group’s ACP aims to combat and prevent corruption, bribery and influence peddling, and has been created to comply with applicable laws,
such as the French Sapin II Law, the UK Bribery Act and the US Foreign Corrupt Practices Act. The ACP includes a risk mapping of the various
operations in the different regions of the Group, such as the regulatory landscape, as well as transactions and relationships with third parties
and business partners. The MB strictly enforces the Group’s zero-tolerance principle regarding violations of the ACP. In 2024, the Group updated
its third-party assessment tool. This update now enables automated evaluation on ultimate beneficial owners. In 2025, the Group corruption risk
mapping will be updated.
PREVENTION OF MONEY LAUNDERING AND TERRORISM FINANCING
The procedure for prevention of money laundering and terrorism financing is in line with the applicable laws. Under the aforementioned policy,
employees and managers are required to be vigilant and perform due diligences before entering into certain business relationships. These due
diligences include identifying the partner company under the KYP process, evaluating the risk profile of the partner/operation, performing
sanctions list screening, and identifying potential Ultimate Beneficial Owners (“UBOs”) and politically exposed persons through background
checks via public databases. The due diligence under the KYP process consists of screening the third parties against international lists of denied
parties and a questionnaire sent and filled by third parties, which allows the Group to determine UBOs and shareholders of third parties and to
assess their adherence to local and regional legal requirements. The Compliance team then evaluates, following some internal and/or external
background checks and investigations, the risk involved with the said third parties and provides a recommendation to the relevant business
owners in line with the applicable policies and findings of the assessment.
DATA PROTECTION
URW Group collects data that could potentially have higher market value than similar data in other industries. Moreover, data protection
represents a major concern for customers, employees and partners and for the URW Group as well. Aware of the risk of data misuse and the
development of legislation in this regard, URW Group is working on maintaining and improving an efficient Compliance Programme. This helps to
strengthen its data market strategy. Nevertheless, quick and on-going technological progress and the international scale of the URW Group make
it impossible to eliminate all potential risks despite measures implemented. Sense of responsibility is essential and shall lead to guaranteeing
exemplarity in the daily management of personal data processing in accordance with applicable national laws. The URW Group therefore has (i)
a clear and efficient structure with governance bodies for matters relating to the collection, use and protection of personal data, (ii) a set of
robust processes to better support the daily processing of data, and (iii) a regulatory watch organised to ensure the best level of compliance in
a constantly evolving legal and regulatory context.
2.1.3.3. 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 (the “General Meeting”). 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 https://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 1.3.2: Given the specific position of URW NV within the URW Group, its Internal Audit function is part of
the URW Group Internal Audit department. URW NV will align with the URW Group which does not yet have a periodical independent
external party review.
21
• 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 2.2.6: An annual self-evaluation on the functioning of the SB and it’s committees takes place. Although not
yet under the supervision of an external expert, the company is still studying options and timing thereof and the company has no
current intention to deviate from best practice provision 2.2.6.
• 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. As per the
financial year 2023 URW NV reports over the Code that became effective as of financial years starting in 2023.
URW NV does not voluntarily apply other formal codes of conduct or corporate governance practices.
2.2. REPORT OF THE SUPERVISORY BOARD
The SB supervises and advises the 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 five members as at December 31, 2024. 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 summarised in the biographies below.
A SB 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.
The Supervisory Board (“SB”) annually considers its own composition considering many elements. As part of its annual assessment, the SB’s
Governance, Nomination and Remuneration Committee (“GNRC”) and the SB conduct a review of SB member profile to ensure that the SB is able
to fulfil its responsibilities and obligations in the best possible conditions. The profile reflects the desired composition of the SB, in particular
about the strategy pursued by the Group and the objectives to be achieved (including through the SB succession plan) in order to form and
maintain a predominantly independent SB, distinguishing itself by the diversity of its members in terms of gender, age and nationality, as well
as their skills, expertise and experience. The SB and the GNRC consider that SB members collectively have the right balance of skills, expertise,
and experience to ensure effective oversight of activities and to provide relevant advice to the Management Board to fulfil their obligations in
the interest of the Company.
22
2.2.1.1. COMPOSITION OF THE SUPERVISORY BOARD AS DECEMBER 31, 2024
Name
Role
Age
Gender
Nationality
Independence
Starting date
Expiry date
of term of office
Mr Jean-Marie Tritant
Chair
57
M
French
Non-independent
2021
AGM 2025
Mr Fabrice Mouchel
Vice-Chair
54
M
French
Independent
2021
AGM 2025
Mr Jean-Louis Laurens
Senior Independent Director
70
M
French
Independent
2018
AGM 2026*
Ms Aline Taireh
Member
49
F
American
Independent
2018
AGM 2026*
Ms Catherine Pourre
Member
67
F
French
Independent
2021
AGM 2025
*Second mandate as per AGM 2022.
23
SUPERVISORY BOARD MEMBER INFORMATION AND MANDATES HELD AS AT DECEMBER 31, 2024
BORN ON:
November 10, 1967
NATIONALITY:
French
NUMBER OF STAPLED
SHARES HELD:
61,183
38
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 recognis
ed
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
and renewed in his mandate as of
December 4, 2024.
OTHER FUNCTIONS AND MANDATES
OUTSIDE OF THE GROUP
PREVIOUS MANDATES DURING THE LAST 5 YEARS
• Representative of Unibail-
Rodamco-
Westfield SE as
Member of the French
Fédération des Entreprises
Immobilières (FEI);
• 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 (Vice Chair Finance) of
the European Public Real Estate
Association (EPRA).
OTHER INTRA-GROUP FUNCTIONS AND
MANDATES
• Chairman of the management
board and Chief Executive
Officer of URW SE;
• Chairman of Uni-Expos (S.A.);
• Director of VIPARIS Holding
(S.A.).
• Member of the management board (President US) of URW NV;
• Director and Chairman of URW America Inc.;
• Director and Chairman 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 Chairman 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, and 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
(N°.1) LLC, Stratford City
Offices (N°.2) LLC, Stratford City
Shopping Centre (N°.1) LLC, Stratford City
Shopping Centre
(N°.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 V
alley REIT 3 LLC, White City Investments (N°. 1) LLC,
and White City Investments (N°. 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 Queensland
PTY LTD, WFA Finance (Aust) PTY Limited, and WFD
Finance
PTY Limited.
Attendance 2024:
• SB 100%
• GNRC 100%
38
Excluding 7,299 Stapled Shares held via the URW SE company savings plan.
24
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:
38,876
39
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 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
and renewed in his mandate as of
December 4, 2024.
OTHER FUNCTIONS AND MANDATES OUTSIDE OF
THE GROUP
PREVIOUS MANDATES DURING THE LAST FIVE YEARS
• N/A
• Managing Director of SCS Liegenschaftsverwertung
GmbH, SCS Motor City Errichtungsges.m.b.H.;
•
Director of Westfield Investments Pty Limited,
Nauthiz
Pty Ltd, 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, Fidele Pty Ltd,
Westfield R.S.C.F. Manag
ement Pty Ltd, Westfield
Developments Pty Ltd;
•
Member of the Board of Directors of Rodamco
Sverige AB;
• Director of Liffey River Financing Ltd.;
• Joint Director of Unibail-
Rodamco Investments
B.V., Unibail-
Rodamco Investments 2 B.V.,
Cijferzwaan B.V., Dotterzwaan B.V., Real Estate
Investments Poland Coöperatief U.A., Rodamco
Project I BV, Stichting Rodamco, Traffic UK B.V.,
Rodamco Europe Finance B.
V., Rodamco Nederland
Winkels B.V., Deputy Board Member of Unibail
Rodamco Poland 5 B.V., Director of U&R
Management B.V.
OTHER INTRA-GROUP FUNCTIONS AND MANDATES
• Member of the management board and CFO of
URW SE;
• Director of Cavemont
Pty Limited, Descon
Invest Pty Limited, Westfield Corporation
Limited, Westfield American Investments Pty
Limited, Westfield Capital Corporation
Finance Pty Ltd,
Westfield Queensland Pty.
Ltd
, WCL Finance Pty Limited, WCL
Management Pty Limited, Westfield America
Management 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 Entwicklungs-
gesellschaft mbH, Shopping City Süd
Erweiterungsbau Gesellsc
haft 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, Managing Director
of Rodamco Deutschland GmbH;
• Director of Crossroads Property Investors S.A.
39
Excluding 11,305 Stapled Shares held via the URW SE company savings plan.
25
Attendance 2024:
• 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.
• 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 over 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
Extensive experience as 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).
• Former General partner and Global Head of Asset Management of Rothschild and Co Group.
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 supervisory board of Vidi
Capital (France)
• Senior advisor to Namene Solar
• 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)
•
Chairman of the Supervisory Board Crover
World (June – October 2022)
Member of the board of directors Crédit
Mutuel
Investment Management (France)
(until May 2024)
Attendance 2024:
• SB 100%
• AC 100%
Mandate:
• First Mandate: June 7, 2018
• Second Mandate: June 22, 2022
• Expiry date of term of office: AGM 2026
26
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 and Sustainability 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. With deep expertise
in the carbon market and high-impact projects, he has served as a senior advisor to a leading manufacturer and distributor of solar lamps,
bringing sustainable lighting solutions to off-grid populations across Africa and Asia. He has also played a pivotal role in a groundbreaking
project focused on industrializing a unique technology designed to eliminate asbestos fibers from construction and demolition waste.
• 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:
2,780 (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
• Director of Broward Mall LLC, Roseville Shoppingtown
LLC;
Santa Anita Borrower LLC, Valencia Town Center
Venture GP LLC;
• Manager of
Annapolis REIT 1 LLC, Annapolis REIT 2
LLC, Annapolis REIT 3 LLC, Culver City REIT 1 LLC,
Culver City REIT 2 LLC, Culver City 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, O
akridge REIT 3 LLC, Plaza Bonita REIT 1 LLC,
Plaza Bonita REIT 2 LLC, Plaza Bonita REIT 3 LLC,
Promenade Service 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 REIT 1 LLC, West-
OC REIT 2 LLC, West-
OC REIT 3 LLC, West Valley REIT
1 LLC, West Valley REIT 2 LLC, West Valley REIT 3 LLC;
Mission Valley REIT 1 LLC, Mission Valley REIT 2 LLC,
Mission Valley REIT 3 LLC;
•
EVP, General Counsel and Secretary of Fashion Square
Service TRS INC.; Montgomery Service Inc.; URW WEA
LLC; VF/UTC Service Inc.; WCL Holdings Inc.; 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 America G.P. II LLC;
Westfield LLC; Westfield U.S. Holdings LLC; Westfield
Properties LLC; Westfield Realty Beneficiary Inc.
• Manager of Horton Plaza REIT 1 LLC; Horton Plaza REIT
2 LLC; Horton Plaza 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; Mission Valley REIT 1 LLC, Mission
Valley REIT 2 LLC; Mission Valley REIT 3 LLC; Director
of Santa Anita GP LLC;
•
EVP, General Counsel and Secretary of Westfield
Beneficiary 1 Inc.; Westfield Beneficiary 2 Inc.;
Westfield Subsidiary REIT 1 Inc.; Westfield Subsidiary
REIT 2 Inc.
Attendance 2024:
• SB 100%
Mandate:
• First Mandate: June 7, 2018
• Second Mandate: June 22, 2022
• Expiry date of term of office: AGM 2026
27
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 government affairs, shopping centre operations, financings, joint venture
transactions, leasing 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 organisational and operational 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.
• Other Experience:
Sits on the board of C5 Los Angeles, a non-
profit organization whose mission is to provide opportunities for training, mentorship and
leadership for teens from under-resourced communities and inspire them to pursue new challenges while preparing for leader
ship
roles in school, college, work and in their communities. Furthermore, Aline is a published children’s book author.
BORN ON:
February 2, 1957
NATIONALITY:
French
NUMBER OF STAPLED
SHARES HELD:
105,446
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 - 2007).
• Former Management Board member and Chief Resources Officer at Unibail-Rodamco SE (2007 -
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 SEB
SA (France); Chair of the Audit
Committee; Member of the Governance
and Remuneration Committee; Member
of the Strategy & Sustainability
Committee;
• Chair
of the supervisory board of
Bénéteau SA (France), Chair of the Audit
Committee, Member of the Strategy
Committee,
Member of the Governance,
Nomination and remuneration
Committee
Other Company
•
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 Crédit Agricole SA
(France); Chair of the Audit Committee; Member of the
Risk Committee; Member of the Strategy & Sustainability
Committee (until May 2022);
•
Member of the supervisory board of Crédit Agricole
Corporate and Investment Bank (France); Chair of the
Audit Committee; Member of the Risk Committee;
Member of the Remuneration Committee; Member of the
Governance and Nomination Committee (Until May
2023).
Attendance 2024:
• 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
28
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,Compliance and Sustainability 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. As a dedicated member of the
Strategy and CSR committee at Crédit Agricole SA and Groupe SEB, she has conducted thorough reviews of strategic planning,
focusing on corporate, social, and environmental responsibilities. She has overseen the integration of non-financial information
into the company's reporting, driving ESG principles and sustainable practices within the organization.
• 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.
DIVERSITY AND INCLUSION
URW NV is committed to applying its diversity and inclusion policy to all Group employees. In this respect, the SB annually reviews the Group’s
Diversity Policy that aligns to the URW Diversity Charter, and more specifically, the gender policy on the balanced representation of women and
men within the governance bodies. In 2022, the Company set diversity targets 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 “sub-top”(as explained below) shall be held by women and no more than 60% by men during 2025.
URW NV has defined it’s “sub-top” to include employees with a level 15 or higher position, and any MB member. In addition, a diversity target
must be set in the annual variable compensation and long-term variable compensation for the members of the MB. These subjects are reviewed
and challenged by the GNRC in order to ensure that the Group achieves its objectives under the supervision of the SB.
The composition of the SB over the year 2024 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 (i.e., the “sub-top”), with a 67%/33%
40
male/female gender balance in 2024,
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 during 2025 as outlined above.
In alignment with these efforts, diversity and inclusion form a key part of the URW Group’s Better Places roadmap. With representation across
two continents, the Group welcomes employees from diverse cultures and backgrounds to build successful and inclusive teams. To build a safe
and supportive environment, the Group diffuses diversity and inclusion topics to all employees to create an inclusive culture. As part of their
onboarding path, every newcomer is invited to attend a webinar on “Supporting inclusion at URW”. The Group ensures that several sessions are
proposed per year.
The Group commits to ensuring full equal opportunities in HR practices and processes Group-wide. This target has been achieved as 100% of URW
regions ensure full equal opportunities in their HR practices and processes by having the URW Equal Opportunity Statement included in formalised
HR policies relating to recruitment practices, compensation and benefits, talent reviews, and learning and development. The Equal Opportunity
Statement ensures that the HR policy and processes are applied without discrimination on the basis of race, colour, religion, sex, sexual
orientation, gender identity, marital status, age, disability, national or ethnic origin, military service status, citizenship, involvement in employee
representative bodies or other protected characteristics.
URW also developed the Be You at URW framework which aims to fully embed the Group’s commitment to drive even greater diversity and
inclusion across the business. This approach focuses on 4 pillars (Leadership and Commitment, Inclusion Policies and Performance, Culture and
Employee Engagement and Employee Development and Learning). In line with the “Be You at URW” charter, the Group’s D&I commitment – Be
You at URW – focuses on all forms of diversity in the workplace and hinges on a basic principle: being proud, being unique, in an environment
that ensures all employee feel safe and supported enough to be the best of themselves. Specific processes, such as setting objectives campaign
and mid-year reviews, enable to review individual learning needs.
For a more detailed understanding of the diversity and inclusion policy, and the progress of the action plan to cultivate a diverse, skilled and
engaged workforce that drives sustainable change in line with the URW Group policies, reference is made to the URW Sustainability Report.
A. SIZE OF THE SB
The SB considers that the current number of five members is relevant for the Company and allows for optimum functioning. The SB wishes to
have enough members to have diverse profiles, with eclectic perspectives and horizons while preserving a real proximity between its members,
allowing quality of discussions and agility essential in its proper functioning. As of December 31, 2024, the SB comprises five members.
40
Composition of this group has been adjusted to the equivalent at the URW Group since 2023.
29
B. AGE / SENIORITY
The SB shall monitor during discussions on (i) the SB succession plan, (ii) the typical profiles/competencies of SB members as established in its
Charter and (iii) the SB evaluation, including amongst others to respect a diversity in the age.
C. DIVERSITY (GENDER, NATIONALITY AND CULTURE)
The SB composition seeks a balanced representation of women and men. In accordance with the Dutch law and to promote diversity at the top
of the business community, at least one third of the supervisory board of listed companies must consist of men and at least one third of women.
At year-end 2024, the SB meets URW NV’s diversity objectives, 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.
As at December 31, 2024
Portion of women
40%
Portion of men
60%
D. SKILLS OF THE SUPERVISORY BOARD MEMBERS
The SB has identified the skills, experiences and expertise essential to best carry out its supervisory role as well as its duties, in light of the
nature and scope of the international operations of the Group, the Group’s strategy for the medium and long-term and the related risks.
• Active executive and senior leadership experience
• Financial expertise & real estate experience
• Legal, Risk Oversight, ESG and Compliance expertise
• International Experience and regional market experience
• Corporate Governance Experience
• Real estate and real estate asset management experience
• Retail and consumer product experience
E. 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, 2024, the majority of
the SB members can be considered independent within the meaning of principle 2.1.8 of the DCGC.
As at 31/12/2024
Criteria Dutch Corporate Governance Code
Qualification
Mr. Jean-Marie Tritant
Non-independent
Mr. Fabrice Mouchel
Independent
Mr. Jean-Louis Laurens
Independent
Mrs. Catherine Pourre
Independent
Mrs. Aline Taireh
Independent
2.2.2. SB MEETINGS AND ACTIVITIES
The SB held 7 meetings in 2024 (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 2023, both internally (e.g. organisational matters, risk
management, compliance and Anti-Corruption Program, 2024 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 the financial year 2024 attended 6 meetings.
SB Members were also informed of the work and recommendations of its specialised committees and that of the Company’s statutory auditor.
The minutes and documents of all the meetings of the AC and GNRC are systematically made available to all SB Members through a secure
electronic platform.
The joint URW SB annual Strategy Retreat was held in Paris, France, in October 2024. With focus on the deleveraging plan, sustainability and
energy action plan and digital and data strategy. In December 2024, a joint URW Group SB training session was held, with specific focus on
sustainability and regulations, compliance and governance.
Principal responsibilities of the SB
Key areas discussed, reviewed and/or approved in 2024
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.);
• Implementation of the redesigned CSR Strategy “Better
Places 2030”.
Group Financial Policy and Financial Performance and Reporting
• Review and discussion of the deleveraging programme;
30
• 2024 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 2023 consolidated full-year results, statutory
financial statements and half-year accounts for the 2024
financial year;
• Relationship with URW NV’s statutory auditor including
auditor’s reporting for the coming year;
• 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;
• 2024 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;
• Evolution of the Group risk management strategy;
• Focused review of selected risk management topics
(2024 focus included: REIT status and Tax compliance,
Access to Capital and Financing Market Disruption, and
Corruption, Money Laundering and Fraud).
Governance and Compliance with Relevant Laws and
Regulations
• Updates to the URW Group’s compliance programme
(including the URW Group’s part in fighting forced
labour) and completing the Group Compliance and Group
Anti-Corruption Programme training;
• Compliance with the updated
Dutch Corporate
Governance Code
• Review of the independence of SB Members;
• Regular updates on regulatory/legal changes, including
the follow up of the Group’s diversity and inclusion
targets ;
• Review 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
• 2024 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 2024 AGM voting items and the proposed
capital raise) and corporate governance roadshow and
communications;
• Updates on shareholder composition;
• Monitoring of the Shareholder Engagement Guidelines
and review of the Stakeholder Dialogue Policy;
• AGM materials (agenda, resolutions, etc.);
• Annual Report 2023.
31
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 programme 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, 2024, 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 2024, the AC met 8 times
(including ad hoc meetings) in order to carry out its responsibilities. Overall attendance was 100%. The Company's statutory auditor attended 6
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.
Principal responsibilities of the AC
Key areas discussed, reviewed and/or recommended for approval to the SB in 2024
Group Financial Policy
•
Strategic
initiatives to the balance sheet, including deleveraging, access
to capital (settlement of intercompany loans);
• Extensive review and follow-
up of financial, borrowing, accounting and
tax aspects;
• 2024 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;
•
Non-audit services provided by URW NV's external auditor.
Financial Performance and Reporting
• Review and discussion of the disposal programme;
• 2023 consolidated full-
year results and statutory financial statement and
half-year accounts for the 2024 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;
• Up
dates on regulatory/legal changes, changes, including the European
Directive on corporate sustainability reporting and the implementation
thereof in the Netherlands.
32
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;
• 2024 internal audit plan;
• Internal audits, internal control system and compliance matters;
• In-depth review of risk management and update of the risk mapping
and
risk management strategy;
• Focused review of selected risk management topics (2024 focus included:
REIT status and Tax Compliance; Access to Capital and Financial Market
Disruption; Corruption, Money Laundering & Fraud).
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, 2024, 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 4 meetings in 2024 (including ad hoc meetings). Overall attendance was 100%.
Principal responsibilities of the GNRC
Key areas discussed, reviewed and/or recommended for approval to the SB
in 2024
Company Remuneration Policy and performance assessments
• 2024 MB Member remuneration (including FI, level of
attainment of annual STI and LTI targets);
• 2024 LTI envelope.
Shareholder outreach and engagement
• Shareholder engagement and feedback (including as relates to
governance and remuneration);
•
Monitoring of the Shareholder Engagement Guidelines and
review of the Stakeholder Dialogue Policy;
•
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, including
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, changes,
including the European
Directive on corporate sustainability
reporting and the implementation thereof in the Netherlands
•
Compliance with the Dutch Corporate Governance Code.
33
2.2.3.3. INVESTMENT COMMITTEE (IC)
The SB Members who are members of the IC are authorised 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, 2024, 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, 2024 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,
2024, 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. Overall, over the year ending December 31, 2024 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 2023, 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 December 2024 URW Group SB training sessions were held in which the URW NV SB members participated, including on the URW’s Security and
crisis management, the Environmental, Sustainable and Corporate Governance, and the Retail and consumer insights and Marketing strategy
update.
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 and is updated regularly to take into account changes in practice and legislation. Reference is made to note 7.4. in the financial statements
of this annual report.
On July 9, 2024, URW NV and URW SE, URW NV's largest shareholder and the sole holder of class B shares in URW NV's capital (“Class B Shares”),
effected a debt-to-equity conversion (the “Transaction”). As part of the Transaction, among other matters:
- the Articles were amended to (i) create f a share premium reserve that is exclusively attached to (and distributable exclusively on) the
Class B Shares (the "Class B Share Premium Reserve"), (ii) include provisions ensuring that the meeting of holders of Class B Shares is
exclusively authorized to make distributions from the Class B Share Premium Reserve (including in the form of Class B Shares and/or other
assets); (iii) include provisions allowing for the conversion of a (positive) balance of the Class B Share Premium Reserve into additional
Class B Shares; (iv) include certain changes to the liquidation distribution provision pursuant to which, to the extent any assets remain
after payment of all of URW NV’s debts in connection with its dissolution, the remaining (positive) balance of the Class B Share Premium
Reserve (if any) shall be distributed on the Class B Shares if the meeting of holders of Class B Shares so decides; and (v) include transitional
provisions that would automatically increase the number of Class B Shares included in the Company's authorized share capital, in one or
more tranches, including as a consequence of a potential conversion of a (positive) balance of the Class B Shares Premium Reserve into
additional Class B Shares;
34
- URW SE and URW NV entered into an amended and restated participation maintenance subscription right agreement (the "Amended and
Restated Subscription Right Agreement"), for no valuable consideration (without prejudice to any exercise price to be satisfied under
the terms of the Amended and Restated Subscription Right Agreement upon the exercise of the subscription right thereunder), allowing
URW SE to acquire Class B Shares up to and including the maximum number of Class B Shares that may be issued under URW NV’s authorized
share capital from time to time at an exercise price per Class B Share at least equal to the nominal value of one Class B Share and otherwise
to be determined in accordance with the Amended and Restated Subscription Right Agreement;
- URW SE made a share premium contribution on its Class B Shares pursuant to a share premium contribution agreement, equal to USD
2,048,039,596.34, which equals the aggregate principal amount plus accrued but unpaid interest under two intra-group term loan
agreements and a promissory note, in each case originally entered into between URW SE as lender and URW America Inc. as borrower.
The share premium contribution was utilized to repay and cancel these two intra-group loan agreements;
- URW SE made another share premium contribution on its Class B shares pursuant to a share premium contribution agreement, equal to
EUR 2,000,000,000, which equals the aggregate principal amount under two intra-group loan facility agreements originally entered into
between URW SE as lender and URW NV as borrower. The share premium contribution was utilized to repay and cancel these two intra-
group loan agreements; and
- as part of the agreements referred to above, URW SE and URW NV agreed that the exercise price per Class B share in relation to a
conversion of the balance of the Class B Share Premium Reserve created as a result of the above-mentioned debt-to-equity conversions
shall be equal to the nominal value of EUR 0.50.
The amended articles of association and the Amended and Restated Subscription Right Agreement are available on URW NV’s website
https://www.urw-nv.com/en/investors/financial-information.
NO CONVICTIONS OR OFFENCES
As at December 31, 2024, 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 since January 1, 2024) was adopted by the AGM on June 12, 2024 with 96,16% votes in favour. In 2024 there were no changes
introduced to URW NV’s current SB Remuneration Policy (effective as of January 1, 2021)
41
.
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 2024 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 2024 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 2024 financial year.
This remuneration report, which describes the remuneration of the MB Members and the SB Members for the financial year 2024, is subject to an
advisory vote at URW NV’s AGM in 2025. At the AGM held on June 12, 2024, 96,85% of votes were cast in favour of URW NV's remuneration report
2023. 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.
41
The MB Remuneration Policy and the SB Remuneration Policy are available on our website: https://www.urw-nv.com/en/corporate-governance/related-documents.
35
It should be noted that:
1)- The STI figures are after adjustment by a factor of 95% applied to all employees worldwide, as a sign of collective responsibility.
2)- Pursuant to the equity distribution that took place on May 16, 2024, all outstanding Performance Shares were adjusted by 3%, and all
outstanding stock options were adjusted by 3%, and the exercise prices were reduced by 3%, to reflect the impact of this distribution on potential
gains.
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 2024.
2.3.2. REMUNERATION RATIO AND PERFORMANCE EVOLUTION
The Dutch Corporate Governance Code (“Code”) that applied during 2024 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, 2024,
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
42
of URW NV (including its subsidiaries). We have used the aggregate cash
remuneration
43
from January 1, 2024 to December 31, 2024 as a reference amount
44
.
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 over the past five years.
42
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.
43
The cash remuneration includes base salary and annual (cash) bonus.
44
The remuneration of employees who worked at URW NV and its affiliates for less than a year as of December 31, 2024 is annualised. The exchange rate used for
compensation paid in USD is the average rate over the period as published by the European Central Bank.
45
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.
46
There is no longer any President US role since 2021.
47
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 for the year
2020.
2024
2023
2022
2021
2020
Total remuneration
paid or granted
(including LTI)
45
Jean-Marie Tritant, President US
n/a n/a
n/a
46
n/a
3, 4
€2,238,368
Dominic Lowe, COO US €1,922,004 €2,002,814 €2,287,377 €1,696,928 €647,518
Gerard Sieben, CFO €369,778 €375,151 €358,704 €345,783 €307,953
Pay ratio
(excluding LTI)
Average cash MB remuneration
€864,693 €865,103 €839,429 €714,494
€645,310
47
Company average cash
remuneration
€192,152 €185,912 €164,387 €138,933 €135,710
Multiple of the company average
cash remuneration
4.5 4.7 5.1 5.1 4.8
Company
performance
Net Operating Result (recurring) in
Mn €
€399.8 €419.8 €481.2 €380.6 €310.4
36
2.3.3. REMUNERATION OF THE MB MEMBERS FOR 2024 FINANCIAL YEAR
The MB Remuneration Policy that was approved by the AGM on June 12, 2024 was applied in 2024 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 2024 FINANCIAL YEAR TO
MR DOMINIC LOWE, COO US
Elements of
Remuneration Amounts
Comments
Annual Fixed
Income – FI
(Paid in respect of
the 2024 year)
€691,194
Mr Lowe’s FI amounts to $750,000 (i.e. €693,225) per year.
Short-Term
Incentive – STI
(To be paid in 2025
in respect of the
2024 year)
€615,163
The target STI opportunity for 2024 was set at 100% of FI and the maximum at 150% of FI.
Performance measure
(scope is US unless specified)
Weight
Unit
Threshold
(37.5% of
target)
Target
Stretch
(125% of
target)
Achieved
Score
(% of
target)
Payout
Net Operating Result
15%
Mn €
447.07
510.94
536.48
493.47
82.9%
€81,643
Investments/Disposals
10%
Undisclosed*
75%
€42,283
Net Operating Result B25 vs
P25
10%
Mn €
526.84
556.84
585.38
539.41
64.4%
€49,242
Effective rent Uplift
5%
Undisclosed*
123.3%
€40,476
Average Vacancy
10%
%
142%
11.7%
10.7%
12.7%
73.6%
€48,323
Gross Admin expenses
25%
Undisclosed*
107.4%
€176,286
Gender parity improvement
5%
%
40.0%
50.0%
60.0%
55.6%
113.9%
€37,391
GHG emissions (Group)
5%
tCO
2
eq
32,3002
29,365
26,429
23,493
125%
€41,035
Qualitative performance
15%
See details below
100%
€98,483
TO TA L
100%
93.7%**
€615,163
* these objectives and actual achievements are commercially sensitive and therefore not disclosed.
**In line with the approach taken for the entire URW population, a 5% reduction is applied on the overall payout.
The gross STI was acknowledged by the SB on March 17, 2025, upon the recommendation of the GNRC,
and is before income tax and social security charges. The equivalent amount in USD is $667,500.
Among significant individual objectives achieved by Mr Lowe in 2024:
• Increased tenant sales in the US by 6.6% and footfall rose by 2.8% compared to 2023.
•
Successfully implemented multiple process improvement and simplification projects across US
Westfield centers, achieving a significant reduction in operational costs.
• Achieved 94% occupancy and increased average rent on long-
term deals, reflecting strong
leasing activity and rental growth for the US shopping centers.
• Successful delivery of controlled projects and disposals, contributing to reshaping the
Group's portfolio for further growth and value creation.
The STI paid in 2024 in respect of 2023 was $706,600 (101.9% of target opportunity).
Long-Term
Incentive – LTI
Performance
Shares (PS) and
Performance
Stock Options (SO)
(Granted during
the 2023 year)
(Economic value at
the grant date
according to IFRS 2
requirements,
based on the
evaluation
conducted by
Willis Towers
Watson)
€572,216
The maximum LTI opportunity is 120% of FI (180% in exceptional circumstances).
The SB, upon the recommendation of the GNRC, granted a combination of PS and SO to Mr Lowe,
dated March 7, 2024, with the following characteristics:
Presence
condition
Performance
period
Performance
condition
Strike
price
Number of
units
Economic
value
(IFRS)
PS
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% GHG
emissions, 10%
executive
gender balance)
n/a 15,162
€465,220
$487,791*
*
SO
3 years
€67.31
(no
discount)
15,162
€106,995
$112,187
*
TOTAL
€572,216
(i.e. $600,000 = 80% of FI*)
*Based on exchange rate published by the European Central Bank at grant date
Mr. Lowe has received SO and PS as COO US since May 18, 2021. As such, according to the
performance of the LTI plan 2021 assessed at 40%, on May 18, 2024, he received 5,829 PS, and from
that date 5,829 SO were exercisable until May 18, 2029.
Pension
€19,124
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
€24,307
Mr Lowe benefits from benefits applicable to all employees in his work country, including life and
health insurance and social security benefits.
37
Elements of
Remuneration Amounts
Comments
Service agreement
Yes
The service agreement between URW NV and Mr Dominic Lowe is in force since June 29, 2021.
TOTAL
€1,922,004
As a result to the above-mentioned figures, the fixed and variable remuneration components weigh 38.2% and 61.8% of total remuneration.
2.3.3.2. ELEMENTS OF REMUNERATION DUE OR GRANTED FOR THE 2024 FINANCIAL YEAR TO
MR GERARD SIEBEN, CHIEF FINANCIAL OFFICER (CFO)
Elements of
Remuneration Amounts
Comments
Annual Fixed Income –
FI (paid in respect of the
2023 year)
€185,012
The FI of the CFO may benefit from the usual annual salary indexation applicable in the Netherlands under
the same terms and conditions.
Short-Term Incentive –
STI (to be paid in 2025 in
respect of the 2024 year)
€41,160
The target STI opportunity is 25% of FI.
Performance measure
(URW Group)
Weight Unit
Threshold
(37.5% of
target)
Target
Stretch
(125% of
target)
Achieved
Score
(% of
target)
Payout
Net Operating Result
15%
€
447.07
510.94
536.48
493.47
82.9%
€5,454
Net Operating Result B25 vs
P25
10
%
526.84
556.11
585.38
539.41
64.4%
€2,830
Investment/Divestment
10%
Undisclosed*
75%
€3,296
Effective rent Uplift
5%
Mn €
3.87
5.16
5.68
5.64
123.3%
€2,708
Average Vacancy
10%
%
14.2%
11.7%
10.7%
12.7%
73.6%
€3,234
Gross Admin expenses
25%
Undisclosed*
107.4%
€11,798
Gender parity improvement
5%
%
40.0%
50.0%
60.0%
55.6%
113.9%
€2,502
GHG emissions
5%
tCO2
32,302
29,365
26,429
23,493
125%
€2,746
Qualitative performance
15%
See details below
100%
€6,591
TO TA L
100%
**93.7%
€41,160
* these objectives and actual achievements are commercially sensitive and therefore not disclosed.
