Unibail-Rodamco-Westfield SE

2024

Universal Registration Document

Contents

CHAPTER

1 4

Presentation of the Group

1.1 Key facts 5

1.2 History 6

1.3 Strategy and Business model 9

1.4 Business overview 14

1.5 Portfolio 18

1.6 Overview

of valuation reports prepared by URW SE’s

independent external appraisers for the European assets

1.7 Overview of valuation reports prepared by URW SE’s

independent external appraisers for

the American assets

1.8 Structure 37

1.9 Simplified Group organisational chart structure 38

CHAPTER 2 40

Corporate Governance and Remuneration

2.1 Governance

principles – Afep-Medef Code 41

2.2 Management and supervisory bodies 41

2.3 Management and Supervisory Boards'

remuneration 81

2.4 Ethics and compliance within the URW Group 117

2.5 Report of the Supervisory Board on corporate

governance

121

CHAPTER 3 122

Sustainability

3.1 Better Places roadmap 123

3.2 Sustainability Statement 135

3.3 Green financing of the Group activities 282

3.4 Appendices 292

CHAPTER 4 300

Activity review

4.1 Management discussion & analysis 301

4.2 Other information 360

CHAPTER 5 366

Financial statements as at December 31, 2024

5.1 Consolidated financial statements 367

5.2 Notes to the consolidated financial statements 373

5.3 Statutory financial statements as at December 31, 2024 452

5.4 Notes to the statutory financial statements 455

5.5 Statutory auditors’ report on the consolidated

financial

statements

486

5.6 Statutory auditors’ report on the financial

statements

492

5.7 Statutory auditors’ special report on regulated

agreements

497

5.8 Other

information 499

CHAPTER 6 502

Risk factors and internal control

6.1 Risk

management framework 503

6.2 Main risk factors

507

6.3 Transferring risk to insurers 522

CHAPTER 7 524

Information on the Company, shareholding and the

share capital

7.1 Information on the Company 525

7.2 Share capital and other securities granting access to the

share capital

525

7.3 Share buy-back programme 527

7.4 Information on the shareholding 528

7.5 Financial authorisations 531

7.6 Articles of Association of the Company and Charters 533

7.7 Investment by the Company outside the

Unibail‑Rodamco‑Westfield Group

537

7.8 Elements

likely to have an impact in the event of a

takeover bid

537

CHAPTER 8 538

Additional

information

8.1 Statement of the persons responsible for the Universal

Registration

Document

539

8.2 Statutory Auditors 540

8.3 Historical information on financial years 2022 and 2023 540

8.4 Documents available to the public 540

8.5 Glossary 541

8.6 Cross-reference tables 543

Universal Registration Document

2024

The Universal Registration Document has been filed on March 21, 2025, with the Autorité des Marchés Financiers (“AMF”, French Financial Markets

Authority), as the competent authority under Regulation (EU) 2017/1129, without prior approval in accordance with Article 9 of this Regulation.

The Universal Registration Document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated

market if it is supplemented by a securities note and, if applicable, a summary together with any amendments to the Universal Registration Document. The

whole shall then be approved by the AMF in accordance with Regulation (EU) 2017/1129.

CHAPTER 1

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

PRESENTATION OF

THE GROUP

1.1 Key facts 5

1.2 History 6

1.3 Strategy and Business model 9

1.4 Business overview 14

1.5 Portfolio 18

1.5.1 France: Shopping Centres 18

1.5.2 France: Convention & Exhibition 20

1.5.3 France: Offices & Others 21

1.5.4 Central Europe: Shopping Centres 22

1.5.5 Central Europe: Offices & Others 23

1.5.6 Spain: Shopping Centres 23

1.5.7 Spain: Offices & Others 24

1.5.8 Nordics: Shopping Centres 24

1.5.9 Nordics: Offices & Others 24

1.5.10 Austria: Shopping Centres 25

1.5.11 Austria: Offices & Others 25

1.5.12 Germany: Shopping Centres 26

1.5.13 Germany: Offices & Others 26

1.5.14 The Netherlands: Shopping Centres 27

1.5.15 The Netherlands: Offices & Others 27

1.5.16 United States: Shopping Centres 28

1.5.17 United States: Offices & Others 29

1.5.18 United Kingdom: Shopping Centres 30

1.5.19 United Kingdom: Offices & Others 30

1.6 Overview of valuation reports prepared by

URW SE’s independent external appraisers for

the European assets

1.7 Overview of valuation reports prepared by

URW SE’s independent external appraisers for

the American assets

1.8 Structure 37

1.9 Simplified Group organisational chart

structure

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

1.1 Key facts

(1)(2)

(1) Earnings

Before Interest, Taxes, Depreciation, and Amortisation ("EBITDA").

(2) Adjusted

Recurring Earnings Per Share. The Adjusted Recurring Earnings are calculated based on the recurring net result for the period attributable to the holders of the

Stapled

Shares minus the coupon on the hybrid securities.

.1 Key facts

2 3 4 5 6 7 8CHAPTER 1

3 1

1 67 ~900 Mn

Main activities

Shopping Centre

Offices &

Others

Convention & Exhibition

Countries Shopping Centres Visits

2,4

10 €49.7 Bn €143.8 €3.5 Bn

Employees Gross Market Value EPRA Net Reinstatement

Value per share

Development pipeline

€2,314

Mn €2,352 Mn €9.85 8.7x

Net

Rental Income EBITDA

(1)

AREPS

(2)

Net debt/EBITDA

Presentation of the

Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

1.2 History

UNIBAIL

1968

Worms & Cie, a Paris-based banking group, creates Unibail as a real estate

financial

leasing company (“SICOMI”) managed by Arc Union/Espace

Expansion.

1972

Listing

of Unibail on the Paris Stock Exchange.

1988

First

significant acquisition, Sliminco, one of the 2 Crédit Lyonnais SICOMIs.

1992

Léon

Bressler succeeds Jean Meynial as Chief Executive Officer. Unibail

starts

to focus on the property investment sector, and to phase out

involvement

in lease financing. The strategy is to become a specialised

owner,

developer and manager of shopping centres and offices. Unibail

concentrates

on large-size and differentiated assets.

1992–1995

Build-up

of a property portfolio with close to 30 shopping centres located in

France,

including the Forum des Halles and Les 4 Temps, and substantial

office

properties in Paris and La Défense.

1995

Takeover

of Arc Union; Unibail becomes self-managed and self-

administered. Espace Expansion, the main shopping

centre operator in

France,

becomes its subsidiary.

1998–2000

Acquisition

of the Cœur Défense project, the Vivendi portfolio and Porte de

Versailles.

2001

Delivery

of Cœur Défense.

2003

France

introduces a Real Estate Investment Trust (“REIT”) regime, taxing

real

estate and capital gains from property disposals at the level of the

shareholders

of a Société d’Investissement Immobilier Cotée (“SIIC”). Unibail

opts

for the SIIC status.

2006

Guillaume

Poitrinal succeeds Léon Bressler as Chief Executive Officer and

Chairman

of the Board of Directors.

RODAMCO

1979

Robeco, a Rotterdam-based fund manager, creates Rodamco, a diversified

global real estate investment fund (“FBI”) listed in Amsterdam with

investments in Europe, the US and Asia.

1980s

Rodamco

is one of the top global real estate investment funds with

investments in the

US, the UK, Europe and Asia.

1994–1996

Acquisition

of Suez Spain and CEGEP (Parly 2, Lyon Part-Dieu).

1999

Rodamco

splits into 4 regionally focused real estate companies, including

Rodamco

Europe.

2000

Listing of Rodamco

Europe in Amsterdam.

2000–2005

Acquisitions in Sweden (Skanska portfolio),

in the Czech Republic (Intershop

Holding), in The Netherlands (Amvest), in Poland (Galeria Mokotow),

Austria

(Donauzentrum) and in Slovakia (Aupark).

UNIBAIL-RODAMCO

2007

Merger

of Unibail and Rodamco Europe, creating the European leader in

commercial real estate. The Group

was incorporated as a limited liability

company (société anonyme) with a two-tier

governance structure with a

Management

Board and a Supervisory Board. Listed in Paris and

Amsterdam, the

new entity is included in the CAC 40 and AEX 25 indices.

2008

Unibail-Rodamco and the Chamber of Commerce and Industry of Paris

(“CCIP”) merge their Convention & Exhibition activities to form Viparis and

Comexposium. Viparis, with 10 venues in the Paris region, is responsible for

the management and development of the sites. Comexposium is the

European leader in

the organisation of large-scale trade shows, fairs and

congresses. Acquisition of Shopping City Süd in Vienna and La Maquinista in

Barcelona.

2009

Unibail-Rodamco becomes a European company (Societas Europaea) and is

now formally known as Unibail-Rodamco SE.

.2 History

Presentation of the

Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

2010

Acquisition of Simon Ivanhoe’s portfolio in Poland (Arkadia, Wilenska) and

France.

Disposal of €1.5 Bn of non-core assets.

2011

Acquisition

of Galeria Mokotów’s full ownership in Warsaw and of Splau in

Barcelona.

Disposal of €1.1 Bn of non-core assets.

2012

Acquisition

of a 51% stake in mfi AG, Germany’s second largest shopping

centre

operator, investor and developer. Creation of the 4-star shopping

experience.

2013

Christophe

Cuvillier succeeds Guillaume Poitrinal as Chief Executive Officer

and

Chairman of the Management Board. Launch of “Unexpected shopping”

advertising

campaign.

2014

Partnership

with Canada Pension Plan Investment Board on Centro shopping

centre

(Germany). Signature of agreements with the city of Hamburg to

develop

Überseequartier and with the City of Brussels to develop Mall of

Europe.

Disposal of €2.4 Bn of non-core assets.

2015

Delivery

of Mall of Scandinavia, the largest shopping centre in Scandinavia at

the

forefront of the Group’s standards. Disposal of Comexposium stake to

Charterhouse

Capital Partners LLP.

016

Launch of Unibail-Rodamco’s Corporate Social Responsibility (“CSR”)

strategy

“Better Places 2030”.

2017

Unibail-Rodamco announces

it has entered into an agreement with Westfield

Corporation

to create the world’s premier developer and operator of

Flagship

destinations.

WESTFIELD

1959

John

Saunders and Frank Lowy open their first shopping centre, Westfield

Plaza,

in Blacktown, in the outer suburbs of Sydney, Australia.

1960

Westfield

is listed on the Sydney Stock Exchange.

1966

Burwood,

the first shopping centre branded with the Westfield logo, opens in

Australia.

1977

Westfield enters America with the acquisition of Trumbull (Connecticut) on

the

East Coast.

1994

The $1 Bn CenterMark transaction with 19 centres, triples Westfield

portfolio in the US.

1996

Westfield America Trust is listed

on the ASX, enabling Australian investors

to make direct investments in the US retail property market.

1998

Westfield acquires the $1.4 Bn TrizecHahn portfolio, adding a further

properties to the Group’s Californian portfolio.

2000

Westfield enters the UK, with the acquisition of a centre in

Nottingham

followed by the establishment of a

joint venture interest in 9 prime town

centre

and urban locations.

2002

Westfield becomes one of

the largest retail property groups in the US with

the acquisition of 9

shopping centres from Richard E Jacobs and 14 shopping

centres from Rodamco.

2004

Birth of the Westfield Group, consisting of Westfield Holdings, Westfield

Trust and Westfield America Trust.

2008

Opening of Westfield London, the UK’s largest shopping centre with more

than 280

stores, attracting 23 million visits in the first year.

2011

Westfield Stratford City opens, transforming the east side of London, and the

gateway to the 2012 London Olympics.

2014

Split of the

Australian and New Zealand business from other international

operations.

2016

Westfield’s

most ambitious project in the US, the $1.5 Bn World Trade

Center,

opens.

.2 History

2 3 4 5 6 7 8CHAPTER 1

Presentation of the

Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

UNIBAIL-RODAMCO-WESTFIELD

2018

Acquisition of Westfield Corporation by Unibail-Rodamco and the creation of

Unibail-Rodamco-Westfield (“URW”),

the world’s premier developer and

operator

of Flagship destinations.

2020

Disposal

of 5 French shopping centres into a JV with Crédit Agricole

Assurances, La Française and URW.

Delivery of the Westfield Valley Fair and

Lyon

La Part-Dieu retail extensions and the Trinity office tower in La

Défense.

Operations impacted by lockdowns and other restrictions following

the

outbreak of the COVID-19 pandemic. Léon Bressler appointed as

Chairman

of the Supervisory Board, succeeding Colin Dyer.

2021

Jean-Marie

Tritant succeeds Christophe Cuvillier as Chief Executive Officer

and

Chairman of the Management Board. €2.5 Bn of disposals signed in

Europe.

Operations continued to be impacted by lockdowns and other

restrictions

related to COVID-19 pandemic.

2022

Continued

deleveraging with €2.8 Bn of European and US disposals. Delivery

Les Ateliers Gaîté shopping centre and Gaîté Montparnasse office project,

completing the Gaîté Montparnasse mixed-use complex. Launch of

Westfield Rise in Europe, an in-house retail media agency.

2023

Strong operating performance with main KPIs back to or better than pre-

COVID

levels. Continued deleveraging with 11 transactions secured as at

2023 results publication on

February 8, 2024. Successful return to the bond

market at

attractive conditions with first-of-its-kind hybrid exchange

followed by a successful green bond issuance. “Better Places”

sustainability

roadmap shared with

the market including net zero targets approved by the

Science Based Targets initiative (“SBTi”). Shareholder distribution reinstated

with a proposed cash payment of €2.50 per share to be paid in 2024, subject

to approval by the Annual General Meeting of Unibail-Rodamco-Westfield

SE held on April 30, 2024. Jacques

Richier appointed as Chairman of the

Supervisory Board,

succeeding Léon Bressler.

202

Strong operating performance across all activities. Westfield Rise reaching

its 2024 net margin target of €75 Mn. Record year for Convention

Exhibition supported by the Paris Olympic and Paralympic Games. €1.6 Bn of

disposal transactions achieved at book value. €0.6 Bn acquisition of 3 JV

partners stakes at attractive terms. Successful

delivery of 4 projects,

including

CNIT Eole and Lightwell, both in Paris La Défense. Strategic

decision to

retain US Flagship assets. Proposed cash distribution of €3.50

per share to be paid in 2025 subject to the approval by the Annual General

Meeting of URW SE, held on April 29, 2025.

.2 History

Presentation of the

Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

1.3 Strategy and Business model

Introduction

Unibail-Rodamco-Westfield (“URW” or “the Group”) is an owner,

developer and operator of sustainable, high-quality real estate assets in

the most dynamic cities in Europe and the United States. Founded in

1968, Unibail merged with Rodamco Europe in 2007 to form Unibail-

Rodamco, and the company acquired Westfield Corporation in 2018 to

become Unibail-Rodamco-Westfield.

As at December 31, 2024, the Group owns and operates 67 shopping

centres in 11 countries, of which 47 are Flagships

(1)

and 39 are branded

Westfield. The Group also owns and develops office buildings, owns and

operates Convention & Exhibition venues in the Paris region and

manages retail operations at select airports in the US.

In total, the Group’s total portfolio value

(2)

stood at €49.7 Bn, of which

87% in Shopping Centres, 6% in Offices & Others, 5% in Convention &

Exhibition venues and 2% in Services.

See section 1.4 for a breakdown of the Group’s business segments and

section 1.5 for a full list of the Group’s assets.

URW’s business strategy

URW’s purpose is to create sustainable places that reinvent being

together. URW’s strategy focuses on operating unique sustainable

places, connecting people through extraordinary experiences, and

putting people at the heart of the business.

Creating and operating unique sustainable places

The destinations created by URW participate in shaping and improving

the cities in which the Group is present. URW anticipates consumer

trends to ensure its assets meet evolving demand, while delivering on

its commitment to make positive contributions to the social,

environmental and economic well-being of its communities.

URW concentrates on Flagship destinations in the leading cities and

catchment areas in Europe and the US, attracting new and

differentiated retailers through active tenant rotation, driving footfall by

offering high-quality services and executing on a dynamic customer

engagement strategy.

The Group has also an increasing focus on mixed-use projects (notably

including residential, offices and hotels) such as Garden State Plaza

mixed-use development in New Jersey, a 57,354 sqm scheme

encompassing retail, dining and entertainment offer for future

residents, or Coppermaker Square, a residential scheme next to

Westfield Stratford City. These projects mainly relate to densifications

on and around the existing footprints of the Group’s assets.

Connecting people through extraordinary

meaningful shared experiences

The Group’s assets attracted over 900 million visits in 2024, allowing

URW to provide a unique platform for retailers and brands. This visitor

base strengthens the Group’s consumer insights, making URW a critical

partner for such operators globally.

The Group’s Westfield brand is the only global B2B and B2C brand for

retail, leisure, entertainment and dining destinations. URW continues to

leverage the Westfield brand, by introducing it to its Continental

European Flagship assets, and has rebranded 22 centres since 2019,

including Westfield CNIT and Westfield Ruhr Park in 2024.

URW’s unrivalled portfolio also provides a unique platform to generate

new revenue streams from advertising, brand experience and data by

turning URW’s footfall into qualified audiences highly valued by

retailers and brands. Westfield Rise, the Group’s in-house retail media

agency, serves as a one-stop-shop for brands and media-buyers,

creating innovative and measurable campaigns across URW’s platform.

Following the audit and certification by the CESP

(3)

in October 2024,

Westfield Rise launched its new AI-powered solution to measure

audience and drive-to-store impact of in-mall advertising campaigns.

Brands can now gauge the performance and effectiveness of their in-

mall ad campaigns with the same precision as digital advertising. This

audience qualification tool and first proprietary algorithms are

operational in 20 Westfield centres across 9 European countries,

providing valuable and insightful data to communication agencies

andadvertisers.

In a context where consumers have greater sustainability-related

expectations and count on brands to support them on their

sustainability journey, URW has developed the Sustainable Retail Index

(“SRI”) to support the sustainable evolution of retail. Codeveloped with

Good On You, a global sustainable-brand ratings company, the SRI

provides a dynamic view on retailers’ sustainability commitments,

ambitions and performance at a company, product and store-operations

level. This initiative helps the Group to ensure its offer corresponds to

the ever-increasing expectation for sustainable places and products. To

complement that demand, URW runs programmes throughout the

Westfield platform that support a wide array of on-site experiences,

such as the Westfield Good Festival, a flagship event that connects

consumers around sustainability-driven experiences and provides a

forum for brands and retailers to share their sustainable journeys.

(1) 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.

(2) On

a proportionate basis, as at December 31, 2024.

(3) The

Centre d’Etude des Supports de Publicité ("CESP") is a Paris-based third-party organisation in the media and communications industries. CESP’s mandate is to certify the

quality

of audience measurement studies and other tools used by the industry in order to ensure that advertising space is monetised on the basis of relevant, robust and

verified

criteria.

.3 Strategy and Business model

2 3 4 5 6 7 8CHAPTER 1

Presentation of the

Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Putting people at the heart of everything

URW does

URW empowers its talented professionals to be sustainable and

creative change-makers in a rapidly evolving retail environment. Their

skills, engagement and teamwork are key to driving performance and

generating superior value.

The teams’ skills lie across a range of disciplines, including engineering,

finance, human resources, marketing, retail, digital, design,

development, operations and leasing. The Group fosters an

environment that promotes new ideas, engagement and individual

development. URW is committed to diversity and promotes an inclusive

culture where people are positively encouraged to succeed, which is

embedded in its values, “Together at URW”.

Strategic transformation and

deleveraging progress

URW achieved €1.6 Bn of disposal transactions

(1)

, of which €1.0 Bn

completed in 2024, despite a challenging retail investment market

environment

(2)

with volumes down -12% in Continental Europe and -13%

in the US. This includes €0.7 Bn of non-core retail assets, €0.5 Bn of

offices and €0.3 Bn of minority stakes in Flagship retail assets.

In addition, the Group further strengthened its liquidity position to

€13.9 Bn

(3)

, covering its financing needs for more than the next 36

months. The Group’s average cost of debt amounted to 2.0% in 2024,

and average debt maturity stood at 7.3 years

(4)

Over the last 4 years, the Group has made significant progress on its

deleveraging plan with €6.4 Bn

(5)

of assets divested in line with book

value. This has contributed to a €4.7 Bn net debt reduction to €19.5 Bn

(6)

at the end of 2024, a 400 bps Loan-to-Value ("LTV") reduction to

40.8%

(6)

and Net Debt to EBITDA improvement to 8.7x, the lowest level

since the Westfield Corporation acquisition.

The Group has also significantly strengthened its business operations,

fully capturing indexation over the period while achieving the highest

occupancy rate since 2017 and a +4.7% increase in like-for-like EBITDA

compared to 2019.

The Group has also reshaped its US business by enhancing the portfolio

quality (97% A-rated

(7)

), improving its operating performance, and

streamlining the US management platform. Since end of 2020, the

Group sold or foreclosed on 17 assets for a total of $3.3 Bn (at 100%)

and reduced the vacancy level of its 10 Flagship assets by -630 bps.

Having achieved this transformation, URW has made the strategic

decision to retain its high performing Flagship assets in the US.

The Group is committed to further deleveraging through retained

earnings, disciplined capital allocation and non-core disposals.

The Group will present its future growth plans at an Investor Day on

May14, 2025.

Environmental, Social and Governance

(“ESG”)

Sustainability is at the heart of URW’s business strategy.

In 2023, URW announced an evolution of its Better Places sustainability

roadmap, built on the Group’s sustainability leadership and

performance with a core focus on the continued reduction of carbon

emissions across its value chain. More broadly, the roadmap is designed

to future proof URW’s portfolio, support the sustainable evolution of

retail and unlock value creation opportunities. More information on the

Group’s sustainability strategy and 2024 achievements on its Better

Places plan – including impacts, risks and opportunities – can be found

in Chapter 3 and Chapter 6.

In addition, in 2024, URW has been widely recognised by international

markets as a leader in sustainability within the real estate sector,

including by Sustainalytics as the 1

company worldwide in their Global

Universe, by the GRESB as the 2

European listed retail real estate

company while being positioned by CDP in the A-list of organisations

committed to tackling climate change for the 7

year in a row.

(1) Contribution to the proportionate net debt reduction of disposals completed or secured since January 2024. For further details, please refer to the appendix to the Press

release published on February 13, 2025.

(2) Source: Cushman & Wakefield, estimates as at January, 2025.

(3) On an IFRS basis as at December 31, 2024. It includes €5.3 Bn of cash on hand and €8.6 Bn of undrawn credit lines.

(4) Taking into account the undrawn credit lines (subject to covenants) and cash on hand.

(5) On an IFRS basis including the €0.6 Bn of secured disposals for 2025.

(6) On an IFRS basis proforma for the €0.6 Bn of secured disposals for 2025.

(7) Source: Green Street Advisors. In terms of Gross Market Value ("GMV").

1.3 Strategy and Business model

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Distribution

The Group will propose to the Annual General Meeting (“AGM”)

(1)

a 40%

increase in cash distribution to €3.50/share to be paid on May 12, 2025.

Going forward, the Group will continue to increase the distribution

according to operating performance, deleveraging progress and

valuations evolution.

Further details on its distribution policy will be shared as part of the

Group’s Investor Day on May 14, 2025.

As at December 31, 2024, the total statutory retained losses of URW SE

(parent company) is negative at -€1,887 Mn, including a profit of +€943

Mn in 2024.

Given the negative statutory results of URW SE, the Group has no

obligation to pay a dividend in 2025 for the fiscal year 2024 under the

SIIC regime and other REIT regimes it benefits from. The dividend

distribution obligation resulting from the French SIIC regime will be

delayed until URW has sufficient statutory results to meet this

obligation.

As a consequence, the distribution will be made out of premium, which

amounted to €13.5 Bn in URW’s statutory accounts as at December 31,

2024. This premium distribution will not reduce the carry forward SIIC

dividend payment obligation standing at €2,522 Mn as at December 31,

2024, and will qualify as an equity repayment

(2)

for French tax purposes

(article 112-1 of the French tax code).

2025 guidance

The Group expects underlying growth of at least 5% to drive full-year

2025 AREPS in the range of €9.30 to €9.50.

This is supported by:

• Strong retail operating performance both in Europe and the US;

• Increased variable income including Westfield Rise;

• Continued focus on cost discipline; and

• The positive impact of 2024 and 2025 deliveries

(3)

It also reflects:

• 2024 completed disposals, €0.6 Bn disposals already secured for

2025, and active discussions on additional disposals

(4)

;

• The one-off impact of the Olympics on the C&E business;

• A slight increase of the cost of debt

(5)

; and

• The issuance of 3.254 million URW Stapled Shares in December

2024

(6)

As in previous years, this guidance assumes no major deterioration of

the macro-economic and geopolitical environment.

Medium-term outlook

URW is well-positioned for sustainable future growth in a rapidly

changing retail environment, including the following trends:

• The rationalisation of store footprints with an increase in the

importance of flagship stores in the best locations;

• Enhanced focus on customer experience and on dining,

entertainment and leisure as catalysts for increased footfall and

dwell time;

• Increased retailer focus on sustainability and meeting consumer

demand for sustainable places and products;

• Growing opportunities to generate revenues from media advertising,

brand experience and data partnerships.

The Group will present its future growth plans at an Investor Day on

May14, 2025.

(1) To be held on April 29, 2025.

(2) For the tax treatment please refer to relevant financial advisors.

(3) Partly offset by a lower capitalisation of financial expenses.

(4) Includes 1 deal signed under conditions precedent for €0.3 Bn.

(5) Due to the full-year effect of 2024 refinancing activity and a lower cash remuneration.

(6) For the acquisition of an additional 38.9% stake in URW Germany.

1.3 Strategy and Business model

2 3 4 5 6 7 8CHAPTER 1

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Strategy and business model

(1)(2)(3)(4)(5)(6)

(1) Gross Lettable Area (“GLA”). Excluding assets under redevelopment, total complex.

(2) Standalone offices >10,000 sqm and offices affixed to a shopping centre > 15,000 sqm.

(3) On a proportionate basis.

(4) On an IFRS basis.

(5) Taking into account the undrawn credit lines (subject to covenants) and cash on hand.

(6) IFRS Loan-to-Value ("LTV") Proforma for the receipt of the proceeds from the secured partial disposals of Westfield Forum des Halles and Trinity tower.

1.3 Strategy and Business model

Focus on value

creation and

deleveraging

3 Strategic

Objectives

Our resources

Our vision is to create sustainable places that reinvent being together

Operating management

• Offer the best tenant mix and premium

services to visitors

• Generate increased revenue from

media, brand experiences, data

and services, in particular through

Building and renovation

• Deliver development pipeline, including

mixed-use projects which are fully

integrated in the community

• Challenge constantly the status quo to

deliver the best customer experience

Investment and divestment

• Dispose of non-core activities

• Control investment and CAPEX

deployment with focused

development pipeline

Create and operate unique

sustainable places

• Strengthen our core business

to focus on the best assets

in most dynamic cities

• Maximise the value of our assets

• Accelerate the environmental

transition of cities

Connect people through

extraordinary meaningful

shared experiences

•

and customer experience

• Build new revenue platforms

• Fully integrate sustainability

into value chain

Put people at the

heart of everything

• Bolster dynamic, purpose-driven

culture where business and

people thrive

• Attract, engage and retain

top talent

• Maximise URW’s positive

impact on communities

Assets

• 67 shopping centres with 7.1 Mn

sqm GLA

(1)

, of which 47 Flagships

•

(2)

with

0.2 Mn sqm GLA

(1)

• 10 Convention & Exhibition

venues with 0.7 Mn sqm GLA

(1)

Intellectual property

•

• An internal concepts studio

•

retail media agency

Capital

€49.7 Bn

total GMV

(3)

2.0%

average cost

of debt

40.8%

LTV

(6)

€20.0 Bn

net debt

(4)

7.3

years average

debt maturity

(5)

€21.0 Bn

shareholders’

equity

Employees

2,410

number of

employees

45%

male

55%

female

75%

Continental

Europe

16%

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Strategy and business model

(1)(2)(3)

(1) From 2015 baseline.

(2) Equity repayment, pursuant to article 112-1 of the French General Tax Code.

(3) Subject to approval by Annual General Meeting of Unibail-Rodamco-Westfield SE to be held on April 29, 2025, to be paid on May 12, 2025.

1.3 Strategy and Business model

To produce

optimal outputs

URW is an owner,

developer and operator of

sustainable, high-quality

real estate assets in the

most dynamic cities in

Europe and the

United States.

For assets

• -37% Reduction in

energy intensity

(1)

• -85% Reduction in carbon

emissions from Scopes 1 & 2

(1)

and -42% from Scopes 1, 2 & 3

(1)

For investors

• €143.80 EPRA NRV per share

• Distribution

(2)

of €3.50 per share

(3)

• 8.7x Net debt/EBITDA,

below 2019 level

For retailers

• +4.5% Tenant sales

growth compared to 2023

For visitors

• +2.6% Footfall growth

compared to 2023

• More than 1,400 EV

chargers installed

For employees

• 44% of women in

senior roles in 2024

For communities

• 21,000 people supported in

2 3 4 5 6 7 8CHAPTER 1

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

1.4 Business overview

Business segments

Shopping Centres

As at December 31, 2024, URW owned 67 shopping centres, of which 47 are Flagships. URW’s strategy is built upon continuously reinforcing the

attractiveness of its assets by redesigning them (upgrading the layout), re-tenanting them (renewing the tenant mix) and re-marketing them

(enhancing the shopping experience through special events).

Total proportionate Net Rental Income (“NRI”) of the Shopping Centre portfolio in 2024 amounted to €2,073.3 Mn, an increase of +2.1%. This growth is

mainly driven by indexation, leasing activity and higher variable income, partly offset by disposals.

Region

NRI (€ Mn)

2024

2023 %

France 532.5 525.5 1

.3%

Spain 184.4 169.0 9.

Central Europe 267.7 248.8 7.6%

Austria 115.4 111.8 3.2%

Germany 129.9 126.3 2.9%

Nordics 112.2 102.2 9.8%

The Netherlands 86.1 77.5 11.1%

UK 137.9 134.4 2.6%

US 507.3 535.3 (5.2%)

Total NRI

2,073.3 2,030.9 2.1%

Figures may not add up due to rounding.

ffices & Others

URW develops and owns large, efficient office buildings and hotels in prime locations in the Paris central business district, La Défense and elsewhere

in the Paris region. URW also owns office, hotel and residential assets in the US and certain other countries in which URW operates. URW’s investment

strategy is driven by development and renovation opportunities.

In 2024, the proportionate NRI from Offices & Others amounted to €102.4 Mn, a +22.3% increase compared to 2023, driven by the full-year effect of

the leasing activity at Trinity tower, the performance of the Pullman Paris-Montparnasse hotel and the successful delivery of Lightwell, which is

80%let.

Region

NRI (€ Mn)

2024

2023 %

France 80.9 65.8 22.9%

Other countries 20.2 14.4 39.8%

US 1.4 3.6 (60.3%)

Total NRI

102.4 83.8 22.3%

Figures may not add up due to rounding.

onvention & Exhibition

The Convention & Exhibition (“C&E”) activity is exclusively located in the Paris region and consists of real estate venues and services company:

Viparis. Viparis is a world leader jointly owned with the Chamber of Commerce and Industry of Paris Île-de-France, but operated and fully

consolidated by URW.

In total, 532 events were held in Viparis venues through the year, compared to the 455 and 617 events held in 2023 and 2022, respectively. Viparis’ Net

Operating Income (“NOI”) amounted to €218.6 Mn in 2024 compared to €131.7 Mn in 2023. 2024 benefitted from the seasonality effect with a

number of biennial shows and the Intermat triennial show, as well as the positive impact of the Paris Olympics and Paralympics ("the Olympics")

which delivered a €53.7 Mn contribution to 2024 NOI at 100%.

1.4 Business overview

Presentation of the

Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Portfolio breakdown

Net Rental Income and Recurring Net Result

Reported Adjusted Recurring Earnings Per Share (“AREPS”) amounted to €9.85, up +2.4% from 2023. The main drivers of earnings evolution were

the strong operational performance in retail, Offices and Convention & Exhibition (C&E), which benefitted from the seasonality effect and the positive

impact of the Olympics. AREPS was impacted by 2023 and 2024 disposals, a slight increase in financial expenses and the increase in the coupon on

the Group’s hybrids.

(€ Mn)

FY-2024

FY-2023 Growth

Like-for-like

growth*

Shopping Centres 2,073.3 2,030.9 2.1% 5.8%

(a)

Offices & Others 102.4 83.8 22.3% 14.4%

Convention & Exhibition 138.6 95.4 45.3% 21.3%

(b)

Net Rental Income 2,314.4 2,210.1 4.7% 6.7%

(c)

Recurring Net Result (Group share)

1,472.5 1,408.9 4.5%

Figures may not add up due to rounding.

* “Like-for-like Net Rental Income”: NRI 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 square metres and currency exchange rate differences in the periods analysed.

(a) Excluding airports, US Regionals and CBD asset.

(b) Excluding triennial shows, the impact of the Olympics and recent deliveries.

(c) Excluding airports, US Regionals and CBD asset and, for C&E, triennial shows, the impact of the Olympics and recent deliveries.

(€)

FY-2024

FY-2023 Growth

Recurring EPS 10.56 10.14 4.1%

Adjusted Recurring EPS 9.85 9.62 2.4%

Valuation split per activity

Asset portfolio valuation – Dec. 31, 2024

Proportionate IFRS Group share

€ Mn % € Mn % € Mn %

Shopping Centres 43,329 87% 41,994 87% 37,519 89%

Offices & Others 2,778 6% 2,469 5% 2,464 6%

Convention & Exhibition 2,611 5% 2,613 5% 1,357 3%

Services 993 2% 993 2% 986 2%

Total 49,711 100% 48,069 100% 42,325 100%

Figures may not add up due to rounding.

1.4 Business overview

2 3 4 5 6 7 8CHAPTER 1

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Valuation split per activity and region

Valuation of Shopping Centre portfolio

Dec. 31, 2024

Dec. 31, 2023

€ Mn %

France 12,585 29% 12,521 29%

Spain 3,657 8% 3,583 8%

Central Europe 5,345 12% 4,954 12%

Austria 2,137 5% 2,147 5%

Germany 2,552 6% 3,196 7%

Nordics 2,543 6% 2,564 6%

The Netherlands 1,671 4% 1,623 4%

UK 2,738 6% 2,489 6%

US 10,100 23% 9,697 23%

Total 43,329 100% 42,775 100%

Figures may not add up due to rounding.

Valuation of Offices & Others portfolio

Dec. 31, 2024

Dec. 31, 2023

€ Mn %

France 1,642 59% 1,853 59%

Other countries 531 19% 703 22%

UK 533 19% 529 17%

US 72 3% 69 2%

Total 2,778 100% 3,155 100%

Figures may not add up due to rounding.

The chart below shows the split of proportionate Gross Market Value (“GMV”) per region as at December 31, 2024:

GROSS MARKET VALUE

Figures may not add up due to rounding.

France

Retail

25%

France

Offic es & Other s

France

C&E

21%

Central

Europe

11%

Germany

Spain

Nordics

Austria

The

Netherlands

€49.7 Bn

1.4 Business overview

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Development pipeline

The table below shows the evolution of URW’s development pipeline between December 31, 2023 and December 31, 2024:

(€ Bn)

Dec. 31, 2024

Dec. 31, 2023

Committed projects

(a)

3.0 2.4

Controlled projects

(b)

0.5 0.1

URW Total Investment Cost

3.5 2.5

(a) Committed: projects for which URW owns the land or building rights and has obtained:

• All necessary administrative authorisations and permits;

• Approvals of JV partners (if applicable);

• Approvals of URW’s internal governing bodies to start superstructure construction works; and

• On which such works have started.

(b) Controlled: projects at an advanced stage of studies, for which URW controls the land or building rights, and all required administrative authorisations have been filed or are

expected to be filed shortly. There can be no assurance these will become “Committed” projects, as this will be subject to having obtained all required administrative

approvals, as well as those of JV partners (if applicable), and of URW’s internal governing bodies to start superstructure works. Besides these approvals, the Group retains

the flexibility to decide to launch them, if and when appropriate. URW could in particular consider launching these projects with joint venture partners.

DEVELOPMENT PIPELINE BY PROJECT PHASE

(1)

DEVELOPMENT PIPELINE BY CATEGORY AND REGION

(1)

GROSS LETTABLE AREA (562,407 SQM) URW TOTAL INVESTMENT COST (€3,470 MN)

(1) Figures may not add up due to rounding.

Controlled

€500 Mn

14%

Committed

€2,970 Mn

86%

Retail

€1,650 Mn

55%

Hotels

€450 Mn

15%

Residential

€200 Mn

Offices

€670 Mn

23%

Retail

Extension/Renovation/

Redevelopment

43,600 sqm

Dining & Leisure

Greenfield/Brownfield

34,191 sqm

Dining & Leisure

Extension/

Renovation/

Redevelopment

16,223 sqm

Offices

160,547 sqm

29%

Hotels

36,489 sqm

Residential

203,282 sqm

36%

Retail

Greenfield/Brownfield

68,075 sqm

12%

Retail

Greenfield/Brownfield

€1,520 Mn

44%

Offices & Others

Redevelopment/Extension

€110 Mn

Retail

Extension/Renovation/

Redevelopment

€280 Mn

Offices & Others

Greenfield/Brownfield

€1,560 Mn

45%

1.4 Business overview

2 3 4 5 6 7 8CHAPTER 1

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

1.5 Portfolio

1.5.1 France: Shopping Centres

Portfolio as at December 31, 2024

GLA of

the whole

complex

(sqm)

Parking

spaces

Catchment

area

(in millions of

people)

Year of

acquisition

Construction (C)/

Refurbishment (R)

date

Occupancy

(EPRA

definition)

GLA of the

property

owning

companies

(sqm)

% URW’s

% of

consolidation

Total space

according to

consolidation

(sqm)

Consolidation

method

Shopping Centres in the Paris region

Westfield Les 4 Temps (La Défense)

Auchan, C&A, Go Sport, H&M, Apple, Zara;

250 units and a cinema complex

140,300 4,234

(1)

9.1 1992

1995

1999

2011

2016

2019

2020

2021

(R) 2006/2008

(R) 2021/2024

97.3% 135,300 53% 100% 135,300 FC

Westfield Vélizy 2 (Vélizy-Villacoublay)

Auchan, Printemps, Fnac, Apple;

186 units and a cinema complex

131,800 6,460 7.8 1994

2007

(R) 2005/07

97.4% 93,100 100% 100% 93,100 FC

Westfield Parly 2

(Le Chesnay-Rocquencourt)

Printemps, BHV, Fnac, Decathlon, Truffaut,

Apple, Zara;

185 units and a cinema complex

130,000 4,620 7.7 2004

2012

2018

(R) 2011

(R) 2015

97.5% 104,500 50% 100% 104,500 FC

Westfield Carré Sénart (Lieusaint)

Carrefour, Galeries Lafayette, Apple, H&M,

Fnac, Uniqlo, La Tête dans les Nuages;

235 units, a cinema complex

(R) 2017

95.6% 96,300 55% 100% 96,300 FC

Westfield Rosny 2 (Rosny-sous-Bois)

Carrefour, Galeries Lafayette, Fnac,

C&A, Apple;

171 units and a cinema complex

113,700 6,180 11.5 1994

2001

2010

2016

2018

(R) 1997

(R) 2016

96.0% 32,600

28,600

20,200

26%

100%

50%

26%

100%

8,500

28,600

20,200

FC & EM-JV

Aéroville (Tremblay-en-France)

Auchan, H&M, New Yorker, Furet du Nord,

Pathé, La Tête dans les Nuages;

184 units and a cinema complex

Westfield Forum des Halles (Paris 1

)

Fnac, UGC, H&M, Zara, LEGO, Bershka,

Monoprix, Intersport, Nike;

161 units and a cinema complex

77,600 1,148 13.2 1994

2010

2016

2023

(R) 1996

(R) 2023

98.1% 77,600 65% 100% 77,600 FC

So Ouest (Levallois-Perret)

Leclerc, Boulanger, Intersport, H&M;

105 units and a cinema complex

57,300 1,750

(1)

7.5 2006

2010

2011

2012

2013

2015

(C) 2012 n/a 51,300 46% n/a n/a EM-A

Ulis 2 (Les Ulis)

Carrefour, Action, Normal,

Intersport, Sephora;

95 units and a cinema complex

53,700 2,526

(1)

(R) 1998

(R) 2024

97.2% 25,000 100% 100% 25,000 FC

Westfield CNIT (La Défense)

Fnac, Decathlon, Monoprix, Aroma-Zone;

65 units

38,400 880

(2)

(R) 2009

91.8% 38,400 100% 100% 38,400 FC

Les Ateliers Gaîté (Paris 14

)

Darty, Leclerc, Food Society, Mr Bricolage,

Smile World;

56 units

29,400 1,370

(3)

(R) 2000/01

(R) 2022

91.2% 29,400 100% 100% 29,400 FC

L’Usine Mode et Maison

(Vélizy-Villacoublay)

Action, Galeries Lafayette, Château D’Ax,

McDonald’s;

110 units

(R) 2011

74.4% 21,100 100% 100% 21,100 FC

Carrousel du Louvre (Paris 1

)

Ladurée, Swatch, Pandora, Comédie

Française, Fragonard;

36 units

13,500 669

(1)(4)

(R) 2009

(R) 2016

97.4% 13,500 100% 100% 13,500 FC

Sub-total Shopping Centres in the Paris region 691,500

less than 30 minutes from the shopping centre or less than 30minutes from the Shopping Centre.

(1) Car parks not owned by URW.

(2) Car parks are owned by CNIT C&E and are shared between CNIT C&E, CNIT Offices and CNIT Retail.

(3) Gaîté Montparnasse car parks are shared between Pullman hotel, Gaîté shopping gallery and offices.

(4) The Carrousel du Louvre car park is shared between the shopping centre and the exhibition space.

1.5 Portfolio

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Portfolio as at December 31, 2024

GLA of

the whole

complex

(sqm)

Parking

spaces

Catchment

area

(in millions of

people)

Year of

acquisition

Construction (C)/

Refurbishment (R)

date

Occupancy

(EPRA

definition)

GLA of the

property

owning

companies

(sqm)

% URW’s

% of

consolidation

Total space

according to

consolidation

(sqm)

Consolidation

method

Shopping Centres in the French

provinces

Westfield La Part-Dieu

(Lyon)

Carrefour, Galeries Lafayette, Decathlon,

Primark, Fnac;

308 units and a cinema complex

161,800 3,090 3.7 2004

2016

(R) 2001/02

(R) 2011

(C)/(R) 2020

94.5% 118,300 100% 100% 118,300 FC

La Toison d’Or

(Dijon)

Primark, Carrefour, Zara, Boulanger,

Cultura, Apple;

167 units

78,300 3,700 1.1 1994

2017

n/a 48,800 46% n/a n/a EM-A

Westfield Euralille

(Lille)

Carrefour, Primark, Zara, H&M, Intersport,

New Yorker;

138 units

67,800 2,898

(1)

(R) 2015

96.5% 51,800 76% 100% 51,800 FC

Rennes Alma

(Rennes)

Carrefour, Printemps, Zara, Conforama;

115 units

55,900 2,600 1.7 2005

2011

2012

(R) 1990

(R) 2013

n/a 41,800 46% n/a n/a EM-A

Lyon Confluence

(Lyon)

Carrefour, Joué Club, Zara, Apple;

92 units and a cinema complex

53,500 1,500 1.3 2005

2007

2020

Sub-total Shopping Centres in the French provinces 170,100

Portfolio as at December 31, 2024

GLA of

the whole

complex

(sqm)

Parking

spaces

Catchment

area

(in million of

people)

Year of

acquisition

Construction (C)/

Refurbishment (R)

date

Occupancy

(EPRA

definition)

GLA of the

property

owning

companies

(sqm)

% URW’s

% of

consolidation

Total space

according to

consolidation

(sqm)

Consolidation

method

Other holdings in France

Bel-Est

(Bagnolet)

Auchan, Action, McDonald’s, Marionnaud;

65 units

5,000

100%

35%

100%

35%

500

1,800

Aquaboulevard

(Paris 15

)

Decathlon, water park, fitness centre,

event area, McDonald’s;

3 units and a cinema complex

40,600 948 n/a 2006

2008

2009

2022

(Gaumont

cinema)

Maine Montparnasse

(Paris 15

)

1 unit

35,500 1,900 n/a 2007 n/a 0.0% 200 100% 100% 200 FC

Villabé

(Villabé)

Carrefour;

60 units

35,400 2,900 n/a 2012

2013

2015

5,800

100%

49%

100%

49%

3,500

2,800

Sub-total Other holdings in France 28,000

Total (according to the scope of consolidation) 889,600

Catchment area: less than 30 minutes from the shopping centre or less than 30minutes from the Shopping Centre.

(1) Car parks not owned by URW.

1.5 Portfolio

2 3 4 5 6 7 8CHAPTER 1

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

1.5.2 France: Convention & Exhibition

Portfolio as at December 31, 2024

Total floor

space

(sqm)

Parking

spaces

Year of

acquisition

Construction (C)/

Refurbishment (R)

date

% URW’s

% of

consolidation

Total floor

space

according to

consolidation

(sqm) Description

Consolidation

method

Property and Operation

Paris Nord Villepinte

243,500 12,700 2008 (C) Hall 7 in 2010 50% 100% 243,500 9 exhibition halls,

45 conference rooms

of which

3 auditoriums

Paris Porte de Versailles

(Paris 15

)

232,100 3,900 2000 (C) Hall 5 in 2003

(R) Pavillion 7 in

2017

2019

50% 100% 232,100 7 exhibition halls (from

19,000 to 70,000 sqm),

of which 1 convention

centre with a 5,200 seat

plenary room

Le Palais des Congrès de Paris

(1)

(Paris 17

)

50,700 1,780

(2)

18 conference rooms of

which 4 auditoriums

CNIT

(La Défense)

17,700 1,100

(3)

1999 (R) 2007 100% 100% 17,700 Exhibition and

convention space

Espace Champerret

(Paris 17

)

8,300 1,480

(2)

1989/1995 (R) 2008 50% 100% 8,300 Exhibition space

(trade shows)

Carrousel du Louvre

(Expos) (Paris 1

)

6,600 4,300

(2)

(R) 2016

100% 100% 6,600 Exhibition space (trade

and fashion shows,

corporate events)

Espace Grande Arche

(La Défense)

5,000 n/a 2001 (R) 2003 50% 100% 5,000 Flexible space covering

5,000 sqm

Operation

Paris, Le Bourget

(R) 2005

(R) Hall 3 in 2023

50% 100% n/a 4 exhibition halls,

7 conference rooms of

which 1 auditorium and 1

exhibition hall

Palais des Congrès d’Issy-les-Moulineaux

2,300 n/a 2009 (R) 2018 48% 100% n/a 14 conference rooms of

which 1 auditorium

Hôtel Salomon de Rothschild

(Paris 8

)

1,300 n/a 2014 (R) 2007

(R) 2010

(R) 2016

(R) 2024

25% n/a n/a 1 Restaurant

3 18

 century rooms

1 reception room

EM-A

Palais des Sports

(Paris 15

)

convention room from

2,000 to 4,200 seats

EM-JV

Total (according to the scope of consolidation) 563,900

(1) Including Les Boutiques du Palais.

(2) Car parks not owned by URW.

(3) Car parks are owned by CNIT C&E and shared between CNIT C&E, CNIT Offices and CNIT retail.

1.5 Portfolio

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

1.5.3 France: Offices & Others

Portfolio as at December 31, 2024

Total floor

space

(sqm)

Parking

spaces

Year of

acquisition

Construction (C)/

Refurbishment (R)

date

Occupancy

(EPRA

definition)

Total floor

space of the

property

owning

companies

(sqm)

% URW’s

% of

consolidation

Total floor

space

according to

consolidation

(sqm)

Main tenants (in terms

of rental

income)

Consolidation

method

Paris CBD, Paris and Western Paris

outskirts

Paris 15

Le Sextant

Just EAT

EM-JV

Sub-total “Paris CBD” 6,600

Paris – La Défense

Trinity

Technip FN-Power,

Sopra Steria, Altitude,

Mylan

CNIT (Offices)

38,600 1,123

(1)

1999 (R) 2009 79.1% 38,600 100% 100% 38,600 SNCF, ESSEC, IFSI,

Châteauform

Lightwell

(3)

33,600 127 1999 (R) 2010

(R) 2024

80.8% 33,600 100% 100% 33,600 ARKEMA FC

Les Villages de l’Arche

(4)

19,700 1,125 1999 (R) 2006

(R) 2020

(2)

65.0% 19,700 100% 100% 19,700 Gegensis, SMI, Groupe

Lucien

CNIT (Hotel)

10,800 n/a 1999 (R) 2009 100.0% 10,800 100% 100% 10,800 Hilton FC

Sub-total “Paris – La Défense” 152,700

Paris and Western Paris region

Pullman Paris-Montparnasse (Hotel)

(Paris 14

)

51,300 n/a 1998 (R) 2012

(R) 2021

100.0% 51,300 100% 100% 51,300 Pullman Hotel FC

20-24 Jacques Ibert

(4)

(Levallois-Perret)

29, rue du Port

(Nanterre)

France

Sub-total

“Paris and Western Paris region”

72,600

Other

Tour Rosny

(Rosny-sous-Bois)

14,200 203 2017

2018

Sub-total Other 14,200

Total (according to the scope of consolidation) 246,100

(1) Car parks are owned by CNIT C&E and shared between CNIT C&E, CNIT Offices and CNIT retail.

(2) For part of Village 5.

(3) Former name of the asset is Michelet-Galilée. Delivered in October 2024.

(4) Currently under redevelopment.

1.5 Portfolio

2 3 4 5 6 7 8CHAPTER 1

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

1.5.4 Central Europe: Shopping Centres

Portfolio as at December 31, 2024

GLA of

the whole

complex

(sqm)

Parking

spaces

Catchment

area

(in millions of

people)

Year of

acquisition

Construction (C)/

Refurbishment (R)

date

Occupancy

(EPRA

definition)

GLA of the

property

owning

companies

(sqm)

% URW’s

% of

consolidation

Total space

according to

consolidation

(sqm)

Consolidation

method

Czech Republic

Westfield Chodov

(Prague)

H&M, Peek & Cloppenburg, M&S, Zara,

Victoria’s Secret, Rituals;

297 units and a cinema complex (Cinema

City)

101,600 3,429 3.5 2005

2014

(C)(R) 2014

(C)(R) 2017

98.9% 101,600

100 % 100 %

101,600 FC

Centrum Černý Most

(2)

(Prague)

Decathlon, Peek & Cloppenburg, H&M, M&S,

Nespresso;

180 units and a cinema complex (Cinestar)

95.9% 68,500

22,500

75 %

100 %

68,500

22,500

Metropole Zličín

(Prague)

Peek & Cloppenburg, Reserved, Rituals, Gant

129 units and a cinema complex (Cinema

City)

99.9% 54,100 50% 50% 27,100 EM-JV

Sub-total Shopping Centres in Czech Republic 219,700

Poland

Westfield Arkadia

(Warsaw)

Uniqlo, Zara, Peek & Cloppenburg, H&M,

COS, & Other Stories, Victoria’s Secret,

Douglas, Mango;

221 units and a cinema complex (Cinema

City)

99.7% 79,900 100% 100% 79,900 FC

Westfield Mokotów

(Warsaw)

Carrefour, Peek & Cloppenburg, H&M, Zara,

Euro/RTV AGD;

220 units and a cinema complex (Cinema

City)

68,400 2,226 4.2 2003

2011

98.9% 68,400 100% 100% 68,400 FC

Złote Tarasy

(1)

(Warsaw)

Van Graaf, Zara, Reserved, H&M, Peek &

Cloppenburg;

185 units and a cinema complex (Cinema

City)

66,400 1,132 2.7 2007

2012

2013

Wroclavia

(Wroclaw)

Peek & Cloppenburg, H&M, Reserved, Zara,

Carrefour, CCC;

177 units and a cinema complex (Cinema

City)

CH Ursynów

(Warsaw)

Auchan, OBI, Zdrofit, Euro/RTV AGD;

29 units

Wileńska

(Warsaw)

Euro/RTV AGD, New Yorker, Reserved,

Pepco, Deichmann;

83 units

Sub-total Shopping Centres in Poland 279,900

Total (according to the scope of consolidation) 499,600

Catchment area: less than 30 minutes from the shopping centre.

(1) Not managed by URW.

(2) Currently under redevelopment

1.5 Portfolio

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

1.5.5 Central Europe: Offices & Others

Portfolio as at December 31, 2024

Total floor

space (sqm)

Year of

acquisition

Construction (C)/

Refurbishment (R)

date

Total floor

space of the

property

owning

companies

(sqm)

% URW’s

% of

consolidation

Total floor

space

according to

consolidation

(sqm)

Consolidation

method

Poland

Wileńska Offices

(Warsaw)

Wroclavia Offices

(Wroclaw)

Total (according to the scope of consolidation) 13,300

1.5.6 Spain: Shopping Centres

Portfolio as at December 31, 2024

GLA of

the whole

complex

(sqm)

Parking

spaces

Catchment

area

(in millions of

people)

Year of

acquisition

Construction (C)/

Refurbishment (R)

date

Occupancy

(EPRA

definition)

GLA of the

property

owning

companies

(sqm)

% URW’s

% of

consolidation

Total space

according to

consolidation

(sqm)

Consolidation

method

Spain

Westfield Parquesur

(Madrid)

Apple, Inditex, IKEA, Primark, Leroy Merlin,

MediaMarkt, Fnac;

188 units and a cinema complex

(R) 2005

(R) 2023

99.4% 129,900 100% 100% 129,900 FC

Bonaire

(Valencia)

Primark, Zara, C&A, Cinesa Luxe, Fnac;

150 units and a cinema complex

(R) 2003

(R) 2012

(R) 2016

99.4% 57,100 100% 100% 57,100 FC

Westfield La Maquinista

(Barcelona)

Zara, MediaMarkt, Apple, Leroy Merlin,

Lefties, JD Sports, Yelmo;

211 units and a cinema complex

(R) 2012

(R) 2021

(R) 2022

(R) 2023

98.8% 80,000 51% 100% 80,000 FC

La Vaguada

(Madrid)

Zara, IKEA, Nike, Fnac, JD Sports, Sfera;

146 URW (242 total) units and a cinema

complex

(R) 2003

(R) 2023

(R) 2024

93.6% 40,300 100% 100% 40,300 FC

Westfield Glòries

(Barcelona)

H&M, Zara, IKEA, Pull&Bear, Fnac, Uniqlo;

118 URW units and a cinema complex

70,100 2,271

(1)

(R) 2001

(R) 2014/15

(R) 2016

(R) 2017

97.4% 42,200 100% 100% 42,200 FC

Garbera

(San Sebastian)

MediaMarkt, Forum, H&M, Zara, Primark;

80 units and a cinema complex

(R) 2002

(R) 2014

(R) 2021

(R) 2022

(R) 2023

99.3% 45,000 100% 100% 45,000 FC

Splau

(Barcelona)

Primark, MediaMarkt, Zara, Mercadona,

Ilusiona;

157 units and a cinema complex

(R) 2012

97.7% 56,000 100% 100% 56,000 FC

Total (according to the scope of consolidation) 450,500

Catchment area: less than 30 minutes from the shopping centre.

