UNIBAIL-RODAMCO-WESTFIELD
UNIBAIL-RODAMCO-WESTFIELD N.V.
2025 ANNUAL REPORT
2
Table of Content
MANAGEMENT BOARD REPORT 3
1.1. GENERAL INFORMATION 4
1.2. BUSINESS REVIEW AND 2025 RESULTS 4
1.3. FINANCIAL REVIEW 2025 RESULTS 7
1.4. DIVIDEND 11
1.5. NON-FINANCIAL INFORMATION 11
1.6. RELATED PARTY TRANSACTIONS 12
1.7. ANNUAL DECLARATION ON INTERNAL RISK MANAGEMENT AND CONTROL SYSTEMS 13
1.8. POST-CLOSING EVENTS 13
1.9. OUTLOOK 13
1.10. STATEMENT OF THE PERSONS RESPONSIBLE FOR THE ANNUAL REPORT 14
CORPORATE GOVERNANCE AND REMUNERATION 15
2.1. CORPORATE GOVERNANCE 16
2.2. REPORT OF THE SUPERVISORY BOARD 20
2.3. REMUNERATION REPORT 34
2.4. REMUNERATION PAID TO THE SB MEMBERS FOR 2025 FINANCIAL YEAR 38
FINANCIAL STATEMENTS AS AT DECEMBER 31, 2025 39
3.1. CONSOLIDATED FINANCIAL STATEMENTS 40
3.2. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 44
3.3. COMPANY ONLY FINANCIAL STATEMENTS AS AT DECEMBER 31, 2025 89
3.4. NOTES TO THE COMPANY ONLY FINANCIAL STATEMENTS 90
3.5. OTHER INFORMATION 97
RISK FACTORS 110
4.1. RISK MANAGEMENT FRAMEWORK 111
4.2. MAIN RISK FACTORS 116
4.3. TRANSFERRING RISK TO INSURERS 125
INFORMATION ON THE COMPANY, SHAREHOLDING AND THE SHARE CAPITAL 127
5.1. INFORMATION ON THE COMPANY 128
5.2. SHARE CAPITAL AND OTHER SECURITIES GRANTING ACCESS TO THE SHARE CAPITAL 128
5.3. SHARE BUY-BACK PROGRAMME AND SHARE ISSUANCES 129
5.4. INFORMATION ON THE SHAREHOLDING 130
5.5. ARTICLES OF ASSOCIATION OF THE COMPANY AND CHARTERS OF THE CORPORATE BODIES 132
5.6. BRANCHES 137
5.7. INVESTMENT BY THE COMPANY OUTSIDE THE GROUP 137
ADDITIONAL INFORMATION 138
6.1. STATEMENT OF THE PERSONS RESPONSIBLE FOR THE ANNUAL REPORT 139
6.2. AUDITORS 139
6.3. INDEPENDENT APPRAISERS 139
6.4. DOCUMENTS AVAILABLE TO THE PUBLIC 140
6.5. GLOSSARY 140
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, 2025.
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 5.2.1. “authorised share capital – form of shares”). The Group received approval from the Euronext Listing Board on February 28, 2023 to
change its market of reference from Euronext Amsterdam to Euronext Paris. Since then the Stapled Shares have been listed solely on Euronext
Paris. The Group had also maintained a secondary listing on the Australian Securities Exchange (“ASX”) via CHESS Depositary Interests (“CDIs”)
to facilitate trading by former Westfield securityholders. Following the announcement of its voluntary delisting from the ASX on June 26, 2025,
CDI trading ceased on August 25, 2025, and delisting became effective on August 27, 2025. The CDI programme was terminated on September 1,
2025 after the underlying trust was revoked. A Voluntary Sale Facility, followed by a Compulsory Sale Facility, was implemented and concluded
on November 11, 2025.
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 2025 RESULTS
This section provides an overview of the most significant business events for URW NV in 2025. The Company’s accounts reflect the financial
results for the period from January 1, 2025, until December 31, 2025. All references to operational results, such as tenant sales, rents and leases
signed, relate to the 12-month period ended December 31, 2025, 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, 2025, 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, 2025.
5
1.2.2 SCOPE OF CONSOLIDATION
1
The organisation chart as at December 31, 2025, is as follows:
The principal changes in the scope of consolidation since December 31, 2024, are:
Acquisition of the remaining 47% stake in Westfield Wheaton
On February 25, 2025, the Group acquired the 47% stake of O’Connor, its JV partner in Westfield Wheaton, a US regional asset, increasing its
interest to 100%.
The asset is fully consolidated from this date.
The Group did not repay the $234.6 million secured debt on Westfield Wheaton, which matured on March 1, 2025. The asset was placed under
receivership in November 2025. Subsequently, an agreement was reached with the lender, and the loan was settled in December through a
discounted payoff of $205 million, resulting in a total gain on extinguishment of debt of $37 Mn of which $7 Mn of unpaid default interests. This
gain was recognized under non-recurring financial result, within the line item “Fair value adjustments of derivatives, debt and currency effect”.
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
2
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.
1
The total scope of consolidation consist of more than 300 entities.
2
Flagships exclude CBD centre.
6
US FOOTFALL
3
AND TENANT SALES
4
For US Flagships, 2025 footfall increased by +2.7% compared to 2024 and 2025 tenant sales increased by +5.2%, compared to an average core
inflation of 2.9% and national sales index of +3.5%5 over the period.
The table below summarises the Group’s tenant sales growth during 2025:
Footfall (%)
2025 vs. 2024
Tenant Sales (%)
2025 vs. 2024
National Sale Index
6
2025 vs. 2024
US Flagships
+2.7%
+5.2%
+3.5%
RENT COLLECTION
7
As at January 31, 2026, 96% of invoiced 2025 rents and service charges in the US were collected.
Since January 2025, the Group also collected additional rents that related to 2024, improving its 2024 collection rate from 97%, as reported for
the full year 2024 results, to 98% at December 2025.
BANKRUPTCIES
Bankruptcies have increased in 2025 with 74 stores affected compared to 56 stores in 2024. Overall, tenant insolvency procedures represented
2.9% of the stores in URW’s portfolio in 2025 (2.2% in 2024).
81% 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
8
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.
The average rent per sq.ft. on deals signed increased by +17.4% to $85/sq. ft./year in the US.
URW continues to offer a powerful platform for retailers’ expansion with the signing in 2025 of several retail flagships such as Uniqlo in Westfield
World Trade Center.
1.2.6 NET RENTAL INCOME AND VACANCY
The total NRI on a proportionate base for URW NV amounted to $529.3 Mn, a +$25.8 Mn change compared to 2024, split between
9
:
• +$24.0 Mn related to Shopping Centres;
• +$1.8 Mn related to Offices.
US Shopping Centre NRI has been impacted by the 2024 disposal Westfield Annapolis.
US like-for-like Shopping Centre NRI
10
increased by +$21.0 Mn i.e. +5.0% mainly driven by net leasing revenue
11
of +3.6% and higher variable
income partly offset by a few specific bankruptcies in H2-2025.
Converted into euros, the -$25.8 Mn NRI decrease in the US represented +€3.4 Mn due to strengthening of the euro against the US dollar rate on
average over the period.
As at December 31, 2025, the EPRA vacancy was 7.3% ($74.5 Mn), up by 10 bps from December 31, 2024.
The OCR
12
on a rolling 12-month basis was at 11.5% as at December 31, 2025, compared to 11.7% as at December 31, 2024, reflecting a
combination of rental uplifts and strong sales performance.
Prime physical retail is a critical channel for retailers’ profitability. The OCR metric alone does not capture the full value created by stores,
including their media value, notably brand awareness, customer acquisition, enhanced customer loyalty and the halo effect, as well as their
contribution to cost optimisation on click‑and‑collect and in‑store returns.
3
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.
4
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.
5
Based on latest national indices available (year-on-year evolution) as at December 2024 US: U.S. Bureau of Labor Statistics.
(December).
6
Based on latest national indices available (year-on-year evolution) as at December 2024: US: U.S. Bureau of Labor Statistics.
7
MGR + CAM in the US, excluding 2024 settlement.
8
2024 leasing activity restated for disposals.
9
Figures may not add up due to rounding.
10
Excluding Regionals and CBD asset.
11
Net MGR and CAM.
12
Based on all stores operating for more than 12 months (excluding department stores and atypical activities). Excluding Westfield World Trade Center.
€ Mn % € Mn %
United States 528 172,550 139.8 10.7 9.4% 17.3 23.8%
Total URW NV 528 172,550 139.8 10.7 9.4% 17.3 23.8%
MGR uplift on deals above 3
years firm duration
Lettings / re-lettings / renewals excluding Pipeline
Region
MGR Uplift
MGR (€ Mn)
sqm
# of leases
signed
7
1.3. FINANCIAL REVIEW 2025 RESULTS
The Group’s consolidated financial statements (based on IFRS accounting) 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)
2025
2024
Recurring
activities
Non-recurring
activities*
Result
Recurring
activities
Non-recurring
activities*
Result
United States
Gross rental income
344.2
-
344.2
320.4
-
320.4
Operating expenses & net service charges
(116.1)
-
(116.1)
(108.6)
-
(108.6)
Net rental income
228.1
-
228.1
211.8
-
211.8
Share of result of companies accounted for
using the equity method
193.0
0.7
193.6
205.5
(355.8)
(150.3)
Gains/losses on sale of properties
-
(4.7)
(4.7)
-
2.6
2.6
Valuation movements on assets
-
91.8
91.8
-
(19.8)
(19.8)
Result Shopping Centres United States
421.0
87.8
508.8
417.3
(372.9)
44.3
Other
Gross rental income
2.4
-
2.4
2.1
-
2.1
Operating expenses & net service charges
(0.5)
-
(0.5)
(0.2)
-
(0.2)
Net rental income
1.9
-
1.9
1.9
-
1.9
Gains/losses on sales of properties
-
-
-
-
-
-
Valuation movements on assets
-
(0.9)
(0.9)
-
(0.3)
(0.3)
Result Shopping Centres Other
1.9
(0.9)
1.0
1.9
(0.3)
1.7
TOTAL RESULT SHOPPING CENTRES
423.0
86.9
509.9
419.2
(373.2)
46.0
United States
Gross rental income
7.0
-
7.0
2.9
-
2.9
Operating expenses & net service charges
(4.4)
-
(4.4)
(3.0)
-
(3.0)
Net rental income
2.6
-
2.6
(0.1)
-
(0.1)
Share of result of companies accounted for
using the equity method
0.1
0.0
0.1
1.8
(4.2)
(2.4)
Gains/losses on sale of properties
-
1.1
1.1
-
-
-
Valuation movements on assets
-
(3.0)
(3.0)
-
(13.9)
(13.9)
Result Offices United States
2.7
(2.0)
0.8
1.8
(18.1)
(16.4)
TOTAL RESULT OFFICES
2.7
(2.0)
0.8
1.8
(18.1)
(16.4)
Other property services net income
0.2
-
0.2
4.6
-
4.6
Result on disposal of investment properties – share deals
-
-
-
-
2.9
2.9
Corporate expenses
(21.8)
-
(21.8)
(25.8)
-
(25.8)
Acquisition and related costs
-
0.7
0.7
-
(1.2)
(1.2)
NET OPERATING RESULT
404.1
85.7
489.8
399.8
(389.7)
10.2
Financing result
(325.5)
27.7
(297.8)
(388.7)
(22.6)
(411.3)
RESULT BEFORE TAX
78.6
113.4
192.0
11.1
(412.2)
(401.1)
Tax income (expense)
(1.8)
(159.0)
(160.8)
(1.4)
69.4
68.1
NET RESULT FOR THE PERIOD
76.8
(45.6)
31.2
9.7
(342.8)
(333.0)
External non-controlling interests
(17.9)
9.3
(8.7)
(19.5)
(38.0)
(57.5)
NET RESULT FOR THE PERIOD ATTRIBUTABLE TO THE OWNERS OF
URW N.V. SHARES
94.7
(54.8)
39.8
29.3
(304.8)
(275.5)
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
13
URW NV reported net operating results of €489.8 Mn (2024: €10.2 Mn) for the period ended December 31, 2025. The recurring net operating
result increased to €404.1 Mn (2024: €399.8 Mn). The negative net operating result of the non-recurring activities for the period ending December
31, 2025, improved from -€389.7 Mn to €85.7 Mn, mainly due to the improvement of €121.8 Mn in the valuation movement on assets, the decrease
of negative contribution of companies accounted for using the equity method of -€360.7 Mn (valuations), the improvement of financing results
of €50.3 Mn and lower gains on sales of properties of -€6.2 Mn, all compared to December 31, 2024.
The net result for the year ended December 31, 2025 is €31.2 Mn (2024: -€333.0 Mn) of which €39.8 Mn (2024: -€275.5 Mn) attributable to the
shareholders of URW NV.
Non-recurring financing result increased to €27.7 Mn (2024: -€22.6 Mn).
The recurring net result for the period increased from €9.7 Mn as at December 31, 2024, to €76.8 Mn for the period ended December 31, 2025.
13
The figures are presented on IFRS basis.
8
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, 2025, the URW Group’s liquidity position stood at €11.4 Bn (€11.6 Bn on a proportionate basis) including €2.7 Bn of cash on hand
(€2.8 Bn on a proportionate basis) and €8.7 Bn of credit facilities. This corresponds primarily to a cash reduction of €2.6 Bn over the period, in
line with anticipations as the URW Group progressed on its deleveraging plan.
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, 2025, and
comparisons are with values as at December 31, 2024.
INVESTMENTS
In 2025, URW NV invested €65.0 Mn in capital expenditures in investment properties, compared to €110.5 Mn in 2024. The total investment breaks
down as follows:
(€Mn)
2025
2024
Shopping Centres
61.6
110.5
Offices
3.5
-
TOTAL CAPITAL EXPENDITURE
65.0
110.5
DISPOSALS
No disposals took place in 2025.
1.3.2 PROJECTS
URW NV did not have any share in URW Group’s projects pipeline for the year ended December 31, 2025.
1.3.3 PROPERTY PORTFOLIO AND NET ASSET VALUE AS AT DECEMBER 31, 2025
Unless otherwise indicated, the data presented in the property portfolio are on a proportionate
14
basis and as at December 31, 2025, and
comparisons are with values as at December 31, 2024.
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, 2025.
The following table shows the breakdown for the US Shopping Centre portfolio:
Proportionate
Dec. 31, 2025
Dec. 31, 2024
US Shopping Centre
portfolio
by category
Valuation incl.
transfer taxes
(in € Mn)
Net Initial
Yield
(b)
Potential
Yield
(c)
Valuation incl.
transfer taxes (
in
€ Mn)
Net Initial
Yield
(b)
Potential
Yield
(c)
US Flagships
(d)
7,811
5.2%
5.7%
8,567
5.1%
5.6%
US Regionals
1,220
5.5%
6.7%
1,381
5.6%
6.9%
US SC TOTAL
9,031
5.3%
5.9%
9,948
5.2%
5.8%
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.
14
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.
9
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 €8,418 Mn, this consist of the total €4,572 Mn presented investment property in the consolidated position excluding
investment property under construction carried at cost and €3,847 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, 2025
Net Initial
Yield
Rent in €
per sqm
(a)
Discount
Rate
(b)
Exit
Capitalisation
Rate
(c)
CAGR of
NRI
(d)
US
Max
11.2%
1,402
11.8%
10.8%
6.8%
Min
2.9%
333
7.0%
5.0%
2.0%
Weighted average
5.3%
735
7.6%
5.7%
4.0%
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, 2025
Net Initial
Yield
Rent in €
per sqm
(a)
Discount
Rate
(b)
Exit
Capitalisation
Rate
(c)
CAGR of
NRI
(d)
US Flagships incl. CBD
Max
7.9%
1,183
8.3%
7.5%
4.9%
Min
4.6%
398
7.0%
5.0%
2.0%
Weighted average
5.2%
764
7.4%
5.6%
3.8%
US Regionals
Max
11.2%
1,402
11.8%
10.8%
6.8%
Min
2.9%
333
7.5%
5.0%
2.0%
Weighted average
5.5%
623
8.9%
6.9%
4.9%
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
15
used by appraisers in December 2025 valuations stabilized compared to the ones in December 2024 valuations:
• In the US at 5.7% (from 5.5% to 5.6% for the US Flagships and from 9.5% to 6.9% for the US Regionals).
The Discount Rate
21
used by appraisers in December 2025 valuations increased compared to the ones in December 2024 valuations:
• In the US from 7.5% to 7.6% (from 7.3% to 7.4% for the US Flagships and from 11.1% to 8.9% for the US Regionals).
15
Restated from 2024 disposals.
10
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, 2025 (December 31, 2024: €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% (2024: 11.5%).
Proportionate
December 31, 2025
December 31, 2024
Valuation incl.
transfer
taxes
(a)
(in € Mn)
Valuation excl.
estimated
transfer taxes
(a)
(in € Mn)
Net Initial
Yield
(b)
Valuation incl.
transfer
taxes
(a)
(in € Mn)
Valuation excl.
estimated
transfer taxes
(a)
(in € Mn)
Net Initial
Yield
(b)
US occupied office space
19
18
23.0%
19
18
23.0%
(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
16
For the URW Group the IFRS net debt decreased over the period to €18.5 Bn (€20.0 Bn) and to €20.3 Bn including hybrid (€21.9 Bn), resulting
primarily from retained cash flow, the completion of disposals over the period, and FX impact, partly offset by capex, acquisitions and the
€500 Mn cash distribution paid in May 2025.
Financial ratios
2025 saw good progress towards the URW Group’s LTV and Net Debt to EBITDA targets.
• IFRS LTV improved to 39.0% (41.7%) and to 42.8% including hybrid (45.5%), supported by disposals and GMV growth, partly offset by capex
and FX effects.
• Proforma for the receipt of additional disposals secured
17
, IFRS net debt including hybrid would stand at €19.7 Bn and IFRS LTV
18
including hybrid at 42.0%.
• EPRA LTV improved from 53.8% in 2024 to 51.8% at year-end 2025 and 51.1% proforma for disposals.
• Net Debt to EBITDA
19
improved to 8.3x from 8.7x in 2024, thanks to solid operating performance and lower net debt. Including hybrid,
the ratio decreased to 9.1x from 9.5x.