**In line with the approach taken for the entire URW population, a 5% reduction is applied on the overall payout.
The gross STI was acknowledged by the SB on March 17, 2025, upon the recommendation of the GNRC, and
is before income tax and social security charges.
Among significant individual objectives achieved by Mr Sieben in 2024:
• Successfully implemented a debt-to-
equity conversion, further strengthening the Company’s
financial stability and loan-to-value.
•
Further improvement of reporting coordination between teams in the US, France and The
Netherlands resulting in improved quality and deadlines.
• Monitoring and implementing CSRD requirements as well as strengthening of community-
oriented
projects and actions of URW NV in The Netherlands.
• Reduced administrative cost per employee by improving efficiency and cost management.
The total STI paid in 2024, in respect of 2023, was €50,341 (108.8% of target STI).
Long-Term Incentive –
LTI
Performance Shares
(PS) and Performance
Stock Options (SO)
(Granted during the
2023 financial year)
(Economic value at the
grant date according to
IFRS 2 requirements,
based on the evaluation
conducted by Willis
Towers Watson)
€92,690
The maximum LTI opportunity is 70% of FI, 180% in exceptional circumstances.
The SB, upon the recommendation of the GNRC, granted a combination of PS and SO to Mr Sieben, dated
March 7, 2024, with the following characteristics:
Presence
condition
Performance
period
Performance
condition
Strike
price
Number of
units
Economic
value (IFRS)
PS
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% GHG
emissions, 10%
executive gender
balance)
n/a 2,456 €75,358
SO 3 years
€67.31
(no
discount)
2,456 €17,331
TOTAL
€92,690
(50.1% of FI)
Mr Sieben has received SO and PS grant since 2019. As such, according to the performance of the LTI plan
2021 assessed at 40%, on May 18, 2024, he received 1,160 PS, and from that date 1,160 SO were
exercisable until May 18, 2029.
The SO and PS granted to Mr Sieben on March 7, 2024 will vest on March 7, 2027.
Pension
€26,094
Mr Sieben benefits from a defined contribution pension plan.
Benefits in Kind
€24,822
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.
38
Elements of
Remuneration Amounts
Comments
TOTAL
€369,778
As a result to the above-mentioned figures, the fixed and variable remuneration components weigh 63.6% and 36.4% of total remuneration,
respectively.
39
2.4. REMUNERATION PAID TO THE SB MEMBERS FOR 2024
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 2024. The current SB remuneration policy was approved by the AGM on June
29, 2021 and in accordance with the requirements under Dutch law will be proposed for re-adoption at URW N.V.’s annual General Meeting to
be held in 2025.
2.4.1. REMUNERATION PAID TO THE SB MEMBERS
In 2024 remuneration of the SB members amounted to €259,500. 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 OVER THE PAST FIVE YEARS
SB Members
2024
2023
2022
2021
2020
Mr. Jean-Marie Tritant
(2)
€0
€0
€0
€0
NA
Mr. Fabrice Mouchel
€0
€0
€0
€0
NA
Mr. Jean-Louis Laurens
€137,500
€136,000
€138,000
€130,000
€135,500
Mr. Alec Pelmore
(3)
€0
€0
€0
€0
€122,000
Mrs. Catherine Pourre
€122.000
€130,000
€122,500
€109,417
NA
Ms. Aline Taireh
(4)
€0
€0
€0
€0
€0
TOTAL
€259,500
€266,000
€260,500
€239,417
€257,500
(1) The 2018 remuneration was applied pro rata temporis.
(2) Mr. Jean-Marie Tritant has received in 2021 a tax equalisation payment related to his former capacity as MB member in 2020. The amount is €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.
2.4.2. NUMBER OF STAPLED SHARES, SO AND PS HELD BY MB MEMBERS AND SB MEMBERS AS AT
DECEMBER 31,2024
MB and SB Members
Stapled Shares
Owned
Non-exercised
SO
PS subject to vesting
period
Mr.
Dominic Lowe
4,980 94,403 66,994
Mr. Gerard Sieben
1,454 19,967
8,919
Mr. Jean
-Marie Tritant 61,183* 268,089 136,902
Mr. Fabrice Mouchel
38,876** 194,529 102,677
Mr. Jean
-Louis Laurens
363 0 0
Mrs. Catherine Pourre
105,446 0 0
Ms. Aline Taireh
2,780*** 33,651 15,668
* Excluding 7,310 Stapled Shares held via the URW SE Company Saving Plan.
** Excluding 11,323 Stapled Shares held via the URW SE Company Saving Plan.
*** Including 305 Stapled Shares held through CDI’s.
40
FINANCIAL STATEMENTS AS
AT DECEMBER 31, 2024
41
On March 17, 2025, the Supervisory Board approved the consolidated financial statements of Unibail-Rodamco-Westfield N.V. for the year ended
December 31, 2024, 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 11, 2025.
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 throughout chapter 3.
3.1.1 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| 2024 | 2023 | ||
(€Mn) | Notes | ||
Gross rental income | 5.3 | ||
Service charge income | |||
Service charge expenses | ( | ( | |
Property operating expenses | ( | ( | |
Operating expenses and net service charges | ( | ( | |
Net rental income | |||
Net property services and other activities income | |||
Share of result of companies accounted for using the equity method | 7.2 | ( | ( |
Corporate expenses | ( | ( | |
Depreciation of tangible assets | 6.2.2 | ( | ( |
Administrative expenses | ( | ( | |
Acquisition and related costs | 5.2.4 | ( | ( |
Result on disposal of investment properties and loss of control | 2.1.1/2.2.1 | ||
Valuation gains on assets | |||
Valuation losses on assets | ( | ( | |
Valuation movements on assets | 6.4 | ( | ( |
NET OPERATING RESULT | ( | ||
Financial income | |||
Financial expenses | ( | ( | |
Net financing costs | 8.2.1 | ( | ( |
Fair value adjustments of derivatives, debt and currency effect | 8.2.2 | ( | ( |
RESULT BEFORE TAX | ( | ( | |
Income tax benefit/(expenses) | 9.2 | ||
NET RESULT FOR THE PERIOD | ( | ( | |
Net result for the period attributable to: | ( | ( | |
Owners of Unibail-Rodamco-Westfield N.V. shares | ( | ( | |
Non-controlling interests | |||
NET RESULT FOR THE PERIOD | ( | ( |
42
2024
| 2023 | |||
Average number of shares (undiluted) | 14.2 | ||
Net result of the period (Owners of Unibail-Rodamco-Westfield N.V.) | ( | ( | |
Net result for the period per share (Owners of Unibail-Rodamco- Westfield N.V.) (€) | ( | ( | |
Average number of shares (diluted) | 14.2 | ||
Net result of the period (Owners of Unibail-Rodamco-Westfield N.V.) | ( | ( | |
Diluted net result per share (Owners of Unibail-Rodamco-Westfield | ( | ( | |
N.V.) (€) (1) | 2024 | 2023 | |
(€Mn) | |||
NET RESULT FOR THE PERIOD | ( | ( | |
Foreign currency differences on translation of financial statements of subsidiaries | |||
and net investments in these subsidiaries (2) | ( | ||
Other comprehensive income that may be subsequently recycled to profit | |||
and loss | ( | ||
OTHER COMPREHENSIVE INCOME | ( | ||
TOTAL COMPREHENSIVE INCOME | ( | ( | |
Total Comprehensive Income for the period attributable to: | |||
Owners of Unibail-Rodamco-Westfield N.V. shares | ( | ( | |
External non-controlling interests | ( | ( | |
TOTAL COMPREHENSIVE INCOME | ( | ( |
(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 2024 and 2023 the EPS are
antidilutive.
(2) The amount is presented net of related tax effects.
43
3.1.2 CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| December 31, 2024 | December 31, 2023 | ||
(€Mn) | Notes | ||
Non-current assets | |||
Investment properties | 6.1 | ||
Investment properties at fair value | |||
Investment properties at cost | |||
Shares and investments in companies accounted for using the equity | |||
method | 7.2 | ||
Tangible assets | 6.2 | ||
Intangible assets | 6.3 | ||
Financial assets | 8.3.1 | ||
Deferred tax assets | 9.3 | ||
Derivatives at fair value | 8.4 | ||
Current assets | |||
Properties or shares held for sale (1) | |||
Inventories | |||
Trade receivables from activity | 8.3.1 | ||
Tax receivables | |||
Other receivables | 8.3.1 | ||
Cash and cash equivalents | 8.3.6 | ||
Total assets | |||
SHAREHOLDERS' EQUITY (OWNERS OF UNIBAIL-RODAMCO- WESTFIELD N.V. SHARES) | |||
Share capital | 14.2 | ||
Additional paid-in capital | 14.3 | ||
Additional paid-in capital B Shares | 14.3 | ||
Consolidated reserves | 3.1.4 | ( | ( |
Foreign currency translation reserves | |||
Consolidated result | 3.1.1 | ( | ( |
Capital securities | 14.5 | ||
Equity attributable to the owners of Unibail-Rodamco-Westfield | |||
N.V. | |||
Non-controlling interests | 15.4 | ( | ( |
Total shareholders' equity | |||
NON-CURRENT LIABILITIES | |||
Long-term commitment to non-controlling interests | 8.3.7 | ||
Long-term bonds and borrowings | 8.3.3 | ||
Long-term lease liabilities | 8.3.3 | ||
Derivatives at fair value | 8.4 | ||
Deferred tax liabilities | 9.3 | ||
Non-current provisions | 10 | ||
Guarantee deposits | |||
Amounts due on investments | 12 | ||
Other non-current liabilities | |||
Current liabilities | |||
Liabilities directly associated with properties or shares classified as held for sale | |||
Current commitment to non-controlling interests | 8.3.7 | ||
Amounts due to suppliers and other creditors | |||
Amounts due to suppliers | |||
Amounts due on investments | 12 | ||
Sundry creditors | |||
Other current liabilities | 11 | ||
Current borrowings and amounts due to credit institutions | 8.3.3 | ||
Current lease liabilities | 8.3.3 | ||
Current provisions | 10 | ||
Total liabilities and equity |
(1) In H2-2023, URW signed a Sale, Purchase and Escrow Agreement with a $30 Mn non-refundable cash deposit for the disposal of Westfield Oakridge.
44
3.1.3 CONSOLIDATED STATEMENT OF CASH FLOWS
(€Mn)
Notes
2024
2023
OPERATING ACTIVITIES | |||
Net result | ( | ( | |
Depreciation & provisions (1) | ( | ( | |
Changes in value of property assets | 6.4 | ||
Changes in fair value of derivatives, debt and currency effect | 8.2.2 | ||
Result on disposal of investment properties and loss of control (2) | ( | ( | |
Share of the result of companies accounted for using the equity method | |||
Net financing costs | 8.2.1 | ||
(Income) tax benefit/expenses | 9.2 | ( | ( |
Dividend received from companies accounted for using the equity method or non-consolidated (3) | |||
Income tax (paid) received | ( | ( | |
Change in working capital requirement | ( | ||
Total cash flow from operating activities | |||
INVESTMENT ACTIVITIES | |||
Property activities | ( | ||
Acquisition of subsidiaries, net of cash acquired | ( | ||
Amounts paid for works and acquisition of property assets | 6.5 | ( | ( |
Repayment of property financing | |||
Increase of property financing (4) | ( | ( | |
Disposal of Shares | |||
Disposal of investment properties and loss of control | 2.1.1/2.2.1 | ( | |
Financial activities | ( | ||
Acquisition/issuing of financial assets | ( | ( | |
Repayment of financial assets | |||
Total cash flow from investment activities | ( | ||
FINANCING ACTIVITIES | |||
Increase in capital | 2.1.2 | ||
New borrowings and financial liabilities | 8.3.3 | ||
Repayment of borrowings and financial liabilities | 8.3.3 | ( | ( |
Cash flows from derivatives | |||
Interest paid | ( | ( | |
Other financing activities | |||
Total cash flow from financing activities | ( | ||
Change in cash and cash equivalents during the period | ( | ||
Net cash and cash equivalents at the beginning of the year | |||
Effect of exchange rate fluctuations on cash held | ( | ||
Net Cash and cash equivalents at period-end | 8.3.6 |
(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) In 2024, includes €82.2 Mn (2023: €80.5 Mn) of distributions made by US companies accounted for using the equity method, following the disposal of their assets.
(4) Capital contributions from/to Joint Ventures.
45
3.1.4 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| Equity | ||||||||||
| Additional | Consoli- | Foreign | attributable | |||||||
Additional | paid-in | dated | Consoli- | currency | to the owners | Non- | Total | |||
| Share | paid-in | capital B | reserves | dated | translation | Capital | of URW NV | controlling | Shareholder | |
(€Mn) | capital capital | Shares | net result | reserve (1) | securities | shares | interests | s' equity | ||
EQUITY AS AT DECEMBER 31, 2022 | ( | ( | ( | |||||||
NET RESULT OF THE PERIOD | ( | ( | ( | ( | ||||||
Other comprehensive income | ( | ( | ( | |||||||
Net comprehensive income | ( | ( | ( | ( | ( | |||||
Earnings appropriation | ( | |||||||||
Increase in capital | ( | ( | ( | |||||||
Restatement of hybrid securities | ( | ( | ( | |||||||
Amendment related party | ||||||||||
liabilities (2) | ||||||||||
Change in scope of consolidation | ||||||||||
and other EQUITY AS AT DECEMBER 31, | ||||||||||
2023 | ( | ( | ( | |||||||
Net result of the period | ( | ( | ( | ( | ||||||
Other comprehensive income | ( | |||||||||
Net comprehensive income | ( | ( | ( | ( | ||||||
Earnings appropriation | ( | |||||||||
Increase in capital (2) | ( | |||||||||
Stock options and Company | ||||||||||
Savings Plan | ( | |||||||||
Amendment related party | ||||||||||
liabilities (2) | ( | |||||||||
Change in scope of consolidation | ||||||||||
and other EQUITY AS AT DECEMBER 31, | ||||||||||
2024 | ( | ( | ( | |||||||
(1) The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries.
(2) Reference is made to Note 2.1.2..
3.2 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
46
47
Investment property classified as held for sale
In H2-2023, URW signed a Sale, Purchase and Escrow Agreement with a $30 Mn non-refundable cash deposit for the disposal of Westfield Oakridge.
The transaction is expected to be completed in Q2-2024.
The disposal results on the above-mentioned transactions are recorded in the Consolidated statement of comprehensive income:
• For the fully consolidated assets, the Result on disposal of investment properties and loss of control amounts to €28.1 Mn, including
€43.5 Mn of asset deals, and -€15.4 Mn of share deals;
• For the assets accounted for using the equity method, URW’s stake in the net disposal result of -€8.8 Mn is recorded within Share
of the result of companies accounted for using the equity method.
2.2.2 €500 Mn loan conversion
€500 Mn of the loan with an original nominal value of €1,250 Mn, of which already €750 Mn has been converted earlier, has been converted into
a capital security with a 99-year maturity as per December 31, 2023. The remaining part of the loan is €55.4 Mn.
3
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 December 31, 2023) and subsequently at amortised cost using the effective interest method. The amendment
fee paid to URW SE of €12.5 Mn has been recorded in 2023 under financial expenses.
48
3.3 CLIMATE CHANGE AND RISKS
Climate change mitigation and adaptation are part of the priorities of the URW Group Sustainability strategy, and form an essential component
of the Sustainability risks analysis. URW Group analyses the physical and transitional risks associated with climate change. These risks are in turn
integrated into the Enterprise Risk Management framework.
In October 2023, URW Group announced a comprehensive evolution of the Better Places roadmap, setting ambitious SBTi-approved (The Science
Based Targets Initiative) net-zero targets in terms of carbon emissions reduction and reinforcing its environmental performance objectives, with
the aim to develop and operate places that provide sustainable experiences and contribute to thriving communities.
49
NOTE 4 ● SCOPE OF CONSOLIDATION
50
51
52
53
5.3 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME BY SEGMENT
2024 | 2023 | ||
(€Mn) | Result | Result | |
Gross rental income (1) | 320.4 | 340.8 | |
Operating expenses & net service charges | (108.6) | (122.6) | |
Net rental income | 211.8 | 218.2 | |
| United States | Share of result of companies accounted for using the equity method | (150.3) | (272.2) |
Gains/losses on sale of properties | 2.6 | 28.0 | |
Valuation movements on assets | (19.8) | (165.5) | |
Result Shopping Centres United States | 44.3 | (191.6) | |
Gross rental income (1) | 2.1 | 2.0 | |
Operating expenses & net service charges | (0.2) | (0.4) | |
| Other | Net rental income | 1.9 | 1.6 |
Gains/losses on sales of properties | - | 0.1 | |
Valuation movements on assets | (0.3) | 0.8 | |
Result Shopping Centres Other | 1.7 | 2.6 | |
TOTAL RESULT SHOPPING CENTRES | 46.0 | (189.0) | |
Gross rental income (1) | 2.9 | 3.7 | |
Operating expenses & net service charges | (3.0) | (2.3) | |
Net rental income | (0.1) | 1.4 | |
| United States | Share of result of companies accounted for using the equity method | (2.4) | (3.5) |
Valuation movements on assets | (13.9) | (19.8) | |
Result Offices United States | (16.4) | (21.8) | |
TOTAL RESULT OFFICES | (16.4) | (21.8) | |
Other property services net income | 4.6 | 0.2 | |
Result on disposal of investment properties – Share deals | 2.9 | - | |
Corporate expenses | (25.8) | (18.3) | |
Acquisition and related costs | (1.2) | (5.1) | |
NET OPERATING RESULT | 10.2 | (234.1) | |
Financing result | (411.3) | (493.4) | |
RESULT BEFORE TAX | (401.1) | (727.5) | |
Tax income (expense) | 68.1 | 35.1 | |
NET RESULT FOR THE PERIOD | (333.0) | (692.4) | |
External non-controlling interests | (57.5) | (82.8) | |
NET RESULT FOR THE PERIOD ATTRIBUTABLE TO THE OWNERS OF URW N.V. SHARES | (275.5) | (609.6) |
(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.
54
NOTE 6 ● INVESTMENT PROPERTIES, TANGIBLE ASSETS, INTANGIBLE ASSETS AND
GOODWILL
(€Mn) | December 31, 2024 | December 31, 2023 | |
Shopping Centres | 4,892.1 | 4,185.5 | |
United States | 4,875.6 | 4,168.7 | |
- | Flagships centres | 4,875.6 | 4,168.7 |
- | Regionals centres | - | - |
The Netherlands | 16.5 | 16.8 | |
Offices | 28.6 | 31.9 | |
United States | 28.6 | 31.9 | |
TOTAL | 4,920.7 | 4,217.4 |
Total investment | ||||
(€Mn) | Shopping Centres | Offices | Properties held for sale | properties |
December 31, 2022 | 4,841.1 | 52.3 | - | 4,893.5 |
Disposals/exits from the scope of consolidation | (347.0) | - | - | (347.0) |
Reclassification and transfer of category | (5.2) | - | - | (5.2) |
Capitalised expenses | 65.5 | 0.7 | - | 66.1 |
Valuation movements | (208.8) | (19.8) | - | (228.6) |
Currency translation | (160.0) | (1.4) | - | (161.4) |
December 31, 2023 | 4,185.5 | 31.9 | - | 4,217.4 |
Acquisitions/entries into the scope of consolidation | 382.8 | 6.7 | - | 389.4 |
Disposals/exits from the scope of consolidation | - | - | - | - |
Reclassification and transfer of category | (2.2) | - | - | (2.2) |
Capitalised expenses | 59.2 | 2.0 | - | 61.2 |
Valuation movements | (24.0) | (13.9) | - | (37.9) |
Currency translation | 291.0 | 2.0 | - | 292.9 |
December 31, 2024 | 4,892.1 | 28.6 | - | 4,920.7 |
55
56
Net initial | Rent in € | Discount | CAGR of | |||
Shopping Centres – December 31, 2024 | yield | per sqm (1) | Rate (2) | Exit yield (3) | NRI (4) | |
Max | 12.5% | 1.722 | 13.0% | 12.0% | 8.8% | |
| US | Min | 3.9% | 362 | 7.0% | 5.0% | 2.2% |
Weighted average | 5.2% | 803 | 7.5% | 5.7% | 4.5% | |
Net initial | Rent in € | Discount | CAGR of | |||
Shopping Centres – December 31, 2023 | yield | per sqm (1) | Rate (2) | Exit yield (3) | NRI (4) | |
Max | 12.2% | 1,438 | 14.0% | 12.0% | 9.5% | |
| US | Min | 3.2% | 345 | 6.8% | 5.0% | 1.9% |
Weighted average | 4.9% | 767 | 7.4% | 5.5% | 4.8% |
Net initial | Rent in € | Discount | CAGR of | |||
Shopping Centres – December 31, 2024 | yield | per sqm (1) | Rate (2) | Exit yield (3) | NRI (4) | |
Max | 7.5% | 1.722 | 8.0% | 7.5% | 8.8% | |
| US Flagships incl. CBD | Min | 3.9% | 385 | 7.0% | 5.0% | 2.2% |
Weighted average | 5.0% | 872 | 7.3% | 5.5% | 4.5% | |
Max | 12.5% | 590 | 13.0% | 12.0% | 5.2% | |
| US Regionals | Min | 6.8% | 362 | 10.0% | 8.0% | 3.0% |
Weighted average | 9.3% | 450 | 11.1% | 9.5% | 3.7% |
Net initial | Rent in € | Discount | CAGR of | |||
Shopping Centres – December 31, 2023 | yield | per sqm (1) | Rate (2) | Exit yield (3) | NRI (4) | |
Max | 6.1% | 1,438 | 7.8% | 6.0% | 9.5% | |
| US Flagships incl. CBD | Min | 3.2% | 476 | 6.8% | 5.0% | 2.5% |
Weighted average | 4.6% | 842 | 7.2% | 5.3% | 5.0% | |
Max | 12.2% | 593 | 14.0% | 12.0% | 4.5% | |
| US Regionals | Min | 7.8% | 345 | 10.0% | 8.3% | 1.9% |
Weighted average | 9.4% | 421 | 10.9% | 9.2% | 2.9% |
57
Total investment | |||
(€Mn) | Gross value | Impairment | properties at cost |
December 31, 2022 | 9.0 | - | 9.0 |
Disposals/exits from the scope of consolidation | (8.1) | - | (8.1) |
Capitalised expenses | 1.7 | - | 1.7 |
Currency translation | (0.3) | - | (0.3) |
December 31, 2023 | 2.3 | - | 2.3 |
Reclassification and transfer of categories | 2.2 | - | 2.2 |
Disposals/exits from the scope of consolidation | - | - | - |
Capitalised expenses | 5.1 | - | 5.1 |
Currency translation | 0.5 | - | 0.5 |
December 31, 2024 | 10.2 | - | 10.2 |
Item: | Depreciation period: |
Office equipment | 2 – 5 years |
Furniture | 3 – 5 years |
| Cost | Furniture and | Right of use | |
(€Mn) | equipment | Total tangible assets | |
December 31, 2022 | 54.8 | 17.3 | 71.9 |
Acquisitions | 0.2 | 0.5 | 0.7 |
Reclassification and other movement | - | (3.7) | (3.7) |
Currency translation | (1.9) | (0.5) | (2.4) |
December 31, 2023 | 53.1 | 13.6 | 66.7 |
Acquisitions | 8.5 | - | 8.5 |
Reclassification and other movement | - | - | - |
Currency translation | 3.7 | 0.9 | 4.6 |
December 31, 2024 | 65.4 | 14.4 | 79.8 |
| Accumulated depreciation | Furniture and | Right of use | |
(€Mn) | equipment | Total tangible assets | |
December 31, 2022 | (53.2) | (5.7) | (58.9) |
Depreciation | (3.4) | (3.1) | (6.5) |
Reclassification and other movement | 2.5 | 3.7 | 6.2 |
Currency translation | 1.9 | 0.2 | 2.1 |
December 31, 2023 | (52.2) | (4.9) | (57.1) |
Depreciation | (1.2) | (2.0) | (3.2) |
Reclassification and other movement | - | - | - |
Currency translation | (3.4) | (0.4) | (3.7) |
December 31, 2024 | (56.8) | (7.3) | (64.1) |
| Net book value | Furniture and | Right of use | |
(€Mn) | equipment | Total tangible assets | |
December 31, 2023 | 0.9 | 8.7 | 9.6 |
December 31, 2024 | 8.6 | 7.1 | 15.7 |
58
| Cost | |||
(€Mn) | Software | Trademark | Total intangible assets |
December 31, 2022 | 117.2 | 337.1 | 454.2 |
Acquisitions | 5.0 | - | 5.0 |
Disposal | (25.7) | - | (25.7) |
Currency translation | (3.6) | (11.7) | (15.3) |
December 31, 2023 | 92.8 | 325.3 | 418.1 |
Acquisitions | 3.2 | - | 3.2 |
Disposal | (1.3) | - | (1.3) |
Currency translation | 6.0 | 20.7 | 26.7 |
December 31, 2024 | 100.6 | 346.0 | 446.7 |
(€Mn) | Software | Trademark | Total intangible assets |
December 31, 2022 | (111.7) | (131.3) | (243.0) |
Amortisation | (5.3) | - | (5.3) |
Reversal of impairment | - | 44.2 (1) | 44.2 |
Disposal | 25.6 | - | 25.6 |
Reclassification | 1.8 | - | 1.8 |
Currency translation | 3.4 | 3.6 | 7.0 |
December 31, 2023 | (86.3) | (83.4) | (169.7) |
Amortisation | (3.5) | - | (3.5) |
Reversal of impairment | - | 4.0 | 4.0 |
Disposal | 1.3 | - | 1.3 |
Reclassification | - | - | - |
Currency translation | (5.6) | (5.1) | (10.7) |
December 31, 2024 | (94.1) | (84.6) | (178.7) |
(€Mn) | Software | Trademark | Total intangible assets |
December 31, 2023 | 6.5 | 241.9 | 248.4 |
December 31, 2024 | 6.6 | 261.4 | 268.0 |
(€Mn) | 2024 | 2023 |
Investment properties at fair value | (37.9) | (228.6) |
Investment properties at cost | - | - |
Reversal/Impairment of intangible assets | 4.0 | 44.2 |
Net result | (34.0) | (184.4) |
6.5 AMOUNTS PAID FOR WORKS AND ACQUISITION/DISPOSAL OF PROPERTY ASSETS
(CONSOLIDATED STATEMENT OF CASH FLOWS)
In 2024, amounts paid for works and acquisition of property assets amount to €80.2 Mn (December 31, 2023: €64.1 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.
59
60
December 31, | December 31, | December 31, | December 31, | |
| (€Mn) | 2024 | 2024 | 2023 | 2023 |
| JVs at 100% | URW NV’s share | JVs at 100% | URW NV’s share | |
Investment properties | 8,671.2 | 4,454.6 | 9,331.7 | 4,798.2 |
Other non-current assets | 6.6 | 3.3 | 5.5 | 2.8 |
Current assets | 175.7 | 98.6 | 197.6 | 102.5 |
Cash and cash equivalents | 87.8 | 45.8 | 55.9 | 28.4 |
Total assets 3 | 8,941.2 | 4,602.3 | 9,590.8 | 4,931.8 |
Long-term External borrowings | 710.9 | 368.1 | 886.4 | 458.0 |
Short-term External borrowings | 225.4 | 93.8 | 313.8 | 155.4 |
Other non-current liabilities | 24.3 | 12.6 | 20.0 | 10.3 |
Current liabilities | 188.3 | 104.2 | 192.8 | 98.4 |
Total liabilities 3 | 1,149.0 | 578.6 | 1,413.0 | 722.0 |
TOTAL NET ASSETS | 7,792.2 | 4,023.7 | 8,177.8 | 4,209.8 |
Value of joint venture reclassified as “Assets held for sale” | - | - | - | (131.5) |
NET ASSETS | 7,792.2 | 4,023.7 | 8,177.8 | 4,078.3 |
| (€Mn) | 2024 | 2024 | 2023 | 2023 |
JVs at 100% | URW NV’s share | JVs at 100% | URW NV’s share | |
Net rental income | 472.3 | 245.6 | 518.3 | 267.2 |
Change in fair value of investment properties 3 | (714.1) | (372.3) | (883.2) | (467.4) |
Financial result | (53.9) | (27.5) | (64.6) | (32.4) |
Net result 1 2 3 | (362.0) | (152.6) | (497.6) | (275.7) |
61
| Economic interest | Economic interest | ||
Name of the investments⁽¹⁾⁽ 4 ⁾ | Type of equity | December 31, 2024 | December 31, 2023 |
Annapolis (3) | Partnership units | 0.0% | 55.0% |
Culver City (2) | Partnership units | 55.0% | 55.0% |
Fashion Square | Partnership units | 50.0% | 50.0% |
Garden State Plaza | Partnership units | 50.0% | 50.0% |
Oakridge (2) | Partnership units | 55.0% | 55.0% |
Plaza Bonita (2) | Partnership units | 55.0% | 55.0% |
Southcenter (2) | Partnership units | 55.0% | 55.0% |
Topanga (2) | Partnership units | 55.0% | 55.0% |
UTC | Partnership units | 50.0% | 50.0% |
Valley Fair | Partnership units | 50.0% | 50.0% |
Wheaton (2) | Partnership units | 52.6% | 52.6% |
UTC/VF Services | Membership units | 50.0% | 50.0% |
Wheaton North Office (2) | Partnership units | 52.6% | 52.6% |
Wheaton South Office (2) | Partnership units | 52.6% | 52.6% |
(€Mn) | December 31, 2024 | December 31, 2023 |
Current account in debit/(credit) | (9.6) | (8.4) |
62
63
NOTE 8 ● FINANCING AND FINANCIAL INSTRUMENTS
64
65
(€Mn) | 2024 | 2023 |
Other financial interest (1) | 46.0 | 26.2 |
Amount due from derivatives | 101.8 | 42.7 |
Subtotal financial income | 147.8 | 68.9 |
Interest on bonds and EMTNs | (133.4) | (143.5) |
Interest and expenses on borrowings | (259.3) | (269.6) |
Interest expense on lease liabilities | (0.2) | (2.6) |
Interest on preference shares | (36.9) | (37.0) |
Other financial interest | (9.4) | (24.4) |
Amount due on derivatives | (97.9) | (40.6) |
Financial expenses before capitalisation of financial expenses | (537.1) | (517.7) |
Capitalised financial expenses | 0.7 | 0.4 |
Subtotal net financial expenses | (536.5) | (517.3) |
TOTAL NET FINANCING COSTS | (388.7) | (448.3) |
(€Mn) | 2024 | 2023 |
Amortisation of debt | (36.1) | (4.7) |
Currency result | - | (1.6) |
Fair value of derivatives | (2.4) | 14.7 |
Fair value preference shares | 7.6 | 9.8 |
Default on interest payment | - | (1.7) |
ECL on financial guarantee contracts | - | - |
Fair value of preferred interest | 8.2 | (61.7) (1) |
TOTAL FINANCIAL RESULT | (22.6) | (45.2) |
66
8.3 FINANCIAL ASSETS AND LIABILITIES
(€Mn) | December 31, 2024 | December 31, 2023 |
Financial assets at fair value through profit and loss | 103.0 | 82.7 |
Preferred interest Rouse | 61.6 | 49.9 |
Derivatives at fair value | 41.4 | 32.8 |
Financial assets at amortised cost | 305.7 | 1,072.4 |
Other financial assets | 42.7 | 5.0 |
Trade receivables from activity | 70.6 | 73.8 |
Other receivables (1) | 63.6 | 955.5 |
Cash and cash equivalents | 128.8 | 38.1 |
FINANCIAL ASSETS | 408.7 | 1,155.0 |
Total current | 263.0 | 1,067.4 |
Total non-current | 145.7 | 87.7 |
67
Current | Non-current | Total | Total | ||
Outstanding duration to maturity (€Mn) | Less than 1 year | 1 year to 5 years | More than 5 years | December 31, 2024 | December 31, 2023 |
Bonds and notes | 16.8 | 1,926.0 | 966.0 | 2,908.8 | 3,646.5 |
Principal debt (1) | - | 1,925.1 | 962.6 | 2,887.7 | 3,619.9 |
Accrued interest | 29.1 | - | - | 29.1 | 37.2 |
Issuance costs | (12.6) | - | - | (12.6) | (14.0) |
Amortisation of debt | 0.2 | 0.9 | 3.4 | 4.6 | 3.4 |
Bank borrowings | 4.5 | 1,469.3 | - | 1,473.8 | 1,079.7 |
Principal debt (1) | 2.6 | 1,473.0 | - | 1,475.7 | 1,086.0 |
Accrued interest | 7.3 | - | - | 7.3 | 6.4 |
Borrowings issue fees | (5.4) | - | - | (5.4) | (12.7) |
Amortisation of debt | - | (3.8) | - | (3.8) | - |
Other financial liabilities | 23.3 | 1,926.2 | 58.3 | 2,007.9 | 3,568.6 |
Borrowing with URW SE (2) | - | 1,926.2 | 58.3 | 1,984.5 | 3,498.2 |
Accrued interests on borrowings with URW SE (2) | 24.2 | - | - | 24.2 | 70.4 |
Charges and premiums on issues of borrowings with URW SE (2) | (0.9) | - | - | (0.9) | - |
Lease liabilities | 1.4 | 3.7 | - | 5.0 | 6.1 |
TOTAL | 46.0 | 5,325.2 | 1,024.3 | 6,395.6 | 8,300.9 |
Cash flows (1) | Non-cash flows | ||||||||
| December | Variation of accrued | Scope | Currency Amortisation | ||||||
| 31, 2023 | Increase (2) | Decrease | interests (3) | movements | translation | impact | Others | December 31, 2024 | |
Bonds and notes | 3,646.5 | - | (923.9) | (10.0) | - | 193.1 | 1.0 | 2.2 | 2,908.8 |
Bank borrowings | 1,079.7 | 20.8 | (38.2) | (0.5) | 314.2 | 88.6 | - | 9.5 | 1,473.8 |
Other financial liabilities (4) | 3,568.6 | 267.0 | (1,918.0) | (48.4) | - | 139.3 | - | (1.0) | 2,007.9 |
Lease liabilities | 6.1 | 0.2 | (1.5) | - | - | 0.2 | - | - | 5.0 |
TOTAL | 8,300.9 | 288.0 | (2,881.6) | (58.9) | 314.2 | 421.3 | 1.0 | 10.7 | 6,395.6 |
68
Cash flows (1) | Non-cash flows | ||||||||
| December | Variation of accrued | Scope | Currency Amortisation | ||||||
| 31, 2022 | Increase (2) | Decrease | interests (3) | movements | translation | impact | Others | December 31, 2023 | |
Bonds and notes | 3,774.2 | - | - | - | - | (131.3) | 1.5 | 2.2 | 3,646.5 |
Bank borrowings | 105.0 | 1,095.0 | - | 7.3 | (113.0) | (27.4) | 3.2 | 9.7 | 1,079.7 |
Other financial liabilities | 4,646.4 | 518.4 | (1,021.8) | 48.0 | - | (122.6) | - | (500.0) (5) | 3,568.6 (6) |
Lease liabilities | 43.6 | 0.4 | (4.5) | - | (31.9) | (1.5) | - | - | 6.1 |
TOTAL | 8,569.2 | 1,613.8 | (1,026.3) | 55.3 | (144.9) | (282.8) | 4.7 | (488.1) | 8,300.9 |
(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 deconsolidation of San Francisco Centre, reference is made to note 2.1.2.