(1) Car parks partly owned by URW.

1.5 Portfolio

2 3 4 5 6 7 8CHAPTER 1

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

1.5.7 Spain: Offices & Others

Portfolio as at December 31, 2024

Total floor

space (sqm)

Year of

acquisition

Construction (C)/

Refurbishment (R)

date

Total floor

space of the

property

owning

companies

(sqm)

% URW’s

% of

consolidation

Total floor

space

according to

consolidation

(sqm)

Consolidation

method

Spain

La Vaguada Offices

(Madrid)

10,300 2018 10,300 100% 100% 10,300 FC

Total (according to the scope of consolidation) 10,300

1.5.8 Nordics: Shopping Centres

Portfolio as at December 31, 2024

GLA of

the whole

complex

(sqm)

Parking

spaces

Catchment

area

(in millions of

people)

Year of

acquisition

Construction (C)/

Refurbishment (R)

date

Occupancy

(EPRA

definition)

GLA of the

property

owning

companies

(sqm)

% URW’s

% of

consolidation

Total space

according to

consolidation

(sqm)

Consolidation

method

Sweden

Westfield Mall of Scandinavia

(Greater Stockholm)

Tesla, Filmstaden, Uniqlo, H&M, Åhlens;

218 units and a cinema complex

Westfield Täby Centrum

(Greater Stockholm)

Apple, Filmstaden, H&M, ICA, SATS;

258 units and a cinema complex

(R) 1975

(R) 1992

(R) 2015

95.3% 86,800 100% 100% 86,800 FC

Nacka Forum

(Greater Stockholm)

H&M, Jumpyard, MediaMarkt, SATS, MIO;

130 units

(R) 1997

(R) 2008

95.0% 56,200 100% 100% 56,200 FC

Sub-total Shopping Centres in Sweden 248,200

Denmark

Fisketorvet

(Copenhagen)

Uniqlo, Føtex Hypermarket, Silvan, Bahne;

105 units and a cinema complex

(R) 2013

(R) 2024

86.0% 61,500 100% 100 % 61,500 FC

Sub-total Shopping Centres in Denmark 61,500

Total (according to the scope of consolidation) 309,700

Catchment area: less than 30 minutes from the shopping centre.

1.5.9 Nordics: Offices & Others

Portfolio as at December 31, 2024

Total floor

space (sqm)

Year of

acquisition

Construction (C)/

Refurbishment (R)

date

Total floor

space of the

property

owning

companies

(sqm)

% URW’s

% of

consolidation

Total floor

space

according to

consolidation

(sqm)

Consolidation

method

Sweden

Nacka Forum

(Greater Stockholm)

(R) 1997

(R) 2008

14,300 100% 100% 14,300 FC

Täby Centrum

(Greater Stockholm)

(R) 1975

(R) 1992

10,800 100% 100% 10,800 FC

Total (according to the scope of consolidation) 25,100

1.5 Portfolio

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

1.5.10 Austria: Shopping Centres

Portfolio as at December 31, 2024

GLA of

the whole

complex

(sqm)

Parking

spaces

Catchment

area

(in millions of

people)

Year of

acquisition

Construction (C)/

Refurbishment (R)

date

Occupancy

(EPRA

definition)

GLA of the

property

owning

companies

(sqm)

% URW’s

% of

consolidation

Total space

according to

consolidation

(sqm)

Consolidation

method

Austria

Westfield Shopping City Süd

(Vienna)

Zara, H&M, Primark, Peek & Cloppenburg,

MediaMarkt;

302 units and a cinema complex

(R) 2013

(R) 2023

97.5% 144,200 55% 100% 144,200 FC

Westfield Donau Zentrum

(Vienna)

Interspar, Zara, H&M, Peek & Cloppenburg,

C&A;

280 units, a cinema complex and hotel

(R) 2012

98.6% 127,200 100% 100% 127,200 FC

Total (according to the scope of consolidation) 271,400

Catchment area: less than 30 minutes from the shopping centre.

1.5.11 Austria: Offices & Others

Portfolio as at December 31, 2024

Total floor

space

(sqm)

Year of

acquisition

Construction (C)/

Refurbishment (R)

date

Total floor

space of the

property

owning

companies

(sqm)

% URW’s

% of

consolidation

Total floor

space

according to

consolidation

(sqm)

Consolidation

method

Austria

Donau Zentrum

(Vienna)

10,000 100% 100% 10,000 FC

Shopping City Süd

(Vienna)

Total (according to the scope of consolidation) 19,100

1.5 Portfolio

2 3 4 5 6 7 8CHAPTER 1

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

1.5.12 Germany: Shopping Centres

Portfolio as at December 31, 2024

GLA of

the whole

complex

(sqm)

Parking

spaces

Catchment

area

(in millions of

people)

Year of

acquisition

Construction (C)/

Refurbishment (R)

date

Occupancy

(EPRA

definition)

GLA of the

property

owning

companies

(sqm)

% URW’s

% of

consolidation

Total space

according to

consolidation

(sqm)

Consolidation

method

Germany

Westfield Centro

(Oberhausen)

Galeria Karstadt Kaufhof, H&M, Mango,

Sinn, TK Maxx, Wormland, Zara;

208 units and a cinema complex

50 %

50% 127,000 EM-JV

Westfield Ruhr Park

(Bochum)

Galeria Karstadt Kaufhof, Zara, H&M,

MediaMarkt, New Yorker, Sinn, Baltz;

160 units and a cinema complex

(R) 2015

99.4% 110,100 65% 100% 110,100 FC

Paunsdorf Center

(Leipzig)

C&A, Decathlon, H&M, Kaufland,

MediaMarkt, Müller;

189 units

(R) 2012

91.3% 107,100 45% 50% 53,600 EM-JV

Gropius Passagen

(Berlin)

Kaufland, MediaMarkt, Müller, Primark,

Woolworth;

153 units and a cinema complex

(R) 1997

(R) 2019

n/a 94,500 18% n/a n/a EM-A

Höfe am Brühl

(Leipzig)

H&M, MediaMarkt, Müller, New Yorker, Lidl,

Pull & Bear;

129 units

Palais Vest

(Recklinghausen)

C&A, H&M, Kaufland, MediaMarkt,

Reserved;

115 units

Minto

(Mönchengladbach)

H&M, Mango, Müller, Saturn, Sportscheck,

Zara;

118 units

Total (according to the scope of consolidation) 428,400

Catchment area: less than 30 minutes from the shopping centre.

1.5.13 Germany: Offices & Others

Portfolio as at December 31, 2024

Total floor

space

(sqm)

Year of

acquisition

Construction (C)/

Refurbishment (R)

date

Total floor

space of the

property

owning

companies

(sqm)

% URW’s

% of

consolidation

Total floor

space

according to

consolidation

(sqm)

Consolidation

method

Germany

Höfe am Brühl

(Leipzig)

Total (according to the scope of consolidation) 4,900

1.5 Portfolio

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

1.5.14 The Netherlands: Shopping Centres

Portfolio as at December 31, 2024

GLA of

the whole

complex

(sqm)

Parking

spaces

Catchment

area

(in millions of

people)

Year of

acquisition

Construction (C)/

Refurbishment (R)

date

Occupancy

(EPRA

definition)

GLA of the

property

owning

companies

(sqm)

% URW’s

% of

consolidation

Total space

according to

consolidation

(sqm)

Consolidation

method

The Netherlands

Westfield Mall of the Netherlands

(the Hague region)

Albert Heijn, Jumbo, MediaMarkt, Peek &

Cloppenburg, Zara;

259 units and a cinema complex

125,500 3,776

(1)

(R) 2021

96.1% 115,000 100% 100% 115,000 FC

Stadshart Zoetermeer

(Zoetermeer)

Albert Heijn XL, HEMA, Kruidvat,

MediaMarkt, Primark;

123 units

84,100 3,214

(1)

(R) 2005

95.7% 54,500 100% 100% 54,500 FC

Stadshart Amstelveen

(Amstelveen)

Albert Heijn, De Bijenkorf, H&M, HEMA,

Zara;

151 units

81,800 2,775

(1)

(R) 1998

95.6% 58,800 100% 100% 58,800 FC

Sub-total Shopping Centres in The

Netherlands

228,300

Other holdings in The Netherlands

In den Vijfhoek

(Oldenzaal)

Albert Heijn, Action, Library;

21 units

7,800 70

(2)

(R) 2021

n/a 7,800 100% 100% 7,800 FC

Zoetelaarpassage

(Almere)

Tanger supermarket, Casino;

19 units

6,500 450

(2)

(R) 2015

n/a 6,500 100% 100% 6,500 FC

Sub-total Other holdings in The Netherlands 14,300

Total (according to the scope of consolidation) 242,600

Catchment area: less than 30minutes from the shopping centre.

(1) Car parks are partly owned by URW and are shared between retail and office.

(2) Car parks not owned by URW.

1.5.15 The Netherlands: Offices & Others

Portfolio as at December 31, 2024

Total floor

space

(sqm)

Year of

acquisition

Construction (C)/

Refurbishment (R)

date

Total floor

space of the

property

owning

companies

(sqm)

% URW’s

% of

consolidation

Total floor

space

according to

consolidation

(sqm)

Consolidation

method

The Netherlands

Stadshart Amstelveen

(Amstelveen)

5,800 2005/

2016

Stadshart Zoetermeer

(Zoetermeer)

5,700 1983/

2005

n/a 5,600 100% 100% 5,600 FC

Total (according to the scope of consolidation) 11,000

1.5 Portfolio

2 3 4 5 6 7 8CHAPTER 1

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

1.5.16 United States: Shopping Centres

Portfolio as at December 31, 2024

GLA of

the whole

complex

(sqm)

Parking

spaces

Catchment

area

(in millions of

people)

Year of

acquisition

Construction (C)/

Refurbishment (R)

date

Occupancy

(EPRA

definition)

GLA of the

property

owning

companies

(sqm)

% URW’s

% of

consolidation

Total space

according to

consolidation

(sqm)

Consolidation

method

United States Flagships incl. CBD

centres

Westfield Garden State Plaza

(Paramus, New Jersey)

Gucci, Louis Vuitton, Burberry, Versace,

Apple;

331 units and AMC Theatre

(R) 1997

(R) 2007

(R) 2014

92.7% 106,700 50% 50% 53,300 EM-JV

Westfield Valley Fair

(Santa Clara, California)

Cartier, Louis Vuitton, Gucci, Tiffany, Apple,

Eataly, Prada, Longchamp, Alamo Theater;

348 units

(R) 2002

(R) 2013

(R) 2016

(R) 2020

95.2% 95,700 50% 50% 47,800 EM-JV

Westfield Southcenter

(Seattle, Washington)

Abercrombie, Express, Lululemon, Sephora,

Victoria’s Secret;

234 units and AMC Theatre

(R) 2008

(R) 2012

92.8% 75,200 55% 55% 41,400 EM-JV

Westfield Topanga

(Canoga Park, California)

Apple, Tesla, Tiffany, Nespresso, Lululemon;

260 units and AMC Theatre

(R) 1994

(R) 2006

(R) 2008

(R) 2019

91.7% 82,500 55% 55% 45,400 EM-JV

Westfield Old Orchard

(Skokie, Illinois)

Louis Vuitton, Tiffany, Lululemon, Aritzia,

Crate & Barrel;

164 units

(R) 2007

(R) 2011

(R) 2013

92.0% 76,500 100% 100% 76,500 FC

Westfield Galleria at Roseville

(Roseville, California)

Gucci, Macy’s, Louis Vuitton, Apple,

Restoration Hardware;

241 units

(R) 2008

(R) 2018

92.5% 76,900 100% 100% 76,900 FC

Westfield Montgomery

(Bethesda, Maryland)

Apple, Bath & Body Works, Lululemon, Tesla,

Sephora;

226 units and AMC Theatre

124,800 5,689 3.2 1994

2024

(R) 2001

(R) 2014

(R) 2016

85.2% 77,700 100% 100% 77,700 FC

Westfield Century City

(Los Angeles, California)

Nordstrom, Eataly, Tiffany, Tesla, Equinox,

Tag Heuer, Aritzia, Lululemon;

276 units and AMC Theatre

(R) 2006

(R) 2013

(R) 2017

96.1% 89,100 100% 100% 89,100 FC

Westfield UTC

(San Diego, California)

Hermès, Chanel, Tesla, Aritzia, Lululemon;

252 units and AMC Theatre

(R) 1998

(R) 2007

(R) 2012

(R) 2017

97.3% 86,400 50% 50% 43,200 EM-JV

Westfield Culver City

(Culver City, California)

Macy’s, H&M, Adidas, Victoria’s Secret;

181 units

(R) 2009

(R) 2012

97.5% 63,100 55% 55% 34,700 EM-JV

Westfield World Trade Center

(New York, New York)

Apple, Longines, Eataly, H&M, Banana

Republic;

128 units

Sub-total Flagship Shopping Centres in the US 622,100

1.5 Portfolio

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Portfolio as at December 31, 2024

GLA of

the whole

complex

(sqm)

Parking

spaces

Catchment

area

(in millions of

people)

Year of

acquisition

Construction (C)/

Refurbishment (R)

date

Occupancy

(EPRA

definition)

GLA of the

property

owning

companies

(sqm)

% URW’s

% of

consolidation

Total space

according to

consolidation

(sqm)

Consolidation

method

United States Regional centres

Westfield Wheaton

(Wheaton, Maryland)

Aldo, Footlocker, Costco, H&M;

184 units and AMC Theatre

(R) 2005

(R) 2013

(R) 2016

94.9% 65,000 53% 53% 34,400 EM-JV

Westfield Oakridge

(San Jose, California)

Apple, Aldo, Sephora, Vans;

194 units and Century Theatre

(R) 2003

89.0% 74,000 55% 55% 40,700 EM-JV

Westfield Plaza Bonita

(National City, California)

H&M, Aldo, Forever 21, Pandora;

189 units and AMC Theatre

(R) 2008

(R) 2011

95.3% 54,800 55% 55% 30,100 EM-JV

Westfield Fashion Square

(Sherman Oaks, California)

Apple, Bath & Body Works, Macy’s,

Lululemon, Tesla;

157 units

(R) 2012

91.1% 34,700 50% 50% 17,300 EM-JV

Sub-total Regional Shopping Centres in the US 122,500

Total (according to the scope of consolidation) 744,600

1.5.17 United States: Offices & Others

Portfolio as at December 31, 2024

Total floor

space

(sqm)

Year of

acquisition

Construction (C)/

Refurbishment (R)

date

Total floor

space of the

property

owning

companies

(sqm)

% URW’s

% of

consolidation

Total floor

space

according to

consolidation

(sqm)

Consolidation

method

United States

Wheaton Office

(Wheaton, Maryland)

19,400 1997 19,400 53% 53% 10,300 EM-JV

San Francisco Centre

(San Francisco, California)

9,800 1996 (R) 2006 9,800 100% 100% 9,800 FC

Old Orchard Office

(Skokie, Illinois)

Corbin Office

(New York, New York)

2,900 2014 2,900 100% 100% 2,900 FC

Total (according to the scope of consolidation) 31,300

1.5 Portfolio

2 3 4 5 6 7 8CHAPTER 1

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

1.5.18 United Kingdom: Shopping Centres

Portfolio as at December 31, 2024

GLA of

the whole

complex

(sqm)

Parking

spaces

Catchment

area

(in millions of

people)

Year of

acquisition

Construction (C)/

Refurbishment (R)

date

Occupancy

(EPRA

definition)

GLA of the

property

owning

companies

(sqm)

% URW’s

% of

consolidation

Total space

according to

consolidation

(sqm)

Consolidation

method

United Kingdom

Westfield London

(London, Shepherds Bush)

John Lewis, M&S, Vue;

463 units and a cinema complex

(R) 2018

90.8% 236,400 50% 50% 118,200 JO

Westfield Stratford City

(London, Stratford)

John Lewis, M&S, Waitrose, Vue,

Aspers Casino;

316 units and a cinema complex

97.6% 181,800

7,000

50%

100%

50%

100%

90,900

7,000

EM-JV &

Sub-total Shopping Centres in the UK 216,100

Other holdings

Whitgift

(Croydon)

M&S, Boots, New Look, River Island,

Superdry, The Entertainer;

166 units

141,900 2,039 1.9 2013

2023

Centrale

(Croydon)

House of Fraser, H&M, Zara, Next,

Sports Direct, Metro Bank;

75 units

74,100 950 1.9 2013

2023

Drummond

Centre

(R) 2004

n/a 74,100 100% 100% 74,100 FC

Sub-total Other holdings in the UK 216,000

Total (according to the scope of consolidation) 432,100

Catchment area: calculated by CACI.

1.5.19 United Kingdom: Offices & Others

Portfolio as at December 31, 2024

Total floor

space

(sqm)

Year of

acquisition

Construction (C)/

Refurbishment (R)

date

Total floor

space of the

property

owning

companies

(sqm)

% URW’s

% of

consolidation

Total floor

space

according to

consolidation

(sqm)

Consolidation

method

United Kingdom

Westfield London

(London)

Total (according to the scope of consolidation) 6,800

FC = Fully Consolidated

EM-JV = Joint Venture under the equity method

EM-A = Associates under the equity method

JO = Joint Operation

1.5 Portfolio

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

1.6 Overview of valuation reports prepared by URW SE’s independent

external appraisers for the European assets

Scope of instructions

In accordance with your instructions we have undertaken valuations of

the various freehold and leasehold property interests as at December

31, 2024 (the “valuation date”) either held directly by Unibail-Rodamco-

Westfield SE (the “Company”) or held in a Joint Venture where the

Company holds a share, as referred to in our valuation reports for each

individual property. This Overview letter has been prepared for inclusion

in the Company’s accounts. The valuations have been undertaken by

our local valuation teams in each relevant country and have been

reviewed by the Pan European Valuation teams of all three valuation

ﬁrms. In arriving at an opinion of Fair Value (as defined in IFRS 13) for

each property we have taken into consideration European wide

investment transaction activity and not solely any investment activity in

the domestic market. The intangible assets were appraised by the EY

Advisory team in Paris.

We can confirm that we did not receive fees from the Company

representing more than 10% of our respective turnovers.

We can also conﬁrm that our opinion of Fair Value has been reviewed

against other valuations conducted across Europe, if applicable, for

consistency of approach and consideration of the evidence and

sentiment in the market place.

The valuations have been based upon the discounted cash ﬂow ("DCF")

or yield methodologies that are regularly used for these types of

properties.

Following the tangible assets’ rotation made in 2021 by the Company

and the one on intangible assets done in 2024, we confirm that, in

situations where an appraisal firm saw its valuation mandate renewed

for a given asset, the appraisal signatory of such asset did not exceed

two consecutive mandates of four years, in accordance with RICS

recommendations.

Basis of valuation and assumptions

We set out below the basis and assumptions we have used in preparing

our Valuation.

We conﬁrm that the valuations have been made in accordance with the

appropriate sections of the current Practice Statements contained

within the RICS Valuation – Professional Standards (the “Red Book”).

This is an internationally accepted basis of valuation. Our valuations are

fully compliant with IFRS accounting standards and IVSC valuation

standards and guidance.

The valuations have been also prepared in accordance with the AMF

recommendations regarding the presentation of valuation parameters

of listed real estate companies, published February 8, 2010.

We can conﬁrm that we have prepared our valuations as External

Valuers as deﬁned in the Royal Institution of Chartered Surveyors

Valuation Standards and our valuations have been prepared in

accordance with our General Principles.

Our valuations are prepared on the basis of Fair Value and are reported

as gross values (Fair value gross of any deduction made for typical

purchaser costs).

Intangible assets and businesses

Regarding the valuation of intangible assets attached to the shopping

centres and of businesses, the instructions, standards and

confirmations specific to real estate valuation do not apply.

Date of valuation

The effective date of valuation is December 31, 2024.

Date of inspection

The properties were inspected in the timeframe of January 2024 and

December 2024.

1.6 Overview of valuation reports prepared by URW SE’s independent external appraisers for the European assets

2 3 4 5 6 7 8CHAPTER 1

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Aggregated total amount of value of the total property portfolio per the date of the

report

Appraiser Sector

Number of assets

appraised

Number of assets

visited in 2024

Valuation including

transfer taxes

(a)

(€ Mn)

Cushman & Wakefield Shopping Centres/Offices & Others 42 38 17,246

Jones Lang Lasalle Shopping Centres/Offices & Others 45 42 16,444

PricewaterhouseCoopers Convention & Exhibition 12 12 2,538

Ernst & Young Shopping Centres 1 – 280

Other appraisers Shopping Centres 3 – 3,348

Internal valuation Shopping Centres 2 – 1

Impact of the assets valued by two appraisers Shopping Centres (5) – (2,557)

Assets valued at cost and/or not appraised Shopping Centres/Offices & Others – – 1,245

Total portfolio

100 92 38,546

(a) On a proportionate basis.

Aggregated total value for all leasehold and all freehold properties

Valuation including

transfer taxes

(a)

(€ Mn)

Freehold 34,997

Leasehold 3,548

Total portfolio

38,546

(a) On a proportionate basis.

Information

We have requested company management to conﬁrm that the

information which it has supplied to us in respect of the property and its

lessees is both comprehensive and correct in all material aspects. It

follows that we have made an assumption that details of all matters

likely to affect value within their collective knowledge such as operating

expenses, committed capital expenditures, ﬁnancial elements

including any doubtful debtors, sales based rental levels, prospective

and signed leasing deals, lease incentives and all rent roll information

and vacant units have been made available to us and that the

information is up to date in all material aspects.

Floor areas

We have not measured the property and have relied on the areas which

have been supplied to us.

Environmental investigations and ground

conditions

We were not instructed to carry out a site survey or environmental

assessment nor have we investigated any historical records to establish

whether any land or premises are, or have been, contaminated. Unless

we have been provided with information to the contrary, we assume that

properties are not, nor are likely to be, affected by land contamination

and that there are no ground conditions which would affect their present

or future use.

Planning

We have not seen planning consents and we assume that properties

have been erected and are being occupied and used in accordance with

all necessary consents and that there are no outstanding statutory

notices. We assume that buildings comply with all statutory and Local

Authority requirements including building, ﬁre and health and safety

regulations. We also assume that any extensions currently under

construction satisfy all planning regulations and all necessary permits

are in place.

Title and tenancies

We have relied upon tenancy schedules, summaries of additional

income, non-recoverable costs and capital expenditure and business

plans which have been supplied to us.

Our valuations assume that, other than disclosed in our reports, there is

good and marketable title to the properties and that they are free of any

undisclosed burdens, outgoings, restrictions or charges. We have not

read documents of title and for the purposes of our advice have

accepted the details of tenure, tenancies and all other relevant

information, which have been supplied by the Company.

1.6 Overview of valuation reports prepared by URW SE’s independent external appraisers for the European assets

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Condition

We have reﬂected the general condition of the property as noted during

our inspections. We were not instructed to carry out a structural survey

but we have reﬂected any apparent wants of repair in our opinion of the

value as appropriate. The property has been valued on the basis of the

Company’s advice except where we have been speciﬁcally advised to

the contrary, that no harmful materials have been used in its

construction.

Taxation

Our valuations are prepared on the basis of Fair Value and are reported

as gross values (Fair value gross of any deduction made for typical

purchaser costs). No allowance has been made in our valuations for

expenses of realisation or for any taxation, which may arise in the event

of a disposal. However, when we have used the DCF methodology, we

have deducted registration duty and transaction costs at the end of the

model for the assessment of the exit value. All rental and capital values

stated are exclusive of Valued Added Tax.

Valuation approach/impact

Properties that do not meet the sustainability characteristics expected

in the market may represent a higher investment risk. Changes to

legislation and market perception may affect prospects for rental and

capital growth, and susceptibility to obsolescence. This view is

supported by the RICS in their recently published guidance note

“Sustainability and ESG in commercial property valuation and strategic

advice (3

Edition).”

As of today, we are currently collecting some ESG information and KPIs

on properties being valued in EMEA and we are analysing the

transactional market evidence to understand what importance is given

to each ESG factor and how they are or were priced by buyers in ongoing

or recent transactions. At this stage, there is limited information

available to rationalise the exact impact of ESG and its components on

market values, as many investors recently finalised their strategy and

only started to collect KPIs. Some local and EU regulations are also

recent, what does not provide sufficient experience to fully embrace the

potential implications and possible solutions to comply with these

regulations.

The existence of a green premium for the more sustainable buildings is

a matter of ongoing market monitoring, investigation and debate.

Appropriate levels of market evidence have yet to be established to

demonstrate fully whether additional value can be ascribed to retail

assets. This investment market monitoring is also to assess where a

brown discount is appropriate. As yet in the market we observe the yield

gap between prime and more secondary assets to be widening with

secondary assets often by definition to have lower EPC ratings.

Additionally, we consider that it is likely that further legislation and

regulation will be introduced in coming years. Alongside this, occupiers

and investors in some sectors are becoming more attentive to the

sustainability aspects of the buildings they choose to occupy or

purchase.

In assessing our Market value, we have also considered the most

recently transacted shopping centres and their ESG performance

(Westfield Carré Sénart, Crossroads portfolio, Westfield Shopping City

Süd, Aupark, Almere, Pasing Arcaden, Equinoccio and CH Ursynów). We

would consider that these transactions give indications on what yields

can be achieved for shopping centres with a similar sort of ESG

performances.

In our study we have considered where the information provided is a

positive or negative outlier relative to the average and assessed

whether this matches the overall quality assessment of the asset to

determine whether there is reduced or enhanced risk at an asset level.

Overall, there is a lack of market evidence to show that there is a value

impact for the sector at the valuation date but we will continue to track

the risk profiles of the assets and work with URW in assessing the data

set available.

We observe that URW is well advanced on ESG topics compared to their

peers and was able to provide us with a significant amount of

information to allow us to analyse the ESG performances of the

portfolio.

Confidentiality and publication

Finally and in accordance with our normal practice we conﬁrm that our valuations are conﬁdential to the party to whom it is addressed for the specific

purpose to which they refer. No responsibility whatsoever is accepted to any third party and neither the whole of our valuation reports, nor any part,

nor references thereto may be published in any document, statement or circular, nor in any communication with third parties without our prior written

approval of the form and context in which it will appear. In signing this Overview, each appraiser does so on its behalf for its own valuation work only.

Yours faithfully,

Christian Luft MRICS

Director

For and on behalf of Jones Lang LaSalle Limited

Geoffroy Schmitt

Partner

For and on behalf of PwC Corporate Finance

Jean-Philippe Carmarans MRICS

Director

For and on behalf of Cushman & Wakefield

Christophe Barthet

Partner

For and on behalf of EY Advisory

1.6 Overview of valuation reports prepared by URW SE’s independent external appraisers for the European assets

2 3 4 5 6 7 8CHAPTER 1

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

1.7 Overview of valuation reports prepared by URW SE’s independent

external appraisers for the American assets

Scope of instructions

In accordance with your instructions we have undertaken valuations of

the various freehold and leasehold property interests as at December

31, 2024 (the “valuation date”) either held directly by Unibail-Rodamco-

Westfield SE (the “Company”) or held in a Joint Venture where the

Company holds a share, as referred to in our valuation reports for each

individual property. This Overview letter has been prepared for inclusion

in the Company’s accounts. The valuations have been undertaken by

our local valuation teams for each relevant asset and have been

reviewed at the national level by each ﬁrm’s engagement leadership. In

arriving at an opinion of Fair Value (as defined in IFRS 13) for each

property we have taken into consideration nationwide investment

transaction activity and not solely any investment activity in the local

markets. The intangible assets were appraised by the EY Advisory team

in Paris.

We can confirm that we did not receive fees from the Company

representing more than 10% of our respective turnovers.

We can also conﬁrm that our opinion of Fair Value has been prepared

under guidelines as stipulated in the Uniform Standards of Professional

Appraisal Practice ("USPAP"), which provide for a consistency of

approach and analysis for all valuations undertaken in the US. The

valuations have been based upon the discounted cash ﬂow or yield

methodologies that are regularly used for these types of properties.

Following the tangible and intangible assets’ rotation made in 2024, we

confirm that, in situations where an appraisal firm saw its valuation

mandate renewed for a given asset, the appraisal signatory of such

asset did not exceed two consecutive mandates of four years, in

accordance with RICS recommendations.

Basis of valuation and assumptions

We set out below the basis and assumptions we have used in preparing

our Valuation.

We conﬁrm that the valuations have been made in accordance with the

appropriate sections of the current Practice Statements contained

within the RICS Valuation – Professional Standards (the “Red Book”).

This is an internationally accepted basis of valuation. Our valuations are

fully compliant with IFRS accounting standards and IVSC valuation

standards and guidance.

The valuations have been also prepared in accordance with the AMF

recommendations regarding the presentation of valuation parameters

of listed real estate companies, published February 8, 2010.

We can conﬁrm that we have prepared our valuations as External

Valuers as deﬁned in the Royal Institution of Chartered Surveyors

Valuation Standards and our valuations have been prepared in

accordance with our General Principles.

Our valuations are prepared on the basis of Fair Value and are reported

as gross values (Fair Value gross of any deduction made for typical

purchaser costs) and as net values (Fair Value after deduction of typical

purchaser costs).

All assets were valued on a total basis without regard to the Company’s

ownership share and as unencumbered by debt.

Intangible assets and businesses

Regarding the valuation of intangible assets attached to the shopping

centres and of businesses, the instructions, standards and

confirmations specific to real estate valuation do not apply.

Date of valuation

The effective date of valuation is December 31, 2024.

Date of inspection

The properties were inspected in the timeframe of January 2024 and

December 2024.

1.7 Overview of valuation reports prepared by URW SE’s independent external appraisers for the American assets

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Aggregated total amount of value of the total property portfolio per the date of the

report

Appraiser Sector

Number of assets

appraised

Number of assets

visited in 2024

Valuation including

transfer taxes

(a)

(€ Mn)

Cushman & Wakefield Shopping Centres/Offices & Others 7 7 3,040

Kroll Shopping Centres 8 8 6,636

Ernst & Young Shopping Centres 1 – 163

Other appraisers Shopping Centres/Offices & Others – – 250

Internal valuation Offices & Others – – 41

Assets valued at cost and/or not appraised Shopping Centres/Offices & Others – – 42

Total portfolio

16 15 10,172

(a) On a proportionate basis.

Aggregated total value for all leasehold and all freehold properties

Valuation including

transfer taxes

(a)

(€ Mn)

Freehold 7,804

Leasehold 2,368

Total portfolio 10,172

(a) On a proportionate basis.

Information

We have requested company management to conﬁrm that the

information which it has supplied to us in respect of the property and its

lessees is both comprehensive and correct in all material aspects. It

follows that we have made an assumption that details of all matters

likely to affect value within their collective knowledge such as operating

expenses, committed capital expenditures, ﬁnancial elements

including any doubtful debtors, sales based rental levels, prospective

and signed leasing deals, lease incentives and all rent roll information

and vacant units have been made available to us and that the

information is up to date in all material aspects.

Floor areas

We have not measured the property and have relied on the areas which

have been supplied to us.

Environmental investigations and ground

conditions

We were not instructed to carry out a site survey or environmental

assessment nor have we investigated any historical records to establish

whether any land or premises are, or have been, contaminated. Unless

we have been provided with information to the contrary, we assume that

properties are not, nor are likely to be, affected by land contamination

and that there are no ground conditions which would affect their present

or future use.

Planning

We have not seen planning consents and we assume that properties

have been erected and are being occupied and used in accordance with

all necessary consents and that there are no outstanding statutory

notices. We assume that buildings comply with all statutory and Local

Authority requirements including building, ﬁre and health and safety

regulations. We also assume that any extensions currently under

construction satisfy all planning regulations and all necessary permits

are in place.

Title and tenancies

We have relied upon tenancy schedules, summaries of additional

income, non-recoverable costs and capital expenditure and business

plans which have been supplied to us.

Our valuations assume that, other than disclosed in our reports, there is

good and marketable title to the properties and that they are free of any

undisclosed burdens, outgoings, restrictions or charges. We have not

read documents of title and for the purposes of our advice have

accepted the details of tenure, tenancies and all other relevant

information, which have been supplied by the Company.

Condition

We have reﬂected the general condition of the property as noted during

our inspections. We were not instructed to carry out a structural survey

but we have reﬂected any apparent wants of repair in our opinion of the

value as appropriate. The property has been valued on the basis of the

Company’s advice except where we have been speciﬁcally advised to

the contrary, that no harmful materials have been used in its

construction.

1.7 Overview of valuation reports prepared by URW SE’s independent external appraisers for the American assets

2 3 4 5 6 7 8CHAPTER 1

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Taxation

Our valuations are prepared on the basis of Fair Value and are reported

as gross values (Fair Value gross of any deduction made for typical

purchaser costs) and as net values (Fair Value after deduction of typical

purchaser costs). In addition, when we have used the DCF methodology,

we have deducted registration duty and transaction costs at the end of

the model for the assessment of the exit value. All rental and capital

values stated are exclusive of Valued Added Tax.

Confidentiality and publication

Finally and in accordance with our normal practice we conﬁrm that our

valuations are conﬁdential to the party to whom it is addressed for the

specific purpose to which they refer. No responsibility whatsoever is

accepted to any third party and neither the whole of our valuation

reports, nor any part, nor references thereto may be published in any

document, statement or circular, nor in any communication with third

parties without our prior written approval of the form and context in

which it will appear. In signing this Overview, each appraiser does so on

its behalf for its own valuation work only.

Yours faithfully,

Deborah A. Jackson, CRE, FRICS

Senior Managing Director

For and on behalf of Cushman & Wakefield

Kroll, LLC

For and on behalf of Kroll

Christophe Barthet

Partner

For and on behalf of EY Advisory

1.7 Overview of valuation reports prepared by URW SE’s independent external appraisers for the American assets

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

1.8 Structure

URW Group comprises 2 main legal entities:

• Unibail-Rodamco-Westfield SE (“URW SE”) with a registered office in

France; and

• Unibail-Rodamco-Westfield N.V. (“URW NV”), with a registered office

in The Netherlands.

The shares of URW SE and the Class A shares of URW NV are stapled

together (the “Stapled Shares”) such that holders hold an interest in

both URW SE and URW NV as if they held an interest in a single

(combined) company. Any holder of a Stapled Share has the rights and

obligations of both a shareholder of URW SE and a shareholder of URW

NV:

• The right to attend and to vote at general meetings of both companies

and the right to receive dividends paid by both companies; and

• The obligation to disclose threshold crossing in both companies to

the French Market Authority for URW SE and to the Dutch Market

Authority for URW NV and all disclosure requirements described in

the Articles of Association of both companies.

The Stapled Shares are traded on the regulated market of Euronext

Paris. The Group obtained the approval of the Euronext Listing Board on

February 28, 2023 to change its market of reference from Euronext

Amsterdam to Euronext Paris and delist the URW Stapled Shares from

Euronext Amsterdam, while maintaining their listing on Euronext Paris.

In addition, a secondary listing on the Australian Securities Exchange

has been established to allow former Westfield Corporation

shareholders to trade Stapled Shares locally in the form of Chess

Depositary Interests (“CDIs”).

The structure has been designed to take into account the interests of all

former Unibail-Rodamco and Westfield Corporation shareholders by

preserving the respective REIT regimes. URW Group operates under the

Sociétés d’Investissements Immobiliers Cotées (“SIIC”) regime in

France, the Sociedades Anónimas Cotizadas de Inversión en el Mercado

Inmobiliario (“SOCIMI”) regime in Spain, the Fiscal Investment

Institution (fiscale beleggingsinstelling, “FII”) regime for URW NV in The

Netherlands and the Real Estate Investment Trust (“REIT”) regime in

the United Kingdom and the United States.

While both entities have separate decision-making corporate bodies,

independent Supervisory Boards and Management Boards, alignment

and coordination between both entities is guaranteed by the

appointment of the Chief Executive Officer and Chief Financial Officer of

URW SE to the Supervisory Board of URW NV, and appointment of the

URW US Chief Operating Officer, who is the Chairman of the

Management Board of URW NV, to the Executive Committee of the URW

Group.

URW SE fully consolidates URW NV and its controlled undertakings and

URW SE’s consolidated financial statements therefore represent a

comprehensive overview of the Group.

For any further information related to URW NV, please refer to its

Annual Report available on the website (https://www.urw-nv.com/en/

investors/financial-information).

(1) Also owns a few Dutch assets.

UNIBAIL-RODAMCO-WESTFIELD SE

FRENCH REIT

UNIBAIL-RODAMCO-WESTFIELD N.V.

(1)

DUTCH REIT

UNIBAIL-RODAMCO-WESTFIELD

SECURITY HOLDERS

STAPLED

EUROPEAN

ASSETS

SERVICES

US ASSETS

REIT

59.5%100%

40.5%

CROSS GUARANTEES

1.8 Structure

2 3 4 5 6 7 8CHAPTER 1

Presentation of the Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

1.9 Simpl

ified Group organisational chart structure

As at December 31, 2024, the Group is structured as follows:

* Australian entities.

UNIBAIL-RODAMCO-WESTFIELD SE

100%

URW

AMERICA INC

WHL USA

SUBSIDIARIES

WEA HOLDINGS,

LLC

UNITED STATES

FRANCE

EUROPE

74.80%

25.20%

30.07%

69.93%

United States part of the Group.

100%

NORDIC

SUBSIDIARIES

100%

GERMAN

SUBSIDIARIES

100%

AUSTRIAN

SUBSIDIARIES

100%

CZECH

SUBSIDIARIES

100%

POLISH

SUBSIDIARIES

100%

DUTCH

SUBSIDIARIES

100%

SPANISH

SUBSIDIARIES

100%

RODAMCO EUROPE

PROPERTIES B.V.

100%

UNIBAIL-RODAMCO

TH B.V.

100%

SUBSIDIARIES

40.5%

UNIBAIL-RODAMCO-

WESTFIELD N.V.

100%

WESTFIELD

CORPORATION LTD*

100%

WAT*

100%

WFD TRUST*

100%

US SERVICES

DIVISION

SUBSIDIARIES

100%

SERVICES DIVISION

SUBSIDIARIES

50%

CONVENTIONS &

EXHIBITIONS DIVISION

SUBSIDIARIES

100%

OFFICES DIVISION

SUBSIDIARIES

100%

RETAIL DIVISION –

DEVELOPMENT PROJECT

SUBSIDIARIES

100%

RETAIL DIVISION

SUBSIDIARIES

100%

UNI-COMMERCES SAS

100%

DORIA SAS

100%

OFFICES DIVISION –

DEVELOPMENT PROJECT

SUBSIDIARIES

1.9 Simplified Group organisational chart structure

Presentation of the

Group

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

1.9 Simplified Group organisational chart structure

2 3 4 5 6 7 8CHAPTER 1

Presentation of the Group

CHAPTER 2

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

CORPORATE

GOVERNANCE AND

REMUNERATION

2.1 Governance principles – Afep-Medef Code 41

2.2 Management and supervisory bodies 41

2.2.1 The Management Board 41

2.2.2 The Supervisory Board 49

2.2.3 The Executive Committee 80

2.3 Management and Supervisory Boards'

remuneration

2.3.1 Remuneration Policy 83

2.3.2 Corporate officers' remuneration report 92

2.3.3 Supplementary information 102

2.3.4 Performance Stock Options, Performance and Retention Share

plans and employee shareholding

114

2.4 Ethics and compliance within the URW

Group

117

2.4.1 Ethics and compliance: a daily and essential requirement 117

2.4.2 Compliance governance framework 117

2.4.3 Compliance organisational framework 117

2.4.4 Compliance programme 118

2.4.5 Anti-Corruption Programme 118

2.4.6 Prevention of money laundering and terrorism financing 120

2.4.7 Personal data protection 120

2.5 Report of the Supervisory Board on

corporate governance

121

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

2.1 Governance principles – Afep-Medef Code

Unibail-Rodamco-Westfield SE (“URW SE”) voluntarily refers to the

Afep-Medef Corporate Governance Code of Listed Companies in the

version of December 2022 (the “Afep-Medef Code” or “Code”). The Code

is available on the AFEP (Association française des entreprises privées,

French Association of Large Companies) website.

The Company strives to continuously apply the highest standards of

corporate governance.

Recommendations set forth in the Afep-Medef Code are examined each

year by the Governance, Nomination and Remuneration Committee

(“GNRC”), which reports to the Supervisory Board (“SB”), in close

collaboration with the Management Board (“MB”). Close attention is

also paid to the report of the High Committee for Corporate

Governance (Haut Comité de Gouvernement d’Entreprise), the report

of the French Financial Markets Authority (Autorité des marchés

financiers, (“AMF”)) on corporate governance and the remuneration of

executives of listed companies, changes in governance practices in

France and abroad, and the voting policies of investors and voting

advisory agencies. To this end, an analysis incorporating the

Company’s practices and, where appropriate, proposals for

improvement, in the form of an action plan, are submitted to the GNRC

and subsequently to the SB.

Thus, at its meeting of February 12, 2025, the SB carried out, in

accordance with Article L. 22-10-10 of the French Commercial Code, a

review of the Company’s proper application of the Afep-Medef Code

and the proposals for improvement made by the GNRC. The SB

concluded that the Group applies all recommendations of said Code,

including those regarding the remuneration of executives of listed

French companies.

2.2 Management and supervisory bodies

Since 2007, the Company has adopted a dual governance structure:

a European company with MB and SB, considering that such

structure meets the best standards in corporate governance.

It ensures a balanced structure between efficient and responsive

management by the MB and control by the SB, whose diverse

composition guarantees its independence and the quality of its

supervision.

2.2.1 The Management Board

The MB is the Company’s collegial decision-making body and is

overseen by the SB. The MB members are collectively

responsible for the Company’s management and general course

of business. Its mission consists of establishing and executing the

Company’s strategy, effectively structuring and staffing the

Company to ensure efficient functioning, achieving the projected

financial results and communicating these results in the best

manner.

2.2.1.1 Composition of the Management Board

As of December 31, 2024, the MB is composed of 5 members and chaired by Mr Jean-Marie Tritant. The business address of the MB members is

the Company’s registered address, 7, Place du Chancelier Adenauer, 75016 Paris. The MB members are appointed for a period of 4 years, until

the general meeting deciding on the accounts of the past financial year held in the year in which their functions expire.

MB members Nationality Age Gender Main function Starting date Renewal date

Expiry date of the

term of office

Jean-Marie Tritant French 57 M Chief Executive Officer (“CEO”)

MB Chairman

January 1, 2021

December 4, 2024

2028

Sylvain Montcouquiol French 50 M Chief Resources and Sustainability Officer (“CRSO”)

MB member

January 1, 2022

–

2026

Fabrice Mouchel French 54 M Chief Financial Officer (“CFO”)

MB member

January 5, 2021

December 4, 2024

2028

Vincent Rouget French 44 M Chief Strategy and Investment Officer (“CSIO”)

MB member

June 1, 2023

–

2027

Anne-Sophie Sancerre French 46 F Chief Customer and Retail Officer (“CCRO”)

MB member

May 2, 2023

–

2027

2.1 Governance principles – Afep-Medef Code

1 3 4 5 6 7 8CHAPTER 2

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

MR JEAN-MARIE

TRITANT

• Graduate of Burgundy – Business School (previously ESC Dijon);

• Master’s Degree from Paris I-Sorbonne University in commercial real

estate (a qualification recognised by the Royal Institute of Chartered

Surveyors);

• Started his career at Arthur Andersen Paris;

• Joined Unibail in 1997;

• Appointed as Managing Director of the Office Division in 2002, and

Managing Director Retail France in 2007;

• Appointed to the MB of Unibail-Rodamco SE as Chief Operating Officer

effective from April 25, 2013, and as President US in June 7, 2018; and

• Appointed as MB Chairman and CEO as of January 1, 2021, and renewed in

his mandate as of December 4, 2024.

MB CHAIRMAN –

CHIEF EXECUTIVE

OFFICER

BORN ON:

November 10, 1967

NATIONALITY:

French

NUMBER OF STAPLED

SHARES HELD:

61,183

(1)

OTHER CURRENT FUNCTIONS AND MANDATES

French Companies / Entities

• Representative of URW SE as member of the French

Fédération des Entreprises Immobilières;

• Non-Executive Director of Pavillon de l’Arsenal;

• Representative of URW SE on the Board of Directors of

Société Paris-Île-de-France Capitale Économique; and

• Representative of URW SE on the Executive Committee of

the Palladio Foundation.

Foreign Company / Entity

• Director of the European Public Real Estate Association

(“EPRA”).

OTHER CURRENT INTRA-GROUP FUNCTIONS AND MANDATES

French Companies

• Chairman of Uni-Expos S.A; and

• Director of Viparis Holding S.A.

Foreign Company

• The Netherlands: SB Chairman of Unibail-Rodamco-

Westfield N.V. (“URW NV”).

PREVIOUS MANDATES DURING THE LAST 5 YEARS

French Company

• none

Foreign Companies

• MB Member and President US of URW NV.;

• Director and Chairman of URW America Inc.;

• Director and Chairman of Annapolis TRS Inc., Fashion

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

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

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

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

Westfield Subsidiary REIT 2, Inc., Westland Properties, Inc.

and 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 and Westfield Paramus 1 Inc.;

• Manager and Chairman of URW WEA LLC, West-OC 2 REIT 1, LLC, West-

OC 2 REIT 2, LLC, West-OC 2 REIT 3, LLC, URW Airports, LLC, Westfield,

LLC, Westfield Concession Management II LLC, Westfield, Gift Card

Management, LLC, Westfield Property Management LLC, Westfield U.S.

Holdings, LLC and WestNant Investment LLC;

• Manager of Annapolis REIT 1 LLC, Annapolis REIT 2 LLC, Annapolis REIT 3

LLC, Broward Mall LLC, Culver City REIT 1 LLC, Culver City REIT 2, LLC,

Culver City REIT 3 LLC, Horton Plaza REIT, 1 LLC, Horton Plaza REIT 2 LLC,

Horton Plaza REIT 3 LLC, Mission Valley REIT 1 LLC, Mission Valley REIT 2

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

REIT 2 LLC, North County REIT 3 LLC, Oakridge REIT 1, LLC, Oakridge REIT

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

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

LLC, Promenade REIT 3 LLC, Santa Anita REIT 1 LLC, Santa Anita REIT 2

LLC, Santa Anita REIT 3 LLC, Southcenter REIT 1 LLC, Southcenter REIT 2

LLC, Southcenter REIT 3 LLC, Stratford City Offices (N°.1) LLC, Stratford

City Offices (N°.2) LLC, Stratford City Shopping Centre (N°.1) LLC, Stratford

City Shopping Centre (N°.3) LLC, Topanga REIT 1 LLC, Topanga REIT 2 LLC,

Topanga REIT 3 LLC, West Valley REIT 1 LLC, West Valley REIT 2 LLC,

West Valley REIT 3 LLC, White City Investments (N°. 1) LLC and White City

Investments (N°. 2) LLC; and

• 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.

(1) Excluding 7,299 Stapled Shares held via the Company Savings Plan.

2.2 Management and supervisory bodies

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

MR FABRICE

MOUCHEL

• Graduate of HEC Business School, Master’s Degree in Law and Bar diploma

(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; and

• Appointed as MB member and CFO as of January 5, 2021, and renewed in

his mandate as of December 4, 2024.

MB MEMBER –

CHIEF FINANCIAL

OFFICER

BORN ON:

April 16, 1970

NATIONALITY:

French

NUMBER OF STAPLED

SHARES HELD:

38,876

(1)

OTHER CURRENT FUNCTIONS AND MANDATES

French Company

• none

Foreign Company

• none

OTHER CURRENT INTRA-GROUP FUNCTIONS AND MANDATES

French Company

• none

Foreign Companies

• The Netherlands: SB member of URW NV;

• Australia: Director of Cavemont Pty Limited, Descon Invest

Pty Limited, Westfield Corporation Limited, Westfield

American Investments Pty Limited, Westfield Capital

Corporation Finance Pty Ltd, Westfield Queensland Pty. Ltd,

WCL Finance Pty Limited, WCL Management Pty Limited

and Westfield America Management Pty Ltd;

• Austria: Managing Director of DZ-Donauzentrum Besitz- und

Vermietungs-GmbH, Shopping Center Planungs- und

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

Shopping Center Planungs- und Entwicklungsgesellschaft

mbH, Shopping City Süd Erweiterungsbau Gesellschaft

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

Austria Verwaltungs GmbH, URW Invest GmbH and Unibail-

Rodamco Invest GmbH;

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

GmbH, Managing Director of Rodamco Deutschland GmbH; and

• Luxembourg: Director of Crossroads Property Investors S.A.

PREVIOUS MANDATES DURING THE LAST 5 YEARS

French Company

• none

Foreign Companies

• Managing Director of SCS Liegenschaftsverwertung GmbH and SCS Motor

City Errichtungsges m.b.H.;

• Director of Westfield Investments Pty Limited, Nauthiz Pty Ltd, Westfield

UK Investments Pty Limited, Westfield UK 1 Pty Limited, Westfield UK 2

Pty Limited, Westfield UK 3 Pty Limited, Westfield UK 4 Pty Limited,

Westfield UK 5 Pty Limited, Westfield UK 6 Pty Limited, Fidele Pty Ltd,

Westfield R.S.C.F. Management Pty Ltd and Westfield Developments Pty

Ltd;

• Member of the Board of Directors of Rodamco Sverige AB;

• Director of Liffey River Investments Limited; and

• 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.

(1) Excluding 11,305 Stapled Shares held via the Company Savings Plan.

2.2 Management and supervisory bodies

1 3 4 5 6 7 8CHAPTER 2

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

MR SYLVAIN

MONTCOUQUIOL

• Graduate Engineer from École Centrale de Lyon (France), and Master of

Science from Penn State University (USA);

• Started his career at Elf UK as an Engineer in 1998;

• Management Consultant at Capgemini Consulting from 1999 to 2005;

• Joined Unibail in 2005 supporting the Executive Committee on

organisational and operational excellence projects;

• Became Group Director of Organisation of Unibail-Rodamco in 2007;

• Appointed Group Director of Human Resources and Organisation, and

member of the Group Management Team, in 2014;

• Appointed Executive Managing Director of Human Resources and

Organisation of Unibail-Rodamco-Westfield, and member of the Group

Executive Committee, in January 2021; and

• Appointed MB member and CRSO as of January 1, 2022.

MB MEMBER –

CHIEF RESOURCES

AND SUSTAINABILITY

OFFICER

BORN ON:

October 2, 1974

NATIONALITY:

French

NUMBER OF STAPLED

SHARES HELD:

11,752

(1)

OTHER CURRENT FUNCTIONS AND MANDATES

French Company

• none

Foreign Company

• none

OTHER CURRENT INTRA-GROUP FUNCTIONS AND MANDATES

French Companies

• Chairman of Doria SAS and Espace Expansion Immobilière

SAS;

• Supervisory Board Member of Uni-Expos SA;

• Director of Viparis Holding SA;

• Deputy Managing Director of URW Brands SAS and Unibail-

Rodamco Participations SAS; and

• Vice-Chairman of Unibail-Management SAS.

Foreign Company

• none

PREVIOUS MANDATES DURING THE LAST 5 YEARS

French Company

• Chairman of Unibail Management SAS.

Foreign Company

• none

(1) Excluding 9,338 Stapled Shares held via the Company Savings Plan.

2.2 Management and supervisory bodies

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

MR VINCENT

ROUGET

• 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 Convertible 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 MB member and CSIO as of June 1, 2023; and

• Will act as Chief Operating Officer for European Countries as of May 1,

2025.

MB MEMBER –

CHIEF STRATEGY

AND INVESTMENT

OFFICER

BORN ON:

January 8, 1980

NATIONALITY:

French

NUMBER OF STAPLED

SHARES HELD:

45,000

(1)

OTHER CURRENT FUNCTIONS AND MANDATES

French Company

• none

Foreign Company

• none

OTHER CURRENT INTRA-GROUP FUNCTIONS AND MANDATES

French Companies

• 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.

Foreign Companies

• United-Kingdom: Director of CentrO Holdings (UK) Limited,

Centro Asset Management Ltd., Centro Europe Ltd., CentrO

Europe (No. 2) Ltd.

PREVIOUS MANDATES DURING THE LAST 5 YEARS

French Companies

• President of Aermont Capital SAS;

• Member of the Investment Committee of Aermont Group,

responsible 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.

Foreign Companies

• 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, URW 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 Inmobiliarios 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 Rise 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;

• Meember of the Board of Aupark a.s.;

• Chairman of the Board of Directors of URW Fisketoryet 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.

(1) Including 20,000 Stapled Shares held through his personal holding company. But excluding 2,116 Stapled Shares held via the Company Savings Plan.

2.2 Management and supervisory bodies

1 3 4 5 6 7 8CHAPTER 2

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

ANNE-SOPHIE

SANCERRE

• Graduate from Sciences Po Paris, holds a degree in Finance and Accounting

from Paris-Dauphine University and a Master’s Degree in Corporate

Strategy and Finance from Edinburgh Napier University;

• Equity research analyst and Investment Banking Associate at Morgan

Stanley (2003-2008);

• Joined Unibail in 2008 as Responsible for mergers and acquisitions;

• Became Head of Investor Relations from 2010 to 2011;

• Group Investment and M&A Director from 2011 to 2014;

• Director of Operations and Investments Shopping Centres France from

2014 to 2016;

• Managing Director Retail France from 2016 to 2020;

• CEO for Southern Europe, from 2021 to April 2023; and

• Appointed MB member and CCRO as of May 2, 2023.