Liquidity position & maturity
The URW Group’s liquidity position stood at €11.4 Bn
20
(including €2.7 Bn
21
of cash on hand and €8.7 Bn of credit facilities), down €2.6 Bn over
the period, in line with expectations as the URW Group progressed on its deleveraging plan.
The Group has maintained its average debt maturity
22
at 7.0 years with limited impact on its average cost of debt.
Cost of debt and hybrid
The average cost of debt for the URW Group stood at 2.1%, slightly above 2024 (2.0%) due to redemption of low coupon debt and lower cash
remuneration, partly offset by the benefit of 2025 FX hedging and proactive refinancing in particular of US CMBS and Euro corporate debt at
higher coupons. The Group also successfully re-couponed its hybrid stack through two major Liability Management transactions reducing the
average coupon by c. 55 cents and supporting 2025 AREPS.
Credit ratings
Following the URW Group’s 2025 Investor Day on May 14, 2025 Moody’s and S&P confirmed the Group’s Baa2/ BBB+ ratings with stable outlooks
on May 14 and May 20, 2025 respectively.
16
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, 2024.
17
c. €0.5 Bn secured disposals, out of which a €0.1 Bn completed in 2026 year-to-date
18
The proforma IFRS LTV excluding hybrid would be 38.1% (39.3% on a proportionate basis)
19
On an IFRS basis and on a last 12-month basis.
20
€11.6 Bn on a proportionate basis.
21
€2.8 Bn on a proportionate basis.
22
On an IFRS basis, considering the undrawn credit lines (subject to covenants) and cash on hand.
11
DEBT STRUCTURE AS AT DECEMBER 31, 2025
URW NV’s financial debt as at December 31, 2025, amounted to €5,941.3 Mn (2024: €6,395.6 Mn). The total IFRS cash on-hand of URW NV came
to €252.7 Mn as at December 31, 2025 (2024: €128.8 Mn). The solvability ratio as at December 31, 2025 is 21.9% (2024: 22.9%).
The financial debt breakdown and outstanding duration to maturity as at December 31, 2025, is disclosed on IFRS basis:
Outstanding duration to maturity (€Mn)
Current
Non-current
Total
December 31, 2024
Less than 1 year
1 year to 5 years
More than 5 years
Total
December 31, 2025
Bonds and notes
17.1
1,703.0
853.9
2,573.9
2,908.8
Bank borrowings
283.9
1,021.3
-
1,305.1
1,473.8
Other financial liabilities
88.4
1,912.3
58.3
2,059.0
2,007.9
Lease liabilities
1.3
2.0
-
3.3
5.1
TOTAL
390.6
4,638.5
912.2
5,941.3
6,395.6
1.4. DIVIDEND
Given the statutory results and cumulated negative retained earnings of URW NV in 2025 as well as in 2024, URW NV had no obligation to pay a
dividend neither in 2026 for the fiscal year 2025, nor in 2025 for the fiscal year 2024, under the FII regime and other REIT regimes it benefits
from.
As previously announced URW SE, will propose to the URW SE annual general meeting (“AGM”
23
) a €4.50 per share distribution for fiscal year
2025, representing a c. 30% increase from the €3.50 paid for fiscal year 2024.
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.
1.5.2 SUSTAINABILITY
24
In 2025, the URW Group continued to progress towards the delivery of its Better Places roadmap, including its ambitious SBTi-approved net-
zero targets, as well as the transition to a more sustainable retail, and community impact. In addition, following the strategic decision to
retain its US Flagships, URW extended European-specific targets to the entire URW Group
25
.
• Environmental Transition
The URW Group made significant progress in reducing carbon emissions from Scopes 1, 2 & 3 (-44.9%
26
in 2025 vs. -50% target by 2030) and in
energy intensity (-38.6%
27
in 2025 vs. -50% target by 2030) for retail assets, supported by the asset-level energy action plans.
In addition, the URW Group launched several initiatives during 2025 which will contribute to the URW Group’s revenues and/or reduce tenants’
service charges:
o These included a JV partnership with ENGIE to deploy 376 fast and ultra-fast EV charging stations across 12 French shopping centres,
as well as a partnership in Austria with Wien Energie to develop the country’s largest EV charging hub with 300 points at Westfield
Shopping City Süd and Westfield Donau Zentrum.
o The Group also continued to deploy its solar panel strategy, with 32 MWp of installed on-site renewable energy capacity, including, in
2025, 575 kWp in Metropole Zličín in, 470 kWp in Westfield Shopping City Süd and 450 kWp in Westfield Chodov, progressing toward
the 50 MWp by 2030 target.
23
To be held on May 6, 2026.
24
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 (2025 Universal Registration Document).
25
Please see URW Group 2025 Sustainability statement for more details.
26
The URW Group GHG reduction target is an absolute target expressed independently of portfolio changes and is relative to the 2015 baseline.
27
In kWh/sqm of the energy consumption for common areas and common equipment by the total area served with energy from a 2015 baseline expressed independently
of portfolio changes.
12
In 2025, the URW Group also expanded its science‑based approach beyond carbon by validating Steps 1 and 2 of the Science Based Targets for
Nature (SBTN) and securing its first SBTN‑approved target, extending the URW Group’s biodiversity strategy and reinforcing its Better Places
roadmap.
• Sustainable Experience
In 2025, the URW Group reinforced its leadership in sustainable retail, certifying 49.1% of assets under the “Better Places” certification and
expanding its Sustainable Retail Index (SRI), developed in partnership with Good On You, to include multi-brand retailers and new categories
such as Health & Beauty and General Services. As a result, 73.5% of the URW Group’s eligible revenues are now covered by the SRI, with 54.2%
coming from brands already engaged in sustainability initiatives rated “Leader”, “Advanced”, or “Active”.
• Thriving Communities
In 2025, the URW Group supported over 26,000 individuals in finding jobs or receiving training across 19 shopping centres in 7 countries,
including through job and skills initiatives in France that attracted over 7,500 individuals.
Beyond employment, local initiatives throughout the URW Group positively impacted around 230,000 community members. These efforts
included health campaigns, collection and distribution of meals, social events for vulnerable groups and cultural initiatives. Through our “Le
Louvre au Centre” partnership, the URW Group strengthened its commitment to public interest and social cohesion by bringing around 30
iconic Louvre artworks into six of our URW Group’s major French malls, expanding cultural access and reconnecting communities with a shared
heritage.
The share of senior management positions held by women within the URW Group also advanced this year, reaching 43.1%.
• International Recognition
In 2025, the URW Group’s sustainability leadership was once again recognised globally. The URW Group was ranked among the Top 100 most
sustainable companies worldwide by Corporate Knights for the third consecutive year, and first in the real estate sector. The URW Group also
maintained top ratings across major ESG benchmarks, including ISS ESG (Prime status, first decile), MSCI (AAA), GRESB (5-star rating, i.e.
among the top 20 worldwide with a score of 94/100) and Sustainalytics (with a “Negligible” risk rating).
For more information on Better Places and the detailed 2025 sustainability performance, please refer to the 2025 Universal Registration Document
to be released in March 2026, and 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.
13
1.7. ANNUAL DECLARATION ON INTERNAL RISK MANAGEMENT
AND CONTROL SYSTEMS
In accordance with the Dutch Corporate Governance Code best practice provision 1.4.3. the MB states to the best of its knowledge that:
The MB is responsible for establishing and maintaining effective internal risk management and control systems. These systems are designed to
manage, rather than eliminate, risks that could impact the achievement of strategic objectives and to provide an appropriate, and not absolute,
level of confidence in their effectiveness.
The Company’s risk management framework covers strategic, operational, security and health and safety, compliance, financial reporting, and
sustainability reporting risks, and aligned with its defined risk appetite and long-term value creation objectives. Material risks, as referred to in
best practice provision 1.2.1, relevant to the Company’s continuity for the next 12 months are disclosed in this report.
For financial reporting, the MB confirms that the financial statements have been prepared on a going concern basis and that the internal control
framework provides reasonable assurance that the 2025 financial statements are free from material misstatement. This assessment was based
on the COSO Internal Control – Integrated Framework (2013) and included testing of entity-level controls, key transactional controls, and IT
general controls. Any unremedied weaknesses were evaluated for impact.
For operational and compliance risks, the Company’s systems provide a level of certainty appropriate to the Company’s risk appetite, reflecting
inherent limitations associated with these risk types and informed by internal control activities, three-lines-of-defence, incident-reporting
mechanisms and internal audit work.
For sustainability reporting, the Company's US scope disclosures are incorporated by reference to the URW Group's ESRS reporting, which is
subject to the assurance procedures applicable at URW Group level under relevant regulatory requirements.
Based on these assessments, the MB concludes that the Company’s internal risk-management and control systems are adequately designed,
operating effectively, and provide reasonable assurance for financial reporting and appropriate levels of certainty for operational and compliance
risks, and that sustainability reporting follows the appropriate procedures applied at URW Group level.
The Audit Committee and Supervisory Board have reviewed and discussed this assessment and the underlying documentation.
1.8. POST-CLOSING EVENTS
On February 3, 2026 the Group received a payment from Rouse of approximately $55 Mn in connection with the redemption request of preferred
shares held by a subsidiary of URW NV.
Unibail-Rodamco-Westfield (“URW”) announces its intention to present to the 2026 Annual General Meetings of Unibail-Rodamco-Westfield SE
and Unibail-Rodamco-Westfield N.V. a proposal for an internal reorganisation designed to simplify the Group’s legal structure through the de-
stapling of URW’s stapled shares.
The proposed transaction would result in URW SE becoming the sole listed entity, fully holding US activities. This simplification is expected to
streamline governance and operations, enhance transparency, and generate recurring cost savings. The contemplated reorganisation would
maintain shareholders’ existing economic rights and would not change the Group’s strategy, distribution policy, or financial objectives, nor
impact trading conditions.
Subject to shareholder approval, completion is anticipated by late Q2-2026. Additional information is available on the Group’s website: Annual
General Meetings | URW.
In March 2026, Moody’s published a rating action, confirming the “Baa2” long-term rating of the Group while upgrading its rating outlook from
stable to positive.
1.9. OUTLOOK
2026 Guidance
Based on 2025 achievements and timing of disposals, the URW Group expects its 2026 AREPS to be in a range of €9.15 to €9.30, supported by:
• Strong retail operating performance both in Europe (despite lower indexation) and the US;
• The positive impact of 2025 and 2026 deliveries;
• C&E growth in even years;
• Continued focus on cost discipline; and
• Lower hybrid financing costs.
It also reflects:
• €1.6 Bn of disposals completed in 2025 and €0.5 Bn of disposals secured for 2026 (out of which €0.1 Bn already completed);
• A negative FX impact with the strengthening of the Euro against the USD and the GBP; and
• A slight increase in cost of debt.
For fiscal year 2026, the URW Group targets a distribution of €5.50 per share, representing a c. 60% payout and a c. 22% increase from the €4.50
paid for fiscal year 2025.
As in previous years, guidance assumes no major deterioration of the macro-economic and geopolitical environment.
The conflict in the Middle East, ongoing since the end of February, has created a period of instability and uncertainty whose consequences are
difficult to assess. As of the date on which the annual accounts were prepared, no event likely to significantly affect the Group’s operations
has occurred.
14
Medium-term outlook
Beyond 2026, the URW Group expects its recurring result to be consistent with the ‘A Platform for Growth’ AREPS targets, reflecting:
• Like-for-like NRI performance, including Westfield Rise growth;
• Increase in franchising revenues;
• Development projects ramp-up and capital recycling;
• C&E growth and seasonality;
• Partly offset by an increase in financial expenses and FX impact.
The URW Group also confirms its commitment to increase shareholder distributions with a target payout ratio of between 60 and 70% starting in
fiscal year 2027, consistent with its €3.1 Bn minimum total distribution guidance for fiscal years 2025-28.
It also confirms its objective to reduce its IFRS LTV including hybrid to 40% and its IFRS Net debt / EBITDA
28
including hybrid to 8x by 2028.
1.10. 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.
Amstelveen, March 25, 2026
Dominic Lowe Gerard Sieben
Chairman of the Management Board Member of the Management Board
Chief Operating Officer United States Chief Financial Officer URW NV
28
Based on current accounting standards.
15
CORPORATE GOVERNANCE
AND REMUNERATION
16
2.1. CORPORATE GOVERNANCE
2.1.1. 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, 2025, the MB is composed of two members. As per February 1, 2026, the business address of the MB is the Company’s
registered address, Rembrandtweg 41, 1181 GE Amstelveen, the Netherlands.
MB Members
Nationality
Age
Main function
Starting date
Expiry date
of term of office
Mr Dominic Lowe
British
54
Chief Operating Officer US –
MB Member
November 19, 2020
AGM 2029*
Mr Gerard Sieben
Dutch
55
Chief Financial Officer –
MB Member
March 8, 2018
AGM 2026**
*Second mandate as of 2025 AGM
**Second mandate as of 2022 AGM
MANAGEMENT BOARD MEMBER INFORMATION AND MANDATES HELD AS AT DECEMBER 31, 2025
BORN ON:
October 30, 1971
NATIONALITY:
British
NUMBER OF STAPLED
SHARES HELD:
17,909
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;
Southce
nter 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.
17
BORN ON:
May 5, 1970
NATIONALITY:
Dutch
NUMBER OF STAPLED
SHARES HELD:
2,506
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
• 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, 2025, 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
17,909
Mr Gerard Sieben
Chief Financial Officer
2,506
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.
18
MB ACTIVITIES
The MB met 11 times during the year ending December 31, 2025. 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 2025
Group Strategy
• Follow-up and adjustment of the URW Group strategy (including the Intragroup Reorganization);
• Investment, divestment and operations in 2025;
• Monitoring of strategic disposals (cost and revenue) and investment transactions;
• Digital and IT strategy, tools and projects;
• Follow-up on the URW Group environmental, social and governance (“ESG”) ambition and
Strategy (Environmental Transition Action plan);
• Monitoring the set “A platform for Growth” 2025-2028 URW Group business plan; and
•
Voluntary delisting from ASX (Australia).
Financial Policy and Financial Performance
and Reporting
• Review and closing of the 2024 consolidated full-year results and statutory financial statements
and reporting on the half-year accounts for the 2025 financial year;
• Review and assessment of statutory auditor;
• Group 5-year business plan, budget and monitoring costs & capex;
•
Financial resources, balance sheet management and borrowing requirements (EMTN, bonds,
liquidity agreements and placement of URW new hybrid notes);
•
The Group’s dividend policy (as part of the dividend policy of the URW Group) and annual
allocation of results;
• Monitoring t
he 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.
Internal risk management and control
systems
• Internal audits (plan), internal control system and compliance matters;
• Risk management (including strategy and risk statement) and risk mapping.
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 updates 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 data and cyber security);
• Mandatory Compliance & Ethics training (incl. anti-corruption, fraud and whistleblowing);
•
Recruitment and retention of key positions.
Shareholder Outreach and Engagement
• Investor and proxies advisors dialogue (incl. monitoring Shareholder Engagement Guidelines and
review of the Stakeholder Dialogue Policy);
• AGM materials (agenda, resolutions, etc.);
• General meeting;
• Group communication; and
•
Annual Report 2024, and half-year accounts for the 2025 financial year.
MB EVALUATION PROCESS
An assessment of the MB is carried out annually. Over the year ending December 31, 2025, the MB conducted its annual assessment of its
performance and functioning, including individual members. The evaluation confirmed the MB’s effectiveness and efficiency in executing its
responsibilities, with clear communication and timely information sharing with the SB and its Committees. Each MB member demonstrated a
strong understanding of the organizations’ core business, strategic priorities, and required resources, while actively supporting constructive
debate and upholding the Company’s strategy and values. The MB remains well informed on industry developments, sustainability and governance
matters. Overall, the MB expressed satisfaction with its functioning and for the year ending December 31, 2025, the MB concluded it operated
effectively and efficiently.
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 behavior, 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 by senior
leadership acknowledges the critical role of ethics and compliance in the Group business and to the collective commitment to do the right thing.
To support the “tone from the top” approach, mandatory ethics and compliance training was provided to senior management and key positions.
19
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 behavior.
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 initiated an
update of its corruption risk mapping as part of its compliance program. This process will continue in 2026.
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, the Code became
applicable to URW NV. The text of the Code can be accessed at https://www.mccg.nl.https://www.mccg.nlhttps://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, as at December 31, 2025 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.
20
• 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's intention is to align timing thereof with the URW Group.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, 2025 the Code has been updated. This latest revision introduces an enhanced provision in
areas such as risk management transparency, assurance levels and role of the audit committee, while aligning with legislative developments.
The provisions relating to risk management transparency apply in the 2025 Code apply as of the financial year beginning on or after January 1,
2025.
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, 2025. 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.
During its meeting held on December 4, 2025, the SB noted and acknowledged the intention of Mr. Jean-Marie Tritant to resign as Chair and as
Member of the SB, effective January 1, 2026. His last day in office being December 31, 2025. Upon the Governance, Nomination and Remuneration
Committee (GNRC) recommendation, the SB decided to accept the resignation of Mr. Jean-Marie Tritant, effective January 1, 2026.
In accordance with the Company’s Articles of Association, an SB Member no longer in office may be temporarily replaced by a person whom the
SB has designated for that purpose. The SB, upon GNRC recommendation, designated Mr. Vincent Rouget as Chair and Member of the SB effective
per Mr. Tritant’s resignation. Mr. Vincent Rouget will be nominated for appointment at the 2026 annual general meeting.
As part of its annual review of the SB composition, the SB, based on the recommendation of the Governance, Nomination and Remuneration
Committee (GNRC), has determined that it intends to propose the renewal of the terms of Mr. Jean‑Louis Laurens and Mrs. Aline Taireh. As
required under Dutch Corporate Governance Code Best Practice 2.2.2, the SB provides this explanation for renewals beyond the initial eight‑year
term. The SB considers the continuation of both members to be in the best interest of the Company, ensuring appropriate continuity in financial
oversight, governance, risk management and strategic supervision. The intended renewal of Mr. Laurens preserves stability and expertise in his
role as Chair of the Audit Committee, while the intended renewal of Mrs. Taireh reflects the ongoing relevance of her senior leadership
experience, international perspective and strong risk‑oversight capabilities. The SB will determine the proposed duration of each renewal in line
with governance requirements and prevailing circumstances at the time of publication of the AGM agenda.