(5) The variation of Others includes conversion of the €500 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.
Current | ||||
1 month to 3 | More than 3 | Total | ||
(€Mn) | Less than 1 month | months | months | December 31, 2024 |
Bonds and notes | 16.6 | - | 0.2 | 16.8 |
Bank borrowings | 1.9 | 0.7 | 2.0 | 4.5 |
Borrowing with URW SE | 23.2 | - | - | 23.2 |
Financial leases | - | - | 1.4 | 1.4 |
TOTAL | 41.8 | 0.7 | 3.6 | 46.1 |
Amount as at | Amount as at December 31, | ||||
| December 31, 2024 | 2023 | ||||
Issue date | Rate | Currency | (€Mn) | (€Mn) | Maturity |
September 2014 | Fixed rate 3.75% | USD | - | 905.0 | September 2024 |
September 2014 | Fixed rate 4.75% | USD | 481.3 | 452.5 | September 2044 |
September 2018 | Fixed rate 4.125% | USD | 481.3 | 452.5 | September 2028 |
September 2018 | Fixed rate 4.625% | USD | 481.3 | 452.5 | September 2048 |
June 2019 | Fixed rate 2.875% | USD | 721.9 | 678.7 | June 2029 |
October 2019 | Fixed rate 3.50% | USD | 721.9 | 678.7 | January 2027 |
TOTAL | 2,887.7 | 3,619.9 |
69
| US Credit facility | Rule 144A and Reg S bonds | |
| covenants level | covenants level | |
Loan to Value 51 | < 65% | < 65% |
ICR | > 1.5x | > 1.5x |
FFO/NFD 52 | na. | na. |
Secured debt ratio 53 | < 50% | < 45% |
Unencumbered leverage ratio 54 | > 1.5x | > 1.25x |
(€Mn) | December 31, 2024 | December 31, 2023 |
Amounts accounted for in B/S | ||
Long-term bonds and borrowings | 6,345.8 | 7,303.5 |
Current borrowings and amounts due to credit institutions | 44.6 | 991.3 |
Total financial liabilities | 6,390.4 | 8,294.8 |
Adjustments | ||
Amortisation of debt | (0.7) | (3.4) |
Accrued interests/issuance fees | (41.7) | (87.3) |
Total financial liabilities (nominal value) | 6,348.0 | 8,204.1 |
Cash & cash equivalents | (128.8) | (38.1) |
NET FINANCIAL DEBT | 6,219.2 | 8,166.0 |
(€Mn) | December 31, 2024 | December 31, 2023 |
Cash (1) | 128.8 | 38.1 |
Total asset | 128.8 | 38.1 |
Bank overdrafts & current accounts to balance out cash flow | - | - |
Total liabilities | - | - |
NET CASH AT PERIOD-END | 128.8 | 38.1 |
70
Fair value | ||||||
| movements | Currency | |||||
(€Mn) | December 31, 2023 | Addition | Decrease | in P&L | translation December 31, 2024 | |
Financial liabilities at amortised cost | 510.3 | 29.4 | - | - | 32.8 | 572.6 |
Commitment to non-controlling interests held by URW SE (a) | 510.3 | 29.4 | - | - | 32.8 | 572.6 |
Financial liabilities at fair value | 28.8 | - | (1.8) | (7.6) | 1.4 | 20.9 |
Commitment to non-controlling interests (b) | 26.7 | - | (1.8) | (7.6) | 1.3 | 18.7 |
Other commitments to non-controlling interests (c) | 2.0 | - | - | - | 0.1 | 2.2 |
Total commitment to non-controlling interests | 539.1 | 29.4 | (1.8) | (7.6) | 34.2 | 593.4 |
Total non-current | 427.7 | - | (1.8) | (7.6) | 27.4 | 445.6 |
| Total current | 111.5 | 29.4 | - | - | 6.8 | 147.8 |
71
Amounts recognised in the | ||||||
| Statement of Comprehensive | ||||||
| Income | ||||||
December 31, | Fair value adjustments of | Currency translation | Acquisitions/ | December 31, | ||
(€Mn) | 2023 | derivatives | disposals | 2024 | ||
Assets | ||||||
Derivatives at fair value Non-Current | 32.8 | 8.3 | 0.2 | - | 41.4 | |
• | Fair value | 32.8 | 8.3 | 0.2 | - | 41.4 |
Liabilities | ||||||
Derivatives at fair value | (31.9) | (10.8) | - | - | (42.7) | |
• | Fair value | (31.9) | (10.8) | - | - | (42.7) |
NET | 0.9 | (2.5) | 0.2 | - | (1.4) | |
Amounts recognised in the | ||||||
| Statement of Comprehensive | ||||||
| Income | ||||||
December 31, | Fair value adjustments of | Currency translation | Acquisitions/ | December 31, | ||
(€Mn) | 2022 | derivatives | disposals | 2023 | ||
Assets | ||||||
Derivatives at fair value Non-Current | 142.6 | 6.1 | (0.3) | (115.6) | 32.8 | |
• | Fair value | 142.6 | 6.1 | (0.3) | (115.6) | 32.8 |
Liabilities | ||||||
Derivatives at fair value | (45.4) | 13.5 | - | - | (31.9) | |
• | Fair value | (45.4) | 13.5 | - | - | (31.9) |
NET | 97.2 | 19.6 | (0.3) | (115.6) | 0.9 | |
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 programme 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 programme.
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.
72
Financial liabilities | ||
(€Mn) | Fixed rate | Variable rate* |
Less than 1 year | 2.6 | - |
1 year to 2 years | 317.9 | - |
2 years to 3 years | 721.9 | - |
3 years to 4 years | 2,237.8 | 1,324.7 |
4 years to 5 years | 721.9 | - |
More than 5 years | 962.5 | 58.2 |
Total | 4,964.8 | 1,383.0 |
Financial liabilities | ||
(€Mn) | Fixed rate | Variable rate* |
Less than 1 year | 905.0 | - |
1 year to 2 years | - | 248.9 |
2 years to 3 years | - | - |
3 years to 4 years | 678.7 | - |
4 years to 5 years | 3,742.2 | 989.1 |
More than 5 years | 1,639.1 | - |
Total | 6,965.0 | 1,238.0 |
73
Outstanding total as at December 31, 2024 | Outstanding total as at December 31, 2023 | |||
(€Mn) | Fixed rate | Variable rate (1) | Fixed rate | Variable rate (1 ) |
Financial liabilities | (4,964.8) | (1,383.0) | (6,965.0) | (1,238.0) |
Financial assets | 128.8 | - | 38.1 | - |
Financial liabilities before hedging programme | (4,836.0) | (1,383.0) | (6,926.9) | (1,238.0) |
Micro-hedging | 962.6 | (962.6) | 905.0 | (905.0) |
Net financial liabilities after micro-hedging (2) | (3,873.5) | (2,345.6) | (6,022.0) | (2,142.9) |
Swap rate hedging (3) | - | 1,227.3 | - | 1,153.8 |
Net debt not covered by swaps | - | (1,118.3) | - | (989.1) |
Cap and floor hedging | - | - | - | - |
HEDGING BALANCE | - | (1,118.3) | - | (989.1) |
74
Hedging | Exposure net of | ||||
Currency | Assets | Liabilities | Net Exposure | instruments | hedges |
USD | 9,318.0 | (7,036.3) | 2,281.7 | - | 2,281.7 |
TOTAL | 9,318.0 | (7,036.3) | 2,281.7 | - | 2,281.7 |
Hedging | Exposure net of | ||||
Currency | Assets | Liabilities | Net Exposure | instruments | hedges |
USD | 9,564.7 | (8,969.4) | 595.3 | - | 595.3 |
TOTAL | 9,564.7 | (8,969.4) | 595.3 | - | 595.3 |
December 31, 2024 | December 31, 2023 | |||
Recurring | Recurring | |||
result | Equity | result | Equity | |
(€Mn) | Gain/(Loss) | Gain/(Loss) | Gain/(Loss) | Gain/(Loss) |
Impact of an increase of +10% in the EUR/USD exchange | (27.8) | (207.4) | (3.4) | (54.1) |
2024 | 2023 | |||
Assets subject to | Assets subject to | Assets subject to | Assets subject to | |
(€Mn) | 12 month ECL | Lifetime ECL | 12 month ECL | Lifetime ECL |
Trade receivable from activity | - | 39.9 | - | 49.0 |
Other receivables | -68.7 | - | 963.0 | - |
Cash and cash equivalents | -128.8 | - | 38.1 | - |
Financial guarantee contracts | 290.8 | - | 309.1 | - |
Gross amount at 31 December | 488.3 | 39.9 | 1,310.2 | 49.0 |
75
(€Mn) | 2024 | 2023 |
TRADE RECEIVABLE | ||
Opening loss allowance at 1 January | 47.1 | 57.1 |
(Reversal)/Addition in loan loss allowance recognised in profit or loss during the year | (0.2) | (4.0) |
Receivables written off during the year as uncollectible | (3.7) | (2.7) |
Changes due to FX differences | 2.5 | (3.3) |
Closing loss allowance at 31 December (1 ) | 45.6 | 47.1 |
(€Mn) | 2024 | 2023 |
FINANCIAL GUARANTEE CONTRACTS | ||
Opening loss allowance at 1 January | - | 53.8 |
Additions recognised in profit or loss during the period | - | - |
Used (2) | - | - |
Provision released during the year | - | (51.7) (1) |
Changes due to FX differences | - | (2.1) |
Closing loss allowance at 31 December (2) | - | - |
76
Carrying | |||||||
amount (1) | Less than 1 year | 1 year to 5 years | More than 5 years | ||||
December 31, | |||||||
(€Mn) | 2024 | Interest | Redemption | Interest | Redemption | Interest | Redemption |
| BONDS, BORROWINGS AND AMOUNTS DUE | |||||||
TO CREDIT INSTITUTIONS | |||||||
Bonds and EMTNs | 2,887.7 | 111.0 | - | 344.1 | 1,925.1 | 765.8 | 962.6 |
| Bank borrowings and other financial | |||||||
liabilities (2) | 3,460.2 | 208.9 | 2.6 | 371.3 | 3,399.4 | 181.2 | 58.3 |
FINANCIAL DERIVATIVES | |||||||
Derivative financial liabilities | |||||||
Derivatives without a hedging relationship | 42.7 | (19.3) | - | (51.0) | - | - | - |
Derivative financial assets | |||||||
Derivatives without a hedging relationship | 41.3 | 16.6 | - | 45.1 | - | - | - |
| COMMITMENT TO NON-CONTROLLING | |||||||
INTEREST | |||||||
| Commitment to non-controlling interest held | |||||||
by URW SE | 425.0 | - | - | - | - | - | (425.0) |
77
Amounts recognised in statement of | ||||||
| financial position according to IFRS 9 | ||||||
Carrying | ||||||
Amount | Fair value | Fair value | ||||
| Categories in accordance | December | Amortised | recognised in | recognised in | ||
December 31, 2024 (€Mn) | with IFRS 9 | 31, 2024 | Cost | OCI | profit or loss | Fair value |
ASSETS | ||||||
Financial assets | FAAC/FAFVTPL | 104.3 | 42.7 | - | 61.6 | 104.3 |
Derivatives at fair value | FAFVTPL | 41.4 | - | - | 41.4 | 41.4 |
Trade receivables from activity | FAAC | 70.6 | 70.6 | - | - | 70.6 |
Other receivables (1) | FAAC | 63.6 | 63.6 | - | - | 61.2 |
Cash and cash equivalents | FAAC | 128.8 | 128.8 | - | - | 128.8 |
408.7 | 305.7 | - | 103.0 | 406.3 | ||
LIABILITIES | ||||||
Commitment to non-controlling interests | FLAC/FLFVTPL | 593.4 | 572.6 | - | 20.8 | 585.9 |
Financial debts | FLAC | 6,395.5 | 6,395.5 | - | - | 6,190.4 |
Derivatives at fair value | FLFVTPL | 42.7 | - | - | 42.7 | 42.7 |
Non-current amounts due on investments | FLAC | 1.7 | 1.7 | - | - | 1.7 |
Other non-current liabilities (2) | FLAC | 26.1 | 27.3 | - | - | 26.1 |
Amounts due to suppliers and other current debt (3) | FLAC | 150.9 | 150.9 | - | - | 150.9 |
7,210.3 | 7,148.0 | - | 63.5 | 6,997.7 |
Amounts recognised in statement of | ||||||
| financial position according to IFRS 9 | ||||||
Carrying | ||||||
Amount | Fair value | Fair value | ||||
| Categories in accordance | December | Amortised | recognised in | recognised in | ||
December 31, 2023 (€Mn) | with IFRS 9 | 31, 2023 | Cost | OCI | profit or loss | Fair value |
ASSETS | ||||||
Financial assets | FAAC/FAFVTPL | 55.1 | 5.2 | - | 49.9 | 55.1 |
Derivatives at fair value | FAFVTPL | 32.8 | - | - | 32.8 | 32.8 |
Trade receivables from activity | FAAC | 73.8 | 73.8 | - | - | 73.8 |
Other receivables (1) | FAAC | 955.2 | 955.2 | - | - | 952.8 |
Cash and cash equivalents | FAAC | 38.1 | 38.1 | - | - | 38.1 |
1,155.0 | 1,072.3 | - | 82.7 | 1,152.6 | ||
LIABILITIES | ||||||
Commitment to non-controlling interests | FLAC/FLFVTPL | 539.2 | 510.5 | - | 28.7 | 568.7 |
Financial debts | FLAC | 8,300.9 | 8,300.9 | - | - | 8,045.7 |
Derivatives at fair value | FLFVTPL | 31.9 | - | - | 31.9 | 31.9 |
Non-current amounts due on investments | FLAC | 2.0 | 2.0 | - | - | 2.0 |
Other non-current liabilities (2) | FLAC | 27.3 | 27.3 | - | - | 27.3 |
Amounts due to suppliers and other current debt (3) | FLAC | 139.8 | 139.8 | - | - | 139.8 |
9,041.1 | 8,980.5 | - | 60.6 | 8,815.4 |
78
Fair value measurement as at December 31, 2024 | ||||
(€Mn) | Total | Level 1 | Level 2 | Level 3 |
ASSETS | - | - | - | - |
Fair value through profit or loss | - | - | - | - |
Derivatives | 41.3 | - | 41.3 | - |
Financial assets | 61.6 | - | - | 61.6 |
TOTAL | 102.9 | - | 41.3 | 61.6 |
LIABILITIES | - | - | - | - |
Fair value through profit or loss | - | - | - | - |
Commitment to non-controlling interests | 21.0 | - | - | 21.0 |
Derivatives | 42.7 | - | 42.7 | - |
TOTAL | 63.7 | - | 42.7 | 21.0 |
Fair value measurement as at December 31, 2023 | ||||
(€Mn) | Total | Level 1 | Level 2 | Level 3 |
ASSETS | ||||
Fair value through profit or loss | ||||
Derivatives | 32.8 | - | 32.8 | - |
Financial assets | 49.9 | - | - | 49.9 |
TOTAL | 82.7 | - | 32.8 | 49.9 |
LIABILITIES | ||||
Fair value through profit or loss | ||||
Commitment to non-controlling interests | 28.8 | - | - | 28.8 |
Derivatives | 31.9 | - | 31.9 | - |
TOTAL | 60.2 | - | 31.9 | 28.8 |
79
Financial assets | Commitment to | |
(€Mn) | non-controlling interest | |
December 31, 2022 | 114.2 | 46.9 |
Fair value movements in P&L | (61.7) | (9.5) |
Other movements | - | (7.2) |
Currency translation | (2.6) | (1.6) |
December 31, 2023 | 49.9 | 28.8 |
Fair value movements in P&L | 8.1 | (7.6) |
Other movements | - | (1.7) |
Currency translation | 3.6 | 1.5 |
December 31, 2024 | 61.6 | 21.0 |
NOTE 9 ● TAXES
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.
80
(€Mn) | 2024 | 2023 |
Recurring deferred and current tax on: | ||
• Other recurring results | (1.4) | (2.9) |
Non-recurring deferred and current tax on: | ||
• Change in fair value of investment properties and impairment of intangible assets | (30.8) | (5.6) |
• Other non-recurring results | 100.2 | 43.6 |
TOTAL TAX INCOME/(EXPENSE) | 68.1 | 35.1 |
(€Mn) | 2024 | 2023 |
Current tax | 98.8 | 41.3 |
Deferred tax | (30.7) | (6.1) |
TOTAL TAX | 68.1 | 35.1 |
(€Mn) | % | 2024 | % | 2023 |
Reconciliation of effective tax rate | ||||
Result before tax | (401.1) | (727.5) | ||
Income tax using the average tax rate | 25.8% | 103.4 | 26.0% | 189.1 |
Tax exempt profits (REIT- regimes) | (13.5%) | (54.2) | (8.8%) | (64.2) |
Non-deductible costs | - | - | - | - |
Effect of non-recognised tax losses | - | - | - | - |
Share of result of companies accounted for using the equity method | (9.9%) | (39.9) | (9.9%) | (71.7) |
Effect of tax provisions | 18.3% | 73.3 | (2.2%) | (16.1) |
Other | (3.6%) | (14.4) | (0.3%) | (1.9) |
TOTAL TAX | 17.0% | 68.1 | 4.8% | 35.1 |
81
December 31, | |||||
(€Mn) | 2023 | Decrease/Increase | Reclassification | Currency translation | December 31, 2024 |
Deferred tax on investment properties | (50.3) | (29.7) | - | (4.4) | (84.4) |
Deferred tax on intangible assets | (62.8) | (1.0) | - | (4.0) | (67.9) |
TOTAL DEFERRED TAX LIABILITIES | (113.1) | (30.7) | - | (8.5) | (152.3) |
Other deferred tax assets | - | - | - | - | - |
TOTAL DEFERRED TAX ASSETS | - | - | - | - | - |
December 31, | |||||
(€Mn) | 2022 | Decrease/Increase | Reclassification | Currency translation | December 31, 2023 |
Deferred tax on investment properties | (58.1) | 6.0 | - | 1.9 | (50.3) |
Deferred tax on intangible assets | (53.4) | (11.5) | - | 2.1 | (62.8) |
TOTAL DEFERRED TAX LIABILITIES | (111.5) | (5.5) | - | 4.0 | (113.1) |
Other deferred tax assets | 0.6 | (0.6) | - | - | - |
TOTAL DEFERRED TAX ASSETS | 0.6 | (0.6) | - | - | - |
(€Mn) | December 31, 2024 | December 31, 2023 |
Tax loss carry-forwards not recognised | 1,864.7 | 1,298.2 |
TOTAL UNRECOGNISED TAX-BASIS | 1,864.7 | 1,298.2 |
(€Mn) | December 31, 2024 | December 31, 2023 |
2025 | - | - |
2026 | - | 8.0 |
2027 | 250.0 | - |
2028 | - | - |
2029 | - | 75.0 |
2030 | - | - |
Unlimited | 1,614.7 | 1,215.2 |
TOTAL | 1,864.7 | 1,298.2 |
82
(€Mn) | December 31, 2023 | Allocations | Reversals used | Reversals not used | Currency translation | December 31, 2024 |
Non-current provisions | 11.1 | - | - | (0.9) | 0.7 | 10.9 |
Current provisions | 1.3 | - | - | (1.2) | - | 0.1 |
Total | 12.4 | - | - | (2.0) | 0.7 | 11.0 |
(€Mn) | December 31, 2024 | December 31, 2023 |
Tax and social liabilities (1) | 52.8 | 152.9 |
Other liabilities (2) | 68.7 | 22.0 |
TOTAL OTHER CURRENT LIABILITIES | 121.4 | 174.7 |
NOTE 12 ● AMOUNTS DUE ON INVESTMENTS
As at December 31, 2024, the non-current amounts due on investments are €1.7 Mn (December 31, 2023: €2.0 Mn) and the current amounts due
on investments are €47.2 Mn (December 31, 2023: €41.3 Mn). The current amounts due on investments relates mainly to payables on projects of
Westfield Century City €9.9 Mn and Westfield Old Orchard €19.9 Mn. Remaining amounts relate to several projects.
NOTE 13 ● EMPLOYEE REMUNERATION AND BENEFITS
83
Regions | 2024 | 2023 |
United States | 348 | 448 |
The Netherlands | 5 | 5 |
TOTAL | 353 | 453 |
(€Mn) | 2024 | 2023 |
Fixed income | 50.7 | 61.2 |
Short-Term Incentive | 13.4 | 15.9 |
Long-Term incentive | 2.6 | 2.9 |
Other benefits | 5.6 | 7.4 |
TOTAL | 72.3 | 87.3 |
Adjusted | Potential | |||||
Adjusted | number of | Number of | Number of | additional | ||
subscription | options | options | options | number of | ||
Plan | Exercise period (1) | price (€) (2) | granted (2) | cancelled | exercised | shares (3) |
2024 plan | From 07/03/2027 to | 67.31 | 66,884 | - | - | 68,884 |
07/03/2032 | ||||||
2023 plan | From 13/03/2026 to | 57.26 | 133,073 | 13,127 | - | 119,946 |
08/03/2031 | ||||||
2022 plan | From 10/03/2025 to | 64.73 | 178,706 | 22,782 | - | 155,924 |
08/03/2030 | ||||||
2021 plan | From 18/05/2024 to | 67.38 | 196,188 | 112487 | 5,689 | 78,012 |
19/05/2029 | ||||||
2020 plan | From 22/03/2023 to | 89.34 | 171,342 | 116,073 | - | 55,269 |
21/03/2028 | ||||||
2019 plan | From 20/03/2022 to | 140.33 | 149,735 | 59,512 | - | 90,223 |
19/03/2027 | ||||||
TOTAL | 897,928 | 323,981 | 5,689 | 568,258 |
84
2024 | 2023 | |||
Weighted average | Weighted average | |||
Number | price (€) | Number | price (€) | |
Outstanding at the beginning of the period | 574,159 | 80.09 | 584,593 | 87.54 |
Allocated over the period | 68.884 | 67.31 | 129,177 | 58.96 |
Adjusted over the period (1) | (10,598) | 59.05 | - | - |
Cancelled over the period | (58,498) | 65.24 | (139,611) | 91.74 |
Exercised over the period | (5,689) | 67.38 | - | n/a |
Average share price on date of exercise | 79.68 | - | n/a | |
Outstanding at the end of the period | 568.258 | 78.23 | 574,159 | 80.09 |
Of which exercisable at the end of the period (2) | 223,504 | 142,202 |
Number of performance | Number of performance | Number of performance | Potential additional | |
Starting date of the vesting period (1) | shares allocated | shares cancelled | shares acquired | number of shares (2) |
March 7, 2024 | 58,994 | - | - | 58,994 |
March 13, 2023 | 79,303 | 7,306 | - | 71,997 |
March 8, 2022 | 132,657 | 14,642 | 1,736 | 116,279 |
TOTAL | 270,954 | 21,948 | 1,736 | 247,270 |
Number of retention | Number of retention | Number of retention | Potential additional | |
Starting date of the vesting period (1) | shares allocated | shares cancelled | shares acquired | number of shares (2) |
March 7, 2024 | 9,890 | - | - | 9,890 |
March 13, 2023 | 14,103 | 1,751 | 418 | 11,934 |
TOTAL | 23,993 | 1,751 | 418 | 21,824 |
85
(K€) Paid in: | 2024 | 2023 |
Fixed Income | 3,512 | 3,508 |
Short-Term Incentive (1) | 2,719 | 2,617 |
Pension | 350 | 187 |
Other benefits | 1,447 | 805 |
Share-based payment | 1,388 | 1,438 |
TOTAL | 9,416 | 8,555 |
86
Total number of issued and | |
| paid shares | |
As at December 31, 2022 | 232,015,403 |
Capital increase Class A shares | 145,895 |
Capital increase reserved for URW Group Savings Plan | 128,408 |
As at December 31, 2023 | 232,289,706 |
Capital increase Class A shares | 3,479,660 |
Capital increase Class B shares | 3,850,000 |
Capital increase reserved for URW Group Savings Plan | 108,496 |
As at December 31, 2024 | 239,727,862 |
2024 | 2023 | |
Average number of shares (undiluted) | 233,018,753 | 232,213,679 |
Dilutive impact | ||
Potential shares via stock options(1) | 250,931 | |
Attributed performance shares (unvested) (1) | 1,378,158 | 920,345 |
AVERAGE NUMBER OF SHARES (DILUTED) | 234,647,842 | 233,134,024 |
87
Potential | |||||||||
Adjusted | Adjustments | Number of | Number of | additional | |||||
subscription | Number of | in number of | options | options | number of | ||||
Plan | Exercise period (1) | price (€) | (2) | options granted | options (2) | cancelled | exercised | shares (3) | |
2017 | from 08/03/2021 to | 218.47 | 611,611 | - | 611,611 | - | - | ||
2015 plan (n°8) | 07/03/2024 | ||||||||
| 2018 plan (n°9) | 2018 | From 06/03/2022 to | 184.55 | 649,255 | - | 317,575 | - | 331,680 | |
05/03/2025 | |||||||||
2019 plan (n°10) | 2019 | From 20/03/2022 to | 140.33 | 771.054 | - | 334.692 | - | 436.362 | |
19/03/2026 | |||||||||
2020 plan (n°11) | 2020 | From 22/03/2023 to | 89.34 | 912.196 | - | 663.892 | - | 248.304 | |
21/03/2027 | |||||||||
2021 plan (n°12) | 2021 | From 19/05/2024 to | 67.38 | 978,947 | - | 556,342 | 59,150 | 363,455 | |
18/05/2029 | |||||||||
2022 plan (n°13) | 2022 | From 09/03/2025 to | 64.73 | 1,254,132 | - | 276,096 | - | 978,036 | |
08/03/2030 | |||||||||
2023 plan (n°14) | 2023 | From 13/03/2026 to | 57.26 | 844,450 | - | 59,904 | - | 784,546 | |
13/03/2031 | |||||||||
2024 plan (n°15) | 2024 | From 07/03/2027 to | 67.31 | 521,758 | - | 5,703 | - | 516,055 | |
07/03/2032 | |||||||||
TOTAL | 6,543,403 | - | 2,825,815 | 59,150 | 3,658,438 |
Number of performance | Number of performance | Number of performance | Potential additional | |
Starting date of the vesting period (1) | shares allocated | shares cancelled | shares acquired | number of shares (2) |
March 2022 | 833,434 | 169,440 | 1,736 | 662,258 |
March 2023 | 473,333 | 28,879 | - | 444,454 |
March 2024 | 420,027 | 3,735 | - | 416,292 |
TOTAL | 1,726,794 | 202,054 | 1,736 | 1,523,004 |
Number of retention | Number of retention | Number of retention | Potential additional | |
Starting date of the vesting period | shares allocated | shares cancelled | shares acquired | number of shares |
March 2023 | 134,326 | 16,163 | 418 | 117,745 |
March 2024 | 101,731 | 1,968 | - | 99,763 |
TOTAL | 236,057 | 18,131 | 418 | 217,508 |
NOTE 15 ● OFF-BALANCE SHEET COMMITMENTS AND CONTINGENT LIABILITIES
A
ll significant commitments are shown below. The Group does not have any complex commitments.
December 31, | December | |||||
Commitments given (€Mn) | Description | Maturities | 2024 | 31, 2023 | ||
1a) Commitments related to Group financing – Commitments given by fully consolidated entities | 1,611.1 | 1,283.4 | ||||
Financial guarantees given | • Mortgages and first lien lenders | 2025 | 1,475.7 | 1,086.0 | ||
• Guarantees relating to entities under equity method or not | ||||||
Financial guarantees given | consolidated⁽¹⁾ | 2025 to 2026 | 135.5 | 197.4 | ||
| 1b) Commitments related to Group financing – Commitments given by entity under equity | 486.9 | 616.1 | ||||
method | ||||||
Non - Financial guarantees given | • Mortgages and first lien lenders⁽ 2 ⁾ | 2024 | to 2030 | 486.9 | 616.1 | |
2a) Commitments related to Group operational activities – Fully consolidated | - | 1.2 | ||||
• | Rental of premises and equipment (lease payable) | 2024+ | 1.0 | 1.2 | ||
2b) Commitments related to Group operational activities – Entity under equity | - | |||||
method | 1.5 | |||||
• | Residual commitments for works | 2024+ | 14.3 | |||
| contracts and forward purchase | ||||||
agreements | 0.5 | |||||
| • Rental of premises and equipment (lease | 2024+ | 1.1 | ||||
payable) | 1.0 | |||||
TOTAL COMMITMENTS GIVEN | 2,114.4 | 1,902.3 | ||||
December 31, | December 31, | ||||
Commitments received (€Mn) | Description | Maturities | 2024 | 2023 | |
1) Commitments related to Group financing | |||||
Financial guarantees received | • | Refinancing agreements obtained but not used | 2025+ | 24.1 | 1,344.1 |
2a) Commitments related to Group operational activities – Fully consolidated | |||||
Other contractual commitments received related to operations | • | Future minimal rents | 2025+ | 1,032.2 | 919.2 |
88
89
Other contractual commitments received related to operations | • Future minimal rents | 2025+ | 928.7 | 1,009.7 |
| 1,985.0 | 3,273.0 | |||
TOTAL COMMITMENTS RECEIVED |
| % interest | % control | % interest | |||
December 31, | December | December 31, | |||
List of the main consolidated companies | Country | Method (1) | 2024 | 31, 2024 | 2023 |
Unibail-Rodamco-Westfield N.V. | the Netherlands | FC | 100.00 | 100.00 | 100.00 |
WFD Unibail-Rodamco Real Estate B.V. | the Netherlands | FC | 100.00 | 100.00 | 100.00 |
URW America Inc. | United States | FC | 100.00 | 100.00 | 100.00 |
WEA Holdings, LLC | United States | FC | 92.40 | 92.40 | 92.40 |
URW WEA LLC | United States | FC | 92.40 | 92.40 | 92.40 |
Westfield America Shopping Centers, LP | United States | FC | 92.40 | 92.40 | 92.40 |
Westfield U.S Holdings, LLC | United States | FC | 92.40 | 92.40 | 92.40 |
Westfield America, LP | United States | FC | 90.80 | 90.80 | 90.80 |
Westfield, LLC | United States | FC | 90.80 | 90.80 | 90.80 |
WHL USA Acquisitions, Inc. | United States | FC | 74.80 | 74.80 | 74.80 |
Westland Properties, LLC | United States | FC | 92.40 | 92.40 | 92.40 |
URW WEA LLC | United States | FC | 92.40 | 92.40 | 92.40 |
Old Orchard Urban Limited Partnership | United States | FC | 90.80 | 90.80 | 90.80 |
Roseville Shoppingtown, LLC | United States | FC | 90.80 | 90.80 | 90.80 |
Century City Mall, LLC | United States | FC | 90.80 | 90.80 | 90.80 |
New WTC Retail Owner, LLC | United States | FC | 90.80 | 90.80 | 90.80 |
Montgomery Mall of Maryland LLC | United States | FC | 100.00 | 100.00 | - |
90
| % interest | % control | % interest | |||
December 31, | December | December 31, | |||
List of the main JV accounted on equity method (2) | Country | Method (1) | 2024 | 31, 2024 | 2023 |
Valley Fair UTC LLC | United States | EM-JV | 50.00 | 50.00 | 50.00 |
Westland Garden State Plaza, LP | United States | EM-JV | 50.00 | 50.00 | 50.00 |
GSP Sponsor 1 LP (Garden State Plaza) | United States | EM-JV | 50.00 | 50.00 | 50.00 |
WEA Southcenter LLC | United States | EM-JV | 55.00 | 55.00 | 55.00 |
Westfield Topanga Owner LLC | United States | EM-JV | 55.00 | 55.00 | 55.00 |
Montgomery Mall of Maryland LLC | United States | EM-JV | - | - | 50.00 |
Culver City Mall LLC | United States | EM-JV | 55.00 | 55.00 | 55.00 |
Wheaton Plaza Regional Shopping Center LLC | United States | EM-JV | 52.60 | 52.60 | 52.60 |
Annapolis Mall Owner LLC | United States | EM-JV | - | - | 55.00 |
Oakridge Mall LLC | United States | EM-JV | 55.00 | 55.00 | 55.00 |
Plaza Bonita LLC | United States | EM-JV | 55.00 | 55.00 | 55.00 |
Sherman Oaks Fashion Associates, LP | United States | EM-JV | 50.00 | 50.00 | 50.00 |
NOTE 17 ● SUBSEQUENT EVENTS
O
n February 25, 2025, the Group acquired the stake of O’Connor, its JV partner in Westfield Wheaton, a US regional asset, increasing its interest
to 100%. The asset will be fully consolidated from this date. The Group has not repaid the $234 Mn secured debt on Westfield Wheaton, which
matured on March 1, 2025. This mortgage debt has no impact on the rest of the Group’s debt. Discussions are ongoing with lenders on different
options including an eventual sale, foreclosure or refinancing.