MB MEMBER –

CHIEF CUSTOMER

AND RETAIL OFFICER

BORN ON:

October 2, 1978

NATIONALITY:

French

NUMBER OF STAPLED

SHARES HELD:

12,242

(1)

OTHER CURRENT FUNCTIONS AND MANDATES

French Company

• none

Foreign Company

• none

OTHER CURRENT INTRA-GROUP FUNCTIONS AND MANDATES

French Companies

• CEO of Société de Tayninh SA (listed company);

• Deputy Managing Director of Unibail-Rodamco

Participations SAS; and

• Chairman of Unibail Management SAS, Unibail Marketing &

Multimedia SAS, URW Brands SAS and Westfield Rise

International (SAS).

Foreign Company

• Italy: Director of Westfield Milan S.p.A.

PREVIOUS MANDATES DURING THE LAST 5 YEARS

French Companies / Entities

• CEO of Union Internationale Immobiliere SA and Societe D’exploitation Des

Parkings Et Du Forum Des Halles De Paris SA;

• Chairman of Espace Expansion SAS, Societe Fonciere Immobiliere SAS and

Volumes Technique Lyon SAS;

• Manager of Geniekiosk SARL;

• Deputy Managing Director of Belwarde 1 SAS, Uni-Commerces SAS,

Rodamco France SAS and Unibail Management SAS;

• Director of SemPariSeine; and

• Director of Etablissement public des fonds de prévoyance militaire et

aéronautique.

Foreign Companies

• Chairman of the Board of Directors of Proyectos Inmobiliarios Time Blue,

Unibail Rodamco Steam SL, Managing Director of Unibail Rodamco Retail

Spain SLU and Unibail Rodamco Spain SLU and Member and Secretary of

the Board of Directors of Alonso Y Calle Sa, Circlow, Essential Whites SLU,

Global Etsy Investments, Proyectos Inmobiliarios Kansar III SLU, Proyectos

Inmobiliarios 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 and Westfield Rise Spain

SL; and

• Director of Unibail-Rodamco Belgium.

(1) Excluding 5,582 Stapled Shares held via the Company Savings Plan.

2.2 Management and supervisory bodies

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Share ownership requirements applicable to

Management Board member

In order to align the interests of the MB members with those of the

shareholders, and in accordance with a SB decision, the MB members

are required to comply with the strict obligations governing the holding

of investment in Company securities and prohibition of hedging

(described in Section 2.2.2.5) in accordance with the Afep-Medef Code

and Article L. 225-185 of the French Commercial Code. Moreover, the

MB members have undertaken not to engage in hedging transactions in

the Company’s securities.

Management Board succession plan

The MB’s succession plan was successfully implemented several times

and reviewed for the last time at the end of 2024 with the renewal of the

MB mandates of the CEO and CFO.

Recent evolutions have confirmed the relevance of robust medium and

short-term succession planning, ensuring that there is no vacancy at

the level of the MB, while guaranteeing real fluidity in the changes in

governance to ensure the smooth and secure continuity of the Group’s

activity.

The MB succession plan, extended to members of the Executive

Committee ("EC") once a year, was reviewed and discussed at length by

the GNRC and the SB at various occasions in 2024 (7 GNRC meetings

and 5 SB meetings had included such topic at the agenda). The

discussions took place without the presence of any MB members.

In that perspective, before mid-2024, the SB, upon GNRC

recommendation, has implemented a structured process allowing the

evaluation of the succession plan and the definition of short and medium

term actions.

Except in the event that a faster update is required, the succession plan

is reviewed annually.

The standard selection process for candidates is as follows: the GNRC,

in the presence of the Chairman of the MB and the CRSO, (i) defines the

profile of potential candidates with regard to the Group’s strategy and

targeted diversity, (ii) analyses potential successors within the Group,

and (iii) studies the market with external consultants for positions

without potential successors. The GNRC then recommends to the SB

either an internal recruitment or the search for an external candidate

with the desired profile (mandate with the recruitment firm, pre-

selection of candidates, interviews with potential candidates, selection

of a list of final candidates) and finally selects a candidate of each

gender for each profile.

2.2.1.2 Management Board functioning

A. Role of the Management Board

The MB is responsible for determining corporate strategy and

overseeing operations in accordance with the corporate social interest,

taking into account social and environmental challenges of the activity

of the Company. It must act with independence, loyalty and

professionalism within the limit of the corporate social interest. As

provided for by the Afep-Medef Code, the SB assesses the functioning of

the MB on an annual basis.

The MB defends the interests of the Group while taking into account the

relevant interests of all of the Company’s stakeholders. It is responsible

for the manner in which the Group carries out its duties.

Aside from coordination on the strategy, the MB policy and the

Company’s representation in relation to third parties, the MB Chairman

has direct responsibility for legal affairs, risks, crisis management and

security, institutional relations, communication, internal audit and

compliance. The MB Chairman also acts as Chief Operating Officer

(“COO”) and thus supervises the Regional COOs who lead locally the

retail asset strategy and the net rental growth and also coordinate

some Centres of Excellence at European level. Starting on May 1, 2025,

Mr Vincent Rouget will act as COO Europe, in addition to his roles as

Member of the Management Board and Chief Strategy and Investment

Officer, thus supervising the Regional COOs (including in the United-

Kingdom). Mr Jean-Marie Tritant, CEO, will continue direct supervision

of the US region.

Upon recommendation from the Chairman of the MB and subject to the

SB’s prior approval, the MB members shall divide their tasks among

themselves.

The responsibilities and functions of the members of the MB, other than

the CEO, are divided as follows:

• The CFO is responsible for tax matters, for the optimisation of the

cost of capital, and investor relations. As such, he is in charge of the

overall financial function within the Group (accounting, financial

control, consolidation, (re)financing, tax, the budget and 5-year plan,

coordination of asset valuations and investor relations);

• The CRSO oversees Human Resources, Information Technology,

Organisation and ESG functions, within the Group;

• The CSIO is, with the CEO, responsible for structuring, developing and

executing the Group strategy and for the investment/divestment

process and defining the co-ownership and co-investment strategy,

and coordinating corporate development (mergers and acquisitions,

strategic alliances and joint venture developments). He is responsible

for challenging the business strategy, in particular: asset and

development strategy, major restructurings, extensions or

refurbishments. Starting from May 1, 2025, he will also serve as Chief

Operating Officer for Europe and will oversee the Regional Chief

Operating Officers in continental Europe and in the United Kingdom;

• The CCRO is responsible for integrating all aspects of the customer

experience, evolving the offer and accelerating the growth trajectory

of the emerging media and digital capabilities, and leads Marketing,

Westfield Rise, Digital & Data, International Leasing, Strategic

Partnerships, Concept Studio and the SCM and PMPS Centres of

Excellence.

The main provisions of the Articles of Association and the MB Charter

governing the composition, role, duties and functioning of the MB are

provided in Section 7.6.5.

2.2 Management and supervisory bodies

1 3 4 5 6 7 8CHAPTER 2

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

B. Management Board activities in 2024

The MB met 21 times during the year ended December 31, 2024, and deliberated on the following subjects:

Principal responsibilities of the MB Key areas addressed, managed and/or implemented in 2024

Group strategy • Follow-up and adjustment of the Group strategy;

• Investment and divestment operations in 2024;

• Monitoring of the strategic disposals (costs and revenue) and investment transactions;

• Digital and IT strategy, tools and projects;

• Environmental Transition Action Plans; and

• Specific monitoring of Westfield Hamburg-Überseequartier development project.

Group financial policy, financial performance and

reporting

• Review and closing of the 2023 statutory and consolidated financial statements and reporting on the

consolidated half-year and quarterly financial information for 2024;

• Group 5-year business plan, budget, and monitoring costs & CAPEX of the Group;

• Financial resources, balance sheet, financing Euro Medium Term Notes (“EMTNs”) and liquidity

management;

• Follow up of rating agencies;

• Placement of a dual-tranche green bond;

• The Group’s dividend distribution payment policy and decisions related to the distribution of an

amount deducted from the “Additional paid-in capital” account; and

• Closing of the forecast management documents and preparation of the quarterly activity reports for

the SB.

Internal audit, risk management and control systems • Internal audits, internal control system and compliance matters; and

• Risk management and risk mapping.

Governance and compliance with relevant laws and

regulations

• Monitoring and promoting of the Group’s Anti-Corruption Programme and the Group’s Compliance

Programme;

• Group Insurances Programme;

• Grant and follow-up of endorsements and guarantees;

• Compliance Book update; and

• Compliance with regulatory/legal requirements and changes.

Company remuneration policy and performance

assessments

• Employee remuneration policy of the Group with a focus on Group senior management;

• Review of the Executive Committee’s performance and remuneration;

• Grant of Performance Stock Options (“SO”) and Performance Shares (“PS”); and

• Share capital increase reserved for employees.

Human resources • Talent development and management;

• Diversity and inclusion policy;

• Employee satisfaction survey: monitoring and analysis;

• Succession plans within the Group; and

• Recruitment of key Group positions.

Shareholder outreach and engagement • Investor and proxies advisors dialogue and road-shows;

• Notice of meeting for the Annual General Meeting (“AGM”) and related documentation (agenda,

resolutions, MB report, etc.), answer to written questions and shareholder requests;

• General Meeting;

• Group communication; and

• 2023 Universal Registration Document and 2024 HY Financial Report.

2.2 Management and supervisory bodies

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

2.2.2 The Supervisory Board

2.2.2.1 Supervisory Board composition and

diversity

As at December 31 2024, the SB consists of 10 members, of which 8

members are independent. Mr Jacques Richier is the Chairman of the

SB since May 11, 2023.

The principal provisions of the Articles of Association and the charters

of the SB and of its committees governing the composition, role,

responsibilities and functioning of the SB and its committees are

provided in Section 7.6.

Evolution of the composition of the

Supervisory Board

A. Changes occurred in 2024 pursuant to the

April 30, 2024, General Meeting

In the Supervisory Board composition

• The mandates as SB members of Ms Susana Gallardo, Ms Sara Lucas

and Ms Aline Sylla-Walbaum were renewed for a period of 3 years.

In the composition of the committees

• Ms Sara Lucas was renewed as member of the Audit Committee

(AC);and

• Ms Susana Gallardo and Ms Aline Sylla-Walbaum were renewed as

members of the Governance, Nomination & Remuneration

Committee (GNRC).

B. Changes pursuant to October 4, 2024,

Supervisory Board Meeting

• Mr Xavier Niel resigned from his mandate as SB member; and

• Mr Michaël Boukobza was co-opted as SB member replacing Mr

Xavier Niel, and was appointed as GNRC member.

C. Changes in 2025

(1)

In the Supervisory Board composition

Upon the GNRC's recommendation, the SB will propose at the April 29,

2025, General Meeting (GM):

• The renewal of the SB mandate of Ms Julie Avrane for a period of

3years;

• The ratification of the co-optation of Mr Michaël Boukobza and his

appointment as SB member for a period of 3 years; and

• The appointment of Mr Xavier Niel as SB member for a period of

3years.

Mr Michel Dessolain and Ms Dagmar Kollmann have decided not to seek

for renewal of their SB mandates at the 2025 AGM.

Upon the GNRC's recommendation, to optimize the size and the

functioning of the SB, the SB has decided not to propose the

appointment of any other candidates.

The SB took note of the resignation of Ms Cécile Cabanis as at February

12, 2025, following her recent appointment as Deputy CFO of Group

LVMH. Mr Roderick Munsters was appointed as SB Vice-Chairman as at

February 12, 2025, to succeed Ms Cécile Cabanis.

In the composition of the committees

• Ms Julie Avrane would be appointed as GNRC member following the

April 29, 2025, GM ;

• Mr Xavier Niel would be appointed as AC member following the April

29, 2025, GM ;

• Mr Roderick Munsters was appointed as AC Chairman as at February

12, 2025; and

• Ms Aline Sylla-Walbaum was appointed as GNRC Chair as at

February 12, 2025.

The SB believes that such redesign of its composition will enable an

appropriate size and increased agility, while ensuring a wide range of

relevant knowledge and experience, and a balanced diversity to perform

its duties in the most appropriate manner.

For more details, please refer to the convening notice 2025, available on

the Company’s website.

(1) Prior to URD publication.

2.2 Management and supervisory bodies

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Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Composition of the Supervisory Board (SB) as at December 31, 2024

The SB composition reflects a strong commitment in terms of

independence (80% independent), gender diversity (60% women/40%

men) and international exposure (30% non-French with 6 nationalities

represented), and the wide-ranging experience and expertise of its

members. The average SB member age is 58.6 years. The current

composition aligns with the Group’s strategy through their relevant

active executive or senior leadership experience, and expertise in real

estate/asset management, retail and hospitality, international markets

(including the Continental Europe, the US and the UK), ESG/

sustainability, corporate governance/remuneration, risk oversight/

compliance, finance and restructuring/disposals, among other areas.

The skills and expertise are summarised in the biographies of the SB

members and detailed in the experience matrix presented then after.

A. Overview of Supervisory Board composition as at December 31, 2024

*Governance, Nomination and Remuneration Committee.

**Audit Committee.

Mr Michel Dessolain

ACmember**

French

Nonindependent



GNRCmember*

Spanish

Independent

Mr Michaël Boukobza

GNRCmember*

French

Nonindependent

Mr Jacques Richier

SBChairman

ACmember**

French

Independent

Attendance

97.3%

Independence

80%

Nationalities

Average age

58.6

Diversity

60%

Female

40%

Male

Ms Cécile Cabanis

SBVice-Chair

ACChair**

French

Independent

Ms Sara Lucas

ACmember**

BritishandFrench

Independent

Ms Julie Avrane

ACmember**

French

Independent

Ms Aline Sylla-Walbaum

GNRCmember*

French

Independent

Ms Dagmar Kollmann

GNRCmember*

Austrian

Independent

Mr Roderick Munsters

GNRCChairman*

CanadianandDutch

Independent

Ms Susana Gallardo

2.2 Management and supervisory bodies

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Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

B. Supervisory Board (SB) members as at December 31, 2024

Name

held

(1)

Committee Age Gender Nationality Independence

First

appointed

Term expires

at GM

SB seniority at

year-end

2024

Mr Jacques Richier

SB Chairman

4,252 AC 69 M French Independent 2023 2026 1.6

Ms Cécile Cabanis

SB Vice-Chair and AC Chair

2,087 AC 53 F French Independent 2020 2025 4

Mr Roderick Munsters

GNRC Chairman

1,000 GNRC 61 M Dutch and

Canadian

Independent 2017 2026 7.6

Ms Julie Avrane 1, 200 AC 53 F French Independent 2020 2025 4

Mr Michaël Boukobza 1 GNRC 46 M French Non-independent 2024 2026 0.2

Mr Michel Dessolain 106,731 AC 69 M French Non-independent 2022 2025 2.6

Ms Susana Gallardo 1 950 GNRC 60 F Spanish Independent 2020 2027 4.1

Ms Dagmar Kollmann 725 GNRC 60 F Austrian Independent 2014 2025 10.5

Ms Sara Lucas 200 AC 59 F British and

French

Independent 2023 2027 1.6

Ms Aline Sylla-Walbaum

1,057 GNRC 52 F French Independent 2021 2027 3.6

(1) For details related to holding shares, please refer to the biography of the relevant SB member.

2.2 Management and supervisory bodies

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Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

C. Supervisory Board (SB) member information and mandates held as at December 31, 2024

The biography of each SB member includes a description of competences and key expertise. All SB members have multiple skills and experiences, as

described in the experience matrix then after. Please refer to this matrix for the meaning of icons included in each biography.

The business address of the SB members is the Company’s registered address, 7, Place du Chancelier Adenauer, 75016 Paris.

MR JACQUES

RICHIER

• HEC MBA (France), DEA in Materials Physics, and engineering degree from

INSA Lyon (France);

• Started his career as searcher at the Lawrence Berkeley Lab (US);

• He held various positions from 1985 to 2000 at Azur Assurances as IT

Manager and Chief Operating Officer, Managing Director in 1997, then Chief

Executive Officer in 1998;

• He joined Swiss Life France in 2000 and became CEO in 2003;

• In 2008, he was appointed Managing Director of AGF (became Allianz

France), then in 2010 Chief Executive Officer of Allianz France;

• He is also Municipal Councillor of the Nice City Hall, and was Vice-

President of France Assureurs from 2016 to 2019 (formerly Fédération

Française de l’Assurance, the French Insurance Federation); and

• Since 2021, he has been Chairman of the Board of Directors of Allianz

France.

CHAIRMAN OF THE

SUPERVISORY BOARD

MEMBER OF THE

AUDIT COMMITTEE

Independent

BORN ON:

February 12, 1955

NATIONALITY:

French

NUMBER OF STAPLED

SHARES HELD:

4,252

OTHER CURRENT FUNCTIONS AND MANDATES

Listed company

• Vice-Chairman of the Board of Directors of IDI S.C.A

(France), representing Allianz IARD.

Other companies

• Chairman of the Board of Directors of Allianz France S.A.

(France) and other mandates within Allianz France Group;

• Supervisory Board Member and Chairman of the Audit and

Risks Committee of Diot-Siaci S.A.S. (France); and

• Censor in the Board of Directors of Rothschild Martin Maurel

S.A. (France).

PREVIOUS MANDATES DURING THE LAST 5 YEARS

• Supervisory Board member of Siaci Saint-Honoré S.A.S. (France,non-listed);

• Supervisory Board Member of Gimar S.C.A. (France, non-listed) (end of

mandate at December 31, 2023);

• Supervisory Board member of Acropole Holding S.A.S (France, non-listed);

• Director of Suez S.A.S (France, listed);

• Director of Georgia Healthcare Group Plc (UK, listed); and

• Managing Director of Allianz France S.A. (France, non-listed).

2.2 Management and supervisory bodies

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Experience:

• Relevant leadership experience:

- Relevant and strong operational and leadership experience as former Managing Director and CEO of Azur Assurances, Swiss Life, and

Allianz France. Formerly sat and is currently sitting as non-executive member at several Boards such as Allianz France, IDI SCA, Rothschild

Martin Maurel, Diot-Siaci, Gimar, Georgia Healthcare Group and Suez.

• International experience:

- International and strong perspective in various executive and non-executive positions, notably in Health, for more than 35 years (Suez,

Georgia Healthcare and Allianz France (subsidiary of Allianz SE, which is among the world’s leading insurance groups)).

• Insurances experience:

- Extensive responsibility for oversight and management of insurance, including cyber insurance, in executive and non-executive positions at

Azur Assurances, Swiss Life and Allianz France; and

- Excellent knowledge of the insurance industry, having worked actively in many positions in this sector for more than 35 years.

• Finance experience:

- Extensive knowledge in financial markets and financial analysis, as CEO of insurance companies, operating internationally, managing

complex insurance regulatory finance aspects; and

- Substantial expertise in financial matters linked to investment and private equity acquired in several positions.

• Public affairs and regulatory experience:

- A significant and longstanding expertise in regulatory and public affairs, as well as expertise in lobbying; a recognised actor in various

French federations and movements (Movement of the Enterprises of France (Mouvement des entreprises de France, MEDEF), France

Assureurs).

• Corporate governance:

- Significant expertise in governance, due to a long career in the insurance sector and through non-executive and committee roles, dealing

with and responsible for HR, governance, remuneration and growth. In his different committee roles, he was responsible for such topics.

• Risk oversight and compliance:

- Through his different management positions, including as CEO of various companies, has recognised experience in risk management and

compliance topics.

• Expertise in ESG (competencies in social, environmental, climate and governance matters) and sustainability:

- Led ESG topics at Allianz France as CEO, both on sustainable finance and on strategic issues. Initiated the ESG process with employees,

then investors, and raised awareness among distribution networks. Oversight of the implementation of the ESG strategy, and of

development of offers with environmental value; and

- Participated for France Assureurs in the renewal of the commitment to sustainable development by approving the profession’s new ESG

charter as Vice-President.

2.2 Management and supervisory bodies

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Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Supervisory Board member

proposed for renewal at the 2025

General Meeting.

MS JULIE

AVRANE

• Graduate of the École Nationale Supérieure des Télécommunications de

Paris and of the Collège des Ingénieurs, and she has an MBA from INSEAD;

• Former Senior Partner with McKinsey & Company in France; and

• Prior to joining McKinsey in France, she worked for 2 years as a business

analyst in McKinsey’s London office from 1995 to 1997, and as a researcher

with Bull Honeywell in Boston (US) in 1993 and Cogema (Areva) in 1994.

MEMBER OF THE

AUDIT COMMITTEE

Independent

BORN ON:

June 11, 1971

NATIONALITY:

French

NUMBER OF STAPLED

SHARES HELD:

1,200

OTHER CURRENT FUNCTIONS AND MANDATES

Listed companies

• Permanent representative of the Strategic Equity Fund at

the Board of Directors of Valeo S.E. (France), member of its

Audit and Risks Committee, member of its Nominations,

Governance and RSE Committee, and in charge of RSE for

the Board of Directors;

• Independent Director of Bureau Veritas S.A., member of its

Audit and Risks Committee, and Chair of the Strategic

Committee (France); and

• Independent Director of Exail Technologies S.A. (formerly

Groupe Gorgé S.A.) (France).

Other companies

• Director of Group Monnoyeur S.A.S. and Chair of its ESG

Committee (France); and

• Director of Group Crouzet S.A.S. (France);

PREVIOUS MANDATE DURING THE LAST 5 YEARS

• Director of the start-up Cubyn S.A.S. (France).

Further experience:

• Relevant active executive or senior leadership experience:

- Former Senior Partner with McKinsey & Company in France and member of the committee that elects partners of McKinsey; and

- A Board member of Valeo, Bureau Veritas, Monnoyeur Group, Group Crouzet and Exail Technologies.

• Financial expertise:

- Board member of Valeo and member of its Audit and Risks Committee, and representative of the Strategic Equity Fund; and

- Board member of Bureau Veritas and member of its Audit and Risks Committee.

• EU market experience:

- Served major clients across Europe in high technology, aerospace and defence, transportation and mobility as a Senior Partner with

McKinsey & Company in France.

• Digital/e-commerce:

- More than 25 years’ experience in management consulting, with expertise in digital, corporate strategy, growth, organisation,

transformation, mergers and culture and change; projects ranged from large-scale transformations and turnarounds to growth strategies

and Industry 4.0, and she co-led the McKinsey high-tech skills practice worldwide.

• Corporate governance:

- Extensive experience advising boards of French and international listed companies on governance and strategy at McKinsey & Company.

• Risk oversight and compliance (including health & safety, and cybersecurity):

- Board member of Bureau Veritas, leader in the field of quality, health, safety and environment whose main activities are audit, certification,

cybersecurity and ESG development.

• ESG (competencies in social, environmental, climate and governance matters) and sustainability:

- Sits on the Audit and Risk Committees of Valeo and of Bureau Veritas that follow the extra-financial indicators and delivery of such ESG

indicators, and chaired the ESG Committee of Monnoyeur Group; and

- Furthermore, she is in charge of RSE topics for the Board of Directors of Valeo, and member of its Nominations, Governance and RSE

Committee.

2.2 Management and supervisory bodies

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Member of the Supervisory

Board proposed for ratification

and appointment at the 2025

General Meeting.

MR MICHAËL

BOUKOBZA

• Graduate from ESCP and Paris Dauphine;

• Michaël Boukobza started his career in the M&A departments of Rothschild &

Cie in Paris and of Morgan Stanley in London, then worked for iBazar (France)

where he led capital market and M&A transactions;

• He joined the Iliad Group (France) in January 2000, where he held the position

of Managing Director from 2003 to 2007;

• In 2007, he joined the cable television and telecommunications company Hot

(Israel);

• In May 2012, he became Chairman and CEO of Golan Telecom (Israel), which

was acquired by Electra Group (Israel) in 2017; and

• Michaël Boukobza has been a director on the Board of Monaco Telecom

(Monaco) since 2014.

GNRC MEMBER

Non-independent

BORN ON:

June 22, 1978

NATIONALITY:

French

NUMBER OF STAPLED

SHARE HELD:

(1)

OTHER CURRENT FUNCTION AND MANDATE

Listed company

• None

Other company

• Director of Monaco Telecom (Monaco).

PREVIOUS MANDATE DURING THE LAST 5 YEARS

• None

Further experience:

• Significant experience as leader:

- Extensive operational, executive and Director experience, particularly in Telecommunication, innovation and digital developments fields, as

well as in the press industry; and

- 25 years of entrepreneurial expertise.

• International experience:

- Various leadership positions in France, UK, Monaco and the Middle East; and

- Investor and entrepreneur operating internationally.

• Experience in Finance/Audit:

- In its various positions of management (CEO, General Manager), supervision of financial and audit matters.

• Expertise in restructuring, divestments and disposals:

- Worked in the M&A departments of Rothschild & Cie in Paris and Morgan Stanley in London, then worked for iBazar where he led capital

market and M&A operations; and

- Expertise in cost reduction management.

• Experience in the digital sector:

- Long-term responsibilities in digital innovation and development, as well as the press industry; and

- Recognized digital expertise for over 25 years.

• Expertise in corporate governance and compensation, and ESG:

- Responsible for corporate governance and ESG in his positions of Executive and Director.

(1) Staple Share acquired on January 10, 2025.

2.2 Management and supervisory bodies

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Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Supervisory Board member

resigning as at February 12, 2025.

MS CÉCILE

CABANIS

• Deputy CFO of Group LVMH (listed, France) since June 7, 2024 ;

• Former Deputy CEO of Tikehau Capital S.C.A. (listed, France)

(September 1, 2021 until June 7, 2024) ;

• Former CFO, Technology & Data, Sustainability & Procurement, and

former Vice-Chair of the Board of Directors and former member of the

Executive Committee of Danone S.A. (listed, France); she served in a

range of key positions in finance since joining Danone S.A. in 2004;

• Former Deputy Director Mergers & Acquisitions at France Télécom;

• Began her career in 1995 at L’Oréal in South Africa, as Logistics

Manager and Head of Management Control, then in France as an internal

auditor; and

• Graduated from the Institut National Agronomique Paris-Grignon as an

agricultural engineer.

VICE-CHAIR OF THE

SUPERVISORY BOARD

CHAIR OF THE

AUDIT COMMITTEE

Independent

BORN ON:

December 13, 1971

NATIONALITY:

French

NUMBER OF STAPLED

SHARES HELD:

2,087

OTHER CURRENT FUNCTIONS AND MANDATES

Listed company

• Deputy CFO of Group LVMH (France).

Other companies

• Member of the Supervisory Board of Mediawan S.A.S.

(France);and

• Member of the Board of the French Anti-trust Authority

(France).

PREVIOUS MANDATES DURING THE LAST 5 YEARS

• Deputy CEO at Tikehau Capital S.C.A. (France)(listed);

• CFO and member of the Executive Committee of Danone S.A. (France)

(listed);

• Vice-Chair of the Board of Directors of Danone S.A. (France) (listed);

• Member of the Supervisory Board of Teract S.A., (France, listed);

• Chair of the Audit and Risks Committee of Schneider Electric S.E.

(France) (listed);

• Member of the Supervisory Board of Société Éditrice du Monde S.A.

(France);

• Director at France Medias Monde S.A. (France); and

• Independent Director and member of the Audit and Risk Committee at

Schneider Electric S.E. (France).

2.2 Management and supervisory bodies

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Further experience:

• Relevant active executive or senior leadership experience:

- Significant experience in operational management and corporate governance as current Deputy CFO at Group LVMH, and as former Deputy

CEO at Tikehau Capital S.C.A. and former CFO and Vice-Chair of the Board of Directors of Danone S.A.;

- Extensive independent Director experience in France in a variety of sectors including consumer goods, media and energy.

• Financial expertise:

- As current deputy CFO at Group LVMH; and as former Deputy CEO at Tikehau Capital S.C.A., a company specialised in alternative asset

management and investment, and former CFO and non-executive Director at Danone S.A.;

- Served in a range of key positions in finance at Danone since 2004, including Corporate Finance Director, Head of Business Development and

Vice-President Finance for the Fresh Dairy Products division; Chief Financial Officer and member of the Executive Committee from 2015 to

2021; and

- In-depth knowledge of strategic M&A developed as Deputy Director Mergers & Acquisitions at France Télécom.

• Risk oversight and compliance experience:

- Extensive listed company experience in risk oversight and audit as CFO of Danone, as Director and Chair of the Audit and Risks Committee of

Schneider Electric SE. and as member of the Audit Committee of Mediawan S.A.S.

• International experience:

- As current Deputy CFO at Group LVMH, operating internationally.

- Experience in a variety of international and emerging markets as CFO of Danone, a global leader in the food and beverage sector.

• Digital:

- In-depth experience with digital as Head of Information Systems and Technologies at Danone S.A.

• ESG (competencies in social, environmental, climate and governance matters) and sustainability:

- Extensive experience in ESG matters as former CFO Technology & Data, Sustainability & Procurement at Danone, in charge of strategy, data

transformation, sustainability and strategic resources cycle. Sponsor of inclusive diversity for Danone, leading the first listed “entreprise à

mission”; and

- As former Deputy CEO at Tikehau Capital, leading the Human Capital and ESG functions, and the impact funds platform.

2.2 Management and supervisory bodies

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Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

End of mandate at the 2025

General Meeting.

MR MICHEL

DESSOLAIN

• Holds a Master’s Degree in Law and is a Graduate of École Spéciale des

Travaux Publics du Bâtiment et de l’Industrie and of the Institut de la

Construction et de l’Habitat (France);

• Started his career at La Caisse des Dépôts & Consignation as a project

manager, then as a property expert; he was later appointed as a

Development Manager at Habitat;

• Joined Unibail in 1997 as General Manager of the Shopping Centre Division,

then became Chief Operating Officer following the merger with Rodamco

in 2007;

• Appointed to the Unibail-Rodamco SE Management Board from 2007 to

2012 as Chief Strategy Officer and Co-CEO of Mfi AG (Unibail-Rodamco’s

German subsidiary) from 2011 to 2015;

• Was Chairman of the French Shopping Centre Council (“CNCC”) from 2013

to 2017;

• Was Managing Director of the Convention & Exhibition business of URW SE

from 2015 to 2018 then COO Europe from 2018 to 2021; and

• Former Special Advisor to the Chairman of the MB of URW SE from 2021

until March 31, 2022.

MEMBER OF THE

AUDIT COMMITTEE

Non-independent

BORN ON:

December 2, 1955

NATIONALITY:

French

NUMBER OF STAPLED

SHARES HELD:

106,731

(1)

OTHER CURRENT FUNCTIONS AND MANDATES

Listed company

• None

Other companies

• Managing Director of Sydes S.A. (Belgium);

• Non-executive Director at Inmémori S.A.S. (France); and

• Non-executive Director at Besix Red S.A. (Belgium).

PREVIOUS MANDATES DURING THE LAST 5 YEARS

• Non-executive Director at Electra S.A.S. (France);

Mandates within URW Group

• France: Chairman of the Management Board of Uni-Expos and Director of

Viparis Holding;

• Germany: SB member of Unibail-Rodamco-Westfield Germany GmbH, and

Director of Neue Mitte Oberhausen Projektentwicklung Beteiligungs GmbH,

CentrO Grundstücksentwicklungs GmbH, CentrO Projektentwicklungs

GmbH, CentrO Oberhausen GmbH, SL Oberhausen Beteiligungs GmbH;

• Belgium: Representative of Unibail-Rodamco Belgium N.V. (itself Director

of Mall of Europe), of Unibail-Rodamco Belgium N.V. (itself Director of Mall

of Europe) and of Unibail-Rodamco Belgium N.V.;

• Australia: Director of Cavemont Pty. Limited, Westfield Developments Pty

Ltd, Westfield R.S.C.F. Management Pty Limited, WCL Finance Pty Limited,

Fidele Pty Limited, Westfield America Management Limited and Westfield

Corporation Limited;

• Italy: Director of Westfield Milan S.p.A.;

• Spain: Chairman of the Board of Directors of Proyectos Inmobiliaros New

Visions, S.L.U., Essential Whites, S.L.U., Proyectos Inmobiliarios Time

Blue,Unibail Rodamco Steam, S.L.; Member and Secretary of the Board of

Directors of Global Etsy Investments, Sistemas Edgerton, Unibail Rodamco

Ocio SLU, Unibail Rodamco Retail Spain SLU, Proyectos Inmobiliarios

Kansar III SLU, Westfield Energy SL, Circlow, Unibail Rodamco Spain SLU,

Secretary of the Board of Directors of Westfield Rodamco Palma SLU,

Westfield Rise Spain SL, Unibail Rodamco Real Estate SLU, Alonso y Calle

SA.

(1) Mr Dessolain holds 51,731 Stapled Shares directly , also 55,000 Stapled Shares through his personal holding company (Sydes S.A.), for a total of 106,731 Stapled Shares.This

excludes 2,352 Stapled Shares held via the Company Savings Plan.

2.2 Management and supervisory bodies

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Further experience:

• Relevant leadership experience:

- Operational and leadership experience as a former member of the Management Board of Unibail-Rodamco SE and COO Europe of URW SE,

holding several Group executive roles including COO, CSO, Co-CEO of Mfi AG in Germany and Managing Director of Viparis, as well as an

Executive Director at Habitat.

• International experience:

- Experience in worldwide real estate due to expertise in URW shopping centres, which are widely located in Europe, the UK and the US, and

also as Head of International Development at Habitat at the start of his career; and

- Experience as COO Europe from 2018 to 2021, and member of the Management Board of Unibail-Rodamco SE, and recently as former

Special Advisor to the Chairman of the MB of URW SE; a major and recognised player in the field of shopping centres (Continental Europe,

UK and US).

• Real estate experience:

- Extensive real estate experience at URW from 1997 to 2022; first as COO, then as CIO and then as COO Europe.

• Public affairs:

- Significant and strong expertise in communications and government and public affairs, as Chairman of CNCC (2 mandates), a major player in

relations between legislators, operators and tenants in France, and through his interactions with political actors and the various legislative

bodies across Europe in his roles as Chief Strategy Officer and CEO Europe of URW Group.

• ESG (competencies in social, environmental, climate and governance matters) and sustainability:

- Extensive responsibility for oversight and reporting all relevant ESG topics as Managing Director of UR-LAB, the URW Group’s research and

innovation structure specifically created in 2012 to accelerate the Group global innovation capacity of URW and Viparis, notably on ESG

issues such as carbon footprint reduction;

- As a permanent guest of the MB of URW SE, is actively involved in the constant reviews of ESG-related objectives and programmes through

interaction with the ESG teams; and

- Actively supported the top management on energy transition matters, as a Board member of Electra, a European ultra-fast chargers

development company.

• Finance:

- Extensive responsibility for oversight and reporting all financial topics as COO Europe of URW, and managing various financial topics as

project manager at La Caisse des Dépôts & Consignation; and

- As a permanent guest of the MB of URW SE, is actively involved in the constant reviews of finance-related issues.

2.2 Management and supervisory bodies

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Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

MS SUSANA

GALLARDO

• BSc degree in Economics and Politics from Oxford Polytechnic and

graduated from IESE Business School (Advance Management Programme);

also studied at City of London Polytechnic;

• Chair of the Family Council of Landon Grupo Corporativo, which is active in

real estate, private equity and other financial investments, in addition to its

controlling interests in Almirall and Goodgrower;

• Former Director of Abertis (an infrastructure company which owns Sanef),

CaixaBank (LaCaixa Group) and Criteria Caixa; former Vice-President of

Pronovias; and

• Began her career in finance at Banco de Europa as a money market trader.

GNRC MEMBER

Independent

BORN ON:

December 2, 1964

NATIONALITY:

Spanish

NUMBER OF STAPLED

SHARES HELD:

1 950

(1)

OTHER CURRENT FUNCTIONS AND MANDATES

Listed company

• Non-executive Director, and Vice-Chair of the Board of

Banijay Group N.V. (The Netherlands) (formerly known as FL

Entertainment N.V.).

Other companies

• Chair-elect of the Family Council of Landon Grupo

Corporativo (Spain);

• Director of Goodgrower S.A. (Spain);

• Member of the Advisory Board of Universitat International

de Catalunya in Barcelona (Spain); and

• Director of the Fundacion Aurea (Spain).

PREVIOUS MANDATE DURING THE LAST 5 YEARS

• Chair of Fundacion Bienvenido (Spain), ended in 2022.

Further experience:

• Relevant active executive or senior leadership experience:

- Chair of the Family Council of Landon Grupo Corporativo, experience as independent Director in various sectors including banking and

infrastructure, and 28-year career at Pronovias as Vice-President.

• Corporate Governance/Remuneration:

- Experience in family office governance, and as independent Director of Spanish listed company Boards with robust corporate governance

practices; former Chair of the Appointments and Remuneration Committee of CaixaBank (LaCaixa Group); and former Director of Criteria

Caixa and Chair of its Audit Committee.

• Real estate/asset management:

- Member of the Investment Committee of her family office for more than 20 years, with large investments in real estate, fixed income and

equity investments as well as private equity.

• International experience (including healthcare):

- Significant knowledge of the Spanish and European market through a 29-year career in fashion and investments in European real estate,

private equity, pharmaceuticals and healthcare.

• Retail experience:

- Seasoned executive with 28 years of experience as Vice-President of Pronovias, a leading global bridalwear brand with an extensive

international presence in Europe, the US and Asia.

• ESG (competencies in social, environmental, climate and governance matters) and sustainability:

- Active member since 2014 of the ESG Committee of Abertis, world leader in toll highways, operating in 12 countries. In charge of the

reporting to the Board on the general policy, objectives and programmes relating to corporate social responsibility: to ensure the adoption

and effective application of the aforesaid corporate social responsibility policy; to monitor the degree of compliance with the same and with

corporate social responsibility strategy and practices; and to review the aforesaid policy, ensuring that it is orientated towards value

creation. Oversees and evaluates the process of establishing relations with different stakeholders. Coordinates the process of reporting on

non-financial information and on diversity, pursuant to the applicable regulations and in line with international reference standards.

Responsible of the review and draft the annual Corporate Social Responsibility Report prior to its submission to the Board of Directors; and

- Recommends the strategy relating to the Abertis Foundation’s contributions and subjects them to compliance with the corporate social

responsibility programmes adopted by the company.

(1) Ms Susana Gallardo holds 1,950 Stapled Shares, of which 1,850 are held through her personal controlled company (Susanvest S.L.U.).

2.2 Management and supervisory bodies

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

End of mandate at the 2025

General Meeting.

MS DAGMAR

KOLLMANN

• Master’s of Law (focus on International and Business Law) from Universität

Wien, Austria;

• Former Board member of Morgan Stanley International Ltd (UK) and

Morgan Stanley and Co. International Ltd (UK); and

• Former MB Chair, Country Head and CEO – Germany and Austria, Morgan

Stanley Bank AG (Germany).

GNRC MEMBER

Independent

BORN ON:

July 9, 1964

NATIONALITY:

Austrian

NUMBER OF STAPLED

SHARES HELD:

725

OTHER CURRENT FUNCTIONS AND MANDATES

Listed companies

• Supervisory Board member and Audit Committee Chair of

Deutsche Telekom AG (Germany);

• Non-executive Director of Coca-Cola Europacific Partners

plc (UK); and

• Non-executive Director and Audit Committee Chair of

Paysafe Ltd (New York, US).

Other companies

• Supervisory Board Chair of Citigroup Global Markets Europe

AG (Germany); and

• Commissioner of the Monopolies Commission (Germany).

PREVIOUS MANDATES DURING THE LAST 5 YEARS

• Supervisory Board Vice-Chair and Audit Committee Chair of Deutsche

Pfandbriefbank AG (Germany);

• Supervisory Board member of Bank Gutmann AG (Austria);

• Supervisory Board Vice-Chair and Audit Committee Chair of HRE Holding

AG (Germany); and

• Supervisory Board member of KfW IPEX-Bank GmbH (Germany).

Further experience:

• Relevant active executive or senior leadership experience:

- Over 20 years’ senior management experience as CEO of Morgan Stanley Bank AG; through key transactions and M&A deals in consumer,

industrial and service sectors, gained invaluable insights into strategic and tactical challenges of global businesses in transformation.

• Financial expertise:

- High level of financial expertise gained through various senior management positions in finance and banking, including responsibility for

Corporate Finance, Mergers and Acquisitions, Real Estate Advisory and Principal Investments, including IPOs, Secondary Offerings and Debt

Capital Markets; extensive experience in valuation, value creation, market positioning and critical success factors for large listed companies.

• Risk oversight and corporate governance experience:

- Significant experience in risk management as Chair of Audit Committees of Deutsche Telekom AG, Deutsche Pfandbriefbank AG and Hypo

Real Estate AG; extensive experience in anti-trust competition regulation in a wide range of segments including but not limited to consumer

goods, financial and digital markets as one of the 5 Commissioners of the Monopolies Commission in Germany, serving since 2010; detailed

work in corporate real estate lending as member of Risk and Liquidity Committees of Hypo Real Estate Holding (HRE)AG and Deutsche

Pfandbriefbank AG.

• International experience:

- Multi-national, multi-cultural background; worked in senior positions in the US, the UK and Continental Europe, and lived in Asia; extensive

experience in executive and non-executive roles in global bulge-bracket financial institutions as well as blue-chip listed and non-listed

companies.

• ESG (competencies in social, environmental, climate and governance matters) and sustainability:

- Extensive expertise in governance, sustainability, diversity, talent and change management, resulting from both executive and non-executive

positions over more than 30 years;

- Extensive responsibility for development and oversight, strategic focus and reporting all relevant ESG topics in current and past

membership on Supervisory Boards/Boards of Directors (Germany, France, the Netherlands, UK, US), including detailed work in Presidential,

Audit, Nomination, Remuneration and Personnel Committees;

- Chair of Audit Committees of Deutsche Telekom AG, HRE Holding AG, Deutsche PfandbriefbankAG and Paysafe Ltd with responsibility for

ESG Reporting;

- Member of successive global and pan-European Steering Committees for Diversity and Talent Management as well as Change Management

at Morgan Stanley; and

- Co-development of significant investment funds/specialist advisory to Europe’s largest institutional equity investors with focus on

sustainability starting in the 1990s.

2.2 Management and supervisory bodies

1 3 4 5 6 7 8CHAPTER 2

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

MS SARA

LUCAS

• BCs Hons in Land Management (Real Estate) from the University of Reading

(UK);

• Started her career as Associate Director, from 1986 to 1994, at DTZ

Debenham Thorpe (London, UK), in leasing advisory for offices, business and

industrial sectors;

• She joined Weatherall Green & Smith (“WGS”) (Paris, France) in 1994, and set

up the Valuation department of WGS for which she became Head of Valuation

and member of the MBO team for the recovery of activities in Europe in 1996;

• From 1998 to 2005, she held various positions at Savills Plc (Paris, France),

responsible for cross-border expertise and acquisition consulting in Europe,

then member of the European Board of Directors, for the business expansion

strategy in France;

• From 2005 to 2011, she was Director for Real Estate Finance at the Royal

Bank of Scotland in Paris (France); and

• She joined Grosvenor in 2011 (Paris, France), first at Grosvenor Fund

Management, as Head of Portfolio Management from 2011 to 2015, and then

Managing Director from 2015 to 2017. She was appointed to the Executive

Committee of Grosvenor Europe in 2017. From 2019 until end of 2023, she

was Chief Executive Officer of Grosvenor Property Europe. She is currently a

consultant for Europe with Grosvenor and President of the French structure

since April 2024.

MEMBER OF THE

AUDIT COMMITTEE

Independent

BORN ON:

May 23, 1965

NATIONALITIES:

British, French

NUMBER OF STAPLED

SHARES HELD:

200

OTHER CURRENT FUNCTIONS AND MANDATES

Listed company

• None

Other companies

• Director of Grosvenor Europe (UK), President of French

structures.

PREVIOUS MANDATE DURING THE LAST 5 YEARS

• Chief Executive Officer of Grosvenor Property Europe (UK) and other

mandates within Grosvenor (non listed).

Further experience:

• Relevant active executive or senior leadership experience:

- Operational and executive experience in various roles since the late 1980s, and on Boards of Directors, particularly in banking and commercial

real estate.

• International experience:

- Has worked as a Director in France and the UK, and has acquired a vast knowledge of the European real estate market through various

positions. Participated in the takeover of the European activities of WGS, and was Chief Executive Officer at Grosvenor Property Europe,

managing a team across 5 countries; and

- Head of Portfolio Management, responsible for fund strategy at Grosvenor Fund Management with assets in France, Spain, Italy, Sweden and

Portugal.

• Finance experience:

- Responsible for all property market, asset and valuation input for Credit Committees and facility reviews for France & Benelux, established and

chaired cross boarder valuation group for the Royal Bank of Scotland.

• Real estate/asset management experience:

- Long-recognised expertise in commercial real estate and asset valuation since the late 1980s;

- Responsibilities in asset portfolio valuation at WGS, and at the Royal Bank of Scotland; and

- Expertise at Grosvenor Property Europe in overseeing portfolio strategy, asset management and joint ventures.

• Expertise in restructuring/disposals/divestments:

- Definition and implementation of major change in strategy at Grosvenor Property Europe initiated in 2022; and

- Responsible for the coordination of the French, Swedish, Spanish and Italian asset disposal strategies and the reporting practices at Grosvenor

Fund Management.

• ESG Expertise (competencies in social, environmental, climate and governance matters) and sustainability:

- At Grosvenor Property Europe, creation of a working group on Diversity & Inclusion, implementation of an ambitious Net Zero Carbon strategy

approved by the Science Based Targets initiative (“SBTi”), and publication of a roadmap for a 50% reduction by 2030; and

- As a member of the Executive Committee of Grosvenor (London), oversaw the Group’s strategy, including ESG policy and talent development.

2.2 Management and supervisory bodies

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

SB Vice-Chairman and

AC Chairman as at February

12, 2025.

MR RODERICK

MUNSTERS

• Master’s in Economics and Finance, Tilburg University (The Netherlands);

• Current Advisory Board member of the Dutch State Treasury Agency,

which finances the Dutch State by managing the national debt;

• Former Global CEO of Edmond de Rothschild Asset Management S.A.

(France);

• Former CEO of Robeco Group N.V. (The Netherlands);

• Former Executive Director and CIO of ABP Pension Fund (The Netherlands)

and APG All Pensions Group (The Netherlands);

• Former Managing Director and CIO of PGGM Pension Fund (The

Netherlands); and

• Various positions in the Investment Department of N.V. Interpolis Insurance

(The Netherlands).

GNRC CHAIRMAN

Independent

BORN ON:

July 19, 1963

NATIONALITIES:

Canadian, Dutch

NUMBER OF STAPLED

SHARES HELD:

1,000

OTHER CURRENT FUNCTIONS AND MANDATES

Listed company

• None

Other companies

• Supervisory Board Chair of Athora Netherlands N.V. (The

Netherlands);

• Independent non-executive Director of European Bank of

New York Mellon (Belgium);

• Advisor of the Financial Investments Strategy Committee of

Capital Guidance (Switzerland); and

• Non-executive Director of Wisayah Global Investment

Company (Saudi Arabia).

PREVIOUS MANDATES DURING THE LAST 5 YEARS

• Non-executive Board member of Moody’s Investors Service – EU & UK (UK);

and

• Supervisory Board member of PGGM Asset Management (The

Netherlands).

Further experience:

• Relevant active executive or senior leadership expertise:

- More than 25 years of executive and non-executive experience in the financial services industry, as CEO and CIO, in asset management,

private equity and real estate; extensive international M&A experience, on both buy and sell side.

• Real estate and asset management experience:

- Over 30 years' hands-on and executive experience for over 30 years, with 15 years as CIO at Europe’s 2 largest pension funds, ABP and

PGGM, and as CEO of Robeco Group and of Edmond de Rothschild Asset Management, responsible for European asset management

companies with a global presence and a large client-base in Europe, the US and Asia; also as non-executive Director at Amvest Real Estate

and AlpInvest Private Equity Partners.

• Financial expertise (audit, finance):

- Significant experience with debt and equity markets, from running investment portfolios to capital market teams and as an independent non-

executive Director at Moody’s Investors Service – EU, and as a CEO, responsible for audit and compliance in various markets, an in-depth

knowledge of global financial markets, including various alternative investment strategies; and

- As former member of the Capital Markets Committee of the Dutch Authority for the Financial Markets, extensive expertise in financial and

capital markets.

• Corporate governance and remuneration expertise:

- Founding Board member and former Chairman (10 years) of Dutch Institutional Corporate Governance platform Eumedion; a former Dutch

government appointed member of the Committee overseeing corporate governance standards for Dutch-listed companies; hands-on

experience in the design and implementation of new remuneration policies following regulatory and legislative developments.

• ESG (competencies in social, environmental, climate and governance matters) and sustainability expertise:

- Actively involved in developing and setting sustainability standards and strategy for 20+ years; responsible for the start and implementation

of sustainability investing at 2 of Europe’s largest pension funds, PGGM and ABP; and

- As a member of various Supervisory Boards actively involved in expanding and improving sustainability strategies and reporting.

2.2 Management and supervisory bodies

1 3 4 5 6 7 8CHAPTER 2

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

GNRC Chair as at February

12, 2025.

MS ALINE

SYLLA-WALBAUM

• Graduate of HEC Business School, Institut d’Études Politiques de Paris and

École Nationale d’Administration;

• General Manager Europe & Strategic projects at Chaumet S.A. (France)

since January 2022;

• Former Global Managing Director (Luxury) of Christie’s from 2014 to 2021;

• Former Managing Director of Christie’s France from 2012 to 2014;

• Former Deputy Chief Executive Officer of Development at Unibail-Rodamco

from 2009 to 2012;

• Former Chief Advisor for Culture and Media Affairs to the office of the

French Prime Minister from 2007 to 2008;

• Former Deputy Executive Director, Director of Cultural Development at the

Louvre museum from 2002 to 2007; and

• Started her career as an Inspector of Finance at the French Ministry of

Economy and Finance in 1999.

GNRC MEMBER

Independent

BORN ON:

June 12, 1972

NATIONALITY:

French

NUMBER OF STAPLED

SHARES HELD:

1,057

OTHER CURRENT FUNCTIONS AND MANDATES

Listed company

• None

Other companies

• Director of Musée National des arts Asiatiques Guimet

(France); and

• Chair of the Supervisory Board of Société Éditrice du Monde

S.A. (France).

PREVIOUS MANDATES DURING THE LAST 5 YEARS

• Supervisory Board member of Lagardère SCA (France) (listed);

• Director of Musée d’Orsay (France);

• Vice-Chair of the Board of Directors of Orchestre de Paris (France);

• Director of Louvre-Lens museum (France); and

• Director of Institut Imagine (France).

Further experience:

• Relevant active executive or senior leadership experience:

- Operational and leadership experience as Global Managing Director (Luxury) of Christie’s; and as a former member of the Supervisory Board,

Audit Committee and the Appointments, Remuneration and ESG Committee at Lagardère SCA.

• International experience:

- Experience in worldwide luxury markets (jewellery, watches, wine and handbags) in current role as General Manager Europe & Strategic

projects at Chaumet, and at Christie’s, in former roles as Global Managing Director (Luxury), based in Paris (previously in London), and

Managing Director of France.

• Real estate experience:

- Extensive real estate experience at Unibail-Rodamco, first as Director of External Affairs and Strategy and then as Deputy Chief Executive

Officer of Development.

• Digital/e-commerce:

- Experience in Christie’s digital transformation strategy and investment in digital initiatives, including an expansion of its e-commerce

platform.

• Public affairs:

- Significant expertise in communications and government and public affairs.

• ESG (competencies in social, environmental, climate and governance matters) and sustainability expertise:

- Environmental & Climate: at Unibail-Rodamco, in charge of institutional communication regarding ESG and supervision of investor relations

regarding ESG, and as Deputy CEO of Unibail-Rodamco Development, environmental certification of development projects (LEED, BREEAM);

- Social: member of the Lagardère's Appointments, Remuneration and CSR Committee covering talent development, succession planning,

diversity, remuneration policy and best practices; at Christie’s, co-Lead of the Global Diversity and Inclusion internal committee; and at

Chaumet, lead for engagement projects and involved in the Responsible Jewellery Council assessment; and

- Governance: member of the Lagardère Audit Committee, supervising compliance and risk assessment, and subsequently member of the

Appointments, Remuneration and CSR Committee, overseeing the complete scope of governance.

2.2 Management and supervisory bodies

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Diversity policy of the Supervisory Board (SB)

members

The SB annually reviews its own composition considering many

elements.

As part of its annual assessment, the GNRC and the SB conduct a

review of SB member profile to ensure that the SB is able to fulfil its

responsibilities and obligations in the best possible conditions. The

profile reflects the desired composition of the SB, in particular

regarding the strategy pursued by the Group and the objectives to be

achieved (including through the SB succession plan) in order to form

and maintain a predominantly independent SB, distinguishing itself

through the diversity of its members in terms of gender, age and

nationality, as well as their skills, expertise and experience.

The SB and the GNRC consider that SB members collectively have the

right balance of skills, expertise and experience to ensure effective

oversight of activities and to provide relevant advice to the Management

Board to fulfil their obligations in the interest of the Company. As part of

its effectiveness evaluation, the SB has initiated a reflection to enrich in

the mid-term perspective its composition, with profiles bringing

particular skills in ESG/sustainability in line with the Group’s objectives,

and in cybersecurity or digital, subjects that are equally important in

light of the international challenges and risks and the strategic

innovations launched by the Group.

A. Size of the Supervisory Board

In accordance with the law, the SB must have between 8 and 14

members. As of December 31, 2024, the SB comprises of 10 members.

The SB will propose to the 2025 General Meeting to reduce the current

size to 8 SB members, considering that a redesign of its composition will

be more relevant for the Company and will allow for optimum

functioning with still 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 for its proper functioning.

B. Age/seniority

The SB makes sure 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 assessment, to respect diversity in the age of its

members and in the desired average target age. This approach is

consistent with the statutory age limit of 75 and the age limit of less

than 70 for up to two-thirds of SB members.

As at December 31, 2024

Average age of SB members 58.6 years

Average seniority of SB members 4 years

C. Diversity (gender, nationality and culture)

The SB composition seeks a balanced representation of women and

men. In accordance with Article L. 22-10-3 paragraph 1 of the French

Commercial Code, the proportion of the members of the SB of each sex

must be at least 40%. At year-end 2024, the SB comprises of 60% of

women and 40% of men. The SB shall be composed of profiles of

different nationalities in order to have broad and multi-cultural points of

view especially with natives of countries in which the Group operates.