2.2.1.1. COMPOSITION OF THE SUPERVISORY BOARD AS AT FILING THE 2025 ANNUAL REPORT
Name
Role
Age
Gender
Nationality
Independence
Starting date
Expiry date
of term of office
Mr Vincent Rouget
Chair
46
M
French
Independent
2026
*
Mr Fabrice Mouchel
Vice-Chair
55
M
French
Independent
2021
AGM 2029**
Mr Jean-Louis Laurens
Senior Independent Director
71
M
French
Independent
2018
AGM 2026**
Ms Aline Taireh
Member
50
F
American
Independent
2018
AGM 2026**
Ms Catherine Pourre
Member
68
F
French
Independent
2021
AGM 2029**
*Mr. Rouget will be nominated for appointment as Chair and member of the Supervisory Board at the annual general meeting in 2026.
**Second mandate as per AGM 2022, 2025 respectively.
21
SUPERVISORY BOARD MEMBER INFORMATION AND MANDATES HELD AS AT FILING OF THE 2025 ANNUAL
REPORT
BORN ON: January 8,
1980
NATIONALITY:
French
NUMBER OF STAPLED
SHARES HELD:
45,000
29
MR VINCENT ROUGET
DESIGNATED SB MEMBER – CHAIR
Independent
• Graduate of HEC Paris with a Master of Science in Management;
• Started his career at Morgan Stanley as an Analyst, Investment Banking Division in 2003;
• Associate, Global Capital Markets, US Covertible Team at Morgan Stanley from 2006 to 2007;
• Associate/Principal/Managing Director at Aermont Capital LLP from 2007 to 2015;
• Partner of Aermont Capital LLP from 2015 to 2023;
• President of Aermont Capital SAS from 2018 to 2023;
• Appointed to the management board of Unibail-Rodamco-Westfield SE, Chief Strategy and Investment Officer
as of
June 1, 2023;
• Acting as Chief Operating Officer of URW SE for European countries as of May 1, 2025; and
• Appointed as Chief Executive Officer of URW SE as of January 1, 2026.
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).
• Chairman of Amroy SAS, Immobilère
Lidice SAS and
• Unibail-Rodamco Participations SAS;
• Deputy Managing Director of Unibail
Management SAS; and
• Director of Viparis Holding SA.
• United-Kingdom: Director of CentrO
Holdings (UK) Limited,
• Centro Asset Management Ltd., Centro
Europe Ltd., CentrO Europe (No. 2) Ltd
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.).
• President of Aermont Capital SAS;
• Member of the Investment Committee of Aermont Group,r
esponsible for
Continental Europe investments;
• Member of the Supervisory Board of LP Promotion;
• Member of the Advisory Board of Wilma Immobilien; and
• Member of the Supervisory Board of Marignan.
• Chairman of the Board of Directors of Rodamco Centerpool AB;
• Director of Mall of Europe;
•
Joint Director of Rodamco Europe Beheer BV, Rodamco Nederland BV,
Unibail Rodamco Cascoshop Holding BV, Unibail Rodamco Nederland
Winkels BV, Unibail Rodamco Poland 2 BV, Unibail Rodamco Poland 4
BV, Unibail Rodamco Retail Investments 1 BV, Unibail Rodamco
TH B.V.,
URW Italy B.V., URW Nederland Winkels 1 BV, URW Nederland Winkels
2 BV, URW UK Olympic 1 BV, URW UK Olympic 2 BV, URW UK Olympic 3
BV, URW UK Olympic 4 BV, URW UK Olympic 5 BV, URW UK Olympic 6
B.V., URW UK Olympic 7 B.V., URW UK Olympic 8 B.V.,
URW UK
Shepherds 1 BV, URW UK Shepherds 2 BV, URW UK Shepherds 3 BV, URW
UK Shepherds 4 BV, URW UK Shepherds 5 BV, URW UK Shepherds 6 BV,
URW UK Shepherds 7 BV, URW UK Shepherds 8 BV, URW UK Shepherds 9
BV, URW UK Shepherds 10 BV, URW UK Shepherds 11 BV, U
RW UK
Shepherds 12 BV, URW UK Shepherds 13 BV, URW UK Shepherds 14 BV,
URW UK Shepherds 15 BV, URW Winkels BV, Rodamco Europe Properties
BV, Rodamco Central Europe BV, Broekzele investments B.V., Rodamco
Espana BV, Rodamco Austria BV, Rodamco Czech BV and
Rodamco
Deutschland BV;
•
Member and Secretary of the Board of Directors of Unibail Rodamco
Steam SL, Proyectos Inmobiliarios Time Blue,Chairman of the Board of
Directors of Alonso Y Calle SA, Circlow, Global Etsy Investments,
Proyectos Inmobiliarios Kansar III SLU, Proyectos Inmob
iliarios New
Visions SLU, Sistemas Edgerton, South Pacific Real Estate SLU, Unibail
Rodamco Ocio SLU, Unibail Rodamco Palma SLU, Unibail Rodamco Real
Estate SLU, Unibail Rodamco Retail Spain SLU, Unibail Rodamco Spain
SLU, Westfield Energy SL, Westfield Ri
se Spain SL and Chairman of the
Board of Directors of Essential Whites SLU, Managing Director of Unibail
Rodamco Steam SL and Proyectos Inmobiliarios Time Blue;Managing
Director of Centrum Praha Jih –
Chodov s.r.o., CGI Metropole, s.r.o.,
Energie CČM s.r.o
. and Energie MET s.r.o., Chairman of the Supervisory
Board of Beta Development, s.r.o., and Member of the Board of
Directors of Centrum Černý Most a.s., Centrum Chodov, a.s. and Černý
Most II, a.s.;
•
Member of the Management Board of GSSM Warsaw and WSSM Warsaw,
Member of the Board of Directors of Crystal Warsaw;
• Member of the Board of Aupark a.s.;
• Chairman of the Board of Directors of URW Fisketorvet A/S; and
•
Chairman of the Board of Directors of Anlos Fastighets AB, Eurostop
Holding AB, Murof A AB, Murof B AB, Murof C AB, Murof D AB, Murof
Holding AB, Piren AB, Rodamco AB, Rodamco Fisketorvet AB, Rodamco
Handel AB, Rodamco Nacka AB, Rodamco Northern Europe AB,
Rodamco
Projekt AB, Rodamco Scandinavia Holding AB, Rodamco Täby AB, URW
Nacka AB, URW Nacka Holding AB, URW Täby AB, URW Täby Holding AB.
29
At March 1, 2026. Including 20,000 Stapled Shares through his personal holding company. But excluding 4,113 Stapled Shares held via the URW SE company savings
plan.
22
Further experience:
• Leadership and strategic oversight
Vincent Rouget brings extensive leadership experience as a former Partner and Investment Committee member at Aermont Capital, where
he provided strategic direction on corporate transactions and large-scale property development initiatives.
• International perspective and market expertise
He has demonstrated strong international acumen, overseeing investment activities across Continental Europe and gaining global financial
experience through prior roles in Paris and New York.
• Retail and consumer asset development
Vincent Rouget has driven transformative projects in retail and hospitality, including the creation of Germany’s second-largest shopping
centre owner and the pan-European expansion of The Student Hotel Group, now The Social Hub.
• Risk management, Governance and Financial Experience
With responsibility for investments totalling approximately €10 billion in gross development value, Mr. Rouget offers deep expertise in real
estate private equity, risk oversight, and corporate governance, ensuring robust financial structuring and compliance across diverse asset
classes
23
BORN ON:
April 16, 1970
NATIONALITY:
French
NUMBER OF STAPLED
SHARES HELD:
55,211
30
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
OTHER INTRA-GROUP FUNCTIONS AND MANDATES
•
Member of the management board and CFO of URW
SE;
•
Director of Cavemont Pty Limited, Westfield
Corporation Limited, WCL Finance Pty Limited,
WCL Management Pty Limited, Westfield America
Management Pty Ltd;
•
Managing Director of Rodamco Deutschland GmbH;
and
• Director of Crossroads Property Investors S.A.
• Managing Director of SCS Liegenschaftsverwertung GmbH, SCS
Motor City Errichtungsges.m.b.H;
• Vice-President of the SB of Unibail-Rodamco-
Westfield Germany
GmbH;
•
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. Management
Pty Ltd and 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. and Rodamco Nederland Winkels B.V., Deputy Board
Member of Unibail Rodamco Poland 5 B.V., Director of U&R
Management B.V; and
•
Managing Director of Shopping City Süd Erweiterungsbau
Gesellschaft m.b.H. & Co. Anlagenvermietung KG, Shopping
Center Planungs-
und Entwicklungsgesellschaft m.b.H. & Co.
Werbeberatung KG, Shopping Center Planungs-
und
Entwicklungsgesellschaft mbH, URW Invest GmbH, DZ-
Donauzentrum Besitz- und Vermietungs-GmbH, Unibail-
Rodamco
Invest GmbH, Unibail-Rodamco Austria Verwaltungs GmbH
Attendance 2025:
• SB 100%
• AC 100%
•
GNRC 100%
Mandate:
• First Mandate: June 29, 2021 (involved from February 4, 2021)
• Second Mandate: June 11, 2025
• Expiry date of term of office: AGM 2029
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 25 years of expertise through senior roles in finance at Unibail-Rodamco SE.
• Real Estate Market Experience
Extensive experience in the European market through 25 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.
30
At March 1, 2026. Excluding 13,790 Stapled Shares held via the URW SE company savings plan.
24
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
• 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 2025:
• SB 100%
• AC 100%
Mandate:
• First Mandate: June 7, 2018
• Second Mandate: June 22, 2022
•
Expiry date of term of office: AGM 2026
Further experience:
• Active executive and senior leadership experience
Extensive senior leadership experience as general partner and global head of asset management of Rothschild and Co Group, global Head of
mainstream investments at Robeco Group and CEO of AXA Investment Managers.
• Financial expertise
Extensive financial and capital markets expertise as a former chief executive of major asset management companies and numerous senior
positions in investment banks such as HSBC and Morgan Stanley.
• Risk oversight, Compliance 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.
25
BORN ON:
January 15, 1975
NATIONALITY:
American
NUMBER OF STAPLED
SHARES HELD:
4,792
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.
•
Appointed as SB Member at URW N.V. in June 2018 and her mandate was renewed in June 2022.
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, Missi
on
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 2025:
• SB 100%
Mandate:
• First Mandate: June 7, 2018
• Second Mandate: June 22, 2022
• Expiry date of term of office: AGM 2026
Further experience:
• Relevant active executive and senior leadership experience
Extensive operational and leadership experience as General Counsel of Westfield and various executive and director positions with all
aspects of the US business including 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
leadership roles in school, college, work and in their communities. Furthermore, Aline is a published children’s book author.
26
BORN ON:
February 2, 1957
NATIONALITY:
French
NUMBER OF STAPLED
SHARES HELD:
103,790
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).
• Appointed as SB Member at URW N.V. in June 202
1 (having been involved since February 2021) and her mandate
was renewed in June 2025.
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 2025:
• SB 100%
• AC 100%
• GNRC 100%
Mandate:
• First Mandate: June 29, 2021 (involved from February 4, 2021)
• Second Mandate: June 11, 2025
•
Expiry date of term of office: AGM 2029
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.
27
SUPERVISORY BOARD MEMBER INFORMATION AND MANDATE HELD AS AT DECEMBER 31, 2025
BORN ON:
November 10, 1967
NATIONALITY:
French
NUMBER OF STAPLED
SHARES HELD:
90,406
31
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; and
•
Handed over as MB Chair and CEO to Mr Vincent Rouget as from January 1, 2026.
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 REI
T 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, Westf
• eld 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, We
stfield 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 Vall
ey
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, LL
C,
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
•
•
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 2025:
• SB 100%
• GNRC 100%
31
Excluding 8,749 Stapled Shares held via the URW SE company savings plan.
28
Mandate:
• First Mandate: June 29, 2021 (involved from January 1, 2021)
• Second Mandate: June 11, 2025
•
Expiry date of term of office: January 1, 2026
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.
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 defined it’s “sub-top” as employees with a level 15 or higher positions, including MB members. 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 2025 SB composition meets URW NV’s diversity objectives have been achieved, including the statutory requirement that at least one third
of the SB members be women. 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 (i.e., the “sub-top”), with a 67%/33%
32
male/female ratio in 2025, diverges from the diversity
target pursued by the MB. This is partly due to the limited size of the MB and internal organisational changes. While new appointments offer the
opportunity to further rebalance gender representation, progress depends on the availability of suitable candidates. Continued improvement
was achieved, but the 2025 target was not reached due to reorganisations, a reduced leadership population and internal role transitions. URW
remains committed to maintaining and continuously improving gender balance, while the overall URW Group meets the Diversity Charter
objective, the Company will further reinforce these efforts as opportunities arise.
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 commits to ensuring full equal opportunities in HR practices and processes across all regions. 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 continues the Be You at URW framework which embeds the Group’s commitment to drive even greater diversity and inclusion across
the business on 4 pillars; Leadership and Commitment, Inclusion Policies and Performance, Culture and Employee Engagement and Employee
Development and Learning. These programmes support an inclusive culture in which employees feel safe, supported and empowered.
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, 2025, the SB comprises five members.
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.
32
Composition of this group has been adjusted to the equivalent at the URW Group since 2023.
29
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 2025, 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, 2025
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 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, 2025, the majority of
the SB members can be considered independent within the meaning of principle 2.1.8 of the DCGC.
As at 31/12/2025
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 5 meetings in 2025 (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 2025, both internally (e.g. organisational matters, risk
management, compliance and Anti-Corruption Program, 2025-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 renewal of appointment of the statutory
auditor. The Company’s statutory auditor during the financial year 2025 attended 5 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 2025. With focus on the deleveraging plan and the growth strategy
“ A Platform for Growth” sustainability and energy action plan and digital and data strategy. In December 2025, a joint URW Group SB training
session was held, with specific focus on sustainability and regulations, geopolitics, compliance and governance.
Principal responsibilities of the SB
Key areas discussed, reviewed and/or approved in 2025
Group Strategy
• Strategic initiatives relating to the balance sheet, including
deleveraging and access to capital (including “Platform for Growth”
and Intragroup Reorganization);
• 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.);
• The CSR Strategy “Better Places 2030”; and
• Voluntary delisting from ASX (Australia)
Group Financial Policy and Financial Performance and Reporting
•
Monitoring of the deleveraging programme;
• 2025 Budget and 5-year Business Plan, financial resources and
borrowing requirements;
30
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.
• 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 2024 consolidated full-year results, statutory financial
statements and half-year accounts for the 2025 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;
• 2025 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 and monitoring of the Group risk management strategy;
• Focused review of selected risk management topics (2025 focus
included: Crisis Management, Recruitment, retention & succession,
and Health & Safety).
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
• 2025 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
2025
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 2024.
31
AUDIT COMMITTEE COMPOSITION
As at December 31, 2025, 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 2025, the AC met 7 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 2025
Group Financial Policy
• Strategic initiatives to the balance sheet, including deleveraging, access to capital
(follow up of rating agencies, placement of URW hybrid notes);
• Extensive review and follow-up of financial, borrowing, accounting and tax aspects;
• 2025 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;
Voluntary delisting from ASX (Australia);
•
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;
• 2024 consolidated full-year results and statutory financial statement and half-
year
accounts for the 2025 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.
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;
• 2025 internal audit plan;
• Internal audits, internal control system and compliance matters;
• In-depth review and monitoring of risk management and update of the risk mapping
and risk management strategy (including risk statement);
• Focused review of selected risk management topics (2025 focus included:
Crisis
Management, Recruitment, retention & succession, and Health & Safety).
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.
32
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, 2025, 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 2025 (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 2025
Company Remuneration Policy and performance assessments
• 2025 MB Member remuneration (including FI, level of attainment of
annual STI and LTI targets);
•
2025 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.
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, 2025, 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, 2025 an annual assessment of the performance and overall
functioning of the SB and its committees, and of the MB and its members was held. The SB conducted its annual assessment of its performance,
including its Committees and individual members. The review confirmed that the SB operates effectively and efficiently, mainating strong
communication with the Management Board (MB). Members collectively demonstrate a clear understanding of the Group’s strategy, core business
and required resources. The SB expressed satisfaction with the MB’s performance and transparent communication. Opportunities include further
focus on market developments. For the year ending December 31, 2025, the SB concluded it functioned well and fulfilled its responsibilities in
accordance with governance standards.
The SB recognizes the importance of periodic external evaluations to ensure continued effectiveness and best governance practices. While the
annual assessment for 2025 was conducted internally, the SB intends to align its approach with the broader URW Group framework, which will
introduce external review starting 2026.
33
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 2025, 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 October 2025 URW Group SB training sessions were held in which the URW NV SB members participated, including on the URW’s Financial
strategy & framework, Development updates, Platform for Growth, Ecosystem of performance and 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.
NO CONVICTIONS OR OFFENCES
As at December 31, 2025, 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.
34
2.3. REMUNERATION REPORT
2.3.1. INTRODUCTION
In accordance with the Articles of Association 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).
In 2025, the AGM re-adopted the SB Remuneration Policy, effective from the financial year 2025. The policy remained unchanged and continues
to align with the policy of Unibail-Rodamco-Westfield SE ("URW SE") and its controlled undertakings (together with URW SE, the “URW Group”).
Its purpose is to attract, motivate and retain high calibre individuals with an appropriate degree of expertise and experience, which contributes
to the Company’s long-term interests, sustainability, identity, mission and values, while considering the interests of the URW Group of which it
forms part.
The existing MB Remuneration Policy, as approved by the Company’s general meeting held on June 12, 2024
33
, also remained unchanged during
the financial year 2025. 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 ensures independence and effective oversight by prohibiting any remuneration linked to Company performance.
The remuneration paid to the MB Members and SB Members in the 2025 financial year is fully consistent with the MB Remuneration Policy and
the SB Remuneration Policy, respectively, and supports URW NV's long-term objectives while managing its risk profile. Relevant scenario analyses
have been considered in advance in determining the level and structure of the remuneration of the MB Members in the 2025 financial year.
This Remuneration Report, which describes the remuneration of the MB Members and the SB Members for the financial year 2025, is subject to
an advisory vote at URW NV’s AGM in 2026. At the AGM held on June 11, 2025, 96,16% of votes were cast in favour of URW NV's 2024 Remuneration
Report. In light of this strong level of support and absence of questions raised at that General Meeting regarding remuneration, no specifics
adjustments were deemed necessary to be addressed in this year’s 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.