91
3.3 COMPANY ONLY FINANCIAL STATEMENTS AS AT
DECEMBER 31, 2024
3.3.1 COMPANY BALANCE SHEET AS AT DECEMBER 31, 2024
(before profit appropriation)
(€ thousands)
Notes
December 31,
2024
December 31,
2023
ASSETS
Property, plant and equipment
24
33
Investments in subsidiaries
4
2,880,367
1,111,694
Derivatives
9
41,387
30,723
Total non-current assets
2,921,778
1,142,450
Receivables
5
16,728
17,170
Cash and cash equivalents
6
7,168
612
Total current assets
23,896
17,782
TOTAL ASSETS
2,945,674
1,160,232
LIABILITIES AND EQUITY
Shareholders’ equity
7
Share capital
119,821
116,121
Additional paid-in capital
2,241,352
2,243,352
Additional paid-in capital B-Shares
7
3,893,831
-
Foreign currency translation reserve
346,393
211,293
Revaluation reserve
66,742
74,963
Retained earnings
(3,777,164)
(3,175,820)
Capital securities
2,000
2,000,931
Result for the period
(275,500)
(609,565)
Total equity
2,617,475
861,275
Borrowings and financial liabilities
8
264,760
244,282
Derivatives
9
42,705
31,905
Total non-current liabilities
307,465
276,187
Other liabilities
10
20,734
22,770
Total current liabilities
20,734
22,770
Total liabilities
328,199
298,957
TOTAL EQUITY AND LIABILITIES
2,945,674
1,160,232
(1) The amount is restated with €245k for disclosure purposes in 2022, the restatement is immaterial.
3.3.2 COMPANY INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2024
(€ thousands)
Notes
2024
2023
Other income
2,575
2,193
1 – TOTAL OPERATING INCOME
2,575
2,193
Administrative expenses
11
(7,158)
(5,050)
2 – TOTAL OPERATING EXPENSES
(7,158)
(5,050)
Financial income
101,724
62,545
Financial expenses
(111,268)
(83,922)
3 – FINANCIAL RESULT
12
(9,544)
(21,377)
4 –RESULT BEFORE TAX
(14,127)
(24,234)
Income tax
13
-
-
Result from subsidiaries
14
(261,327)
(585,330)
5 – NET RESULT AFTER TAX
(275,455)
(609,565)
92
3.4 NOTES TO THE COMPANY ONLY FINANCIAL STATEMENTS
NOTE 1 ● GENERAL
Unibail-Rodamco-Westfield N.V. (“URW NV” or the “Company”) is a public limited liability company and domiciled in the Netherlands. Its shares
are publicly traded on the Euronext Paris Stock Exchange, as well as in the form of 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 in the Netherlands. The chamber of commerce number is
70898618.
NOTE 2 ● ACCOUNTING POLICIES
BASIS OF PREPARATION
The Company only financial statements are part of the 2024 consolidated financial statements of URW NV.
The Company only financial statements have been prepared in accordance with Title 9, Book 2 of the Dutch Civil Code. For setting the principles
for the recognition and measurement of assets and liabilities and determination of the result for its company financial statements, the Company
makes use of the option provided in section 2:362(8) of the Dutch Civil Code. This means that the principles for the recognition and measurement
of assets and liabilities and determination of the result (hereinafter referred to as principles for recognition and measurement) of the company
only financial statements are the same as those applied for the consolidated EU-IFRS financial statements. Reference is made to the notes to the
consolidated financial statements.
The comparatives figures are from the period January 1, 2023, to December 31, 2023.
INVESTMENTS IN SUBSIDIARIES
Investments in subsidiaries and other entities in the Company financial statements are accounted for using the equity method. Goodwill paid
upon acquisition of investments in group companies or associates is included in the net equity value of the investments and is not shown separately
on the face of the balance sheet.
AMOUNTS DUE FROM GROUP COMPANIES
Amounts due from group companies are stated initially at fair value and subsequently at amortised cost. Amortised cost is determined using the
effective interest rate. The company recognise a credit loss for financial assets (such as a loan) based on an expected credit loss (ECL) which
will occur in the coming twelve months or — after a significant decrease in credit quality or when the simplified model can be used — based on
the entire remaining loan term. For intercompany receivables the ECL would be applicable as well, however this could cause differences between
equity in the consolidated and separate financial statements. For this reason, the company elected to eliminate these differences through the
respective receivable account in the separate financial statements.
RESULTS FROM SUBSIDIARIES
The result of subsidiaries consists of the share of the Company in the result of these subsidiaries. Results on transactions involving the transfer
of assets and liabilities between the Company and its subsidiaries and mutually between subsidiaries themselves, are eliminated to the extent
that they can be considered as not realised.
NOTE 3 ● SIGNIFICANT EVENTS OF THE YEAR
Please refer to Note 2.1 of the consolidated financial statements.
93
NOTE 4 ● INVESTMENTS IN SUBSIDIARIES
2024 CHANGE
(€ thousands)
December 31, 2023
Direct equity
movement
Exchange
difference Dividends Investments
Result from
subsidiaries after tax
December 31, 2024
Group subsidiary investments
1,111,694
1,894,900
135,100
-
-
(261,327)
2,880,367
TOTAL
1,111,694
1,894,900
135,100
-
-
(261,327)
2,880,367
2023 CHANGE
(€ thousands)
December 31, 2022
Direct equity
movement
Exchange
difference Dividends Investments
Result from
subsidiaries after tax
December 31, 2023
Group subsidiary investments
1,742,824
-
(45,800)
-
-
(585,330)
1,111,694
TOTAL
1,742,824
-
(45,800)
-
-
(585,330)
1,111,694
Investments in subsidiaries and other entities in which the Company either exercises voting control or effective management responsibility are
valued at equity method.
During the period, the Company has a EUR current account facility with WFD Unibail-Rodamco Real Estate B.V. for €10.0 Mn (December 31, 2023:
€10.0 Mn).
SUBSIDIARIES AND INVESTMENTS
The Company is the holding company and has the following direct and indirect significant financial interests:
Company
Country
Capital held %
December 31, 2024
Capital held %
December 31, 2023
WFD Unibail-Rodamco Real Estate B.V.
the Netherlands
100.00
100.00
URW America Inc.
United States
100.00
100.00
URW WEA LLC
United States
92.40
92.40
NOTE 5 ● RECEIVABLES
(€ thousands)
December 31, 2024
December 31, 2023
Receivable from URW SE
16,417
14,386
Receivable from group companies
260
2,145
VAT receivables
49
559
Other receivables
2
80
TOTAL
16,728
17,170
The receivable from URW SE relates to the interest receivable on the swaps and there is no significant ECL allowance as at December 31, 2024
(December 31, 2023: no significant ECL allowance).
NOTE 6 ● CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash at hand and are held with banks. Cash and cash equivalents are freely available. The Company considers
that its cash and cash equivalents have a low credit risk based on the external credit ratings of the banks.
94
NOTE 7 ● SHAREHOLDERS’ EQUITY
(€ thousands)
Share
capital
Additional
paid-in capital
Additional paid-
in capital –
class
B shares
Foreign
currency
translation
reserves
Revaluation
reserve
Retained
earnings
Result for
the period
Capital
securities
Total
Shareholders’
equity
EQUITY AS AT DECEMBER 31,
2022
116,021
2,243,506
-
257,093
335,690
(3,284,047)
(152,300)
1,501,277
1,017,240
Net result
-
-
-
-
-
-
(609,565)
-
(609,565)
Other comprehensive income
-
-
-
(45,800)
-
-
-
-
(45,800)
Increase in capital
100
(154)
-
-
-
-
-
-
(54)
Appropriation of result
-
-
-
-
-
(152,300)
152,300
-
-
Restatement of hybrid securities
-
-
-
-
-
(200)
-
-
(200)
Amendment related party
liabilities
-
-
-
-
-
-
-
499,654
499,654
Other movements
-
-
-
-
(260,727)
260,727
-
-
-
EQUITY AS AT DECEMBER 31,
2023
116,121
2,243,352
-
211,293
74,963
(3,175,820)
(609,565)
2,000,931
861,275
Net result
-
-
-
-
-
-
(275,500)
-
(275,500)
Other comprehensive income
-
-
-
135,100
-
-
-
-
135,500
Increase in capital 3,700
(2,000)
1,894,900
-
-
-
-
-
1,896,600
Appropriation of result
-
-
-
-
-
(609.565)
609,565
-
-
Restatement of hybrid securities -
-
1,998,931
-
-
-
-
(1,998,931)
-
Amendment related party
liabilities
-
-
-
-
-
-
-
-
-
Other movements -
-
-
-
(8,221)
8,221
-
-
-
EQUITY AS AT DECEMBER 31,
2024
119,821
2,241,352
3,893,831
346,393
66,742
(3,777,164)
(275,500)
2,000
2,617,475
If URW NV revalues an asset, it recognises a revaluation reserve in equity unless this upward revaluation is a reversal of a prior downward
revaluation. In that case, the upward revaluation is taken to the income statement.
Any downward revaluations, including permanent diminutions in value, are deducted from the revaluation reserve, subject to maintaining the
revaluation reserve at the statutory minimum. The statutory minimum requires that the reserve is at least equal to the sum of the upward
revaluations above cost (taking into account any accumulated depreciation and impairment losses), relating to the assets still held at the balance
sheet date. Any downward revaluations which would take the reserve below zero must be taken to the income statement.
CHANGES IN THE NUMBER OF SHARES COMPRISING THE SHARE CAPITAL
Number of shares
As at December 31, 2022
232,015,403
Capital increase Class A shares
145,895
Capital increase reserved for URW Company Savings Plan
128,408
As at December 31, 2023
232,289,706
Shares granted
225,660
Capital increase Class A shares (1)
3,254,000
Capital increase Class B shares (2)
3,850,000
Capital increase reserved for URW Company Savings Plan
108,496
As at December 31, 2024
239,727,862
(1) The URW Group acquired a 38.9% stake in URW Germany JV from partner CPP Investments for 3,254Mn URW stapled shares
(2) URW NV issued 3,850 Mn URW NV class B shares to URW SE
The authorised share capital of the Company as at December 31, 2024, amounts to €550 Mn divided over 660 million ordinary class A shares and
440 million class B shares of €0.50 per share.
95
The issued and paid-up share capital amounts to €119.9 Mn, formed by 142,629,547 ordinary A shares and 97,098,315 ordinary B shares as at
December 31, 2024. Class B shares are shares carrying one vote per share and ordinary dividend rights. All class B shares are held by URW SE.
The Class A shares of the Company are stapled with the shares in URW SE (Stapled shares). As a consequence of the stock options plans and
performance shares of URW SE will have also a dilutive impact on the shares of the Company (with a share issuance at that time).
SHARE PREMIUM
Share premium is paid up share capital in excess of nominal value. The amount of share premium is €6,135.1 Mn as at December 31, 2024
(December 31, 2023: €2,243.1 Mn).
The increase of €3,891.9 Mn in share premium for the year 2024, is the result of the following Related Party transactions URW SE made i) a share
premium contribution of €2,000 Mn (utilized to repay two intra-group loan facilities for a total value of the same amount) and ii) a $2,048 Mn
(€1,894.9 Mn) share premium contribution (utilized to repay and terminate two intra-group term loan agreements and a promissory note between
URW SE and URW America Inc for a total value of the same amount). Both contributions have been made to share premium reserves attaching to
the Class B shares issued by URW NV and owned by URW SE. These premium reserves can be distributed or converted in Class B shares at the full
discretion of URW SE. As part of these two transactions URW SE and URW NV agreed that in case the Class B premium reserves would be converted
into B shares iii) the exercise price per Class B share would be equal to the nominal value of EUR 0.50.
FOREIGN CURRENCY TRANSLATION RESERVE
The foreign currency translation reserve comprises all foreign currency differences arising from the translation of the financial statements of
foreign operations.
CAPITAL SECURITIES
The €2 Mn hybrid securities, as included in the capital security line is a perpetual, deeply subordinated instrument without voting rights. The
capital instrument is issued for €2.0 Mn cash in 2018 and is accounted for in equity, mainly because the company has the discretion not to pay
interest or the principal. The amount remains unchanged in 2024.
2023
As per December 31, 2023, an additional part of the intra-group loan of €500 Mn with URW SE has been reclassed into equity, reference is made
to note 2.1.3.
DIVIDENDS
No dividends were declared or paid by the Company during the period of this financial year.
REVALUATION RESERVE
The revaluation reserve comprises of the reserve for the fair value gain on investment properties and derivatives. The decrease to the revaluation
reserve is -€8.2 Mn (December 31, 2023 was -€260.7 Mn).
UNAPPROPRIATED RESULT
The Management Board proposes, with consent of the Supervisory Board, to the General Meeting to appropriate the result after tax for 2024 as
follows: to add the remaining loss amount of -€275.5 Mn (December 2023: -€609.6 Mn) to the retained earnings.
NOTE 8 ● BORROWINGS AND FINANCIAL LIABILITIES
(€ thousands)
December 31,
2023
Additional
loans
Loans
decrease
Reclass
Amortisation
December 31,
2024
Debt to URW SE
244,292
58,516
37,162
-
-
265,645
Charges and premiums on issues of borrowing with URW SE
(10)
-
(875)
-
-
(885)
TOTAL
244,282
58,516
36,287
-
-
264,760
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, 2024
(December 31, 2023: €35.8 Mn).
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 December
31, 2024, the drawn down amount are €153.6 Mn (December 31, 2022: €134.2 Mn) and $16.7 Mn (€15.8 Mn) (December 31, 2023: €17.9 Mn)
respectively.
Total charges and premiums on issues of borrowings with URW SE amounts €0.1 Mn as at December 31, 2024 (December 31, 2023: €0.1 Mn).
FINANCIAL INSTRUMENTS
The Group has exposure to the following risks from its use of financial instruments:
• Credit risk
• Liquidity risk
• Market risk
In the notes 8.5 and 14.1 of the consolidated financial statements, information is included about the Group’s exposure to each of the above
risks, the Group’s objectives, policies and processes for measuring and managing risk, and the Group’s management of capital.
These risks, objectives, policies and processes for measuring and managing risk, and the management of capital apply also to the company only
financial statements of URW NV. Further quantitative disclosures are included below.
96
FAIR VALUE
The fair values of most of the financial instruments recognised on the statement of financial position, including cash at bank and in hand and
current liabilities, is approximately equal to their carrying amounts.
T
he carrying amount and fair value of fixed interest rate borrowings and financial liabilities are as follows:
(€ thousands)
December 31, 2024
December 31, 2023
Carrying value
Fair value
Carrying value
Fair value
€543.7 Mn debt to URW SE
(1)
-
-
55,390
50,129
€750 Mn debt to URW SE
(1)
-
-
477
477
€500 Mn debt to URW SE
(1)
-
-
298
298
€250 Mn debt to URW SE
(1)
-
-
128
128
€500 Mn debt to URW SE
(1)
-
-
245
245
€35.8 Mn debt to URW SE
35,800
35,118
35,800
37,316
TOTAL
35,800
35,118
92,338
88,593
(1) On July 9, 2024, URW NV utilized a share premium contribution by URW SE (related Party Transaction) to repay these intra-group loan facilities, for further details reference is made to note 2.1.1
Th
e fair value of the Company’s interest bearings loans is estimated by discounting future cash flows using rates that approximate the Company’s
borrowing rate at the balance sheet date, for debt with similar maturity, credit risk and terms.
NOTE 9 ● DERIVATIVES
(€ thousands)
December 31, 2023
Fair value adjustments of
derivatives
(1)
Acquisitions/
Disposals
December 31, 2024
Assets
Derivatives at fair value non-current
30,723
10,664
-
41,387
• Fair value hedge
30,723
10,664
-
41,387
Liabilities
Derivatives at fair value non-current
(31,905)
(10,800)
-
(42,705)
• Fair value hedge
(31,905)
(10,800)
-
(42,705)
NET
(1,182)
(136)
-
(1,318)
(1) This amount includes the currency translation of -€200k, reference to note 8.4 Derivative instruments.
I
n the year ended December 31, 2024, URW NV has interest rate swaps and caps contracts with URW SE to minimise the interest risk on the Group
debt. URW SE has these contracts with third parties and these contracts are mirrored to URW NV with the same nominal amount, interest rate
and duration. The maturity date of the swaps is September 2028.
NOTE 10 ● OTHER LIABILITIES
(€ thousands)
December 31, 2024
December 31, 2023
Penalty on loan conversion
1,033
12,500
Payable due to URW SE
12,381
-
Payable due to group companies
4,404
2,643
Tax and social security liabilities
200
205
Other liabilities
210
201
Accruals
2,527
7,221
TOTAL
20,755
22,770
NOTE 11 ● ADMINISTRATIVE EXPENSES
(€ thousands)
2024
2023
Wages and salaries
545
553
Social security charges
124
133
Pension charges
48
46
Audit and advisory fees
715
814
Office costs
144
116
Other general costs
760
694
Depreciation charge
10
11
Abortive purchase cost
4,812
2,683
TOTAL
7,158
5,050
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D
uring the 2024 financial year, the average number of staff employed by the Company amounted to 5 (2023: 5). None were employed outside
the Netherlands.
NOTE 12 ● FINANCIAL RESULT
FINANCIAL INCOME
(€ thousands)
2024
2023
Interest income on caps and swaps
(1)
101,774
42,712
Fair value of derivatives
(50)
19,833
TOTAL
101,724
62,545
FINANCIAL EXPENSES
(€ thousands)
2024
2023
Interest expense on caps and swaps
(1)
(97,916)
(40,572)
Interest on borrowings
(13,012)
(23,785)
Expenses on borrowings
(230)
(13,102)
USD foreign exchange loss
191
(1,556)
Result on unwinding of swaps
-
(4,907)
Fair value of derivatives
(301)
-
TOTAL
(111,268)
(83,922)
1) Prior year figure was restated from Interest on borrowings to Expenses on borrowings for an amount of
€
5.4 Mn to align with the 2023 disclosure.
NOTE 13 ● INCOME TAX
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 an FII is 0% in the
Netherlands, presuming all relevant conditions are met. Based on the FII regime, the Company is obliged to distribute dividends to its
shareholders, which dividends are, broadly said, based on its Dutch fiscal income.
NOTE 14 ● RESULT FROM SUBSIDIARIES
The result from subsidiaries after tax is -€261.3 Mn (December 31, 2023: -€585.3 Mn) which relates mainly to the result of the subsidiary URW
WEA LLC (formerly WFD America Inc.)
NOTE 15 ● AUDIT FEES
Fees charged by Deloitte (Netherlands) and its member firms to the Company as well as Ernst and Young Accountants LLP (Netherlands), its
subsidiaries and other consolidated companies for the 2024 services are specified as follows:
2024
Deloitte | Ernst & Young | Other Deloitte | Other EY | Other PWC | ||
Netherlands | accountants | Network | Network | network | ||
LLP | ||||||
(€ thousands) | (Netherlands) | 2024 | ||||
| Audit or limited review of the consolidated financial | 468.5 | - | 1,255.6 | 219.9 | - | |
statements (1) | 1,943.9 | |||||
Other assurance services (2) | 93.2 | - | - | 10.3 | - | 103.6 |
Non- audit services (3) | - | - | 291.0 | 790.8 | 164.5 | 1,246.3 |
TOTAL | 561.7 | - | 1,546.6 | 1,021.1 | 164.5 | 3,293.8 |
(1) The controlled companies correspond to the fully consolidated companies as well as the jointly controlled companies.
(2) The amounts correspond to comfort and consent letters issued in connection with bond issuances of the Group as well as the valuation report on Westfield trademark.
(3) The amounts correspond to tax related procedures in the US.
98
2023
Deloitte | Ernst & Young | Other Deloitte | Other EY | Other PWC | ||
Netherlands | accountants | Network | Network | network | ||
LLP | ||||||
(€ thousands) | (Netherlands) | 2023 | ||||
| Audit or limited review of the consolidated financial | 507 | 38 | 1,520 | 122 | - | |
statements (1) | 2,187 | |||||
Other assurance services (2) | 162 | 27 | - | - | 31 | 221 |
Non- audit services (3) | - | - | - | 612 | 279 | 891 |
TOTAL | 669 | 65 | 1,520 | 734 | 310 | 3,300 |
(1) The controlled companies correspond to the fully consolidated companies as well as the jointly controlled companies.
(2) The amounts correspond to comfort and consent letters issued in connection with bond issuances of the Group as well as the valuation report on Westfield trademark.
(3) The amounts correspond to tax related procedures in the US.
NOTE 16 ● REMUNERATION OF THE MANAGEMENT BOARD AND THE
SUPERVISORY BOARD
The total remuneration of the members of the Board of Management over 2024 was €2,291,783 and for more details reference is made to chapter
2.3.2 of this annual report. The Supervisory Board received a total remuneration of €259,500 (paid to 2 out of 5 members) and for more details
reference is made to chapter 2.4.1 of this annual report. This remuneration as defined in Art 2:383 of the Dutch Civil Code, is paid by URW NV
or one of its subsidiaries.
NOTE 17 ● RELATED PARTIES
The Company is affiliated to URW SE, together they form URW. All Group entities are treated as related parties. Reference is made to note 7.4
in the consolidated financial statements.
NOTE 18 ● OFF BALANCE SHEET COMMITMENTS
General guarantees as defined in Art. 403, Book 2 of the Dutch civil code have been given by the Company to the subsidiary WFD UR RE BV. For
intercompany financial guarantees issued by the Company, there is no expected default and therefore the financial guarantees are not
recognised.
Together with the Dutch subsidiary WFD UR RE BV, the Company forms a fiscal unity for the value-added tax.
As from June 28, 2018, URW SE and the Company have implemented cross guarantees. The Company as part of the “Unibail-Rodamco 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 Company has no significant off balance sheet commitments as at December 31, 2024.
NOTE 19 ● SUBSEQUENT EVENTS
Please refer to note 17 of the consolidated financial statements.
Schiphol, March 21, 2025
Management Board Supervisory Board
D. Lowe J.M. Tritant
G. Sieben C. Pourre
A. Taireh
F. Mouchel
J.L. Laurens
99
3.5 OTHER INFORMATION
3.5.1 PROPOSED PROFIT APPROPRIATION
Under article 38.1 of the Company’s Articles of Association, the Management Board, with the approval of the Supervisory Board, shall determine
which part of the loss shall be added to the Company’s reserves, taking into account the fiscal rules and regulations applicable to the Company
from time to time. The remaining profits shall be at the disposal of the General Meeting.
3.5.2 STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS
INDEPENDENT AUDITOR'S REPORT
To: The shareholders and the supervisory board of Unibail-Rodamco-Westfield N.V.
Report on the audit of the financial statements 2024 included in the annual report
Our opinion
We have audited the financial statements 2024 of Unibail-Rodamco-Westfield N.V., based in Amsterdam. The
financial statements comprise the consolidated and company financial statements.
In our opinion:
• The accompanying consolidated financial statements give a true and fair view of the financial position of
Unibail-Rodamco-Westfield N.V. as at 31 December 2024, and of its result and its cash flows for 2024 in
accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRS)
and with Part 9 of Book 2 of the Dutch Civil Code.
• The accompanying company financial statements give a true and fair view of the financial position of
Unibail-Rodamco-Westfield N.V. as at 31 December 2024, and of its result for 2024 in accordance with Part
9 of Book 2 of the Dutch Civil Code.
The consolidated financial statements comprise:
1. The consolidated statement of financial position as at 31 December 2024.
2. The following statements for 2024: the consolidated income statement, the consolidated statements of
comprehensive income, changes in equity and cash flows.
3. The notes comprising material accounting policy information and other explanatory information.
The company financial statements comprise:
1. The company balance sheet as at 31 December 2024.
2. The company profit and loss account for 2024.
3. The notes comprising a summary of the accounting policies and other explanatory information.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our
responsibilities under those standards are further described in the 'Our responsibilities for the audit of the
financial statements' section of our report.
We are independent of Unibail-Rodamco-Westfield N.V. in accordance with the EU Regulation on specific
requirements regarding statutory audit of public-interest entities, the Wet toezicht accountantsorganisaties
(Wta, Audit firms supervision act), the Verordening inzake de onafhankelijkheid van accountants bij assurance-
opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and
other relevant independence regulations in the Netherlands. Furthermore, we have complied with the
Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics for Professional
Accountants).
100
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial statements as a whole and in
forming our opinion thereon. The following information in support of our opinion was addressed in this
context, and we do not provide a separate opinion or conclusion on these matters.
Materiality
Based on our professional judgment we determined the materiality for the financial statements as a whole at
€ 95 million. The materiality is based on 1% of total assets. We have also taken into account misstatements
and/or possible misstatements that in our opinion are material for the users of the financial statements for
qualitative reasons.
We agreed with the supervisory board that misstatements in excess of € 4.75 million, which are identified
during the audit, would be reported to them, as well as smaller misstatements that in our view must be reported
on qualitative grounds.
Scope of the group audit
Unibail-Rodamco-Westfield N.V. is at the head of a group of components. The financial information of this
group is included in the financial statements of Unibail-Rodamco-Westfield N.V.
Based on our risk assessment, we determined the nature, timing and extent of audit procedures to be
performed, including determining the components at which to perform audit procedures.
Our group audit mainly focused on the group entity URW America Inc. and its subsidiaries, which make up 99%
of both total assets and rental income.
In establishing the overall group audit strategy and plan, we determined the type of work that needed to be
performed at the components by the group engagement team and by component auditors from other Deloitte
Network firms.
Where the work was performed by component auditors, we determined the level of involvement we needed to
have in the audit work at these components so as to be able to conclude whether sufficient appropriate audit
evidence had been obtained as a basis for our opinion on the group financial statements as a whole. For each
component we determined whether we required an audit of their complete financial information or whether
other procedures would be sufficient.
The group engagement team directed the planning, reviewed the work performed by component auditors and
assessed an discussed the results and findings with component auditors.
The group consolidation, financial statements and disclosures are audited directly by the group engagement
team in addition to the other procedures where the group engagement team is responsible for.
By performing the procedures mentioned above at components, together with additional procedures at group
level, we have been able to obtain sufficient and appropriate audit evidence about the group's financial
information to provide an opinion on the financial statements.
Audit approach fraud risks
We identified and assessed the risks of material misstatements of the financial statements due to fraud. During
our audit we obtained an understanding of the company and its environment and the components of the
system of internal control, including the risk assessment process and management's process for responding to
the risks of fraud and monitoring the system of internal control and how the supervisory board exercises
oversight, as well as the outcomes. We refer to the enterprise risk framework and respective risk chapter 4 of
the annual report in which the general risk framework and risk assessment of the entity is described. In respect
to fraud risks to section 4.2.2.5.A of the annual report for management’s fraud risk assessment.
We evaluated the design and relevant aspects of the system of internal control and in particular the fraud risk
assessment, as well as among others the code of conduct and whistle blower procedures. We evaluated the
design and the implementation of internal controls designed to mitigate fraud risks.
101
As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial
reporting fraud, misappropriation of assets and bribery and corruption in close co-operation with our forensic
specialists. We evaluated whether these factors indicate that a risk of material misstatement due to fraud is
present.
We did not identify fraud risk factors with respect to revenue recognition. We have assessed the accuracy of
gross rental income based on a test of detail and analytical procedures on the tenancy schedule and linked the
completeness to the property portfolio. Given the occupancy rate, we were able to complete an assessment of
the recorded gross rental income based on the substantive procedures performed using the tenancy schedules
and property portfolio.
We identified the following fraud risks and performed the following specific procedures:
Fraud risk
How the fraud risk was addressed in the audit
Management override of controls
We presume a risk of material misstatement due to
fraud related to management override of controls.
Management is in a unique position to perpetrate
fraud because of management’s ability to
manipulate accounting records and prepare
fraudulent financial statements by overriding
controls that otherwise appear to be operating
effectively.
Our audit procedures included, among others, the
following:
We incorporated elements of unpredictability in our
audit. Elements could be amongst others, additional
samples on specific account balances (for example
investment property). We also added specific
searches on new key words in our manual journal
entry testing.
We also considered the outcome of our other audit
procedures and evaluated whether any findings
were indicative of fraud or non-compliance.
We tested the appropriateness of journal entries
recorded in the general ledger and other
adjustments made in the preparation of the financial
statements.
We considered available information and made
enquiries of relevant executives, directors (including
legal, compliance and regional management) and
the supervisory board.
We evaluated whether the selection and application
of accounting policies by the Company, particularly
those related to subjective measurements and
complex transactions, may be indicative of
fraudulent financial reporting. For significant
transactions we have evaluated whether the
business rationale of the transactions suggests that
they may have been entered into to engage in
fraudulent financial reporting or to conceal
misappropriation of assets. As part of our audit
procedures, we verified whether the significant
transactions should be considered related-party-
transactions.
We evaluated whether the judgement and decisions
made by management in making the accounting
estimates included in the financial statements
indicate a possible bias that may represent a risk of
material misstatement due to fraud. Management
insights, estimates and assumptions that might have
a major impact on the financial statements are
disclosed in note 3.2 of the financial statements. We
performed a retrospective review of management
judgements and assumptions related to significant
102
accounting estimates reflected in prior year financial
statements. Valuation of investment property
(including investment property as included in the
investments in companies accounted for using the
equity method) is a significant area to our audit as
the valuation is inherently judgemental in nature,
due to the use of assumptions that are highly
sensitive, any change in assumptions may have a
significant effect on the outcome given the relative
size of the investment property balance. Reference
is made to the section ‘Our key audit matters’.
We audited all the top-side journal entries through
inspection of supporting documentation.
We determined the completeness of the top-side
journal entries by comparing these to the entries
recorded in the previous year and considered if
other information gathered during the audit
indicated incompleteness of topside entries.
Valuation of investment property
Valuation of investment property (including
investment property as included in the investments
in companies accounted for using the equity
method) is a significant area to our audit as the
valuation is inherently judgemental in nature, due to
the use of assumptions that are highly sensitive, any
change in assumptions may have a significant effect
on the outcome given the relative size of the
investment property balance. There is a possible
fraud risk that judgement and decisions made by
management in making the accounting estimates
are possibly biased.
Reference is made to the section ‘Our key audit
matters’ for our performed audit procedures.
Risk of incorrect recognition of disposals of
investment properties
In 2024 the Company sold investment properties.
Accurate and complete recognition of these
transactions is an important area of emphasis in our
audit. We pay specific attention to fraud risks in
selling properties, such as ABC transactions and
kickback fees.
Our audit procedures included, among others, the
following:
We have gained understanding of the disposal
process and tested design and implementation of
Unibail-Rodamco-Westfield N.V.’s relevant controls
relating to disposals.
We performed procedures on the sales transactions.
We have reconciled the recognized transactions to
relevant supporting documentation and determined
accurate and complete recognition of transaction
results in the fiscal year.
We verified that the investment properties sold
aren’t sold immediately to a third party with a
significant higher transaction value.
In addition, we have analyzed the sales price of
investment property transactions in relation to the
most recent valuation value as determined by the
external appraiser. If applicable we have assessed
reasonableness of considerations paid to
intermediaries.
We evaluated whether the disclosures are in
accordance with the requirements of IFRS-EU
relevant to the recognition of the sales of
investment properties.
This did not lead to indications for fraud potentially resulting in material misstatements.
103
Audit approach compliance with laws and regulations
We assessed the laws and regulations relevant to the company through discussion with the management
board, reading minutes and reports of internal audit.
As a result of our risk assessment procedures, and while realizing that the effects from non-compliance could
considerably vary, we considered the following laws and regulations: (corporate) tax law, the requirements
under the International Financial Reporting Standards as adopted by the European Union (EU-IFRS) and Part 9
of Book 2 of the Dutch Civil Code with a direct effect on the financial statements as an integrated part of our
audit procedures, to the extent material for the financial statements.
We obtained sufficient appropriate audit evidence regarding provisions of those laws and regulations generally
recognized to have a direct effect on the financial statements.