As at December 31, 2024

Proportion of women 60%

Proportion of men 40%

Number of nationalities within the SB 6

D. Skills of the Supervisory Board members

The SB has identified 9 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:

• Experience in international or local markets due to the Group’s

flagship shopping centre portfolio, particularly across Continental

Europe and the UK;

• Expertise in finance, including audit, financing/banking or tax

expertise, as the Company’s operations involve complex financing

transactions, debt management and refinancing in different countries

and currencies, and requires the monitoring of tax and accounting

measures;

• Experience in leadership in a company in France or abroad with a

significant size is crucial to understand the challenges the Group has

to face, as part of the CAC40;

• Experience in retail, real estate and asset management to

understand and challenge the Group’s strategy, including real estate

development, investment, leasing, and asset management;

• Expertise in restructuring/disposals/divestments is a priority

for the Group given the focus on deleveraging;

• Expertise in ESG/sustainability is essential because environmental

and societal matters are at the heart of the Group’s strategy, as a lever

for progress and as an element of competitiveness;

• Expertise in digital/e-commerce to support and understand the

development of the digital strategy in the Group’s assets, and to

understand all challenges associated with the evolution of e-

commerce, digital and artificial intelligence as opportunities and

growth drivers;

• Expertise in risk/compliance to oversee and advise on risk

structure and management, compliance, internal control systems,

and to ensure adequate risk management policies are in place. This

includes cyber security, and health/safety ; and

• Expertise in corporate governance/remuneration to maintain a

high level of corporate governance requirements, in particular,

executive compensation.

2.2 Management and supervisory bodies

1 3 4 5 6 7 8CHAPTER 2

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Supervisory Board (SB) member experience matrix

Skills/experience

Jacques

Richier

(1)

Cécile

Cabanis

(1)

Roderick

Munsters

(2)

Julie

Avrane

(1)

Michaël

Boukobza

(2)

Michel

Dessolain

(1)

Susana

Gallardo

(2)

Dagmar

Kollmann

(2)

Sara

Lucas

(1)

Aline Sylla-

Walbaum

(2)

Executive or Board member

• • • • • • • • • •

100

Retail/real estate/asset management

• • • • • •

•

Finance/audit

• • • • • • • •

ESG/sustainability

• • • • • • • • • •

100

Digital/e-commerce

• • • • • •

Corporate governance and

remuneration

• • • • • • • •

Risks/compliance

• • • • • • •

Restructuring/disposals/divestments

• • • • • • •

International experience

• • • • • • • • • •

100

(1) Audit Committee.

(2) Governance, Nomination and Remuneration Committee.

E. Independence of Supervisory Board members

Independence procedure and criteria

Every year, the GNRC and the SB carry out an in-depth independence analysis of each SB member pursuant to the criteria of the Afep-Medef Code and

2 specific supplementary criteria as detailed below. Those criteria are included in the SB Charter.

Afep-Medef Code independence criteria

Not an employee or executive officer of the Company, or an employee, executive officer or Director of its parent or of one of its consolidated subsidiaries, and

has not been one during the previous 5 years.

Not an executive officer of a company in which the Company holds a directorship, directly or indirectly, or in which an employee appointed as such, or a current

or former (during the previous 5 years) executive officer of the Company is a Director.

Not (nor directly or indirectly) linked to a customer, supplier, investment or commercial banker or consultant: (i) that is material to the Company or its Group,

or (ii) for which the Company or its Group represents a significant part of the entity’s activity. Materiality analysis: examine, for both entities when possible, the

financial relationship, the continuity over time, the intensity of the relationship and the position of the SB member in the Company.

4 Not related by close family ties to an executive officer of the Company.

5 Not an auditor of the Company within the previous 5 years.

6 Not a member of the SB of the Company for more than 12 years.

Has not received any personal financial remuneration from the Company, including any remuneration related to the performance of the Company (no short-

term incentives (“STI”) or long-term incentives (“LTI”)), other than the compensation received as a SB member.

8 Not representing any major shareholder of the Company (>10%).

Specific SB Charter criteria

9 Not a Director of a company in which an MB member of the Company holds a Director role (which they are therefore responsible for controlling) (cross ties).

10 Has not temporarily managed the Company during the preceding 12 months while members of the MB were absent or unable to fulfil their duties.

When any kind of business relationship exists (criterion n

3), a further quantitative and qualitative analysis is conducted by the GNRC on a case- by-

case basis to analyse the significance of the relationship with relevant criteria taken into account, including the nature and type of business, and to

assess the independence of that particular member of the SB.

2.2 Management and supervisory bodies

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Supervisory Board (SB) members independence analysis as at December 31, 2024

80% of the SB members, i.e. 8 of the 10 members, have been qualified as independent by the SB as at December 31, 2024.

At its meeting on February 12, 2025, the SB conducted an independence analysis of each of its members in accordance with the 10 criteria as detailed

previously, for which the outcomes are detailed below:

SB members

As at 31/12/2024

Criterion 1

Not an

employee or

executive

officer

within the

5 years

Criterion 2

No crossed

mandates

Criterion 3

significant

business

relationship

(details then

after)

Criterion 4

No close

family ties

Criterion 5

Not an

auditor of

the

Company

within the

5 years

Criterion 6

Not a

member of

the SB for

more than

12 years

Criterion 7

Not received

personal

financial

remuneration

from the

Company (no

STI or LTI)

Criterion 8

Not

representing

any major

shareholder

of the

Company

(>10%)

Criterion 9

No crossed

ties with the

Criterion 10

Not

representing

a MB

member

within the

12 months

Qualification

determined by

the SB

Mr Jacques

Richier

(1)

1.6 Independent

Ms Cécile Cabanis

(1)

4 Independent

Mr Roderick

Munsters

(2)

7.6 Independent

Ms Julie Avrane

(1)

4 Independent

Mr Michaël

Boukobza

(2)

0.2

Non-independent

Mr Michel

Dessolain

(1)

2.6 Non-independent

Ms Susana

Gallardo

(2)

4.1 Independent

Ms Dagmar

Kollmann

(2)

10.5 Independent

Ms Sara Lucas

(1)

1.6 Independent

Ms Aline

Sylla-Walbaum

(2)

3.6 Independent

Independence rate

80% (8/10)

(1) Audit Committee.

(2) Governance, Nomination and Remuneration Committee.

Upon the recommendation of the GNRC, the SB qualified 8 SB members

as independent and qualified Mr Dessolain and Mr Boukobza as non-

independent members.

Regarding Mr Michaël Boukobza, he represents a major shareholder of

the Group, therefore, the SB confirmed that Mr Boukobza did not meet

criterion n°8, representing a shareholder having more than 10% of the

Company’s capital.

Regarding Mr Dessolain, the SB noted that he did not meet criteria n

7 and n

8, having been an employee of URW until March 2022,

receiving remuneration in this respect (benefitted from PS and SO,

acquired during salary), and having been proposed by a major

shareholder of the Group.

Independence analysis of the Chairman of the Supervisory

Board, Mr Jacques Richier

The French Financial Markets Authority (AMF) recommends that the

independence of an SB Chairman be justified in detail. In a dual

corporate governance structure in which the SB’s role is to exert

oversight and control over the actions of the MB, and governed by a

principle of non-interference in the executive duties of the MB, the risks

of a conflict of interest are limited.

A specific quantitative and qualitative independence analysis was

conducted for Mr Jacques Richier, SB Chairman.

Other than as a non-executive Chairman of the SB and AC member, he

has no relationship of any kind with the Group or its management.

Moreover, as SB Chairman in a two-tier governance structure, Mr

Jacques Richier has no executive function and is not involved in day- to-

day operations nor the operational decisions of the Group. Other than

the remuneration received for his contribution provided as an SB and AC

member in 2024, he has not received personal financial remuneration,

including any remuneration in the form of shares nor any remuneration

related to the performance of the Group (no STI or LTI), from the Group.

Accordingly, upon the recommendation of the GNRC, after an in-depth

analysis of the 10 independence criteria mentioned above, including the

criterion n

3 detailed then after, the SB concluded that Mr Jacques

Richier is independent.

2.2 Management and supervisory bodies

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Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

In depth analysis of the business relationship

A quantitative and qualitative detailed analysis of the business

relationship was carried out by the GNRC, then presented to the SB, to

assess the independence of Mr Jacques Richier, given his role as SB

Chairman, and of Ms Julie Avrane, Ms Cécile Cabanis and Ms Dagmar

Kollman given their other roles outside the Group.

There is no direct or indirect business relationship between URW Group

and respectively Mr Michaël Boukobza, Mr Michel Dessolain, Ms Susana

Gallardo, Mr Roderick Munsters, Ms Sara Lucas and Ms Sylla-Walbaum

hence, no further detailed assessment was made on this criterion n

In assessing whether an SB member is independent in accordance with

the Afep-Medef Code and the SB Charter, one criterion (criterion n°3) to

be fulfilled is that an SB member must not be a customer, supplier,

investment banker or commercial banker that is material for the URW

Group, or for which the URW Group represents a significant part of the

entity’s activity.

In accordance with AMF requirements and the Afep-Medef Code, in

considering the materiality, the SB shall examine the financial

relationship between URW and the specific entity for which the SB

member held a mandate, when possible, in absolute and relative

amounts, the continuity in duration and intensity of the relationship and

the position of the SB member in the company, the legal entities signing

contracts and the number of stores and the percentage it represented

out of all stores in the consolidated Group portfolio in 2024.

Analysis of Mr Jacques Richier’s business relationship

An in-depth analysis was conducted given the mandates held by Mr

Jacques Richier as at December 31, 2024.

After verification, it is noted that URW does not have any business

relationships with Rothschild Martin Maurel.

URW does have business relationships with IDI SCA, Allianz France

Group and Diot-Siaci.

Idi SCA

A lease was signed in March 2022 with Culturespaces for Westfield

Hamburg, between Unibail-Rodamco ÜSQ Rouge B GmbH & Co. KG. and

Culturespaces Germany GmbH (with IDI SCA in its capital since

February 2022 (i.e. before Mr Richier's appointment at URW).

In addition, Mr Richier’s independence has also been qualitatively

analysed.

Specifically, (i) he is not implicated in the day-to-day operations nor the

operational decisions of the companies; (ii) the contracts are entered

into between subsidiaries and not at the parent level; and (iii)

discussions on a specific service contract terms and negotiations never

rise to the SB level.

Allianz France Group

The business relationships between Allianz France and URW are very

limited. Allianz France is one of URW’s insurers for the following

marginal covers: (i) pension and health expenses for expatriate/

inpatriate employees, and (ii) health costs of French employees working

abroad (mainly IGP). The global Allianz France premiums are marginal

and represent 0.7% of the amount of insurance premiums of URW Group

in 2024.

In addition, Mr Richier’s independence has also been qualitatively

analysed.

Specifically, (i) he is not implicated in the day-to-day operations nor the

operational decisions of the companies; (ii) the contracts are entered

into between subsidiaries and not at the parent level; and (iii)

discussions on a specific service contract terms and negotiations never

rise to the SB level.

Diot-Siaci

Diot-Siaci is URW’s historical insurance broker and has been for over 25

years. The 2024 commissions or fees paid to Diot-Siaci represent 4.7%

of the total amount of insurance premiums of URW Group.

In addition, Mr Richier’s independence has also been qualitatively

analysed.

Specifically, (i) he is not implicated in the day-to-day operations nor the

operational decisions of the companies; and (ii) discussions on a specific

service contract terms and negotiations never rise to the SB level.

Given the foregoing, the business relationships between URW, IDI SCA,

Allianz France Group and Diot-Siaci are qualified as non-material.

Therefore, based on the work of the GNRC, the SB concluded that Mr

Jacques Richier is independent with respect to this criterion n

F. Employee or employee shareholder

representation on the Supervisory Board

Pursuant to Article L. 225-79-2 of the French Commercial Code,

companies above certain thresholds must provide for employee

representatives within their Supervisory Board. Likewise, pursuant to

Article L. 225-71 of the French Commercial Code, listed companies

whose shares held by employees account for more than 3% of the share

capital are required to appoint 1 or several employee shareholder

representatives to their Supervisory Board. At December 31, 2024, the

URW Group remains below the above mentioned thresholds.

Although the Company is not subject to the legal obligations regarding

employee representation on the SB, the Group is committed to

employee dialogue and works with employee representatives. In

addition, since 2009, the European Employees Committee (“EEC”) has

received information regarding the Group’s economic situation and has

discussed all issues regarding the Group’s employees, including Group

strategy, strategic transaction, ESG policy and working conditions. This

body is also a forum for the exchange of best practices within the

countries. Various meetings are organised by the Group with the works

councils and trade unions.

2.2 Management and supervisory bodies

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Succession planning of the Supervisory Board

Succession planning is key to the long-term competitiveness and

growth of the Company. Departure or incapacity of key people from top

management (MB and EC) and from the SB is an identified risk factor for

the Company.

The SB succession planning is discussed at least annually to ensure

proper rotation of members in terms of foreseeable departures as well

as to anticipate any unforeseen departures.

Supervisory Board succession planning and Supervisory Board member candidate selection process

(1) GNRC members and CEO/CRSO; and SB Vice-Chair when dealing with the SB Chair recruitment.

As every year, the SB succession plan has been reviewed in order to

remain proactive and operational in its implementation under all

circumstances.

At the March 13, 2025, SB meeting, the SB decided to propose at the

2025 General Meeting: (i) the renewal of the SB mandate of Ms Julie

Avrane for a period of 3 years, (ii) the ratification of the co-optation of Mr

Michaël Boukobza and his appointment as SB member for a period of

3years, and (iii) the appointment of Mr Xavier Niel as SB member for a

period of 3 years.

Mr Michel Dessolain and Ms Dagmar Kollmann have decided not to seek

for renewal of their SB mandates at the 2025 AGM.

Upon the GNRC's recommendation, to optimize the size and the

functioning of the SB, the SB has decided not to propose the

appointment of any other candidates.

The SB believes that such redesign of its composition will enable an

appropriate size (8 members) and increased agility, while ensuring a

wide range of relevant knowledge and experience, and a balanced

diversity to perform its duties in the most appropriate manner.

SUCCESSION PLANNING OF THE SUPERVISORY BOARD

• Review of mandates (renewals,

resignations, end of mandates);

• Profiling of candidates, review of

skills, SB targeted independence

level, maintenance of diversity,

size of the SB desired (based on

the composition of the SB as

described in the SB Charter); and

• Analysis, where applicable,

of the profiles of candidates

sponsored by any member of the

SB representing a significant

part of the Company’s share

capital and voting rights.

• Proposal for the renewals of

mandates;

• Proposal of external recruitments:

- Mandate with the recruitment

firm selected;

- Pre-selection of candidates

responding to the sought

profile(s);

- Interview of candidates by a

dedicated committee

(1)

; and

- Selection of a final short list

of candidates, additional

interviews and presentation

to the SB.

Recommendations

of the GNRC

• Proposal for the renewals of

mandates;

• Proposal for the appointment of

new candidates; and

• Proposal for the co-optation of new

candidates.

Decisions of the SB

(in consultation with the MB)

Work of the GNRC

Vote at

General Meeting

• Appointments;

• Renewals; and

• Ratifications

2.2 Management and supervisory bodies

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Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

2.2.2.2 Supervisory Board (SB) functioning

The functioning of the SB is governed by the Company’s Articles of Association and the SB Charter whose main provisions are described in section 7.6

and are available on the Company’s website.

Supervisory Board meetings in 2024

In 2024, the SB held 10 meetings (including 4 ad hoc meetings) and 2 specific days dedicated to the Group’s strategy (strategic retreat).

Attendance of members at Supervisory Board and committee meetings

SB members as at December 31, 2024 SB 10 meetings AC 6 meetings GNRC 8 meetings

Mr Jacques Richier 100% (10/10) 100% (6/6) –

Ms Cécile Cabanis 70% (7/10) 100% (6/6) –

Mr Roderick Munsters 100% (10/10) – 100% (8/8)

Ms Julie Avrane 100% (10/10) 100% (6/6) –

Mr Michaël Boukobza (mandate started on October 4, 2024) 100% (2/2) – 100% (2/2)

Mr Michel Dessolain 100% (10/10) 100% (6/6) –

Ms Susana Gallardo 100% (10/10) – 88% (7/8)

Ms Dagmar Kollmann 100% (10/10) – 88% (7/8)

Ms Sara Lucas 100% (10/10) 100% (6/6) –

Ms Aline Sylla-Walbaum 100% (10/10) – 100% (8/8)

Average attendance rate 97% 100% 95%

The member attendance rate was 97% for all SB meetings in 2024,

including ad hoc and regular meetings, for members sitting as at

December 31, 2024.

The members of the SB were systematically informed of the work and

recommendations of the 2 specialised committees and the work of the

Statutory Auditors. The minutes and documents of all meetings of the

AC, the GNRC and the SB are exclusively and systematically made

available through a secured digital platform.

The SB members who were not able to participate in all the meetings of

the SB and the Committees were able to examine the subjects dealt

with and the minutes of the meetings via the secured platform where all

documents are made available for each meeting and contact the MB for

any request on a particular subject.

Strategic retreat

Once a year, the SB and MB typically take the opportunity to visit assets

in a country where the Group operates to discuss strategic matters,

competition and market developments in-depth, and to interact directly

with the local management teams. In 2024, the SB Strategic Retreat

was held in Paris (France) to meet with local teams.

The SB and the MB focused on (i) the US deleveraging, (ii) the Group

financial position and capital allocation, (iii) the growth levers (Retail

operations expertise and Westfield Rise / Retail Media), (iv) the

investment market and asset strategy, and (v) the Viparis strategy.

Throughout 2024, in-depth discussions were held on the Group’s

strategic objectives, challenges and opportunities.

Executive sessions (meetings without

Management Board members)

In addition to informal gatherings, the SB can meet without the MB

whenever deemed necessary and does so on a regular basis, mostly at

the end of the regular meetings (through “executive sessions”). Five

non-executive sessions were held in 2024. The subjects discussed are

diverse and members of the SB can express themselves openly on any

subject of their choice in order to guarantee total freedom of

expression.

Topics on the agenda notably included: SB succession plan, SB and

committees’ effectiveness assessment and related feedback/action

plan; MB compensation and objectives, MB succession plan, renewals

and assessment; development projects (with a specific focus on

Westfield-Hamburg-Uberseequartier Project) and visits to be organized

(Croydon, UK); SB Charter, governance considerations; and major

shareholders’ representation and independence within the SB.

Onboarding of the new Supervisory Board (SB)

members

Each new SB member takes part in an induction programme individually

tailored to their particular skill sets, experiences and expertise. The

induction programme provides the new member with information

unique to the Group and its business activities, its financial reports, legal

affairs, compliance, ESG and sustainability, and also crisis

management. New members also meet with key people within the

organisation (members of the Executive Committee, Directors of

departments/regions, employees invited to the various committees),

and conduct site visits of Group assets as well as main competitors.

2.2 Management and supervisory bodies

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Further to the co-optation of a new member of the SB on October 4,

2024, an intensive programme was specifically set up, and meetings

with the SB and MB members, senior executives, and the Statutory

Auditors were scheduled.

Supervisory Board members ongoing trainings

An annual half day training session is organised for all SB members,

often associated with the visit of one or more Group’s assets. In addition,

asset visits are organized throughout the year. In 2024, SB members

were able to visit many URW and competitor assets: Westfield Euralille,

Beaugrenelle, Building Metal 57, Westfield La Part Dieu and Confluence

in France; Westfield Mall of the Netherlands and Stadshart Amstelveen

in The Netherlands; La Vaguada, Westfield Parquesur, L’Illa, Westfield

Glories, Westfield La Maquinista, Diagonal Mar and Splau in Spain;

Westfield Mokotov, Westfield Arkadia, Centrum Ursinow and Wroklovia

in Poland; Westfield Chodov, Centrum Cerny Most, and Metropole Zlicin

in Czech Republic; and Westfield Donau Centrum and Westfield

Shopping City Sud in Austria.

Year 2024 included 4 trainings scheduled for half a day, during which a

significant amount of time was devoted to questions and answers.

The sessions focused on: (i) Crisis Management and Communication

considerations presented by the Group General Counsel, the Group

Director of Security and Crisis Management, the Head of Security

Europe and a former Head of Cabinet at DGSI (French Intelligence

Service); (ii) Glaciology considerations presented by the CRSO, the

Group Director of Sustainability and an internationally renowned

glaciologist, also a leading voice in climate advocacy; (iii) an overview of

Carbon Markets and Natural Climate Solution facilitated by an

international expert, the CRSO and the Group Director of Sustainability;

and (iv) Retail consumer insights and Marketing priorities presented by

the CCRO, the Group Director of Data and the Group Director, Brand and

Marketing.

Supervisory Board annual assessment process

In accordance with the Afep-Medef Code, an assessment of the SB is

carried out annually with a more formal assessment carried out every 3

years, possibly conducted by a specialised consultant, which was the

case in 2022. For 2024, upon recommendation of the GNRC, the SB has

conducted its formal assessment internally.

Implementation of 2023 evaluation

recommendations

The areas of improvement identified during the 2023 assessment

process were continuously followed as a priority in 2024.

To this end, upon the proposal of the GNRC Chairman, the 2 project

leaders, members of the SB, were reappointed to build the new action

plan especially prepared in early 2024.

At the July and December 2024 GNRC and SB meetings (executive

sessions), the status of the action plan was extensively discussed. The

major conclusions were discussed at the end of 2024. Of the 18

proposed recommendations:

• 11 had to be implanted and followed up. Among others: focus on

specific markets and projects, review of the strategy for the US, deep

dive on digital strategy, quarterly reviews of the transformation plan,

monitoring of the SB composition, review of the SB prior approval

thresholds, getting more recurrent documentation (fortnightly press

reviews, relevant updates between SB meetings), individual

interviews with the SB Chairman, and more executive sessions (SB

only). These are either completed or ongoing; most are well

underway.

• 9 recommendations were (partly) implemented in 2023 already and

needed to be continued in 2024 with possible adjustments. Amongst

others: regular focus on ESG (Corporate Sustainability Reporting

Directive ("CSRD"), sustainability, remuneration key performance

indicators ("KPIs"), people updates, relevance of an ESG committee),

participation of external/internal experts, informal gatherings,

regular site visits (including competition), interactions with levels

under MB, executive summaries with proposed decisions outlined,

and concision of the documentation when relevant.

2024 Supervisory Board assessment

The SB, upon recommendation of the GNRC, has decided to carry out

the 2024 evaluation internally, via the secured platform dedicated to

this purpose.

Conduct of the assessment

After discussion, in order to have a suitable and relevant questionnaire,

the GNRC Chairman approved the content of the evaluation

questionnaire in early October 2024. The questionnaire was sent out

and then completed anonymously, and with confidentiality ensured, in

October and November 2024 by the members of the SB, the CEO and

the CRSO. Individual interviews with the SB Chairman were scheduled

in parallel. The SB questionnaire comprised of 58 questions raising

many subjects such as its functioning, its members/composition (skills,

background, ESG expertise), its committees (ESG-specific

responsibilities), the SB and committee Chairs, strategy, culture,

succession planning and independence.

At meetings held in December 2024, the results were discussed by the

GNRC and then the SB, via a report and a rating grid.

2.2 Management and supervisory bodies

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Results and areas for improvement

Key findings.

The evaluation of the effectiveness of the SB and subsequent analysis

concluded that the SB assessed its overall functioning at 4.4/5, 4.2/5 for

the AC and 4.6/5 for the GNRC. The SB considers positively its overall

effectiveness at 8.1/10, and its managerial culture at 8.5/10.

The SB now appears to have reached cruising speed with the right

balance in its composition. The SB considers it has a high level of

expertise in terms of culture and behaviour with a range of skills and

experience considered satisfactory. However, a size optimization of the

SB may be considered.

The SB is perceived by its members as well organized, structured and

chaired by a respected, diplomatic and recognized personality.

SB members can freely interact and express views (open and

transparent discussions), with a high level of integrity and respect to

other members.

The interaction between the SB and the MB remains fluid with

respective accessibility, with some adjustments expected on specific

topics like developments projects.

Other points of attention were raised by the SB, such as (i) monitoring of

the effectiveness of the SB prior approval thresholds, (ii) SB

independence level (80%at year-end 2024), and (iii) monitoring of the

potential conflict of interests.

Action plan for 2025

Like in 2023 and 2024, the SB decided to set up an action plan for 2025

under the supervision of the GNRC Chair. The action plan will include

recommendations on the 4 pillars of the evaluation (strategy,

governance, culture and functioning).

The GNRC Chair will be in charge of building this action plan.

The GNRC has proposed to the SB that it work in a non-exhaustive way

on 12 recommendations put forward in previous years and which

require particular follow-up to date. It also recommended that the SB

work on 6 new priorities which will cover a wide range of strategic topics

(major development projects, ESG risk and internal/external audit

controls, etc.), governance (conflicts of interest, fluidity of exchanges

with the MB, etc.), and operational (increased efficiency and longer time

in meetings).

Ongoing monitoring of the action plan will be provided throughout the

year to assess progress and implement corrective actions where

necessary.

2.2.2.3 Supervisory Board activities

Responsibilities of the Supervisory Board

Principal responsibilities of the Supervisory Board Key areas discussed, reviewed and/or approved in 2024

Group strategy • Investment and divestment operations in 2024;

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

(operations, finance, human resources, legal, ESG, development, IT, compliance/risk management,

etc.); and

• Digital and data strategy.

Group financial policy and financial performance and

reporting

• Review and discussion of the deleveraging programme and Group liquidity forecast;

• 2025 Group Budget, Admin costs and CAPEX of the Group;

• Follow-up on net asset value (“NAV”) and EPRA performance measures;

• Financial commitments and guarantees;

• Provisions for risks and litigation;

• Consolidated accounts and quarterly financial statements;

• The Group’s 5-year Projections, financial resources and financing (EMTNs), and liquidity needs;

• The Group’s dividend distribution payment policy and annual allocation/distribution of profits;

• Relationship with the Statutory Auditors including auditor’s reporting for the coming year;

• Non-audit services provided by the Statutory Auditors, (including the amount of fees related thereto);

• Development pipeline (including strong focus on Westfield-Hamburg-Uberseequartier);

• Relations with rating agencies;

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

• Follow up on goodwill and tenant negotiations and collection.

Internal audit, risk management and control systems • Monitoring Group risk management, internal audit, compliance, and insurance programmes;

• 2024 internal audit plan;

• Internal audits, internal control system and compliance matters;

• In-depth review of the Group’s risk management and risk mapping (this includes ESG, Health/Hygiene

& Safety and cyber security risks); and

• Focused review of selected risk management topics.

2.2 Management and supervisory bodies

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Principal responsibilities of the Supervisory Board Key areas discussed, reviewed and/or approved in 2024

Governance and compliance with relevant laws and

regulations

• Annual Group compliance report and updates to the Group’s Compliance Programme (including the

Group Anti-Corruption Programme (“ACP”) and Anti-Money Laundering Policy) and ACP training;

• Group’s compliance with the Afep-Medef Code;

• Review of the High Committee on Corporate Governance (“HCGE”) and AMF 2023 reports;

• Annual review of the independence of SB members;

• Regular updates on regulatory/legal changes;

• Updates to the SB and MB Charters; and

• Review of related party agreements and monitoring of current related party agreements.

Succession planning • Annual review of the SB and committee composition and rotation, and harmonisation of the rotation of

SB mandates;

• Succession planning and overall composition of the SB, MB and Executive Commitee (EC);

• Decision to not appoint new members at the 2024 General Meeting; and

• Renewals of SB members mandates, co-optation an onboarding of a new SB member, establishment

and follow up of a tailored onboarding and integration programme for the new SB member.

Group Remuneration Policy and performance

assessments

• 2024 MB and EC members remuneration (including fixed income, level of attainment of annual STI and

LTI targets);

• 2024 LTI envelope and Company Savings Plan;

• 2024 MB Remuneration Policy (including market benchmark); and

• Annual evaluation of the functioning and efficiency of the SB (self-assessment process) and the MB,

and action plan to follow up improvements led by the SB Chair, the GNRC Chair and 2 appointed

project leaders.

ESG • MSCI and ISS indicators;

• Follow up of Better Places 2030 Strategy; and

• Non-financial information disclosure.

Human resources • Talent management; and

• Review of inclusion and diversity policy.

Shareholder outreach and engagement • Extensive shareholder and proxy advisor engagement and feedback (relating to FY and HY results),

analysis of 2024 General Meeting voting results, corporate governance roadshow and

communications;

• Updates on shareholder composition;

• 2024 General Meeting materials (agenda, resolutions, etc.); and

• Universal Registration Document 2023 (SB Chairman’s report, governance, MB/SB Remuneration

Policy, risk management and internal control systems, etc.).

2024 Key topics of the Supervisory Board

The following key topics are an important part of the Group’s strategy

and are carefully followed by the SB. They are discussed in detail in

other sections of this Universal Registration Document (please refer to

the following sections for further detail):

• New ESG/Sustainability Chapter – Chapter 3;

• New remuneration criteria and governance; and

• Group strategy, including the disposal programme – section 1.3.

In addition to its prerogatives, the SB discussed in particular all the

major actions carried out in 2024.

On business, the SB discussed on several occasions (i) the deleveraging/

divestment strategy (Europe and the US), (ii) Westfield Hamburg

Überseequartier (“WHU”) project (business updates, mitigation action

plan, external audit report and its findings and conclusions, Total

Investment Cost (TIC) evolution, reporting and process, financial impact

and Group Financial ratios, action and next steps, press releases and

communication strategy), and (iii) the acquisition of stake in URW

Germany JV from partner CPP Investments, concerning 5 shopping

centres in Germany.

On financial and organisation topics, the SB focused on (i) the

restructuring efforts and simplification of the Group’s operating

structure and model, (ii) the threshold decisions of the MB requiring the

prior approval of the SB, (iii) the related party agreement (URW SE and

URW NV), (iv) Viparis refinancing, and (v) the revised 2024 budget

focusing on administrative costs.

On ESG and sustainability, the SB reviewed and discussed (i) the non-

financial information disclosure, and the upcoming CSRD and its audit

approach, (ii) the new ESG strategy’s KPIs and target considerations in

preparation of the 2025 MB Remuneration Policy, (iii) the appointment

of statutory auditors in charge of certifying the sustainability

information, and (iv) the relevance of an ESG committee.

On representative bodies, the SB focused on (i) the MB succession

planning (renewal of the mandates of the CEO and CFO) and related

remuneration decisions, (ii) the SB members' mandate renewals

proposed at the 2024 General Meeting, and (iii) the co-optation of

Mr Boukobza as SB and GNRC member, replacing Xavier Niel who

resigned from his SB mandate on October 4, 2024, further to his

appointment at the Board of Directors of ByteDance (TikTok's parent

company) early September 2024.

On governance, the SB worked on the SB effectiveness action plan.

2.2 Management and supervisory bodies

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Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Environmental and social governance

ESG is a core component of URW’s long-term competitive strategy and

is at the heart of the Group business model (for more details, please

refer to section 1.3 of this Universal Registration Document).

Diversity and inclusion

In addition to the governance bodies (Management Board and

Supervisory Board), URW 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 and more specifically the gender

policy on the balanced representation of women and men within the

governance bodies. In 2021, URW defined a “Senior Management”

group, which includes employees with a level 15 or higher position, and

any employee with country responsibility for Leasing, Legal or

Development/Contruction; or regional responsibility for Marketing,

Shopping Centre Management/Technical Servicesor Westfield Rise,

provided they are at least level 14.

The goal is that the Senior Management group maintains a minimum of

40% women, measured at each each year end. In addition, a diversity

target must be set in the annual variable compensation and long-term

variable compensation for all members of the Management Board and

the Executive Committee. 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.

For more information on these objectives, see section 3.2.3.1.3, of this

Universal Registration Document.

Company Shareholder Engagement Policy

The Group’s shareholder base being diverse, this diversity is reflected in

the composition of the SB, of which 80% of members are independent at

year-end 2024. The diversity of the shareholder base and investor

profiles, both on a geographic and investment strategy basis, makes it

all the more important to have extensive and regular interactions with

shareholders.

To formalise this commitment to shareholders, a Shareholder

Engagement Policy has been published and is available on the Group’s

website. It provides information to shareholders on the engagement

process and highlights the importance of clear communication,

transparent shareholder engagement and the Group’s commitment to

non-selective information and equal treatment among shareholders.

In addition, when the SB considers that a resolution may be or has been

the subject of relevant opposition, it may release a public

communication (also published on the Company’s website) to

shareholders to communicate the decisions adopted by the SB to clarify

any potential concern.

The dialogue initiated by the Company with its shareholders is focused

on 3 areas:

• Strategy and financial performance, including deleveraging and

disposals, for which the Investor Relations team, regularly

accompanied by MB members, meets investors during post-results

roadshows during the year, as well as during the 10–15 investor

conferences they attend globally each year and the Investor Day, the

next one being scheduled in May 2025, and the Sustainability investor

event held on October 10, 2023, during which the MB presented a

comprehensive evolution of Better Places 2030 Strategy to support

the environmental transition of cities and retail. These discussions

are focused on the Group’s strategy, financial information and

performance. In 2024, the team undertook around 340 meetings with

89 existing investors representing over 63% of the institutional

shareholder base, and over 160 potential investors;

• ESG and non-financial performance for which the ESG team, together

with the Investor Relations team, meets with investors’ dedicated

ESG teams or non-financial rating agencies ; and

• Corporate governance involving Legal, Compensation and Benefits,

Investor Relations and ESG teams. Roadshows are held after release

of the Universal Registration Document and the General Meeting

convening notice and prior to the General Meeting of shareholders, in

order to discuss all the resolutions proposed to shareholders’ vote. If

the investor so requests, the dialogue may be opened with the

Chairman of the SB, or the GNRC and AC Chairs. Information from

these meetings is shared with the GNRC and the SB to better

understand the issues, opposition or support expressed with respect

to key topics and points of interest raised by shareholders, and to

encourage informed reflection. The Company implements a similar

policy of dialogue with the main voting advisory agencies and investor

organisations.

2.2.2.4 Specialised Supervisory Board

committees

In accordance with Article 5 of the SB Charter, the SB has 2 specialised

committees: the Audit Committee and the GNRC, each of which focuses

on, and explores in-depth, specific topics of its overall competence.

Each committee operates based on the SB’s Charter, which describes

its composition, role, responsibilities, organisation and functioning. The

committees make recommendations and advise the SB within their

scope of responsibility. The SB is, however, ultimately responsible for

all the decisions and actions taken on the committees’

recommendations.

The SB Vice-Chair may temporarily replace the SB Chairman if he is

absent or incapacitated.

The SB Vice-Chair is involved in the succession planning of the SB Chair,

throughout the full process.

2.2 Management and supervisory bodies

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Audit Committee

Audit Committee composition as at December 31, 2024

The AC is chaired by Ms Cécile Cabanis and consists of 5 members, 4 members including the AC Chair being independent.

The AC members are selected by the SB, upon the recommendation of the GNRC.

Pursuant to French Commercial Code requirements and the Afep-Medef Code, every AC member is an expert or has relevant skills in finance and in

accounting for listed companies or for other large companies which apply the IFRS accounting standards.

Audit Committee meetings

Typically, the CEO, the CFO and the Group General Counsel attend AC

meetings, unless decided otherwise by the AC. The AC may decide to

meet without the MB members or to meet only with the CEO, the CFO or

the Statutory Auditors. The Group Director of Tax, the Group Director,

Financial Reporting , the Group Director of Risk Management, the Group

Director of Consolidation and Accounting, the Group Director of Internal

Audit and Compliance and the URW NV Finance Director attend AC

meetings at the request of the AC.

AC members receive the meeting documents, which include a detailed

agenda and comprehensive papers at least 3 days before each meeting.

To allow for optimal preparation for the review of the accounts, the AC

meets at least 48 hours 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.

Audit Committee activities

The AC met 6 times in 2024 (including 1 ad hoc meeting, and 3 times in

the presence of the Statutory Auditors). Membership attendance was

100% for all AC meetings. Two sessions outside the presence of the

Management Board and Executive Directors were held in 2024, where

the Statutory Auditors’ reports outcomes, the improved coordination for

URW SE and URW NV report, Goodwill, Key Audit Matters, the new audit

norms to enter in force in 2025, CSRD, and prior SB approval rules (SB

Charter) were discussed.

The AC focused on Westfield-Hamburg-Uberseequartier. Many notes

were shared and discussed with the AC and project teams. At the

initiative of the MB, the AC requested an external audit following the

increase in the total investment costs in July 2024. The audit work was

reviewed and challenged by the AC on several occasions in light of the

major progresses made, in the presence of the external auditor

selected. A site visit was organized in early 2025.

The AC deals with recurring issues, such as accounting and financial

elements (interim and annual financial statements), internal control,

risk management and NAV. It examines and supervises the Company’s

publication of financial information. It also ensures the relevance and

efficiency of the Group’s accounting and financial standards, tax and

funding policies, internal audit, risk management and control

procedures. As part of its risk management scope, the AC also deals

directly with ESG topics such as climate change, societal risks and the

Group insurance programme. Preparatory meetings are systematically

scheduled with the AC Chair and URW’s internal teams on financial

results, risk management, non-financial information disclosure, and

various specific topics related to the Group’s current business.

From 2024, an additional meeting of the AC dedicated to the non-

financial information disclosure is scheduled systematically in March to

further address the non-financial performance statement in the

presence of the independent Statutory Auditors in charge of certifying

the sustainability information. They presented their findings to the AC

(2023 sustainability performance, scope and main findings of Third-

party verifier and appointment of sustainability auditors).

PERCENTAGE OF INDEPENDENT MEMBERS

80%

AVERAGE ATTENDANCE

100%

60%

40%

Ms Julie Avrane

Independent

Ms Cécile Cabanis

Independant

Chair

Mr Jacques Richier

Independent

Mr Michel Dessolain

Non-independent

Ms Sara Lucas

Independent

2.2 Management and supervisory bodies

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Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Furthermore, in 2024, cyber insurance risks were reviewed by the AC

and the SB, in light of the global cyber security and insurance markets,

and the particularities of the core business of the URW. Since the

beginning of 2024 and even earlier, especially in the preparation and

anticipation of risks related to the Paris 2024 Olympic Games, cyber

risks (as part of the Group risk mapping) have been widely discussed

and a deep dive working session was held in 2024 at SB level. Given the

importance of cyber risk monitoring in an Olympic year, a

comprehensive review was also organized during the discussions on

terrorism and major risks, with emphasis on the cyber risks. The Health

and Safety risks were examined and challenged by the AC as part of the

Group’s risk mapping (compliance and regulation deep dive), also

through specific internal audits conducted. Health and Safety risks were

also addressed and discussed through the regular reviews of the Better

Places Roadmap. Artificial Intelligence (AI) was discussed at part of the

Group’s risk mapping, through compliance and regulatory risk reviews,

and case studies were organized. AI was also part of the topics

extensively challenged during the 2024 SB strategic Seminar. AI was

discussed at length at 2023 SB training sessions (facilitated by the

Group Director of IT) and will be addressed during the 2025 SB

trainingday.

The AC may also carry out specific examinations on its own initiative or

at the request of the SB. The AC may solicit the advice of external

advisors as it deems necessary. In addition to the regular contact that

the AC has with the MB and its Statutory Auditors, it is free to interview

experts in particular fields without MB members being present. The AC

also has access to valuations carried out by independent appraisers.

Statutory Auditors in charge of certifying the

Sustainability Information

Appointment of the Statutory Auditors in charge of certifying the

sustainability information

Given the obligation to appoint Statutory Auditors in charge of certifying

the sustainability information at the 2024 Annual General Meeting

(“AGM”), a call for tenders with both URW’s Statutory Auditors (Deloitte

& Associés and KPMG S.A.) was launched in January 2024, and the

selection process was presented at the February 2024, AC & SB

meetings. The AC and SB were able to learn about the new

requirements for the verification of sustainability information, as well as

about the different steps conducted by the Sustainability Team,

methodology and underlying hypothesis leading to adjusted offers.

After discussions and having considered all pro’s and con’s,upon AC

recommendation, the SB decided to submit the appointments of KPMG

S.A. and Deloitte & Associés as Statutory Auditors in charge of

certifying the sustainability information for a period of three-year term

expiring at the end of the AGM called in 2027to approve the financial

statements for the year ended December 31, 2026.

KPMG S.A. and Deloitte & Associés were appointed as Statutory

Auditors in charge of certifying the sustainability information by the

2024 AGM.

Principal responsibilities of the AC Key areas discussed, reviewed and/or recommended for approval to the SB in 2024

Group financial policy • Strategic initiatives relating to the balance sheet, including deleveraging and access to capital;

• 2024 Group Budget, costs and CAPEX;

• Follow-up on NAV and EPRA performance measures;

• The Group’s 5-year Projections, financial resources and financing (EMTNs);

• The Group’s dividend distribution policy and annual allocation and distribution of profits;

• Development projects, in particular Westfield-Hamburg-Uberseequartier in 2024;

• Relationships with the rating agencies;

• Review of related party agreements and monitoring of current related party agreements;

• Relationship with the Statutory Auditors, including auditor’s reporting for the coming year; and

• Non-audit services provided by the Statutory Auditors (including the amount of fees related thereto).

Financial and non-financial performance • Follow up on NAV, goodwill and tenant negotiations and rent collection;

• Consolidated accounts and quarterly financial statements;

• NAV, corporate risks and off-balance sheet commitments;

• Financial commitments and guarantees;

• Provisions for risks and litigation;

• Regular tax updates;

• Launch of the CSRD;

• Review of non-financial information disclosure process;

• Audition of the third-party verifier;

• Development pipeline; and

• Liquidity forecasts and LTV ratio.

Internal audit, risk management and control systems • Monitoring Group risk management, internal audit, compliance, and insurance programmes;

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

• 2024 internal audit plan;

• Internal audits, internal control system and compliance matters;

• In-depth review of the Group’s risk management and risk mapping, this includes ESG, Health/Hygiene

& Safety and cyber security risks; and

• Focused review of selected risk management topics.

AC governance • Annual evaluation of the functioning and efficiency of the AC (self-assessment process); and

• Integration of the Statutory Auditors in charge of certifying the Sustainability Information.

Shareholder outreach and engagement • Shareholder engagement and feedback.

2.2 Management and supervisory bodies

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Governance, Nomination and Remuneration Committee (GNRC)

The GNRC considers that having a single committee dedicated to both nomination and remuneration makes it possible to improve the effectiveness of

the debates, given the interdependence of the vast majority of the subjects dealt with and the strictly identical composition of the 2 former

committees (one for nomination and one for remuneration). The composition, functioning and responsibilities of the GNRC are governed by the GNRC

Charter, which is established by the SB.

A. Governance, Nomination and Remuneration Committee composition

The GNRC is chaired by Mr Roderick Munsters and consisted of 5 members, 4 members being independent, as at December 31, 2024.

Governance, Nomination and Remuneration

Committee meetings

The CEO, the CRSO and the Group General Counsel typically attend

GNRC meetings, except for meetings concerning their own evaluation.

At least twice a year, during the annual self-assessment of the GNRC as

well as during assessment of the MB, the GNRC meets without the CEO,

the CRSO and the Group General Counsel. The GNRC meets outside the

presence of the MB whenever it considers it necessary and does so on a

regular basis, at the end of meetings when possible.

The GNRC may solicit the advice of external advisors and is free to

interview such advisors without MB members being present as deemed

necessary. At least once a year, the Group Director of Internal Audit and

Compliance presents a compliance report. Additionally, other persons

may be invited to attend by the GNRC Chairman, notably the Group

Director of Compensation and Benefits, the Group People Officer and

the Group Director of Corporate and Securities Law, for the topics under

their expertise. Members receive the meeting documents, which include

a detailed agenda and comprehensive papers, at least 3 days before

each meeting. The SB is informed of the GNRC’s proceedings and

recommendations at its meeting directly following that of the GNRC.

Governance, Nomination and Remuneration

Committee activities

The GNRC met 8 times in 2024 (including 4 ad hoc meetings).

Eight meetings were held outside the MB’s presence in 2024, where the

following topics were discussed: SB and specialised committees’

effectiveness and related action plan, SB succession planning and 2024

renewals and co-optation (including appointment of committee

members), SB profile and experience matrix, SB rotation rules and

overboarding analysis, MB and EC succession plannings with a focus on

the CEO and the CFO mandate renewals (process and timeline), CEO

2024 objectives, governance general considerations including

relevance of an ESG committee, and the URW transformation plan.

The member attendance rate was 95% for all meetings, including

regular and ad hoc meetings.

The GNRC is responsible for reviewing and advising the SB on: (a) MB

and SB member profiles and selection criteria, (b) the scope,

composition and functioning of the MB and the SB, (c) the independence

of SB members, the (re)appointment of MB and/or SB members through

application of the established succession plans which are regularly

discussed, (e) the Group’s corporate governance rules and practices, (f)

Group talent management, including MB and top management

succession planning, and (g) the Remuneration Policy for the Chairman

of the MB and the other members of the MB (fixed income, annual

variable remuneration, long-term variable remuneration and other

benefits) and the SB Remuneration Policy.

PERCENTAGE OF INDEPENDENT MEMBERS

80%

AVERAGE ATTENDANCE

95%

60%

40%

Mr Michaël Boukobza

Non-independent

Mr Roderick Munsters

Independent

Chair

Ms Susana Gallardo

Independent

Ms Dagmar Kollmann

Independent

Ms Aline Sylla-Walbaum

Independent

2.2 Management and supervisory bodies

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Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Principal responsibilities of the GNRC Key areas discussed, reviewed and/or recommended for approval to the SB in 2024

Governance and compliance with relevant laws and

regulations

• Annual Group compliance report and review and updates to the Group compliance programme

(including the ACP and Anti-Money Laundering Policy);

• The Group’s compliance with the Afep-Medef Code, analysis of HCGE and AMF 2023 reports for

compliance and implementation/follow-up of corrective actions in 2024;

• Annual review of the independence of SB members, with a focus on business relationships;

• Regular updates on regulatory/legal changes, monitoring of European ESG legislation (CSRD,

Taxonomy, Corporate Sustainability Due Diligence Directive);

• Updates to the SB and MB Charters; and

• Annual evaluation of the functioning and effectiveness of the SB and GNRC (self-assessment process,

including approach).

Succession planning • Annual review of the SB and committee skills and profile, composition and rotation;

• Succession planning and overall composition of the SB, MB and Executive Committee;

• Renewal of the mandates of the CEO and the CFO in 2024;

• Renewals of 3 SB members and co-optation of 1 SB member in 2024; and

• Establishment of an intensive onboarding programme for the new SB member.

Human resources • Talent management; and

• Annual review of diversity and inclusion policy, and of the action plans put in place by HR.

Shareholder outreach and engagement • Extensive shareholder engagement and feedback (including as relates to governance and

remuneration);

• 2024 AGM materials (agenda, resolutions, etc.); and

• Universal Registration Document 2023 (corporate governance).

Company Remuneration Policy and performance

assessments

• 2024 MB member remuneration (including fixed income, level of attainment of annual STI and LTI

targets, specifically redesign of ESG targets);

• 2024 LTI envelope and Company Savings Plan;

• 2025 MB and SB Remuneration Policies; and

• Annual evaluation of the functioning and performance of the MB.

2.2.2.5 Additional information related to

Management Board and

Supervisory Board members

Statements of the members of the Management

Board and the Supervisory Board

No convictions or offences

To the best of the Company’s knowledge and based on their individual

declaration, none of the SB or MB members has, over the past 5 years:

• Been convicted of fraud;

• Been associated as an executive with a bankruptcy, escrow,

liquidation or placing of companies under judicial administration;

• Subject to an accusation and/or an official public sanction imposed by

a statutory or regulatory authority; or

• Been disqualified by a court from exercising the function of a member

of the administrative, management, or supervisory body of an issuer

or from intervening in the management or conduct of the affairs of an

issuer.

Information regarding any position in a public

administration (including regulators)

None.

No hedging transactions on securities

The MB members have undertaken not to engage in hedging

transactions on the URW securities until the end of their mandate.

Conflicts of interest

No close family relationships

To the knowledge of the Company, there are no family ties between the

SB 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 MB and/ or

SB members with respect to their personal interests or their other

obligations.

In order to ensure that each SB and MB member acts with loyalty,

independence and professionalism, and in accordance with Article 11 of

the SB Charter and Article 7 of the MB Charter (see Section 7.6 ), each

SB member and MB member must immediately report any potential

conflicts of interest with the Company to the SB Chairman and to the

other SB and MB members, respectively, providing all information

relevant to the conflict of interest. Such conflicted member must

abstain from discussions and the decision-taking process on the subject

or transaction in relation to which he/she has a conflict of interest.

2.2 Management and supervisory bodies

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

In addition, the SB and MB members must seek prior SB approval before

accepting any new mandate of any type, including in another company,

in order for the SB to conduct, among other things, a conflict of interest

and independence analysis.

The SB and the MB are also subject to the rules established in the

Group’s Code of Ethics and Anti-Corruption Programme, applicable to

all Group employees (for more details, please see Section 3.2.4).

Services agreement

No SB nor MB members whose mandate is currently in effect is bound

by a service contract with the Company or any of its subsidiaries that

provides for the granting of benefits at the end of said contract.

Procedure for the identification and monitoring of

related party agreements and common

agreements conducted under normal conditions

The SB updated on February 12, 2025, upon the recommendation of the

AC, the procedure for the identification and qualification (ex-ante) and

monitoring (ex-post) of related party agreements and common

agreements. After a reminder of the legal framework, this procedure

formalises the various stages of verification, ensuring an effective

detection and monitoring of related party agreements and common

agreements, its qualification by the Corporate Legal department until

its signing and, as the case may be, prior approval by the SB and

approval by the General Meeting for related party agreements. This

procedure was disclosed within the Group and is available on the Group

website. The procedure provides that the list of common agreements

related to ordinary transaction and conducted under normal conditions

shall be reviewed in advance by the Corporate Legal department, and

then transmitted annually to the SB members for their review during

the SB meeting relating to the control of the accounts for the last

financial year. This procedure is reviewed annually by the SB and an

awareness campaign is also conducted among URW teams.

Information on related party agreements

As part of an intra group transaction relating to the capitalization of intra

group loans between URW SE and URW N.V., an amendment to the

Participation Maintenance Subscription Right Agreement was entered

into between these companies in order to secure URW SE's

discretionary exercise of its subscription right thereunder (conversion of

the class B share premium reserve).

This information is included in the Statutory Auditors’ special report

(see Section 5.8).

Supervisory Board member share ownership

requirement

In accordance with the Afep-Medef Code and with Article 3.3 of the SB

Charter, in order to promote the alignment of interests between

shareholders and SB members, all SB members must hold within 2

years of their appointment a number of URW Stapled Shares for an

equivalent amount (based on the value at the time of the acquisition of

the stapled shares) at least equals to one year of gross (fixed & variable)

remuneration perceived as SB member (i.e. excluding committee

remuneration, and other additional remuneration and expenses). As at

December 31, 2024, all SB members comply with this share ownership

requirement, on the basis of the value of the share at the date of the

shares acquisition.

2.2 Management and supervisory bodies

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Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

2.2.3 The Executive Committee

Regional heads Functional heads

Chaired by Mr Jean-Marie Tritant, as CEO, as of December 31, 2024, the

EC is made up of the Group’s 12 main executives, representing the

geographical areas in which the Group operates as well as the corporate

functional units.

Starting from January 1

, 2025, the EC is made up of the Group's 11

main executives, Mr Vincent Jean-Pierre acting as Chief Operating

Officer Northern Europe and United Kingdom.

The EC is in charge of implementing in a concrete and coherent way the

financial and strategic orientations set by the MB in consultation with

the SB. The EC meets on average quarterly to evoke the performance

objectives, define the short, medium and long-term challenges, the

structural initiatives and the advancement of strategic priorities of the

Group.

FUNCTIONAL HEADS

Jean-MarieTritant

ChiefExecutiveOfficer

ChairmanoftheMB 

VincentRouget

ChiefStrategy

InvestmentOfficer

MBmember

FabriceMouchel

ChiefFinancialOfficer

 MBmember



SylvainMontcouquiol

ChiefResourc esand

SustainabilityOfficer

MBmember

Anne-Sophie

Sancerre

ChiefCustomer

andRetailOfficer

MBmember

BrunoDonjon

COO

SouthernEurope



JakubSkwarlo

COO

CentralEur ope



DominicLowe

COO



Vincent

Jean-Pierre

COO

Northern

Europe&UK



Christi

Karandikar

EMD,Group

People

Officer

David

Zeitoun

EMD,General

Secretary

Group

General

Counsel

REGIONAL HEADS

2.2 Management and supervisory bodies

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

2.3 Management and Supervisory Boards' remuneration

A word from the Governance, Nomination and Remuneration Committee Chairman

Dear shareholders,

URW delivered strong operational, financial and sustainability-related

performance in 2024.

Net Rental Income increased by 6.7% on a like-for-like basis, vacancies

reduced by 60 bps vs. 2023, back to 2017 levels. Footfall progressed

more than the market, sales progressed above inflation. Westfield Rise,

our media agency, delivered on promises, with €75 Mn of net margin

generated for the Group. Our Convention & Exhibitions business Net

Operating Income is up by 66%, on the back of the successful Paris 2024

Olympics.

The deleveraging program is on track, with €1.6 Bn of disposal

transactions delivered during the year, leading to a strong improvement

in the Net Debt/EBITDA ratio from 9.3x to 8.7x, and providing the Group

with ample liquidity and access to financing.

Significant progress was made on an in-depth reorganization and

simplification of the Group’s organization around 4 large regions,

resulting in a substantial 10% reduction in the Group’s general expenses

vs 2023, in a high inflation context.

As a result, the 2024 AREPS is achieved above guidance, at €9.85 per

share, and a cash distribution of €3.50 per share, increased by 40% vs.

previous year, will be proposed at the 2025 AGM.

With the restructuring of the US platform, focused on flagship assets, in

line with the Group’s strategy, the Group decided to keep this US

platform and is now geared for strong future growth.

The Group has also delivered on its Better Places 2030 sustainability

initiatives, which has attracted global recognition. URW is ranked in the

top 100 most sustainable companies by Corporate Knights, Time

magazine and Statista; it has been recognized as one of the top 10 best

gender-balanced companies in France (and top 100 worldwide) by

Equileap, among other distinctions and achievements referenced in

chapter 3.1.

Meanwhile, as previously communicated through press releases since

April 2024, the Westfield Hamburg-Überseequartier (WHU) project

experienced significant delays and cost overruns. The impact of these

additional costs on Net Debt and the Loan-to-Value ratio has been

largely compensated by operational performance and the deleveraging

efforts. These issues have been addressed and contained, with the

opening of WHU now announced for April 8, 2025.