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.
33
The existing MB Remuneration Policy was adopted by the AGM on June 12, 2024, with 96,16% votes in favour (effective January 1, 2024).
35
2.3.2. REMUNERATION RATIO AND PERFORMANCE EVOLUTION
The Dutch Corporate Governance Code (“Code”) that applied during 2025 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
34
of URW NV (including its subsidiaries). We have used the aggregate cash
remuneration
35
from January 1, 2025 to December 31, 2025 as a reference amount
36
.
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.
2.3.3. REMUNERATION OF THE MB MEMBERS FOR 2025 FINANCIAL YEAR
The MB Remuneration Policy that was approved by the AGM on June 12, 2024 was applied in 2025 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.
34
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.
35
The cash remuneration includes base salary and annual (cash) bonus.
36
The remuneration of employees who worked at URW NV and its affiliates for less than a year as of December 31, 2025 is annualised. The exchange rate used for
compensation paid in USD is rate as published by the European Central Bank.
37
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.
38
There is no longer any President US role since 2021.
39
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.
2025
2024
2023
2022
2021
2020
Total
remuneration
paid or granted
(including LTI)
37
Jean-Marie Tritant, President US
n/a
n/a
n/a
n/a
38
n/a
43
€2,238,368
Dominic Lowe, COO US €2,132,575
€1,922,004
€2,002,814 €2,287,377 €1,696,928 €647,518
Gerard Sieben, CFO €391,550
€369,778
€375,151 €358,704 €345,783 €307,953
Pay ratio
(excluding LTI)
Average cash MB remuneration
€873,747
€864,693
€865,103 €839,429 €714,494
€645,310
39
Company average cash remuneration €194,228
€192,152
€185,912 €164,387 €138,933 €135,710
Multiple of the company average cash
remuneration
4.5
4.5
4.7 5.1 5.1 4.8
Company
performance
Net Operating Result (recurring) in Mn € €404.1
€399.8
€419.8 €481.2 €380.6 €310.4
36
2.3.3.1. ELEMENTS OF REMUNERATION DUE OR GRANTED FOR THE 2025 FINANCIAL YEAR TO
MR DOMINIC LOWE, COO US
Elements of
Remuneration Amounts
Comments
Annual Fixed
Income – FI
(Paid in respect of
the 2025 year)
€696,879
Mr Lowe’s FI amounts to $787,500 (i.e. €696,579) per year.
Short-Term
Incentive – STI
(To be paid in 2026
in respect of the
2025 year)
€711,741
The target STI opportunity for 2025 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 €
431.66
493.33
518.00
490.67
97.3%
€94,461
Net Operating Result B25 vs
P25
10%
Mn €
459.14
524.73
550.97
513.11
88.9%
€48,921
Disposals
10%
Undisclosed*
106.1%
€56,972
Effective rent Uplift
5%
Undisclosed*
125.0%
€46,831
Average Vacancy
10%
%
14.1%
11.6%
10.6%
12.0%
90.4%
€55,909
Gross Admin expenses
25%
Undisclosed*
125.0%
€203,962
Gender parity improvement
5%
%
40.0%
50.0%
60.0%
42.9%
55.4%
€43,262
GHG emissions (URW Group)
5%
tCO
2
eq
25,842
23,493
21,144
25,041
58.8%
€47,478
Qualitative performance
15%
See details below
105%
€113,945
TO TAL
100%
102.1%
€711,741
* these objectives and actual achievements are commercially sensitive and therefore not disclosed.
The gross STI was acknowledged by the SB on February 16, 2026, upon the recommendation of the
GNRC, and is before income tax and social security charges. The equivalent amount in USD is $804,000.
Among significant individual objectives achieved by Mr Lowe in 2025:
• Delivered strong financial performance, achieving above-
target NRI growth supported, while
driving savings in Gross and Net Administrative Costs.
•
Maintained strong capital discipline, holding Capex below target and advancing major strategic
initiatives.
•
Achieved strong commercial and experiential results, increasing traffic and sales and
delivering increased Media & Experiential revenue.
•
Advanced People & Culture objectives, delivering development programs across teams,
achieving high level of volunteer participation, and running a successful Mentorship Program
The STI paid in 2025 in respect of 2024 was $667,500 (93.7% of target opportunity).
Long-Term
Incentive – LTI
Performance
Shares (PS) and
Performance
Stock Options (SO)
(Granted during
the 2025 year)
(Economic value at
the grant date
according to IFRS 2
requirements,
based on the
evaluation
conducted by
Willis Towers
Watson)
€679,494
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 April 7, 2025, 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 23,308
€600,715
$649,974*
*
SO
3 years
€72.21
(no
discount)
23,308
€78,779
$85,238
*
TOTAL
€679,494
(i.e. $798,405 = 101.4% 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 March 8, 2025, he received 20,106 PS, and from
that date 17,897 SO were exercisable until March 8, 2030.
The SO and PS granted to Mr Lowe on April 7, 2025 will vest on April 7, 2028.
Pension
€18,590
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
€25,872
Mr Lowe benefits from benefits applicable to all employees in his work country, including life and
health insurance and social security benefits.
Service agreement
Yes
The service agreement between URW NV and Mr Dominic Lowe is in force since June 29, 2021.
TOTAL
€2,132,575
As a result to the above-mentioned figures, the fixed and variable remuneration components weigh 39.0% and 73.4% of total remuneration.
37
2.3.3.2. ELEMENTS OF REMUNERATION DUE OR GRANTED FOR THE 2025 FINANCIAL YEAR TO
MR GERARD SIEBEN, CHIEF FINANCIAL OFFICER (CFO)
Elements of
Remuneration Amounts
Comments
Annual Fixed Income –
FI (paid in respect of the
2025 year)
€189,637
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 2026 in
respect of the 2025 year)
€48,402
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%
€
431.66
493.33
518.00
490.67
97.3%
€6,920
Net Operating Result B25 vs
P25
10
%
459.14
524.73
550.97
513.11
88.9%
€4,216
Investment/Divestment
10%
Undisclosed*
106.1%
€5,028
Effective rent Uplift
5%
Undisclosed*
125.0%
€2,963
Average Vacancy
10%
%
14.1%
11.6%
10.6%
12.0%
90.4%
€4,286
Gross Admin expenses
25%
Undisclosed*
125.0%
€14,815
Gender parity improvement
5%
%
40.0%
50.0%
60.0%
42.9%
55.4%
€1,312
GHG emissions
5%
tCO2
25,842
23,493
21,144
25,041
58.8%
€1,394
Qualitative performance
15%
See details below
105%
€7,467
TO TAL
100%
102.09%
€48,402
* these objectives and actual achievements are commercially sensitive and therefore not disclosed.
The gross STI was acknowledged by the SB on February 16, 2026, upon the recommendation of the GNRC,
and is before income tax and social security charges.
Among significant individual objectives achieved by Mr Sieben in 2025:
•
Improvement of reporting coordination between teams in the US, France and The Netherlands
resulting in improved quality and deadlines
•
Reduced administrative cost by improving efficiency, moving URW NV’s Head Quarters to
Amstelveen and cost management
• Successful divestment of Dutch non-core asset
• Supported the successful unwinding of URW Group CDI’s in Australia
• Strengthening of community-oriented projects and actions of URW NV in the Netherlands
The total STI paid in 2025, in respect of 2024, was €41,160 (93.7% of target STI).
Long-Term Incentive –
LTI
Performance Shares
(PS) and Performance
Stock Options (SO)
(Granted during the
2025 financial year)
(Economic value at the
grant date according to
IFRS 2 requirements,
based on the evaluation
conducted by Willis
Towers Watson)
€97,137
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
April 7, 2025, 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 3,332 €85,875
SO 3 years
€72.21
(no
discount)
3,332 €11,262
TOTAL
€97,137
(51.2% of FI)
Mr Sieben has received SO and PS grant since 2019. As such, according to the performance of the LTI plan
2022 assessed at 61%, on March 8, 2025, he received 2,126 PS, and from that date 3,200 SO were
exercisable until March 8, 2030.
The SO and PS granted to Mr Sieben on April 7, 2025 will vest on April 7, 2028.
Pension
€29,323
Mr Sieben benefits from a defined contribution pension plan.
Benefits in Kind
€27,051
Mr Sieben benefits from a company car.
Service agreement
Yes
The service agreement between URW NV and Mr Gerard Sieben is in force since June 7, 2018.
TOTAL
€391,550
As a result to the above-mentioned figures, the fixed and variable remuneration components weigh 67.0% and 39.6% of total remuneration,
respectively.
38
2.4. REMUNERATION PAID TO THE SB MEMBERS FOR 2025
FINANCIAL YEAR
The SB remuneration policy is designed to attract, motivate and retain high calibre individuals with an appropriate degree of expertise and
experience, which contributes to the Company’s long-term interests, sustainability, identity, mission and value while taking into account 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 recognition of the increasingly competitive international environment and the commitment required outside
of their country of residence, the SB Members also receive an out of country indemnity for their duties performed abroad.
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.
To safeguard independent judgement as well as to avoid any potential conflict of interest, SB Members do not receive any remuneration related
to Company performance.
2.4.1. REMUNERATION PAID TO THE SB MEMBERS
In 2025 remuneration of the SB members amounted to €257,500. 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
2025
2024
2023
2022
2021
Mr. Jean-Marie Tritant
(1) (2)
€0
€0
€0
€0
€0
Mr. Fabrice Mouchel
€0
€0
€0
€0
€0
Mr. Jean-Louis Laurens
€136,500
€137,500
€136,000
€138,000
€130,000
Mrs. Catherine Pourre
€121.000
€122.000
€130,000
€122,500
€109,417
Ms. Aline Taireh
(3)
€0
€0
€0
€0
€0
TOTAL
€257,500
€259,500
€266,000
€260,500
€239,417
(1) 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.
(2) On December 4, 2025 the Supervisory Board took note of the resignation of Mr. Jean-Marie Tritant with effect January 1, 2026.
(3) Mrs. Aline Taireh did not receive any compensation for her SB membership.
6.3.1 NUMBER OF STAPLED SHARES, SO AND PS HELD BY MB MEMBERS AND SB MEMBERS AS AT
DECEMBER 31, 2025
MB and SB Members
Stapled Shares
Owned
Non-exercised
SO
PS subject to vesting
period
Mr. Dominic Lowe
17,909 110,060 58,005
Mr. Gerard Sieben
2,506 22,087
8,927
Mr. Jean
-Marie Tritant 90,406* 285,311 147,472
Mr. Fabrice Mouchel
55,211** 203,779 105,541
Mr. Jean
-Louis Laurens
363 0 0
Mrs. Catherine Pourre
96,266 0 0
Ms. Aline Taireh
4,792 35,948 14,425
* Excluding 8,749 Stapled Shares held via the URW SE Company Saving Plan.
** Excluding 13,790 Stapled Shares held via the URW SE Company Saving Plan.
39
FINANCIAL STATEMENTS AS
AT DECEMBER 31, 2025
40
On March 16, 2026, the Supervisory Board approved the consolidated financial statements of Unibail-Rodamco-Westfield N.V. for the year ended
December 31, 2025, 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 18, 2026.
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
| 2025 | 2024 | ||
(€Mn) | Notes | ||
Gross rental income | 5.4 | ||
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 | 5.3.3 | ( | |
Result on disposal of investment properties and loss of control | ( | ||
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 | ( |
| 2025 | 2024 | ||
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) |
(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 2025 and 2024 the EPS are
antidilutive.
41
| 2025 | 2024 | |
(€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 | ( | ( |
(2) The amount is presented net of related tax effects.
42
3.1.2. CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| December 31, 2025 | December 31, 2024 | ||
(€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 | ( | ( | |
Foreign currency translation reserves | |||
Consolidated result | ( | ||
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 2025, Zoetelaarpassage Almere has been classified as held for sale.
43
3.1.3. CONSOLIDATED STATEMENT OF CASH FLOW
(€Mn) | Notes | 2025 | 2024 |
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 (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 (4) | |||
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 | 2.1.2/2.2.2 | ||
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, included €82.2 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.
44
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 | Shareholders' | |
(€Mn) | capital capital | Shares | net result reserve (1) | securities | shares | interests | equity | |||
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 | ( | ( | ( | |||||||
Net result of the period | ( | |||||||||
Other comprehensive income | ( | ( | ( | |||||||
Net comprehensive income | ( | ( | ( | |||||||
Earnings appropriation | ( | |||||||||
Increase in capital | ( | |||||||||
Stock options and Company | ||||||||||
Savings Plan | ||||||||||
Amendment related party | ||||||||||
liabilities | ||||||||||
Change in scope of consolidation | ||||||||||
and other EQUITY AS AT DECEMBER 31, | ( | ( | ( | |||||||
2025 | ( | ( | ||||||||
| (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 2.2.2. | ||||||||||
3.2. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
45
46
47
3.3 CLIMATE CHANGE AND RISKS
The potential impacts of climate change and risks have been analysed in the context of the preparation of the consolidated financial statements.
The assumptions underlying the preparation of the consolidated financial statements are consistent with the announced commitments and the
information presented in the Management Board’s report.
URW NV has taken climate risks into consideration in the key accounting estimates presented in the Financial Statements and specifically ESG
factors have been integrated in the valuation of the Investment Property portfolio.
A significant amount of information has been made available to the appraisers in relation to several ESG KPIs on an asset-by-asset basis in
connection with a new AFREXIM ESG scorecard built by main valuation firms, international shopping centres’ landlords and French institutions
representing a diverse scope of retail market participants. Amongst others, these KPIs are the Energy Use Intensity on common areas, BREEAM
certificate label part I and II, climate risk studies outcomes, renewable energy on-site production or presence of EV chargers. Appraisers have
reviewed and considered the information provided in their valuation process. Capex to be spent in the next 5 years for the Energy Action Plan
defined by the URW Group (circa €100 Mn on a proportionate basis) and its Better Places Net zero trajectory were integrated in the valuation
model.
URW NV has assessed the existence of impairment indicators for non-financial assets taking into account any impairment indicators relating to
climate change or commitments made in this respect and, if there were any, these non-financial assets were subject to an impairment test.
48
NOTE 4 ● SCOPE OF CONSOLIDATION
49
50
NOTE 5 ● SEGMENT REPORTING AND NET RECURRING RESULT
51
52
5.4 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME BY SEGMENT
2025 | 2024 | ||
(€Mn) | Result | Result | |
Gross rental income (1) | 344.2 | 320.4 | |
Operating expenses & net service charges | (116.1) | (108.6) | |
Net rental income | 228.1 | 211.8 | |
United States Share of result of companies accounted for using the equity method | 193.6 | (150.3) | |
Gains/losses on sale of properties | (4.7) | 2.6 | |
Valuation movements on assets | 91.8 | (19.8) | |
Result Shopping Centres United States | 508.8 | 44.3 | |
Gross rental income (1) | 2.4 | 2.1 | |
Operating expenses & net service charges | (0.5) | (0.2) | |
Net rental income | 1.9 | 1.9 | |
| Other | Gains/losses on sales of properties | - | - |
Valuation movements on assets | (0.9) | (0.3) | |
Result Shopping Centres Other | 1.0 | 1.7 | |
TOTAL RESULT SHOPPING CENTRES | 509.9 | 46.0 | |
Gross rental income (1) | 7.0 | 2.9 | |
Operating expenses & net service charges | (4.4) | (3.0) | |
Net rental income | 2.6 | (0.1) | |
United States Share of result of companies accounted for using the equity method | 0.1 | (2.4) | |
Gains/losses on sales of properties | 1.1 | - | |
Valuation movements on assets | (3.0) | (13.9) | |
Result Offices United States | 0.8 | (16.4) | |
TOTAL RESULT OFFICES | 0.8 | (16.4) | |
Other property services net income | 0.2 | 4.6 | |
Result on disposal of investment properties – Share deals | - | 2.9 | |
Corporate expenses | (21.8) | (25.8) | |
Acquisition and related costs | 0.7 | (1.2) | |
NET OPERATING RESULT | 489.8 | 10.2 | |
Financing result | (297.8) | (411.3) | |
RESULT BEFORE TAX | 192.0 | (401.1) | |
Tax income (expense) | (160.8) | 68.1 | |
NET RESULT FOR THE PERIOD | 31.2 | (333.0) | |
External non-controlling interests | (8.7) | (57.5) | |
NET RESULT FOR THE PERIOD ATTRIBUTABLE TO THE OWNERS OF URW N.V. SHARES | 39.8 | (275.5) | |
(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.