Apart from these, Unibail-Rodamco-Westfield N.V. is subject to other laws and regulations where the
consequences of non-compliance could have a material effect on amounts and/or disclosures in the financial
statements, for instance, through imposing fines or litigation.
Given the nature of Unibail-Rodamco-Westfield N.V.'s business and the complexity of these other laws and
regulations, there is a risk of non-compliance with the requirements of such laws and regulations. In addition,
we considered major laws and regulations applicable to listed companies.
Our procedures are more limited with respect to these laws and regulations that do not have a direct effect on
the determination of the amounts and disclosures in the financial statements. Compliance with these laws and
regulations may be fundamental to the operating aspects of the business, to Unibail-Rodamco-Westfield N.V.'s
ability to continue its business, or to avoid material penalties (e.g., compliance with the terms of operating
licenses and permits or compliance with environmental regulations) and therefore non-compliance with such
laws and regulations may have a material effect on the financial statements. Our responsibility is limited to
undertaking specified audit procedures to help identify non-compliance with those laws and regulations that
may have a material effect on the financial statements. Our procedures are limited to (i) inquiry of
management, the supervisory board, the executive board and others within Unibail-Rodamco-Westfield N.V. as
to whether Unibail-Rodamco-Westfield N.V. is in compliance with such laws and regulations and (ii) inspecting
correspondence, if any, with the relevant licensing or regulatory authorities to help identify non-compliance
with those laws and regulations that may have a material effect on the financial statements.
Naturally, we remained alert to indications of (suspected) non-compliance throughout the audit.
Finally, we obtained written representations that all known instances of (suspected) fraud or non-compliance
with laws and regulations have been disclosed to us.
Audit approach going concern
The financial statements of Unibail-Rodamco-Westfield N.V. have been prepared on the basis of the going
concern assumption. As indicated in the responsibilities of management below, management is responsible for
assessing the entity’s ability to continue as a going concern. We refer to the section ‘Going concern’ in Note
4.1.5 to the consolidated financial statements, which discloses that the entity’s liquidity needs for the next 12
months are covered by the available undrawn credit lines and cash on-hand as well as by the cross-guarantees
granted within the URW Group.
Our evaluation of management’s assessment of the entity’s ability to continue as a going concern for the next
12 months included the following procedures:
• We inquired the management regarding any knowledge of events or conditions beyond the period of
the management’s assessment.
• Sensitivity analyses of the client indicate that material breaches of covenants are unlikely to result in
an early repayment obligation based on current market circumstances and head room in the
respective covenants. We evaluated the sensitivity analyses and the impact on the going concern
assumption. We did not indicate any hard material breaches.
• We have evaluated whether cash positions, undrawn credit lines and cash flows are expected to be
sufficient to meet future obligations.
• We have evaluated whether the tenant mix leads to concerns over dependency on a single tenant or
limited group of tenants in respect to the rental income and respective cash flows.
104
• In our evaluation of management’s assessment, we have considered all relevant information of which
we are aware as a result of the audit.
Our audit work did not result in contradictory information about management’s assessment of the entity’s
ability to continue as a going concern.
Our key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements. We have communicated the key audit matters to the supervisory board. The key
audit matters are not a comprehensive reflection of all matters discussed.
Key audit matter
How the key audit matter was addressed in the
audit
Valuation of investment property (under
construction), including investment property
(under construction) as included in the investments
in the companies accounted for using the equity
method.
Refer to note 6.1.2 and note 7.2 to the consolidated
financial statements.
As at 31 December 2024, Unibail-Rodamco-
Westfield N.V. held a direct portfolio of investment
property with a fair value of EUR 4,920.7 million (31
December 2023 EUR 4,217.4 million) and an indirect
real estate portfolio with a fair value of EUR 4,454.6
million (31 December 2023 EUR 4,798.2 million)
based on Unibail-Rodamco-Westfield N.V.’s share as
included in the investments in the companies
accounted for using the equity method.
The portfolio mainly consists of Shopping Centres.
At the end of each reporting period, Management
determines the fair value of its investment property
portfolio in accordance with the requirements of IAS
40 and IFRS 13.
Unibail-Rodamco-Westfield N.V. uses external
valuation reports issued by external independent
professionally qualified valuers to determine the fair
value of the investment property.
As the valuation of investment property is inherently
judgemental in nature, due to the use of
assumptions that are highly sensitive, any change in
assumptions may have a significant effect on the
outcome given the relative size of the investment
property balances.
The most significant assumptions and parameters
involved, given the sensitivity and impact on the
outcome, are the capitalization rate, market rental
income and market-derived discount rate.
IFRS 13 seeks to increase consistency and
comparability in fair value measurements and
related disclosures through a ‘fair value hierarchy’.
The hierarchy categorizes the inputs used in
valuation techniques into three levels. The hierarchy
gives the highest priority to (unadjusted) quoted
prices in active markets for identical assets or
liabilities and the lowest priority to unobservable
Our audit procedures included, among others, the
following:
We have gained understanding of the valuation
process and tested design and implementation of
Unibail-Rodamco-Westfield N.V.’s relevant controls
with respect to the data used in the valuation of the
property portfolio.
We noted that management involved established
international parties to assist with the valuation of
the investment properties.
We evaluated the competence of Unibail-Rodamco-
Westfield N.V.’s external appraiser, which included
consideration of their qualification and expertise.
In relation to the significant assumptions in the
valuation of investment property (under
construction), we have:
• Determined that the valuation methods as
applied by Management, as included in the
valuation reports, are appropriate and
consistent.
• We have challenged the significant
assumptions used (such as capitalization
rate, market rental income, market-derived
discount rate) against relevant market data.
We have involved our internal real estate
valuation experts in these assessments.
• We assessed the sensitivity analysis on the
key input data and assumptions to
understand the impact of reasonable
changes in assumptions on the valuation
and other key performance indicators.
• We have assessed the appropriateness of
the disclosures relating to the assumptions
used in the valuations and sensitivity
analysis in the notes to the consolidated
Financial Statements.
Observation
We found that, with the (significant) assumptions
used in the valuation reports, the valuation of the
investment property is valued within a reasonable
range in the light of the valuation uncertainty for
level 3 valuations.
105
inputs. (Unobservable) inputs are used to measure
fair value to the extent that relevant observable
inputs are not available, thereby allowing for
situations in which there is little, if any, market
activity for the asset at the measurement date. Fair
value measurements categorized within Level 3
have the lowest priority as the valuation is
predominantly based on unobservable inputs and
those measurements have a greater degree of
uncertainty and subjectivity. This means that a
valuation at Level 3 has a fairly large measure of
estimation uncertainty and as a result a fairly large
bandwith of valuation uncertainty in which a
valuation can been seen reasonable in the light of
IFRS 13.
Valuation (including impairment testing) of
acquired intangible assets
Refer to note 6.3 to the consolidated financial
statements.
As at 31 December 2024, Unibail-Rodamco-
Westfield N.V. held a total of EUR 268.0 million
intangible assets (31 December 2023 EUR 248.4
million) of which EUR 261.4 million relates to the
Westfield Trademark for flagship center’s (31
December 2023 EUR 241.9 million).
The subsequent measurement of acquired
intangible assets with an indefinite useful life
requires annual impairment testing which is
complex and subject to estimation uncertainty.
During 2024, a reversal of impairment of EUR 4.0
million has been made.
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.
Under IAS 36 an asset is impaired when it carrying
amount exceeds its recoverable amount. The
recoverable amount of an asset or a cash-generating
unit is the higher of its fair value less costs of
disposal and its value in use. For the assessment of
both recoverable amount and fair value a large level
of valuation uncertainty is included. Beside
uncertainty inherent in the assets both assessments
include uncertainty on timing of cashflows, the
height of the cashflows, discount rates, etc.
Furthermore, it is uncertain whether the
assumptions of the market or the enterprise are
more likely to be true. As perfect markets do not
exist for many of the assets within the scope of IAS
36 and its is unlikely that predictions of the future
will be entirely accurate, regardless of who makes
Our audit procedures included, among others, the
following:
• We obtained an understanding of an
evaluated the design of controls over the
Company’s impairment testing process with
regard to intangible assets with an
indefinite useful life, including controls over
management’s review of the significant
assumptions.
• We noted that management involved
established international parties to assist
with the valuation of the trademark
• We evaluated the competence of Unibail-
Rodamco-Westfield N.V.’s external
appraiser which included consideration of
their qualification and expertise.
• We inspected the documentation regarding
the impairment analysis that the Company
prepared with the assistance of an external
appraiser.
• With the assistance of our valuation
specialists, we assessed the valuation of the
intangible assets. We reviewed
management’s key assumptions used in the
valuation such as long-term growth rate,
incremental growth rate, discount rate, as
well as the sensitivity analysis resulting from
variations of these assumptions.
• We assessed the used business assumptions
with historical data.
• We have assessed the appropriateness of
the disclosures relating to the assumptions
used in the notes to the consolidated
financial statements.
Observation
We found that, with the (significant) assumptions
used in the valuation, the valuation of the intangible
assets is valued within a reasonable range in the light
of the valuation uncertainty under IAS 36 and IFRS
13.
106
them. This means that the outcome of the
assessment has a fairly large measure of estimation
uncertainty and as a result a fairly large bandwith of
valuation uncertainty in which a valuation can been
seen reasonable in the light of IAS 36 and IFRS13
(Level 3).
Therefore, combined with the significance of the
balances to the financial statements as a whole, the
valuation (including impairment testing) of acquired
intangible assets is a key audit matter.
Accounting for financial liabilities including
derivatives
As at December 31, 2024, Unibail-Rodamco-
Westfield N.V. had total liabilities of EUR 7,454.2
million, including bonds and notes, bank borrowings,
other financial liabilities and financial leases and
commitments to non-controlling interests.
The preference shares held by URW SE amount to
EUR 572.6 million and are valued at amortized costs.
Other commitments to non-controlling interests are
valued at fair value. Financial covenants are
applicable to issued bonds (EUR 2,908.8 million).
The company uses interest rate swaps to hedge its
exposure to interest rate risk. These derivatives, for
which no hedge accounting is applied, are carried at
fair value through profit or loss and have a carrying
amount at the balance sheet of respectively EUR
41.4 million (asset) and EUR 42.7 million (liability).
The fair value adjustments of derivatives amount to
EUR 2,5 million negatives.
The valuation of these financial instruments is
dependent on estimates and assumptions and
requires judgement by management.
Considering the estimation uncertainty regarding
the valuation of financial instruments at fair value,
the importance and relative size of external
financing, and compliance with covenant, the
accounting for financial liabilities including
derivatives is an important area of emphasis in our
audit.
Please refer to note 8 of the consolidated financial
statements.
Our audit procedures included, among others, the
following:
• We obtained and analyzed loan contracts
and loan amendments, on a sample basis to
understand the terms and conditions and
verified that those characteristics were
correctly reflected in the financial
statements in accordance with the
accounting policies applied by the Company
based on IAS 32 Financial Instruments
presentation and IFRS 9 Financial
Instruments.
• We performed analytical procedures on the
financial expenses.
• We confirmed the amount of the principal
debt with third parties on a sample basis.
• We confirmed a selection of derivatives
directly with counterparties and performed
procedures to ensure completeness of
them.
• For a sample of financial instruments, we
reviewed the valuation of derivatives
(including the DVA/CVA calculation) and we
involved our internal specialists who
performed independent valuations.
• Where debt covenants were identified, we
assessed management’s calculations to
verify compliance with these covenants.
• Additionally, we considered the
appropriateness of the IFRS7 disclosures in
the financial statements in respect of
financial liabilities including derivatives.
Observation
Applying the materiality, we have audited the
accounting for financial liabilities including
derivatives as well as the related disclosures in
notes 8.3.3., 8.3.7 and 8.4 and have no
reportable findings.
107
Report on the other information included in the annual report
The annual report contains other information, in addition to the financial statements and our auditor's report
thereon.
The other information consists of:
• Management Board's Report
• Other information as required by Part 9 of Book 2 of the Dutch Civil Code.
• Corporate governance and remuneration report.
• Risk factors.
• Information on the Company, shareholding and the share capital.
Based on the following procedures performed, we conclude that the other information:
• Is consistent with the financial statements and does not contain material misstatements.
• Contains all the information regarding the management report and the other information as required by
Part 9 of Book 2 of the Dutch Civil Code.
We have read the other information. Based on our knowledge and understanding obtained through our audit
of the financial statements or otherwise, we have considered whether the other information contains material
misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code
and the Dutch Standard 720. The scope of the procedures performed is substantially less than the scope of
those performed in our audit of the financial statements.
Management is responsible for the preparation of the other information, including the Management Board’s
report in accordance with Part 9 of Book 2 of the Dutch Civil Code, and the other information as required by
Part 9 of Book 2 of the Dutch Civil Code.
Report on other legal and regulatory requirements and ESEF
Engagement
We were engaged by the supervisory board as auditor of Unibail-Rodamco-Westfield N.V. on June 22, 2022, as
of the audit for the year 2022 and have operated as statutory auditor ever since that financial year.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on
specific requirements regarding statutory audit of public-interest entities.
European Single Electronic Format (ESEF)
Unibail-Rodamco-Westfield N.V. has prepared its annual report in ESEF. The requirements for this are set out in
the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a
single electronic reporting format (hereinafter: the RTS on ESEF).
In our opinion, the annual report, prepared in XHTML format, including the (partly) marked-up consolidated
financial statements, as included in the reporting package by Unibail-Rodamco-Westfield N.V. complies in all
material respects with the RTS on ESEF.
Management is responsible for preparing the annual report including the financial statements in accordance
with the RTS on ESEF, whereby management combines the various components into one single reporting
package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this reporting
package complies with the RTS on ESEF.
108
We performed our examination in accordance with Dutch law, including Dutch Standard 3950N ‘Assurance-
opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal verantwoordingsdocument’
(assurance engagements relating to compliance with criteria for digital reporting).
Our examination included amongst others:
• Obtaining an understanding of the company's financial reporting process, including the preparation of the
reporting package.
• Identifying and assessing the risks that the annual report does not comply in all material respects with the
RTS on ESEF and designing and performing further assurance procedures responsive to those risks to
provide a basis for our opinion, including:
o obtaining the reporting package and performing validations to determine whether the reporting
package containing the Inline XBRL instance and the XBRL extension taxonomy files has been prepared
in accordance with the technical specifications as included in the RTS on ESEF;
o examining the information related to the consolidated financial statements in the reporting package to
determine whether all required mark-ups have been applied and whether these are in accordance
with the RTS on ESEF.
Description of responsibilities regarding the financial statements
Responsibilities of management and the supervisory board for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance
with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is responsible for such
internal control as management determines is necessary to enable the preparation of the financial statements
that are free from material misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, management is responsible for assessing the company's
ability to continue as a going concern. Based on the financial reporting frameworks mentioned, management
should prepare the financial statements using the going concern basis of accounting unless management either
intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
Management should disclose events and circumstances that may cast significant doubt on the company's
ability to continue as a going concern in the financial statements.
The supervisory board is responsible for overseeing the company's financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient
appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we may not
detect all material misstatements, whether due to fraud or error, during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of
the effect of identified misstatements on our opinion.
We have exercised professional judgment and have maintained professional scepticism throughout the audit,
in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our
audit included among others:
109
• Identifying and assessing the risks of material misstatement of the financial statements, whether due to
fraud or error, designing and performing audit procedures responsive to those risks, and obtaining audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtaining an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the company's internal control.
• Evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• Concluding on the appropriateness of management's use of the going concern basis of accounting, and
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the company's ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the
related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However,
future events or conditions may cause the company to cease to continue as a going concern.
• Evaluating the overall presentation, structure and content of the financial statements, including the
disclosures.
• Evaluating whether the financial statements represent the underlying transactions and events in a manner
that achieves fair presentation.
We are responsible for planning and performing the group audit to obtain sufficient appropriate audit evidence
regarding the financial information of the entities or business units within the group as a basis for forming an
opinion on the financial statements. We are also responsible for the direction, supervision and review of the
audit work performed for purposes of the group audit. We bear the full responsibility for the auditor’s report.
We communicate with the supervisory board regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant findings in internal control that we identified
during our audit. In this respect we also submit an additional report to the audit committee in accordance with
Article 11 of the EU Regulation on specific requirements regarding statutory audit of public-interest entities.
The information included in this additional report is consistent with our audit opinion in this auditor's report.
We provide the supervisory board with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the supervisory board, we determine the key audit matters: those
matters that were of most significance in the audit of the financial statements. We describe these matters in
our auditor's report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, not communicating the matter is in the public interest.
Amsterdam, 21 March 2025
Deloitte Accountants B.V.
J. Holland
110
RISK FACTORS
111
4.1. RISK MANAGEMENT FRAMEWORK
4.1.1. RISK MANAGEMENT POLICY AND ORGANISATION
Unibail-Rodamco-Westfield N.V. (“URW NV”) and its subsidiaries are together referred to as “the Group”. URW NV and its controlled subsidiaries
are affiliated to Unibail-Rodamco-Westfield SE (“URW SE”). Together they form the URW Group. Unless stated otherwise, the ERM framework of
URW NV is aligned with that of the URW Group.
URW NV’s Risk Management Policy is designed to:
• Identify and analyse the main potential threats in order to anticipate risks proactively;
• Set up and implement appropriate mitigating measures in order to monitor and/or reduce the identified risks;
• Secure decision-making and Group processes to achieve business objectives;
• Create and preserve the Group’s value, assets, brand and reputation;
• Ensure consistency of decisions with the Group’s values and strategy; and
• Bring the Group’s staff together behind a shared vision of risk management.
• Strive to convert risks to business opportunities.
URW NV is based on a matrix organisation within two regions: the Netherlands and the United States, under a Corporate Centre organised around
four main functions i.e. Owner, Operator, Resourcer, and Financer. The decision-making process is accomplished through committees and
collegial decision-making. The segregation of duties within the Group is based on the separation between execution and control. The Group does
not outsource core activities, except for some parts of its IT system and facility management. The Group’s main activities are Investment and
divestment, Asset management, Operating management (including leasing and property management) and Refurbishments, which are briefly
described below. The organisational structure is also based on a set of delegations that define the responsibilities and level of authority of
managers. Moreover, the Group utilises internal committees, where decisions are based on a risk analysis approach.
MAIN ACTIVITIES OF THE GROUP, INCLUDING CORE PROCESSES AND SUPPORTING
FUNCTIONS
FINANCE
RISK
MANAGEMENT
LEGAL AND
COMPLIANCE
INFORMATION TECHNOLOGY
HUMAN RESOURCES
SUSTAINABILITY
MERGERS & ACQUISITIONS, INVESTMENT/DIVESTMENT
Investment is one of the major processes at URW NV as it is one of the first steps in the value creation process. It starts with deal sourcing (the
search for market opportunities), which is based on brokers, off- market relationships, and connections with local communities. Once an
investment opportunity is identified it undergoes a strict review and approval procedure with multiple steps through compliance and demanding
internal decision-making processes, in alignment with URW NV’s investment strategy.
Under the supervision of the Chief Operating Officer US (“COO US”), the Investment/Divestment (“I/D”) Department is responsible for the value
creation process and is in charge of evaluating and advising periodically on the basis of the aforementioned information whether the property
needs to be disposed of or not.
For divestments, a highly structured process is in place to provide the most complete and accurate information (data room) to maximise the
selling price and minimise the guarantees and representations, as well as the potential liabilities.
ASSET MANAGEMENT
Under the responsibility of the COO US, this activity focuses on value creation in URW NV’s asset portfolio and consists of defining the strategy
for each asset (5-year business plan). In line with the contract terms and conditions, the Accounting department invoices and collects the rents
and pays expenses related to the management of the building.
OPERATING MANAGEMENT
Under the responsibility of the COO US, this activity focuses on value creation in URW NV’s asset portfolio and consists of defining the strategy
for each asset (5-year business plan). In line with the contract terms and conditions, the Accounting department invoices and collects the rents
and pays expenses related to the management of the building.
INTERNAL AUDIT
INVESTMENT/DIVESTMENT
ASSET
AND CONVENTION
CONSTRUCTION
REFURBISHMENT
112
CONSTRUCTION/REFURBISHMENT
Construction and refurbishment consist of the following activities:
• Control of construction costs, deadlines and management of construction contracts;
• Definition of the URW Group sustainability policy for development;
• Selection and monitoring construction and refurbishment companies; and
• Supervision of construction until grand opening.
4.1.2. OVERVIEW OF URW NV RISK COMMITTEE’S RESPONSIBILITIES
All key risks listed in the Enterprise Risk Management (“ERM”) framework have been reviewed and assessed internally on a yearly basis. Eleven
identified key risks were presented to and reviewed by the AC and SB in 2024 through a bi-annual (half-year and full-year) assessment.
Our ERM framework focuses on:
• Risks inventory;
• Risk control methodology; (including monitoring of appropriate mitigating measures and action plans);
• Risk mapping;
• Governance; and
• Functional organisation.
URW NV strives to have a robust Risk Management programme, providing reasonable assurance on levels of control. It remains oriented towards
ongoing and continuous risk assessment, effectiveness and improvement in controls.
Management of risk measures and follow-up of effective implementation of yearly action plans are core to the Group’s business resilience, and
are reviewed and challenged on a recurring basis.
Below is an illustration of key ERM responsibilities.
OVERVIEW OF ERM KEY RESPONSIBILITIES
Governance continues to enhance and support the importance of ERM by establishing oversight responsibilities. The Group has worked on the
alignment and coherence of the Risk Management governance bodies, considering market best practices, regional and sector benchmarks and
market investors’ expectations.
On December 6, 2018, upon the recommendation of the AC, the SB approved the current ERM framework.
113
The URW NV ERM framework and three lines of defence are organised as follows
55
:
(*) NV included in URW Group Consolidated Risk Report
(**) URW Group Risk Committee consolidates URW NV risk report
Central to the URW NV ERM Framework is the URW NV Risk Management Committee (“RMC”). Composed primarily of senior executives from the
Netherlands and the US, it oversees management of eleven key risks across the portfolio (“Risk Inventory”).
The Risk Inventory is organised into the following five categories:
(1) Business Sector and Operational Risks,
(2) Financial and Tax Risks,
(3) Environmental and Social Responsibility Risks (CSR) –emphasis on Sustainability,
(4) Security and Health & Safety, and
(5) Legal and Regulatory.
The responsibilities of the RMC include:
• Supporting the development of a risk culture within the region, promoting open discussion regarding risk and integrating Risk
management into the organisation and among employees;
• Monitoring effective implementation of identified mitigating measures and action plans;
• Providing input to management regarding the URW NV platforms’ risk appetite and tolerance;
• Embedding ERM in all activities within the business;
• Discussing the identification and evaluation of risks with local risk owners;
• Supporting improvement in risk control, management measures and monitor action plans;
• Reviewing risk initiatives against the URW Group’s Compliance Book to align assessment and establish training priorities;
• Remaining aware of any material evolution of an existing risk or any new or emerging risk; and
• Providing validation in preparation for review by the URW Group Risk Committee (“URW GRC”).
The RMC is composed of the following senior executives:
• Chief Operating Officer US (“COO US”) as the Chair;
• Chief Financial Officer URW NV (“CFO URW NV”);
• Chief Financial Officer US (“CFO US”);
• General Counsel US;
• VP of Organisational and Business Transformation and Internal Audit US;
• EVP Center Operations & Construction Management US;
• URW Group Director of Risk Management;
• Group Director of Insurances (if required); and
• Others Local Risk Owners if required.
The RMC liaises with the Local Risk Owners to accomplish the ERM goals. The Local Risk Owners are department heads assigned to manage and
monitor one or more risks from the Risk Inventory. They rate the risks in terms of Impact, Likelihood, and Level of Control pursuant to a Risk
Assessment Criteria biannually.
55
Overview of the lines of defence comports with COSO (Committee of Sponsoring Organisations) ERM standards.
2
ND
LINE OF DEFENCE
3
RD
LINE OF DEFENCE
URW N.V. Supervisory Board
URW N.V. Risk Committee
Executive committee
URW N.V. Management
Board
URW N.V.
Audit Committee
Internal audit
Group or support
functions
(Communication,
Redevelopment, Finance,
Resources etc.)
Risk Management and
Compliance
1
ST
LINE OF DEFENCE
Local Risk
Owners &
Managing
Functions
114
The primary responsibility of the URW NV Risk Management Committee is to oversee and approve the Group-wide risk mapping and key
management measures and to assist the MB in:
• Establishing that all executive teams have identified and assessed the risks that the Group faces and established a risk management
system to address those risks;
• Validating the level of control over a given risk and, in conjunction with the MB and/or other internal committees, validating that
such risks are in line with the Group’s risk strategy;
• Ensuring that the division of risk-related responsibilities for each risk owner is clearly defined, and that risk owners are routinely
performing risk assessments and gap analysis to maintain awareness of all risks; and
• Elevating to the MB and SB any emerging and developing risks.
To fulfil its responsibilities and duties, the RMC:
• Supports the development of a risk culture within the Group, promotes open discussion regarding key risks, integrates risk
management into the organisation’s objectives and compensation structure, and creates a corporate culture such that people at
all levels manage risks rather than ignoring them or accepting them without proper risk analysis;
• Provides input to management and the URW Executive Committee regarding the Group risk appetite and tolerance;
• Monitors, reviews and updates the organisation’s risk profile (risk mapping); and
• Approves the Risk Management Policy and plan, which includes:
- The Company’s risk management structure;
- Standards and methodology applied to assess risks;
- Risk management measures (risk management guidelines); and
- Training and awareness programmes or information.
- Analysing feedback analysis on crises/incidents and suggesting improvements.
The Risk Management Organisation reviewed the Group’s key risks and associated action plans in collaboration with risk owners.
A description of the key risks monitored by this internal control system is outlined below.
The RMC met twice in 2024. Its main achievements are:
• The review of URW NV’s risk mapping;
• Periodic “deep dive” risk reviews agreed with the AC chairperson and presented at the AC/SB meetings;
• The review and follow-up of action plans;
• The approval of business decisions with risk exposures; and
• Presentation of the key risk inventory and risk rating grid for AC/SB approval.
4.1.3. URW NV RISK APPETITE
URW NV’s risk appetite is embedded within its overall strategy and risk management framework. In general, URW NV has a conservative approach
to managing risk. For each risk category – (i) Business Sector & Operational, (ii) Financial & Tax, (iii) Environmental and Social Responsibility,
(iv) Security, Health & Safety, and (v) Legal & Regulatory – we continuously assess the adequacy of and seek to improve mitigating measures. We
also monitor and identify new, emerging, evolving risks. In turn, we implement additional measures to control those risks as appropriate.
BUSINESS SECTOR AND OPERATIONAL RISKS
The ongoing retail market evolution is a significant challenge to URW NV. To become an industry leader in such a disruptive environment, URW
NV has devised a strategy that focuses on the concept of creating landmark destinations. Leasing and operations are partnering with the most
sought-after brands and operators to offer experiences that transcend traditional retail shopping malls. Because significant risks are inherent in
taking steps toward adaptation and innovation, URW NV has put special emphasis on due diligence and risk analysis in its decision-making process.
Other key components of the strategy are divestment of underperforming assets and leveraging data analytics. With respect to the divestment
activity, URW NV’s approach is disciplined and designed to maximise the value of the transactions to URW NV. Regarding data analystics and
related information technology services, URW NV’s approach is proactive and robust to comply with the regulations and limit the threat of data
breaches and other cyber-related incidents.
FINANCIAL AND TAX RISKS
As a REIT (real estate investment trust), URW NV is subject to a complex regime of prescriptive and challenging tax rules. To maximise compliance
and minimise adverse financial and tax results, URW NV has a very conservative fiscal policy. This is also consistent with the capital-intensive
nature of the business and the importance of maintaining a good financial credit rating for access to funds at competitive interst rates.
SUSTAINABILITY RISKS
56
Considering the size of its tangible assets portfolio, the URW Group places sustainability risks at the heart of its strategy with an integrated
commitment to make sustainability a core part of the URW Group business. The URW Group has developed a global sustainability strategy based
on environmental best practices, social fairness and transparent governance. The “Better Places” roadmap aims to address the main challenges
faced by the URW Group with its operational activities in all geographies. The environmental transition presents a significant opportunity for the
URW Group to create financial and social value.
Please note: As sustainability is embedded in the URW Group’s core business, other sustainability risks cut through the majority of the URW
Group risks and are mentioned throughout this chapter.
For information on the related sustainability policies, please refer to section 3.2 Sustainability Statement in the URW Group 2024 Sustainability
Report.
56
Previous terminology was Climate Change & Societal, now both covered under “Sustainability”.
115
SECURITY AND HEALTH & SAFETY
With hundreds of millions of customers visiting URW NV’s centres annually, URW NV is keenly aware of the importance in providing a safe and
healthy shopping environment. URW NV is also keenly aware of the threat of terrorist events. URW NV dedicates significant resources to both
health & safety and security. However, even with the most strenuous loss prevention and crisis management programmes, the risk of loss from
these exposures will always be present. To protect URW NV from the potential negative financial impact associated with a significant terrorism
or life safety event a public liability insurance programme has been taken out in amounts sufficient to cover its exposure to this risk.
LEGAL AND REGULATORY
URW NV has a “zero tolerance” policy towards any bribery or corruption and requires full compliance with all applicable regulations and laws in
the jurisdictions in which it operates. Significant efforts are devoted to develop procedures for reporting, ongoing training, and compliance
programs to minimise any exposure associated with this risk.
4.1.4. INTERNAL CONTROL SYSTEM
The Group’s internal control system covers all of the Group’s activities and geographies. It is based on a set of principles that aims to provide
reasonable assurance that the following internal control objectives are met:
• Transactions are executed effectively and optimised;
• Protection of the Group’s assets;
• Financial information is reliable; and
• All operations comply with prevailing legislation, external regulations and URW NV’s internal rules.
The Group’s internal control system is in line with the general principles of the Internal Control System reference framework by the AMF (Autorité
des Marchés Financiers: the French financial market authority)
57
and is based on:
• A set of standardised procedures;
• Accountability of managers in charge of the business, finance and control;
• A committee-based, decision-making process for acquisitions, disposals, refurbishment/construction projects, and leasing; and
• Segregation of duties between execution and control.
The URW Group’s control environment detailed in the URW Compliance Book for Governance, Organisation & Corporate Rules describes:
• The URW Group organisation structure: a matrix organisation with a double reporting line at corporate and regional levels;
• Governance for URW NV and its subsidiaries;
• A framework of core processes and internal rules covering investment and divestment, leasing activities and support functions,
notably finance and human resources;
• A Code of Ethics, covering the URW Group’s core values and principles, with particular emphasis on ethical behaviour, prohibition
of corruption, conflicts of interests, confidentiality and transactions involving on URW Group Stapled Shares; and
• An Anti-Corruption Programme (“ACP”) that includes, among other things, risk mapping, which is regularly reviewed and a due
diligence process covering all business partners before entering into business relationships.
In addition to the URW Group Compliance Book, the Group’s control environment comprises:
• Job descriptions and an appraisal assessment system based on performance targets;
• A set of delegation of authority, responsibility and limits that span all the Group’s activities;
• General and specific procedures applicable at corporate level and in the different regions where the Group is present; and
• Less formal instructions and recommendations that nevertheless form an integral part of the internal control system.
The URW Group Internal Audit Department, composed of 6 colleagues located in France and in the United States, assesses the internal control
system by conducting regular audits of all of the business units in line with the annual audit plan approved by the MB and the SB. In addition,
the URW Group CEO or the AC Chairperson can also ask the URW Group Internal Audit Department to carry out “flash” assignments to provide a
rapid response for urgent (potential) issues and/or the treatment of new risks or problems. Final audit reports are addressed to the MB and to
each department that has been involved in the audit. A summary of audit findings is provided to the AC on a quarterly basis.
The URW Group’s Internal Audit Charter sets out the different missions of the audit function. To ensure it remains genuinely independent, the
URW Group Internal Audit Department reports to the URW Group CEO and to the Chair of the AC.
A description of the main risks monitored by this internal control system are set out hereafter.
4.2. MAIN RISK FACTORS
In accordance with European Regulation No. 2017/1129 of June 14, 2017, on the prospectus to be published in the event of a public offering of
securities or with a view to the admission of securities to trading on a regulated market, risk factors presented, hereafter, are limited to specific
risks of the Group and remaining significant after application of the risk management measures.
Nevertheless, the risk factors discussed in this section are not exhaustive and there may be other risks, either potential unidentified or emerging/
developing identified risks, or risks not specific enough to the Group and/or of which the occurrence is not considered likely to have a material
adverse effect on URW, its operations, financial position and/or results, share price or guidance/outlook as at the date of filing of the Universal
Registration Document. In addition, given the geographical scope of URW activities, the potential impact of a same type of risk may differ from
one country to another.
The URW NV risk mapping is reviewed and updated, if necessary, on a recurring basis under the supervision of the URW GRC. The URW NV risk
mapping is discussed by the AC and the SB.
57
The AMF is also a reference for URW Group.
116
Given the ongoing geopolitical and macro-economic conditions, and the potential threat of trade wars and custom barriers, sovereign debt
concern and potential recession, URW NV continues to monitor and anticipate the evolving impacts to the business, particularly concerning
interest rates, inflation, supply chain issues, regulatory and tax changes as well as growing social and political instability in some countries where
the URW Group operates and their effects on consumption, financing, capital markets and investor appetite.
The Group’s risk mapping and assessment process continually factors in potential changes linked to geopolitical and macro-economic conditions
which could have a significant effect on the Group’s business operations, its budgetary and earnings forecasts, as well as on its stated strategy.