Supervisory Board update

The remuneration policy for the Supervisory Board has been in place,

with minor adjustments, since 2018, when it was reviewed after the

acquisition of Westfield. After an in-depth review and market

benchmarking, the Governance, Nomination and Remuneration

Committee (GNRC) recommended to the Supervisory Board (SB) to

keep the remuneration policy unchanged, without indexation for

inflation over the period.

On February 12, 2025, further to the resignation of Cécile Cabanis, SB

Vice-Chair and Audit Committee Chair, my responsibilities of GNRC

Chair will be transferred to Aline Sylla-Walbaum, as I will be taking up

the roles of SB Vice-Chair and AC Chair.

Management Board remuneration policy update

During 2024 and early 2025, the MB remuneration policy was reviewed,

in terms of quantum, structure and design. This review led the GNRC to

recommend the SB to keep it largely unchanged. The design of both

Short-Term Incentives and Long-Term Incentives were considered

appropriate and aligned with the Group’s strategy, and will remain

unchanged in 2025, with the same performance measures and

weightings. To allow for long-term performance to have a stronger

weight in the Management Board’s overall remuneration and better

market alignment, the range of LTI grant size, expressed in IFRS value,

will be proposed at the upcoming General Meeting to be reviewed to

120%-180% of the fixed income, with a target at 150%, vs. 125%

previously.

Management Board remuneration decisions

Both the CEO and CFO were appointed as MB members in January

2021, and their MB mandates were up for renewal, at the latest at the

time of the AGM 2025. On December 4, 2024, the Supervisory Board

decided to renew their mandates for a further four-year period.

In accordance with the URW MB remuneration policy, and in line with

the Afep-Medef code of Corporate Governance, the fixed remuneration

of MB members is set at the start of each mandate, and kept constant,

with no inflation indexation, for the whole duration of the four-year

mandate, unless a significant change in size, scope or responsibility

occurs.

A thorough review of their total remuneration package was performed

by the GNRC, who recommended the SB to approve an increase for the

CEO’s fixed income by 20% to €1.2 Mn and the CFO’s fixed income by 5%

to €787.5k. These increases were decided primarily based on the total

remuneration benchmark against a relevant group made of the CAC40

and Next40 companies, where URW’s market cap is close to median.

The total remunerations for the CEO and CFO are respectively slightly

below median and slightly below upper quartile. These increases are

also consistent with that of the broader URW workforce over a

4-year period.

2.3 Management and Supervisory Boards' remuneration

1 3 4 5 6 7 8CHAPTER 2

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

These new fixed incomes proposals are subject to approval at the 2025

General Meeting and are not planned to be increased for the upcoming

4years.

On December 4, 2024, the SB also approved the addition to the

responsibilities of the Chief Strategy & Investment Officer of the

supervision of three European regions in the capacity of COO Europe,

starting May 1, 2025. This will not result in a change of his fixed

remuneration.

Bonus adjustment for 2024

The 2024 STI remuneration policy for the MB rewards for achievements

on various financial, operational and sustainability performance

measures, such as AREPS, Net Debt/EBITDA, Disposals, Gross

Administrative expenses, Greenhouse gas emissions and gender

diversity (together, weighted 85%), and three individual objectives

(weighted 15%). With the strong operational performance delivered in

2024, the average total STI achievement, across all MB members, is

120% of target. All details are provided in section 2.3.1.1 below.

To acknowledge the negative impact of the WHU delays and cost

overruns, that only partially impacted this score, the GNRC and the MB

agreed on a proposed 20% reduction of the overall payout, which was

approved by the SB. The impact of this proposed reduction is presented

below in the MB remuneration report.

LTI performance

In May 2024, at the end of the 3-year performance period of the 2021

LTI, the 3-year AREPS metric, weighted 45% was fully achieved, with a

cumulative €25.84 per share over the 2021-2023 period, vs. a

cumulative high end of guidance at €25.10. The ESG-related targets,

together weighted 10%, were fully achieved as well. During the

performance period, the Total Shareholder Return (TSR) of URW was

109.7% on a 90-day average basis, vs. the peer group achieving 132.4%.

The TSR performance condition, weighted 45%, is therefore not

achieved. Overall, the performance of the 2021 LTI plan is 55%.

* * *

For the remuneration-related votes at the 2025 General Meeting, I, and

my successor Aline Sylla-Walbaum, look forward to receiving your

support. The GNRC is committed to an open dialogue with shareholders,

and we remain available to engage with any shareholder who would

want to do so.

Yours sincerely,

Roderick Munsters

Chairman of the Governance, Nomination and Remuneration Committee

2.3 Management and Supervisory Boards' remuneration

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

2.3.1 Remuneration Policy

2.3.1.1 Management Board Remuneration Policy

The following Remuneration Policy applicable to the MB members as

from 2025 will be submitted for shareholder approval (resolutions n° 13

and n°14). The Remuneration Policy will be applicable as from January

1 of the year of the shareholder approval.

Governance and decision-making process

The remuneration of the MB members is determined by the SB, upon

recommendation of the GNRC, and in accordance with the Afep-Medef

Code as revised in December 2022.

The SB designs the Group Remuneration Policy in line with best-in-

class market practice and shareholder interests.

This policy ensures the alignment of the MB with shareholders and with

Group strategy by:

• Creating a direct and explicit link between Group performance and

each MB member’s remuneration;

• Ensuring a balanced approach between short- and medium-/long-

term performance; and

• Targeting competitive remuneration levels.

Our decision-making process is driven by the GNRC, which ensures

transparency and independence:

GNRC MAKES

RECOMMENDATIONS

TO SB

REMUNERATION

BENCHMARK

SB DECIDES

FULL DISCLOSURE

IN THE

REGISTRATION

DOCUMENT AND

ON WEBSITE

GM APPROVAL

OF REMUNERATION

POLICY AND

PREVIOUS YEAR

POLICY

GNRC CONSULTS

SHAREHOLDERS

STEP 1

January – February

STEP 2

February – March

STEP 3

March

STEP 4

March – April

STEP 5

May

STEP 6

June – December

2.3 Management and Supervisory Boards' remuneration

1 3 4 5 6 7 8CHAPTER 2

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

The Remuneration Policy of MB members relies on:

5 Objectives

ATTRACT MOTIVATE RETAIN REWARD ALIGN

Attract high-potential

candidates to boost the

management team

Motivate to deliver on

challenging short- and long-

term objectives

Retain to maintain a highly

experienced and collaborative

Reward to achieve individual

and collective objectives, and

to make decisions that

contribute to the Group’s value

creation and long-term

success

Align the MB members’

interests with those of

shareholders and stakeholders

5 Guiding principles

BEST

REMUNERATION

GOVERNANCE

STANDARDS

BALANCED

COMPREHENSIVE

REMUNERATION

ASSESSMENT

PAY FOR

SUSTAINABLE

PERFORMANCE

TRANSPARENCY INDEPENDENT

EXTERNAL

BENCHMARKING

The SB and GNRC commit to

the highest standards of

remuneration governance, and

constantly strive to take

account of the latest

recommendations from

national and international

authorities, as well as voting

policies of shareholders and

proxy advisors.

MB members have each

component of their

remuneration reviewed

individually and collectively.

Individual and Company

performance-related

remuneration is the

cornerstone of the

Remuneration Policy.

It ensures the alignment of MB

members’ interests with the

long-term value creation

objectives of the Group and its

stakeholders.

The SB conducts significant

outreach and engagement with

shareholders and proxy

advisors with respect to the

Remuneration Policy.

Continued efforts are made to

explain and get feedback.

A comparative analysis is

conducted at the start of every

mandate (or whenever a

specific review is needed) with

the support of an external

independent advisor, taking

into account remuneration

practices in companies

relevant to the size and

geographical scope of the

Group.

In particular, the rules below are strictly enforced by the SB:

Included

- Reasonable and balanced remuneration based on benchmarks provided by an external

independent advisor

- Cap on STI

- Cap on overall LTI allocation

- 3-year vesting for PS

- 3-year vesting for SO

- Stringent performance conditions over a 3-year performance period

- ESG-related performance measures in STI and LTI

- Obligation to retain shares

- Clawback and malus provisions

Excluded

- No welcome bonus

- No exceptional remuneration

- No service agreement

- No additional defined benefit pension (“retraite chapeau”)

- No intra-Group Board fees

- No employment contract

(1)

- No discount on SO subscription price

- No profit-sharing scheme

- No reward for underperformance

- No grant of LTI without performance conditions

(1) The rule related to the absence of employment contract applies as of the 2022 General Meeting to any future MB member.

2.3 Management and Supervisory Boards' remuneration

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Summary of main remuneration features for 2025

The table below summarises the MB Remuneration Policy applicable in

2025, subject to General Meeting approval.

During 2024 and early 2025, the MB remuneration policy was reviewed,

in terms of quantum, structure and design. This review led the GNRC to

recommend the SB to keep the design of both STI and LTI largely

unchanged, while the quantum of the LTI policy has been reviewed to

allow for long term performance to have a stronger weight in the MB's

overall remuneration, in line with market practice.

The LTI grant size range, expressed in IFRS value, will be 120% to 180%

of the FI, with a target of 150%.

Elements Purpose and link to strategy Operation

CEO CFO CSIO CCRO CRSO

Fixed income

(“FI”)

Attract high-calibre experienced

individuals with a competitive

remuneration level that reflects

the scope, complexity and

dynamics of the business.

Set at the start of each 4-year mandate. The FI is based on an external benchmark. In the event of the

nomination of a new member, the same rules apply.

However, for a new MB member hired externally, the SB may

adjust the FI level based on the position, profile and other

relevant information.

Short-term

incentive

(“STI”)

Drive short-term strategy and

reward achievement of annual

financial and operational

objectives.

4 main components:

• AREPS

• Other financial objectives to be determined

each year depending on strategic priorities

• ESG/Diversity & Inclusion

• Individual objectives

Maximum opportunity: 150% of FI

Target opportunity: 120% of FI

Long-term

incentive

(“LTI”)

Retain and align with the

medium-/long-term value

creation objectives of the Group

and its shareholders.

Key performance indicators • Grant size range: 120% to 180% of FI (IFRS value)

• Grant target: 150% of FI (IFRS value)

• 3-year performance period

• 3-year vesting period

75% Financial 30% AREPS

25% TSR vs. peer group

20% TSR vs. growth target

25% ESG 25% URW Sustainability

Scorecard

Shareholding

requirement

Further align the MB with

shareholder interests.

Retain 30% of gains (net of tax) of SO exercised

and 30% of PS vested until target% of FI is

held.

300%

ofFI

200% of FI

Supplementary

contribution

scheme ("SCS")

Enable long-term savings. Annual contribution paid into a savings

account.

€90,000

+10% of

(FI + STI)

€45,000

+10% of (FI + STI)

Severance

(1)

Protecting Company interests

with pre-defined termination

conditions, including a

discretionary non-compete

provision.

Compensation for loss of office in the event of

forced departure, subject to a performance

condition, with the ability for the SB to require

a non-compete period for up to 12 months.

Global cap at 24 months of FI + STI applicable to severance

and non-compete indemnities

Other benefits Provide perquisites, health and

financial protection.

Health and life insurance, unemployment insurance, company car, International Assignment Extra-

Compensation (if needed) and Company Savings Plan (no top-up contribution).

Clawback/

Malus

Enforce the URW Code of Ethics. To the extent permitted by applicable law, in the event of gross misconduct or fraud causing a material

adverse impact to the Group, in particular resulting in a financial restatement, the SB reserves the right to

reduce or cancel unvested LTI or STI amounts (malus), seek reimbursement of paid STI or vested LTI, or obtain

damages (clawback).

(1) Not applicable to the MB members who have a suspended employment contract at the moment of loss of office.

2.3 Management and Supervisory Boards' remuneration

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Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Fixed income

The FI is determined at the start of each mandate, and, in line with the

recommendations of the Afep-Medef Code, shall remain unchanged

during an MB member’s mandate. By exception, increases during a

mandate may occur as a result of an enlarged scope of responsibilities,

significant changes in the Group and/or the market or when set at

nomination for new MB members.

The FI is determined taking into consideration:

• The level and complexity of the role;

• The profile, experience and career within the Group or elsewhere; and

• The comparative remuneration analyses for similar functions and

responsibilities based on external benchmarks.

To set the remuneration at the right level, the SB and the GNRC seek

guidance from an external independent advisor to benchmark

remuneration practices and apply the best governance standards.

URW’s ability to attract, motivate and retain world-class talent through

competitive remuneration levels is key to ensure strong Group

performance.

Given the unique features of the Group among CAC 40 and European

real estate companies and its geographical scope, including the US and

the UK markets, the benchmarking approach is based on the following

peer groups:

• France General Industry (CAC 40 and Next 40);

• Selected European and UK Real Estate, taking account of their size

and complexity relative to URW;

• Selected US Real Estate (for information and qualitative

benchmarking only).

In the event of the appointment of a new MB member or a mandate

renewal, their FI is set according to the same benchmarks and

principles.

On December 4, 2024, the Supervisory Board decided to renew both the

CEO and the CFO mandates for a further four-year period.

A thorough review of their total remuneration package was performed

by the GNRC, who recommended the SB to approve an increase for the

CEO’s fixed income by 20% to €1.2 Mn and the CFO’s fixed income by 5%

to €787.5k. These increases were decided primarily based on the total

remuneration benchmark against a comparator group made of the

CAC40 and Next40 companies, where URW’s market cap is close to

median. The total remunerations for the CEO and CFO are respectively

slightly below median and slightly below upper quartile. These

increases are consistent with that of the broader workforce over a 4-

year period.

These new fixed incomes are subject to approval at the 2025 General

Meeting and are not planned to be increased for the upcoming 4 years.

The FI of MB members for 2025 has been set as follows:

MB position Name

Fixed income

Chief Executive Officer

Jean-Marie Tritant

€1,200,000

Chief Finance Officer

Fabrice Mouchel

€787,500

Chief Strategy and

Investment Officer

Vincent Rouget

€750,000

Chief Customer and

Retail Officer

Anne-Sophie Sancerre

€600,000

Chief Resources and

Sustainability Officer

Sylvain Montcouquiol

€500,000

Short-term incentives

The payment of the STI of MB members is subject to prior approval by

the General Meeting (ex-post vote).

Structure and performance measures

The structure of the STI is the same for all MB members, and broadly

unchanged from the previous policy.

The table below summarises the approach that will be taken by the SB

to assess the 2025 performance of MB members. The GNRC and the SB

will take account of results delivered vs. guidance, budgets and plans

according to agreed payout formulae. The SB, upon recommendation of

the GNRC, may use its discretion in determining or adjusting the STI

payout if unforeseeable circumstances had significant effects on the

level of achievement of 1 or more performance criteria, outside

management control, or if the payout formula of a KPI is no longer

applicable.

This provision will allow the SB, upon recommendation of the GNRC, to

ensure the alignment between the implementation of the Remuneration

Policy and the performance of the MB member and the Group. Any

exercise of discretion by the SB shall be disclosed in the Universal

Registration Document and on the Group website, explained and

justified with regards, amongst other considerations, to alignment with

shareholders’ interests, and would remain subject to a binding

shareholder vote at the following General Meeting.

For 2025, the STI structure is unchanged, maintaining a particular focus

on operational priorities, with cost discipline (Gross Administrative cost

reduction, weighted 25%) and deleveraging (Net debt/EBITDA ratio and

Disposals, both weighted 10%).

The ESG criteria are among the key criteria for the Group, they are

assessed at Group level by an ITO.

2.3 Management and Supervisory Boards' remuneration

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Performance measure Description

2025 weighting

AREPS Payment linked to the AREPS achievement vs. guidance and budget. 30%

Financial priorities Selected financial performance measures, reflecting priorities for the year. The financial

objectives for 2025 are:

• Gross Administrative cost reduction (25%);

• Net debt/EBITDA (10%); and

• Disposals (10%).

45%

ESG/Diversity & Inclusion The objectives for 2025 are:

• Reduction in greenhouse gas emissions (5%); and

• Proportion of women among employees hired or promoted to executive positions (5%).

10%

Individual 3 individual objectives, equally weighted (5% each), specific to each MB member. 15%

Targets are commercially sensitive and are therefore disclosed retrospectively in the corporate officers remuneration report.

For each measure, the achievement is measured against a Threshold, a

Target and a Stretch performance level. Target levels are agreed at the

start of each year between the MB and the SB.

• No payment is made on a measure if the achievement is below

Threshold.;

• 37.5% of the on-target value for the measure is paid at Threshold;

• 100% is paid at target;

• 125% is paid at Stretch; and

• The payment is capped at 125%for achievements above Stretch.

The payout for each measure is calculated separately, without

compensation mechanisms between measures.

Long-term incentives

The SB considers that long-term remuneration in the form of PS and SO

is particularly appropriate as these instruments align the MB members’

interests with those of shareholders. The SB defines the proportion of

SO and PS granted. The LTI plan is a key component of the Group

Remuneration Policy and an effective incentive and retention tool. The

number of participants was 557 in 2024 (i.e. c. 23% of total staff).

The vesting is calculated according to the plan rules described below.

However, the SB, upon recommendation of the GNRC, may use its

discretion in adjusting downwards the LTI grants and determining or

adjusting LTI targets or vesting if unforeseeable circumstances had

significant effects on the level of achievement of 1 or more performance

criteria, outside management control. This provision will allow the SB

to ensure the alignment between the implementation of the

Remuneration Policy and the performance of the Group. Any exercise of

discretion by the SB shall be disclosed in the Universal Registration

Document and on the Group website, explained and justified with

regards, amongst other considerations, to alignment with shareholders’

interests.

Principles

Each year, the SB, upon recommendation of the GNRC, determines the

LTI envelope taking various factors into account, including (i) the

Group’s general financial performance, (ii) the overall performance of

MB members, (iii) their other remuneration components and (iv) the

amount of LTI granted the previous year. PS and SO are both subject to

presence and performance conditions with a 3-year vesting period. In

addition, MB members have a share retention obligation.

In 2025, the LTI design is unchanged from 2024, and is reminded in the

table below. The grant size range was reviewed, to strengthen the

weight of long-term performance in the package and in line with

observed market practice. The target grant size is set at 150% of the FI,

with a 120%-180% range. For the 2025 grant, the grant size is set at

125% of the FI. Full details of the grant will be published in the 2025

Universal Registration Document.

The Group aims at granting the regular LTI plan each year shortly after

the publication of the Full-Year results, in line with AMF and Afep-Medef

recommendations.

2.3 Management and Supervisory Boards' remuneration

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Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Element

Description

Comments

Value Grant size range: 120% to 180% of FI (IFRS value)

Target grant size: 150% of FI

To provide better short-/long-term balance to the MB

incentive package, the target LTI grant size is set at 150% of

FI, with a 120%–180% range.

Performance period 3 years Performance vesting is assessed once at the end of the

3-year performance period, both for SO and PS.

Vesting period 3 years The MB members’ presence is required

(1)

at the time of

vesting for PS and at exercise for SO. Exceptions are allowed

in the event of retirement, death or disability.

Exercise period (SO only) 5 years Options are exercisable between the third and the eighth

anniversary of the grant, subject to performance conditions.

Performance

conditions

Financial 30% AREPS vs. guidance

25% TSR vs. peer group

20% TSR vs. growth targets

All performance

conditions

achievements

calculated with

a progressive

vesting formula

Performance conditions redesigned to further align our long-

term incentives with our sustainability commitments. See

details about the URW Sustainability Scorecard below.

ESG 25% URW Sustainability Scorecard

Share retention obligation 30% of vested PS

30% of net gain on SO at exercise

Retention obligation applies up to a Stapled Share ownership

equivalent to 300% of FI for the CEO and 200% for other MB

members, until the end of their last mandate as MB member.

See further details below.

Additional notes No discount on SO exercise price

(1) In the event that the presence condition is not met due to forced departure (as described in the "Indemnity in the event of loss of office" Section below), upon decision of the

SB, the presence condition can be partially waived on a time pro rata basis to the vesting period.

Performance conditions applicable to Performance Shares and Performance Stock Options in 2025

KPIs

Weight

Threshold

(30% vesting,

0% vesting below)

Between

Threshold and

Stretch

(30–100%

vesting)

(1)

Stretch

(100% vesting)

TSR vs. peer group URW Stapled Share TSR (share price growth, dividends reinvested)

outperformance vs. TSR of a 23-company international real estate

peer group

(2)

25% At index Between index

and index + 300

bps

Index + 300 bps

or above

TSR vs. growth

target

URW Stapled Share 3-year TSR vs. pre-determined growth

objectives

20% 20% Between 20%

and 30%

30% or above

AREPS 3-year compounded AREPS vs. 3-year compounded guidance range 30% Bottom of

compounded

guidance

Between

bottom and top

of compounded

guidance

Top of

compounded

guidance or above

URW Sustainability

Scorecard

Aggregate score of the URW Sustainability Scorecard at the end of

2027 (see details of the Sustainability Scorecard below). Each of the

10 metrics has the same weighting.

25% 59 Between 59 and

(1) Vesting calculated on a straight-line basis between Threshold and Stretch.

(2) EU Retail (63%):Klépierre, Carmila, Deutsche Euroshop AG, Citycon OYJ, Eurocommercial Properties, Mercialys, Wereldhave, Vastned Retail, Retail Estates.

Offices (7%):Gecina, Covivio, Icade.

UK Retail (8%):British Land, Land Securities Group, Hammerson, New River REIT.

US Retail (22%): Simon Property Group, Macerich, CBL & Associates Properties, Regency Centers Corp, Federal Realty, Kimco Realty, Brixmor Property Group.

2.3 Management and Supervisory Boards' remuneration

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

The URW Sustainability Scorecard

At the October 10, 2023, Sustainability Investor Days, the Group

announced a comprehensive evolution of the Better Places initiative, to

support the environmental transition of cities and retail. Among these

initiatives, the Group developed a carbon reduction plan approved by the

SBTi, and expanded its environmental targets to energy, waste, climate

adaptation and community impact. It also introduced a Better Places

certification for its shopping centres and a Sustainable Retail Index

("SRI") initiative for retailers to support the sustainable evolution of the

retail industry. In total, a set of 29 metrics was presented at the

InvestorDays.

The GNRC, with the support of the URW Sustainability team, selected

10 metrics out of these 29 to form the URW Sustainability Scorecard,

described below. Each selected metric has a baseline, with a start year

(some metrics were introduced as soon as 2015, others more recently)

and an initial value, measured on that year. Similarly, these metrics

have a final target year and value. The final year is usually 2030,

sometimes sooner, and the value is the ambitious, long-term goal

already communicated at Investor Days. Each year, the actual

achievement will be compared to the start and end value, based on a

linear progression between zero for the baseline value and 100 for the

final target value. The baseline is an unweighted average score of 59, no

vesting for the Sustainability Scorecard metric shall be paid at or below

this level. The 2027 goal is an average score of 84, with no

compensation between criteria, reflecting an average progression of 25

points across all metrics.

The vesting for the 2025–2027 LTI Sustainability Scorecard will depend

on the overall score at the end of 2027. Performance-vesting will start

at an overall score of 59 and will progress on a linear scale. Full vesting

will be reached for an overall score of 84 or above.

Metric

Definition

Baseline

(score = 0)

Final target

(score = 100)

2027 goal

Year Value Year Value Value Score

Greenhouse Gas Emissions

(own)

Reduction in Scope 1 and 2 emissions 2015 0% 2030 90% 83.6% 93

Greenhouse Gas Emissions

(total)

Reduction in Scope 1, 2 and 3 emissions 2015 0% 2030 50% 45.5% 91

Energy Intensity

Reduction of energy consumption by square

metre in common areas

2015 0% 2030 50% 38.2% 76

EV Charger Installation

Number of electric vehicle ("EV") chargers

installed in our European portfolio

2024 1,157 2030 4,000 2,764 57

Waste Recycling

Recycling rate 2022 41% 2030 70% 59% 63

Water Reuse

% of assets with water reuse solutions in place 2022 0% 2030 100% 63% 63

Sustainable Retail Index

% of eligible revenues covered by the SRI 2022 0% 2027 100% 100% 100

Better Places certification

% of European standing assets certified in Europe 2022 0% 2027 100% 100% 100

Executive

Gender Balance

% of senior management positions held by

women

2019 32% 2027 40% 40% 100

Social Impact

Number of people supported in securing jobs or

receiving training

2023 2,600 2027 15,000 15,000 100

URW Sustainability score Average of all scores above for 2027 2024 59 84 100

Share retention and investment obligations

To align the interests of MB members with shareholders and pursuant

to a SB decision (in line with the Afep-Medef Code), MB members must

meet retention and investment requirements in URW Stapled Shares.

The ownership requirement is 300% of the gross annual FI for the CEO

and 200% for other MB members. Until that requirement is met, when

LTIs are delivered, MB members must retain shares: at least 30% of

their PS vested, and 30% of their net gain on SO at exercise. MB

members are prohibited from using hedging instruments to cover the

risk on Stapled Shares owned as a result of receiving PS or of

exercisingSO.

Supplementary Contribution Scheme

The SCS consists of an annual contribution paid into a blocked savings

account available to MB members at the earliest at the end of their last

mandate.

Position

Fixed amount Variable amount

CEO €90,000

10% of the total cash remuneration

earned each year (i.e. FI for year N

plus STI for year N-1)

Other MB

members

€45,000

2.3 Management and Supervisory Boards' remuneration

1 3 4 5 6 7 8CHAPTER 2

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Other benefits

MB members benefit from:

• Health and life insurance;

• An unemployment insurance (GSC type);

• An expatriate health insurance and an International Assignment

Extra-Compensation, where applicable;

• The Company Savings Plan (without the benefit of the employer

matching on amounts invested offered to employee participants); and

• A company car (hybrid or EV only) or a car allowance.

Indemnity in the event of loss of office

The CEO and other MB members are eligible for an indemnity for loss of

office, capped at a maximum of 24 times the Monthly Reference

Compensation, and subject to a performance condition.

Eligibility

The indemnity for loss of office is available only in the event of forced

departure. For the avoidance of doubt, forced departure strictly

excludes resignation at the initiative of the MB member, retirement or

termination beyond the legal retirement age, non-renewal of mandate

at the end of the term, and termination for gross or wilful misconduct.

Performance condition

The payment of the indemnity will be subject to the STI paid to the MB

member being at least on average equal to a threshold performance of

75% of the target STI in the last 3 financial years available. For MB

members with less than 3 STI payouts, the threshold performance level

will be 50% (and the maximum indemnity reduced – see below). In the

absence of fulfilment of this performance condition, no amount would

be due in respect of the loss of office.

Reference compensation and maximum indemnity

For the purpose of defining the maximum indemnity, the Monthly

Reference Compensation is defined as the sum of: (i) the monthly FI, of

MB member at the date on which his/her functions cease, and (ii) the

average STI received or receivable in respect of his/her last 2 full

financial years in office divided by 12.

The maximum indemnity is set at 24 times the Monthly Reference

Compensation, and at 18 times for executives with less than 3 years of

tenure at the MB.

Definition of the amount of the indemnity

Within this limit, the SB would decide the appropriate proportion of the

maximum indemnity payable, considering various factors, such as, but

not limited to, the circumstances around the end of mandate, the MB

member’s tenure in the Group (as an employee and as an MB member)

and the MB member’s proximity to retirement age. The SB shall

disclose, explain and justify its decision in respect of the used criteria

and circumstances.

Exclusion for Management Board members with a

suspended employment contract

MB members having a suspended employment contract are not eligible

for the above indemnity.

Approach used for long-term incentives of

departing MB members

Under presence condition applicable in the LTI plan rules, MB members

leaving the Company because of the forced departure of their MB

mandate will have their outstanding PS and SO forfeited. However, upon

decision of the SB, the presence condition can be partly waived, and

their LTI will vest on a time pro rata basis to the vesting period at the

date of their departure, subject to the performance conditions.

Non-compete agreement and indemnity

To protect the interests of the Company, all MB members are subject to

a non-compete undertaking for up to 12 months after the termination of

the work relationship. During the non-compete period, the departing MB

member would receive a monthly indemnity up to 1 times the Monthly

Reference Compensation, as defined above.

The scope of the non-compete agreement is determined by the SB at

the departure of the MB member. The SB shall disclose, explain and

justify its decision in respect of the used criteria and circumstances.

Upon termination of any MB member, the SB can decide, in its entire

discretion, to waive this non-compete undertaking. For the avoidance of

doubt, non-compete undertakings are excluded in the event of

retirement, and in any event, beyond legal retirement age.

In any event, the combined indemnities for loss of office and non-

compete cannot exceed 24 times the Monthly Reference

Compensation.

Clawback and malus

To align the Group’s policies with the highest standards of corporate

governance, its Code of Ethics reserves the right of action (including

reimbursement or damages) with respect to MB members to the extent

permitted by applicable law, in the event of gross misconduct or fraud

causing a material adverse impact to the Group, in particular, resulting

in a financial restatement.

Additionally, in such situation, the SB, upon recommendation of the

GNRC, would assess the relevant MB member’s performance and take

appropriate action on the annual STI payment and on the LTI, including

cancelling all rights to any unvested SO and PS for such MB member

(malus).

2.3 Management and Supervisory Boards' remuneration

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

2.3.1.2 Supervisory Board Remuneration

Policy

The following Remuneration Policy applicable to the SB members has

been in place since the 2023 General Meeting, when it was submitted

and approved. It will be submitted to shareholders' vote at the 2025

General Meeting (resolution 15)

Governance and decision-making process

The annual remuneration of the SB members is intended to attract and

retain high-calibre individuals with the right degree of expertise and

experience. The SB Remuneration Policy is determined by the SB, upon

recommendation of the GNRC and, for the SB Chair’s remuneration, in

his absence. The annual Remuneration Policy for SB members is in

principle designed to only be reviewed, under GNRC supervision, at long

intervals. It may be reviewed in the event of significant changes in the

Group or the market practice.

While attendance is mandatory for the SB Chair, SB member

attendance is also essential to the proper functioning of the SB and its

committees. Accordingly, a significant portion (67%) of the annual

remuneration received by the other SB members is based on

attendance at both SB and committee meetings. Furthermore, a

“Physical Presence Rule” applies to this variable portion. Attendance by

video conference should not occur for more than 40% of scheduled

meetings.

The variable compensation of each SB or committee member is based

on their attendance, respectively at SB or committee meetings. The

compensation is determined on the basis of their attendance rate, i.e.

the proportion of meetings attended out of all meetings (both regular

and ad hoc) held in the year considered. Therefore, an SB member who

attends 100% of the SB and committees' meetings will receive the

maximum amounts of variable compensation, i.e. €50,000 and €12,000

respectively. The percentage applied is calculated on a pro rata basis of

the number of regular plus ad hoc meetings attended by a member in

relation to the total number of regular plus ad hoc meetings during

theyear.

The attendance rates for all SB and committee meetings in 2024,

including regular and ad hoc meetings, are detailed in Section 2.2.2.2,

under “Supervisory Board meetings in 2024”.

The SB members will not be paid the attendance-based portion for

regular meetings attended by video conference above the 40%

threshold. To account for the time spent on international travel, all SB

members also receive an out-of-country indemnity for time spent on

their duties as SB members outside their country of tax residence.

To ensure a high standard of supervision and monitoring of the Group

strategy as well as to avoid any potential conflict of interest, the SB

members are prohibited from receiving any remuneration related to

Group performance. To promote alignment between SB members and

shareholder interests, all SB members are required to hold, within

2years of appointment, a number of Stapled Shares at least equal to

1year of gross (fixed and variable) remuneration perceived an as SB

member (i.e. excluding compensation related to committees and any

other additional compensation or expenses). This obligation is assessed

based on the acquisition cost of the Stapled Shares.

The Remuneration Policy applicable to the SB Chair was reviewed in

depth in 2023 for the first time since the Westfield acquisition in 2018.

The policy allows for the remuneration of the SB Chair to be up to

€350k, to be consistent with the French and European real estate

market practices. The Remuneration Policy applicable to the SB and

committee members has been benchmarked and reviewed in 2024 and

remains unchanged.

The SB remuneration envelope remains at €1.6 Mn, as approved at the

2024 General Meeting.

Compensation Fixed compensation Variable compensation

Total

Supervisory Board

Chairman €350,000 €350,000

Member €25,000 up to €50,000 up to €75,000

Additional compensation

Supervisory Board Vice-Chair €18,000 €18,000

Committees

Chair €20,000 €20,000

Member

€6,000 up to €12,000

up to €18,000

Out-of-country indemnity

Intra-continental €1,500 per event

Intercontinental €6,000 per event

Ad hoc meetings and additional special tasks

In-person meeting €1,500 per meeting

Video conference

€1,000 per video

conference

Share ownership requirement

All Supervisory Board members

100% of compensation

(1)

(1) All SB members must hold within 2 years of their nomination a number of URW Stapled Shares at least equal to 1 year of their gross SB remuneration in force (excluding

compensation related to committees and any other additional compensation or expenses). As at December 31, 2024, all SB members comply with this share ownership

requirement, on the basis of the value of the shares at the dates of the share acquisition.

2.3 Management and Supervisory Boards' remuneration

1 3 4 5 6 7 8CHAPTER 2

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

2.3.2 Corporate officers' remuneration report

This report on the remuneration of the corporate officers will be submitted to the General Meeting to be held on April 29, 2025 (resolution n°12).

The payment of remuneration to the SB members in 2024 is subject to this resolution being approved.

This report also provides all details on resolutions 13 and 14 to be submitted for separate approval. The payment of the STI for 2024 of the CEO

and the other MB members is subject, respectively, to resolutions 6 to 10 being approved.

This remuneration report consists of 2 Sections:

• The information to be disclosed pursuant to Article L. 22-10-9 of the

French Commercial Code (when not included in the 2024 Say-On-

Pay); and

• The 2024 remuneration of the MB and SB members resulting from

the strict implementation of the approved Remuneration Policy;

these remunerations will be subject to a specific binding vote at the

2025 General Meeting.

The GNRC focuses on aligning pay with performance, while ensuring

that the Group continues to attract and retain the talent key to

delivering its strategy. Its primary aim is to reward sustainable

performance aligned with shareholder interests.

In line with the current Remuneration Policy approved by the

shareholders at the 2024 General Meeting, the GNRC considered the

MB members’ performance against the financial and strategic non-

financial performance measures which had been set to reflect the

Group’s priorities for 2024. Separately, performance against each MB

member’s personal objectives was assessed on an individual basis. The

GNRC determined the outcomes of the 2024 STI and the value of the LTI

awards, ensuring that they are appropriately balanced.

The GNRC reviewed the updated Afep-Medef Code and confirms that

the Group’s Remuneration Policy complies with its recommendations.

In line with French regulations, this remuneration report will be

submitted to the 2025 General Meeting for shareholder approval

(1)

(1) Further details can be found in the 2025 General Meeting notice.

2.3 Management and Supervisory Boards' remuneration

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

2.3.2.1 Information to be disclosed pursuant to Article L. 22-10-9 of the French

Commercial Code

Compliance with the Remuneration Policy in 2024

The implementation of the approved Remuneration Policy is monitored by the SB with the assistance of the GNRC. In 2024, the Remuneration Policy

was fully implemented with no deviation or exception, as summarised in the table below:



CEO

CFO CSIO CCRO CRSO

Variable pay

maxima

respected

Maximum annual 2024 STI payout (% of FI) 150%

Actual annual 2024 STI payout (% of FI) 119.4%

120.2% 119.4% 120.2% 119.4%

Maximum annual 2024 LTI grant (% of FI) 150%

LTI 2024 grant value (% of FI) 150%

150% 150% 150% 150%

Principles

respected

Actual 2024 STI calculated according to KPIs presented

at 2024 General Meeting

Yes

LTI vesting in 2024 calculated according to vesting

formula

Yes

LTI 2024 performance criteria in line with approved

Remuneration Policy

Yes

FI unchanged since start of each MB member’s term Yes

SCS 2024 paid according to defined formula Yes

Benefits 2024 paid in line with benefit policies Yes

No commitment to welcome payment or post-mandate

payment taken

Yes

No exceptional remuneration Yes

MB member shareholding requirement met

(1)

Yes Yes Yes Yes Yes

(1) The requirement is tested on December 31, 2024, with the latest available closing share price at that date. See MB members' Stapled Share ownership in Section 2.3.3.3. The

Stapled Shares retention obligation applies until the shareholding requirement is met.

Exceptional events

In accordance with Article L. 22-10-9 of the French Commercial Code,

the SB confirms that the following events happened in 2024:

Application of Clawback/Malus No

New MB member No

Change in MB members’

responsibilities

Anticipated revision of the MB member

remuneration

Gender equity among the Supervisory Board

The current composition of the SB reflects the Group commitment to

promote gender parity. Its 60% female/40% male ratio complies with

the 40% requirement set by Article L. 22-10-3 of the French

Commercial Code. The provisions of Article L. 225-45 (2°) of the French

Commercial Code have therefore not been applied.

2.3 Management and Supervisory Boards' remuneration

1 3 4 5 6 7 8CHAPTER 2

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Shareholder engagement

The SB is committed to active shareholder engagement. Extensive and

proactive consultation with shareholders on the Remuneration Policy

has been a long-standing practice.

Any evolution of the MB or SB Remuneration Policy is subject to

extensive consultation with shareholders and proxy advisors. Each year,

during the run-up to the AGM, several meetings are conducted with our

main shareholders and various proxy advisors to present the evolutions

of the governance, the remuneration policies, and an update on our

sustainability initiatives.

At the 2024 General Meeting, the ex-ante vote on the CEO

Remuneration Policy was approved by 94.9% of shareholder votes

(94.9% for the other MB members).

Remuneration ratios and performance evolution

The table below sets out the 5-year history of the ratio between the total

remuneration paid or granted to each MB member

(1)

and that of the

remuneration of French employees.

Due to the very limited headcount of URW SE, calculations have been

made over the employees of the fully owned entities having French

employees within the URW Group, for a total of 422 employees on

December 31, 2024, on a like-for-like basis

(2)

. This allows for a set of

ratios statistically relevant and able to reflect the link between the MB

members and the employees under their direct management.

These ratios are calculated based on the Afep-Medef recommended

methodology.

  2020 2021 2022 2023

2024

CEO

Total remuneration paid or granted €4,077,112 €2,230,778 €3,546,884 €3,886,311 €4,003,670

Multiple of average remuneration 38.9 24.9 33.0 35.2 41.5

Multiple of median remuneration 59.5 37.1 47.5 46.9 53.8

CSIO

(3)

Total remuneration paid or granted n/a

(4)

€1,113,290 €2,240,293 €2,534,502 €2,471,294

Multiple of average remuneration n/a

(4)

11.7 20.9 22.9 25.6

Multiple of median remuneration n/a

(4)

17.4 30.0 30.6 33.2

CFO

Total remuneration paid or granted €2,293,339 €1,568,021 €2,576,422 €2,810,041 €2,904,288

Multiple of average remuneration 21.9 16.5 24.0 25.4 30.1

Multiple of median remuneration 33.5 24.5 34.5 33.9 39.0

CRSO

(5)

Total remuneration paid or granted n/a

(4)

€1,113,448 €1,698,817 €1,755,978 €1,933,455

Multiple of average remuneration n/a

(4)

11.7 15.8 15.9 20.1

Multiple of median remuneration n/a

(4)

17.4 22.7 21.2 26.0

CCRO

(3)

Total remuneration paid or granted n/a

(4)

€556,557 €1,512,034 €1,921,658 €2,045,953

Multiple of average remuneration n/a

(4)

5.8 14.1 17.4 21.2

Multiple of median remuneration n/a

(4)

8.7 20.2 23.2 27.5

Company remuneration

Average €104,867 €95,151 €107,339 €110,514 €96,367

Median €68,484 €63,980 €74,674 €82,907 €74,465

URW performance

(€ Mn)

Net Rental Income €1,790 €1,724 €2,226 €2,210 €2,314

Adjusted Recurring Earnings €1,009 €957 €1,291 €1,337 €1,373

(1) The pay ratios above are calculated based on the compensation paid and granted in 2024. The compensation items taken into account for the MB members are the FI paid in

2024 (by MB role, see note 3 below), the STI related to 2023 performance and paid in 2024, the LTI granted in 2024 and the various benefits in kind received in 2024 and

disclosed in the Say-On Pay tables (e.g. company car). In accordance with the Afep-Medef recommendation, the SCS duly disclosed in the Say-On-Pay tables is not taken into

account for the calculation of the pay ratios above as it represents a post-mandate benefit. The LTIs granted in 2024 (SO and PS) are valued based on the IFRS 2

methodology.

(2) Total remuneration of all French fully owned entities of URW Group (i.e. excludes employees working for JVs). For comparability year after year, out of the total employees of

fully owned entities, excluded are expatriates, suspended contracts, apprentices and employees not "like-for-like" (less than 2 years of service). A total of 422 French

employees (as of December 31, 2024) were therefore included in this analysis. The inclusion of all URW employees internationally was considered but rejected to keep

comparing remunerations on a like-for-like basis and to avoid exchange rate and changes in perimeter effects. The ratios would have been lower given the higher average

compensations levels in several countries, including the UK and the US.

(3) The combined remunerations of Olivier Bossard, as former CIO, and Vincent Rouget are considered for the CSIO role, and the combined remunerations of Caroline

Puechoultres, as former CRO, and Anne-Sophie Sancerre are considered for the CCRO role.

(4) There was no MB member with this function during this period, therefore no pay ratio is calculated.

(5) The 2022 figure is the total remuneration paid or granted to the CRSO in that year (i.e. including the STI paid to Astrid Panosyan in 2022 as former CRO until December 31,

2021). The total remuneration actually paid or granted to Sylvain Montcouquiol in 2022 amounts to €955,086.

2.3 Management and Supervisory Boards' remuneration

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

2.3.2.2 Corporate officers remuneration

in 2024

The following remuneration elements paid or granted in 2024 are

submitted for approval to the shareholders through a binding vote.

Management Board remuneration

The following remuneration elements, paid during, or granted for, 2024

to the CEO and the other MB members, are submitted for approval to

the shareholders through a binding vote. These remuneration elements

include those paid by URW SE and all its affiliates. The payment of the

STI of the MB members will be conditioned to shareholder approval at

the 2025 General Meeting (resolutions 6 to 10).

2024 Performance overview

A summary of the performance assessment of each of the quantitative STI components applicable to all MB members is presented in the table below:

Performance measure

Weight

Description

Threshold

(37.5%

payout,

zero below)

Target

(100%

payout)

Stretch

(125%

payout,

capped

above) 2024 achieved

2024

Score

Comments

AREPS AREPS 30%

Adjusted Recurring Earnings

per Share

€9.65 €9.75 €9.80 €9.85 125%

Financial

Net debt 10% Net debt/EBITDA 9.30 x 9.00 x 8.88 x 8.70 x 125%

Disposals 10%

GNRC judgement on the

amount and quality of 2024

disposals

€987.1 Mn €1,553.7 Mn 125%

Gross admin

costs

25%

Gross administrative costs

(excluding restructuring

costs)

€456 Mn €441 Mn €436 Mn €438.2 Mn 113.9%

ESG

Gender parity

improvement

% of women among new

entrants in the population of

senior executives

(recruitments and

promotions)

40% 50% 60% 55.6% 113.9%

10 women out of 18

executive promotions or

hires (2/4 hires, 8/14

promotions)

GHG

emissions

GHG emissions on scopes

1&2 (tCO2e)

32,302 29,365 26,429 23,493

125%

TOTAL 85%  121.1%

2.3 Management and Supervisory Boards' remuneration

1 3 4 5 6 7 8CHAPTER 2

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Mr Jean-Marie Tritant, Chief Executive Officer and Chairman of the Management Board

Element

Description

Amounts

Annual fixed income paid

in respect of 2024

MB members’ FI is set for the duration of their mandate. €1,000,000

Short-term incentive

paid in 2025 in respect of

2024 (subject to

shareholder vote)

Performance measure Weight Description of key achievements Achievement

Financial and ESG 85% Please refer to the table above 121.1% €1,235,220

Qualitative 15% See below 110.0% €198,000

Total 100% 119.4% €1,433,220

Total adjusted 100% After 20% reduction (see details above) 95.6% €1,146,576

Target

STI:

120% of

FI€1,200,00

Previous STI (paid in 2024 in respect of 2023): €1,372,049

Key qualitative

achievements

Overall score: 110.0%

Preparation for next

growth chapter

Various strategic scenarios examined, leading to the decision not to deleverage in the US,

providing clear direction for the future. Long-term strategic growth plan defined, including

amplification of the Westfield brand and growth of the Westfield Rise media agency.

Stakeholder

relations

Built credibility in stakeholder relations through consistent excellence in operations,

deleveraging , and Better Places. Maintained trust in the context of the Hamburg project

delays through a transparent, accountable, and open approach. Long-standing partnerships

with retailers ensured commitment despite delays.

Leadership and

culture change

Delivered sustained operating performance and significantly improved efficiency levels.

Accelerated organisational transformation towards a regional model, and upgrades to IT

systems. Brought back a strong in-person performance culture based on collaboration and

agility.

Long-term incentives

granted in 2024

The LTI policy provides for a grant value between 100% and 150% of FI.

For 2024, the SB, upon GNRC recommendation, decided that the grant size would be 150% of FI.

€1,499,981

Instrument Vesting period Total duration # units granted

(1)

% of total grant IFRS value

Performance Shares 3 years  40,938

7.85%

(vs. max. 10%)

€1,219,507

Performance

Stock Options

3 years 8 years 40,938

€280,474

(1) The number of SO and PS was adjusted by 3% following the equity reserve distribution on May 16, 2024.

Supplementary

contribution scheme

paid in 2024

MB members benefit from the SCS, an annual contribution paid into a blocked savings account, available at the end

of their last mandate as MB member of URW SE. The CEO amount is defined as:

• A fixed amount of €90,000 plus 10% of the FI

• A variable amount of 10% of the STI paid in respect of the previous year

€327,209

Life/health insurance

The CEO benefits from an international health insurance policy. Not material

Benefits in kind

The CEO benefits from a company car and an International Assignment Extra-Compensation. €131,173

0.34

0.33

1.50

1.15

1.00

0.34

Max.

Min.

Achieved

in 2024

0.13

0.19

0.13

FI STI LTI SCS Other benefits

24%

8% SCS

28%

STI

37%

LTI

3% Other benefits

64%

PERFORMANCE-

BASED

2.3 Management and Supervisory Boards' remuneration

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Mr Fabrice Mouchel, Chief Financial Officer

Element Description

Amounts

Annual fixed income

paid in respect of 2024

MB members’ FI is set for the duration of their mandate. €750,000

Short-term incentive

paid in 2025 in respect of

2024 (subject to

shareholder vote)

Performance measure Weight Description of key achievements Achievement

Financial and ESG 85% Please refer to the table above 121.1% €926,415

Qualitative 15% See below 115.0% €155,250

Total 100% 120.2% €1,081,665

Total adjusted

100% After 20% reduction (see details above)

96.2% €865,332

Target STI: 120% of

FI€900,000

Previous STI (paid in 2024 in respect of 2023):

€1 ,024,537

Key qualitative achievements

Overall score: 115.0%

Financing and

liquidity

At year end, liquidity reached €14.0 Bn thanks to active and optimized financing, including

green bond issuances, favorable mortgage refinancings, and a sustainable credit facility

agreement. The Group's rating remains unchanged, with substantial savings achieved

through cash placements and loan renegotiations.

Performance

management

Enhanced efficiency with KPIs, streamlined templates and processes, and reinforced senior

management. Real-time tracking and better insights achieved through new dashboards and

improved expense reviews.

Finance

transformation

New finance ERP delivered on budget and schedule in Southern Europe, with significant

admin cost reductions. Finance organisation delayered; shared services strategy initiated.

Long-term incentives

granted in 2024

The LTI policy provides for a grant value between 100% and 150% of FI.

For 2024, the SB, upon GNRC recommendation, decided that the grant size would be 150% of FI.

€1,124,995

Instrument Vesting period Total duration # units granted

(1)

% of total grant IFRS value

Performance Shares 3 years 29,809

5.71%

(vs. max. 8%)

€914,638

Performance

Stock Options

3 years 8 years 29,809

€210,357

(1) The number of SO and PS was adjusted by 3% following the equity reserve distribution on May 16, 2024.

Supplementary

contribution scheme

paid in 2024

MB members benefit from the SCS, an annual contribution paid into a blocked savings account, available at the end

of their last mandate as MB member of URW SE. The CFO amount is defined as:

• A fixed amount of €45,000 plus 10% of the FI

• A variable amount of 10% of the STI paid in respect of the previous year

€222,454

Life/health insurance The CFO benefits from an international health insurance policy. Not material

Benefits in kind The CFO benefits from a company car. €4,756

0.28

0.02

1.13

1.12

1.13

0.87

0.75

Max.

Min.

Achieved

in 2024

0.17

0.22

FI STI LTI SCS Other benefits

25%

8% SCS

29%

STI

38%

LTI

67%

PERFORMANCE-

BASED

2.3 Management and Supervisory Boards' remuneration

1 3 4 5 6 7 8CHAPTER 2

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Mr Sylvain Montcouquiol, Chief Resources and Sustainability Officer

Element Description

Amounts

Annual fixed income

paid in respect of 2024

MB members’ FI is set for the duration of their mandate. €500,000

Short-term incentive

paid in 2025 in respect of

2024 (subject to

shareholder vote)

Performance measure Weight Description of key achievements Achievement

Financial and ESG 85% Please refer to the table above 121.1% €617,610

Qualitative 15% See below 110.0% €99,000

Total 100% 119.4% €716,610

Total adjusted

100% After 20% reduction (see details above)

95.6% €573,288

Target STI: 120% of

FI€600,000

Previous STI (paid in 2024 in respect of 2023):

€677,024

Key qualitative achievements

Overall score: 110.0%

Sustainability

Strategy

2024 Better Places targets outperformed. URW recognised as a global leader in

sustainability, featuring prominently in major ESG indices and receiving various awards.

Sustainable Retail Index coverage objectives met. Local community engagement targets

achieved, with improved employee involvement.

Corporate Culture New employer brand launched. Office culture promoted with a flexible in-office policy,

supported managers to boost creativity and innovation. Progress in senior management

positions held by women: 44.2% in 2024.

Company

Transformation

€50Mn in admin costs savings achieved, improving efficiency primarily through

organizational streamlining. Key initiatives included merging country management teams,

appointing new leaders, and implementing a balanced regional structure supported by

employees, leading to additional savings.

Long-term incentives

granted in 2024

The LTI policy provides for a grant value between 100% and 150% of FI.

For 2024, the SB, upon GNRC recommendation, decided that the grant size would be 150% of FI.

€750,009

Instrument Vesting period Total duration # units granted

(1)

% of total grant IFRS value

Performance Shares 3 years  19,873

3.81%(vs. max. 8%)

€609,769

Performance

Stock Options

3 years 8 years 19,873

€140,241

(1)The number of SO and PS was adjusted by 3% following the equity reserve distribution on May 16, 2024.

Supplementary

contribution scheme

paid in 2024

MB members benefit from the SCS, an annual contribution paid into a blocked savings account, available at the end

of their last mandate as MB member of URW SE. The CRSO amount is defined as:

• a fixed amount of €45,000 plus 10% of the FI

• a variable amount of 10% of the STI paid in respect of the previous year

€162,702

Life/health insurance The CRSO benefits from a health insurance policy. Not material

Benefits in kind The CRSO benefits from a company car. €6,422

0.01

0.22

0.16

0.75

0.01

0.75

0.57

0.50

Max.

Min.

Achieved

in 2024

0.14

0.01

FI STI LTI SCS Other benefits

0.01

66%

PERFORMANCE-

BASED

25%

8% SCS

29%

STI

38%

LTI

2.3 Management and Supervisory Boards' remuneration

Corporate Governance and Remuneration

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Ms Anne-Sophie Sancerre, Chief Customer and Retail Officer

Charts comparing the MB members’ package structure to the minimum and maximum payable will be presented for a full year tenure.

Element Description

Amounts

Annual fixed income

paid in respect of 2024

MB members’ FI is set for the duration of their mandate. €600,000

Short-term incentive

paid in 2025 in respect of

2024 (subject to

shareholder vote)

Performance measure Weight Description of key achievements Achievement

Financial and ESG 85% Please refer to the table above 121.1% €741,132

Qualitative 15% See below 115.0% €124,200

Total 100% 120.2% €865,332

Total adjusted

100% After 20% reduction (see details above)

96.2% €692,266

Target STI: 120% of

FI €720,000

Previous STI (paid in 2024 in respect of 2023):

€541,620

Key qualitative achievements

Overall score: 115.0%

Retail Media

Business

Westfield Rise revenues increased through media contracts, AI data systems, strategic

partnerships, and digital channels. 14 European assets 'Better Places' certified, Sustainable

Retail Index audit launched, customer journey standards strengthened.

Digital Significant increase in user engagement with new digital platform, resulting in substantial

growth in website sessions, app users, and CRM contacts. Operational Excellence Platform

introduced, focusing on best practices, data collection/reporting, and certifications to

improve operational efficiency.

Business Model Customer journey and retail partnerships enhanced through content curation, digitalization,

and strategic events, delivering increased brand awareness and customer engagement.

Transition from asset management to content creation, driving new revenue streams and

improving operational efficiency .

Long-term incentives

granted in 2024

The LTI policy provides for a grant value between 100% and 150% of FI.

For 2024, the SB, upon GNRC recommendation, decided that the grant size would be 150% of FI.

€899,989

Instrument Vesting period Total duration # units granted

(1)

% of total grant IFRS value

Performance Shares 3 years  23,847

4.57%(vs. max. 8%))

€731,704

Performance

Stock Options

3 years 8 years 23,847

€168,284

(1)The number of SO and PS was adjusted by3% following the equity reserve distribution on May 16, 2024

Supplementary

contribution scheme

paid in 2024

MB members benefit from the SCS, an annual contribution paid into a blocked savings account, available at the end

of their last mandate as MB member of URW SE. The CCRO amount is defined as:

• A fixed amount of€45,000 plus 10% of the FI; and

• A variable amount of 10% of the STI paid in respect of the previous year.

€159,162

Life/health insurance The CCRO benefits from a health insurance policy. not material

Benefits in kind The CCRO benefits from a company car. €4,344

0.240.90

0.90

0.69

0.60

Max.

Min.