53
NOTE 6 ● INVESTMENT PROPERTIES, TANGIBLE ASSETS, INTANGIBLE ASSETS AND
GOODWILL
(€Mn) | December 31, 2025 | December 31, 2024 | |
Shopping Centres | 4,571.8 | 4,892.1 | |
United States | 4,556.2 | 4,875.6 | |
- | Flagships centres | 4,556.2 | 4,875.6 |
- | Regionals centres | - | - |
The Netherlands | 15.6 | 16.5 | |
Offices | 39.9 | 28.6 | |
United States | 39.9 | 28.6 | |
TOTAL | 4,611.7 | 4,920.7 | |
Properties held for sale | (5.8) | - | |
TOTAL investment properties | 4,605.9 | 4,920.7 |
Total investment | Properties held for | ||||
(€Mn) | Shopping Centres | Offices | properties | sale | Total |
December 31, 2023 | 4,185.5 | 31.9 | 4,217.4 | - | 4,217.4 |
Acquisitions/entries into the scope of consolidation | 382.8 | 6.7 | 389.4 | - | 389.4 |
Disposals/exits from the scope of consolidation | - | - | - | - | - |
Reclassification and transfer of category | (2.2) | - | (2.2) | - | (2.2) |
Capitalised expenses | 59.2 | 2.0 | 61.2 | - | 61.2 |
Valuation movements | (24.0) | (13.9) | (37.9) | - | (37.9) |
Currency translation | 291.0 | 2.0 | 292.9 | - | 292.9 |
December 31, 2024 | 4,892.1 | 28.6 | 4,920.7 | - | 4,920.7 |
Acquisitions/entries into the scope of consolidation | 187.0 | 18.9 | 205.9 | - | 205.9 |
Disposals/exits from the scope of consolidation | - | - | - | - | - |
Reclassification and transfer of category | 0.2 | - | 0.2 | (5.8) | (5.6) |
Capitalised expenses | 37.2 | 0.8 | 38.0 | - | 38.0 |
Valuation movements | 44.9 | (3.0) | 41.9 | - | 41.9 |
Currency translation | (589.6) | (5.4) | (595.0) | - | (595.0) |
December 31, 2025 | 4,571.8 | 39.9 | 4,611.7 | (5.8) | 4,605.9 |
54
55
Net initial | Rent in € | Discount | CAGR of | |||
Shopping Centres – December 31, 2025 | yield | per sqm (1) | Rate (2) | Exit yield (3) | NRI (4) | |
Max | 12.4% | 1,402 | 13.0% | 12.0% | 6.8% | |
| US | Min | 2.9% | 333 | 7.0% | 5.0% | 2.0% |
Weighted average | 5.3% | 724 | 7.6% | 5.7% | 3.9% | |
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, 2025 | yield | per sqm (1) | Rate (2) | Exit yield (3) | NRI (4) | |
Max | 7.9% | 1,183 | 8.3% | 7.5% | 4.9% | |
| US Flagships excl. CBD | Min | 4.6% | 398 | 7.0% | 5.0% | 2.0% |
Weighted average | 5.2% | 764 | 7.4% | 5.6% | 3.8% | |
Max | 12.4% | 1,402 | 13.0% | 12.0% | 6.8% | |
| US Regionals incl. CBD | Min | 2.9% | 333 | 7.5% | 5.0% | 2.0% |
Weighted average | 5.5% | 598 | 8.9% | 6.9% | 4.4% |
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 excl. CBD | Min | 6.8% | 362 | 10.0% | 8.0% | 3.0% |
Weighted average | 9.3% | 450 | 11.1% | 9.5% | 3.7% |
56
Total investment | |||
(€Mn) | Gross value | Impairment | properties at cost |
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 |
Reclassification and transfer of categories | - | - | - |
Disposals/exits from the scope of consolidation | (0.4) | - | (0.4) |
Capitalised expenses | 3.5 | - | 3.5 |
Currency translation | (1.3) | - | (1.3) |
December 31, 2025 | 11.9 | - | 11.9 |
Item: | Depreciation period: |
Office equipment | 2 – 5 years |
Furniture | 3 – 5 years |
Furniture and | Right of use | ||
(€Mn) | equipment | Total tangible assets | |
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 |
Acquisitions | 0.3 | - | 0.3 |
Reclassification and other movement | - | - | - |
Disposals/exits from the scope of consolidation | (0.1) | - | (0.1) |
Currency translation | (7.6) | (1.7) | (9.2) |
December 31, 2025 | 58.0 | 12.8 | 70.7 |
Furniture and | Right of use | ||
(€Mn) | equipment | Total tangible assets | |
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) |
Depreciation | (2.8) | (2.0) | (4.8) |
Reclassification and other movement | - | - | - |
Disposals/exits from the scope of consolidation | 0.1 | - | 0.1 |
Currency translation | 6.7 | 0.9 | 7.7 |
December 31, 2025 | (52.8) | (8.4) | (61.2) |
57
Furniture and | Right of use | ||
(€Mn) | equipment | Total tangible assets | |
December 31, 2024 | 8.6 | 7.1 | 15.7 |
December 31, 2025 | 5.2 | 4.4 | 9.6 |
| Cost | |||
(€Mn) | Software | Trademark | Total intangible assets |
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 |
Acquisitions | 0.2 | - | 0.2 |
Disposal | - | - | - |
Currency translation | (11.7) | (40.1) | (51.7) |
December 31, 2025 | 89.1 | 306.0 | 395.1 |
(€Mn) | Software | Trademark | Total intangible assets |
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) |
Amortisation | (4.1) | - | (4.1) |
Reversal of impairment | - | 46.4 (1) | 46.4 |
Disposal | - | - | - |
Reclassification | - | - | - |
Currency translation | 11.1 | 8.0 | 19.1 |
December 31, 2025 | (87.1) | (30.2) | (117.3) |
(€Mn) | Software | Trademark | Total intangible assets |
December 31, 2024 | 6.6 | 261.4 | 268.0 |
December 31, 2025 | 2.1 | 275.7 | 277.8 |
(€Mn) | 2025 | 2024 |
Investment properties at fair value | 41.9 | (37.9) |
Investment properties at cost | (0.4) | - |
Reversal/Impairment of intangible assets | 46.4 | 4.0 |
Net result | 87.9 | (34.0) |
6.5 AMOUNTS PAID FOR WORKS AND ACQUISITION/DISPOSAL OF PROPERTY ASSETS
(CONSOLIDATED STATEMENT OF CASH FLOWS)
In 2025, amounts paid for works and acquisition of property assets amount to €50.4 Mn (December 31, 2024: €80.2 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.
58
59
December 31, | December 31, | December 31, | December 31, | |
| (€Mn) | 2025 | 2025 | 2024 | 2024 |
| JVs at 100% | URW NV’s share | JVs at 100% | URW NV’s share | |
Investment properties | 7,552.4 | 3,876.4 | 8,671.2 | 4,454.6 |
Other non-current assets | 4.6 | 2.3 | 6.6 | 3.3 |
Current assets | 206.4 | 81.2 | 175.7 | 98.6 |
Cash and cash equivalents | 27.2 | 32.6 | 87.8 | 45.8 |
Total assets | 7,790.6 | 3,992.5 | 8,941.2 | 4,602.3 |
Long-term External borrowings | 628.6 | 321.6 | 710.9 | 368.1 |
Short-term External borrowings | 0.0 | 0.0 | 225.4 | 93.8 |
Other non-current liabilities | 23.7 | 12.3 | 24.3 | 12.6 |
Current liabilities | 166.1 | 77.8 | 188.3 | 104.2 |
Total liabilities | 818.3 | 411.8 | 1,149.0 | 578.6 |
NET ASSETS | 6,972.3 | 3,580.8 | 7,792.2 | 4,023.7 |
| (€Mn) | 2025 | 2025 | 2024 | 2024 |
| JVs at 100% | URW NV’s share | JVs at 100% | URW NV’s share | |
Net rental income | 433.8 | 224.9 | 472.3 | 245.6 |
Change in fair value of investment properties | (27.7) | (15.8) | (714.1) | (372.3) |
Financial result | (36.4) | (18.5) | (53.9) | (27.5) |
Net result 1 2 | 374.6 | 193.8 | (362.0) | (152.6) |
60
| Economic interest | Economic interest | ||
| Name of the investments⁽¹⁾ | Type of equity | December 31, 2025 | December 31, 2024 |
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 | N/A | 52.6% |
UTC/VF Services | Membership units | 50.0% | 50.0% |
Wheaton North Office (2) | Partnership units | N/A | 52.6% |
Wheaton South Office (2) | Partnership units | N/A | 52.6% |
(€Mn) | December 31, 2025 | December 31, 2024 |
Current account in debit/(credit) | (2.8) | (9.6) |
61
62
NOTE 8 ● FINANCING AND FINANCIAL INSTRUMENTS
63
64
(€Mn) | 2025 | 2024 |
Other financial interest (1) | 3.8 | 46.0 |
Amount due from derivatives | 80.6 | 101.8 |
Subtotal financial income | 84.4 | 147.8 |
Interest on bonds and EMTNs | (104.4) | (133.4) |
Interest and expenses on borrowings | (181.7) | (259.3) |
Interest expense on lease liabilities | (0.2) | (0.2) |
Interest on preference shares | (37.1) | (36.9) |
Other financial interest | (7.3) | (9.4) |
Interest on Commercial Paper | (0.2) | - |
Amount due on derivatives | (79.3) | (97.9) |
Financial expenses before capitalisation of financial expenses | (410.1) | (537.1) |
Capitalised financial expenses | 0.2 | 0.7 |
Subtotal net financial expenses | (409.9) | (536.5) |
TOTAL NET FINANCING COSTS | (325.5) | (388.7) |
(€Mn) | 2025 | 2024 |
Amortisation of debt | 45.0 | (36.1) |
Currency result | 0.4 | - |
Fair value of derivatives | (0.6) | (2.4) |
Fair value adjustment on preference shares | 1.3 | 7.6 |
Default on interest payment | (7.3) | - |
ECL on financial guarantee contracts | - | - |
Fair value of preferred interest | (11.1) | 8.2 |
TOTAL FINANCIAL RESULT | 27.7 | (22.6) |
65
(€Mn) | December 31, 2025 | December 31, 2024 |
Financial assets at fair value through profit and loss | 54.8 | 103.0 |
Preferred interest Rouse | 43.8 | 61.6 |
Derivatives at fair value | 11.0 | 41.4 |
Financial assets at amortised cost | 380.4 | 305.7 |
Other financial assets | 17.7 | 42.7 |
Trade receivables from activity | 71.4 | 70.6 |
Other receivables (1) | 38.6 | 63.6 |
Cash and cash equivalents | 252.7 | 128.8 |
FINANCIAL ASSETS | 435.2 | 408.7 |
Total current | 362.7 | 263.0 |
Total non-current | 72.5 | 145.7 |
66
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, 2025 | December 31, 2024 |
Bonds and notes | 17.1 | 1,703.0 | 853.9 | 2,573.9 | 2,908.8 |
Principal debt (1) | - | 1,702.1 | 851.1 | 2,553.2 | 2,887.7 |
Accrued interest | 25.8 | - | - | 25.8 | 29.1 |
Issuance costs | (8.9) | - | - | (8.9) | (12.6) |
Amortisation of debt | 0.2 | 0.8 | 2.8 | 3.9 | 4.6 |
Bank borrowings | 283.9 | 1,021.3 | - | 1,305.1 | 1,473.8 |
Principal debt (1) | 281.1 | 1,021.3 | - | 1,302.4 | 1,475.7 |
Accrued interest | 6.4 | - | - | 6.4 | 7.3 |
Borrowings issue fees | (3.6) | - | - | (3.6) | (5.4) |
Amortisation of debt | - | - | - | - | (3.8) |
Other financial liabilities | 88.4 | 1,912.3 | 58.3 | 2,059.0 | 2,007.9 |
Interbank market instruments and negotiable instruments | 85.1 | - | - | 85.1 | - |
Accrued interests on interbank market instruments and negotiable instruments | (0.1) | - | - | (0.1) | - |
Borrowing with URW SE (2) | - | 1,912.3 | 58.3 | 1,970.6 | 1,984.5 |
Accrued interests on borrowings with URW SE (2) | 4.3 | - | - | 4.3 | 24.2 |
Charges and premiums on issues of borrowings with URW SE (2) | (0.9) | - | - | (0.9) | (0.9) |
Lease liabilities | 1.3 | 2.0 | - | 3.3 | 5.0 |
TOTAL | 390.6 | 4,638.5 | 912.2 | 5,941.3 | 6,395.6 |
Cash flows (1) | Non-cash flows | ||||||||
| December | Variation of accrued | Scope | Currency | Fair value | |||||
| 31, 2024 | Increase (2) | Decrease | interests (3) | movements (5) | translation | impact | Others | December 31, 2025 | |
Bonds and notes | 2,908.8 | - | - | - | - | (337.0) | (0.2) | 2.3 | 2,573.9 |
Bank borrowings | 1,473.8 | 1,058.4 | (1,245.3) | 5.8 | 226.5 | (189.0) | (29.9) | 5.0 | 1,305.1 |
Other financial liabilities (4) | 2,007.9 | 282.9 | 0.0 | (18.4) | - | (213.1) | - | (0.3) | 2,059.0 |
Lease liabilities | 5.0 | 0.8 | (2.1) | - | - | (0.6) | - | - | 3.3 |
TOTAL | 6,395.6 | 1,342.1 | (1,247.4) | (12.6) | 226.5 | (739.7) | (30.1) | 7.0 | 5,941.3 |
68
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 |
Current | ||||
1 month to 3 | More than 3 | Total | ||
(€Mn) | Less than 1 month | months | months | December 31, 2025 |
Bonds and notes | 16.8 | - | 0.2 | 17.1 |
Bank borrowings | 3.0 | 0.6 | 280.4 | 283.9 |
Borrowing with URW SE | 3.4 | - | - | 3.4 |
Interbank market instruments and negotiable instruments | 85.0 | - | - | 85.0 |
Financial leases | - | - | 1.3 | 1.3 |
TOTAL | 108.2 | 0.6 | 281.9 | 390.6 |
Amount as at | Amount as at December 31, | ||||
| December 31, 2025 | 2024 | ||||
Issue date | Rate | Currency | (€Mn) | (€Mn) | Maturity |
September 2014 | Fixed rate 4.75% | USD | 425.5 | 481.3 | September 2044 |
September 2018 | Fixed rate 4.125% | USD | 425.5 | 481.3 | September 2028 |
September 2018 | Fixed rate 4.625% | USD | 425.5 | 481.3 | September 2048 |
June 2019 | Fixed rate 3.50% | USD | 638.3 | 721.9 | June 2029 |
October 2019 | Fixed rate 2.875% | USD | 638.3 | 721.9 | January 2027 |
TOTAL | 2,553.2 | 2,887.7 |
69
| Rule 144A and Reg S bonds | |
| covenants level | |
Loan to Value | < 65% |
ICR | > 1.5x |
Secured debt ratio 45 | < 45% |
Unencumbered leverage ratio 46 | > 1.25x |
(€Mn) | December 31, 2025 | December 31, 2024 |
Amounts accounted for in B/S | ||
Long-term bonds and borrowings | 5,548.7 | 6,345.8 |
Current borrowings and amounts due to credit institutions | 389.3 | 44.6 |
Total financial liabilities | 5,938.0 | 6,390.4 |
Adjustments | ||
Amortisation of debt | (3.8) | (0.7) |
Accrued interests/issuance fees | (22.9) | (41.7) |
Total financial liabilities (nominal value) | 5,911.3 | 6,348.0 |
Cash & cash equivalents | (252.7) | (128.8) |
NET FINANCIAL DEBT | 5,658.6 | 6,219.2 |
(€Mn) | December 31, 2025 | December 31, 2024 |
Short-term deposit | 198.7 | - |
Cash (1) | 54.0 | 128.8 |
Total asset | 252.7 | 128.8 |
Bank overdrafts & current accounts to balance out cash flow | - | - |
Total liabilities | - | - |
NET CASH AT PERIOD-END | 252.7 | 128.8 |
70
Fair value | ||||||
| movements | Currency | |||||
(€Mn) | December 31, 2024 | Addition | Decrease | in P&L | translation | December 31, 2025 |
Financial liabilities at amortised cost | 572.6 | 15.6 | - | - | (66.3) | 521.8 |
Commitment to non-controlling interests held by URW SE (a) | 572.6 | 15.6 | - | - | (66.3) | 521.8 |
Financial liabilities at fair value | 20.9 | 5.7 | - | (1.3) | (2.4) | 22.9 |
Commitment to non-controlling interests (b) | 18.7 | - | - | (1.0) | (2.2) | 15.5 |
Other commitments to non-controlling interests (c) | 2.2 | 5.7 | - | (0.3) | (0.2) | 7.3 |
Total commitment to non-controlling interests | 593.4 | 21.3 | - | (1.3) | (68.7) | 544.7 |
Total non-current | 445.6 | 5.7 | - | (1.3) | (57.2) | 392.8 |
| Total current | 147.8 | 15.6 | - | - | (11.5) | 151.9 |
i) The holders of Series A preferred shares are entitled to receive an annual dividend equal to 5.9% of the value of the preference shares.
B) INTERESTS HELD BY EXTERNAL PARTIES
i) As at 31 December 2025, the Jacobs Group holds 925,950 (31 December 2024: 925,950) Series G units in the operating partnership. Anthony
Weigand redeemed 45,318 shares in full in October 2023. The holders have the right that requires WEA to purchase up to 10% of the shares
redeemed for cash.
ii) As at 31 December 2025, the previous owners of the Sunrise Mall hold Series I units 1,401,426 (31 December 2024: 1,401,426). At any time,
the holder (or the Holder’s Estate) has the right to require the operating partnership to redeem its Series I units at the Group’s discretion either
for: (i) cash; (ii) shares in WEA (with the holder having the right to exchange such WEA shares for stapled securities); or (iii) a combination of
both.
iii) As at 31 December 2025, 1,538,481 (31 December 2024: 1,538,481) Series J units are outstanding. At the holder’s discretion, such holder has
the right to require the operating partnership to redeem its Series J units, at the Group’s discretion, either for: (i) cash; (ii) shares in WEA (with
the holder having the right to exchange such WEA shares for stapled securities); or (iii) a combination of both.
iv) The investor unit rights in the operating and property partnerships have a fixed life and are able to be redeemed either for: (i) cash; (ii)
shares in WEA; or (iii) a combination of both, at the Group’s discretion. At any time, after 19 May 2014, such holders have the right to require
WEA to redeem their WEA common shares, at the Group’s discretion, either for (i) cash; (ii) stapled securities; or (iii) a combination of both.
C) OTHER COMMITMENT TO NON-CONTROLLING INTERESTS
i) The former partners in the San Francisco Centre hold 360,000 Series H-2 Units in the operating partnership. Each Series H-2 unit will be entitled
to receive quarterly distributions equal to US$0.125 for the first four calendar quarters after the Series H-2 units are issued (the Base Year) and
for each calendar quarter thereafter, US$0.125 multiplied by a growth factor. The growth factor is an amount equal to one plus or minus, 25%
of the percentage increase or decrease in the distributions payable with respect to a partnership common unit of the operating partnership for
such calendar quarter relative to 25% of the aggregate distributions payable with respect to a partnership common unit for the Base Year.
ii) In connection with the completion of the San Francisco Emporium development, 1,000 Westfield Growth, LP Series A units were issued to
Forest City Enterprises, Inc. Redemption of these units by the holder can only be made at the time that the San Francisco Centre (which includes
San Francisco Emporium) is sold or otherwise divested. Should this occur, the redemption of these units is required to be made in cash but only
out of funds legally available from Westfield Growth, LP. includes San Francisco Emporium) is sold or otherwise divested. Should this occur, the
redemption of these units is required to be made in cash but only out of funds legally available from Westfield Growth, LP.