4.2.1. RATINGS OF THE MAIN SPECIFIC RISK FACTORS
The risk inventory for URW NV is composed of 11 risks, which are organised into 5 general categories. They risks presented below are rated within each
category in descending order of impact (first ones being the most impactful) and likelihood.
This rating is based on:
(i) The potential net impact corresponding to the potential (financial/legal/reputational) impact after risk management measures have been
put in place (net impact); and
(ii) The potential net likelihood of the risk event, after risk management measures have been put in place (net likelihood).
This rating, and specifically the likelihood, is the result of URW NV’s management assessment performed through the ERM framework described
in section 4.1.2 Overview of URW NV Risk Committee’s responsibilities and depends on the subjective assessments of management.
The risk rating criteria for net impact and net likelihood is regularly reviewed by the RMC and presented to the AC and SB in line with the Group’s
evolving risk appetite.
Rating
Net impact
High net impact Medium net impact Low net impact
Net likelihood
Likely Possible Unlikely
Risk Factors categories Risk Factors
Rating after
risk management measures
Section
Net impact
Net Likelihood
Category #1: Business sector and
o
perational risks
Change in retail environment
4.2.2.1.A
Mergers & acquisitions, investment and divestment
4.2.2.1.B
Refurbishment and construction
4.2.2.1.C
Information technology systems and data: continuity
and integrity
4.2.2.1.D
Category #2: Financial and tax risks
Access to capital and financial market disruption
4.2.2.2.A
Real Estate Investment Trust (“REIT”) Status and
tax compliance
4.2.2.2.B
Category #3: Environmental and
social responsibility risks
Recruitment, retention and succession
4.2.2.3.A
Sustainability risks
4.2.2.3.B
Category #4: Security, health and
safety risks
Terrorism and major security incident
4.2.2.4.A
Health and safety
4.2.2.4.B
Category #5: Legal and regulatory
risks
Regulatory, compliance and fraud
4.2.2.5.A
4.2.2. DETAILED MAIN RISK FACTORS
4.2.2.1. CATEGORY #1: BUSINESS SECTOR AND OPERATIONAL RISKS
A. Change in Retail Environment
As an operator of commercial assets, any mid- to long-term deterioration in economic conditions with implications for the leasing market and/or
investments may have a significant impact on the level of the Group’s activities, the value of its assets, its results, and its investment and
development strategy. The risk of non-alignment of assets with consumer preferences, their catchment areas and retailer business models may
affect the Group’s ability to achieve the level of rental income and other lines of income with negative impact on the operational performance
and asset valuations.
117
As of December 31, 2024, URW NV’s portfolio of 15 Shopping Centres in the US, including 11 Flagships, was valued at €9,517 Mn (2023: €9,026
Mn)
58
. Considering its real estate profile and exposure, the Group’s results of operations and/or its core business strategy could be adversely
affected by its inability to continue to lease space in its assets on economically favourable terms, to adapt its offer and customer experience to
new trends and expectations, or to develop and implement new business models, or by tenant default.
The pandemic effect has accelerated many retail sector evolutionary trends over the last 3-4 years, particularly the continued rise in e-
commerce. Despite this growth, e-commerce has not translated into the demise of brick-and-mortar retail. This shift has accelerated the need
for ‘destination’ malls evolving into hybrid and multi-purpose spaces, offering retail, food, leisure, events etc. with innovative strategies and
digital transition towards technologies that make physical shopping more engaging and enjoyable. Not responding to such changes in consumer
trends can have a negative impact on footfall, sales and leasing activity.
The acceleration of sustainable consumption and energy sobriety are key drivers of global consumption and has led to increased consumer
expectations. This presents both challenges and opportunities for the Group’s operations and offerings. Failure of the Group and its tenants to
appropriately and effectively adapt their strategies and initiatives could have a negative reputational impact with the potential to affect sales
and profitability.
The value of the Group’s real estate assets (calculated using the fair value method) is sensitive to variations in the appraisers’ principal
assumptions (yield, rental value, occupancy rates) and is, therefore, subject to material variations that may impact the Group. The rental income
of some Group assets may depend on flagship stores/department stores and could suffer a material adverse impact if 1 or more of these tenants
were to terminate their leases, fall into an bankruptcy or equivalent scheme, triggering financial impacts, or fail to renew their leases, and/or
consider their locations to lack attractiveness; and/or in the event of consolidation between these retail sector companies.
In an ever more complex economic environment, the Group’s ability to achieve leasing targets at the expected level of rent, and then collect
rents depends on the solvency of its tenants. Financial pressures and rising occupancy costs can limit tenant investments crucial for enhancing
their offer, evolving with customer trends and remaining competitive which otherwise can lead to a rise in “tenants at risk” and bankruptcies
and impact vacancy rates.
Main risk factors
Main risk management measures
• Continued evolution of the retail sector due to competition
from online retail as well as demographic and cultural changes.
Anchor department stores and many fashion retailers may
change their brick-and-
mortar strategies, including store
closures;
• Inability to adapt to quickly changing shopper and retailer
preferences, office and convention exhibition patterns and
preferences, could impact achieving leasing and revenue
targets;
• URW’s current strategy may fail to meet changing retail and real
estate market conditions;
• Improper management of rent relief, store closings, and tenant
• allowances;
• Tenant financial insolvency/default and store closings; and
• Failure to achieve synergies in terms of leasing and commercial
partnerships targets; and
•
Failure to deliver sustainability targets and meet
tenant/customer expectations.
• Robust business model focusing on “destination” malls (retail, food, leisure, events,
entertainment, etc.) in major markets.
• Diverse retail portfolio of international, national and local tenants. Only 12% of the
URW Group’s rental income comes from the top 10 tenants of the URW Group.
• Annual research performed in each geography (Europe and the US) to understand
and anticipate shifts in retail, demographic and cultural changes;
• Customer-centric approach,
including enhanced digital strategy, resizing of
outstanding assets to adapt retail surfaces and implementation of mixed-use and
densification;
• Merchandising and positioning assessments for each flagship asset to future proof
the strategy of the asset and adapt the retail mix to new needs;
• Expansion of leasing into new types of tenants, including more Food & Beverage,
Entertainment, Health & Wellness and Luxury, as well as Digital native vertical
brands;
• Dedicated refurbishment plan, including event spaces, digital infrastructure and
modular tenant spaces (white boxes for pop-ups);
• Loyalty programmes and events in malls to enhance the customer shopping
experience, secure URW’s share of wallet and improve customer profiles and
journeys in the mall;
• Disposal of non-core or non-competitive assets in accordance with the divestment
programme;
• Brand platform and clear branding guidelines;
• Globalisation of the marketing strategy to optimise and leverage the Westfield
brand with marketing management at shopping centre level to facilitate the
adaptation;
• Integrated sustainability as a strong component of the Group’s core business to
support retailer initiatives and be part of the solution;
• Leasing targets (e.g. prices, deadlines and prospective tenants) are defined within
each region of the URW Group, in collaboration with a Group-level team, and
approved by the URW Group Executive Committee. Major leases in terms of value
and/or special terms and conditions must be internally approved in advance by
Operating Directors and regional Managing Directors and/or the COO US;
• Leasing and Finance team review deals to ensure adequacy with Group strategy and
strong internal control processes to approve allowances for tenants as well as levels
of rent;
• Local frameworks to monitor solvency of new tenants and regular checks of existing
tenant solvency;
• Financial guarantees as a prerequisite to the standard lease agreements (deposit,
guarantee, letters of credit);
• Robust debt collection agency to reduce cost of litigation;
• Constant review of the tenancy report (vacancies, tenants in distress, new deals,
and lease expiration schedule over next 3 years);
• Global leasing platform to develop the trans-continental sourcing/ roadmap
between Europe and US platforms;
• URW Group brand partnership strategy in place with new dedicated business unit
and new organisation/approach;
58
valuation incl. transfer taxes and the Westfield Trademark.
118
• The Commercial Partnerships team are involved in all negotiations with brands to
ensure deal opportunities are maximised;
• Implementation of the sustainability programme with a key workstream on
sustainable consumption; and
• Sustainable Retail Index scheme in place as part of the Better Places sustainability
roadmap, with strategy to expand to all eligible revenues by 2027.
B. Mergers & acquisitions, investment and divestment
Part of URW NV’s core business model is value creation through investment and divestment of assets. The profitability of these transactions
depends on the accuracy of initial financial assumptions, market conditions (including available financing and investors’ appetite), tax
environment, quality and attractiveness of assets, and legal and regulatory considerations.
Despite the challenging environment in recent years, the quality of the Group’s portfolio has enabled a significant volume of successful
transactions (URW Group €1.6 Bn divested since January, 2024
59
). However, the URW Group remains cautious of the ever-evolving macro-
economic landscape. Even with easing inflation and decreasing interest rates, the current geopolitical climate could affect investor appetite and
capital markets, potentially hindering the URW Group’s ability to deliver its deleveraging ambition. Achieving satisfactory pricing terms is
necessary to prevent a potential negative impact on asset valuations, which could put pressure on the Group’s financial covenants and credit
ratings. For indicative sensitivity regarding the evolution of URW’s shopping centre asset values, please refer to Chapter 3.
The execution of the Group’s investment/divestment strategy may be subject to the satisfaction or waiver of JV partners approval and obtaining
merger control approval. There is no certainty that these conditions will be satisfied or waived in the necessary timeframe and therefore disposal
may be delayed or not complete.
Main risk factors
Main risk management measures
• Misalignment with URW Group strategy and incorrect underwriting (asset
valuation and forecast);
• Information leakage and market rumours; and
• Failure to execute targets in line with market communication.
• Group decision-making process closely involves the MB and SB for major
projects based on internal rules and corporate charters;
• Project teams closely involved in the transactions in order to determine
whether the transaction is worth investigating and pursuing. Legal,
financial, technical and commercial reviews of these transactions are
always presented to an Investment Committee for approval before any
binding commitment;
• Due diligence carried out with the assistance of external advisors;
•
Financing strategy in place to mitigate the level of pressure on
deleveraging and preserve access to refinancing market; and
• Recurring strategic review between MB and SB to ensure full alignment
on Group strategy.
C. Refurbishment
As owner and operator of shopping centre and other real estate assets, with a focus on continued differentiation and innovation, URW NV has a
pipeline of expansion, improvement, and refurbishment projects, focusing on mixed-use and densification. While it represents a huge opportunity
to capture or protect market share in the industry, it also implies significant cost and potential risk of failing to deliver in accordance with the
business plan with resulting adverse impact on the business.
There are risks inherent in obtaining timely external authorisations (such as building permits and inspections), securing adequate funding (through
joint venture partners or other), managing the budget, and navigating through potential shortage of labour and materials. Such risks may result
in delay, postponement, cancellation of projects, or exceeding their accounted budgets, which could lead to subsequent loss of rental income.
In addition, with the URW Group’s sustainability ambitions core to the business, there is heavy focus on regeneration of centres, refitting,
recycling, biodiversity etc. and delivering the targets set in the ‘Better Places’ Sustainability Roadmap announced by the URW Group in October
2023. The project teams are well-positioned to anticipate and manage the evolving sustainability risks relating to new building regulations,
environmental regulations, investor/occupier expectations, and green financing.
URW NV continues to manage these risks with major potential impacts on project delivery.
59
Contribution to the proportionate net debt reduction of disposals completed or secured.
119
Main risk factors
Main risk management measures
• Non-compliance with internal development strategy, investment
decision and development process;
• Failure to obtain definitive administrative authorizations or other
required stakeholder authorizations (including joint-venture partners);
• Inability to attract essential tenants or underperforming the leasing
assumptions;
• Inability to handle complexity / ensure effective project management
• Failure to meet targets in terms of cost, timescales and quality;
• Failure to set or achieve ESG targets; and
• Inability to retain human resource requirements at the right level and
key talents across the pipeline.
• Any investment decision for a refurbishing project is submitted for
authorization by MB members according to Group’s decision-making
process detailed in the Compliance Book;
• The investment committee assesses the project relevancy towards (i) the
g
roup strategy in terms of purpose and capital allocation and (ii) the local
market;
• The Group’s project approval process is split into 2 parts – 1 on product,
m
arket and commercial underwriting (development, financial risks a
nd
assumptions) and 1 dedicated to project definition, maturity and
construction strategy (design, risks and complexity, purchasing strategy
etc.);
• Project ‘post-
mortem’ process to implement key actions based on
suggested learning from previous projects to optimise the delivery process
and prevent future TIC overruns;
• Development risk assessment, monitoring/reporting and tracking tools
implemented to ensure full transparency of project /performance
management, with risk contingencies included in the TIC and adjusted
accordingly;
• Third party (legal consultants) analysis of the compliance of the requested
authorization with urban rules and other enforceable regulations are carried
out before filing;
• Projects are focused on regions where URW has local teams which work
closely with local authorities;
• Joint-venture partner strategy / framework agreed at pre-development
stage;
•
Partnering with local players to benefit from their experience and
relationship with local authorities;
• Project specific pre-leasing targets agreed before the launch of the works,
and in particular for anchor tenants to de-risk income;
• Development project leasing process is monitored through agreed Gro
up
m
ilestones for the leasing action plan and marketing strategy;
•
During the construction phase, KPI’s are set to cover (i) potential
contingencies and (ii) potential change orders that could be decided or
required to meet tenant requirement during the construction;
• Procurement strategies are adapted to the specific requirements of the
operation and are based on approved design and specifications to limit the
risk of future variations;
• Change order processes are defined and are consistent in terms of timing
and costs within construction company contracts, design team contracts,
tenant forward leases and forward sales;
• Sustainability built into development, design and construction processes
and mapping;
• B
etter Places sustainability roadmap targets set. See scorecard in section 3.1
Better Places roadmap;
• Project team right-sizing and experience is assessed in the approvals process
taking into account all relevant resourcing factors such as the project
complexity and the procurement strategy of the development project.
Project team has sufficiently staffed cost controlling, change orders and
claim management teams (with an appropriate strategy and legal coverage
for all); and
• Independent project reviews by internal / external advisers.
120
D. Information technology systems and data : continuity and integrity
To support URW NV’s business and digital objectives, the Group IT department partners with all business units to provide and maintain the
technology needed to meet business needs. Overall, the Group IT department provides more than 100 applications and supports more than 400
users (including contractors) in the Netherlands and in the US. As with any organisation, URW NV’s IT is faced with risk exposures that may be
caused by external (natural disasters, accidents, service provider default, network blackout, cyber threat) or internal (human error, insider
threat) origins.
Regarding cyber threat, as a market trend, the risk is continuously increasing, which may result in an increase of URW’s exposure to risks such
as leakage of the Group’s confidential data, leakage of personal data, cybersecurity incidents (phishing, fraud) and ransomware attacks.
In
the event of such risk occurring within URW, these would lead to a partial or complete unavailability leading to process and activities
disorganisation, and/or regulatory impacts (market regulations, personal data protection). However, a major cyber event should not impact the
operation of shopping centres that will remain open, nor the Net Rental Income, and consequently may not have a material impact on the Group.
Main risk factors
Main risk management measures
• Cyber risk;
• Unavailability of critical IT systems; and
• Incapacity to guarantee the integrity of data and reports generated by IT
systems.
• Strong governance involving IT, risk management, legal, internal audit,
business stakeholders and management to review IT activities and
i
nvestment, including a dedicated committee to also monitor cyber risks
on daily operations;
• Cybersecurity strategy and technology designed and rolled out to prevent
cyber-risks, detect security incidents, and respond quickly to remediate
cybersecurity incidents;
• Integration of cybersecurity aspects in all IT projects and contractual
commitments with IT vendors;
• Regular IT audits to test our protective and detective measures;
• A URW Group Cyber Crisis framework is in place, with specific response
procedures in case of a major IT security event/crisis, which are tested on
a regular basis, and are linked to the General Data Protection Regulation
(“GDPR”)/ California Consumer Priva
cy Act (“CCPA”) Data Breach
notification process;
• A business impact assessment is in place to assess URW Group processes
criticality in the event of a major cyber-attack, as well as the alternative
operating plans if IT systems are not available; and
• Implementation of an IT Disaster Recovery Plan, and a specific cyber
resilience plan for managing a major cyber crisis, both in terms of IT
investigations and IT recovery.
4.2.2.2. CATEGORY #2: FINANCIAL AND TAX RISKS
A. Access to capital and financial market disruption
URW NV is part of the URW Group and as such covered by Group cross-guarantees. As a REIT with significant financial indebtedness (as of
December 31 2024, €25,336 Mn at URW Group level)
60
URW faces recurring needs for (re)financing for its corporate purpose, including funding
for the refurbishment pipeline and construction activities, large-scale capital improvement and maintenance projects for standing assets, and
other potential operational financing needs.
As such, URW is exposed to risks related to fund availability, credit market volatility, interest rates and foreign exchange fluctuations, and
counterparty risk. These factors could restrict access to necessary funding and adversely affect the URW Group’s operations and financial results.
Recent easing of inflation and interest rates, in particular in Europe, has slightly improved investor sentiment and reduced funding costs,
alleviating some pressure on URW Group’s access to capital. However, the URW Group’s financial ratios evolution and in particular the impact
of asset disposals and valuation changes on URW Group’s credit rating must be monitored closely, as a downgrade could negatively inlfuence
access to funding and cost of debt.
In addition, debt investors and lenders are increasingly prioritising green and sustainability-linked funding instruments. URW Group updated its
green financing framework in 2022 and must proactively monitor and adapt to evolving taxonomy requirements and ESG rating criteria,
recognising these as emerging risks that may affect its access to liquidity.
F
or further information on the Group’s liquidity position, financial ratios and interest exposure, please refer to Chapter 3.
Main risk factors
Main risk management measures
• Rising cost of funding due to increase in spreads, change of rating, appeal
of the company/its sector for investors (debt and equity) or lenders,
dramatic increase in interest rates, adverse currency movements, or
capital markets’ disruption and volatility.
N
otably, the Group is exposed to:
• Interest rate risks:
- May have a significant impact on financial expenses; and
- Although the Group’s exposure to variable rates is hedged through
derivatives, these hedges could be insufficient.
• The URW Group Asset & Liability Management (“ALM”) Committee
discuss regularly on an ad-hoc basis. It receives regular information on
significant changes in the financial environment;
•
The ALM Committee defines the URW Group Treasury Policy
implemented by the URW Group’s Treasury Department. The ALM
Committee manages and monitors interest rate risk and foreign exchange
risk, making proposals to the Management Boards for execution;
• Internal policies and procedures maintain a conservative approach to
investments and mitigates the risk by not allowing for speculative
positions to be put in place;
60
On an IFRS basis.
121
• The FX risk between the Euro and other currencies impact:
- The value of operational and financial expenses, and thus overall
asset value, when translated into euros;
- The results and/or the statement of financial position of the Group;
and
- The Group’s ability to meet its commitments in respect of those
securities and, more generally, its commitments with respect to
debt.
In addition:
• To hedge part of this risk, the Group uses derivatives and debt in foreign
currency. Such instruments may not hedge the underlying assets or
activities perfectly, and as a result changes in the FX rate and/or interest
rates may have an impact on the cash flows, the results and/or the
financial position.
• The use of financing instruments on international markets exposes the
Group to extraterritorial regulations which may have a significant adverse
effect on the Group’s overall financial results.
• The URW Group Treasury department regularly provides a
comprehensive report on the URW Group’s interest rates, position,
exposure to foreign currency, liquidity projections, compliance with bank
loans and facilities covenants, availability under the URW Group’s
committed credit lines. It also proposes (re)financing or hedging
operations (if applicable), and details of any (re)financing operations or
transactions (hedging operations, share buy-backs, etc.);
• The URW Group has an interest rate macro-hedging policy (through the
use of derivatives) aiming to limit the impact of interest rate fluctuations
on the cost of debt over the next years, in view of its current disposal and
investment plans, its existing hedging programme and debt as well as the
debt the URW Group expects to raise in the coming years;
• The Group exposure to FX rate fluctuation is partly 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;
and
• Robust internal procedure ensuring the segregation of duties between
execution of market trading and control functions of such transactions.
• Limited access to funds, in case of unfavourable capital markets or URW
credit deterioration
The Group’s strategy relies on its ability to secure financial resources
through debt (bank loans, bonds, credit lines, commercial paper) or equity
capital to meet operational and investment needs. Several factors could
hinder this ability, including:
- Disruptions in debt or equity markets;
- Reduced bank lending capacities;
- Changes in the real estate market or investor interest in property
companies;
- Downgrades in URW’s credit rating;
- Deterioration in URW’s financial results;
- Decreases in EBITDA and operating cash flows;
- Increase of URW leverage, in particular in case of increasing debt
and/or declines in the asset valuations;
- Failure to comply with any of the Group’s financial covenants,
resulting in an event of default and consequently potentially
triggering a cross default; and
- Changes in ownership structure.
• In line with the Group Treasury Policy, close monitoring of the Group’s
liquidity, FX and hedging risks as well as its debt covenants.
• The Treasury department regularly provides the ALM committee with
comprehensive report on the Group’s liquidity projections, hedging
position, cash position & availability under the Group’s committed credit
lines, as well as key financial indicator;
• €13.9 Bn of liquidity
64
as at December 2024 including €8.6 Bn of undrawn
credit facilities and €5.3 Bn
64
of cash on hand;
• 2 solicited ratings in place as at December 2024: Standard & Poor’s
(“S&P”) rating standing at BBB+ with stable outlook and Moody’s rating
standing at Baa2 with stable outlook;
• The Group maintains regular dialogue with these rating agencies with a
proactive monitoring of credit metrics;
• Strong and disciplined control of CAPEX spending in line with the Group’s
deleveraging plan announced in 2021;
• Active reduction of non-staff expense and deferring of non-essential
CAPEX; and
• Diversification of funding sources and counterparties.
• Reliability of counterparties or failure to monitor and manage
counterparty risk resulting in potential loss of its deposits or benefits from
hedges signed with counterparties.
• Credit monitoring of counterparties, regular dialogue and minimum
financial ratings thresholds as condition of continued transactions.
• Risks related to liquidity crisis, euro break-up, Eurozone or EU exit,
country default, or political instability
Those risks could also negatively affect:
• The Group’s operations and profitability;
• The solvency of the Group and of its counterparties;
• The value and liquidity of the securities issued by URW; and
• The Group’s ability to meet its commitments in respect of those securities
and, more generally, its commitments with respect to debt.
• Regular market monitoring and sensitivity analysis to assess liquidity,
rates and FX risks;
• €13.9 Bn of liquidity
61
as at December 2024 including €8.6 Bn of undrawn
credit facilities
62
and €5.3 Bn
64
of cash on hand; and
• Diversification of sources of funding/counterparties.
• Non-compliance of sustainability finance disclosure and taxonomy
requirements, and low ESG rating
• Green Financing Framework updated in November 2022 in line with
market standards as confirmed by a Second Party Opinion from ISS ESG;
• Establishment of a dedicated Green Financing Committee to ensure
framework alignment with the market;
• Continuous improvement of sustainability-
related disclosure and
presentations (ESG agencies and investors);
•
• Formalised Use of Proceeds for Green Bond allocation, and formalised
procedure for analysing, selecting and monitoring assets under the Green
Financing Framework;
• Regular back-testing of asset eligibility to Green Bond criteria; and
• Regular monitoring of green and sustainability-linked loans and credit
lines and Key Performance Indicators (“KPIs”) levels.
61
On an IFRS basis
62
Subject to covenants
122
B. REIT Status and tax compliance
As a REIT, URW NV enjoys the benefits of a lower tax burden. To retain its REIT status, URW NV must comply with the respective local requirements
of the tax regime, which differ per country. Due to the expanded tax structuring complexity, combined with the stapling principle in place
between URW SE and URW NV, the potential risk of noncompliance with the tax requirements is ever present. Disagreements with or challenges
or investigations from the governmental agencies or authorities in the applicable jurisdiction related to tax law interpretation could result in
severe consequences, ranging from additional tax penalties and fines to loss of a REIT status.
Unlike some European countries, in which the repeal of a REIT regime is a potential risk, the US views REITs favourably, and the focus is more
on whether the REIT is properly classifying its income. With URW NV’s increased exploration of revenue sources, there could be a heightened
risk of improper classification of income and invite challenges.
More generally, the high levels of debt that governments have incurred as a result of various public subsidy programmes in dealing with the
COVID-19 crisis has resulted in significant budgetary deficits. As governments look to recover from these fiscal challenges there is a risk of an
increase in taxes generally, thus also affecting URW NV.
Although REITs are generally required to distribute most of its income to shareholders, the absence of dividends this year would be in compliance
with the REIT rules based on the financial impact of the pandemic, from which most industries are still recovering, and URW Group’s commitment
to deleverage.
The Group also faces potential tax risks driven by a combination of regulatory changes (in particular on REIT status or other tax benefits) and
economic factors. Potential changes to tax schemes such as creating exceptional tax surcharges or taxes on the buy-back of shares, increased
obligations and other unforeseen and detrimental scenarios are an ongoing risk.
Main risk factors
Main risk management measures
• Loss of REIT status or other tax benefits due to external factors;
• Improper interpretation and/or application of tax law and REIT
requirements;
• Breakdown of URW processes to follow tax law and REIT requirements;
• Improper classification of income;
• Exceeding allowable non-qualifying income; and
• Failure on tax determination, reporting, tax remittance (other than
theoretical disagreement).
• Tax employees are experienced and in a process of continuous training
in order to increase awareness of potential errors;
• Risk assessment of the potential loss caused by changes in tax
regulation;
• The Group is a member of European Public Real Estate Association
(“EPRA”) (in the EU) and National Association of Real Estate Investment
Trusts (“NAREIT”) (in the US) industry groups, which promote modern
and predicable REIT regimes;
• Active legal teams (both internally and through external counsel review)
to monitor and anticipate potential changes in REIT regimes and/or
regulations as well as any changes to tax laws generally;
• Reviews of tax calculation accuracy through consistency tests and
checks both internally at the Group level and through external advisory
firms;
• Reviews of tax prerequisites/risks for deals to go to the
Investment/Divestment Committee with a formal sign-off process
detailed in the Compliance Book; and
• Tax employees are in continuous dialogue with, and provide training to,
local colleagues to monitor and review the characteristics of ongoing
operations and transactions to ensure that the REIT income thresholds
are adhered to.
4.2.2.3. CATEGORY #3: SUSTAINABILITY RISKS
A. Recruitment, retention and succession
Considering the very competitive talent market (including the very low unemployment rates in some local markets) as well as the need to retain
key people and knowledge, URW may face important risks related to recruitment, retention and succession of talents. High employee turnover
can lead to lower productivity and reduced morale, loss of Company knowledge, damaged brand reputation, increased recruitment costs and a
strain on the HR department.
Despite the competitive market conditions, there is a strong level of control on resignations and retentions of key talent. The Group is adapting
the level of resources to the reprioritisation of projects and processes simplification whilst leveraging as much as possible the natural turnover
and restructuring opportunities.
Main risk factors
Main risk management measures
• Failure to recruit appropriate talent to maintain strategic
capabilities;
• Failure to retain key employees; and
• Failure to set up and secure a formal succession plan.
• Develop and support URW’s “employer brand” with an increased presence
on social media;
• Implementation of a “Levelling” system to better support career evolution
and ensure fair compensation for every role;
• Enhanced long-term incentive programme to increase retention and
attractiveness;
• Maintaining its highly successful graduate programme;
• Monitoring continued attractiveness of compensation and benefits packages;
• Partnering with the best head-hunting firms to regularly map the best
external talent;
• Developing a strong co-optation programme;
• Engagement surveys to design and implement relevant action plans to make
URW a great place to work;
• Designing and implementing ambitious people-oriented policies on,
wellbeing, diversity and inclusion, and a sustainable work environment;
123
• Providing permanent learning and development opportunities (e.g.
international mobility, cross-functional mobility;
• URW Group Global talent review process in place including systematic 360°
feedback for all employees, using the same framework and same tools across
the URW Group; and
• Extensive URW Group Global Succession Planning in place, to identify
potential successors for all positions reporting to a MB member, all positions
reporting to the COO, all heads of key functions, and other selected key
positions.
B. Sustainability risks
As a developer and operator of retail assets, the URW Group has identified a broad range of sustainability risks and opportunities which are
related to many departments and activities within the business such as energy efficiency/transition, asset resilience to climate change, evolving
taxonomy and environmental regulations, supply chain due diligence, green financing and societal risks – all of which are integrated into URW
NV’s ERM framework.
In accordance with CSRD requirements, the URW Group has completed its double materiality assessment to ensure external as well as internal
impacts (from URW Group activities) are assessed. This exercise was conducted in parallel with the URW Group sustainability risk assessment
update which aims to align with the CSRD.
Sustainability risks are long-term risks, leading to direct or indirect impacts on the URW Group:
• Direct impacts: change in weather patterns impacting our assets, energy efficiency regulations being implemented in our countries
of operations, etc.; and
• Indirect impacts: cities requiring high level of environmental performance in our development projects, regulations impacting our
upstream supply chain and the cost of raw materials and energy (e.g. increased price of carbon emissions for energy producers and
large emitters such as cement manufacturers and steel manufacturers), financial institutions integrating ESG risks in their portfolio
management strategies, etc.
Managing these risks allows the URW Group to:
• Maintain its license to operate and comply with applicable regulations;
• Support its talent attraction and retention strategy;
• Support its financing policy (e.g. through sustainability-related financing instruments);
• Manage costs, and specifically utilities costs recharged to tenants; and
• Build its leadership and differentiation for visitors and tenants.
The nature of the risks (systemic, long-term risks) and the external environment emphasises the need for periodic reassessment. The sub-risks
covered are highly political topics, with a high-level agenda at the United Nations (United Nations Sustainable Development Goals, United Nations
Framework Convention on Climate Change, etc.), regional (European/US levels), state/national and city levels. Specifically on climate change
topics, scientific consensus has been built at international level on causes and consequences (notably via the Intergovernmental Panel on Climate
Change) but scientific research is constantly evolving on the physical consequences of observed climate change and their rhythm. In parallel,
these risks are progressively integrated by other market players (and specifically financial institutions and their integration in their risk
frameworks impacting asset allocation) and regulators (EU Taxonomy, EU Corporate Sustainability Reporting Directive (“CSRD”), local energy
efficiency and carbon regulations, etc.) constantly and progressively raising the expectation level on the URW Group.
For more details on natural disasters, please refer to Section 4.2.2.4, Subsection B and Section 4.3, Transferring Risk to Insurers. For the full
overview on risks and action plans please refer to the URW Group Sustainability report on https://www.urw-nv.com/en/investors/financial-
information.
4.2.2.4. CATEGORY #4: SECURITY, HEALTH AND SAFETY RISKS
A. Terrorism and major security Incidents
The core business of URW NV is based on assets open to the public with a significant footfall. As such, it is important that the Group maintain an
appropriate safety and security programme to welcome customers. Additionally, the “Westfield” brand has been rolled out in Europe, which
heightens the awareness of remaining vigilant in monitoring and mitigating as best as possible security and safety concerns on a global basis. The
global brand and the iconic status of some assets, as well as URW Group’s footprint in more exposed countries, increase the level of threats on
the Group’s assets.
Should a serious security, safety or terrorism event occur resulting in casualties or property damage, URW could experience a negative impact
of operations, financial results, and brand and reputation.
By their nature, and despite the measures put in place by the Group independently, and in close cooperation with law enforcement in all
countries, the URW Group property assets are potentially exposed to acts of terrorism and potential active shooter situations, which may have
serious consequences. In addition, the current geopolitical climate and cost of living crisis could give rise to local societal risks such as increased
violent crime, protests, riots, environmental activism or industrial action at URW assets, causing a potential reduction in footfall and impact on
operations.
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Main risk factors
Main risk management measures
• Failure to develop and implement a security programme that:
(i) Remains aware of terrorist threats or other major security concerns –
including active shooter; and
(ii) Mitigates the impact of a major security incident including terrorist
attack/active shooter event; and
• Failure to develop and implement an effective crisis management
framework.
• Dedicated organisation for security and crisis management;
• Security governance and guidelines (including refurbishment projects),
security policies and procedures implemented at all locations with
appropriate physical security measures and access control;
• Annual security action plan programme to identify action plans and
include OPEX and CAPEX requirements in the 5-year business plan;
• Internal “deep-dive” security audits of flagship assets;
• Shopping centres conduct terrorist attack/active shooter crisis response
exercises with external experts;
• Global incident notification/escalation process; and
• Crisis Management Policy and framework including annual crisis training
and exercise campaigns.
B. Health and safety (including pandemic and natural disasters)
As real estate owners, we have responsibility towards ensuring the safety and wellbeing of customers, retailers, vendors, and employees alike.
The Group has a significant footfall. This also includes maintaining proper building and equipment maintenance protocols to minimise the risk of
injury or illness, protect the environment, and mitigate the impact of unexpected events on the building and on business continuity.
Each country where URW NV operates has a specific set of health and safety laws, and regulations. Developing and implementing an effective
compliance framework, monitoring and complying with new or evolving Health, Safety and Environment (“HSE”) laws and regulations, and
ensuring compliance with the URW Group’s internal HSE policies is of critical importance in managing this risk.
. Extreme weather events such as storms, flash floods, heatwaves and forest fires, which are predicted to increase in frequency and intensity
over time, create health and safety and business continuity risks for URW’s assets. These assets can also be indirectly impacted by the “ripple
effect” of incidents occurring in catchment areas and close geographic proximity which can disrupt operations and reduce footfall due to
mandatory evacuations, imposed curfews, restricted access and poor air quality. The Group purchases some important capacities available on
the insurance market to cover these risks, but the Group still carries some risk exposure for significant events such as a major earthquake in
California that could exceed cover limits.