Achieved

in 2024

0.15

0.16

FI STI LTI SCS Other benefits

26%

7% SCS

29%

STI

38%

LTI

68%

PERFORMANCE-

BASED

2.3 Management and Supervisory Boards' remuneration

1 3 4 5 6 7 8CHAPTER 2

Corporate Governance and Remuneration

100

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Mr Vincent Rouget, Chief Strategy and Investment Officer

Charts comparing the MB members’ package structure to the minimum and maximum payable will be presented for a full year tenure.

Element Description

Amounts

Annual fixed income

paid in respect of 2024

MB members' Fixed Income is set for the duration of their mandate.

€750,000

Short-term incentive

paid in 2025 in respect of

2024 (subject to

shareholder vote)

Performance measure Weight Description of key achievements Achievement

Financial and ESG 85% Please refer to the table above 121.1% €926,415

Qualitative 15% See below 110.0% €148,500

Total 100% 119.4% €1,074,915

Total adjusted

100% After 20% reduction (see details above)

95.6% €859,932

Target STI: 120% of

FI€900,000

Previous STI (paid in 2024 in respect of 2023):

€592,396

Key qualitative

achievements

Overall score: 110.0%

Deleveraging Disposal objective outperformed, thanks to innovative deals such as assets for shares, and

challenging disposals deals achieved.

Preparation for

future growth

Foundation for capital allocation discipline and capital-light growth established. Ongoing

discussions for strategic, innovative deals, backed by strong relationships with asset

management partners.

Refocusing on core

business

Strong activity around non-core assets or businesses disposals, postponed to 2025 for

strategic or financial reasons.

Long-term incentives

granted in 2024

The LTI policy provides for a grant value between 100% and 150% of FI.

For 2024, the SB, upon GNRC recommendation, decided that the grant size would be 150% of FI.

€1,124,995

Instrument Vesting period Total duration # units granted

(1)

% of total grant IFRS value

Performance Shares 3 years  29,809

5.71%

(vs. max. 8%)

€914,638

Performance Stock

Options

3 years 8 years 29,809

€210,357

(1) The number of SO and PS was adjusted by 3% following the equity reserve distribution on May 16, 2024.

Supplementary

contribution scheme

paid in 2024

MB members benefit from the SCS, an annual contribution paid into a blocked savings account, available at the end

of their last mandate as MB member of URW SE. The CSIO amount is defined as:

• A fixed amount of€45,000 plus 10% of the FI; and

• A variable amount of 10% of the STI paid in respect of the previous year.

€179,240

Life/health insurance The CSIO benefits from a health insurance policy. not material

Benefits in kind The CSIO benefits from a company car. €3,903

0.281.13

1.12

1.13

0.86

0.75

Max.

Min.

Achieved

in 2024

0.17

0.18

FI STI LTI SCS Other benefits

26%

6% SCS

29%

STI

39%

LTI

68%

PERFORMANCE-

BASED

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Remuneration of the Chairman of the Supervisory Board

The following remuneration elements, paid during or granted for financial year 2024 to the SB Chairman, are submitted to the approval of the

shareholders (resolution 11).

Mr Jacques Richier, Chairman of the Supervisory Board (since 11 May 2023)

2023

2024

Supervisory Board Chairman remuneration (inclusive of committee membership and

attendance-based compensation)

€237,005 €374,500

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2.3.3 Supplementary information

2.3.3.1 Evolution of the Management Board remuneration

Pursuant to the AMF recommendations and the Afep-Medef Code

concerning the remuneration of executive officers of listed companies,

the tables hereinafter present:

• The gross remuneration received in respect of the financial years

2020 through to 2024, i.e. including the STI due in respect of financial

year N and paid in year N+1 after the publication of the results of

financial year N (table 1) and the shareholder vote; and

• The gross remuneration paid during 2023 and 2024 respectively and

including the STI that was paid in year N due in respect of the previous

year (Table 2).

Considering that all the MB members were appointed in 2023 or 2024,

the tables below include the remuneration paid to the executive officers

for their current responsibilities.

FI, STI, LTI and other benefits allocated to Management Board members in respect of the referred years

(table 1 of AMF/Afep-Medef recommendations)

Including the STI due in respect of financial year N and paid in year N+1, after publication of the results of financial year N.

Mr Jean-Marie Tritant

Chief Executive Officer and Chairman of the MB since January 1, 2021

Year 2020 Year 2021 Year 2022 Year 2023 Year 2024

Fixed income n/a €1,000,000 €1,000,000 €1,000,000 €1,000,000

Short-term incentive

(1)

n/a €1,282,470 €1,256,238 €1,372,000 €1,146,576

Pension n/a €190,000 €318,247 €315,624 €327,209

Other benefits n/a €47,881 €114,402 €130,090 €131,689

Remuneration due in respect of the financial year n/a €2,520,351 €2,688,887 €2,817,713 €2,605,474

Evolution year N vs. year N-1 (in %) n/a n/a 6.69% 4.80% (7.53%)

Annual SO IFRS valuation allocated during the financial year

(2)

n/a €135,984 €79,890 €280,550 €280,474

Evolution year N vs. year N-1 (in %) n/a n/a -41.3% 251.2% 0.0%

Annual PS IFRS valuation allocated during the financial year

(2)

n/a €563,995 €1,070,122 €1,219,433 €1,219,507

Evolution year N vs. year N-1 (in %) n/a n/a 89.7% 14.0% 0.0%

Total n/a €3,220,330 €3,838,899 €4,317,696 €4,105,455

Evolution year N vs. year N-1 (in %)

n/a n/a 19.2% 12.5% (4.92%)

(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1, and for the year 2024, payable subject to shareholder vote at the AGM 2025.

(2) The value corresponds to the value of the SO and PS at the time they were allocated according to IFRS 2 requirements (based on the evaluation conducted by Willis Towers

Watson (“WTW”)), notably after taking into account any discount related to performance criteria and the probability of presence in the Group after the vesting period, but

before taking into account the effect of the spread of the charge during the vesting period according to IFRS 2.

Mr Fabrice Mouchel

Chief Finance Officer and MB member since January 5, 2021

Year 2020 Year 2021 Year 2022 Year 2023 Year 2024

Fixed income n/a €744,048 €750,000 €750,000 €750,000

Short-term incentive

(1)

n/a €956,228 €928,678 €1,024,537 €865,332

Pension n/a €119,405 €215,623 €212,868 €222,454

Other benefits n/a €6,467 €7,673 €6,389 €4,756

Remuneration due in respect of the financial year n/a €1,826,148 €1,901,973 €1,993,794 €1,842,542

Evolution year N vs. year N-1 (in %) n/a n/a 4.15% 4.83% (7.59%)

Annual SO IFRS valuation allocated during the financial year

(2)

n/a €101,988 €59,918 €210,412 €210,357

Evolution year N vs. year N-1 (in %) n/a n/a -41.2% 251.2% 0.0%

Annual PS IFRS valuation allocated during the financial year

(2)

n/a €423,005 €802,603 €914,562 €914,638

Evolution year N vs. year N-1 (in %) n/a n/a 89.7% 13.9% 0.0%

Total n/a €2,351,141 €2,764,494 €3,118,768 €2,967,537

Evolution year N vs. year N-1 (in %)

n/a n/a 17.6% 12.8% (4.85%)

(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1, and for the year 2024, payable subject to shareholder vote at the AGM 2025.

(2) The value corresponds to the value of the SO and PS at the time they were allocated according to IFRS 2 requirements (based on the evaluation conducted by WTW), notably

after taking into account any discount related to performance criteria and the probability of presence in the Group after the vesting period, but before taking into account the

effect of the spread of the charge during the vesting period according to IFRS 2.

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Mr Sylvain Montcouquiol

Chief Resources and Sustainability Officer and MB Member since January 1, 2022

Year 2020 Year 2021 Year 2022 Year 2023 Year 2024

Fixed income n/a n/a €400,000 €500,000 €500,000

Short-term incentive

(1)

n/a n/a €497,695 €677,024 €573,288

Pension n/a n/a €85,000 €144,770 €162,702

Other benefits n/a n/a €10,081 €8,291 €6,422

Remuneration due in respect of the financial year n/a n/a €992,776 €1,330,085 €1,242,412

Evolution year N vs. year N-1 (in %) n/a n/a n/a 34.0% (6,59%)

Annual SO IFRS valuation allocated during the financial year

(2)

n/a n/a €31,956 €140,275 €140,241

Evolution year N vs. year N-1 (in %) n/a n/a n/a 339.0% 0.0%

Annual PS IFRS valuation allocated during the financial year

(2)

n/a n/a €428,049 €609,717 €609,769

Evolution year N vs. year N-1 (in %) n/a n/a n/a 42.4% 0.0%

Total n/a n/a €1,452,781 €2,080,077 €1,992,422

Evolution year N vs. year N-1 (in %)

n/a n/a n/a 43.2% (4,21%)

(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1, and for the year 2024, payable subject to a shareholder vote at the AGM 2025.

(2) The value corresponds to the value of the SO and PS at the time they were allocated according to IFRS 2 requirements (based on the evaluation conducted by WTW), notably

after taking into account any discount related to performance criteria and the probability of presence in the Group after the vesting period, but before taking into account the

effect of the spread of the charge during the vesting period according to IFRS 2.

Mr Vincent Rouget

Chief Strategy and Investment Officer and MB member since June 1, 2023

Year 2020 Year 2021 Year 2022 Year 2023 Year 2024

Fixed income n/a n/a n/a €437,500 €750,000

Short-term incentive

(1)

n/a n/a n/a €592,396 €859,932

Pension n/a n/a n/a €70,000 €179,240

Other benefits n/a n/a n/a €3,521 €3,903

Remuneration due in respect of the financial year n/a n/a n/a €1,103,417 €1,793,075

Evolution year N vs. year N-1 (in %) n/a n/a n/a n/a 62.5%

Annual SO IFRS valuation allocated during the financial year

(2)

n/a n/a n/a n/a €210,357

Evolution year N vs. year N-1 (in %) n/a n/a n/a n/a n/a

Annual PS IFRS valuation allocated during the financial year

(2)

n/a n/a n/a n/a €914,638

Evolution year N vs. year N-1 (in %) n/a n/a n/a n/a n/a

Total n/a n/a n/a €1,103,417 €2,918,070

Evolution year N vs. year N-1 (in %)

n/a n/a n/a n/a 164.5%

(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1, and for the year 2024, payable subject to shareholder vote at the AGM 2025.

(2) The value corresponds to the value of the SO and PS at the time they were allocated according to IFRS 2 requirements (based on the evaluation conducted by WTW), notably

after taking into account any discount related to performance criteria and the probability of presence in the Group after the vesting period, but before taking into account the

effect of the spread of the charge during the vesting period according to IFRS 2.

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Ms Anne-Sophie Sancerre

Chief Customer and Retail Officer and MB member since May 2, 2023

Year 2020 Year 2021 Year 2022 Year 2023 Year 2024

Fixed income n/a n/a n/a €400,000 €600,000

Short-term incentive

(1)

n/a n/a n/a €541,620 €692,266

Pension n/a n/a n/a €69,620 €159,162

Other benefits n/a n/a n/a €4,495 €4,344

Remuneration due in respect of the financial year n/a n/a n/a €1,015,735 €1,455,771

Evolution year N vs. year N-1 (in %) n/a n/a n/a n/a 43.3%

Annual SO IFRS valuation allocated during the financial year

(2)

n/a n/a n/a n/a €168,284

Evolution year N vs. year N-1 (in %) n/a n/a n/a n/a n/a

Annual PS IFRS valuation allocated during the financial year

(2)

n/a n/a n/a n/a €731,704

Evolution year N vs. year N-1 (in %) n/a n/a n/a n/a n/a

Total n/a n/a n/a €1,015,735 €2,355,760

Evolution year N vs. year N-1 (in %)

n/a n/a n/a n/a 131.9%

(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1, and for the year 2024, payable subject to shareholder vote at the AGM 2025.

(2) The value corresponds to the value of the SO and PS at the time they were allocated according to IFRS 2 requirements (based on the evaluation conducted by WTW), notably

after taking into account any discount related to performance criteria and the probability of presence in the Group after the vesting period, but before taking into account the

effect of the spread of the charge during the vesting period according to IFRS 2.

Details of the remuneration paid in 2023 and 2024 (table 2 of AMF/Afep-Medef recommendations)

Including the STI paid during financial year N but which was due for the previous financial year.

Mr Jean-Marie Tritant

Chief Executive Officer and Chairman of the MB since January 1, 2021

Financial year 2023

Financial year 2024

Amounts granted Amounts paid

Amounts

granted

Amounts

paid

Fixed income €1,000,000 €1,000,000 €1,000,000 €1,000,000

Short-term incentive

(1)

€1,372,000 €1,256,238 €1,146,576 €1,372,000

Supplementary contribution scheme (pension) €315,624 €315,624 €327,209 €327,209

Other benefits €130,090 €130,090 €131,689 €131,689

Remuneration due in respect of the financial year €2,817,514 €2,701,952 €2,605,474 €2,830,898

Annual SO IFRS valuation allocated during the financial year

(2)

€280,550 €280,550 €280,474 €280,474

Annual PS IFRS valuation allocated during the financial year

(2)

€1,219,433 €1,219,433 €1,219,507 €1,219,507

Total

€4,317,697 €4,201,935 €4,105,455 €4,330,879

(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1.

(2) The value corresponds to the value of the SO and PS at the time they were allocated according to IFRS 2 requirements (based on the evaluation conducted by WTW), notably

after taking into account any discount related to performance criteria and the probability of presence in the Group after the vesting period, but before taking into account the

effect of the spread of the charge during the vesting period according to IFRS 2.

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Mr Fabrice Mouchel

Chief Finance Officer and MB member since January 5, 2021

Financial year 2023

Financial year 2024

Amounts granted Amounts paid

Amounts

granted

Amounts

paid

Fixed income €750,000 €750,000 €750,000 €750,000

Short-term incentive

(1)

€1,024,537 €928,678 €865,332 €1,024,537

Supplementary contribution scheme (pension) €212,868 €212,868 €222,453 €222,453

Other benefits €6,389 €6,389 €4,756 €4,756

Remuneration due in respect of the financial year €1,993,794 €1,897,935 €1,842,541 €2,001,746

Annual SO IFRS valuation allocated during the financial year

(2)

€210,412 €210,412 €210,357 €210,357

Annual PS IFRS valuation allocated during the financial year

(2)

€914,562 €914,562 €914,638 €914,638

Total

€3,118,768 €3,022,909 €2,967,536 €3,126,741

(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1.

(2) The value corresponds to the value of the SO and PS at the time they were allocated according to IFRS 2 requirements (based on the evaluation conducted by WTW), notably

after taking into account any discount related to performance criteria and the probability of presence in the Group after the vesting period, but before taking into account the

effect of the spread of the charge during the vesting period according to IFRS 2.

Mr Sylvain Montcouquiol

Chief Resources & Sustainability Officer and MB Member since January 2, 2022

Financial year 2023

Financial year 2024

Amounts granted Amounts paid

Amounts

granted

Amounts

paid

Fixed income €500,000 €500,000 €500,000 €500,000

Short-term incentive

(1)

€677,024 €497,695 €573,288 €677,024

Supplementary contribution scheme (pension) €144,770 €144,770 €162,702 €162,702

Other benefits €8,291 €8,291 €6,422 €6,422

Remuneration due in respect of the financial year €1,330,085 €1,150,756 €1,242,412 €1,346,148

Annual SO IFRS valuation allocated during the financial year

(2)

€140,275 €140,275 €140,241 €140,241

Annual PS IFRS valuation allocated during the financial year

(2)

€609,717 €609,717 €609,769 €609,769

Total

€2,080,077 €1,900,748 €1,992,422 €2,096,157

(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1.

(2) The value corresponds to the value of the SO and PS at the time they were allocated according to IFRS 2 requirements (based on the evaluation conducted by WTW), notably

after taking into account any discount related to performance criteria and the probability of presence in the Group after the vesting period, but before taking into account the

effect of the spread of the charge during the vesting period according to IFRS 2.

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Mr Vincent Rouget Chief Strategy and Investment Officer and MB member since June 1,

2023

Financial year 2023

Financial year 2024

Amounts

granted

Amounts

paid

Amounts

granted

Amounts

paid

Fixed income €437,500 €437,500 €750,000 €750,000

Short-term incentive

(1)

€592,396 n/a €859,932 €592,396

Supplementary contribution scheme (pension) €70,000 €70,000 €179,240 €179,240

Other benefits €3,251 €3,251 €3,903 €3,903

Remuneration due in respect of the financial year €1,103,147 €510,751 €1,793,075 €1,525,539

Annual SO IFRS valuation allocated during the financial year

(2)

n/a n/a €210,357 €210,357

Annual PS IFRS valuation allocated during the financial year

(2)

n/a n/a €914,638 €914,638

Total

€1,103,147 €510,751 €2,918,070 €2,650,534

(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1.

(2) The value corresponds to the value of the SO and PS at the time they were allocated according to IFRS 2 requirements (based on the evaluation conducted by WTW), notably

after taking into account any discount related to performance criteria and the probability of presence in the Group after the vesting period, but before taking into account the

effect of the spread of the charge during the vesting period according to IFRS 2.

Ms Anne-Sophie Sancerre

Chief Customer and Retail Officer and MB member since May 2, 2023

Financial year 2023

Financial year 2024

Amounts

granted

Amounts

paid

Amounts

granted

Amounts

paid

Fixed income €400,000 €400,000 €600,000 €600,000

Short-term incentive

(1)

€541,620 n/a €692,266 €541,620

Supplementary contribution scheme (pension) €69,620 €69,620 €159,162 €159,162

Other benefits €4,495 €4,495 €4,344 €4,344

Remuneration due in respect of the financial year €1,015,735 €474,115 €1,455,772 €1,305,126

Annual SO IFRS valuation allocated during the financial year

(2)

n/a n/a €168,284 €168,284

Annual PS IFRS valuation allocated during the financial year

(2)

n/a n/a €731,704 €731,704

Total

€1,015,735 €474,115 €2,355,760 €2,205,115

(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1.

(2) The value corresponds to the value of the SO and PS at the time they were allocated according to IFRS 2 requirements (based on the evaluation conducted by WTW), notably

after taking into account any discount related to performance criteria and the probability of presence in the Group after the vesting period, but before taking into account the

effect of the spread of the charge during the vesting period according to IFRS 2.

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Performance Stock Options

Performance Stock Options granted during financial years 2020 to 2024

(table 4 of AMF/Afep-Medef recommendations)

The detail of the plans in force applicable to employees and MB members is presented in Section 2.3.4.

On March 7, 2024, the SB, upon the recommendation of the GNRC, granted to Group employees and MB members a total of 521,758 SO, representing

0.59% of the fully diluted share capital on December 31, 2024, of which 40,938 (7.85% of the total granted) to the CEO, 30,704 (5.88%) to the CFO,

30,704 (5.88%) to the CSIO, 24,563 (4.71%) to the CCRO and 20,470 (3.92 %) to the CRSO as detailed in the table below.

Pursuant to the equity distribution that took place on May 16, 2024, all outstanding SO were adjusted by 3%, and exercise prices were reduced by 3%,

to reflect the impact of this distribution on potential option gains. The figures in the following tables include these adjustments.

Date of grant

SO Plan 2020 SO Plan 2021 SO Plan 2022 SO Plan 2023

SO Plan 2024

March 21, 2020 May 18, 2021 March 8, 2022 March 13, 2023

March 7, 2024

Opening of exercise

period (at the opening of

trading day)

March 22, 2023 May 20, 2024 March 10, 2025 March 13, 2026 March 7, 2027

End of exercise period

(at the end of the

trading day)

March 21, 2028 May 18, 2029 March 8, 2030 March 13, 2031 March 8, 2032

Exercise price per SO €89.34

€67.38 €64.73 €57.26

€67.31

Type of SO Share subscription or purchase stock options subject to performance and presence conditions and with no discount.

Names of

Management Board

members

Number

of SO

granted

Value of

SO granted

Value

variation

vs.

year

Number of

SO granted

Value of SO

granted

Value

variation

vs.

year

Number

of SO

granted

Value of

SO granted

Value

variation

vs.

year

Number of

SO granted

Value of SO

granted

Value

variation

vs.

year

Number

of SO

granted

Value of SO

granted

Value

variation

vs.

year

Jean-Marie

Tritant

CEO

n/a n/a n/a 43,775 €135,984 n/a 72,100 €79,890 (41.3%) 72,100 €280,550 251.2% 40,938 €280,474 (0.0%)

Fabrice

Mouchel

CFO

n/a n/a n/a 32,832 €101,988 n/a 54,075 €59,918 (41.2%) 54,075 €210,412 251.2% 30,704 €210,357 (0.0%)

Sylvain

Montcouquiol

CRSO

n/a n/a n/a n/a n/a n/a 28,840 €31,956 n/a 36,050 €140,275 339.0% 20,470 €140,241 (0.0%)

Vincent Rouget

CSIO

n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a 30,704 €210,357 n/a

Anne-Sophie

Sancerre

CCRO

n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a 24,563 €168,284 n/a

n/a means that the person was not a MB member at the time of the grant.IFRS value presented in this table.

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Performance Stock Options exercised by Management Board members during financial year 2024

(Article L. 225-184 of the French Commercial Code)(table 5 of AMF/Afep-Medef recommendations)

MB member

Plan

number–Tranch

e year

Number of SO

exercised during

the financial year Date of exercise

Exercise price

per SO

Number of SO

exercised

Overall market

performance of

URW SE

Performance of

the applicable

Reference Index

Achievement of

the performance

condition at the

exercise date

Mr Jean-Marie Tritant

CEO

n/a n/a n/a n/a n/a n/a n/a n/a

Mr Fabrice Mouchel

CFO

n/a n/a n/a n/a n/a n/a n/a n/a

Mr Sylvain Montcouquiol

CRSO

n/a n/a n/a n/a n/a n/a n/a n/a

Mr Vincent Rouget

CSIO

n/a n/a n/a n/a n/a n/a n/a n/a

Ms Anne-Sophie Sancerre

CCRO

n/a n/a n/a n/a n/a n/a n/a n/a

Performance Shares

The detail of the plans in force applicable to employees and MB members is presented in Section 2.3.4.

On March 7, 2024, a total of 521,758 PS and Retention Shares ("RS") were granted to Group employees and MB members of which 40,938 PS (7.85%)

to the CEO, 30,704 (5.88%) to the CFO, 30,704 (5.88%) to the CSIO, 24,563 (4.71%) to the CCRO and 20,470 (3.92%) to the CRSO.

Pursuant to the equity distribution that took place on May 16, 2024, all outstanding PS were adjusted by 3% to reflect the impact of this distribution on

potential gains. The figures in the following tables include these adjustments.

The grant of PS to MB members is presented in detail in tables 6 and 7 in accordance with the recommendations of the Afep-Medef Code.

Details of the Performance Shares granted to each Management Board member during financial year

2024 (Article L. 225-197-4 of the French Commercial Code) (table 6 of AMF/Afep-Medef

recommendations)

Plan PS 2024 (7 March 2024)

MB members

Number of PS

granted (adjusted)

Economic (IFRS) value

of the PS grant

(1)

Share transfer date

(2)

Availability date

(2)

Presence and

performance conditions

Mr Jean-Marie Tritant 40,938 €1,219,507 March 7, 2027 March 7, 2027 Yes

Mr Fabrice Mouchel 30,704 €914,638 March 7, 2027 March 7, 2027 Yes

Mr Sylvain Montcouquiol 20,470 €609,769 March 7, 2027 March 7, 2027 Yes

Mr Vincent Rouget 30,704 €914,638 March 7, 2027 March 7, 2027 Yes

Ms Anne-Sophie Sancerre 24,563 €731,704 March 7, 2027 March 7, 2027 Yes

TOTAL

147,379 €4,390,256

(1) The value is the IFRS value of the PS at the time they were granted, as calculated by WTW, and takes account of the probability of presence in the Group at the end of the

vesting period, but before taking into account the spread of the charge during the vesting period.

(2) The share transfer is subject to the attainment of the performance conditions on the third anniversary of the grant.

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Details of Performance Shares available (vested) during 2024 for Management Board members who were

members at the date of vesting (table 7 of AMF/Afep-Medef recommendations)

MB members PS plan

Number of PS granted

(adjusted)

Achievement of

performance condition

Number of PS vested

during the 2024

financial year

Mr Jean-Marie Tritant

CEO

PS Plan 2021 17,124 55% 9,419

PS Plan 2022

PS Plan 2023

PS Plan 2024

Mr Fabrice Mouchel

CFO

PS Plan 2021 12,844 55% 7,065

PS Plan 2022

PS Plan 2023

PS Plan 2024

Mr Sylvain Montcouquiol

CRSO

PS Plan 2021 4,967 55% 2,732

PS Plan 2022

PS Plan 2023

PS Plan 2024

Mr Vincent Rouget

CSIO

PS Plan 2021

PS Plan 2022

PS Plan 2023

PS Plan 2024

Ms Anne-Sophie Sancerre

CCRO

PS Plan 2021 5,138 55% 2,826

PS Plan 2022

PS Plan 2023

PS Plan 2024

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Performance Shares vesting in 2024 – 2021 Performance Share plan – Performance assessment

The 2021 PS vesting calculation is presented below. The same calculation applies to determine what proportion of the 2021 SO became available for

exercise in 202

Performance

measure Description Weight Target

Achieved Score

Comments

AREPS

2021–2023

AREPS vs. compounded

guidance given to shareholders.

30% vesting at the "low" point

(no vesting below), full vesting at

the "high" point, capped above.

Vesting calculated on a straight-

line basis between these 2

points.

45%

 

100%

The compounded AREPS over 3

years exceeds the compounded

top of the guidances provided.

The AREPS measure is fully

achieved.

Guidance Low High Actual

2023 €9.30 €9.50 €9.62

2022 €8.20 €8.40 €9.31

2021 €5.35 €7.20 €6.91

Total €22.85 €25.10 €25.84

 

TSR vs.

Reference

Index

URW TSR evolution compared to

the Reference Index.

45%

Outperformance of Reference Index

(measured at 132.4% for the period

May 18, 2021 – May 18, 2024, on a

90-day average basis)

109.7% 0%

TSR performance below index,

therefore the measure is not

achieved.

ESG Rating URW ranking vs. sector peers by

ISS-ESG. 5%

PRIME rating each of the 3 years of

the performance period (prorated for

less than 3 years achieved)

Yes

(3 years

out of 3)

100%

PRIME rating achieved in 2021,

2022 and 2023.

ESG Goal Achievement rate of the Better

Places 2030 Group-wide, as

assessed by the Supervisory

Board.

Achieve Better Places roadmap

during the 2021–2023 period

Yes 100%

The Better Places agenda

2021–2023 was assessed as fully

achieved by the Supervisory

Board.

TOTAL  100%   55% 

Information about the Performance Stock Options on December 31, 2024 (table 8 of AMF/Afep-Medef

recommendations)

Plans SO Plan 2018 SO Plan 2019 SO Plan 2020 SO Plan 2021 SO Plan 2022 SO Plan 2023

SO Plan 2024

Date of AGM authorisation April 25, 2017 May 17, 2018 May 17, 2019 May 12, 2021 May 12, 2021 May 11, 2022 May 11, 2022

Date of grant March 5, 2018 March 19, 2019 March 21, 2020 May 18, 2021 March 8, 2022 March 13, 2023 March 7, 2024

Total number of SO granted (adjusted

after May 16, 2024, equity distribution)

649,255 771,054 884,966 966,432 1,168,028 844,450 521,758

Effective grant as a % of the fully diluted

(1)

0.62% 0.53% 0.62% 0.66% 0.79% 0.59% 0.35%

Effective grant to the MB members

(2)

as a

% of the fully diluted shares

(1)

0.15% 0.05% 0.07% 0.09% 0.16% 0.15% 0.10%

To MB members

(2)

: 155,532 71,791 101,352 133,515 241,535 209,090 147,379

Mr Jean-Marie Tritant 26,265 n/a n/a 43,775 72,100 72,100 40,938

Mr Fabrice Mouchel 17,510 n/a n/a 32,832 54,075 54,075 30,704

Mr Sylvain Montcouquiol n/a n/a n/a n/a 28,840 36,050 20,470

Mr Vincent Rouget n/a n/a n/a n/a n/a n/a 30,704

Ms Anne-Sophie Sancerre n/a n/a n/a n/a n/a n/a 24,563

End of vesting period (at the opening of

the trading day)

(3)(4)

March 6, 2022 March 20, 2022 March 22, 2023 May 20, 2024 March 10, 2025 March 13, 2026 March 7, 2027

Expiry date (at the end of the trading

day)

(3)(4)

March 5, 2025 March 19, 2027 March 21, 2028 May 18, 2029 March 8, 2030 March 13, 2031 March 7, 2032

Strike price (€) 184.55 140.33 89.34 67.38 64.73 57.26 67.31

Exercise terms and conditions

See Section

2.3.4

See Section

2.3.4

See Section

2.3.4

See Section

2.3.4

See Section

2.3.4

See Section

2.3.4

See Section

2.3.4

Number of SO subscribed 0 0 0 59,150 – – –

Number of SO cancelled 317,575 334,692 636,662 543,827 189,992 59,904 5,703

OUTSTANDING STOCK OPTIONS

331,680 436,362 248,304 363,455 978,036 784,546 516,055

n/a means that the participant was not a MB member at the time of the grant.

(1) On the basis of the fully diluted shares as at December 31, year N-1.

(2) For MB members at the grant date.

(3) Provided that the performance and presence conditions are met.

(4) Indicative dates which must be adjusted to take into account non-business days.

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Information about Performance Shares on December 31, 2024 (table 9 of Afep-Medef recommendations)

Plans PS Plan 2021 PS Plan 2022 PS Plan 2023

PS Plan 2024

Date of AGM authorisation May 12, 2021 May 12, 2021 May 11, 2022 May 11, 2022

Date of grant May 18, 2021 March 8, 2022 March 13, 2023 March 7, 2024

Total number of PS granted 371,846 808,872 589,758 521,758

To Management Board members

(1)

: 52,230 160,487 139,368 147,379

Mr Jean-Marie Tritant 17,124 47,906 48,058 40,938

Mr Fabrice Mouchel 12,844 35,930 36,043 30,704

Mr Sylvain Montcouquiol n/a 19,163 24,029 20,470

Mr Vincent Rouget n/a n/a n/a 30,704

Ms Anne-Sophie Sancerre n/a n/a n/a 24,563

Starting date of the vesting period May 18, 2021 March 8, 2022 March 13, 2023 March 7, 2024

Vesting date and if any starting date of the holding period

(2)

for French tax residents

(3)

May 20, 2024 March 10, 2025 March 13, 2026 March 7, 2027

for non-French tax residents May 20, 2024 March 10, 2025 March 13, 2026 March 7, 2024

End of holding period (at the end of the trading day)

(2)

for French tax residents

(3)

n/a n/a n/a n/a

for non-French tax residents

(3)

n/a n/a n/a n/a

Performance conditions Yes Yes Yes Yes

Number of PS vested (unavailable) – – – –

Number of PS vested (available) – – – –

Number of cancelled/expired PS 68,726 77,283 5,411 3,735

OUTSTANDING PERFORMANCE SHARES (UNVESTED) 303,120 731,589 584,347 516,347

n/a means that the participant was not an MB member at the date of grant.

(1) For MB members at grant date.

(2) Provided that the performance and presence conditions are met.

(3) Holding period is no longer applicable to French tax residents since 2019 grant.

Information required by the AMF on the situation of Management Board members on December 31, 2024

(table 11 of AMF recommendations)

MB members End of mandate

Employment

contract

Supplementary

contribution

scheme

Additional defined

benefits pension

scheme (“retraite

chapeau”)

Contractual

severance

package

Contractual non-

compete indemnity

Mr Jean-Marie Tritant, CEO AGM 2025 No Yes No No

(1)

Mr Fabrice Mouchel, CFO AGM 2025 No Yes No No

(1)

Mr Sylvain Montcouquiol, CRSO AGM 2026 Suspended Yes No No No

Mr Vincent Rouget, CSIO AGM 2027 No Yes No No

(1)

Ms Anne-Sophie Sancerre, CCRO

AGM 2027 No Yes No No

(1)

(1) As the CEO, the CFO, the CSIO and the CCRO have no employment contract, a severance package and, if needed, a non-compete indemnity can be decided by the Supervisory

Board, according to the Remuneration Policy approved at the 2024 AGM.

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2.3.3.2 Supervisory Board members remuneration 2023/2024

Remuneration of the Supervisory Board members for 2023 and 2024 financial years

(table 3 of Afep-Medef recommendations)

SB members

Financial year

2023

(1)

Financial year

2024

(1)

Granted and paid

Mr Léon Bressler, SB Chairman until May 11, 2023 €1 n/a

Mr Jacques Richier, SB Chairman since May 11, 2023 €237,005 €374,500

Ms Julie Avrane, SB and AC member €99,000 €99,000

Ms Cécile Cabanis, SB Vice-Chair and AC Chair €136,500 €120,500

Mr Michel Dessolain, SB and AC member €106,500 €109,000

Ms Susana Gallardo, SB and GNRC member €102,444 €112,500

Ms Dagmar Kollmann, SB and GNRC member €106,500 €109,500

Mr John McFarlane, SB and AC member until May 11, 2023 €48,937 n/a

Mr Roderick Munsters, SB member and GNRC Chairman €128,000 €132,000

Mr Xavier Niel

(2)

, SB and GNRC member until October 4, 2024 €1 €1

Mr Michaël Boukobza

(2)

, SB and GNRC member since October 4, 2024 n/a €1

Ms Aline Sylla-Walbaum, SB and GNRC member €90,201 €102,500

Ms Sara Lucas, SB and AC member since May 11, 2023 €55,536 €99,000

TOTAL €1,110,625 €1,258,502

Percentage used of the annual envelope approved by the AGM

69.4% 78.7%

(1) Including the out-of-country indemnities, if any, and before withholding tax.

(2) Upon their own request, the total remuneration to be paid to Mr Xavier Niel and Mr Michaël Boukobza (including any committee, ad hoc compensation and out-of-country

indemnities), shall be 1 symbolic euro per year.

2.3.3.3 Share and LTI holdings (Article 15 of Appendix 1 of regulation EC 980/2019)

The table below summarises the share ownership of MB members on December 31, 2024 (including shares held within the Company savings fund).

MB members

Stapled Shares

owned

(1)

SO non-exercised

PS subject to

vesting period

Mr Jean-Marie Tritant 68,482 322,747 136,902

Mr Fabrice Mouchel 50,181 231,427 102,677

Mr Sylvain Montcouquiol 21,090 122,785 63,662

Mr Vincent Rouget 47,116 30,704 30,704

Ms Anne-Sophie Sancerre

17,824 93,997 45,198

(1) Including the Stapled Shares equivalent to the number of units held in the Company Savings Plan.

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2.3.3.4 Top 10 Performance Stock Options and Performance Share grants and exercises

(table 9 of AMF recommendations)

Top 10 Performance Stock Option grants/exercises in 2024 (Article L. 225-184 Of the FrenchCommercial

Code)

Top 10 of SO

grants in 2024

(1)

Top 10 SO exercises

in 2024

(1)

Number of granted SO/subscribed options

(2)

80,252 34,514

Weighted average price €67.31

LTI Plan 2020

LTI Plan 2021

LTI Plan 2022

LTI Plan 2023

LTI Plan 2024

80,252

(1) Excluding MB members.

(2) The number of top grants may exceed 10 in the event that several participants have received the equal number of SO. Each year the option holders list may vary.

Top 10 Performance Share grants/available in 2024 (Article L. 225-197-4 of the French Commercial Code)

Top 10 of PS

grants in 2024

(1)(2)

Top 10 PS being

definitively

available in 2024

(1)(2)

Number of PS granted/available

80,252 36,813

(1) Excluding executives who were MB members at the date of the grant.

(2) The number of top grants may exceed 10 in the event that several participants have received the equal number of PS. Each year the option holders list may vary.

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2.3.4 Performance Stock Options,

Performance and Retention Share

plans and employee shareholding

The LTI equity compensation is an essential part of the Group’s

Remuneration Policy. It is a significant retention tool designed to

strengthen the loyalty and engagement of participants in the Group’s

performance while aligning their interests with long-term value

creation objectives of the Group and its shareholders.

As from 2023, the LTI is made up of 3 equity compensation instruments:

SO and PS, both subject to performance and presence conditions for all

participants, as well as RS only subject to presence condition.

While PS and SO are allocated to employees and MB members in

recognition of exemplary performance, for key roles within the Group

and for their long-term contribution to the Group’s performance, RS are

exclusively granted to employees below MB and Executive Committee

levels, to help with the retention of our top talents and high potentials at

middle to senior management levels. The introduction of RS was made

possible by resolution 23 at the 2022 AGM, whereby shares with only a

presence condition can be granted as long as more than 50% of all

shares granted remain subject to performance conditions. This

resolution was approved by 94.7% of shareholder votes.

The SB determines each year the threshold below which only RS are

granted and the ratio of SO and PS above this threshold. Grants are not

automatic in number nor frequency. They vary from year to year, both in

terms of participants and of instruments allocated. In 2024, there were

557 LTI participants, i.e. c. 23% of the Group employees.

In accordance with the Afep-Medef Code, the holding and equity

investment obligations applicable to MB members are described in

Section 2.3.1.1.

2.3.4.1 Performance Stock Options, and

Performance and Retention Share

plans

Authorisation prior to the General Meeting of

shareholders

The General Meeting of shareholders authorises the MB to allocate SO,

PS and RS and sets out the following principles:

• An authorisation period limited to 38 months;

• A maximum envelope strictly limiting the potential dilutive effect;

• A maximum percentage of grant for the CEO;

• A maximum percentage of grant for the MB members;

• The obligation to provide presence and performance conditions; and

• The obligation to provide a reference period for the determination of

performance condition(s).

Determination by the Supervisory Board

On an annual basis, the SB, upon recommendation of the GNRC:

• Determines the overall envelope of SO, PS and RS to be granted,

taking into account the thresholds set by the General Meeting, the

potential dilutive effect for shareholders and the financial cost of the

grant to the Group;

• Sets the number of SO and PS granted to each MB member; and

• Sets the share retention and investment obligations for MB members.

Implementation by the Management Board

The MB determines the terms and conditions for grant of the plans, and

specifically:

• The list of employee participants and their grant size, within the

envelope determined by the SB;

• The terms and conditions of the plan, in particular the presence

conditions;

• The performance conditions for the SO and PS; and

• The SO subscription price at grant is not discounted, in line with the

rules set out in the French Commercial Code.

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2.3.4.2 General conditions applicable to

grants of Performance Stock

Options, Performance Shares and

Retention Shares to employees

and Management Board members

The SO and PS plans are based on the following principles:

• A stable and consistent grant period to avoid any windfall effect.

Pursuant to Article L. 22-10-58 and L. 225-177 of the French

Commercial Code, no grant may be made:

- Less than 20 trading days after (i) the detachment of the shares

from a coupon giving entitlement to a dividend or (ii) a capital

increase;

- Within 10 trading days preceding or following the date on which the

consolidated financial statements or the annual financial

statements are made public; and

- Within the period between the date on which corporate bodies

become aware of inside information and the date on which this

information is made public;

• No discount on the strike price of the SO is allowed;

• A presence condition at exercise of SO and delivery of PS and RS;

• Stringent performance conditions, calculated over a long period

(minimum 3 years), directly linked to the Group’s performance and

long-term strategy;

• A cap on the grants to the CEO and to each MB member; and

• A cap on the overall grant to restrict the potential dilutive effect and

the financial cost to the Group.

Current authorisations – potential dilutive effect

• SO current authorisation: the authorisation of the General Meeting

in force for the 2024 SO plan was granted on May 11, 2022

(resolution28);

• PS and RS current authorisation: the authorisation of the General

Meeting in force for the 2024 PS plan was granted on May 11, 2022

(resolution 29);

• Overall potential dilutive effect: the total number of (i) SO granted

but not yet exercised; (ii) PS and RS granted but not yet vested; and (iii)

SO, PS and RS that may be granted under the unused part of the

envelopes still in force, cannot give rise to a number of shares

exceeding 6% of the fully diluted share capital.

The potential dilutive effect of these instruments remains therefore

limited and managed by the Group. If all the required performance

conditions were met over the specified period and no cancellations were

to occur during the course of the plan, all the non-vested PS and RS and

non-exercised SO would amount to 3.65% of the fully diluted capital as

at December 31, 2024.

Presence condition

The SO and the PS may only vest for those participants who are present

just prior to exercise or vesting. However, they would remain valid in the

event of (i) retirement; (ii) termination of activity due to death or

disability (Categories 2 or 3 as provided for in Article L. 341-4 of the

French Social Security Code or equivalent under the applicable local

regulations); or (iii) explicit and justified MB or SB decision in exceptional

circumstances.

Performance condition

The SB ensures that the LTI promotes overall performance and does

not encourage excessive risk taking. Measuring and taking into account

the performance of the Group over the long-term to align shareholders’

interests with those of the participants, be they employees or MB

member

(1)

. The SO and the PS have a single test of all their performance

conditions at the end of the 3-year performance period.

Each year, the regular LTI granted to the MB member complies with the

Remuneration Policy applicable since January 1 and approved by the

shareholders at the AGM of the corresponding year. Should the

Remuneration Policy not be approved, the grant would be maintained

but it shall be amended to comply with the last Remuneration Policy

approved by the shareholders.

(1) For more details on the performance conditions applicable to MB members, please refer to the 2022 Remuneration Policy described in section

2.3.1.1.

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2.3.4.3 Transactions of corporate officers on Group shares (Article 223-26 of the AMF

general regulation)

Name Date Nature of transaction Number Unit price

Management Board members

Mr Jean Marie Tritant

Chief Executive Officer

20/05/2024 Performance Shares definitively vested 9,419 €79.68

30/04/2024 Subscription of units of the Company Savings Plan 2,055 €48.66

Mr Fabrice Mouchel

Chief Financial Officer

20/05/2024 Performance Shares definitively vested 7,065 €79.68

30/04/2024 Subscription of units of the Company Savings Plan 2,055 €48.66

23/05/2024 Subscription of units of the Company Savings Plan 39 €79.00

Mr Sylvain Montcouquiol

Chief Resources and Sustainability

Officer

20/05/2024 Performance Shares definitively vested 2,732 €79.68

30/04/2024 Subscription of units of the Company Savings Plan 2,055 €48.66

Mr Vincent Rouget

Chief Strategy and Investment Officer

20/05/2024 Performance Shares definitively vested n/a

30/04/2024 Subscription of units of the Company Savings Plan 2,055 €48.66

Ms Anne-Sophie Sancerre

Chief Customer and Retail Officer

20/05/2024 Performance Shares definitively vested 2,826 €79.68

30/04/2024 Subscription of units of the Company Savings Plan 2,076 €48.66

Supervisory Board members

Mr Michel Dessolain

(1)

Supervisory Board member

20/05/2024 Performance Shares definitively vested 6,132 €79.68

Executive Committee members

Mr Bruno Donjon

Executive Committee member

20/05/2024 Performance Shares definitively vested 2,732 €79.68

30/04/2024 Subscription of units of the Company Savings Plan 505 €48.66

23/05/2024 Subscription of units of the Company Savings Plan 22 €79.00

Mr Jurn Hoeksema

Executive Committee member

20/05/2024 Performance Shares definitively vested 2,826 €79.68

20-21/05/2024 Sale of shares 8,692

05/11/2024 Sale of shares 1,803

Ms Christi Karandikar

Executive Committee member

20/05/2024 Performance Shares definitively vested 1,871 €79.68

20/05/2024 Sale of shares 146

Mr Dominic Lowe

Executive Committee member

20/05/2024 Performance Shares definitively vested 5,829 €79.68

20/05/2024 Sale of shares 2,184

Mr Scott Parsons

Executive Committee member

20/05/2024 Performance Shares definitively vested 3,705 €79.68

20/05/2024 Sale of shares 13,176

Mr Jakub Skawrlo

Executive Committee member

20/05/2024 Performance Shares definitively vested 1,199 €79.68

20/05/2024 Sale of shares 402

Mr David Zeitoun

Executive Committee member

20/05/2024 Performance Shares definitively vested 3,109 €79.68

30/04/2024 Subscription of units of the Company Savings Plan 546 €48.66

Subscription of units of the Company Savings Plan 20 €79.00

(1) Mr Michel Dessolain was a member of the Executive Committee before his appointment as member of the SB of URW SE during the General Meeting of May 11, 2022.

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2.4 Ethics and compliance within

the URW Group

2.4.1 Ethics and compliance: a daily and

essential requirement

Unibail-Rodamco-Westfield (“URW”), through its Code of Ethics

updated in December2023, is committed to strong ethical core values

when it comes to how we conduct our day-to-day business in an ethical,

transparent and fair manner. The Group has a “zero tolerance” principle

against all forms of unethical practices, such as inappropriate,

disrespectful or unlawful behaviour, harassment, discrimination,

corruption, bribery, influence peddling and human rights violations. The

Group’s compliance policies and procedures are founded on a risk-

based approach, in line with the industry and operational compliance

risks. Procedures are put in place to guide our employees in the

implementation of the policies.

At URW, every employee is an ambassador of ethics and compliance

values and rules.

The promotion of compliance awareness through “tone from the top”

approach followed by the senior leadership is an acknowledgement of

the important role of ethics and compliance in the Group business and

to the collective commitment to do the right thing.

2.4.2 Compliance governance framework

URW has put in place a robust Compliance Programme with a

well- defined compliance framework to ensure good governance. The

Group, through its current compliance framework, ensures that local

regulatory requirements are respected.

The Group Ethic and Compliance Committee at Group level is

monitoring compliance with laws and policies to effectively assess and

remediate any lack of efficiency or gaps in the Compliance Program, in

collaboration with Local Compliance Correspondents (“LCCs”).

Management and Supervisory Boards of

URW SE

The Management Board (“MB”) of Unibail-Rodamco-Westfield SE

(“URW SE”) is responsible, under the supervision of the Supervisory

Board (“SB”), for compliance with all laws and regulations applicable to

the Group. Promoting compliance awareness from the top on a

recurring basis is one of the MB and Group Compliance Officer (“GCO”)’s

responsibility in line with the compliance framework. The GCO reports

all material compliance breaches to the SB. The Annual Compliance

Report and, if any, dedicated incident reports related to compliance

matters, are brought to the attention of the SB fordiscussion.

2.4.3 Compliance organisational

framework

Group Ethic & Compliance Committee

The Group Ethic Compliance Committee is composed of 4 members,

including the Chief Resources & Sustainability Officer(“CRSO”)

(Chairman), the Group General Counsel, the GCO and the Chief Financial

Officer (“CFO”).

The Group Ethic Compliance Committee’s main responsibilities are:

• Hearing and reviewing the Annual Compliance Report prepared by

the GCO;

• Making recommendations on compliance due diligences presented

by the GCO or the Compliance Officer of URW NV (“CO URW NV”) on

the business ethics environment in case of potential new

marketentry;

• Periodically reviewing the adequacy and effectiveness of the Group’s

Anti-Corruption Program (“ACP”) with the Group General Counsel,

the GCO, the LCCs (EU platform) and the CO URW NV (US platform)

and suggesting possible improvement;

• Participating in the crisis management in case of a material

compliance breach; and

• Making recommendations or taking any decision related to any

compliance-related matters, including internal promotion of

compliance.

Group General Counsel

Within URW, the following compliance matters fall under the scope of

the Group General Counsel:

• Identifying and advising the MB of URW SE and the Governance,

Nomination and Remuneration Committee(“GNRC”) on (emerging)

corporate governance issues or significant developments in the law

and/or corporate governance practices; and

• Supervising the Group’s regulatory compliance, in interaction with

the GCO.

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Group Ethic & Compliance Officer

The GCO is appointed by the SB of URW SE upon recommendation of

the Chief Executive Officer (“CEO”). To ensure full independence, the

GCO reports to the CEO and the Chairman of the SB. The GCO is

responsible for compliance matters for the entire Group. The GCO is

directly responsible for the EU platform and through supervision for the

US platform, in collaboration with the CO URW NV. The GCO’s scope of

responsibility includes:

• Designing and monitoring the implementation of the Compliance

Programme(including the Code of Ethics, ACP, Anti-Money

Laundering Policy, the Insider Trading Procedure and whistleblowing

policy);

• Promoting compliance awareness for all employees and managers,

as well as for the MB and SB, through classroom trainings, e-learning

courses and information sessions;

• Maintaining and updating the Group’s anti-corruption risk mapping;

• Investigating possible compliance breaches, including breaches

reported through the URW Integrity Line, the Group’s whistleblowing

platform;

• Regularly reporting to the Group Ethic Compliance Committee

whether the Group complies with applicable laws and regulations;

• Ensuring effective implementation of Group Ethic Compliance

Committee’s decision/recommendation and reporting any

deviations;and

• Issuing and presenting the Annual Compliance Report to the MB

andSB.

In addition to dedicated resources and budgets, the GCO and the CO

URW NV have support from a Group & Compliance Manager and an LCC

network to fulfil their tasks. They may also request support and/or input

from any department, notably the Group Legal department, as well as

from external advisors.

Compliance Officer URW NV

The CO URW NV supports the GCO in implementing and monitoring the

Compliance Programme (including the ACP) within the US platform.

The CO URW NV provides particular support in the implementation of

the “Know Your Partner” (“KYP”) procedure (third-party due diligence).

In order to fulfil his/her tasks, the CO URW NV may request support,

advice and/or input from the US General Counsel.

Local Compliance Correspondents

Network

The network of LCCs exists to locally promote compliance awareness in

the different regions where the Group conducts business as well as to

monitor and provide support for the local implementation of the

compliance procedures. The LCC provides first-level compliance advice

at local level to URW staff, reports any (potential) compliance breach or

issue to the GCO and makes appropriate suggestions to improve

compliance policies and procedures. The LCC network is also

responsible for conducting trainings to exposed employees, as well as

general training for employees in their region on all compliance topics.

2.4.4 Compliance programme

Code of Ethics

The Code of Ethics describes values and principles that every employee

of the Group must observe in the course of their work. In December this

year, to ensure URW’s values and principles remain aligned with URW

latest commitments, we have updated the Code of Ethics, specifically

the sections concerning human rights, diversity, equity and inclusion.

We have also added a section on social responsibility, to reflect the

evolution of our sustainable ambition, further embedding our

sustainability objectives at the core of our operations and development.

The Code of Ethics also promotes the values of integrity and

transparency in the day-to-day activities entailing a strict prohibition on

the offering or receiving of illegal sums and requiring employees to

comply with applicable laws and regulations. The code serves as a clear

reminder to URW employees on the “zero tolerance” principle applied

to any unethical behaviour.

An annual training campaign (e-learning) is organised to raise

awareness among employees of the Group’s ethical principles and the

main compliance risks.

The Code of Ethics can be found at

www.urw.com/en/group/corporate-governance/code-of-ethics.

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 Group 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 Group operates (https://urw.integrityline.org/). The

whistleblowing platform allows anonymous reporting and ensures

strict confidentiality of the identity of the reporter. The Group policy is to

guarantee to not discipline, discriminate or retaliate against any

employee or other person who reports information related to a violation.

The GCO and the CO URW NV (for the US platform) investigate reported

incidents, but the MB is ultimately responsible for taking the

appropriate actions. The GCO and the CO URW NV may also seek

assistance of the LCC when investigating.

2.4.5 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, notably. 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 of URW

strictly enforces the Group’s zero-tolerance principle regarding

violations of the ACP.

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Risk mapping

The Group’s corruption risk mapping points out potential corruption

risks and consists of several criteria related to the Group’s location and

operations. The main risk areas are sponsorships/donations,

investment/ divestment, development and procurement processes. The

corruption risk mapping was assessed in 2022 by an external

consultancy firm and updated to better comply with the requirements

set out by the French Sapin II Law. The methodology applied to update

the risk mapping is documented and included interviews at corporate

and local levels to validate and update potential risk scenarios related

to corruption, bribery and influence peddling. Each scenario identified is

duly assessed locally and is mitigated by an internal control measure or

subjected to an action plan when necessary. The Group corruption risk

mapping will be updated in 2025.

Internal alert system

The Group has an externally-based whistleblowing platform (the URW

Integrity Line), which enables all staff as well as contractors to

confidentially, and anonymously, report incidents to the GCO and the

CO URW NV (for the US platform). The whistleblowing procedure and

platform are accessible at https://urw.integrityline.org/.

Third-party due diligence

The Group has a KYP procedure, which consists of a tailor-made due

diligence in line with operational, legal and reputational risks identified

during the map out of risks. The KYP process is used to assess URW

business partners’ exposure to corruption and sanctions before

entering into any contractual relationships.

In 2024, the Group updated its third-party assessment tool. This update

now enables automated evaluation on ultimate beneficial owners.

Pursuant to the KYP process and the onboarding of third parties, the

Group ensures that a compliance clause covering anti-corruption

provisions is inserted in their contracts. The compliance clause in

contracts serves as a reminder to the third parties of URW’s

commitment to compliance and ethics.

Accounting checks

The Group has a collective decision-making process regarding

investment, divestment and procurement. The Group applies a “4 eyes”

principle when processing invoices and staff expenses reimbursement,

meaning that the person approving the purchase order is different from

the person approving the invoice.

There is also a segregation of duties in the payment process. Manual

entries in accounting are systematically reviewed by the chief

accountant and accounts are reviewed by statutory auditors.

Training

To raise awareness and entrench the compliance culture within the

Group, employees are required to participate in an annual mandatory

e-training, covering ethics and compliance topics such as the prevention

of corruption and influence peddling (“URW ACP”). As of December 31,

2024, 84% of URW staff has completed the online training.

Occasional actions, notably in the form of educational communications,

enable the compliance team to raise employee awareness throughout

the year.

In addition to the online training, most exposed departments identified in

the URW corruption risk mapping (Investment, Development, Public

Affairs, and Procurement) are required to attend classroom training.

Several training sessions were held throughout the Group and hosted by

the LCC in local languages.

Disciplinary actions

Disciplinary actions may be taken against employees of URW in cases of

proven corruption, bribery or breaches of the ACP, based on the Group’s

zero tolerance principle and in line with local applicable laws.

ACP assessment

To ensure compliance with the ACP and constant improvement, the

ACP is part of the scope of the Internal Audit department which

performs regular review of the correct application of the KYP

procedure.