71
Amounts recognised in the | ||||||
| Statement of Comprehensive | ||||||
Income | ||||||
December 31, | Fair value adjustments of | Currency translation | Acquisitions/ | December 31, | ||
(€Mn) | 2024 | derivatives | disposals | 2025 | ||
Assets | ||||||
Derivatives at fair value Non-Current | 41.4 | (29.6) | (0.8) | - | 11.0 | |
• | Fair value | 41.4 | (29.6) | (0.8) | - | 11.0 |
Liabilities | ||||||
Derivatives at fair value | (42.7) | 29.2 | - | - | (13.5) | |
• | Fair value | (42.7) | 29.2 | - | - | (13.5) |
NET | (1.4) | (0.4) | (0.8) | - | (2.5) | |
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) | |
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 | 366.2 | - |
1 year to 2 years | 638.3 | - |
2 years to 3 years | 461.3 | 181.6 |
3 years to 4 years | 638.3 | - |
4 years to 5 years | 1,021.3 | 1,694.9 |
More than 5 years | 851.1 | 58.3 |
Total | 3,976.5 | 1,934.8 |
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 |
73
Outstanding total as at December 31, 2025 | Outstanding total as at December 31, 2024 | |||
(€Mn) | Fixed rate | Variable rate (1) | Fixed rate | Variable rate (1 ) |
Financial liabilities | (3,976.5) | (1,934.8) | (4,964.8) | (1,383.0) |
Financial assets | 252.7 | - | 128.8 | - |
Financial liabilities before hedging programme | (3,723.8) | (1,934.8) | (4,836.0) | (1,383.0) |
Micro-hedging | 851.1 | (851.1) | 962.6 | (962.6) |
Net financial liabilities after micro-hedging (2) | (2,872.7) | (2,785.9) | (3,873.5) | (2,345.6) |
Swap rate hedging (3) | - | 851.1 | - | 1,227.3 |
Net debt not covered by swaps | - | (1,934.8) | - | (1,118.3) |
Cap and floor hedging | - | - | - | - |
HEDGING BALANCE | - | (1,934.8) | - | (1,118.3) |
Hedging | Exposure net of | ||||
Currency | Assets | Liabilities | Net Exposure | instruments | hedges |
USD | 8,616.3 | (6,604.9) | 2,011.4 | - | 2,011.4 |
TOTAL | 8,616.3 | (6,604.9) | 2,011.4 | - | 2,011.4 |
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 |
74
December 31, 2025 | December 31, 2024 | |||
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 | (20.8) | (182.9) | (27.8) | (207.4) |
2025 | 2024 | |||
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 | - | 50.9 | - | 39.9 |
Other receivables | 43.5 | - | 68.7 | - |
Cash and cash equivalents | 252.7 | - | 128.8 | - |
Financial guarantee contracts | - | - | 290.8 | - |
Gross amount at 31 December | 296.3 | 50.9 | 488.3 | 39.9 |
75
(€Mn) | 2025 | 2024 |
TRADE RECEIVABLE | ||
Opening loss allowance at 1 January | 45.6 | 47.1 |
(Reversal)/Addition in loan loss allowance recognised in profit or loss during the year | (3.4) | (0.2) |
Receivables written off during the year as uncollectible | (4.6) | (3.7) |
Changes due to FX differences | (4.1) | 2.5 |
Closing loss allowance at 31 December (1 ) | 33.5 | 45.6 |
| The Group undertakes active liquidity and funding risk management to enable it to have sufficient funds available. To meet its financial | |
| obligations, working capital and expected committed capital expenditure requirements are periodically and carefully monitored. The Group |
Carrying | |||||||
amount (1) | Less than 1 year | 1 year to 5 years | More than 5 years | ||||
December 31, | |||||||
(€Mn) | 2025 | Interest | Redemption | Interest | Redemption | Interest | Redemption |
| BONDS, BORROWINGS AND AMOUNTS DUE | |||||||
TO CREDIT INSTITUTIONS | |||||||
Bonds and EMTNs | (2,553.2) | (98.1) | - | (245.3) | (1,702.1) | (625.9) | (851.1) |
| Bank borrowings and other financial | |||||||
liabilities (2) | (3,273.0) | (168.9) | (281.1) | (522.6) | (2,933.6) | (150.6) | (58.3) |
| Interbank market instruments and negotiable | |||||||
instruments | (85.1) | (0.1) | (85.1) | ||||
FINANCIAL DERIVATIVES | |||||||
Derivative financial liabilities | |||||||
Derivatives without a hedging relationship | (13.5) | (8.9) | - | (15.3) | - | - | - |
Derivative financial assets | |||||||
Derivatives without a hedging relationship | 11.0 | 9.3 | - | 23.8 | - | - | - |
| COMMITMENT TO NON-CONTROLLING | |||||||
INTEREST | |||||||
| Commitment to non-controlling interest held | |||||||
by URW SE | (375.8) | - | - | - | - | (145.8) | (375.8) |
76
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, 2025 (€Mn) | with IFRS 9 | 31, 2025 | Cost | OCI | profit or loss | Fair value |
ASSETS | ||||||
Financial assets | FAAC/FAFVTPL | 61.5 | 17.7 | - | 43.8 | 61.5 |
Derivatives at fair value | FAFVTPL | 11.0 | - | - | 11.0 | 11.0 |
Trade receivables from activity | FAAC | 71.4 | 71.4 | - | - | 71.4 |
Other receivables (1) | FAAC | 38.6 | 38.6 | - | - | 38.6 |
Cash and cash equivalents | FAAC | 252.7 | 252.7 | - | - | 252.7 |
435.2 | 380.4 | - | 54.8 | 435.2 | ||
LIABILITIES | ||||||
Commitment to non-controlling interests | FLAC/FLFVTPL | 544.7 | 521.8 | - | 22.9 | 544.7 |
Financial debts | FLAC | 5,941.3 | 5,786.3 | - | - | 5,786.3 |
Derivatives at fair value | FLFVTPL | 13.5 | - | - | 13.5 | 13.5 |
Non-current amounts due on investments | FLAC | 1.2 | 1.2 | - | - | 1.2 |
Other non-current liabilities (2) | FLAC | 20.6 | 20.6 | - | - | 20.6 |
Amounts due to suppliers and other current debt (3) | FLAC | 97.9 | 97.9 | - | - | 97.9 |
6,619.2 | 6,427.8 | - | 36.4 | 6,427.8 |
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 |
77
Fair value measurement as at December 31, 2025 | ||||
(€Mn) | Total | Level 1 | Level 2 | Level 3 |
ASSETS | - | - | - | - |
Fair value through profit or loss | - | - | - | - |
Derivatives | 11.0 | - | 11.0 | - |
Financial assets | 43.8 | - | - | 43.8 |
TOTAL | 54.8 | - | 11.0 | 43.8 |
LIABILITIES | - | - | - | - |
Fair value through profit or loss | - | - | - | - |
Commitment to non-controlling interests | 22.9 | - | - | 22.9 |
Derivatives | 13.5 | - | 13.5 | - |
TOTAL | 36.4 | - | 13.5 | 22.9 |
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 |
78
Financial assets | Commitment to | |
(€Mn) | non-controlling interest | |
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 |
Fair value movements in P&L | (11.1) | (1.3) |
Other movements | - | 5.7 |
Currency translation | (6.7) | (2.4) |
December 31, 2025 | 43.8 | 22.9 |
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.
79
(€Mn) | 2025 | 2024 |
Recurring deferred and current tax on: | ||
• Other recurring results | (1.8) | (1.4) |
Non-recurring deferred and current tax on: | ||
• Change in fair value of investment properties and impairment of intangible assets | (155.1) | (30.8) |
• Other non-recurring results | (3.9) | 100.2 |
TOTAL TAX INCOME/(EXPENSE) | (160.8) | 68.1 |
(€Mn) | 2025 | 2024 |
Current tax | (5.7) | 98.8 |
Deferred tax | (155.1) (1) | (30.7) |
TOTAL TAX | (160.8) | 68.1 |
(€Mn) | % | 2025 | % | 2024 |
Reconciliation of effective tax rate | ||||
Result before tax | 192.0 | (401.1) | ||
Income tax using the average tax rate | 26.0% | (49.9) | 25.8% | 103.4 |
Tax exempt profits (REIT- regimes) | 12.5% | (24.0) | (13.5%) | (54.2) |
Non-deductible costs | - | - | - | - |
Effect of non-recognised tax losses | - | - | - | - |
Share of result of companies accounted for using the equity method | (26.2%) | 50.4 | (9.9%) | (39.9) |
Effect of tax provisions | 70.2% | (134.8) | 18.3% | 73.3 |
Other | 1.3% | (2.5) | (3.6%) | (14.4) |
TOTAL TAX | 83.8% | (160.8) | 17.0% | 68.1 |
80
December 31, | |||||
(€Mn) | 2024 | Decrease/Increase | Reclassification | Currency translation | December 31, 2025 |
Deferred tax on investment properties | (84.4) | (143.0) | - | 15,3 | (212.1) |
Deferred tax on intangible assets | (67.9) | (12.1) | - | 8.3 | (71.6) |
TOTAL DEFERRED TAX LIABILITIES | (152.3) | (155.1) | - | 23.6 | (283.7) |
Other deferred tax assets | - | - | - | - | - |
TOTAL DEFERRED TAX ASSETS | - | - | - | - | - |
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 | - | - | - | - | - |
(€Mn) | December 31, 2025 | December 31, 2024 |
Tax loss carry-forwards not recognised | 2,007.9 | 1,942.7 |
TOTAL UNRECOGNISED TAX-BASIS | 2,007.9 | 1,942.7 |
(€Mn) | December 31, 2025 | December 31, 2024 |
2026 | - | - |
2027 | 80.8 | 91.4 |
2028 | 149.5 | 169.0 |
2029 | 16.9 | - |
2030 | 128.9 | - |
2031 | - | - |
Unlimited | 1,631.8 | 1,682.3 |
TOTAL | 2,007.9 | 1,942.7 |
81
(€Mn) | December 31, 2024 | Allocations | Reversals used | Reversals not used | Currency translation | December 31, 2025 |
Non-current provisions | 10.9 | - | - | - | (1.3) | 9.6 |
Current provisions | 0.1 | - | - | (0.1) | - | - |
Total | 11.0 | - | - | (0.1) | (1.3) | 9.6 |
(€Mn) | December 31, 2025 | December 31, 2024 |
Tax and social liabilities (1) | 48.4 | 52.8 |
Other liabilities (2) | 37.7 | 68.7 |
TOTAL OTHER CURRENT LIABILITIES | 86.1 | 121.4 |
NOTE 12 ● AMOUNTS DUE ON INVESTMENTS
As at December 31, 2025, the non-current amounts due on investments are €1.2 Mn (December 31, 2024: €1.7 Mn) and the current amounts due
on investments are €35.1 Mn (December 31, 2024: €47.2 Mn). The current amounts due on investments relates mainly to payables on projects of
Montgomery €12.3 Mn and Galeria at Roseville €7.9 Mn. Remaining amounts relate to several projects.
NOTE 13 ● EMPLOYEE REMUNERATION AND BENEFITS
82
Regions | 2025 | 2024 |
United States | 307 | 334 |
The Netherlands | 3 | 4 |
TOTAL | 310 | 338 |
(€Mn) | 2025 | 2024 |
Fixed income | 45.6 | 50.7 |
Short-Term Incentive | 11.3 | 13.4 |
Long-Term incentive | 2.6 | 2.6 |
Other benefits | 5.2 | 5.6 |
TOTAL | 64.6 | 72.3 |
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) |
2025 plan | From 07/03/2028 to | 72.21 | 84,959 | 205 | - | 84,754 |
07/03/2033 | ||||||
2024 plan | From 07/03/2027 to | 64.10 | 72,353 | 7,218 | - | 65,135 |
07/03/2032 | ||||||
2023 plan | From 13/03/2026 to | 55.53 | 139,754 | 25,893 | - | 113,861 |
08/03/2031 | ||||||
2022 plan | From 10/03/2025 to | 61.64 | 180,637 | 86,015 | 18,266 | 76,356 |
08/03/2030 | ||||||
2021 plan | From 18/05/2024 to | 64.17 | 200,764 | 117,052 | 20,683 | 63,029 |
19/05/2029 | ||||||
2020 plan | From 22/03/2023 to | 85.08 | 178,557 | 121,649 | 6,140 | 50,768 |
21/03/2028 | ||||||
2019 plan | From 20/03/2022 to | 133,64 | 155,420 | 65,345 | - | 90,075 |
19/03/2027 | ||||||
TOTAL | 1,012,444 | 423,377 | 45,089 | 543,978 |
83
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, 2025 | 72,848 | - | - | 72,848 |
March 7, 2024 | 61,952 | 6,146 | - | 55,806 |
March 13, 2023 | 83,288 | 15,255 | - | 68,033 |
TOTAL | 218,088 | 21,401 | - | 196,687 |
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 |
March 7, 2025 | 12,111 | 205 | - | 11,906 |
March 7, 2024 | 10,401 | 1,072 | - | 9,329 |
March 13, 2023 | 14,825 | 2,576 | 439 | 11,810 |
TOTAL | 37,337 | 3,853 | 439 | 33,045 |
(K€) Paid in: | 2025 | 2024 |
Fixed Income | 3,455 | 3,512 |
Short-Term Incentive | 2,673 | 2,666 |
Pension | 244 | 347 |
Other benefits (1) | 488 | 1,447 |
Share-based payment | 1,447 | 1,388 |
TOTAL | 8,304 | 9,360 |
84
NOTE 14 ● SHARE CAPITAL AND DIVIDENDS
14.2 NUMBER OF SHARES
Total number of issued and | |
| paid shares | |
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 |
Capital increase reserved for URW Group Savings Plan | 122,785 |
Shares granted | 605,890 |
As at December 31, 2025 | 240,456,537 |
2025 | 2024 | |
Average number of shares (undiluted) | 240,224,462 | 233,018,753 |
Dilutive impact | ||
Potential shares via stock options (1) | 768,688 | 250,931 |
Attributed performance shares (unvested) (1) | 1,604,451 | 1,378,158 |
AVERAGE NUMBER OF SHARES (DILUTED) | 242,597,601 | 234,647,842 |
85
Potential | ||||||||
Adjusted | Number of | Adjustments | Number of | Number of | additional | |||
subscription | options | in number of | options | options | number of | |||
Plan | Exercise period (1) | price (€) (2) | granted (2),(3) | options | cancelled | exercised | shares (3) | |
| 2018 plan (n°9) | 2018 | From 06/03/2022 to | 184.55 | 649,255 | - | 649,255 | - | - |
05/03/2025 | ||||||||
2019 plan (n°10) | 2019 | From 20/03/2022 to | 133.64 | 809,800 | - | 363,505 | - | 446,295 |
19/03/2026 | ||||||||
2020 plan (n°11) | 2020 | From 22/03/2023 to | 85.08 | 929,559 | - | 675,654 | 22,709 | 231,196 |
21/03/2027 | ||||||||
2021 plan (n°12) | 2021 | From 19/05/2024 to | 64.17 | 1,015,062 | - | 573,195 | 116,469 | 325,398 |
18/05/2029 | ||||||||
2022 plan (n°13) | 2022 | From 09/03/2025 to | 61.64 | 1,226,789 | - | 609,334 | 129,361 | 488,094 |
08/03/2030 | ||||||||
2023 plan (n°14) | 2023 | From 13/03/2026 to | 54.53 | 886,975 | - | 136,104 | 141 | 750,730 |
13/03/2031 | ||||||||
2024 plan (n°15) | 2024 | From 07/03/2027 to | 64.10 | 548,111 | - | 67,807 | 173 | 480,131 |
08/03/2032 | ||||||||
2025 plan (n°16) | 2025 | From 07/03/2028 to | 72.21 | 633,147 | - | 49,381 | - | 583,766 |
08/03/2033 | ||||||||
TOTAL | 6,698,698 | - | 3,124,235 | 268,853 | 3,305,610 |
Number of performance | Number of performance | Number of performance | Potential additional | |
Starting date of the vesting period (1) | shares allocated (2) | shares cancelled | shares acquired | number of shares (3) |
March 2023 | 497,080 | 69,920 | - | 427,160 |
March 2024 | 441,085 | 52,716 | - | 388,369 |
March 2025 | 511,495 | 44,591 | - | 466,904 |
TOTAL | 1,449,660 | 167,227 | - | 1,282,433 |
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 | 141,283 | 28,673 | 580 | 112,030 |
March 2024 | 107,026 | 13,727 | 173 | 93,126 |
March 2025 | 121,652 | 4,790 | - | 116,862 |
TOTAL | 369,961 | 47,190 | 753 | 322,018 |
14.4 DIVIDENDS
No dividends were declared or paid during the reporting period.
December 31, | December 31, | |||||
Commitments given (€Mn) | Description | Maturities | 2025 | 2024 | ||
1a) Commitments related to Group financing – Commitments given by fully consolidated entities | 1,366.2 | 1,611.1 | ||||
Financial guarantees given | • Mortgages and first lien lenders | 2026 | 1,302.4 | 1,475.7 | ||
| • Guarantees relating to entities under equity method | ||||||
Financial guarantees given | or not consolidated⁽¹⁾ | 2026 | to 2027 | 63.8 | 135.5 | |
1b) Commitments related to Group financing – Commitments given by entity under equity method | 325.4 | 486.9 | ||||
Financial guarantees given | • Mortgages and first lien lenders⁽ 2 ⁾ | 2025 | to 2031 | 325.4 | 486.9 | |
2a) Commitments related to Group operational activities – Fully consolidated | 1.0 | 1.0 | ||||
• | Rental of premises and equipment (lease payable) | 2025+ | 1.0 | 1.0 | ||
2b) Commitments related to Group operational activities – Entity under equity method | 2.6 | 15.4 | ||||
• | Residual commitments for works contracts and | 2025+ | 1.7 | |||
forward purchase agreements | 14.3 | |||||
• Rental of premises and equipment (lease payable) | 2025+ | 0.9 | 1.1 | |||
TOTAL COMMITMENTS GIVEN | 1,695.3 | 2,114.4 | ||||
December 31, December 31, | |||||
Commitments received (€Mn) | Description | Maturities | 2025 | 2024 | |
1) Commitments related to Group financing | |||||
Financial guarantees received | • | Refinancing agreements obtained but not used | 2026+ | 32.3 | 24.1 |
2a) Commitments related to Group operational activities – Fully consolidated | |||||
Other contractual commitments received related to operations | • | Future minimal rents | 2026+ | 1,103.3 | 1,032.2 |
2a) Commitments related to Group operational activities – Entity under equity method | |||||
Other contractual commitments received related to operations | • | Future minimal rents | 2026+ | 875.4 | 928.7 |
| 2,011.0 | 1,985.0 | ||||
TOTAL COMMITMENTS RECEIVED |
86
87
% interest | % control | % interest | |||
December 31, | December | December 31, | |||
List of the main consolidated companies | Country | Method (1) | 2025 | 31, 2025 | 2024 |
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 | 100.00 |
Wheaton Plaza Regional Shopping Center LLC | United States | FC | 100.00 | 100.00 | - |
88
% interest | % control | % interest | |||
December 31, | December | December 31, | |||
List of the main JV accounted on equity method (2) | Country | Method (1) | 2025 | 31, 2025 | 2024 |
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 |
Culver City Mall LLC | United States | EM-JV | 55.00 | 55.00 | 55.00 |
Wheaton Plaza Regional Shopping Center LLC | United States | - | - | - | 52.60 |
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
On February 3, 2026 the Group received a payment from Rouse of approximately $55 Mn in connection with the redemption request of preferred
shares held by a subsidiary of URW NV.