For more details on natural disasters, please refer to Section 4.3, Transferring Risk to Insurers.
Main risk factors
Main risk management measures
• Failure to implement effective strategies that seek to minimise, prevent,
and mitigate life safety incidents;
• Failure to implement processes that may mitigate and manage the impact
of any natural disaster (earthquake, flooding, climate change related
significant natural events, and uninsured risk);
• Injury or loss of life due to failure to comply with sanitary, health and
safety regulations; and
• Insufficient response to pandemic outbreak.
• Verification that contractors’ health and safety procedures are
appropriate and that their staff have the proper licenses, equipment and
training;
• Centre management conducts routine property tours and identifies
hazardous conditions and implements corrective actions;
• Maintenance and inspection conducted by third-party contractors of all
relevant equipment subject to regulation;
• Fire safety systems are routinely inspected as required by local fire
regulations; Corporate and Construction Health and Safety policies
incorporate regulations and are based on industry-
accepted best
practices in the absence of a specific governing regulation; and
• Global Pandemic response plan.
Natural disasters
63
• Periodic assessment of European and US assets most exposed to natural
disasters (coastal flooding, flash floods, heatwaves, storms and
earthquakes) to validate response plans;
• US assets are covered against:
o Earthquake with a limit of $400 Mn for California and $250 Mn for
Pacific Northwest in the annual aggregate (due to insurance market
limitations);
o Storm/hurricane with a limit of $1 Bn in the annual aggregate,
aggregate with a sub-limit of $135 Mn in the aggregate with respect
to convective storms; and
o Flood with a limit of $500 Mn in the aggregate, sub-limited to $100
Mn in the aggregate for high-risk flood zones.
• Emergency response plans for extreme weather events in place for all
operational assets;
• Periodic review on prevention/protection plans and risk mitigations for
the most exposed assets; and
•
Each centre in a natural catastrophe zone conducts emergency
preparedness drills each year.
63
For more information, please see Section 4.3 Transferring Risk to Insurers.
125
4.2.2.5. CATEGORY #5: LEGAL AND REGULATORY RISKS
A. Regulatory, compliance and fraud
URW NV URW operates in highly regulated and litigious countries. Moreover, operations are also required to comply with a myriad of laws and
regulations related to the URW Group activities in areas such as leasing, asset and property management, and construction, These laws and
regulations include, but are not limited to, personal data privacy, licensing and permits, health and safety, sustainability, anti-bribery and
corruption, money laundering, financial and securities markets. As such, the risk of failing to detect, anticipate, challenge, implement and
comply with applicable laws and regulation may result in legal/regulatory breach, regulatory investigation, negative reputational impact and/or
liabilities resulting in fines and penalties, damages, the loss of licences, and/or any potential legal action, including class actions.
Main risk factors
Main risk management measures
• Non-compliance with laws and regulations at governmental, federal,
state, province, local country or sector level;
• Failure to prevent and detect fraud against URW NV: the Group could be
exposed to attempted fraud (identity theft for example); and
• Embezzlement.
• Deployment of the URW Group’s Legal Policy, a set of internal procedures
and standard forms to state, province, local country or sector level,
secure contractual frame, reduce litigation exposure to protect Group
interests and ensure compliance with applicable regulations;
• Legal department organisation around (i) 2 geographical platforms
(Continental Europe and US), and (ii) a URW Group Legal Support
(corporate and security law, data and brand protection);
• Comprehensive legal training on complex or new regulations to raise
awareness and develop learning curve from pending litigation;
• External advisors and law firms provide constant updates on both
emerging legislation and recent case law on specific matters; and
• Group in-house lawyers are specialists in jurisdictions in which the Group
operates and set the network of external counsel and experts as required.
• Inability to detect and anticipate new regulations (including changes or
evolutions) with (potential) impact on retail sector and/or the Group.
• Legal watch and client alerts from law firms;
• Group workshops on URW Group/local mapping lead by legal and Public
Affairs departments;
• Definition of URW Group/local priorities, timelines and institutional
calendars to develop and coordinate strategy; and
• Interaction with other stakeholders, public authorities and professional
organisations.
• Failure to prevent or mitigate material negative impact of any regulatory
investigations and/or litigation: in the normal course of URW NV’s
business activities, the Group could be subject to legal, administrative,
arbitral and/or regulatory proceedings.
• Set out an escalation process;
• Internal alert process to inform the URW Group General Counsel,
recurring reporting on (potential) material litigations and escalation
process for litigation strategy;
• Claim management process for development projects;
•
Set of preventive internal programmes to comply with the main
applicable regulations and effectiveness review on a recurring basis; and
• “Dawn raid” policy for any unexpected on-site investigation.
• As a publicly traded global company, URW NV is required to comply with
various stock market/exchange regulations and requirements with
respect to full and proper disclosure and transparency to provide clear,
real and objective information.
• The Market Abuse Regulation related to insider trading is detailed in the
URW Insider Trading Rules procedure, setting out common principles
applying to the qualification of inside information, the disclosure of such
information, trading bans during pre-de
fined periods of time and
disclosure requirements for designated persons; and
• A URW Group Disclosure Committee is responsible for qualifying inside
information, if any.
• In the course of its activities, URW NV collects and processes diverse
personal data from customers, employees, business partners and service
providers. Failure to protect this personal data could result in fines and
penalties, as well as negatively impacting URW NV’s reputation.
• The Group has developed and updated a robust and effective Data
Privacy Protection programme to comply with GDPR (EU) and regulations
that are enacted in countries where the Group operates, in particular in
the US;
• Appointment of a URW Group Data Protection Officer and a network of
local Data Privacy Officers in some major countries or Local Data
Protection Correspondents where the URW Group is present who meet
every 2 months in a dedicated committee to share best market practices
and monitor group initiatives and projects;
• Organisational and technical processes: retention period policy, data
breach notification process, update of the employee privacy policy. IT
Security department included in the framework;
• URW Group-wide e-learning training on GDPR and CCPA for each
employee and specific trainings for business population (marketing, IT,
HR);
• Signature of data processing agreement with major IT contracts service
providers; and
• Processes and registers were implemented.
• Non-compliance with international/national anti-corruption and
influence peddling regulations:
- As a global company, URW NV must comply with the highest
standards and anti-corruption regulations, such as the French Sapin
II Law, the Foreign Corrupt Practices Act (“FCPA”) (US) or the UK
Bribery Act (“UKBA”) (UK);
• A rigorous “zero tolerance” principle based on an effective Anti-
Corruption Programme (“ACP”) applicable in all entities controlled by the
Group(1) (based on the 8 pillars of the French Sapin II Law. In addition,
the ACP incorporates provisions of internat
ional conventions and
national laws and regulations applicable to the Group’s business
activities;
126
- Non-compliance with international/national anti-money
laundering laws; and
- Failure to comply with anti-corruption, influence peddling, anti-
money laundering risk may lead to: material reputational damages;
financial, administrative or disciplinary sanctions; and may have a
negative impact on investors’ trust.
• An alert system (whistleblowing) supported by an external anonymous
and confidential reporting channel is in place and available for employees
and contractors;
• Interactions with business partners are subject to pre-approval of the
URW Group “Know Your Partner” procedure to evaluate third parties’
exposure to the corruption, sanctions and influence peddling risks;
• Local Compliance Correspondents support the coordination of the ACP
and manage processes and procedures in each region;
• Dedicated classroom training for most exposed departments and an e-
learning module mandatory for all URW NV staff describing the general
principles related to business ethics and the prevention of corruption,
bribery and influence peddling;
• The Group has implemented a secure payments procedure and has
formalised the rules for opening, changing and closing bank accounts; and
• For fraud attempts, the Group Compliance Officer systematically shares
the information via email with all concerned employees, including a
reminder of preventive procedures.
4.3. TRANSFERRING RISK TO INSURERS
The Group is covered by insurance programmes, which are underwritten by leading insurance companies located in various markets (in Europe
and the US notably).
These programmes are actively monitored by the URW Group Insurance department in liaison with local teams and insurance brokers.
Under the property damage and terrorism programmes, the Group’s property assets are for most of them insured, for their reconstruction value
as well as for business interruptions and loss of rent subject to limitations of coverage with respect to natural catastrophe risks due to limited
insurance market capacities (for more details, refer to the table below). All assets are regularly assessed by internal or external property
insurance valuers.
In accordance with insurance market practices, property damage insurance programme requires material damages to trigger a coverage of
financial loss or business interruption.
Assets located in the US and The Netherlands are insured against terrorism under a dedicated programme that includes a limit per claim based
on the asset that has the highest insured value with respect to rebuilding cost and loss of rent.
The Group has also taken out general liability insurance policies that cover financial damages resulting from third-party claims.
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Type of insurance
Coverage and main limits based on 2024 insurance programme
Property damage, loss of
rent/business interruption
Coverage: “all risks” basis (subject to named exclusions) and terrorism.
Basis of compensation:
• Reconstruction costs for building, replacement cost for equipment;
•
Loss of rent or business interruption with a compensation period of between 12 and 60 months depending
on the asset.
Limits of compensation:
• The Netherlands:
o Earthquake: limit of €100 Mn in the annual aggregate;
o Flood: limit of €30 Mn (dike failure is excluded, which is market practice); and
o Terrorism: limit of €900 Mn
per occurrence covering material damages and loss of rent/business
interruption following a terrorist attack.
• United States: limit of $1Bn
per occurrence covering all material damages and loss of rent/business
interruption including terrorism events. The programme includes sub-limits notably for natural
catastrophe
risks:
o Earthquake: the overall programme sub-limit for earthquakes is $500 Mn per occurrence and
annual
aggregate subject to additional inner sub-limits of:
Sub-
limit of $400 Mn for California earthquakes: this limit applies to all locations in California.
A retention per location of 5% of total insured values would be applicable;
Sub-
limit of $250 Mn for Pacific Northwest earthquakes: this limit applies to SouthCenter in
Tukwila, Washington. A retention per location of 3% of total insured values would be
applicable;
o Windstorm/hurricane: limit of $1 Bn in the annual aggregate, with a sub-limit of $535
Mn in the
aggregate with respect to convective storms. A deductible of $50,000 per
occurrence would be
applicable, except in “high hazard zones” where the deductible is 5% of the insured values;
o
Wildfire: limit of $1 Bn in the annual aggregate. A deductible of $50,000 per occurrence would be
applicable; and
o Flood: sub-limit of $500 Mn in the aggregate sub-limited to $100 Mn in the aggregate for high-
hazard
flood zone. A $500,000 deductible per occurrence for properties in designated flood zones would be
applicable.
In the US in particular, the combination of the concentration of many assets in the same area with a
high
exposure to natural catastrophe risks and the limited capacity available from insurers to cover
these risks
exposes URW SE and its controlled subsidiaries to retain a significant share of these risks as uninsured.
General civil liability
Coverage: “all risks” basis (subject to named exclusions) for damage caused to third parties.
The programme includes sub-limits, for example, to cover liability claims following a terrorist attack.
General environmental liability
Coverage for damage caused to third parties by accidental pollution and for gradual pollution.
Main construction projects and renovation works on properties are covered by contractors’ All Risks policies for their total construction cost.
Defects affecting the works are covered by contractors’ warranties.
The 2024 premium for URW NV amounted to €28.03 Mn ($30.28 Mn
64
). Most of these premiums were invoiced to third parties (e.g., co-owners,
tenants).
URW NV did not incur any major uninsured losses in 2024.
At the end of 2024, the URW Group’s insurance programme was successfully renegotiated covering the Group portfolio with placement in the
European, UK and US insurance markets mainly with effect from January 1, 2025.
64
Only for Insurances directly managed by URW NV, excluding premiums reinvoiced from third parties.
128
INFORMATION ON THE
COMPANY, SHAREHOLDING
AND THE SHARE CAPITAL
129
5.1 INFORMATION ON THE COMPANY
5.1.1. GENERAL INFORMATION
Unibail-Rodamco-Westfield N.V. (“URW NV” or the “Company”) has its corporate seat (statutaire zetel) in Amsterdam, the Netherlands and its
registered address at Schiphol Boulevard 315, World Trade Center Schiphol - Tower F, 1118 BJ Schiphol (Haarlemmermeer), the Netherlands.
URW NV is registered with the Commercial Register of the Dutch Chamber of Commerce (handelsregister van de Kamer van Koophandel) under
number 70898618. The LEI code of the Company is 7245002R31EKBDW59H93 and its telephone number: (+31) 020-6582533.
I
ts financial year runs from January 1 to December 31.
Information about the Company is available on its website: www.urw-nv.com.
5.1.2. LEGAL FORM AND APPLICABLE LAW
On February 14, 2018, URW NV was incorporated as Unibail-Rodamco B.V., a private company with limited liability (besloten vennootschap met
beperkte aansprakelijkheid) under the laws of the Netherlands. On March 22, 2018, Unibail-Rodamco B.V. changed its legal name to WFD Unibail-
Rodamco N.V. and converted its legal form to a public limited liability company (naamloze vennootschap) pursuant to a notarial deed of
amendment and conversion in accordance with a resolution of its General Meeting adopted on March 15, 2018. On June 9, 2020, WFD Unibail-
Rodamco N.V. changed its name to Unibail-Rodamco-Westfield N.V. pursuant to a notarial deed of amendment in accordance with a resolution
of the General Meeting. The current laws and regulations of the Netherlands are applicable to the Company.
5.2. SHARE CAPITAL AND OTHER SECURITIES GRANTING ACCESS
TO THE SHARE CAPITAL
5.2.1. AUTHORISED SHARE CAPITAL – FORM OF SHARES
The authorised share capital of the Company amounts to €550 million and is divided into 660 million class A shares and 440 million class B shares,
with a nominal value of €0.50 each.
A
s at December 31, 2024, the Company’s share capital is €119,863,931 and divided into 142,629,547 class A shares and 97,098,315 class B shares
with a nominal value of €0.50 each, representing 59.50% and 40.50%, respectively, of the Company’s issued share capital.
In June 2018, the class A shares of the Company were individually stapled with the ordinary shares of URW SE, a public limited liability company
under the laws of France, with its registered office located in Paris and Companies Register under number 682 024 096, to form Stapled Shares.
T
he “URW Group” is composed of the Company, URW SE and all the controlled entities whose financial information is included in the consolidated
accounts of the Company and/or of URW SE.
A
s at December 31, 2024 the Stapled Shares are admitted to trading on Euronext Paris, under ISIN code FR0013326246 and trading symbol EPA:
URW (Euronext Paris). Any holder of Stapled Shares will have all the rights and be under all the obligations of both a shareholder of URW SE (with
respect to the URW SE shares that are part of his Stapled Shares) and a shareholder of URW NV (with respect to the class A shares that are part
of his Stapled Shares). Reference to 5.2.2.1 for CDI’s.
5.2.2. SECURITIES GRANTING ACCESS TO THE SHARE CAPITAL
Securities granting access to the capital of URW NV are described below.
5.2.2.1. CDIS (CHESS DEPOSITARY INTERESTS)
The term “CDI” designates Australian CHESS (Clearing House Electronic Subregister System) depositary interests that represent beneficial
ownership in Stapled Shares registered in the name of or on behalf of CDN (CHESS Depositary Nominees Pty Limited, a subsidiary of the Australian
Securities Exchange). CDIs are admitted for trading on the Australian regulated market ("ASX").
20
CDIs collectively represent a beneficial interest in one Stapled Share. CDN enables holders of CDIs to exercise
65
the voting rights attached to
the Stapled Shares. The CDI can be converted into Stapled Share at any time, and inversely.
A
s at December 31, 2024, 105,787,440 CDIs (corresponding to 5,289,372 Stapled Shares) were outstanding, representing 2.21% of share capital.
5.2.2.2. PERFORMANCE SHARES AND PERFORMANCE STOCK OPTIONS
The long-term remuneration plan of the Group combines two remuneration elements in Stapled Shares: the majority are granted as Performance
Shares (PS), while a small portion are Retention Shares (RS) and Performance Stock Options (SO). This is intended to strengthen the engagement
of beneficiaries in their contribution to the Group’s performance.
A
s at December 31, 2024, the number of potential Stapled Shares to be theoretically issued after taking into account cancellation (assuming the
required performance and presence conditions are attained and excluding any cancellations that may occur during the course of the plan)
represents 0.1% of URW NV's fully-diluted share capital with regard to the outstanding PS, 0.01% of URW NV's fully-diluted share capital with
regard to the RS and 0.24%
of the fully diluted share capital with regard to the SO.
65 Holders of CDIs can either (i) ask CDN to vote in a given way, or (ii) request that CDN grant the holder with the power to vote at the General Meeting.
130
5.2.3. OTHER SECURITIES GRANTING ACCESS TO THE SHARE CAPITAL
None.
5.2.4. CHANGES IN URW NV'S SHARE CAPITAL AS OF ITS INCORPORATION
Since the incorporation of URW NV, URW NV’s share capital has changed as follows:
Date
Movements in the share capital
Number of shares
issued
Number of shares
Total share capital
Premium resulting
from transaction
31/03/2020
Creation of PS (2015 tranche)
8,340
231,545,256
€115,772,628
€0
31/03/2019 Exercise of SO (2012 tranche) 8,713
231,553,969 €115,776,985 €72,549
30/04/2019 Creation of PS (2016 tranche) 18,432 231,572,401
€115,786,201 €0
2019
30/04/2019 Increased of share capital reserved
for URW SE employees
47,337 231,616,738
€115,809,869 €312,309
08/07/2019 Reimbursement of ORA 131 231,616,869
€115,809,935
€1,181
08/07/2019 Reimbursement of ORA 7,051 231,626,920
€115,813,460 €63,485
31/03/2020
Creation of PS (2017 tranche)
14,235
231,641,155
€115,820,578 €0
2020
04/06/2020
Creation of PS (2016 tranche)
10,395
231,651,550
€115,825,775
€0
04/06/2020
Increased of share capital reserved
for URW SE employees
69,150
231,720,700
€115,860,350 €154,690
2021
31/03/2021
Creation of PS (2017-2018 tranches)
23,990
231,746,876
€115,873,438
€0
24/06/2021
Creation of PS (LTI SI* tranche)
23,986
231,768,676
€115,884,338
€0
24/06/2021
Increased of share capital reserved
for URW SE employees
74,055
231,842,731
€115,921,366 €0
2022
29/04/2022
Creation of PS (LTI Plan 2018)
9,410
231,852,141
€115,926,071
€0
29/04/2022
Creation of PS (LTI Plan 2019)
50,092
231,902,233
€115,951,117
€0
29/04/2022
Increase of share capital reserved
for employees
105,741
232,007,974
€116,003,987
€0
25/05/2022
Creation of PS (LTI SI* Plan 2018)
7,429
232,015,403
€116,007,702
€0
2023
22/03/2023
Creation of PS (LTI Plan 2020)
143,311
232,158,714
€116,079,357
€0
22/03/2023
Creation of PS (LTI Plan 2021)
1,698
232,160,412
€116,080,206
€0
04/05/2023
Increase of share capital reserved
for employees
128,408
232,288,820
€116,144,410 €0
13/09/2023
Creation of PS (LTI SI* Plan
2022-2023)
886
232,289,706
€116,144,853 €0
2024
30/04/2024
Increase of share capital reserved
for employees
108,496
232.398.202
€116.199.101 €0
20/05/2024
Creation of PS (LTI Plan 2021)
166,510
232.564.712
€116.282.356
€0
31/05/2024
Exercise of SO (SO Plan 2021)
39,758
232.604.470
€116.302.235
€0
30/06/2024
Exercise of SO (SO Plan 2021)
7,949
232.612.419
€116.306.2090
€0
31/10/2024
Exercise of SO (SO Plan 2021)
7,324
232.619.743
€116.309.8710
€0
04/12/2024
Increase of share capital by issuance
of new shares
3,254,000
235.873.743
€117.936.872 €1,627,000
04/12/2024
Increase of share capital by issuance
of new B shares
3,850,000
239.723.743
€119.861.872 €0
31/12/2024
Exercise of SO (SO Plan 2021)
4,119
239.727.862
€119.863.931
€0
Note: increases in the share capital associated with the exercise of Performance Stock Options (SO), creation of Performance Shares (PS), cancellation of shares and reimbursements of bonds
redeemable in shares (Obligations Remboursables en Actions
, “ORA”) are stated by a statement of the URW SE Management Board.
* LTISI: Additional Performance Shares granted in 2018 related to the successful integration of Westfield.
5.3. SHARE BUY-BACK PROGRAMME AND SHARE ISSUANCES
5.3.1. AUTHORISATION TO BUY BACK SHARES
At the General Meeting held June 12, 2024, the MB has been authorised (for 18 months following the General Meeting) to resolve for the Company
to purchase and acquire, with the approval of the SB, on a stock exchange or otherwise, up to 10% of the class A shares in the Company's capital
in issue from time to time (separate or as part of Stapled Shares) and up to 100% of the class B shares in the Company's capital in issue from time
to time, in each case at a price per share between the nominal value of the share concerned and 110% of the average market price of the Stapled
Shares on Euronext Amsterdam (such average being calculated by reference to the closing prices on each of the five consecutive trading days
preceding the date the purchase or acquisition is agreed upon by the Company). Any shares in the Company's capital held by the Company on the
date of the General Meeting or that may be purchased and acquired by the Company during the period of 18 months following the General
Meeting shall be cancelled in one or more tranches, provided that the implementation of any such cancellation (whether or not in a tranche)
shall be subject to the determination by the Management Board of the exact number of shares to be cancelled (in the relevant tranche, as
relevant) and the exact timing thereof.
The MB is authorised to i) acquire one or more class A shares in the Company's capital (separate or as part of Stapled Shares) from URW SE, ii)
acquire one or more class A shares in the Company's capital from anyone other than URW SE (including by means of a share buy-back programme),
provided that such acquisition is made (a) pursuant to and in accordance with a joint share buy-back programme approved by or on behalf of
(the relevant corporate bodies of) the Company and URW SE or (b) jointly and in connection with (but not necessarily concurrently with) an
acquisition of ordinary shares in the capital of URW SE by URW SE; and/or iii) acquire one or more class B shares in the Company's capital from
URW SE, in each case (x) subject to the MB being authorised by the General Meeting to acquire such shares in the capital of the Company and
(y) with due observance of Dutch law, the Articles and the relevant limitations set out in the shareholders' authorisation as applicable from time
to time.
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5.3.2. REVIEW OF THE USE OF THE AUTHORISATION TO ACQUIRE SHARES AND INFORMATION ON
THE TRANSACTIONS CARRIED OUT DURING THE FINANCIAL YEAR ENDING DECEMBER 31,
2024
During the 2024 financial year, the Company did not acquire any shares in its capital.
The Company has not used any derivative products in respect of shares in its capital and has currently not entered into any market-making and/or
liquidity agreement in respect of shares in its capital.
5.3.3. AUTHORISATION TO ISSUE SHARES
Due to the Stapled Share Principle (as defined by the Articles) (the “Stapled Share Principle”), any issuance of the stapled shares induces an
issuance of URW SE shares and URW NV Class A shares. In order to be able to issue or to subscribe shares validly, the general meetings resolutions
of URW SE and URW NV should be aligned.
On June 12, 2024, the General Meeting renewed the authorization to the MB, for a period of 18 months following the General Meeting, to resolve,
subject to SB approval and the Stapled Share Principle, to issue, or to grant rights to subscribe for, Class A Shares in URW NV’s capital representing
up to 10% of the Company's issued share capital as at the date of the General Meeting.
On June 12, 2024, the General Meeting also renewed an additional authorisation to the MB, under the approval of the SB, for a period of 18
months following the General Meeting, to resolve, subject to SB approval and the Stapled Share Principle, to issue, or to grant rights to subscribe
for, Class A Shares in URW NV’s capital representing up to 3% of the Company's issued share capital as at the date of the General Meeting.
Moreover, on June 12, 2024, the General Meeting authorised the MB, under the approval of the SB, to enter into the Amended and Restated
Subscription Right Agreement.
5.3.4. AUTHORISATION FOR THE MANAGEMENT BOARD TO LIMIT OR EXCLUDE PRE-EMPTION
RIGHTS
At the General Meeting held June 12, 2024 the MB was authorised, for a period of 18 months following the General Meeting, to resolve, subject
to SB approval and the Stapled Share Principle, to limit or exclude pre-emption rights in relation to any issuance of Class A shares in URW NV’s
capital, or a grant of rights to subscribe for shares Class A shares in URW NV’s capital, under the authorisations granted to issue, or to grant
rights to subscribe for, Class A shares in URW NV’s capital representing up to 10% of the Company's issued share capital and under the authorisation
granted to issue, or to grant rights to subscribe for, Class A shares in URW NV’s capital representing up to 3% of the Company's issued share
capital. At the General Meeting held June 12, 2024 the MB was authorised to limit or exclude pre-emption rights in relation the entering into of
the Amended and Restated Subscription right Agreement. Refer to 5.4.4.
5.3.5. SITUATION AS AT DECEMBER 31, 2024
As at December 31, 2024, the URW NV shares held or cancelled by the Company is as follows:
% of URW NV shares held directly or indirectly by URW NV ("treasury shares") as at December 31, 2024
0%
Number of cancelled URW NV shares during the last 24 months
0
Number of treasury shares as at the December 31, 2024
0
5.4. INFORMATION ON THE SHAREHOLDING
5.4.1. OWNERSHIP OF CAPITAL AND VOTING RIGHTS
The Company’s share capital as at December 31, 2024, comprises 142,629,547 Class A shares and 97,089,315 Class B shares with a nominal value
of €0.50 each and is fully paid-up. The class A shares form part of Stapled Shares together with ordinary URW SE shares. All class B shares are
owned by URW SE; pursuant to the Articles, class B shares can only be held by (i) any entity of the URW Group or (ii) any other party, with the
approval of the MB and the SB.
One single voting right is attached to each URW NV share in accordance with the “one share, one vote” principle.
As at December 31, 2024, 59.50% of the Company's share capital was held by others than URW SE and MB Members.
132
The Company’s shareholding structure was as follows during the last three financial years:
Shareholder
Year-end 2022
Year-end 2023
Year-end 2024
Total number of
shares
% of share
capital
% of voting rights
Total number of
shares
% of share capital
% of voting rights
Total number of
shares
% of share capital
% of voting rights
Free float (class A)
118,479,905
51,07
51,07
118,752,737
51,12
5,07
120,956,631
50,46
50,46
URW SE (class B)
93,248,315
40.19
40.19
93,248,315
40.14
40.19
97,089,315
40,50
40,50
Companies controlled
by Mr Xavier Niel (Rock
Investment and NJJ
Holdings)
(1)
20,286,422 8.74 8.74 20,286,422 8.73 8.74 21,666,482 9,04 9,04
Executive officers
(2)
761
0
0
2,232
0
0
6434
0
0
Total
232,015,403
100
100
232,289,706
100
100
239,727,862
100
100
Figures may not add up due to rounding.
(1) Based on Mr. Niel’s statement.
(2) Executive officers comprise the MB Members. The numbers do not take into account any units in the URW SE Company Savings Plan held by the executive officers. As at December 31, 2024 the MB
consist of two members.
5.4.2. INFORMATION REGARDING OWNERSHIP THRESHOLD DISCLOSURES
S
ubstantial holding notifications made to the AFM can, once published, be viewed on the website of the Dutch Authority for the Financial Markets
(“AFM”) and threshold disclosures notified to URW SE as required under the Articles of Association are available at the registered office of URW
SE.
To
the best of the Company’s knowledge and based on the substantial holding notifications published on the website of the AFM and the threshold
crossings notified to URW SE, the following persons (other than URW SE) have, as at the filing date of this Annual Report, a notifiable interest in
URW NV's share capital.
T
he AFM register shows the following notifications of substantial share capital and/or voting rights above the 3% threshold: X. Niel: substantial
share capital of 16.20% and 16.20% of the voting rights (May 20, 2022), BlackRock, Inc.: substantial share capital of 3,91% and 4,45% of the voting
rights (June 12, 2024); Unibail-Rodamco-Westfield SE: substantial share capital of 40,27% and 40,27% of the voting rights (Class B Shares) (July
9, 2024).
5.4.3. SHAREHOLDERS’ AGREEMENT
To the best of the Company’s knowledge there is no shareholders’ agreement.
5.4.4. URW SE'S SHAREHOLDING IN URW NV
URW SE holds approximately 40% of URW NV's issued and outstanding share capital.
AMENDED AND RESTATED SUBSCRIPTION RIGHT AGREEMENT
T
he Amended and Restated Subscription Right Agreement grants URW SE the right to subscribe, in one or more tranches, on a continuous and
revolving basis for new URW NV Class B Shares, each time up to the lesser of (i) such maximum number of Class B Shares in respect of which the
exercise price payable in respect of such subscription may be satisfied by means of a conversion of the Class B Share Premium Reserve into such
Class B Shares (except if URW NV and URW SE agree on an alternative means of paying up the Class B Shares that would exceed such maximum
number) and (ii) the maximum number of Class B Shares that may be issued under the authorized share capital of the Company as included in
the Articles at the relevant time.
T
he subscription price for any Class B shares subscribed for by URW SE pursuant to the exercise of the Amended and Restated Subscription Right
Agreement shall not be less than (and, in certain situations, shall be equal to) the par value of such shares .
A
t the request of the holder, any Class B Shares held by URW SE or any of its subsidiaries shall be converted into URW NV class A shares of equal
nominal value in accordance with the Articles and subject to the nominal value of the to-be converted Class B Shares having been fully paid up.
U
RW SE may assign the Amended and Restated Subscription Right Agreement, with simultaneous assignment of the subscription right granted
pursuant thereto, to any wholly-owned URW SE subsidiary.
T
he Amended and Restated Subscription Right Agreement is entered into and the subscription right granted pursuant thereto is granted for an
indefinite period of time, but may be terminated at any time by URW SE.
On December 4, 2024, upon request of URW SE, pursuant to the Amended and Restated Subscription Right Agreement and an exercise by URW
SE of its subscription right thereunder, URW SE acquired 3,850,000 Class B Shares.
EQUITY PLAN SATISFACTION SUBSCRIPTION RIGHT
Pursuant to any equity incentive plan, stock option plan, equity saving plan, performance share plan or other plan, as applicable from time to
time, URW SE or any of its subsidiary may award Stapled Shares, or rights to acquire Stapled Shares (including rights to concurrently acquire URW
NV class A shares and URW SE ordinary shares thereby forming Stapled Shares), to (current or former) employees, officers and/or directors of
the URW Group. URW SE or the relevant URW SE subsidiary would need to be able to deliver, transfer or otherwise provide URW NV class A shares
(for as long as the Stapled Share Principle applies, as part of Stapled Shares) pursuant to awards made under such equity plans. In connection
therewith URW NV granted URW SE the "Equity Plan Satisfaction Subscription Right".
The Equity Plan Satisfaction Subscription Right allows URW SE to subscribe, in one or more tranches, on a continuous and revolving basis for new
URW NV class A shares, each time up to the lesser of (i) the number of URW NV class A shares that are required or reserved to satisfy any
obligations to issue, transfer, deliver or otherwise provide URW NV class A shares pursuant to awards made under any relevant equity plan, and
133
(ii) the maximum number of URW NV class A shares that may be issued under the authorised share capital of URW NV under its Articles at that
time.
Certain terms and conditions of the Equity Plan Satisfaction Subscription Right are set out in an Equity Plan Satisfaction Subscription Right
Agreement entered into between URW SE and URW NV on June 4, 2018.
The subscription price for any URW NV class A shares subscribed for by URW SE pursuant to the exercise of the Equity Plan Satisfaction Subscription
Right is equal to the par value of such shares or such higher price as provided for in the relevant equity plan (if any). At subscription, URW SE
shall pay the aggregate nominal value in full. At the request of URW SE, URW NV shall - subject to the approval of the SB and to the extent
permitted under applicable law - charge all or part of such payment obligation against URW NV's profits and/or reserves, in particular in respect
of those equity plans in which shares are provided to the participants without payment of any consideration.
URW SE may assign part of the Equity Plan Satisfaction Subscription Right to any URW SE subsidiary, provided that such URW SE subsidiary has
committed itself towards URW NV to be bound by the Equity Plan Satisfaction Subscription Right Agreement in respect of such assigned part.
Furthermore, URW SE may assign the Equity Plan Satisfaction Subscription Right in respect of such number of URW NV class A shares that are the
subject of an award under an equity plan to the relevant participant to whom such award is or has been made, under the conditions that an
exercise of such assigned Equity Plan Satisfaction Subscription Right by such participant may only be made in compliance with all terms and
conditions (including vesting conditions) of the relevant equity plan and award, and that an issue of URW NV class A shares to such participant
can only be made simultaneously with an issue or transfer of an equal number of URW SE ordinary shares to such participant and URW SE having
confirmed to URW NV that such simultaneous issue or transfer will occur.
The Equity Plan Satisfaction Subscription Right Agreement further provides that in situations in which URW SE or a URW SE subsidiary is making
an award to any employee, officer or director of the URW Group with respect to a number of URW SE ordinary shares under an equity plan of
URW SE or any URW SE subsidiary, URW SE may request that URW NV simultaneously grant a right to such employee, officer or director with
respect to an equal number of URW NV class A shares. URW NV shall in such cases - to the extent legally permissible - make such a grant, under
the condition that an issue of URW NV class A shares to such employee, officer or director can only be made simultaneously with an issue or
transfer of an equal number of URW SE ordinary shares to such employee, officer or director and URW SE having confirmed to URW NV that such
simultaneous issue or transfer will occur.