Gifts and entertainment

The Gift and Entertainment Policy states that hospitality, promotional

or other business expenditures — whether received or given—must be

in forms other than cash or cash equivalents.They must be reasonable

in value, infrequent, compliant with local laws, and directly related to

promoting the Group's assets, know-how, products, or services,

executing a contract, or fostering business relationships outside of any

tendering phase or within the framework of the Group's sustainability

policy. Such expenditures must be approved as necessary, accurately

recorded in accounting, and not intended for corrupt purposes or to

receive anything in return.

All these rules are set out in the Group’s “URW Gifts and Entertainment”

policy for all employees.

Sponsoring and charitable contributions

Donations to charities, non-profit initiatives or social projects comprise

a risk of having funds or assets of value being diverted for the personal

use or benefit of a public official or a private party. Particular caution

needs to be observed if a potential contribution is directed towards a

company having an affiliation with a public official. Any contributions

above €/$/£15,000 must be pre-validated by the Group CRSO for

European operations or by the Chief Operating Officer US for US

Operations. An annual list of all the Group’s sponsoring and charitable

contributions is kept and followed-up at Group level.

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2.4.6 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

depending on the risk profile of the third party. 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 in case of

redflag.

2.4.7 Personal data protection

URW Group collects data than could potentially have higher market

value than similar data in other industries. Moreover, personal 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 continuous improving its Personal Data

Protection Compliance Programme since many years. This help to

strengthen its data market strategy. Nevertheless, quick and on-going

technological progress and the international scale of the Group make it

impossible to eliminate all risks despite measures implemented.

Sense of responsibility is essential and shall lead to guaranteeing

exemplarity in the daily management of personal data processing and

compliance with applicable national laws.

The 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.

2.4.7.1 A clear and efficient governance of

data protection

The years following the introduction of the General Data Protection

Regulation (2018) were years of consolidation and feedbacks used for

continuous improvement of those measures implemented, and

governance of the Group’s Compliance Programme on personal data.

Some decisions from European national authorities also brought some

clarification and reinforced the importance of keeping the Group’s

procedures up to date.

This active search for compliance, which represents a constantly

renewed challenge, is based on a clear managerial willingness directly

integrated into the various services of the Group. The Group shall

ensure compliance with its legal and regulatory obligations while

supporting marketing and commercial strategies, in order to offer even

more innovative services to its customers, partners and other

stakeholders.

The governance in place is based on different levels according to an

escalation principle. This governance is organised around:

• A Group Data Protection Officer (“DPO”) who:

- Leads a network of local data protection correspondents, or local

DPOs, in each continental european country where the Group is

present as well as in the UK. Each local correspondent (some of

whom have DPO status with local data protection entities) carries

out legal and operational monitoring for the country for which they

are responsible. All of the correspondents meet every 2 months in a

dedicated committee to share best market practices;

- Coordinates the Group’s data protection strategy with the Privacy

Counsel responsible for compliance with applicable privacy

regulations in US states where the Group operates, in particular

with the California Consumer Privacy Act;

- Monitors and ensures, with the support of corporate and local legal

departments and through the network of Local Data Protection

correspondents, the compliance with data protection regulation

and in particular European Regulation N°. 2016/679, the GDPR;

- Implements an inter-departmental approach that includes all the

teams potentially involved in personal data management and data

protection, in particular IT, Marketing and Digital, Legal and Human

Resources departments; and

- Reports in an annual report its actions, findings and

recommendations to the SB and its specialized committee (GNRC).

• The management, in project mode, of personal data questions,

allowing a “privacy by design” approach by the teams in charge of

projects or services likely to involve the collection or use of personal

data (IT, HR, marketing, brands, legal, etc.); and

• A Group Data Protection Committee composed of the Chief Customer

and Retail Officer, the Group General Counsel, the General Counsel

Continental Europe, Group Director of Marketing, Group Director of

Data, the Group IT Director, the Group DPO, and the Head of

Cybersecurity whose purpose is to ensure the proper application of

the Group strategy and policy relating to data protection, to review

the impact assessments of certain projects and the risks exposure of

the data collected, to manage and monitor any data breach, and to

adopt the risk management measures deemed appropriate. It may

welcome any other relevant member regarding what is at stake.

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2.4.7.2 Manage data protection on a daily

basis in a responsible manner

Mindful of its responsibilities in this area, the Group is committed to

ensuring effective protection and reasonable processing of the personal

data collected.

A daily thoroughness

URW Group continuously endeavours to improve its knowledge of tools

used and type of data processing. Such knowledge is used to implement

robust organisational measures at project management level.

This applies to new projects or activities that could potentially lead to

the processing of personal data, as well as for processing currently

underway. These processes aim to strengthen the analysis and

consideration of risks, particularly in terms of personal data security

and processing. Depending on the risks that a processing of personal

data could have on data subjects, URW could carry out different types of

analyse before implementing any processing. Formalising these

analyses enables the Group to meet the accountability principle. These

tools include:

• Data Protection Impact Assessments (“DPIA”). A DPIA is performed

when the processing of personal data is likely to give rise to a high risk

to the rights and freedoms of data subjects, it enables to analyse the

type of risk related to the project or activity involving personal data

and to recommend measures to mitigate or prevent a risk. The

process is also used to take the personal data protection into account

as of the design stage of an application or processing (“privacy by

design”). It can imply recommendations to minimise the amount of

data collected in light of the related purpose, defining appropriate

retention periods, presenting information notice or obtaining consent

where required, deploying data security and confidentiality

measures.

• Legitimate Interest Assessments (“LIA”). A LIA is carried out when

URW processes personal data on the basis of its legitimate interest.

As such, URW systematically balances and weights its own interest

against the fundamental rights and freedoms of the data subjects so

that the processing in question guarantees respect for the rights and

interests of individuals.

• Transfer Impact Assessments (“TIA”). A TIA is carried out whenever a

URW’s provider located outside the EEA process personal data on

URW’s behalf in order to ensure that the service provider in question

provides a sufficient and appropriate level of protection on the

personal data exported outside the EEA.

In addition, significant efforts are made in terms of awareness and

training on the management of personal data. Each employee receives

online GDPR mandatory training, and the most exposed departments

are provided with personalised face-to-face training.

The Group has set up an appropriate incident response procedure and a

procedure for managing data subject requests to exercise their rights

(access, rectification and opposition, right to data portability,

withdrawal of consent). URW Group has deployed an integrated

management tool enabling it to respond quickly and appropriately to

the requests of people exercising their rights in terms of personal data.

The Group has also settled a tool to digitalise records of

data- processing activities and data protection impact assessments

made. Implementation of the tool within all the countries is effective and

strengthen our accountability obligations regarding data protection.

This management also involves strengthening the Group’s

relationships with its partners, suppliers and providers so that they

engage in a compliance process. The Group aims to only use

subcontractors that provide guarantees as to their appropriate

technical and organisational measures to ensure that processing and

processing methods meet GDPR requirements and guarantee the

protection of the data subject’s rights.

A reasoned and controlled use of data protection

Beyond the establishment of an internal framework suitable for

ensuring compliance with regulations, the effective application of this

framework is subject to regular monitoring and internal audit missions

carried out by the Group’s dedicated teams.

Support an ever-changing legal context

Beyond the European Regulation on the Protection of Personal Data,

each member state of the European Union has interpreted the

provisions of the GDPR by the enactment of national standards and by

the jurisprudence developed by its national authorities (courts and local

data protection authorities). At the same time, the UK (following Brexit)

and some states in the US such as California, in which the Group

operates, have implemented their own regulations.

This multiplication of applicable standards and regulations, combined

with objectives or philosophies that may diverge, makes it increasingly

complex to monitor regulatory developments. This is one of URW’s

endeavours to take up this major challenge on a daily basis, in order to

maintain global compliance taking into account local specificities.

2.5 Report of the Supervisory

Board on corporate

governance

In accordance with Article L. 22-10-20 of the French Commercial Code,

at its meeting held on March 13, 2025, the SB agreed on the corporate

governance report (cf. Section 8.6.4), which will be submitted at the

next General Meeting, at the same time as the observations of the SB on

the MB report and the financial statements, it being specified that the

observations are presented in the convening notice of the 2025 General

Meeting.

2.5 Report of the Supervisory Board on corporate governance

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SUSTAINABILITY

3.1 Better Places roadmap 123

3.2 Sustainability Statement 135

3.2.1 General disclosures (ESRS 2) 135

3.2.2 Environmental information 175

3.2.3 Social information 242

3.2.4 Governance information – business conduct (ESRS G1) 271

3.2.5 Certification report on sustainability information and compliance with

ESRS disclosure requirements of Unibail-Rodamco-Westfield, for the

financial year ended December 31, 2024

278

3.3 Green financing of the Group activities 282

3.3.1 Sustainability-linked financing (loans, credit facilities and mortgage

financings)

282

3.3.2 Green financing (bonds) 282

3.4 Appendices 292

3.4.1 Additional information 292

3.4.2 Alignment with sustainability reporting standards and frameworks 299

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3.1 Better Places roadmap

Unibail-Rodamco-Westfield (“URW”) is committed to its role in the

environmental transition, creating unique, dynamic places that are a

catalyst for social, economic and environmental vitality. For more than

15 years, the Group has advanced ambitious sustainability

(1)

objectives,

starting with its first sustainability report in 2007, and accelerating in

2016 with the launch of Better Places 2030.

The Better Places roadmap, updated last year, is fully embedded within

the business, driving the Group forward in its commitment to

sustainable operations, as URW unlocks value as a partner to cities in

urban regeneration and retrofitting projects, as well as through the

mixed-use densification of its existing assets.

Better Places also leverages the Group’s unique position to act as a

catalyst for the evolution of the retail industry, setting ambitious targets

and bringing greater transparency to the environmental performance

of its shopping centres, while innovatively expanding their retail mix.

URW is creating opportunities and value for all of its stakeholders

through its impact, which is aligned with its vision to create sustainable

places that Reinvent Being Together.

The evolution of Better Places creates a robust science-based roadmap

which is a unique commitment to the impact URW can have on the

environmental transition of cities. With ambitious targets that cover its

entire value chain, the Company has made a step-change – leveraging

its historical reduction in carbon emissions to go even further and

accelerate even faster.

Better Places includes a net zero commitment that covers Scopes 1, 2

and 3, which has already been approved by the Science Based Targets

initiative (“SBTi”). URW was the first retail real estate company in the EU

and sixth CAC 40 company to obtain SBTi approval of net-zero

targets

(2)

. Better Places net-zero climate targets are in line with

Intergovernmental Panel on Climate Change ("IPCC") scientific

consensus. With the evolution of the Better Places roadmap, URW

expanded its environmental targets with a focus on biodiversity, water,

waste, climate adaptation and community impact.

Comprising 3 pillars – Environmental Transition, Sustainable

Experience and Thriving Communities – the plan is embedded across

the Group at an asset, portfolio and corporate level. It relies on a clear

governance and is being implemented with support from external

stakeholders and recognised key partners such as Good On You, Bureau

Veritas and WWF France.

Better Places propels URW forward on a truly transformative journey,

creating value for people, the Group’s partners and cities, and making

impactful progress towards our collective future.

URW’s sustainability commitments and performance have been

consistently recognised by third parties over time, positioning URW at

the forefront of the industry. The Group’s environmental, social and

governance (“ESG”) assessments by extra-financial rating agencies

were updated in 2024:

• GRESB: In 2024, the Group received a score of 92/100 (+2 points vs.

2023), securing the second-highest ranking of all European listed

retail real estate companies, with a "5 Star" rating, which recognises

entities with the highest performance levels in the GRESB

benchmark. URW also ranked among the top 20% rated entities

worldwide;

• URW was also highlighted as a global leader on corporate climate

action by global environmental impact non-profit CDP, achieving a

place on the CDP Climate Change A List for the seventh year in a

row;

• ISS ESG Corporate: URW reconfirmed its B rating and again

received Prime status;

• Sustainalytics: ESG Risk Rating of 4.1

(3)

(Negligible, the lowest

possible), which places the Group at the first rank of the Real Estate

Industry group and the REIT subindustry group, as well as at the first

rank in the global rated universe (15,000+ companies);

• MSCI ESG: In 2024, URW maintained the rating of AA (“Leader”) in

the MSCI ESG ratings assessment;

• Refinitiv: Combined ESG Score of A, positioned among leaders of the

Real Estate Sector;

• Corporate Knights: URW is included in the 2025 Global 100 ranking

as one of the 100 most sustainable corporations in the world;

• World Benchmarking Alliance’s 2024 Urban Benchmark: The

benchmark assesses 300 of the world's most influential urban

companies on their commitment to ensuring a safe, inclusive and

sustainable environment for all. For the first iteration of the

benchmark, URW ranked in the top 10 out of 300 rated entities; and

• Equileap: URW ranked in the Equileap Top 100 companies for

gender equality globally, as well as in the Top 10 companies in

France.

(1) The term “sustainability” used across the Sustainability Statement broadly refers to, but is not limited to, various topics such as environmental footprint (carbon emissions, energy,

water, waste, biodiversity, etc.), health, local communities, ethics and governance, human rights, gender equality, and dialogue with stakeholders.

(2) As per public information available on SBTi website at the time URW received net-zero certification.

(3) Result obtained in January 2025.

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In 2024, URW also features in a number of renowned ESG indices,

including:

• Euronext ESG indices, among which: World 120, Europe 120,

Eurozone 120, France 20, CAC 40 ESG, Euronext CDP Environment,

ESG Eurozone Biodiversity Leaders PAB Index, Euronext Europe SBT

1.5, Euronext Green Planet France, Euronext Equileap, and Gender

Equality Eurozone 100 indices (as confirmed in November 2024, for

more details please see Euronext’s website

(1)

);

• The list of “Top 10 Performers” of the CAC 40 Governance index

(since the creation of the index in 2017, confirmed in December 2024);

• The FTSE4Good Index series (since 2005, updated FTSE4Good Index

Review in July 2024);

• ECPI indices: ECPI EMU Ethical Equity, ECPI Euro ESG Equity, ECPI

Global ESG Gender Equality Index, and ECPI World ESG Equity

(confirmed as of November 2024); and

• MSCI indexes: MSCI Global Green Building Index, the MSCI Europe

Climate Action Index, and the MSCI World Paris-Aligned Climate

Index (confirmed in November 2024).

The scorecards below showcase URW’s progress in achieving the

targets set out in its Better Places roadmap. These scorecards provide a

comprehensive overview of our advancements across the three key

pillars:

• Environmental Transition: Highlighting the Group’s efforts to

reach net zero, enhance energy efficiency, and promote sustainable

resource management.

• Sustainable Experience: Demonstrating the Company’s

commitment to integrating sustainability into the customer journey,

from accompanying the transition of retailers to more sustainable

product offerings via the Sustainable Retail Index ("SRI") to green

building practices via the Better Places Certification.

• Thriving Communities: Reflecting URW’s initiatives to support

local communities, foster inclusivity, and create vibrant, resilient

spaces for all.

(1) https://live.euronext.com/fr/product/equities/fr0013326246-xpar#related-instruments

3.1 Better Places roadmap

Sustainability

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COMMITMENTS KEY TARGETS

Contribute to global carbon

neutrality, with SBTi-

approved net-zero targets

on Scopes 1 and 2 by 2030

and Scopes 1, 2 and 3 from

2050 onward, with a clear

priority towards reduction of

our GHG emissions.

NET-ZERO TARGETS 2023 2024 PROGRESS

-90% GHG emissions reduction by 2030 (Scopes 1 and 2)

(1)

-81.1% -84.9%

-50% GHG emissions reduction by 2030 (Scopes 1, 2

and3)

(1)

-39.3%

(4)

-42.2%

-90% GHG emissions reduction by 2050 (Scopes 1, 2 and 3)

-50% energy-intensity reduction by 2030

(2)

-30.1% -37.0%

Develop on-site renewable energy with a 50 MWp plan

for EU by 2030

13.8 MWp 17.9 MWp

RESIDUAL EMISSIONS NEUTRALISATION

Develop nature protection and restoration projects to

neutralise residual emissions on Scopes 1 and 2 by 2030

(3)

Commitments in protection and restoration

projects have been made by the Group in 2023.

First carbon removals expected in 2025/2026

(1) In absolute value, from a 2015 baseline.

(2) In kWh/sqm of the energy consumption for common areas and common equipment's divided by the total area served with energy from a 2015 baseline.

(3) Residual emissions are GHG emissions that remain unabated at the end of reduction plan.

(4) GHG emissions for the year 2023 have been updated in 2024 on the category visitor's transportation.

Performance Progress

Achieved

In progress

Not achieved

Not started

Scorecard

Environmental Transition

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COMMITMENTS

KEY TARGETS

Operate an efficient and

resilient portfolio that

minimises negative impact on

resources and on its

environment.

WASTE 2023 2024 PROGRESS

Zero waste to landfill by 2025

(1)

24.7%

22.9% (Group)

3.3% (EU)

65.8% (US)

Engage tenants to reduce waste by -15% by 2030

(2)

-5.0% -8.1%

Reach 70% recycling rate by 2030

44.4% -47.2%

WATER

100% of assets in water stressed areas to implement

water reuse solutions by 2025, and 100% of our portfolio

by 2030

(3)(4)

N/A

36.4%

19.4%

Reduce water consumption intensity by -20% per

footfall by 2030

(5)

-12.6% -15.0%

BIODIVERSITY

100% of our portfolio implements renaturation

projects by 2030

(6)

N/A

Renaturation

guidelines have been

defined in 2024.

Implementation of

renaturation projects

is planned for 2026

CLIMATE RISK

100% of exposed assets implement risk mitigation

measures by 2030

(7)

N/A

100% of assets have

evaluated their

exposure and have a

global crisis

management

framework in place.

Mitigation measures

to be implemented

starting 2025

(1) URW has set the objective of achieving zero waste to landfill by 2025. While the Group is on track to meet this target in Europe, the Group anticipates that achieving

this goal in the US will take additional time, with a revised plan currently being designed for the US context. This adjustment reflects the unique challenges and

regulatory landscape in the US on this topic.

(2) From a 2019 reference, including waste from common and private areas of the shopping centres, like-for-like.

(3) Appliance or management solution within the shopping centre that allow to limit water consumption from the public network through the reuse of water and/or use

of grey/rain water.

(4) Water stressed areas as defined by the WWF in the Water risk filter with the KPI Water scarcity risk.

(5) In L/visit from a 2019 baseline.

(6) Renaturation projects are defined as any project related to the improvement of biodiversity and biophilia in and outside the shopping centres.

(7) Exposed assets are defined following a group study identifying the exposure of our assets to climate risks and their materiality for URW.

Performance Progress

Achieved

In progress

Not achieved

Not started

Scorecard

Environmental Transition

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COMMITMENTS

KEY TARGETS

Accelerate urban

regeneration by designing and

retrofitting low-carbon,

connected and inclusive urban

places.

DEVELOPMENT 2023 2024 PROGRESS

-35% GHG emissions reduction related to

construction

(1)

-8.2% (EU)

-6.8% (US)

-10.1% (EU)

-6.8% (US)

100% of our major development projects to be

certified at least BREEAM Excellent (or equivalent)

(2)

80% 83%

Achieve biodiversity net gain for all our

development projects

(3)

100% 100%

MOBILITY

URW as a catalyst for accelerating low-carbon mobility,

including a 4,000+ EV charger plan in the EU by 2030

1,216

(4)

1,157

(1) In kgCO

e/sqm built, from a 2015 baseline.

(2) Equivalent environmental certification related to development projects including LEED.

(3) The biodiversity net gain calculation will be done using the Biodiversity metric released by DEFRA.

(4) Corrected figure post 2024 audit.

Challenges such as climate change, scarcity of resources and social

cohesion have an increasingly direct impact on the places where

communities live. Environmental transition has become the number one

priority of cities, implementing major programmes around energy

efficiency, climate adaptation, biodiversity, mobility and human-centred

design.

Transforming existing real estate, creating heart-of-city sustainable

districts, and delivering and operating low-carbon smart buildings is the

core of our ambition. URW is committed to accelerating urban

regeneration, by developing and operating efficient and resilient

destinations that have a positive impact on the environment.

With its evolved Better Places roadmap, URW is going further in its net

zero trajectory, committing to reduce greenhouse gas (“GHG”)

emissions by -90% for Scopes 1 and 2 and -50% for Scopes 1, 2 and 3 by

2030, and to cut total emissions across the Group’s entire value chain

including Scope 3 by -90% by 2050

(1)

. In addition to the reduction effort,

URW will neutralise its Scope 1 and 2 residual emissions through a

€5Mn investment in the Mirova Climate Fund for Nature and a €350K

investment over 3 years in the WWF Nature Impact Fund while also

contributing to protect and restore biodiversity at scale.

These targets have been approved by the SBTi as a pathway to

achieving net zero by 2050 and are aligned with the UN’s IPCC scientific

consensus.

Through building-retrofit projects and new business opportunities in

renewable electricity production and electric vehicle (“EV”) charging,

the Group will be able to generate additional avoided emissions.

URW is also working with retailers to help them reduce their energy

consumption, while developing a comprehensive mobility action plan

ensuring the Group’s destinations are well connected to public

transport and have the infrastructure to support electric mobility.

URW is committed to contributing to the transformation of lifestyles in

order to protect shared natural resources. Therefore, the Group also

made new, ambitious commitments around biodiversity, water and

waste – all designed to make its destinations active agents of urban

regeneration and the environmental transition.

(1) All 3 targets in absolute value, from a 2015 baseline.

Performance Progress

Achieved

In progress

Not achieved

Not started

Scorecard

Environmental Transition

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COMMITMENTS KEY TARGETS

Increase and promote to our

partners and visitors the

sustainability performance

of our places.

BETTER PLACES CERTIFICATION 2023 2024 PROGRESS

10 assets certified by end of 2024

(1)

N/A

14 assets

100% of our assets

(1)

certified by 2027

29.2%

Evaluate, to actively monitor

and grow the share of

sustainable offer and

sustainability-driven

brands in our assets.

SUSTAINABLE RETAIL INDEX

Rolled out on 70% of eligible URW revenues by end of

2024

(1)(2)

57.0% 70.1%

Rolled out on 100% of eligible URW revenues by 2027

(1)(2)

Integrate sustainability-

driven initiatives at the core of

the customer journey.

SUSTAINABILITY-DRIVEN CUSTOMER JOURNEY

100% of assets to organise a Westfield Good Festival

or at least one annual campaign or event to raise

sustainable awareness by 2025

100% 100%

(1) Standing European Retail assets.

(2) Revenues in Minimum Guaranteed Rents and Sales Based Rents excluding VAT standing European retail assets from July 2024; eligible revenues from the

following categories or retailers: Fashion+, Health & Beauty, General Services (Fitness, Entertainment), Home, Culture & Technology and Food & Beverage

Services.

With 950 million visits to URW’s centres each year globally, the Group

has a unique ability to support the sustainable evolution of retail while

meeting the changing needs of consumers.

The Better Places certification will offer visitors a comprehensive view

of the sustainability performance of each asset. To create the

certification, URW partnered with Bureau Veritas Solutions and WWF

France to outline 94 key criteria covering a broad range of

environmental and social dimensions including but not limited to,

Health & Safety, Energy & Climate, Water, Communities, Mobility,

Biodiversity and Waste. The Better Places certification was finalised in

2023 and rolled-out to 14 assets in 2024, exceeding the initial target of

10 assets certified this year.

Not only focused on its own performance, URW also wants to continue

to be the preferred partner of brands and tenants who are themselves

committed to the environmental transition. Co-developed with Good On

You, a global sustainable-brand ratings company, and the critical

expertise of WWF France, the SRI is an innovative and dynamic

approach that will support the sustainable evolution of retail, providing

insights into retailers’ sustainability journeys.

These programmes help the Group meet the needs of consumers,

ensuring the offer corresponds to their ever-increasing expectation for

sustainable places and products. To complement that demand, URW

also develops on-site experiences such as the Westfield Good Festival.

This flagship event connects consumers around sustainability-driven

experiences and provides a forum for brands and retailers to share their

sustainability journeys.

Performance Progress

Achieved

In progress

Not achieved

Not started

Scorecard

Sustainable Experience

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COMMITMENTS KEY TARGETS

Driving positive economic

and social impact within our

communities through

employment, training and

social inclusion.

A CATALYST FOR ECONOMIC & SOCIAL IMPACT 2023 2024 PROGRESS

15,000 people supported annually through training,

social inclusion and employment opportunities

N/A

More than 20,000

people securing jobs

or receiving training.

Over 156,000

community

members

participated in local

initiatives

Grow a diverse, skilled and

engaged community of

employees to lead sustainable

change.

AN INTERNAL COMMUNITY OF SUSTAINABILITY &

DIVERSITY CHANGE-MAKERS

100% URW employees

(1)

have at least one annual

sustainable business transformation objective

98.9% 100%

A minimum of 95% of URW employees complete a

sustainability course annually

93.2% 96.8%

Maintain 40% of senior management positions held by

women

42.5% 44.3%

(2)

80%+ of employees engaged in meaningful community

volunteering programmes by 2025

47.8% 73.6%

(1) All employees having formalised objectives in the Group Human Resources performance assessment tool.

(2) Updated definition following evolution of Group regional organisation.

As welcoming and inclusive places where people of all backgrounds

connect, the Group’s destinations are catalysts for economic and social

vitality, supporting social cohesion.

URW’s people-centric destinations help to regenerate urban districts

and have a tremendously positive impact on how their surrounding

communities live. In Paris, London, Hamburg and New York, the Group's

assets are central to people’s lives, offering an innovative mix of stores,

restaurants, entertainment and services – as well as green spaces and

public facilities, services, office space and coworking outposts, and

housing.

Whether by regenerating industrial land in the heart of a city or by

attracting investment to an existing commercial area, the Group’s

projects create thousands of direct and indirect jobs, bringing new life

and economic vigour to the city.

URW also actively works on maximising its impact by developing

meaningful community projects and partnerships that support jobs,

offer training, promote social inclusion, and increase access to health

and culture.

This philosophy is based on a corporate culture firmly rooted in

sustainability, in which employees have the tools to become engaged

sustainability and diversity change-makers.

To achieve this, the Group provides sustainability training, maintains a

uniting culture that integrates sustainability objectives, and promotes

meaningful community volunteering experiences. Dedicated to being

more diverse and inclusive, URW is a place where all team members

can have a positive impact on the environmental transition of cities and

our communities.

Performance Progress

Achieved

In progress

Not achieved

Not started

Scorecard

Thriving Communities

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Better Events 2030– Viparis sustainability

roadmap

Viparis is a real estate venues and services company owned jointly with

the Chamber of Commerce and Industry of Paris Île-de-France. This

activity is exclusively located in France and operates the Group’s

Convention & Exhibition venues (see Section 1.4 Business overview).

With more than 10 million visitors annually, 800 events and 12 sites

(1)

Viparis integrates sustainable development in its values and strategy.

This commitment is acknowledged in its ISO 20121 certification, the

leading international standard for the events sector, which has been

enforced at all its sites since 2014. In 2017, in line with Better Places,

Viparis decided to step up its sustainability policy by launching its

“Better Events 2030” strategic plan. It was the result of listening to

Viparis’ internal and external stakeholders, materialising their input in a

materiality matrix and carrying out its first carbon footprint for 2016.

While aligned with the main pillars of URW’s Better Places roadmap,

Viparis integrates the specific features of the event sector, and the

access to robust data to set 2016 as its baseline year.

This sustainability policy was revised in 2021, outlining Viparis’ major

issues and commitments for the coming years and revolves around 3

pillars:

1. Better for the Environment: With a target of reducing its carbon

and ecological footprints, Viparis aims to build and operate

sustainable buildings that respect nature and its resources, and

supports the accessibility of its sites via sustainable transport

means and optimised logistics solutions;

2. Better Heritage: Viparis ensures that each event leaves a positive

legacy by offering an increasing number of sustainable services as it

joins forces with local and like-minded partners; and

3. Better at Heart: Viparis is committed to cultivating and valuing its

employees, but also to embracing diversity. Viparis’ sustainability

initiative also engages all employees.

With this ambition, Viparis aims, as an industry leader, to play a key role

in transforming industry practices to achieve greater sustainability.

These commitments allow Viparis to contribute to the UN’s Sustainable

Development Goals (“SDGs”) and to do its part on its own scale. At the

end of 2021, Viparis became signatory of the Net Zero Carbon Events

pledge, an international and voluntary initiative from the event sector,

gathering industry stakeholders to construct an industry-wide roadmap

towards net zero by 2050, and emissions reductions by 2030 in line with

the Paris Agreement. Therefore, in 2022 and 2023, Viparis defined a

new target of reducing GHG emissions by -45% by 2030

(2)

compared to

2019 as a new baseline year. The Viparis sustainability policy is set out

in a dedicated document, available on Viparis’ website within the

sustainable development section: www.viparis.com.

(1) Carrousel du Louvre and the CNIT are mixed-use assets with both Convention & Exhibition and retail (Shopping Centres) areas, which reporting figures have all been reported

under the Shopping Centres (retail) category; and there are 2 marketing sites (La Serre and Paris Convention Centre) which are part of the Paris Porte de Versailles asset and

included in its reported data (see Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement).

(2) All scopes included, except visitor travel, in line with science-based targets methodology. The target was defined by an international climate consultancy, using SBTi methodology

(not submitted to the SBTi).

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COMMITMENTS KEY TARGETS

Contribute to global

carbon neutrality

2030 TARGETS FOR GHG EMISSION REDUCTION

2023 2024 PROGRESS

-45% of GHG emissions by 2030 compared to 2019

(Scopes 1, 2 and 3)

(2)

-27% -13%

(3)

-45% of GHG emissions by 2030 compared to 2019

(Scopes 1 and 2)

-22% -6%

Build and operate

sustainable buildings

40% reduction in energy intensity by 2030 compared to

2014

(4)

-28%

Energy audits performed

over every venue

-28%

Reduction of energy consumption by 2030 compared to

2014

-37% -35%

(1)

100% of new buildings being environmentally certified

(5)

100% 100%

Respect nature and its

resources

PROTECTING AND PROMOTING BIODIVERSITY

Re-introduce biodiversity

100% of venues with biodiversity value

implementing Viparis' biodiversity charter

Reflexion in-progress

for a new biodiversity ambition

Raising public and employees awareness on

biodiversity

Participation in the

World Clean Up Day

Creation of a wall

dedicated to the CSR

strategy of the Palais

des Congrès de Paris:

raising public

awareness about

sustainable

development

(1) 2024 was an exceptional year for Viparis as its venues hosted part of the Paris 2024 Olympic Games. The flow of more than 1 million additional visitors (compared to

Viparis usual activities) had a particular impact on all Viparis sustainability indicators. Espace Grande Arche and Hotel Salomon de Rothschild have been removed from this

calculation due to operation by a lessee for a long period of time and construction work in progress.

(2) Excluding visitor travel, in line with the Science-based targets initiative methodology.

(3) With more than 25% of international visitors during the Olympic Games, the carbon footprint of Viparis has increased considerably in terms of travel (+135%) and also in

terms of inputs (+70%) with the purchase of exceptional services for the Olympic Games. The overall carbon footprint of Viparis in 2024 is +61% compared to 2019.

(4) The energy intensity ratio indicator is calculated based on energy consumption and square meters per day of occupation of a calendar year (from January to December).

(5) HQE or BREEAM certification with a minimum for HQE: Very High Performance & BREEAM: Very Good.

Better for the

Environment

(1)

Viparis

Performance Progress

Achieved

In progress

Not achieved

Not started

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COMMITMENTS KEY TARGETS

LIMITING WASTE & FIGHT AGAINST FOOD WASTE 2023 2024 PROGRESS

Respect nature and its

resources (continued)

Raising public and employees awareness on waste

Creation of a public CSR

communication within

the Palais des Congrès

de Paris

"Visite DD" organised

with employees

World Clean Up Day

Implementation of

cigarette butts recycling

Installation of water

fountains available to

visitors

Implementation of

biowaste collection

following the

regulations

Implementation of

triflux bins on Paris

Nord Villepinte

Study conducted on

waste management

70% waste recycling by 2030

71% overall

valorisation (26.8% of

material recovery)

(2)

75% overall

valorisation (30% of

material recovery)

(2)

Management of our

informatic equipments

with Atelier du

Bocage (40% of

reused and 60% of

reclycling)

Support green mobility

PROMOTING SOFT MOBILITY

Reduce logistics-related emissions

Off-site logistics

(3)

implemented on CNIT

Forest

Development of a

logistics carbon

footprint assessment

tool

Refinement of the

calculation

methodology for the

2024 carbon footprint

Development of new

measurement

features in 2025

Reduction of visitors’ mobility carbon footprint with 80%

of visitors arriving via sustainable transport means

(4)

75% of visitors coming

by sustainable transport

75% of visitors coming

by sustainable transport

(1) 2024 was an exceptional year for Viparis as its venues hosted part of the Paris 2024 Olympic Games. The flow of more than 1 million additional visitors (compared

to Viparis usual activities) had a particular impact on all Viparis sustainability indicators. Espace Grande Arche and Hotel Salomon de Rothschild have been removed

from this calculation due to operation by a lessee for a long period of time and construction work in progress.

(2) Excluding Le Bourget venue and CNIT Forest.

(3) Grouped logistics implemented at the Palais des Congrès de Paris and CNIT Forest to optimise the loading of vehicles between the off-site storage facility and the

site.

(4) Only concerns the downstream movement of visitors using low-carbon transport: bicycle, metro, bus, tramway, shuttle, on foot.

Better for the

Environment

(1)

Viparis

Performance Progress

Achieved

In progress

Not achieved

Not started

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COMMITMENTS KEY TARGETS

OFFER SUSTAINABLE SERVICES 2023 2024 PROGRESS

Offer sustainable

services

Offer sustainable services

4 new sustainable

services

(1)

Renewal of partnership

for the 4 sustainable

services developed in

2023

Build and operate

sustainable buildings

100% of tenders managed by the Purchasing team

integrating sustainability clauses

(2)

100% 100%

CSR weighting increased to 20% in tenders managed by

the Purchasing department

(2)

20%

Evolution of the integration of CSR into already existing

partnerships

Mission carried out to develop purchasing in

protected sectors and structures for integration

Involve local

stakeholders

DEVELOP TERRITORIAL ROOTS

Working with suppliers located in the Île-de-France

region (or France)

80% 80%

Developing partnerships with associations on various

themes

7 partnerships

(3)

2 reconducted

partnerships and

2 new partnerships

(4)

(1) Partnership to advise on material re-use and waste management; mobile dry toilet service; eco-designed booth; eco-designed furniture

(2) Excluding CAPEX purchasing.

(3) Nos Quartiers ont des talents, École de la 2

ème

Chance, Telethon, Le Refuge, Action Contre la Faim, Emmaüs Solidarité and Réseaux Action Climat.

(4) Nos Quartiers ont des talents, École de la 2

ème

Chance, Odyssea, Féminité Sans Abris.

Better Heritage

Viparis

Performance Progress

Achieved

In progress

Not achieved

Not started

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COMMITMENTS KEY TARGETS

ENRICH THE EMPLOYEE EXPERIENCE 2023 2024 PROGRESS

Enrich the employee

experience

100% of Viparis employees have at least one annual

sustainable business transformation objective

(1)

99% 100%

100% of new employees follow a CSR training in the

year they take up their position

(2)

89% 100%

Conducting an internal commitment survey

(3)

7.4/10 6.9/10

Viparis certified Happy Trainees

100%

(5th consecutive year)

100%

(6th consecutive year)

Develop well-being at work

Organisation of

workshops Quality of

Work Life Week

Massage sessions for

employees

New conviviality spaces

for employees

Weekly fruit boxes

distribution

Setup of Viparis Awards

Continuation of

initiatives carried out in

2023

Embrace diversity

PROMOTE GENDER EQUALITY

Keep at least 40% of women in management positions

43.3%

(management)

46.9%

(top management)

(4)

41.5%

(management)

44%

(top management)

(4)

French equality index over 90%

94%

99%

WELCOME INTERGENERATIONAL EXPERIENCE

100% of new employees under 30 years old mentored

through an internal mentoring system

100% mentoring 100% mentoring

Partnership with the associations “Ecole de la 2

ème

Chance” and “Nos Quartiers ont du Talent” to welcome

trainees and introduce them to the various jobs at

Viparis

4 trainees 8 trainees

DEVELOP INCLUSION OF PEOPLE WITH

DISABILITIES

Raise employees' awareness on disability through

dedicated days

Awareness-raising

activities related to

disability during the

annual convention and

welcoming trainees with

disabilities during a day

Internal conference on

disability and sports

with French Team

Viparis: athletes with

disabilities (Volleyball

and Table tennis)

(1) Excluding employees hired after the annual performance review process.

(2) Employee having validated their trial period only (on permanent or fixed-term contracts, excluding internship or work-study contracts).

(3) Internal commitment surveys in connection with employees (Peakon). Evolution of the survey system in 2024 (monthly in 2023).

(4) Top management according to Viparis’ grading.

Better at Heart

Viparis

Performance Progress

Achieved

In progress

Not achieved

Not started

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3.2 Sustainability Statement

Introduction

In addition to the below Sustainability Statement, a range of

sustainability-related documents, non-financial disclosures, and

policies are available on URW's website, providing valuable insights into

the Company’s sustainability efforts and non-financial performance.

This initiative underscores URW’s dedication to maintaining open

communication with its stakeholders and its unwavering commitment

to sustainable practices

(1)

This chapter contains the elements required by the Directive 2022/

2464/EU of December 14, 2022, known as the "CSRD" (Corporate

Sustainability Reporting Directive) (OJ EU of 16-12), transposed into

French law following the publication of Ordinance 2023-1142 of

December 6, 2023 (OJ of 7-12), applying from January 1, 2024, as well

as elements answering to Regulation (EU) 2020/852 of the European

Parliament and of the Council of June 18, 2020, on the establishment of

a framework to facilitate sustainable investment, and amending

Regulation (EU) 2019/2088, known as the "European Taxonomy".

Forward-looking statements and other statements regarding

environmental and sustainability policies, objectives and action plans

have been prepared pursuant to the EU Corporate Sustainability

Directive (CSRD) and have been prepared in the context of the date of

publication of the present report. These elements could evolve based on

context and are consequently for informational purposes only. The

present report and the commitments included to improve certain

datapoints or publish new datapoints are linked to the regulatory

framework applicable at the date of publication of the present Universal

Registration Document, and may change depending on the final

adoption of the Omnibus proposal released by the European

Commission on February 26, 2025.

In accordance with the CSRD, URW’s Sustainability Statement as of

December 31, 2024, aligns with the IFRS consolidated scope reported in

the financial statements (including Viparis), on which the double

materiality analysis has been performed. However, this scope does not

fully reflect URW’s activities (such as assets accounted for using the

equity method) and does not encompass the commitments made in its

Better Places roadmap announced in October 2023

(2)

. Therefore, URW

has decided to also report on a secondary scope, aligned with its Better

Places roadmap, which is more closely aligned with the financial figures

published by the Group in a proportional format in the financial

statements. For transparency, minimum disclosure requirements

(Policies, Actions, Targets) have been established for the Better Places

scope, except where otherwise explained.

The Group Sustainability Statement is based on a double materiality

approach, which considers both the impact of URW on the environment

and society, and the influence of environmental and social issues on the

Company’s performance. This approach ensures that the Sustainability

Statement is relevant to all stakeholders, including employees,

investors, customers and the communities in which the Group operates.

3.2.1 General disclosures (ESRS 2)

3.2.1.1 Basis for preparation

3.2.1.1.1 General basis for preparation of the

Sustainability Statement (ESRS 2 BP-1)

URW aligned its Sustainability Statement with the European

Sustainability Reporting Standards (“ESRS”). These standards provide a

comprehensive framework for disclosing non-financial information and

addressing ESG issues.

In preparing this Sustainability Statement, URW collected and

consolidated data from across its operations and its supply chain. This

Sustainability Statement is subject to audit as required by regulation,

with a limited level of assurance, as detailed in Section 3.2.5

Certification report on sustainability information and compliance with

ESRS disclosure requirements of Unibail-Rodamco-Westfield, for the

financial year ended December 31, 2024.

The Sustainability Statement has been prepared on a consolidated

basis integrating the Viparis activity (real estate venues and services

company owned jointly with the Chamber of Commerce and Industry of

Paris Île-de-France; fully consolidated by URW). The information

presented in the Sustainability Statement covers URW’s consolidated

scope – unless explicitly stated otherwise (i.e. Better Places scope),

covering the countries where the Group operates: Austria, the Czech

Republic, Denmark, France, Germany, Italy, The Netherlands, Poland,

Spain, Sweden, the UK and the US. The only listed subsidiary, Unibail-

Rodamco-Westfield N.V ("URW NV"), is exempt from publishing a

standalone sustainability statement as it is covered by the Unibail-

Rodamco-Westfield SE ("URW SE") sustainability statement. While

URW NV qualifies as a “large undertaking” with an average number of

employees not exceeding 500 – the sustainability reporting

requirements of article 19a / 29a of Directive 2013/34/EU as amended

by the CSRD shall not apply for the financial year starting before

December 31, 2024. For the financial year 2024, URW NV is not required

to report under the CSRD, as this subsidiary had an average of fewer

than 500 employees during the two preceding consecutive years (2022

and 2023).

(1) https://www.urw.com/en/csr/csr-documents

(2) https://assets.eu.ctfassets.net/1e76kztii87u/3trut8Eyz13pQ9x6TsTm3E/0c9c34ae3564f2ed9d661f033d0e1192/2023-10-10URW-announces-comprehensive-evolution-of-

Better-Places.pdf

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Reporting scopes

ESRS scope

In line with the requirements, the Group has defined the two reporting

scopes:

• Financial scope (also called CSRD scope) for all information and

data in the sustainability statement aligned with the financial scope.

The reporting scope includes fully consolidated companies under the

IFRS framework, which encompasses Airports and joint operations

(e.g., Westfield London). This alignment ensures consistency and

accuracy in reporting, as it uses the same data already applied in the

EU Taxonomy calculation. Assets with various consolidation

methods, including full consolidation, are included because they are

managed as a single unit (e.g. Rosny 2).

• Operational scope, an additional scope extended to entities under

operational control, based on the fact that URW has operational

control in cases of joint control or significant influence, and the asset

is managed by URW.

- Joint control: This involves the contractually agreed sharing of

control over an operation, requiring unanimous consent of the

parties sharing control. Accounted for using the equity method and,

in the case of URW, the proportional method.

- Significant influence: Significant influence is the power to

participate in decisions relating to the financial and operating

policies of the investee, without exercising control or joint control. It

is presumed if the Group holds 20% or more of the voting rights in

an entity, unless clearly demonstrated otherwise. Accounted for

using the equity method.

- Managed asset: An asset is considered "managed" if URW has

operational management, covering property leasing,

implementation/monitoring of the 5-year business plan, and

property management, including security and technical

maintenance.

- Exclusion: Third-party assets operated by URW under property

management service contracts and without stake owned in the

assets are excluded from the operational scope.

This operational scope is applicable for the following environmental

requirements:

- E1-6: Gross GHG emissions from Scopes 1, 2 and 3, and

- E4-2: Policies relating to biodiversity and ecosystems.

Assets sold during the year are considered on a prorata basis according

to the length of ownership.

Better Places scope

(1)

As mentioned in the introduction of the statement, URW has decided to

report on a secondary scope, the scope of the Better Places

roadmap. Also called Better Places scope, this covers the Group’s

standing portfolio, which are owned (at least one share) and managed

by the Group, and that have been in the Group portfolio for at least one

fiscal year (except for BREEAM In-Use, for which one-and-a-half fiscal

years applies) at the reporting date. This information covers all of the

Group’s asset categories in its core business units: Shopping Centres

(retail), Offices (office business unit in France) and Convention &

Exhibition venues (Viparis subsidiary in France). It corresponds to the

historical definition of the scope communicated in previous annual

reports before the Ordinance 2023-1142 of December 6, 2023 (OJ of

December 7), French transposition of the CSRD entered into force.

When an indicator covers a narrower scope, this is specified in its

description. This Better Places scope represents 85% of the total

Group portfolio of standing assets in area (sqm) in 2024. The

2023–2024 like-for-like scope represents 85% of the total 2024

standing portfolio area (sqm).

Disclosures related to the Better Places scope are included to enable

monitoring of the deployment of the Better Places strategy and

associated targets, which are considered to be material information.

Energy-related indicators include the following types of information:

energy consumption, energy intensity, Scopes 1 and 2 GHG emissions,

and share of renewable energy. Assets that are under significant works

(net impacted GLA

(2)

> 1,000 sqm) during the reporting period are

excluded from the sustainability reporting scope of energy-related

indicators and of BREEAM In-Use certifications, as works may

compromise data reliability and comparability. Assets under significant

works are reintegrated in the sustainability reporting scope of energy-

related indicators 1 year after the works have been delivered. The

reporting scope for energy-related indicators represents 84% of the

total Group portfolio of standing assets in area (sqm) in 2024.

(1) Specific indicator and scoping rules detailed here do not apply to the CSRD and Operational scopes.

(2) Gross Leasable Area.

3.2 Sustainability Statement

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Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

In practice, in 2024, CH Ursynow is excluded from the reported data

(under works), while the office parts of Nacka Forum, Täby Centrum,

Stadshart Zoetermeer, Stadshart Amstelveen, and the hotel part of the

CNIT (Hilton) have been included in the reported data.

Indicators regarding the Sustainable Retail Index scope (SRI scope)

include EU and US-owned and managed shopping centres, as well as La

Vaguada. Indicators regarding the Thriving Communities

(Communities scope) targets encompass owned and managed

shopping centres and Centrale (dedicated team in UK for social value),

as well as airports operations. Indicators regarding the Better Places

Certification (BPC scope) targets cover EU-owned and managed

shopping centres. The selection of assets is guided by internal priorities

and operational considerations.

Social indicators (for ESRS S1) regarding human resources cover all

Group employees with a direct employment contract with the Group, in

all regions where the Group operates, and in all of the Group’s business

units and subsidiaries, regardless of whether they are located in head-

offices or on site: Shopping Centres (retail), Offices (office business

unit), Convention & Exhibition (Viparis subsidiary in France) and Airports

(US). The reporting requirements for data on non-employees are being

gradually introduced, as they benefit a phased-in approach. This means

that for the year 2024, data on non-employees is not required to be

included in the reported scope.

The indicators related to development projects cover all projects in

the Group pipeline, whatever their type (greenfield and brownfield

projects, extension and renovation projects), which have reached a

mature enough development stage to have implemented the Group

sustainability roadmap (committed projects

(1)

) and that exceed the

following thresholds in terms of minimal net impacted GLA and total

investment cost (“TIC”):

• For Europe:

- Retail (Shopping Centres) projects of over €50 Mn TIC or over

10,000 sqm GLA; and

- All other projects (Offices, Convention and Exhibition centres) of

over €50 Mn of TIC and over 10,000 sqm GLA or GIA (gross internal

area).

• For the US:

- All projects of over $100 Mn TIC or over 20,000 sqm GLA.

In 2024, the reporting scope of development-related indicators covered

8 projects.

SCOPES

2024

CSRD scope

Operational control

scope

Better Places scope

(Retail and offices)

Better Events scope

(Convention and exhibitions)

Number of assets 94 22 64 6

Surface

(1)

5,028,382 sqm 1,690,860 sqm 5,405,871 sqm

675,355 sqm

(1) GLA for retail assets, operated area for offices and for C&E.

(1) Since 2020, the reporting scope of development-related KPIs has changed to only cover the “committed” projects (as defined in Section 4.1 Management discussion & analysis), to

better align the reporting with the projects’ schedule for implementing sustainability levers in a secured manner. Carbon footprint related reporting on development projects,

however, still covers the bulk of “committed” and “controlled” project to grasp the complete perimeter of Scope 3.