Unibail-Rodamco-Westfield (“the URW Group”) announces its intention to present to the 2026 Annual General Meetings of Unibail-Rodamco-
Westfield SE and Unibail-Rodamco-Westfield N.V. a proposal for an internal reorganisation designed to simplify the URW Group’s legal structure
through the de-stapling of the URW Group’s stapled shares.
The proposed transaction would result in URW SE becoming the sole listed entity, fully holding US activities. This simplification is expected to
streamline governance and operations, enhance transparency, and generate recurring cost savings. The contemplated reorganisation would
maintain shareholders’ existing economic rights and would not change the URW Group’s strategy, distribution policy, or financial objectives, nor
impact trading conditions.
Subject to shareholder approval, completion is anticipated by late Q2 2026. Additional information is available on the URW Group’s website:
Annual General Meetings | URW.
89
3.3. COMPANY ONLY FINANCIAL STATEMENTS AS AT DECEMBER
31, 2025
3.3.1. COMPANY BALANCE SHEET AS AT DECEMBER 31, 2025
(€ thousands)
Notes
December 31,
2025
December 31,
2024
ASSETS
Property, plant and equipment
-
24
Investments in subsidiaries
4
2,594,256
2,880,367
Derivatives
9
11,046
41,387
Total non-current assets
2,605,302
2,921,778
Receivables
5
19,151
16,728
Cash and cash equivalents
6
5,904
7,168
Total current assets
25,055
23,896
TOTAL ASSETS
2,630,357
2,945,674
LIABILITIES AND EQUITY
Shareholders’ equity
7
Share capital
120,221
119,821
Additional paid-in capital
2,241,152
2,241,352
Additional paid-in capital B-Shares
7
3,893,831
3,893,831
Foreign currency translation reserve
9,471
346,393
Revaluation reserve
30,922
66,742
Retained earnings
(4,017,044)
(3,777,164)
Capital securities
2,000
2,000
Result for the period
39,850
(275,500)
Total equity
2,320,403
2,617,475
Borrowings and financial liabilities
8
277,244
264,760
Derivatives
9
13,500
42,705
Total non-current liabilities
290,744
307,465
Amounts due to suppliers
155
21
Other liabilities
10
19,056
20,755
Total current liabilities
19,211
20,734
Total liabilities
309,955
328,199
TOTAL EQUITY AND LIABILITIES
2,630,357
2,945,674
3.3.2. COMPANY INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2025
(€ thousands)
Notes
2025
2024
Other income
2,490
2,575
1 – TOTAL OPERATING INCOME
2,490
2,575
Administrative expenses
11
(3,392)
(7,158)
2 – TOTAL OPERATING EXPENSES
(3,392)
(7,158)
Financial income
80,580
101,724
Financial expenses
(90,817)
(111,268)
3 – FINANCIAL RESULT
12
(10,237)
(9,544)
4 –RESULT BEFORE TAX
(11,139)
(14,127)
Income tax
13
-
-
Result from subsidiaries
14
50,989
(261,327)
5 – NET RESULT AFTER TAX
39,850
(275,455)
90
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. 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
Rembrandtweg 41, Amstelveen 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 2025 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, 2024, to December 31, 2024.
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.
NOTE 4 ● INVESTMENTS IN SUBSIDIARIES
2025 CHANGE
(€ thousands)
December 31, 2024
Direct equity
movement
Exchange
difference Dividends Investments
Result from
subsidiaries after tax
December 31, 2025
Group subsidiary investments
2,880,367
-
(337,100)
-
-
50,989
2,594,256
TOTAL
2,880,367
-
(337,100)
-
-
50,989
2,594,256
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
91
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, 2024:
€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, 2025
Capital held %
December 31, 2024
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, 2025
December 31, 2024
Receivable from URW SE
15,626
16,417
Receivable from group companies
2,856
260
VAT receivables
185
49
Other receivables
484
2
TOTAL
19,151
16,728
The receivable from URW SE relates to the interest receivable on the swaps and there is no significant ECL allowance as at December 31, 2025
(December 31, 2024: 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.
92
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,
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
-
-
-
-
135,100
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
Net result
-
-
-
-
-
-
39,850
-
39,850
Other comprehensive income
-
-
-
(337,100)
-
-
-
-
(337,100)
Increase in capital 400
(200)
-
-
-
-
-
-
200
Appropriation of result
-
-
-
-
-
(275,500)
275,500
-
-
Changes in scope of consol. and
other movements
-
-
-
178
(35,820)
35,620
-
-
-
EQUITY AS AT DECEMBER 31,
2025
120,221
2,241,152
3,893,831
9,471
30,922
(4,017,044)
39,850
2,000
2,320,403
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, 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
Shares granted
605,890
Capital increase reserved for URW Company Savings Plan
122,785
As at December 31, 2025
240,456,537
(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, 2025, amounts to €550 Mn divided over 660 million ordinary class A shares and
440 million class B shares of €0.50 per share.
The issued and paid-up share capital amounts to €120.2 Mn, formed by 143,358,222 ordinary A shares and 97,098,315 ordinary B shares as at
December 31, 2025. 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).
93
SHARE PREMIUM
Share premium is paid up share capital in excess of nominal value. The amount of share premium is €6,135.0 Mn as at December 31, 2025
(December 31, 2024: €6,135.1 Mn).
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 2025.
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 -€35.8 Mn (December 31, 2024 was -€8.2 Mn).
UNAPPROPRIATED RESULT
The Management Board proposes, with consent of the Supervisory Board, to the General Meeting to appropriate the result after tax for 2025 as
follows: to add the positive result of €39.9 Mn (December 2024:-€275.5 Mn) to the retained earnings.
NOTE 8 ● BORROWINGS AND FINANCIAL LIABILITIES
(€ thousands)
December 31,
2024
Additional
loans
Loans
decrease
Reclass
Amortisation
December 31,
2025
Debt to URW SE
265,645
14,015
-
(1,534)
-
278,126
Charges and premiums on issues of borrowing with URW SE
(885)
-
(2)
-
-
(883)
TOTAL
264,760
14,015
(2)
(1,534)
-
277,244
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, 2025
(December 31, 2024: €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, 2025, the drawn down amounts are December 31, 2025: €165.3 Mn (December 31, 2024: €153.6 Mn) and December 31, 2025: $19.2 Mn (€156.4
Mn) (December 31, 2024: €16.0 Mn) respectively.
Total charges and premiums on issues of borrowings with URW SE amounts €0.1 Mn as at December 31, 2025 (December 31, 2024: €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.
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.
The carrying amount and fair value of fixed interest rate borrowings and financial liabilities are as follows:
(€ thousands)
December 31, 2025
December 31, 2024
Carrying value
Fair value
Carrying value
Fair value
€35.8 Mn debt to URW SE
35,800
37,249
35,800
35,118
TOTAL
35,800
37,249
35,800
35,118
(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
The 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.
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NOTE 9 ● DERIVATIVES
(€ thousands)
December 31, 2024
Fair value adjustments of
derivatives
(1)
Acquisitions/
Disposals
December 31, 2025
Assets
Derivatives at fair value non-current
41,387
(24,870)
(5,471)
11,046
• Fair value hedge
41,387
(24,871)
(5,471)
11,046
Liabilities
Derivatives at fair value non-current
(42,705)
29,205
-
(13,500)
• Fair value hedge
(42,705)
29.205
-
(13,500)
NET
(1,318)
4,335
(5,471)
(2,454)
(1) This amount includes the currency translation of -€200k, reference to note 8.4 Derivative instruments.
In the year ended December 31, 2025 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, 2025
December 31, 2024
Penalty on loan conversion
133
1,033
Payable due to URW SE
10,618
12,381
Payable due to group companies
7,267
4,404
Tax and social security liabilities
291
200
Other liabilities
-
210
Accruals
747
2,527
TOTAL
19,056
20,755
NOTE 11 ● ADMINISTRATIVE EXPENSES
(€ thousands)
2025
2024
Wages and salaries
399
545
Social security charges
93
124
Pension charges
42
48
Audit and advisory fees
723
715
Office costs
140
144
Other general costs
900
760
Depreciation charge
23
10
Abortive purchase cost
1,072
4,812
TOTAL
3,392
7,158
During the 2025 financial year, the average number of staff employed by the Company amounted to 3 (2024: 5). None were employed outside
the Netherlands.
NOTE 12 ● FINANCIAL RESULT
FINANCIAL INCOME
(€ thousands)
2025
2024
Interest income on caps and swaps
(1)
80,580
101,774
Fair value of derivatives
-
(50)
TOTAL
80,580
101,724
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FINANCIAL EXPENSES
(€ thousands)
2025
2024
Interest expense on caps and swaps
(79,331)
(97,916)
Interest on borrowings
(11,361)
(13,012)
Expenses on borrowings
3
(230)
USD foreign exchange loss
445
191
Result on unwinding of swaps
(228)
-
Fair value of derivatives
(345)
(301)
TOTAL
(90,817)
(111,268)
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 €50.9 Mn (December 31, 2024: -€261.3 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 2025 services are specified as follows:
2025
Deloitte | Other Deloitte | Other EY | Other PWC | ||
(€ thousands) | Netherlands | Network | Network | network | 2025 |
| 449.5 | 1,386.3 | 112.5 | - | ||
Audit of the consolidated financial statements (1) | 1,948.3 | ||||
Other assurance services (2) | 208.2 | 219.0 | 4.8 | - | 431.9 |
Non- audit services (3) | - | - | 657.2 | 179.2 | 836.4 |
TOTAL | 657,6 | 1,605.3 | 774.4 | 179.2 | 3,216.5 |
(1) The controlled companies correspond to the fully consolidated companies as well as the jointly controlled companies.
(2) The amounts correspond to review of condensed consolidated interim financial information, 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.
2024
Deloitte | Other Deloitte | Other EY | Other PWC | ||
(€ thousands) | Netherlands | Network | Network | network | 2024 |
| 418.5 | 1,255.6 | 219.9 | - | ||
Audit of the consolidated financial statements (1) | 1,894.0 | ||||
Other assurance services (2) | 143.2 | - | 10.3 | - | 153.5 |
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 review of condensed consolidated interim financial information, 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 2025 was €2,524,125 and for more details reference is made to chapter
2.3.2 of this annual report. The Supervisory Board received a total remuneration of €257,500 (paid to 2 out of 5 members) and for more details
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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, 2025.
NOTE 19 ● SUBSEQUENT EVENTS
Please refer to note 17 of the consolidated financial statements.
Schiphol, March 25, 2025
Management Board Supervisory Board
D. Lowe V. Rouget
G. Sieben C. Pourre
A. Taireh
F. Mouchel
J.L. Laurens
97
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 2025 included in the annual report
Our opinion
We have audited the financial statements 2025 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 2025, and of its result and its cash flows for 2025 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 2025, and of its result for 2025 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 2025
.
2. The following statements for 2025: 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 2025.
2. The company income statement for 2025.
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.
98
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).
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
€88 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 € 4.4 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 and 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.
99
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.
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 obtained an understanding of the entity’s
financial reporting process and controls over journal
entries and other adjustments, and the suitability of
design and implementation of such controls.
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 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.
100
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
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
Reference is made to the section ‘Our key audit
matters’ for our performed audit procedures.
101
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.
Risk of incorrect recognition of disposals of
investment properties
In 2025 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.
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 are
not 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.
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.
102
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 the entity’s liquidity needs for the next 12
months are covered by the available undrawn credit lines, cash on-hand as well as by the cross-guarantees
granted within the URW group. The announced intention (see 1.8 Post Closing Events) to present to the 2026
Annual General Meetings of Unibail-Rodamco-Westfield SE and Unibail-Rodamco-Westfield N.V. a proposal for
an internal reorganisation designed to simplify the URW Group’s legal structure did not have an effect on the
conclusion to prepare the financial information (based on IFRS) under the going concern principle for the year
ended December 31, 2025. Based on that the company believes that it will be able to meet its commitments as
and when they fall due, therefore it is appropriate to prepare the financial statements on a going concern basis.
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 identify 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.
• In our evaluation of management’s assessment, we have considered all relevant information of which
we are aware as a result of the audit.
103
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 2025, Unibail-Rodamco-
Westfield N.V. held a direct portfolio of investment
property with a fair value of €4,611.7 million (31
December 2024: €4,920.7 million) and an indirect
real estate portfolio with a fair value of €3,876.4
million (31 December 2024: €4,454.6 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.
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.
104
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
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
bandwidth of valuation uncertainty in which a
valuation can been seen reasonable in the light of
IFRS 13.
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.
Valuation (including impairment testing) of
acquired intangible assets
Refer to note 6.3 to the consolidated financial
statements.
As at 31 December 2025, Unibail-Rodamco-
Westfield N.V. held a total of €277.8 million
intangible assets (31 December 2024: €268.0
million) of which €275.7 million relates to the
Westfield Trademark for flagship center’s (31
December 2024: €261.4 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 2025, a reversal of impairment of €46.4
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.
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.
105
Under IAS 36 an asset is impaired when its 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
them. This means that the outcome of the
assessment has a fairly large measure of estimation
uncertainty and as a result a fairly large bandwidth
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.
• 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.
Accounting for financial liabilities including
derivatives
As at December 31, 2025, Unibail-Rodamco-
Westfield N.V. had total liabilities of €6,994.8
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
€375,8 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 (€2,573.9 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 €11.0
million (asset) and €13.5 million (liability).
The fair value adjustments of derivatives amount to
€0.4 million negative (net).
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.
106
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.
• 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.
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.
• Risk factors.
• Information on the Company, shareholding and the share capital.
• Additional information.
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 and Articles 135b and 145(2) 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, Article 135b(7) 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 and the remuneration report in accordance with Articles 135b and
145(2) of Book 2 of the Dutch Civil Code.
107
Report on other legal and regulatory requirements and ESEF
Engagement
We were engaged by the annual meeting of shareholders 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.
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.
108
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:
• 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.
109
• 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, 25 March 2026
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. Asset Management, Operations, Human Resources/IT, and Finance. 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’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
INVESTMENT AND 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.
INTERNAL AUDIT
INVESTMENT/DIVESTMENT
ASSET
AND CONVENTION
CONSTRUCTION
REFURBISHMENT
112
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). It mainly focuses on property leasing, implementation/monitoring of the 5-year business plan and property
management, including security and technical maintenance (facility management).
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 Audit Committee (“AC”) and the Supervisory Board (“SB”) in 2025 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 of the mitigation measures 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.
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 2025 Sustainability Report.
Below is an illustration of key ERM responsibilities.
OVERVIEW OF ERM KEY RESPONSIBILITIES
Governance enhances and supports 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
47
:
(*) NV included in URW Group Consolidated Risk Report
(**) URW Group Risk Committee consolidates URW NV risk report
The responsibilities of the governance levels are summarised below.
Supervisory Board
• Provides strategic oversight of the risk framework; and
• Monitors and challenges the strategic decisions and risk reports.
Audit Committee
• Reviews detailed oversight of the risk framework;
• Reviews reports on risk processes and internal controls;
• Verifies that audit plans address key risk areas; and
• Reviews or recommends the risk deep-dive programme.
Management Board
• Owns the relevant risks;
• Approves the risk mapping and attend the regional risk management committee;
• Initiates the risk mapping reviews; and
• Provides risk summaries to cross-reference against Group risk mapping.
Central to the URW NV ERM Framework is the URW NV US Risk Management Committee (“RMC”). Composed primarily of the Management Board
(“MB”) and 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.
47
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 responsibilities of the RMC include:
• Supports 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;
• Head of Legal URW NV;
• Group Director of Insurances (if required); and
• Risk Owners if required.
The RMC met twice in 2025, the MB members attended both meetings, to review and discuss the risk mapping. 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.
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 2025. 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.
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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
48
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.
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.
For more information on the annual declaration on internal risk management and control systems, please refer to section 1.7.
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)
49
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.
48
Previous terminology was Climate Change & Societal, now both covered under “Sustainability”.
49
The AMF is also a reference for URW Group.
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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 at key stages of the annual review process.
Given the ongoing geopolitical and macro-economic conditions, including the threat of deepening 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. In addition, growing social and political instability in some countries
where the URW Group operates may significantly affect consumption, security, financing, capital markets and investor appetite.
In light of the uncertain evolution of the international geopolitical situation arising from the armed conflict in the Middle East, the Group's risk
mapping and/or the assessment of those risks may deteriorate rapidly due to major economic, financial and social impacts – whether identified
or not – stemming from the conflict or from any potential escalation. Such impacts could have a potentially significant adverse effect on the
Group's activities, financial forecast, and announced strategy.
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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 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 on December 5, 2025
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
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
Operational resilience and major incidents
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 a unique network of dominant flagship retail destinations in the best cities, any medium to long-term deterioration in economic
conditions or demographics, 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.
The retail sector has experienced continued evolution of trends over the last 5 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. The Group expects the emergence of artificial intelligence ("AI") to
confirm this trend. 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 efficiency is a key driver 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 sustainability strategies and initiatives could have a negative reputational impact with the potential to
affect sales and profitability.