The Equity Plan Satisfaction Subscription Right Agreement is entered into and the Equity Plan Satisfaction Subscription Right is granted for an
indefinite period of time, but may be terminated at any time by URW SE and will terminate upon the Articles being amended such that there are
no longer Stapled Shares. Upon termination, the agreement and subscription right will survive to the extent necessary to settle existing
outstanding awards under any relevant equity plans.
5.5. ARTICLES OF ASSOCIATION OF THE COMPANY AND
CHARTERS OF THE CORPORATE BODIES
The main statutory provisions are given hereafter. Furthermore, the MB, SB, AC, the IC and the GNRC each have their own internal charters. The
Articles of Association (the “Articles”) and internal charters of these committees are available on the Company’s website or at its registered
office.
The Articles were last updated on July 9, 2024.
5.5.1. CORPORATE PURPOSE
(ARTICLE 3 OF THE ARTICLES OF ASSOCIATION)
The corporate purpose of the Company is in the Netherlands and abroad:
• 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 URW SE and other
affiliated bodies of the Company whose assets, on a consolidated basis, generally at least 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 incorporate, to participate in and to conduct management of bodies whose objects and actual activities, besides possibly
investing assets, are to develop real estate for the benefit of itself or certain bodies;
• 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.
134
5.5.2. STAPLED SHARE PRINCIPLE
(ARTICLE 6 OF THE ARTICLES OF ASSOCIATION)
The shares in URW NV are in registered form. The shares have been, or will be, created under Dutch law and must be paid up in full upon issuance
(without prejudice to section 2:80(2) Dutch Civil Code (the “DCC”)). However, it may be stipulated that up to 75% of the nominal value of a class
B share need not be paid up until URW NV has called for payment.
The class A shares may be included in a giro deposit (“girodepot”) or a collective deposit (“verzameldepot”) in accordance with the provisions
of the Dutch Giro Securities Act or any other collection of securities which are transferable by means of book-entry, in each case with due
observance of the Stapled Share principle set out in the Articles.
Each class B share can be converted into one class A share. By means of a written request addressed to the MB, the holder of one or more class
B shares may request the conversion of all or part of his class B shares into an equal number of class A shares. Such request must indicate the
number of class B shares to be converted. Upon receipt of such request, the MB, with the approval of the SB, shall resolve to convert the number
of class B shares specified in the request into an equal number of class A shares. Neither the MB nor URW NV are required to effect a conversion
of class B shares if the request does not include the number of class B shares to be converted or if the MB reasonably believes that the information
included in such request is untrue or incorrect or that the holder concerned is not a party meeting the quality requirement described below.
Under the Articles, in order to achieve a situation where holders of class A shares, other than any entity of the URW Group, hold an interest in
both URW NV and URW SE, as if they held an interest in a single (combined) company:
• no class A share can be (i) issued to, or subscribed for by, others than any entity of the URW Group, (ii) transferred to or, subject
to applicable law, pledged or otherwise encumbered by others than any entity of the URW Group, or (iii) released from any
encumbrance by others than any entity of the URW Group, in each case except together with a UR Share in the form of a Stapled
Share;
• no right to subscribe for one or more class A shares can be (i) granted to or exercised by others than any entity of the URW Group,
(ii) terminated by others than any entity of the URW Group, (iii) transferred to or, subject to applicable law, pledged or otherwise
encumbered by others than any entity of the URW Group, or (iv) released from any encumbrance by others than any entity of the
URW Group, in each case except together with a corresponding right to subscribe for an equal number of URW SE Shares in the
form of an equal number of Stapled Shares;
• all shareholders, other than any entity of the Stapled Group, must refrain from (i) acquiring any class A share, (ii) acquiring,
exercising or terminating any right to subscribe for one or more class A shares, or (iii) creating or acquiring a usufruct, pledge or
other encumbrance over any class A share or any right to subscribe for one or more class A shares, in each case except (if it
concerns a class A share) together with a URW SE share in the form of a Stapled Share or (if it concerns a right to subscribe for one
or more class A shares) together with a corresponding right to subscribe for an equal number of URW SE shares in the form of an
equal number of Stapled Shares; and
• subject to applicable law, the MB and the SB shall take all necessary actions to ensure that, at all times, the number of class A
shares issued and held by others than any entity of the URW Group is equal to the number of URW SE shares issued and held by
others than any entity of the URW Group.
The Stapled Share principle can only be terminated by virtue of a resolution passed by the General Meeting to amend the Articles. A resolution
by the General Meeting to effect such an amendment shall only become effective after the MB, with the approval of the SB, has confirmed that
the General Meeting or shareholders or URW SE has passed a resolution to terminate the Stapled Share principle as included in the Articles of
URW SE.
In addition, under the Articles, class B shares can only be held by any entity of the URW Group or any other party, with the prior approval of the
MB and the SB. If one or more class B shares are not, or no longer, held by a party which meets the quality requirements described in the previous
sentence:
• the holder of such class B shares must immediately notify the MB thereof, consistent with the arrangements described in the
Articles;
• such Shareholder's voting rights, meeting rights and rights to receive distributions attached to its class B shares shall be suspended;
and
• such Shareholder must immediately offer and transfer its class B shares to URW NV (or to a party designated in writing by URW NV)
in accordance with the provisions in the Articles.
• the MB, with the approval of the SB, may grant dispensation from the quality requirement described above.
Except as set forth above or as described elsewhere in this report, as at December 31, 2024, URW NV imposed no limitation, under its Articles
or by contract, on the transfer of shares (or depository receipts for shares issued with URW NV's cooperation), the exercise of voting rights on
shares, periods for exercising such voting rights or the issuance of depository receipts for Shares with URW NV's cooperation.
All shareholders of the Company must comply with the Stapled Share principle described above. If a shareholder, other than any entity of the
URW Group, would hold one or more "Unstapled Shares" (i.e., class A shares held by a shareholder, other than any entity of the URW Group, if
such shareholder does not also hold the corresponding ordinary shares in UR in the form of Stapled Shares) for whatever reason:
• such shareholder must immediately notify the MB of such breach, consistent with the arrangements described in the Articles;
• such shareholder must immediately offer and transfer its Unstapled Shares to URW SE (or any other entity of the URW Group
designated in writing by URW SE);
• if such shareholder has not, within a reasonable period of no more than fourteen (14) days after having become obliged to offer
and transfer its Unstapled Shares, complied with such obligation, URW NV shall be irrevocably authorised to offer and transfer the
Unstapled Shares concerned to URW SE (or any other entity of the URW Group designated in writing by URW SE) on behalf of such
shareholder in accordance with the provisions in the Articles; and
• such shareholder's voting rights, meeting rights and rights to receive distributions attached to its Unstapled Shares shall be
suspended for as long as such shareholder (or URW NV on such shareholder's behalf) has not complied with the obligation of such
Shareholder to offer and transfer such Unstapled Shares as described above.
135
If the holder of a Stapled Share must notify URW SE in respect of its shares in the capital of URW SE pursuant to the articles of association of
URW SE and/or applicable French law, such shareholder must also immediately notify URW SE in accordance with the arrangements described in
the Articles. If the MB becomes aware that a shareholder has failed to comply with that obligation, the MB, with the approval of the SB, may
demand that such shareholder comply with such obligation within a reasonable period of no more than 14 days, as stipulated in such notice. For
as long as the shareholder concerned has not complied with such obligation after the expiration of the period stipulated in said notice, such
Shareholder's voting rights, meeting rights and rights to receive distributions attached to its class A shares shall be suspended.
Furthermore, under Dutch law, various protective measures are possible and permissible within the boundaries set by Dutch law, including Dutch
case law. In this respect, certain provisions of the Articles may make it more difficult for a third party to acquire control of the Company or
effect a change in the MB and/or SB. These include:
• the Stapled Share principle described in paragraph 5.5.2;
• a provision that the General Meeting can only appoint MB Members and SB Members on the basis of a nomination by (i) the SB
pursuant to
• and in accordance with a binding recommendation by the GNRC, (ii) the Chairman, (iii) a Controlling Shareholder or (iv) the Class
B Meeting, in each case provided that the names of those candidates are stated for that purpose in the agenda of that General
Meeting or the explanatory notes thereto; and
• a requirement that certain matters, including an amendment of the Articles, may only be brought to the General Meeting for a
vote upon a proposal by the MB, with the approval of the SB.
5.5.3. CORPORATE GOVERNANCE STRUCTURE
(ARTICLES 16 TO 26 OF THE ARTICLES OF ASSOCIATION)
The Company is managed by the MB under the supervision of the SB. Details of the composition and the functioning of the MB and the SB are set
out in Section 2.1 of this Annual Report.
5.5.3.1. THE MANAGEMENT BOARD
(ARTICLES 16 TO 21 OF THE ARTICLES OF ASSOCIATION AND MANAGEMENT BOARD RULES)
The MB is the collegial decision-making body of URW NV. Pursuant to the Articles, the MB shall be composed of individuals or entities and the SB
shall determine the number of MB Members. The SB Chair shall, with due observance of the MB Rules, designate one MB Member as Chief Operating
Officer US (“COO US”), and may revoke such designation from time to time. The MB consisted of two members as at December 31, 2024.
Th
e MB is charged with management of the Company, subject to the restrictions contained in the Articles. The MB is required to provide the SB
with the information necessary for the performance of its tasks in a timely fashion. At least once a year, the MB shall inform the SB in writing of
the main features of the strategic policy, the general and financial risks and the administration and control system of URW NV. The MB’s mission
consists in developing and executing the Company’s strategy, effectively structuring and staffing the Company to ensure its efficient functioning,
achieving the projected financial results and communicating these results in the best manner. In performing their duties, MB members shall be
guided by interests of the Company and of the business connected with it.
T
he 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 SB supervises and advises the MB. In performing their duties, MB and SB members shall
be guided by the interests of the Company and of the business connected with it.
Th
e General Meeting shall appoint the MB Members and can only appoint a MB Member upon a nomination by (i) the SB pursuant to and in
accordance with a binding recommendation by the GNRC, (ii) the Chair, (iii) a Controlling Shareholder or (iv) the class B Meeting, in each case
provided that the names of those candidates are stated for that purpose in the agenda of that General Meeting or the explanatory notes thereto.
A MB Member is appointed or reappointed for a term which shall expire immediately following the end of the annual General Meeting held in any
of the first four years following his appointment or reappointment (as relevant).
The General Meeting may at any time suspend or dismiss any MB Member. In addition, the SB may at any time suspend a MB Member. The SB shall
not make any proposal, or approve any proposal made by the MB, for the suspension or dismissal of a MB Member and shall not resolve upon the
suspension of a MB Member, other than pursuant to and in accordance with a binding recommendation either by the SB Chair or by the GNRC. A
suspension by the SB can at any time be lifted by the General Meeting. If a MB Member is suspended and the General Meeting does not resolve
to dismiss him within three months from the date of such suspension, the suspension shall lapse.
5.5.3.2. THE SUPERVISORY BOARD
(ARTICLES 22 TO 26 OF THE ARTICLES OF ASSOCIATION AND THE SUPERVISORY BOARD RULES)
The SB exercises permanent oversight and control over the MB and the general affairs of the Company as provided by law, the Articles and its SB
Rules. The SB has 5 members appointed for a term of four years. The SB must comprise of two URW SE Supervisory Directors. “URW SE Supervisory
Directors” refers to an SB member who is also a member of the management board, a member of the supervisory board or an employee of (x)
URW SE (or any of the legal successors) or (y) any controlled undertaking whose financial information is included in the consolidated financial
reporting of URW SE (excluding the Company and its subsidiaries within the meaning of section 2:24a of the Dutch Civil Code).
The SB is charged with 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, SB Members shall be guided by the interests of URW NV and of the business
connected with it.
T
he SB consists of at least two, but no more than seven, SB Members. The SB shall be composed of individuals. The SB shall determine the number
of SB Members. The SB must comprise such number of URW SE Supervisory Directors as equals the highest integer that is less than 50% of all SB
Members in office. This requirement can be set aside by the General Meeting with a majority of at least two-thirds (2/3) of the votes cast
representing more than half of URW NV's issued share capital.
The SB shall elect an URW SE Supervisory Director to be the Chair and another URW SE Supervisory Director to be the vice-Chair, in each case
pursuant to and in accordance with a recommendation by the GNRC. The SB may dismiss the SB Chair or the vice-Chair pursuant to and in
accordance with a recommendation by the GNRC, provided that the URW SE Supervisory Director so dismissed shall subsequently continue his
term of office as a URW SE Supervisory Director without having the title of Chair or vice-Chair, as the case may be.
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The General Meeting can only appoint a SB Member upon a nomination by (i) the SB pursuant to and in accordance with a binding recommendation
by the GNRC, (ii) the Chair, (iii) a Controlling Shareholder or (iv) the class B Meeting, in each case provided that the names of those candidates
are stated for that purpose in the agenda of that General Meeting or the explanatory notes thereto and taking into account the requirement with
respect to the requisite number of URW SE Supervisory Directors. A SB Member may be appointed or reappointed for a term which shall expire
immediately following the end of the annual General Meeting held in any of the first four years following his appointment or reappointment (as
relevant). The General Meeting may at any time suspend or dismiss any SB Member. The SB shall not make any proposal, or approve any proposal
made by the MB, for the suspension or dismissal of a SB Member, other than pursuant to and in accordance with a binding recommendation either
by the SB Chair or by the GNRC. If a SB Member is suspended and the General Meeting does not resolve to dismiss him within three months from
the date of such suspension, the suspension shall lapse.
The SB has three committees: the AC, the GNRC and IC.
THE SPECIALISED COMMITTEES OF THE SUPERVISORY BOARD
Three specialised committees are responsible for assisting the Board to carry out its duties: the Audit Committee, the Governance, Nomination
and Remuneration Committee and Investment Committee. All SB Members participate in one of these committees. The committees function
under separate internal charters.
Details of the composition, missions and diligences of the committees are set out in Section 2.2.3 of this Annual Report.
5.5.4. GENERAL MEETINGS
(ARTICLES 28 TO 32 OF THE ARTICLES OF ASSOCIATION)
General meetings must be held in Amsterdam, The Hague, Rotterdam or Schiphol (Haarlemmermeer). Certain resolutions can only be passed by
the General Meeting at the proposal of the MB, with the approval of the SB.
5.5.4.1. FUNCTIONING OF THE GENERAL MEETING
General meetings must be held in Amsterdam, The Hague, Rotterdam or Schiphol (Haarlemmermeer). The annual General Meeting must be held
at least once a year, no later than in June. Within three months after the MB has considered it to be likely that URW NV's equity has decreased
to an amount equal to or lower than half of its paid up and called up capital, a General Meeting will be held in order to discuss the measures to
be taken if so required. Extraordinary General Meetings shall further be held whenever the MB, the SB or the Chairman so decides, provided in
each case that any item proposed by the Chairman for discussion or voting at any General Meeting shall be included as such on the agenda for
such General Meeting.
In addition, one or more Shareholders and other Persons with Meeting Rights, who solely or jointly represent at least ten percent (10%) of URW
NV's issued capital, may request the MB and the SB that a General Meeting be convened. The request must set out in detail the matters to be
discussed. If neither the MB nor the SB has taken the steps necessary to hold a General Meeting within 8 weeks after such request, the requesting
person(s) may be authorised by the court in preliminary relief proceedings to convene a General Meeting. If the requesting person(s) include(s)
at least one holder of one or more class B shares, he/they may convene a General Meeting after such 8 weeks period without such prior
authorisation by the court.
Notice of a General Meeting must be given by at least such number of days prior to the day of the meeting as required by Dutch law, which is
currently 42 days. The convocation of the General Meeting must be published through an announcement by electronic means. The notice must
include the items for discussion and voting, the time and place of the meeting, the record date, the manner in which Persons with Meeting Rights
may register and exercise their rights, the cut-off time for registration for the meeting, and such other matters as required by applicable law
(also depending on the nature of the agenda items for the meeting concerned). In addition, Shareholders may be convened for the General
Meeting by means of letters sent to their addresses as set out in URW NV's shareholders register (if and to the extent they are registered directly
in such register).
The convening notice shall also include such items as one or more Shareholders and other Persons with Meeting Rights, representing - individually
or collectively - at least such part of URW NV's issued share capital as prescribed by Dutch law (currently 3%), have requested URW NV by a
motivated request (or, if it concerns a matter which falls within the powers of the General Meeting, a proposal for a resolution) to include in the
agenda, at least 60 days before the day of the General Meeting. No resolutions may be adopted on items other than those which have been
included in the agenda.
The General Meeting shall be chaired by one of the following individuals, taking into account the following order of priority (i) by the Chair, if
there is a Chair and he is present at the General Meeting, (ii) by another SB Member who is chosen by the SB Members present at the General
Meeting from their midst, (iii) by an MB Member who is chosen by the MB Members present at the General Meeting from their midst, or (iv) by
another person appointed by the General Meeting. The person who should chair the General Meeting set out in the preceding sentence may
appoint another person to chair the General Meeting.
Each Shareholder and other Person with Meeting Rights may attend the General Meeting, address the General Meeting and exercise voting rights
pro rata to his shareholding, either in person or by proxy, provided that his meeting, and - if relevant - voting, rights have not been suspended.
Shareholders and other Person with Meeting Rights may exercise these rights, if they are the holder of such right on the record date as required
by Dutch law, which is currently the 28th day prior to the day of the General Meeting, and they or their proxy have notified URW NV of their
identity and their intention to attend the General Meeting in writing at the address and by the seventh day prior to the General Meeting or such
other date specified in the notice of the General Meeting. MB Members and SB Members may attend a General Meeting. In these General
Meetings, they have an advisory vote. The chairman of the General Meeting may decide at his discretion to admit other persons to the General
Meeting.
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5.5.4.2. POWERS OF THE GENERAL MEETING
All powers that do not vest in the MB or the SB pursuant to applicable law, the Articles or otherwise, vest in the General Meeting. The main
powers of the General Meeting include, subject in each case to the applicable provisions in the Articles:
• the appointment, suspension and dismissal of Managing Directors and Supervisory Directors;
• the approval of certain resolutions of the MB concerning a material change to the identity or the character of URW NV or its
business;
• the reduction of URW NV's issued share capital through a decrease of the nominal value, or cancellation, of shares;
• the adoption of URW NV's statutory annual accounts;
• the appointment of the Dutch independent auditor to examine URW NV's statutory annual accounts;
• amendments to the Articles;
• approving a merger or demerger by URW NV, without prejudice to the authority of the MB to resolve on certain types of mergers
and demergers if certain requirements are met; and
• the dissolution of URW NV.
In addition, the General Meeting has the right, and the MB and the SB must provide, any information reasonably requested by the General
Meeting, unless this would be contrary to an overriding interest of URW NV.
5.5.4.3. SHAREHOLDER RIGHTS
Each share confers the right to cast one vote in the General Meeting. Pursuant to Dutch law, no votes may be cast at a General Meeting, inter
alia, in respect of shares that are held by URW NV or a subsidiary of URW NV.
Resolutions of the General Meeting are passed by simple majority of the votes cast, except where Dutch law or the Articles provide for a larger
majority. Resolutions of the General Meeting can only be adopted if at least 20% of URW NV's issued share capital is represented at the General
Meeting, except where Dutch law provides for a higher quorum. A second meeting as referred to in section 2:120(3) DCC cannot be convened.
Shareholders, irrespective of whether or not they have voting rights, have meeting rights under Dutch law (including the right to attend and
address the General Meeting, subject to the concept of a record date and the requirement to register for General Meeting as described in chapter
5.5.4.).
Furthermore, each share carries an entitlement to dividends and other distributions as set forth in the Articles. Pursuant to the Articles, any
such dividend or other distribution shall be payable on such date and, if it concerns a distribution in cash, such currency or currencies as
determined by the MB with the approval of the SB. Any dividends that are paid to Shareholders through Euroclear France will be automatically
credited to the relevant Shareholders' accounts without the need for such Shareholders to present documentation proving their ownership of the
shares. Payment of dividends on the shares in registered form (not held through Euroclear France, but directly) will be made directly to the
relevant Shareholder using the information contained in URW NV's Shareholders' register and records. At the proposal of the MB with the approval
of the SB, the General Meeting may resolve that a distribution, instead of being made in cash, shall be made in the form of Shares or in the form
of URW NV's assets.
5.5.4.4. CLASS MEETINGS
A Class Meeting shall be held whenever a resolution of that Class Meeting is required by Dutch law or under the Articles and otherwise whenever
the MB, the SB or the Chair so decides. With respect to Class A Meetings, the above descriptions in respect of convening of, drawing up of the
agenda for, holding of and decision-making by the General Meeting apply equally.
5.5.5. REQUIREMENTS PERTAINING TO DISTRIBUTIONS
(ARTICLE 38 OF THE ARTICLES OF ASSOCIATION)
Pursuant to the Articles, the profits shown in URW NV's annual accounts in respect of a financial year shall be appropriated as follows, and in the
following order of priority:
• the MB, with the approval of the SB, shall determine which part of the profits shall be added to URW NV's reserves (other than the
share premium reserve that is exclusively attached to the Class B Shares), taking into account the fiscal rules and regulations
applicable to URW NV from time to time; and
• the remaining profits shall be at the disposal of the General Meeting.
A distribution of profits shall be made by URW NV after the adoption of the annual accounts that show that such distribution is allowed.
The MB, with the approval of the SB, may resolve to make interim distributions, provided and to the extent that it appears from interim accounts
to be prepared in accordance with section 2:105(4) DCC that URW NV's equity exceeds the amount of the paid up and called up part of its capital
plus the reserves which must be maintained by law.
At the proposal of the MB, with the approval of the SB, the General Meeting is authorised to resolve to make a distribution from URW NV's
reserves.
(ARTICLE 37 OF THE ARTICLES OF ASSOCIATION)
Pursuant to the Articles, all reserves maintained by URW NV, including URW NV’s general share premium reserve, shall be attached exclusively
to the Class A Shares and the Class B Shares, with the Class A Shares and the Class B Shares being considered to be shares of the same class in
respect of distributions from the reserves. In addition to URW NV’s general share premium reserve, URW NV shall maintain a share premium
reserve that is attached exclusively to the Class B Shares, being the Class B Share Premium Reserve. The following shall apply in relation to the
Class B Share Premium Reserve:
• the meeting of holders of Class B Shares (currently URW SE) is exclusively authorised to resolve (i) to make a distribution from
the Class B Share Premium Reserve and (ii) that all or part of any such distribution, instead of being made in cash, shall be made
in the form of Class B Shares or in the form of URW NV’s assets;
• upon a distribution from the Class B Share Premium Reserve, such distribution shall be made exclusively on the Class B Shares
in proportion to the aggregate number of Class B Shares held; and
• the holders of URW NV Class A Shares have no entitlement whatsoever to the Class B Share Premium Reserve, the balance of
the Class B Share Premium Reserve or any distributions from the Class B Share Premium Reserve.
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Subject to the foregoing, the General Meeting is authorised to resolve to make a distribution from the Company's reserves (except, for the
avoidance of doubt, for distributions from the Class B Shares Premium Reserve). The Management Board, with the approval of the Supervisory
Board, may resolve to charge amounts to be paid up on shares (including, for the avoidance of doubt, any amounts in excess of the nominal value
of the shares concerned) against the Company's reserves, irrespective of whether those shares are issued to existing shareholders, provided that
amounts so charged against the Class B Share Premium Reserve may only be applied to pay up Class B Shares.
5.5.6. SHARES CARRYING LIMITED ECONOMIC ENTITLEMENT
(ARTICLE 36 OF THE ARTICLES OF ASSOCIATION)
Under the Articles, distributions shall be made in proportion to the aggregate number of shares held. There are no shares which, pursuant to the
Articles, carry a limited entitlement to the profits or reserves in URW NV.
5.5.7. AMENDMENTS TO THE ARTICLES OF ASSOCIATION
At the proposal of the MB with the approval of the SB, the General Meeting may resolve to amend the Articles. A proposal to amend the Articles
must be included in the agenda of the General Meeting. A copy of the proposal, containing the verbatim text of the proposed amendment, must
be deposited with URW NV for the inspection (free of charge) by any shareholder from the date on which notice of the meeting is given until the
end of the General Meeting. Furthermore, a copy of the proposal will be made available free of charge to shareholders and other Persons with
Meeting Rights from the day it was deposited until the day of the meeting.
A resolution of the General Meeting to amend the Articles requires a majority of at least two-thirds (2/3rd) of the votes cast (subject to the 20%
quorum requirement described in section 5.5.4.3). In addition, amendments to provisions in the Articles referencing the Stapled Share principle,
require the prior approval of the class meeting formed by holders, and others with meeting rights with respect to, class B shares. A resolution to
amend the Articles to effect the termination of such Stapled Share principle shall only become effective after the MB, with the approval of the
SB, has confirmed that the General Meeting of shareholders of URW SE has passed a resolution to terminate such Stapled Share principle as
included in the articles of association of URW SE.
5.6. BRANCHES
URW NV has no branch offices.
5.7. INVESTMENT BY THE COMPANY OUTSIDE THE GROUP
The Company has not made any significant investment outside the Group during the financial year ending December 31, 2024.
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ADDITIONAL INFORMATION
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6.1. STATEMENT OF THE PERSONS RESPONSIBLE FOR THE
ANNUAL REPORT
In accordance with Article 5.25c(2)(c) of the Dutch financial markets supervision act (Wet op het Financieel Toezicht) and the Dutch Corporate
Governance Code section 1.4.3 the members of the Management Board of URW NV confirm that to the best of their knowledge that:
• The 2024 financial statements included in this Annual Report are prepared in accordance with IFRS as adopted for use in the
European Union and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and its
consolidated subsidiaries taken as a whole;
• The management report included in this Annual Report gives a fair view of the development and performance of the business, the
results and of the financial situation of the Company and its consolidated subsidiaries taken as a whole and describes the main risks
and uncertainties to which they are exposed;
• This report provides sufficient insight into any failings in the effectiveness of the risk management and control systems;
• The management and control systems provide reasonable assurance that the financial reporting does not contain material
inaccuracies;
• Based on current state of affairs as at the date of this report, it is justified that the financial reporting is prepared on a going
concern basis;
• This report states those material risks and uncertainties that are relevant to the expectation of the Company's continuity for a
period of twelve months after the date of this report.
Schiphol, March 21, 2025
On behalf of the Management Board
Dominic Lowe Gerard Sieben
Chief Operating Officer US Chief Financial Officer
6.2. AUDITORS
The Statutory Auditor of the Company is:
Deloitte Accountants B.V.
Gustav Mahlerlaan 29700
1081 LA Amsterdam, the Netherlands
Mr Jef Holland
Commencement date of the first term: June 22, 2022
Commencement date of the second term: June 27, 2023
Commencement date of the third term: June 12, 2024
Previous Statutory Auditor of the Company:
Ernst & Young Accountants LLP (Netherlands)
Euclideslaan 1
3584 BL Utrecht, the Netherlands
Mr Wim Kerst
Commencement date of the first term: June 1, 2018.
Commencement date of the second term: June 11, 2020.
Commencement date of the third term: June 9, 2020.
Commencement date of the fourth term: June 29, 2021.
6.3. INDEPENDENT APPRAISERS
URW NV's portfolio was valued by the below-mentioned independent appraisers.
Jones Lang LaSalle B.V.
Valuation Advisory
P.O. Box 75208
1070 AE Amsterdam
The Netherlands
Cushman & Wakefield, Inc.
1290 Avenue of the Americas
New York, NY 10104
United States
Kroll, LLC
311 South Wacker Drive, Suite 4200
Chicago Il 60045
USA
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6.4. DOCUMENTS AVAILABLE TO THE PUBLIC
This Annual Report may be obtained, free of charge, at URW NV at Schiphol Boulevard 315 Tower F, 1118 BJ Schiphol (Haarlemmermeer), the
Netherlands, and, where appropriate, on the website of URW NV (https://www.urw-nv.com/en/investors).
6.5. GLOSSARY
Articles: refer to the articles of association of URW NV.
Average cost of debt: recurring financial expenses (excluding the ones on financial leases and the ones related to partners’ current accounts) +
capitalised financial expenses (excluding non-recurring financial expenses such as mark-to-market and termination costs of financial instruments
including bonds repurchased, currency impact) / average net debt over the period.
CAM: Common Area Maintenance.
Committed projects: projects for which the Group owns the land or building rights and has obtained all necessary administrative authorisations
and permits, approvals of joint venture partners (if applicable), approvals of the Group’s internal governing bodies to start superstructure
construction works and on which such works have started.
Debt Yield: Ratio of the net operating income to the outstanding loan amount, net of certain cash as defined in the relevant mortgage loan
documentation.
Discount Rate (DR): the rate used in a Discounted Cash Flow model to calculate the present value of future cash flows (positive or negative)
that is to say converting such future cash-flows in today’s monetary value.
EBITDA: Recurring Net Operating result before depreciation and impairment of assets.
Exit Cap Rate (ECR): the rate used to estimate the resale value of a property at the end of the holding period. The expected Net Rental Income
(NRI) per year is divided by the ECR (expressed as a percentage) to get the terminal value.
Financial statements under IFRS: the Group’s consolidated financial statements are prepared in accordance with International Financial
Reporting Standards (IFRS) as applicable in the European Union as at closing date.
Financial statements on a proportionate basis: they are prepared based on the financial statements under IFRS, except for the joint-controlled
entities, which are consolidated on a proportionate basis, instead of being accounted for using the equity method (as applicable under IFRS).
Unibail-Rodamco-Westfield believes that these financial statements on a proportionate basis give to stakeholders a better understanding of the
underlying operations of URW and the joint-controlled entities, as they represent a significant part of the Group’s operations in the US.
Flagships: assets of a certain size and/or with footfall in excess of 10 million per year, substantial growth potential for the Group based on their
appeal to both retailers and visitors, iconic architecture or design and a strong footprint in their area.
Foreclosure: the action of a lender seeking to take the collateral on a loan when loan payments are not made, leading to a transfer of the asset
and the extinction of the corresponding mortgage debt.
Funds From Operations (FFO): on an annualised basis, the recurring EBITDA minus (i) recurring net financial expenses and (ii) tax on recurring
operating result.
Group Share: the part that is attributable to the Group after deduction of the parts attributable to the minority interests.
Interest Cover Ratio (ICR): Recurring EBITDA/Recurring Net Financial Expenses (including capitalised interest); Recurring EBITDA is calculated
as total recurring operating results and other income less general expenses, excluding depreciation and amortisation.
Like-for-like Net Rental Income (Lfl NRI): Net Rental Income excluding acquisitions, divestments, transfers to and from pipeline (extensions,
brownfields or redevelopment of an asset when operations are stopped to enable works), all other changes resulting in any change to the square
meters and currency exchange rate differences in the periods analysed.
Loan-to-Value (LTV): net financial debt, excluding current accounts with non-controlling interests/total assets (whether under IFRS or on a
proportionate basis), including or excluding transfer taxes and excluding goodwill not justified by fee business.
Minimum Guaranteed Rent uplift (MGR uplift): difference between new MGR and indexed old MGR. Indicator calculated on renewals and
relettings only.
Net Disposal Price (NDP): Total Acquisition Cost incurred by the acquirer minus all transfer taxes and transaction costs.
Net Initial Yield (NIY): annualised 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 refurbishment or not controlled by the
Group and the Westfield trademark are not included in the calculation of NIY.
Net Initial Yield on occupied space: annualised 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.
Non-recurring activities: 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, amortisation of fair value of assets and liabilities
recorded for the purpose of purchase price allocation, as well as costs directly incurred during a business combination and other non-recurring
items.
Occupancy Cost Ratio (OCR): (rental charges + service charges including marketing costs for tenants, all including VAT)/(tenants’ sales, including
VAT). As tenant turnover is not known for all tenants for the Netherlands, no reliable OCR can be calculated for this country. Primark sales are
estimates.
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Potential Yield: annualised 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 refurbishment or
not controlled by the Group and the Westfield trademark are not included in the calculation of NIY.
SBR: Sales Based Rent.
Secured debt ratio: Secured debt/Total assets.
Tenant sales: performance in the Group’s shopping centres (excluding the Netherlands) in operation, including extensions of existing assets, and
excluding deliveries of new brownfield projects, acquisition of new assets and assets under heavy refurbishment.
Total Acquisition Cost (TAC): the total amount a buyer shall pay to acquire an asset or a company. TAC equals the price agreed between the
seller and the buyer plus all transfer taxes and transaction costs.
Total Investment Cost (TIC): Total Investment Cost equals the sum of: (i) all capital expenditures from the start of the project to the completion
date and includes: land costs, construction costs, study costs, design costs, technical fees, tenant fitting-out costs paid for by the Group, letting
fees and related costs, eviction costs and vacancy costs for renovations or redevelopments of standing assets; and (ii) opening marketing
expenses. It excludes: (i) step rents and rent-free periods; (ii) capitalised financial interests; (iii) overhead costs; (iv) early or lost Net Rental
Income; and (v) IFRS adjustments.
Unencumbered leverage ratio: unencumbered assets/unsecured debt.
Valuation of occupied office space: valuation based on the appraiser’s allocation of value between occupied and vacant spaces.
Yield impact: the change in potential yields (to neutralise changes in vacancy rates and taking into account key money.
Yield on cost: URW share of the expected stabilised Net Rental Income divided by the URW Total Investment Cost increased by rent incentives
(step rents and rent-free periods), and for redevelopment project only, the Gross Market Value of the standing asset at the launch of the project.