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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. In addition, the tariffs and trade wars could impact retailer strategies, disrupt supply chains, pause investments and
marketing campaigns, as well as any new commitments.
Main risk factors
Main risk management measures
• Failure to adapt the Group’s strategy to evolve with the
consumer trends, catchment needs
and demographic
(ecommerce, AI agentic commerce, sustainability,
entertainment, mixed use offerings etc.);
• 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 in line with business plan; and
• Failure to deliver internal 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 strategy, with enhanced digital tools to grow audience and
retailer visibility;
• 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);
• Disposal of non-core or non-competitive assets in accordance with the divestment
programme;
• Globalisation of the marketing strategy to leverage the Westfield brand;
• Leasing 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);
• 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 commercial partnerships strategy (Westfield Rise) in place with new
dedicated business unit and new organisation/approach;
• The Westfield Rise 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 as part of the Better Places sustainability roadmap,
with strategy to expand to all eligible revenues by 2027.
B. 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. Improper investment and divestment
strategy/decisions could have an adverse impact on asset performance, brand reputation and growth prospects. For indicative sensitivity
regarding the evolution of URW’s shopping centre asset values, please refer to Chapter 3, section 4.1.4.
The Group remains cautious of the ever-evolving macroeconomic environment. A rise in inflation and interest rates could impact investor appetite
and capital markets, potentially hindering the Group’s ability to deliver its capital allocation strategy.
Main risk factors
Main risk management measures
• Inappropriate capital allocation strategy, decisions and governance;
• Improper asset valuations/ inaccurate financial performance forecast.
• Group decision-making process that actively involves both the MB and SB
for major projects based on internal rules and corporate charters;
• Dedicated approval process for proposed transactions;
•
Thresholds set and agreed by MB/SB (capex, returns, targets on
acquisitions, yield on cost for refurbishment projects etc.)
• Strategic mapping of the Group’s portfolio with asset-by-asset action
plan/roadmap;
• Regular market analysis to understand current trends and market
dynamics;
• Recurring strategic review between MB and SB to ensure full alignment
on Group strategy.
C. Refurbishment and construction
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 an opportunity to
capture or protect market share in the relevant markets and to create a flagship and mixed-use model to distinguish URW from the competition
in the industry, it also implies a number of risks that can significantly impact the project’s expected financial returns and timeline, as well as
reputation.
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These risks include underperforming leasing, project cost-overruns, compliance with time-schedules, obtaining timely administrative
authorisations (, 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.
The Group’s joint venture and capital-light strategy, often joining with strategic capital partners prior to launching projects, reduces the capital
allocation on the balance sheet of the Group, while leveraging existing projects. Whilst this reduces the Group’s risk exposure on the balance
sheet, it can increase the risk of securing project approval and other timely approvals required from joint-venture partners and co-owners.
In addition, with the URW Group’s sustainability ambitions core to the business, there is strong focus on regeneration of centres, refitting,
recycling, biodiversity etc. and delivering the targets set in the ‘Better Places’ Sustainability Roadmap. 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.
Main risk factors
Main risk management measures
• Failure to obtain definitive administrative authorizations or other
required stakeholder authorizations (including joint-venture partners);
• Failure to meet targets in terms of cost, timescales and quality;
• Inability to attract essential tenants or underperforming the leasing
assumptions;
• Inability to handle complexity / ensure effective project management
• Failure to set or achieve ESG targets; and
• Inability to retain human resource requirements at the right level and
key talents across the pipeline; and
• Non-
compliance with internal development strategy, investment
decision and development process.
• 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
group strategy in terms of purpose and capital allocation and (ii) the local
market;
• Strong and disciplined control of CAPEX spending in line with the Group’s 'A
Platform for Growth' business plan 2025-2028 announced in May 2025;
• The Group’s project approval process is split into 2 parts – 1 on product,
market and commercial underwriting (development, financial risks and
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 Group
milestones 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 is built into development, design and construction processes
and mapping;
• Better 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.
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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 50 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, reputational 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.
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, and personal data breached and disruption of processes
• Strong governance involving IT, risk management, legal, internal audit,
business stakeholders and management to review IT activities and
investment, 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, 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 Privacy Act (“CCPA”) Data Breach notification
process;
• A business impact assessment 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
• 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.
• Managed/controlled integration of artificial intelligence in core URW
Group processes.
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 URW is subject
to continuous (re)financing requirements inherent to its business model and capital structure . These needs encompass maturing debt financing,
funding for the refurbishment pipeline and construction activities, large-scale capital improvement and maintenance projects for standing assets,
and other potential operational financing needs.
In this context, URW is exposed to macroeconomic 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 performance on URW Group’s credit rating must be monitored closely, as a downgrade could negatively influence 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 environmental, social and
governance (“ESG”) rating criteria, recognising these as emerging risks that may affect its access to liquidity.
For 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
• 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 and debt maturities.
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;
• 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;
• €11.4 Bn of liquidity
64
as at December 2025 including €8.7 Bn of undrawn
credit facilities and €2.7 Bn
64
of cash on hand;
• 2 solicited ratings in place as at December 2025: Standard & Poor’s rating
standing at BBB+ with stable outlook and Moody’s rating standing at Baa2
with positive outlook;
• The Group maintains regular dialogue with these rating agencies with a
proactive monitoring of credit metrics;
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- 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.
• Strong and disciplined control of CAPEX spending in line with the Group’s
‘A platform for Growth’ business plan 2025-2028 announced in May
2025;
• Active reduction of general expenses and deferring of non-essential
CAPEX; and
• Diversification of funding sources and counterparties.
• Rising cost of access to funds due to increase in spreads, change of rating,
appeal of the company/its sector for investors (debt and equity) or banks,
dramatic increase in interest rates, adverse currency movements, or
disruption and volatility of capital markets.
Notably, 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 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 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;
•
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.
• 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;
• €11.4 bn of liquidity
50
as at December 2025 including €8.7 Bn of undrawn
credit facilities
51
and €2.7 Bn of cash on hand at URW Group level; 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.
50
On an IFRS basis
51
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.
The current economic uncertainty and possible government shortfalls could lead to renewed challenges of REIT regimes and potential increases
in taxes generally, such as creating exceptional tax surcharges or taxes on the buy-back of shares, increased compliance with distributions
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;
• New or evolving tax laws (such as property tax or business rates) and
REIT requirements;
• Improper classification of income;
• Exceeding allowable non-qualifying income; and
• Failure on tax determination, reporting, tax remittance (other than
theoretical disagreement); and
• Complexity and reporting requirements are increasing.
• 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 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 some risks related to recruitment, retention and succession of talent. 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;
• “Levelling” system to better support career evolution and ensure fair
compensation for every role;
• Maintaining its highly successful graduate programme to attract high
potential employees;
• Structured and comprehensive compensation and benefits packages;
• Long-term incentive programme to increase retention attractiveness;
• Engagement surveys assess employee sentiment and suggestions for
improvement;
• Ambitious people-oriented policies on, wellbeing, diversity and inclusion, and
a sustainable work environment;
• Permanent learning and development opportunities (e.g. international
mobility, cross-functional mobility;
• URW Group Global talent review process 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 process, 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.
123
B. Sustainability risks
Considering the size of its tangible assets portfolio, URW Group places sustainability risks at the heart of its strategy with an integrated
commitment to make sustainability a core part of the URW business.
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.
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 (standing and development), 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.
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 information on the related sustainability policies, please refer to section 3.2 Sustainability Statement in the URW Group 2025 Sustainability
Report.
For more details on natural disasters, please refer to Section 4.2.2.4, Subsection A 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. Operational resilience and major incidents
The URW Group welcomes over 900,000 visitors globally across its assets, placing a significant duty of care on the Group to ensure guest safety
and operational continuity. The Group’s properties are exposed to a wide range of external local threats, including terrorism, violent crime,
protest and industrial action, which are further amplified by the geopolitical environment. The Westfield brand's visibility and the iconic nature
of certain assets increase the likelihood or risk of targeted incidents.
Extreme weather events such as storms, flash floods, heatwaves, and wildfires, are becoming more frequent and severe, with potential to disrupt
operations directly or through broader regional impacts. While URW secures key insurance coverage for these risks, certain high-impact events
such as an earthquake in California, could exceed cover limits, resulting in financial exposure.
Failure to effectively manage these risks through robust and resilient response framework could lead to operational disruption, reputational
damage and adverse financial consequences.
Main risk factors
Main risk management measures
• Failure to monitor and anticipate security risks and protect URW’s assets
from security incidents;
• Failure to adequately prepare and respond to crisis incidents;
• Failure to plan and prepare for a prolonged business interruption in a
URW asset;
• Failure to implement processes that mitigate and manage the impact of
any natural disasters (earthquake, flooding, climate change related
significant natural events, and uninsured risks).
• 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 and Business Continuity Policies and framework
including handbooks and business continuity plans for all assets;
• Annual crisis training and exercise campaigns;
• Periodic assessment of assets most exposed to natural disasters (coastal
flooding, flash floods, heatwaves, storms and earthquakes)
to validate response plans;
• 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;
• Each centre in a natural catastrophe zone conducts emergency
preparedness drills each year;
• Key insurance cover for major natural disasters and extreme weather
events; and
•
Pandemic Response Plan.
124
B. Health and safety
As property owner and operator, URW NV is responsibile for ensuring the safety and wellbeing of its guests, tenants, contractors and employees.
Health and safety risks encompass a wide range of potential issues. For refurbishment projects, risks are heightened due to the complexities of
working with existing structures, where the presence of heavy machinery, working at height, temporary structures, and evolving site conditions
can pose significant hazards. For operating assets, risks may arise from ageing infrastructure, tenant activities and maintenance works taking
place in the public domain.
Poor H&S culture and a lack of a Group-wide H&S Management System can lead to accidents, delays, project stoppages and regulatory non-
compliance resulting in serious injury or loss of life, reputational damage, increased insurance costs, enforcement actions by regulatory bodies,
financial penalties and compensation claims from employees or other injured persons.
Main risk factors
Main risk management measures
• Failure to prevent and mitigate H&S incidents at URW locations;
• Failure to comply with H&S laws, regulations and polices.
General:
• URW Group H&S Statement which sets out H&S policies procedures and
activities; and
• Qualified external auditors with proper knowledge of the assets and local
regulations (affecting retail and refurbishments)
For retail assets:
• Annual third-party audit conducted on assets to verify regulatory
compliance with health and safety laws and regulations;
• Formal monthly verification that contractor’s health and safety
procedures are appropriate and that their staff have the proper licenses,
equipment & training;
• Maintenance and inspection conducted by third-party contractors of all
relevant equipment subject to regulation; and
• Fire safety systems are routinely inspected as required by local fire
regulations.
For refurbishment and construction:
• Involvement of URW Group Director of Construction at the earliest stages
of projects;
• Site health and safety Inspections are carried out by specialists appointed
by URW;
• Competent appointment of designers and contractors; and
• Adherence to URW obligations and local / regional laws and regulations
included directly into contract agreements with contractors.
4.2.2.5. CATEGORY #5: LEGAL AND REGULATORY RISKS
A. Regulatory, compliance and fraud
URW NV 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, artificial intelligence,
anti-bribery and corruption, money laundering, and financial and securities markets. As such, the risk of failing to detect, anticipate, challenge,
implement and comply with new and evolving 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 : 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.
• URW Group /local public affairs strategy with stakeholder mapping and
interaction with public authorities and sector professional organisations;
• 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.
• Failure to prevent or mitigate material negative impact of any regulatory
investigations and/or litigation: in the normal course of business
• Internal alert process to inform the URW Group General Counsel,
recurring reporting on (potential) material litigations and escalation
process for litigation strategy;
125
activities, the Group could be subject to legal, administrative, arbitral
and/or regulatory proceedings.
• Claims management legal support 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 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-defined 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 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’s reputation.
• The URW 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);
• Signed data processing agreements with major IT contracts service
provider on behalf of URW; and
• Processes and registers were implemented.
• Non-compliance with international/national anti-corruption and
influence peddling regulations:
- As a global company, URW 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);
- 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.
• A rigorous “zero tolerance” principle based on an effective Anti-
Corruption Programme (“ACP”) applicable in all entities controlled by the
URW Group (based on the 8 pillars of the French Sapin II Law). In addition,
the ACP incorporates provisions of intern
ational conventions and
national laws and regulations applicable to URW Group’s business
activities;
• 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 anti-
corruption classroom training for most exposed
departments and an e-learning module mandatory for all staff describing
the general principles related to business ethics and the prevention of
corruption, bribery, fraud and influence peddling.
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 insured for their reconstruction value, as well as for
business interruption and loss of rent, within the overall policy limit and subject to sub‑limitations of coverage for natural catastrophe risks due
to limited insurance market capacities (see the table below for more details). 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.
126
Type of insurance
Coverage and main limits based on 2025 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:
$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;
$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.
URW NV did not incur any major uninsured losses in 2025.
At the end of 2025, 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, 2026.
127
INFORMATION ON THE
COMPANY, SHAREHOLDING
AND THE SHARE CAPITAL
128
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 Rembrandtweg 41, 1181 GE Amstelveen, 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.
Its 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.
As at December 31, 2025, the Company’s share capital is €120.228.268,50 and divided into 143.358.222 class A shares and 97,098,315 class B
shares with a nominal value of €0.50 each, representing 59.62% and 40.38%, 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.
The “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.
As at December 31, 2025 the URW Group’s 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).
In 2026, the URW Group announced its intention to present to the 2026 Annual General Meetings of URW SE and URW NV a proposal for an internal
reorganisation designed to simplify the URW Group’s legal structure through the de-stapling of the URW Group’s stapled shares.
The proposed transaction would result in URW SE becoming the sole listed entity, fully holding US assets. This simplification is expected to
streamline governance and operations, enhance transparency, and generate recurring cost savings. The contemplated reorganisation would
maintain shareholders’ existing economic rights and would not change the URW Group’s strategy, distribution policy, or financial objectives, nor
impact trading conditions.
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 the beneficial
ownership in Stapled Shares registered in the name of or on behalf of CHESS Depositary Nominees Pty Limited (CDN), a subsidiary of the Australian
Securities Exchange (“ASX”). CDIs were admitted to trading on the official list of ASX on May 30, 2018, with 20 CDIs collectively representing a
beneficial ownership interest in 1 Stapled Share.
Following the announcement of its voluntary delisting from the ASX on June 26, 2025, URW CDIs ceased to be traded on the ASX on August 25,
2025, and URW delisting from the ASX took place on August 27, 2025. CDN has revoked the trust under which it held the URW shares underlying
the CDIs on September 1st, 2025 meaning that the CDI programme is terminated since that date. A Voluntary Sale Facility then a Compulsory
Sale Facility were implemented, which ended on November 11, 2025.
5.2.2.2. PERFORMANCE SHARES AND PERFORMANCE STOCK OPTIONS
The long-term incentive plan (“LTIP”) of the Group combines several elements in Stapled Shares: Share-based plans, that may have performance
conditions (Performance Shares (“PS”)) or not (Retention Shares (“RS”)), and Stock-Options plans, that may have performance conditions
(Performance Stock-Options (“SO”)) or not (Retention Stock-Options (“RSO”)).
As at December 31, 2025, the maximum 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.
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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
2025
10/03/2025
Creation of PS (LTI Plan 2022)
378,079
240,121,957
€120,060,978.50
€0
06/05/2025
Creation of PS (LTI Plan 2022)
18,995
240,163,984
€120,081,992
€0
06/05/2025
Increase of share capital reserved for
employees
122,785
240,286,769
€120,143,384.50 €0
10/06/2025
Creation of PS (LTI Plan 2023-2024)
314
240,343,042
€120,171,521
€0
28/11/2025
Creation of PS (LTI Plan 2022)
85,623
240,432,415
€120,216,207.50
€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 11, 2025, 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.
130
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.
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,
2025
During the 2025 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 11, 2025, 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.
5.3.4. AUTHORISATION FOR THE MANAGEMENT BOARD TO LIMIT OR EXCLUDE PRE-EMPTION
RIGHTS
At the General Meeting held June 11, 2025 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. Since the General Meeting held on 12 June 2024, the Management Board was authorised, subject to the approval of the Supervisory
Board, to enter into the Amended and Restated Subscription right Agreement, to grant rights to subscribe for Class B Shares up to the maximum
number of Class B Shares available under the Company’s authorised share capital from time to time, and to limit or exclude pre‑emption rights
in respect thereof (see paragraph 5.4.4).
5.3.5. SITUATION AS AT DECEMBER 31, 2025
As at December 31, 2025, 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, 2025 0%
Number of cancelled URW NV shares during the last 24 months 0
Number of treasury shares as at the December 31, 2025 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, 2025, comprises 143.358.222 class A shares and 97,098,315 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, 2025, 59,62% of the Company's share capital was held by others than URW SE and MB Members.
131
The Company’s shareholding structure was as follows during the last three financial years:
Shareholder
Year-end
2022
Year-end
2023
Year-end
2024
Year-end
2025
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
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 51.12 120,956,631 50.46 5.,46 121.671.323 50.60 50.60
URW SE (class B)
93,248,315
40.19
40.19
93,248,315
40.14
40.14
97,089,315
40.50
40.50
97,098,315
40.38
40.38
Companies
controlled by Mr
Xavier Niel (Rock
Investment and
NJJ Holdings)
(1)
20,286,422
8.74
8.74
20,286,422
8.73
8.73
21,666,482
9.04
9.04
21,666,484
9.01
9,01
Executive
officers
(2)
761 0 0 2,232 0 0 6434 0 0 20,415 0.01 0.0
Total
232,015,403
100
100
232,289,706
100
100
239,718,862
100
100
240,456,537
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, 2025 the MB
consist of two members.
5.4.2. INFORMATION REGARDING OWNERSHIP THRESHOLD DISCLOSURES
Substantial 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.
As at March 2, 2026, the 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
The 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.
The 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 .
At 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.
URW 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.
The 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.
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".
132
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
(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.
133
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.
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.
134
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.
The 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.
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. In performing their duties, MB and SB members shall
be guided by the interests of the Company and of the business connected with it.
The 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.
The 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.
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
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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.
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.
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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.
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.
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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, 2025.
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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 2025 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.
Amstelveen, March 25, 2026
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
Commencement date of the fourth term: June 11, 2025
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 Rembrandtweg 41, 1181 GE Amstelveen, 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.
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.
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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.