3.2 Sustainability Statement

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Sustainability

138

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ASSET PORTFOLIO (FOR MORE DETAILS PLEASE REFER TO 1.5 PORTFOLIO)

Asset

Asset type Region Country CSRD scope Operational

Control scope

Better Places

scope

Better Events

scope

 Area (m²) Footfall (by

country and

for shopping

centres only)

Date of

disposal

Cut-off date

for

sustainability

data

Westfield Donau Zentrum (Vienna)

SC CENTRAL

EUROPE

AUSTRIA

X X

127,600

31,741,825

n/a n/a

Westfield Shopping City Süd (SCS) (Vienna)

SC CENTRAL

EUROPE

AUSTRIA

X X

205,400 n/a n/a

Donauzentrum Offices (Vienna) Sub-asset

(OF)

CENTRAL

EUROPE

AUSTRIA

10,000 n/a n/a n/a

Shopping City Süd Offices (SCS) (Vienna) Sub-asset

(OF)

CENTRAL

EUROPE

AUSTRIA

9,000 n/a n/a n/a

Centrum Cerny Most (Prague)

SC CENTRAL

EUROPE

CZECHIA

X X

107,600

36,717,748

n/a n/a

Metropole Zlicin (Prague)

SC CENTRAL

EUROPE

CZECHIA

X X

54,100 n/a n/a

Westfield Chodov (Prague)

SC CENTRAL

EUROPE

CZECHIA

X X

101,600 n/a n/a

Gropius Passagen (Berlin)

SC CENTRAL

EUROPE

GERMANY

X X

95,200

76,097,336

n/a n/a

Höfe am Brühl (Leipzig)

SC CENTRAL

EUROPE

GERMANY

X X

50,600 n/a n/a

Minto (Mönchengladbach)

SC CENTRAL

EUROPE

GERMANY

X X

41,300 n/a n/a

Palais Vest (Recklinghausen)

SC CENTRAL

EUROPE

GERMANY

X X

45,900 n/a n/a

Pasing Arcaden (Munich)

SC CENTRAL

EUROPE

GERMANY

46,300 November

27, 2024

October 31,

2024

Paunsdorf Center (Leipzig) SC CENTRAL

EUROPE

GERMANY

X X

113,700 n/a n/a

Ruhr Park (Bochum) SC CENTRAL

EUROPE

GERMANY

X X

118,800 n/a n/a

Westfield Centro (Oberhausen) SC CENTRAL

EUROPE

GERMANY

X X

259,700 n/a n/a

Westfield Hamburg-Überseequartier SC CENTRAL

EUROPE

GERMANY 94,484 n/a n/a n/a

Höfe am Brühl Offices (Leipzig) Sub-asset

(OF)

CENTRAL

EUROPE

GERMANY

4,900 n/a n/a n/a

Pasing Arcaden Offices (Munich) Sub-asset

(OF)

CENTRAL

EUROPE

GERMANY

6,800 n/a November

27, 2024

October 31,

2024

CH Ursynow (Warsaw) SC CENTRAL

EUROPE

POLAND

46,700

60,056,358

n/a n/a

Galeria Mokotow (Warsaw)

SC CENTRAL

EUROPE

POLAND

X X

68,300 n/a n/a

Westfield Arkadia (Warsaw) SC CENTRAL

EUROPE

POLAND

X X

117,500 n/a n/a

Wilenska (Warsaw) SC CENTRAL

EUROPE

POLAND

X X

41,300 n/a n/a

Wroclavia (Wroclaw) SC CENTRAL

EUROPE

POLAND

X X

65,300 n/a n/a

Zlote Tarasy (Warsaw)

SC CENTRAL

EUROPE

POLAND 66,400 n/a n/a

Wilenska Offices (Warsaw) Sub-asset

(OF)

CENTRAL

EUROPE

POLAND

13,600 n/a n/a n/a

Wroclavia Offices (Wroclaw) Sub-asset

(OF)

CENTRAL

EUROPE

POLAND

8,500 n/a n/a n/a

Aupark (Bratislava)

SC CENTRAL

EUROPE

SLOVAKIA

59,200 9,079,361 September 2,

2024

August 31,

2024

Fisketorvet (Copenhagen) SC NORTHERN

EUROPE

DENMARK

X X

56,100 7,281,442 n/a n/a

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139

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ASSET PORTFOLIO (FOR MORE DETAILS PLEASE REFER TO 1.5 PORTFOLIO)

In den Vijfhoek (Oldenzaal)

SC NORTHERN

EUROPE

NETHERLAN

7,800

30,572,873

n/a n/a

Stadshart Amstelveen (Amstelveen)

SC NORTHERN

EUROPE

NETHERLAN

X X

81,800 n/a n/a

Stadshart Zoetermeer (Zoetermeer)

SC NORTHERN

EUROPE

NETHERLAN

X X

84,100 n/a n/a

Westfield Mall of the Netherlands (the Hague

region)

SC NORTHERN

EUROPE

NETHERLAN

X X

125,500 n/a n/a

Zoetelaarpassage (Almere) SC NORTHERN

EUROPE

NETHERLAN

6,500 n/a n/a

Stadshart Amstelveen Offices (Amstelveen) Sub-asset

(OF)

NORTHERN

EUROPE

NETHERLAN

6,100 n/a n/a n/a

Stadshart Zoetermeer Offices (Zoetermeer) Sub-asset

(OF)

NORTHERN

EUROPE

NETHERLAN

5,700 n/a n/a n/a

Nacka Forum (Greater Stockholm) SC NORTHERN

EUROPE

SWEDEN

X X

56,200

30,602,819

n/a n/a

Westfield Mall of Scandinavia (Greater

Stockholm)

SC NORTHERN

EUROPE

SWEDEN

X X

106,000 n/a n/a

Westfield Täby Centrum (Greater

Stockholm)

SC NORTHERN

EUROPE

SWEDEN

X X

85,100 n/a n/a

Nacka Forum Offices (Greater Stockholm)

Sub-asset

(OF)

NORTHERN

EUROPE

SWEDEN

14,300 n/a n/a n/a

Täby Centrum Offices (Greater Stockholm)

Sub-asset

(OF)

NORTHERN

EUROPE

SWEDEN

10,700 n/a n/a n/a

Aéroville (Tremblay-en-France)

SC SOUTHERN

EUROPE

FRANCE

X X

85,100

277,273,915

n/a n/a

Aquaboulevard (Paris 15th) SC SOUTHERN

EUROPE

FRANCE 40,600 n/a n/a

Bel-Est (Bagnolet)

SC SOUTHERN

EUROPE

FRANCE

48,900 n/a n/a

Carrousel du Louvre (Paris 1st)

SC SOUTHERN

EUROPE

FRANCE

X X

13,400 n/a n/a

L’Usine Mode et Maison (Vélizy-Villacoublay)

SC SOUTHERN

EUROPE

FRANCE

21,100 n/a n/a

La Toison d’Or (Dijon)

SC SOUTHERN

EUROPE

FRANCE

X X

79,100 n/a n/a

La Valentine (Marseille)

SC SOUTHERN

EUROPE

FRANCE

30,000 September

30, 2024

August 31,

2024

Les Ateliers Gaîté (Paris 14th)

SC SOUTHERN

EUROPE

FRANCE

X X

29,500 n/a n/a

Lyon Confluence (Lyon)

SC SOUTHERN

EUROPE

FRANCE

X X

53,500 n/a n/a

Rennes Alma (Rennes)

SC SOUTHERN

EUROPE

FRANCE

X X

55,800 n/a n/a

So Ouest (Levallois-Perret)

SC SOUTHERN

EUROPE

FRANCE

X X

57,300 n/a n/a

Ulis2 (Les Ulis)

SC SOUTHERN

EUROPE

FRANCE

X X

53,700 n/a n/a

Villabe (Villabe)

SC SOUTHERN

EUROPE

FRANCE

X X

35,400 n/a n/a

Westfield Carré Sénart (Lieusaint)

SC SOUTHERN

EUROPE

FRANCE

X X

122,400 n/a n/a

Westfield CNIT (La Défense)

SC SOUTHERN

EUROPE

FRANCE

X X

38,100 n/a n/a

Westfield Euralille (Lille)

SC SOUTHERN

EUROPE

FRANCE

X X

68,000 n/a n/a

Westfield Forum des Halles (Paris1st)

SC SOUTHERN

EUROPE

FRANCE

X X

77,500 n/a n/a

Westfield La Part-Dieu (Lyon)

SC SOUTHERN

EUROPE

FRANCE

X X

161,800 n/a n/a

Westfield Les 4 Temps (La Défense)

SC SOUTHERN

EUROPE

FRANCE

X X

140,000 n/a n/a

3.2 Sustainability Statement

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Sustainability

140

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

ASSET PORTFOLIO (FOR MORE DETAILS PLEASE REFER TO 1.5 PORTFOLIO)

Westfield Parly2 (Le Chesnay-

Rocquencourt)

SC SOUTHERN

EUROPE

FRANCE

X X

130,000 n/a n/a

Westfield Rosny2 (Rosny-sous-Bois)

SC SOUTHERN

EUROPE

FRANCE

X X

113,700 n/a n/a

Westfield Vélizy2 (Vélizy-Villacoublay)

SC SOUTHERN

EUROPE

FRANCE

X X

131,800 n/a n/a

29, rue du Port (Nanterre) OF SOUTHERN

EUROPE

FRANCE

8,200 n/a n/a n/a

GaÎté-Montparnasse (Offices) (Paris 14) OF SOUTHERN

EUROPE

FRANCE

12,500 n/a November

12, 2024

October 31,

2024

Le Sextant OF SOUTHERN

EUROPE

FRANCE

X X

13,400 n/a n/a n/a

Les Villages de l’Arche OF SOUTHERN

EUROPE

FRANCE

19,800 n/a n/a n/a

Lightwell OF SOUTHERN

EUROPE

FRANCE

n/a n/a n/a n/a

Pullman Paris-Montparnasse (Hotel)

(Paris14)

OF SOUTHERN

EUROPE

FRANCE

51,300 n/a n/a n/a

Tour Rosny (Rosny-sous-bois) OF SOUTHERN

EUROPE

FRANCE

13,600 n/a n/a n/a

Trinity OF SOUTHERN

EUROPE

FRANCE

X X

50,000 n/a n/a n/a

Espace Champerret (Paris 17th) CE SOUTHERN

EUROPE

FRANCE

X X

8,500 n/a n/a n/a

Espace Grande Arche (La Défense) CE SOUTHERN

EUROPE

FRANCE

5,000 n/a n/a n/a

Hôtel Salomon de Rothschild (Paris 8th) CE SOUTHERN

EUROPE

FRANCE 1,300 n/a n/a n/a

Le Palais des Congrès de Paris

(1)

(Paris 17th) CE SOUTHERN

EUROPE

FRANCE

X X

48,700 n/a n/a n/a

Palais des Congrès d’Issy-les-Moulineaux CE SOUTHERN

EUROPE

FRANCE

X X

3,000 n/a n/a n/a

Palais des Sports (Paris 15th) CE SOUTHERN

EUROPE

FRANCE n/a n/a n/a n/a

Paris Nord Villepinte CE SOUTHERN

EUROPE

FRANCE

X X

246,300 n/a n/a n/a

Paris Porte de Versailles (Paris 15th) CE SOUTHERN

EUROPE

FRANCE

X X

238,900 n/a n/a n/a

Paris, Le Bourget CE SOUTHERN

EUROPE

FRANCE

X X

79,700 n/a n/a n/a

CNIT (Hotel) Sub-asset

(OF)

SOUTHERN

EUROPE

FRANCE

10,800 n/a n/a n/a

CNIT (Offices) Sub-asset

(OF)

SOUTHERN

EUROPE

FRANCE

38,500 n/a n/a n/a

Carrousel du Louvre (Expos) (Paris 1

) Sub-asset

(CE)

SOUTHERN

EUROPE

FRANCE

X X

6,600 n/a n/a n/a

CNIT Forest (La Défense) Sub-asset

(CE)

SOUTHERN

EUROPE

FRANCE

X X

19,700 n/a n/a n/a

Maine Montparnasse (Paris 15

)

Other

Holdings

SOUTHERN

EUROPE

FRANCE

35,500 n/a n/a n/a

Bonaire (Valencia)

SC SOUTHERN

EUROPE

SPAIN

X X

135,000

94,550,919

n/a n/a

Equinoccio (Madrid)

SC SOUTHERN

EUROPE

SPAIN

36,800 January 30,

2024

n/a

Garbera (San Sebastian)

SC SOUTHERN

EUROPE

SPAIN

X X

59,400 n/a n/a

La Vaguada (Madrid)

SC SOUTHERN

EUROPE

SPAIN

X X

87,000 n/a n/a

Splau (Barcelona)

SC SOUTHERN

EUROPE

SPAIN

X X

56,000 n/a n/a

Westfield Glòries (Barcelona)

SC SOUTHERN

EUROPE

SPAIN

X X

70,100 n/a n/a

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141

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

ASSET PORTFOLIO (FOR MORE DETAILS PLEASE REFER TO 1.5 PORTFOLIO)

Westfield La Maquinista (Barcelona)

SC SOUTHERN

EUROPE

SPAIN

X X

94,500 n/a n/a

Westfield Parquesur (Madrid)

SC SOUTHERN

EUROPE

SPAIN

X X

159,000 n/a n/a

La Vaguada Offices (Madrid) Sub-asset

(OF)

SOUTHERN

EUROPE

SPAIN

10,300 n/a n/a n/a

Centrale (Croydon)

SC UK UK

74,100

80,964,827

n/a n/a

Westfield London (London, Shepherds Bush)

SC UK UK

X X

236,400 n/a n/a

Westfield Stratford City (London, Stratford)

SC UK UK

188,300 n/a n/a

Whitgift (Croydon)

SC UK UK

137,700 n/a n/a

Westfield London Offices (London) Sub-asset

(OF)

UK UK

13,600 n/a n/a n/a

Westfield Annapolis (Annapolis, Maryland)

SC US US

130,900

226,017,207

August 20,

2024

July 31,

2024

Westfield Century City (Los Angeles,

California)

SC US US

X X

123,200 n/a n/a

Westfield Culver City (Culver City, California)

SC US US

X X

100,000 n/a n/a

Westfield Fashion Square (Sherman Oaks,

California)

SC US US

X X

80,600 n/a n/a

Westfield Galleria at Roseville (Roseville,

California)

SC US US

X X

127,500 n/a n/a

Westfield Garden State Plaza (Paramus, New

Jersey)

SC US US

X X

178,700 n/a n/a

Westfield Montgomery (Bethesda, Maryland)

SC US US

X X

104,900 n/a n/a

Westfield Oakridge (San Jose, California)

SC US US

X X

108,300 n/a n/a

Westfield Old Orchard (Skokie, Illinois)

SC US US

X X

129,500 n/a n/a

Westfield Plaza Bonita (National City,

California)

SC US US

X X

96,200 n/a n/a

Westfield Southcenter (Seattle, Washington)

SC US US

X X

153,500 n/a n/a

Westfield Topanga (Canoga Park, California)

SC US US

X X

148,800 n/a n/a

Westfield UTC (San Diego, California)

SC US US

X X

115,000 n/a n/a

Westfield Valley Fair (Santa Clara, California) SC US US

X X

180,100 n/a n/a

Westfield Wheaton (Wheaton, Maryland)

SC US US

X X

139,500 n/a n/a

Westfield World Trade Center (New York,

New York)

SC US US

36,600 n/a n/a

Corbin Office (New York, New York) OF US US

2,900 n/a n/a n/a

San Francisco Centre (San Francisco,

California)

OF US US

9,800 n/a n/a n/a

Old Orchard Offices (Skokie, Illinois) Sub-asset

(OF)

US US

7,600 n/a n/a n/a

Wheaton Offices (Wheaton, Maryland) Sub-asset

(OF)

US US

18,700 n/a  

Chicago O’Hare International Airport Airports US US

X X

n/a n/a n/a n/a

John F. Kennedy International Airport Airports US US

X X

n/a n/a n/a n/a

Los Angeles International Airport Airports US US

X X

n/a n/a n/a n/a

(1) Airport assets are considered included in the Better Places scope only for their contribution to the Communities indicator. Strictly no environmental indicators are collected for

these assets.

(2) La Vaguada is only included in the Better Places because of its contribution to the Sustainable Retail Index.

(3) Palais des Sports, Aquaboulevard and Złote Tarasy are not included in the reporting scope due to their ownership structure, management status or the legal decision

preventing URW from managing the asset in the latter case.

3.2 Sustainability Statement

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Sustainability

142

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

Value chain in the Sustainability Statement

URW is considering its value chain through a comprehensive approach. For paragraphs related to value chain, URW has not utilised the option to omit

specific pieces of information related to intellectual property, know-how, or results of innovation. Additionally, URW has not used the option allowed

by France to omit disclosure of impending developments or matters in the course of negotiation. URW’s value chain means the comprehensive range

of activities, resources and relationships that are integral to the Group’s business model and the external environment in which it operates.Value

chain-related information is also addressed in topical standards across the document, when applicable and material. URW’s value chain

encompasses:

Own operations :

• Standing assets: This includes operations and tenant management.

Operations include the day-to-day management of the property and

facilities' maintenance. Tenant management involves attracting and

retaining tenants, negotiating leases, and ensuring tenant

satisfaction;

• Development projects: This encompasses all processes the Group

employs to develop or renovate assets, from initial conception to

development, management, and eventual sale or lease. This includes

market research, land acquisition, design and planning, construction,

marketing, leasing, property management, and asset disposal or

redevelopment. Each stage adds value to the real estate assets,

contributing to the total value delivered to stakeholders (investors,

tenants and the community); and

• Co-owners and joint venture partners: Multiple URW assets are

jointly managed and/or co-owned, which means these partners play a

role in operations. Their involvement includes sharing strategic

decision-making, operational responsibilities and financial outcomes.

Co-owners and joint venture partners contribute to various stages of

the value chain, from initial investment and development to ongoing

management and eventual asset disposal or redevelopment.

Upstream :

• Tier-1 suppliers: Direct suppliers providing goods and services such

as construction services (direct contractors), intellectual services,

and other critical inputs to URW; and

• Tier-2 to tier-N suppliers: from suppliers to Tier-1, offering

materials and services that support the primary suppliers, including

specialised subcontractors on construction sites and consultants to

an extended network of suppliers further upstream, components and

ancillary services that ultimately support the entire supply chain of

URW.

Downstream:

• Local communities and consumers/end-users includes local

communities, visitors, and customers of the tenants in URW assets.

• Tenants operating businesses within URW properties are part of the

Group’s value chain.

URW’S VALUE CHAIN

In 2024, the Group updated its double materiality analysis initially performed in 2023 (based on the ESRS draft),including the potential impact of

URW’s sustainability issues on its value chain, to develop appropriate strategies to address them (see Section 3.2.3.2.3 Policies related to value chain

workers), as URW is considering all its key stakeholders in the scope of the Sustainability Statement. This inclusive approach strives to guarantee

that the interests and concerns of all parties involved in the Company’s operations, from employees and customers to investors, suppliers and the

communities the Group operates in, are considered and addressed. Business relationships, stakeholders and the associated communication

channels are detailed in Section 3.2.1.3.2 Interests and views of stakeholders.

Standing

assets

URW

Construction

sites

Joint-venture

partners

Suppliers

Tier-1

Suppliers

Tier-2 to N

Co-owners

Tenants

Consumers

End-users

Neighbouring

communities

Local communities

Partners

Upstream Downstream

Visitors

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3.2.1.1.2 Disclosures in relation to specific

circumstances (ESRS 2 BP-2)

This section presents the specificities identified in the first year of

application, the changes in the reporting scope and the evolutions of

calculation perimeters when applicable. For more information on which

assets belong to which reporting scopes, please see Section 3.2.1.1.1

General basis for preparation of the Sustainability Statement.

3.2.1.1.2.1 First-time application note

This 2024 sustainability statement applies the requirements of the

CSRD. In the context of the first year of application of the CSRD, for

which certain definitions, standards and scopes of application have yet

to be established or clarified, or consensus does not exist among the

sector's main partners, this statement has been prepared taking into

account the information and knowledge available at the time of

publication.

Given the existence of industry standards (EPRA), the absence of

sector-specific ESRS for real estate, and the fact that investors are

closely looking at some sector-specific factors specific to this sector,

URW has integrated additional information directly into each standard

(e.g., BREEAM In-Use certifications, EPRA sustainability best practice

recommendations on reporting). Publishing this information also allows

URW to address topics related to material IROs. For example, the

BREEAM In-Use certification is not linked to a specific IRO but is

relevant for environmental IROs, while alignment with EPRA guidelines

enhances URW’s transparency meeting investor expectations.

In particular, this first sustainability statement presents contextual

specificities related to the first year of application:

• The use of scope limitations, particularly regarding the fact that

policies, action plans, and targets – including the climate transition

plan – cover the Better Places scope as described in Section 3.2.1.1.1

General Basis for the Preparation of Sustainability Statement and as

reiterated in the introduction to Section 3.2.2 Environmental

Information, or of estimates made on a case-by-case basis for some

data as specified alongside values communicated in the thematic

sections of the sustainability statement;

• Remaining uncertainties regarding the methodologies to be applied:

- Particularly in terms of double materiality on the assessment of

some sustainability issues at the IRO level (Section 3.2.1.4.1

Description of processes to identify and assess material impacts,

risks, and opportunities);

- And the integration of tenant energy-related GHG emissions into

scope 3 (Section 3.2.2.2.9 Gross GHG emissions of Scopes 1, 2, and

3 and total GHG emissions), in accordance with the GHG Protocol

and market practice;

• Some information required by ESRS standards are not available as of

December 31, 2024, due to (i) insufficient maturity of some specific

reporting tools to isolate and process the required granularity of

information, particularly the calculation of the percentage of at-risk

employees trained on anti-corruption (3.2.4.2.3 Training) or (ii)

methodology gap in the coverage of all invoices in the calculation of

payment terms (Section 3.2.4.6 Payment Practices).

3.2.1.1.2.2 Changes and the evolutions in reporting

Changes in the Better Places reporting scope may also occur as a result

of the start or end of a management mandate; acquisitions or disposals

of assets; development of new assets; or major renovations and

extensions. To compare data from one year to another, a “like-for-like”

scope is used when calculating data evolutions. The like-for-like scope

corresponds to a restricted scope of assets that are both present in the

Better Places scope (as defined in Section 3.2.1.1.1 General basis for

preparation of the Sustainability Statement) of the year 2024, and of

that of the year 2023. It is used to assess an indicator’s evolution over

time, based on a comparable portfolio. The like-for-like scope is not

used for CSRD and operational scopesis

Reporting period and reference year (CSRD and Better

Places)

Environmental, social, and societal data are reported as of December 31

of the reporting year, covering one calendar year. However, due to the

scheduling requirements for the release of the Universal registration

Document ("URD"), some environmental data, such as energy

consumption, energy-related Scopes 1 and 2 GHG emissions, and water

consumption, are estimated for the last quarter if the information is not

available. The estimation is performed on actual data from the last

quarter of the previous year. This ensures timely reporting while

maintaining accuracy.

The Better Places sustainability roadmap uses 2015 as its reference

year for measuring progress against energy and carbon-related

objectives. This baseline year was chosen as the last available year with

full data when Better Places 2030 was released in 2016 and has been

maintained for consistency and transparency in performance

measurement and reporting. For water and waste-related targets, the

baseline is 2019.

For Viparis and the Convention & Exhibition activity, the Better Events

2030 sustainability roadmap sets 2014 as the reference year for

energy-related objectives and 2019 for carbon-related objectives.

Time horizons

URW's time horizons for the Sustainability Statement (including the

double materiality assessment) are aligned with the Enterprise Risk

Management ("ERM") framework (see Section 6.1.2 Group Enterprise

Risk Management framework), unless specified otherwise (i.e. for

specific targets and baselines), and thus take into account long-term

sustainability issues:

• Short-term : 0–1 year (as financial statements)

• Medium-term: 2–5 years

• Long-term: Over 5 years

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Definitions and reporting values

Indicators are expressed in absolute value or in the form of ratios to

express efficiency and comparable trends. Intensity ratios are

calculated using different types of denominators, depending on the type

of information:

• Denominators related to floor area (sqm):

- Area served with energy: the area of common and private spaces

supplied with asset-level managed energy. This denominator is

used for standing assets to calculate the energy efficiency (see

Section 3.2.2.2.8 Energy consumption and mix) and the energy-

related Scopes 1 and 2 carbon intensity (see Section 3.2.2.2.9 Gross

Scopes 1, 2 and 3 and total GHG emissions) for shopping centres

and offices;

- Total operated area: total standing asset floor area, including both

private and common areas. This denominator is used to calculate

energy-related Scopes 1, 2 and 3 carbon intensity of operations,

including tenant emissions (see Section 3.2.2.2.9 Gross Scopes 1, 2

and 3 and total GHG emissions); and

- Consolidated building area, corresponding to:

• The GLA of the property-owning companies for shopping

centres; the total floor space according to consolidation for

offices; and

• The total floor space according to consolidation for Convention &

Exhibition venues. This area is used to calculate data coverages.

• Denominators related to intensity of use, adapted to each business

unit:

- Footfall (annual number of visitors) for shopping centres;

- Occupants (maximum office capacity multiplied by the asset

occupancy rate) for offices;

- Areas occupied per days of occupancy (sqm DOCC) for Convention

& Exhibition venues: the annual total cumulative surface occupied

by the tenants when the venues are open (including assembly,

exhibition and disassembly phases of a fair); and

- Indicators expressing intensity in euros are based on FY Net Rental

Income ("NRI").

For all figures, in the disclosed tables or graphics, totals may not add up

due to rounding.

Continuous improvement of definitions and data quality

URW continuously strives to improve the quality and comparability of its

sustainability data, as well as its alignment with external reporting

standards and frameworks. For example, URW identified uncertainty

sources as regards the Group carbon footprint:

Scopes 1 and 2 emissions

Regarding Scopes 1 and 2 emissions, the reporting methodology

developed by the Group, the sources of the data used for calculation

(invoices for energy consumption and published supplier data and

country data for emissions factors) as well as the history of Group data

published support the consistency of the presented results. However:

• The estimation of energy consumption in some invoices from energy

suppliers may result in under or over-estimations. These are usually

resolved during the following year;

• The carbon emission factors provided by energy providers based on

their energy mix are verified and made public but may be released

after URW reporting closure date. In that case, the emission factor

from the previous year is used, which ensures data consistency in the

long term.

Scope 3 emissions

Regarding Scope 3 emissions, processed information can only be

partially managed. A qualitative analysis of margins of error is therefore

presented hereunder for the 3 main areas of construction, operation

and mobility.

Construction

Margins of error may be related to:

• The qualitative nature of some environmental information used

(Environmental Product Declaration);

• The quantities of materials used for each new development

project;and

• The tracking of construction cost trends over time (economic ratios).

In order to reduce uncertainty, quantities of materials used are

challenged by construction managers during project reviews (to

optimise construction costs and carbon impact).

Operations

Margins of error for energy sources non-managed by the Group (energy

directly purchased and managed by the tenants) may be linked to

energy consumption or to the carbon emission factors:

• Private energy consumptions are calculated by using intensity ratios

obtained in cases where the Group provides electricity directly to the

tenants. To limit uncertainty, the sample is built with private

electricity data from around 10 shopping centres across Europe in

2024; and

• The energy mix each tenant is using is not known by the Group. To

address this issue, the carbon emission factors are calculated based

on conservative assumptions (residual emissions factors).

Mobility

Margins of error may be related to the number of visitors to each site, to

the assessment of modal shares, to the assessment of the distances

covered by each mode of transport (catchment areas), to the occupancy

rate for cars and, lastly, to the emission factors used for each mode of

transport. To strengthen the reliability of the data inputs, the Group

updated its reporting methodology and tools in 2019. Furthermore, to

limit the sources of errors on data evolution, 3 of the 4 parameters listed

above have been fixed, to focus only on the annual data collection and

verification of modal shares reported through customer marketing

surveys. Other parameters are being updated on a lower frequency

basis.

Estimations for 2024 data

The estimation method used is a conservative method. This approach is

applied when data is not available, using known or inferred consumption

data from a recent and comparable period to fill in the gaps for the

missing periods. The complete details of this method are available in the

Group’s methodological note.

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Incorporation by reference

ESRS

Disclosure

requirements Datapoints URD section

BP-2 9 6.1.2 Group Enterprise Risk Management Framework

GOV- 1

19 ; 20 ; 21

2.2.1 The Management Board

2.2.2.1.2 Composition of the Supervisory Board

22 3.1 Better Places roadmap

GOV- 2 24 ; 25 ; 26 2.2.2.4. Specialised Supervisory Board

GOV- 3 27 ; 28 ; 29 2.3.1 Remuneration Policy

GOV- 4 30 6.1.2 Group Enterprise Risk Management Framework

GOV- 5 34 ; 35 ; 36

6.1.2 Group Enterprise Risk Management Framework

6.1.3 Internal control system

SBM-1

1.5 Portfolio

4.2 Other information

38 ; 39 ; 42

1.3 Strategy and business model

3.1 Better Places roadmap

SBM-2 45 3.1 Better Places roadmap

SBM-3 46 ; 47 ; 48

1.3 Strategy and business model

6.2.2.3 Category #3: Environmental and social responsibility risks

5.4. Notes to the statutory financial statements (2.5)

IRO-1 51 6.2.2.3 Category #3: Environmental and social responsibility risks

E1-1 16 6.1.2 Group Enterprise Risk Management framework

E1-5 43 5.1 Consolidated financial statements

E1-6 55 5.1 Consolidated financial statements

E3 E3-4

5.1 Consolidated financial statements

Disclosures pursuant to

Article 8 of Regulation

(EU) 2020/852

(Taxonomy Regulation)

Minimum safeguards

6.2.1 Ratings of the main specific risk factors

2.4.1 Ethics and compliance: a daily and essential requirement

2.4 Ethics and compliance within the URW Group

6.2.2.5 Category #5: legal and regulatory risks

5.2 Notes to the consolidated financial statements

G1-1 7

2.4.4 Compliance programme 2.4.5 Anti-Corruption programme

G1-3 18

2.4 Ethics and compliance within the URW Group

6.2.2.5 Category #5: legal and regulatory risks

G1-4 22 2.4.5 Anti-Corruption Programme

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LIST OF DATAPOINTS IN CROSS-CUTTING AND TOPICAL STANDARDS THAT DERIVE FROM OTHER EU LEGISLATION

Disclosure requirement and related

datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference

EU Climate Law

reference

Section of

the URD

ESRS 2 GOV-1 Board’s gender

diversity paragraph 21 (d)

Indicator number 13 of Table #1

of Annex 1

Commission Delegated

Regulation (EU) 2020/181627,

Annex II

2.2.2.1

ESRS 2 GOV-1 Percentage of

board members who are

independent paragraph 21 (e)

Delegated Regulation (EU) 2020/

1816, Annex II

2.2.2.1

ESRS 2 GOV-4 Statement on

due diligence paragraph 30

Indicator number 10 of Table #3

of Annex 1

3.2.1.2.4

ESRS 2 SBM-1 Involvement in

activities related to fossil fuel

activities paragraph 40 (d) i

Indicator number 4 of Table #1 of

Annex 1

Article 449a Regulation (EU)

No 575/2013; Commission

Implementing Regulation (EU)

2022/245328 Table 1:

Qualitative information on

Environmental risk and Table 2:

Qualitative on Social risk

information

Delegated Regulation (EU) 2020/

1816, Annex II

Non

applicable

ESRS 2 SBM-1 Involvement in

activities related to chemical

production paragraph 40 (d) ii

Indicator number 9 of Table #2 of

Annex 1

Delegated Regulation (EU) 2020/

1816, Annex II

Non

applicable

ESRS 2 SBM-1 Involvement in

activities related to

controversial weapons

paragraph 40 (d) iii

Indicator number 14 of Table #1

of Annex 1

Delegated Regulation (EU) 2020/

181829, Article 12(1) and

Delegated Regulation (EU) 2020/

1816, Annex II

Non

applicable

ESRS 2 SBM-1 Involvement in

activities related to cultivation

and production of tobacco

paragraph 40 (d) iv

Delegated Regulation (EU) 2020/

1818, Article 12(1) and Delegated

Regulation (EU) 2020/1816,

Annex II

Non

applicable

ESRS E1-1 Transition plan to

reach climate neutrality by

2050 paragraph 14

Regulation

(EU) 2021/

1119, Article

2(1)

3.2.2.2.2

ESRS E1-1 Undertakings

excluded from Paris-aligned

benchmarks paragraph 16 (g)

Article 449a Regulation (EU)

No 575/2013; Commission

Implementing Regulation (EU)

2022/2453 Template 1:

Banking book – Climate change

transition risk: Credit quality of

exposures by sector, emissions

and residual maturity

Delegated Regulation (EU) 2020/

1818, Article 12.1 (d) to (g), and

Article 12.2

Non

applicable

ESRS E1-4 GHG emission

reduction targets paragraph 34

Indicator number 4 of Table #2 of

Annex 1

Article 449a Regulation (EU)

No 575/2013; Commission

Implementing Regulation (EU)

2022/2453 Template 3:

Banking book – Climate change

transition risk: alignment

metrics

Delegated Regulation (EU) 2020/

1818, Article 6

3.2.2.2.2,

3.2.2.2.7

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Disclosure requirement and related

datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference

EU Climate Law

reference

Section of

the URD

ESRS E1-5 Energy

consumption from fossil

sources disaggregated by

sources (only high climate

impact sectors) paragraph 38

Indicator number 5 of Table #1 of

Annex 1 and Indicator number 5

of Table #2 of Annex 1

3.2.2.2.8

ESRS E1-5 Energy

consumption and mix

paragraph 37

Indicator number 5 of Table #1 of

Annex 1

3.2.2.2.8

ESRS E1-5 Energy intensity

associated with activities in

high climate impact sectors

paragraphs 40 to 43

Indicator number 6 of Table #1 of

Annex 1

3.2.2.2.8

ESRS E1-6 Gross Scopes 1, 2

and 3 and total GHG emissions

paragraph 44

Indicator number 1 of Table #1 of

Annex 1 and Indicator number 2

of Table #1 of Annex 1

Article 449a; Regulation (EU)

No 575/2013; Commission

Implementing Regulation (EU)

2022/2453 Template 1:

Banking book – Climate change

transition risk: Credit quality of

exposures by sector, emissions

and residual maturity

Delegated Regulation (EU) 2020/

1818, Article 5(1), 6 and 8(1)

3.2.2.2.9

ESRS E1-6 Gross GHG

emissions intensity paragraphs

53 to 55

Indicator number 3 of Table #1 of

Annex 1

Article 449a Regulation (EU)

No 575/2013; Commission

Implementing Regulation (EU)

2022/2453 Template 3:

Banking book – Climate change

transition risk: alignment

metrics

Delegated Regulation (EU) 2020/

1818, Article 8(1)

3.2.2.2.9

ESRS E1-7 GHG removals and

carbon credits paragraph 56

Regulation

(EU) 2021/

1119, Article

2(1)

3.2.2.2.10

ESRS E1-9 Exposure of the

benchmark portfolio to climate-

related physical risks

paragraph 66

Delegated Regulation (EU) 2020/

1818, Annex II and Delegated

Regulation (EU) 2020/1816,

Annex II

Non

applicable

ESRS E1-9 Disaggregation of

monetary amounts by acute

and chronic physical risk

paragraph 66 (a)ESRS E1-9

Location of significant assets at

material physical risk

paragraph 66 (c)

Article 449a Regulation (EU)

No 575/2013; Commission

Implementing Regulation (EU)

2022/2453 paragraphs 46 and

47; Template 5: Banking book –

Climate change physical risk:

Exposures subject to physical

risk

Non

applicable

ESRS E1-9 Breakdown of the

carrying value of its real estate

assets by energy-efficiency

classes paragraph 67 (c)

Article 449a Regulation (EU)

No 575/2013; Commission

Implementing Regulation (EU)

2022/2453 paragraph 34;

Template 2: Banking book –

Climate change transition risk:

Loans collateralised by

immovable property – Energy

efficiency of the collateral

Non

applicable

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Disclosure requirement and related

datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference

EU Climate Law

reference

Section of

the URD

ESRS E1-9 Degree of exposure

of the portfolio to climate-

related opportunities paragraph

Delegated Regulation (EU) 2020/

1818, Annex II

Non

applicable

ESRS E2-4 Amount of each

pollutant listed in Annex II of

the E-PRTR Regulation

(European Pollutant Release

and Transfer Register) emitted

to air, water and soil paragraph

Indicator number 8 of Table #1 of

Annex 1, Indicator number 2 of

Table #2 of Annex 1, Indicator

number 1 of Table #2 of Annex 1,

and Indicator number 3 of Table

#2 of Annex 1

Non

applicable

ESRS E3-1 Water and marine

resources paragraph 9

Indicator number 7 of Table #2 of

Annex 1

3.2.2.3.2

ESRS E3-1 Dedicated policy

paragraph 13

Indicator number 8 of Table 2 of

Annex 1

3.2.2.3.2

ESRS E3-1 Sustainable oceans

and seas paragraph 14

Indicator number 12 of Table #2

of Annex 1

3.2.2.3.2

ESRS E3-4 Total water

recycled and reused paragraph

28 (c)

Indicator number 6.2 of Table #2

of Annex 1

3.2.2.3.5

ESRS E3-4 Total water

consumption in m3 per net

revenue on own operations

paragraph 29

Indicator number 6.1 of Table #2

of Annex 1

3.2.2.3.5

ESRS 2 – IRO 1 – E4 paragraph

16 (a) i

Indicator number 7 of Table #1 of

Annex 1

3.2.2.4.3

ESRS 2 – IRO 1 – E4 paragraph

16 (b)

Indicator number 10 of Table #2

of Annex 1

3.2.2.4.3

ESRS 2 – IRO 1 – E4 paragraph

16 (c)

Indicator number 14 of Table #2

of Annex 1

3.2.2.4.3

ESRS E4-2 Sustainable land /

agriculture practices or policies

paragraph 24 (b)

Indicator number 11 of Table #2

of Annex 1

3.2.2.4.4

ESRS E4-2 Sustainable oceans

/ seas practices or policies

paragraph 24 (c)

Indicator number 12 of Table #2

of Annex 1

3.2.2.4.4

ESRS E4-2 Policies to address

deforestation paragraph 24 (d)

Indicator number 15 Table #2 of

Annex 1

3.2.2.4.4

ESRS E5-5 Non-recycled waste

paragraph 37 (d)

Indicator number 13 of Table #2

of Annex 1

3.2.2.5.6

ESRS E5-5 Hazardous waste

and radioactive waste

paragraph 39

Indicator number 9 of Table #1 of

Annex 1

3.2.2.5.6

ESRS 2 – SBM3 – S1 Risk of

incidents of forced labour

paragraph 14 (f)

Indicator number 13 of Table #3

of Annex I

3.2.3.1.2

ESRS 2 – SBM3 – S1 Risk of

incidents of child labour

paragraph 14 (g)

Indicator number 12 of Table #3

of Annex I

3.2.3.1.2

ESRS S1-1 Human rights policy

commitments paragraph 20

Indicator number 9 of Table #3 of

Annex I and Indicator number 11

of Table #1 of Annex I

3.2.3.1.3

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Disclosure requirement and related

datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference

EU Climate Law

reference

Section of

the URD

ESRS S1-1 Due diligence

policies on issues addressed by

the fundamental International

Labour Organization

Conventions 1 to 8

paragraph21

Delegated Regulation (EU) 2020/

1816, Annex II

3.2.3.1.3

ESRS S1-1 processes and

measures for preventing

trafficking in human beings

paragraph 22

Indicator number 11 of Table #3

of Annex I

3.2.3.1.3

ESRS S1-1 workplace accident

prevention policy or

management system

paragraph 23

Indicator number 1 of Table #3 of

Annex I

3.2.3.1.5

ESRS S1-3 grievance/

complaints handling

mechanisms paragraph 32 (c)

Indicator number 5 of Table #3 of

Annex I

3.2.3.1.5

ESRS S1-14 Number of

fatalities and number and rate

of work-related accidents

paragraph 88 (b) and (c)

Indicator number 2 of Table #3 of

Annex I

Delegated Regulation (EU) 2020/

1816, Annex II

3.2.3.1.14

ESRS S1-14 Number of days

lost to injuries, accidents,

fatalities or illness paragraph

88 (e)

Indicator number 3 of Table #3 of

Annex I

3.2.3.1.14

ESRS S1-16 Unadjusted gender

pay gap paragraph 97 (a)

Indicator number 12 of Table #1

of Annex I

Delegated Regulation (EU) 2020/

1816, Annex II

3.2.3.1.15

ESRS S1-16 Excessive CEO pay

ratio paragraph 97 (b)

Indicator number 8 of Table #3 of

Annex I

3.2.3.1.15

ESRS S1-17 Incidents of

discrimination paragraph 103

(a)

Indicator number 7 of Table #3 of

Annex I

3.2.3.1.16

ESRS S1-17 Non-respect of

UNGPs on Business and Human

Rights and OECD paragraph

104 (a)

Indicator number 10 of Table #1

of Annex I and Indicator number

14 of Table #3 of Annex I

Delegated Regulation (EU) 2020/

1816, Annex II and Delegated

Regulation (EU) 2020/1818 Art

12 (1)

3.2.3.1.16

ESRS 2 – SBM3 – S2 Significant

risk of child labour or forced

labour in the value chain

paragraph 11 (b)

Indicator number 12 of Table #3

of Annex I and Indicator number

13 of Table #3 of Annex I

3.2.3.1.2

ESRS S2-1 Human rights policy

commitments paragraph 17

Indicator number 9 of Table #3 of

Annex 1 and Indicator number 11

of Table #1 of Annex 1

3.2.3.2.3

ESRS S2-1 Policies related to

value chain workers paragraph

Indicator number 11 of Table #3

of Annex 1 and Indicator number

4 of Table #3 of Annex 1

3.2.3.2.3

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Disclosure requirement and related

datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference

EU Climate Law

reference

Section of

the URD

ESRS S2-1 Non-respect of

UNGPs on Business and Human

Rights principles and OECD

guidelines paragraph 19

Indicator number 10 of Table #1

of Annex 1

Delegated Regulation (EU) 2020/

1816, Annex II and Delegated

Regulation (EU) 2020/1818, Art

12 (1)

3.2.3.2.3

ESRS S2-1 Due diligence

policies on issues addressed by

the fundamental International

Labour Organization

Conventions 1 to 8 paragraph

Delegated Regulation (EU) 2020/

1816, Annex II

3.2.3.2.3

ESRS S2-4 Human rights

issues and incidents connected

to its upstream and

downstream value chain

paragraph 36

Indicator number 14 of Table #3

of Annex 1

3.2.3.2.6

ESRS S3-1 Human rights policy

commitments paragraph 16

Indicator number 9 of Table #3 of

Annex 1 and Indicator number 11

of Table #1 of Annex 1

3.2.3.3.3

ESRS S3-1 Non-respect of

UNGPs on Business and Human

Rights, International Labour

Organization principles and/or

OECD guidelines paragraph 17

Indicator number 10 of Table #1

of Annex 1

Delegated Regulation (EU) 2020/

1816, Annex II Delegated

Regulation (EU) 2020/1818, Art

12 (1)

3.2.3.3.3

ESRS S3-4 Human rights

issues and incidents paragraph

Indicator number 14 of Table #3

of Annex 1

3.2.3.3.6

ESRS S4-1 Policies related to

consumers and end-users

paragraph 16

Indicator number 9 of Table #3 of

Annex 1 and Indicator number 11

of Table #1 of Annex 1

3.2.3.4.3

ESRS S4-1 Non-respect of

UNGPs on Business and Human

Rights and OECD guidelines

paragraph 17

Indicator number 10 of Table #1

of Annex 1

Delegated Regulation (EU) 2020/

1816, Annex II Delegated

Regulation (EU) 2020/1818, Art

12 (1)

3.2.3.4.3

ESRS S4-4 Human rights

issues and incidents paragraph

Indicator number 14 of Table #3

of Annex 1

3.2.3.4.6

ESRS G1-1 United Nations

Convention against Corruption

paragraph 10 (b)

Indicator number 15 of Table #3

of Annex 1

3.2.4.2

ESRS G1-1 Protection of

whistle-blowers paragraph 10

(d)

Indicator number 6 of Table #3 of

Annex 1

3.2.4.2

ESRS G1-4 Fines for violation of

anti-corruption and anti-

bribery laws paragraph 24 (a)

Indicator number 17 of Table #3

of Annex 1

Delegated Regulation (EU) 2020/

1816, Annex II

2.4.5,

3.2.4.5

ESRS G1-4 Standards of anti-

corruption and anti-bribery

paragraph 24 (b)

Indicator number 16 of Table #3

of Annex 1

2.4.5,

3.2.4.5

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3.2.1.2 Governance

3.2.1.2.1 The role of the administrative,

management and supervisory bodies

(ESRS 2 GOV-1)

3.2.1.2.1.1 Composition of the administrative,

management and supervisory bodies

and their access to expertise and skills

with regard to sustainability matters

The governance structure of URW SE is detailed in Section 2.2

Management and Supervisory bodies.

Management Board as at December 31, 2024

As of December 31, 2024, the Management Board (“MB”) is composed

of 5 members and chaired by Mr Jean-Marie Tritant; for full details

please refer to Section 2.2.1.1 Composition of the Management Board.

The percentage of women within the MB is of 20% (1 out of 5).

In addition to overseeing the Human Resources, Sustainability and

Information Technology departments, Sylvain Montcouquiol, the Chief

Resources and Sustainability Officer ("CRSO"), supervises the

implementation of the Better Places roadmap (Environmental

Transition, Sustainable Experience and Thriving Communities) and

CSRD compliance. For more information, please see Section 2.2.1 The

Management Board.

Supervisory Board as at December 31, 2024

The Supervisory Board (“SB”) composition is detailed in Section 2.2.2.1.2

Composition of the Supervisory Board. The competencies and skills of

the SB members are available in Section 2.2.2.1.2 Composition of the

Supervisory Board where a detailed experience matrix is provided. A

focus is made on the 9 key competencies identified to best carry out the

SB duties, in light of the nature and scope of the Group’s core business

and strategy, with “ESG/sustainability” being part of those 9 essential

skills.

100% of the SB members have been qualified as ESG/sustainability

experts, with those specific skills (competencies in social, environment,

climate and governance matters, and sustainability) being further

developed in the biographies of the SB members (see Section 2.2.2.1.2

Composition of the Supervisory Board). It has been discussed and

decided within the Governance, Nomination and Remuneration

Committee (“GNRC”) and the SB to prioritise recruiting SB members

with robust ESG/sustainability expertise to ensure that they can

challenge efficiently the ESG/sustainability strategies proposed by the

MB.

As a consequence, the SB as a whole represents a wide range of ESG/

sustainability expertise, having been in their other/former functions or

being currently responsible for, amongst others: sustainable finance

and impact funds platforms, implementation of ESG strategies with

environmental values (notably on carbon footprint reduction, net zero

carbon strategy or energy transition), sustainable developments,

circular economy, extra financial indicators, sustainability standards,

human capital, environmental certification of development projects,

and/or relations with institutional equity investors. Some members also

sit on ESG clubs, other boards, or ESG, Strategy or Steering

Committees, and/or have executive positions with ESG and

sustainability responsibilities. In their different positions they also

monitor compliance and business ethics, corporate social responsibility

strategy and practices, ensuring non-discrimination, and oversee

diversity and talent management, notably change management and

related reporting.

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3.2.1.2.1.2 Roles and responsibilities of the administrative, management and supervisory bodies with

regard to sustainability matters

The sustainability governance and the Better Places roadmap are built around 3 priorities:

• Monitoring sustainability performance by ensuring that the objectives of the Better Places programme are fully integrated into the Group’s

business and decision-making processes;

• Engaging all stakeholders and employees of the Group in order to collectively achieve the objectives of the Better Places roadmap; and

• Complying with all sustainability-related regulations, such as the CSRD and the upcoming Corporate Sustainability Due Diligence Directive

("CS3D").

BETTER PLACES COORDINATION MEETINGS

Sylvain Montcouquiol (CRSO & Sponsor) + Clément Jeannin

(Group Director of Sustainability) + Pillar leads

SUPERVISORY BOARD

MANAGEMENT BOARD

Quarterly updates

GOVERNANCE, NOMINATION AND

REMUNERATION COMMITTEE

Ad hoc meetings

AUDIT COMMITTEE

At least 1/year

SUSTAINABILITY TEAM

SUSTAINABILITY CHAMPIONS

Monthly meetings

EUROPEAN EMPLOYEE

COMMITTEE

Ad hoc meetings

CHIEF OPERATING

OFFICERS’ MEETINGS

Ad hoc meetings

EXECUTIVE COMMITTEE

Quarterly meeting

ENVIRONMENTAL

TRANSITION

SUSTAINABLE

EXPERIENCE

THRIVING

COMMUNITIES

PERFORMANCE

MANAGEMENT

BETTER PLACES ROADMAP

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The sustainability governance is structured around the following

bodies:

• The Supervisory Board ("SB")

(1)

, including its two committees (the

Audit Committee ("AC") and the Governance, Nomination and

Remuneration Committee, GNRC), oversees the sustainability

programme as part of its regular business reviews and discusses the

sustainability roadmap during regular, ad hoc or strategy sessions

whenever needed.

ESG is a core component of URW’s long-term competitive strategy

and at the heart of the Group business model. ESG topics are

monitored directly at the SB level in plenary sessions, given its

importance and the willingness to associate all SB members in these

discussions, the SB believing that a specific committee would not be

relevant. Indeed, the strategic nature of that matter and the

Company’s requirement to address them at the SB level are of

paramount importance. ESG is also presented and discussed in more

detail twice a year, with a focus on ongoing issues and the action plan,

in the presence of the Group Director of Sustainability. ESG is also a

topic regularly discussed at annual strategic meetings or ad hoc

sessions, during the onboarding programme, and the SB ongoing

trainings.

A comprehensive resume of skills and experiences of each SB

member is disclosed in Section 2.2.2.1.2 Composition and Diversity of

the Supervisory Board (as of December 31, 2024), which is discussed

and updated each year. Specifically, for ESG/sustainability skill,

detailed reports are provided through a matrix gathering the SB

expertise in ESG as a whole. This enables to monitor the SB expertise,

and be proactive in recruiting future SB members with adequate

profiles. Additionally, on that basis, the SB can request external

reports and specific trainings, to remain able to challenge the MB on

the sustainability roadmap and future opportunities. For more

information on the skills and experiences of SB members, please see

Section 2.2.2.1.2 Composition and Diversity of the Supervisory Board.

• The Audit Committee ("AC")

(1)

is provided with comprehensive

information on sustainability matters. It oversees the sustainability

reporting process, the effectiveness of internal control and risk

management systems in relation to sustainability, and where

appropriate, internal audits in relation to sustainability reporting. The

AC is responsible for the supervision of the double materiality

analysis updates and changes in terms of material IROs, as it

supervises the processes of preparation and publishment of financial

and non-financial information by the Group. The effectiveness of

internal control is the responsibility of the Management Board, and

the Supervisory Board (in particular via the Audit Committee) and

they monitor its implementation.

• The Governance, Nomination and Remuneration Committee

("GNRC")

(1)

oversees social and governance matters. This includes

data on URW’s Diversity Policy, as well as social and governance

practices, compliance, ethics and human resources. It regularly

reviews and assesses the effectiveness of the actions in place,

making necessary adjustments to enhance the Group’s performance.

The GNRC discuss the sustainability metrics used in short-term

incentive (“STI”) and long-term incentive (“LTI”) targets included in

the remuneration policy. This approach ensures that social and

governance matters are integrated into URW’s core business

strategy, promoting long-term value creation for all stakeholders.

• The Management Board ("MB")

(2)

and the Executive Committee

("EC") act as the Group Sustainability Steering Committee by

defining the strategy and key Group policies, and by monitoring the

implementation of the sustainability programme presented and

reviewed by the SB. They are responsible for advancing URW’s Better

Places sustainability roadmap, and oversee policies, actions and

targets related to material IROs, as they are actively involved in the

decision-making process regarding sustainability initiatives, ensuring

that the Group’s business operations align with its commitment to

sustainable development. They report on progress and results to the

SB. The MB and EC are chaired by the Chief Executive Officer (“CEO”).

The CRSO is responsible for overseeing progress related to material

IROs for URW. For more information on the scope of each MB and EC

member, please see Section 2.2.1.2 Management Board Functioning.

• Chief Operating Officers (“COOs”) are members of the EC. There

may be instances where ad hoc meetings are convened. These

meetings serve to brief them on specific topics that necessitate local

input, roll-out and approval. This approach ensures that all of URW’s

geographical regions are incorporated into the sustainability

decision-making process.

• Better Places coordination meetings regroup Sylvain

Montcouquiol

(3)

, CRSO and member of the MB, Clément Jeannin,

Group Director of Sustainability, and the pillar leads of the Better

Places roadmap. The meetings are dedicated to follow-up on the

action plan of the Better Places roadmap with topical presentation of

material IROs, and ensure coordination across all functions and

geographies.

• A dedicated Sustainability team is responsible for overseeing and

supporting the implementation of the Group’s sustainability roadmap

across the organisation. This team develops tools and methodologies

and supports and trains other corporate teams as well as the

country/regional teams. It shares best practices and measures

sustainability performance to regularly report on results and

progress achieved (see Section 3.1 Better Places roadmap).

(1) Please see the last version of the applicable Charter at https://www.urw.com/en/group/corporate-governance/the-supervisory-board.

(2) Please see the last version of the applicable Charter at https://www.urw.com/en/group/corporate-governance/the-management-board.

(3) Reports directly to the CEO.

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• Sustainability Champions play a crucial role in advancing the

Better Places roadmap. They serve as local contact points,

coordinate sustainability efforts and address any specific issues that

arise at the local level. These profiles act as a bridge between

corporate teams and local teams, ensuring that policies defined at

the Group level are adequately deployed across all geographies. This

structure allows for a smooth flow of information and ensures that

sustainability practices are consistently implemented throughout the

organisation.

• The European Employee Committee (“EEC”) also plays a role in

the implementation of the Better Places roadmap. The EEC is

informed and/or consulted through ad hoc meetings to ensure that

employee representatives are adequately integrated into the overall

governance as well as in the implementation of Better Places. Topics

discussed in 2024 include URW’s homeworking policy, inclusion

(maternity leaves/parenthood management), the Group’s

restructuring approach, talent retention, work-life balance

management, processes optimisation opportunities, learning and

development, and CSRD implementation. The CSRD topic has also

been addressed by the French local employee committee. The EEC’s

involvement underscores URW’s commitment to transparency in the

pursuit of its sustainability targets and involving employees into the

implementation.

Focus on sustainability performance management

URW has established a dedicated sustainability performance

management to ensure that progress against the targets set in the

Better Places roadmap, as well as key sustainability topics, are

thoroughly monitored and discussed with various internal stakeholders.

This systematic approach guarantees that all relevant aspects of

sustainability are addressed and integrated into the Group’s overall

strategy and performance monitoring mechanisms.

• Group sustainability performance reviews: each year, the AC,

the GNRC, the MB, and the EC receive a comprehensive report on the

implementation of the Better Places roadmap (see Section 3.1 Better

Places roadmap). This report provides an in-depth analysis of the

progress made towards achieving the Group’s sustainability targets,

highlights areas for improvement, and outlines the steps taken to

address these areas. The review ensures that all key internal

stakeholders are informed about the ongoing efforts and

advancements in URW’s sustainability initiatives.

• Regional sustainability performance reviews: these offer a

comprehensive analysis of progress at the regional level, enabling

the COO to clearly understand areas of success and those needing

improvement. These reviews provide valuable insights into top-

performing areas as well as underperforming ones and include

comparative data between regions. Additionally, these reviews serve

as a platform for Sustainability Champions and operational experts,

covering both environmental and social topics, to discuss and present

their progress. This information is shared with both the CRSO and the

local COO, fostering informed discussions and strategic planning.

When applicable, local action plans and objectives are also

discussed.

• Business plans – sustainability component: these business plans,

that integrates key financial and non-financial data, include a

dedicated sustainability components related to the roll-out of the

Better Places roadmap. These presentations feature a selection of

KPIs to provide attendees with a detailed understanding of how

capital expenditures ("CAPEX") are being invested to achieve targets

at the Group, regional and national levels.

Concerning business conduct, URW is organised with the “One Group”

concept: the MB who is accountable for the Group strategy and results,

in front of the SB. The 4 regional COOs (Central Europe, Northern

Europe and the UK, Southern Europe and the US) have both strategic

and business responsibilities of their respective areas and functional

responsibilities of their dedicated European Centre of Excellence

(International Leasing, Shopping Centre Management and PMPS;

Concept Studio; Construction; and Events) they provide with support

and expertise.

The Group Compliance Officer ("GCO") is responsible for overseeing

compliance within the organisation, and ensuring compliance with laws,

regulatory requirements, policies and procedures. The GCO provides

assurance to the Board regarding the effectiveness and efficiency of the

policies during a quarterly meeting called the “Group Ethics and

Compliance Committee”. Additionally, the GCO reports to the Group

General Counsel and to the CEO for whistleblowing matters. He also

informs the MB and SB if important issues or any material violations

arise.

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3.2.1.2.2 Information provided to and

sustainability matters addressed by the

administrative, management and

supervisory bodies (ESRS 2 GOV-2)

Sustainability is a core component of URW’s strategy and is at the heart

of the Group business model. Sustainability topics are addressed at the

SB level in plenary sessions, given its importance and the willingness to

associate all SB members in these discussions. Sustainability updates

are shared before each SB meeting, and ESG is discussed in depth

throughout the year in the presence of the MB and the Group Director of

Sustainability, including during the annual strategic seminar, the

onboarding programmes of both the SB and MB, and as often as

necessary during trainings. In 2024, the SB and the MB met at least

every quarter to discuss topics linked to the Better Places roadmap and

sustainability matters.

In 2024, the SB training session integrated 2 main sustainability topics:

an update on climate change science and a focus on biodiversity credits,

both delivered by external experts, and in presence of the CRSO and the

Group Director of Sustainability.

Sustainability is addressed and challenged at committee levels, for

topics within the responsibility of such committee and as detailed in the

tables summarising those responsibilities (see Section 2.2.2.4.

Specialised Supervisory Board committees for the GNRC and the AC),

with systematic feedback shared at SB level by committee chairs

following the committee meetings.

Audit Committee’s activities regarding

sustainability in 2024:

Sustainability is regularly addressed during AC meetings.

In 2024, it reviewed its process to ensure the quality and relevance of

the data made public. The AC (i) discussed and review the non-financial

information disclosure (2023 Sustainability performance results, and

the scope & main findings of the Third-party verifier) ; (ii) discussed the

appointment process of Sustainability Certifier, before concluding a

relevant recommendation to SB in due time, (iii) reviewed the SB

(including AC and GNRC) and MB Charters in light of the AC’s new

responsibilities related to CSRD, i.e., the non-financial responsibilities

and the appointment/involvement of the Statutory Auditors in charge of

certifying the sustainability information, and (iv) challenged the CSRD

audit approach and the next steps to be considered.The AC also deals

directly with ESG when it comes to the monitoring of risks related to

ESG (assessment, review, mitigation measures).

Governance, Nomination and Remuneration

Committee’s activities regarding sustainability in

2024:

In 2024, the GNRC specifically discussed and worked on the 2023 STI

achievements and payout, 2025 MB Remuneration Policy (for both

qualitative and quantitative targets) with a focus on new Sustainability

KPIs and targets to be defined.

The GNRC discussed the sustainability metrics used in short-term

incentive (“STI”) and long-term incentive (“LTI”) targets in the continuity

of the 2023 SB sustainability strategy workshop, and the new

sustainability roadmap announced in October 2023. The GNRC

addressed the weight of sustainability KPIs, in line with URW’s

sustainability strategy, and the evolution of the KPIs. The Group’s

Diversity Policy and the SB & MB composition and succession plannings

were discussed and challenged in depth by the GNRC. The GNRC also

discussed thoroughly the relevance of an ESG Committee, considering

that the governance structure in place is adequate and efficient to

manage properly ESG topics at SB and committees’ level. It was

outlined that (i) ESG is a core component of URW’s long-term

competitive strategy and at the heart of the Group business model, (ii)

URW's main shareholders have not raised any specific concern for URW

not having a dedicated ESG committee, and (iii) GNRC members be

invited at the AC meeting dedicated to the CSRD review (usually

planned in March).

The GNRC remains proactive in assessing ESG component in its core

business, adding systematically this topic to the annual assessment of

the effectiveness of the SB and its committees and related

questionnaire and interviews.

Focus on Viparis sustainability management: As of December 31, 2024,

Viparis’ Managing Board is composed of 6 members and chaired by Mr

Arnaud Burlin. It validates Viparis’ sustainability policy, supervises, and

makes decisions to ensure its deployment. Mrs Audrey Montecatine is

the Executive Director in charge of Central Functions. The Sustainability

team defines the sustainability strategy and works with key transversal

and operational functions to implement relevant actions in order to

achieve Viparis’ objectives. Semestrial working groups related to each

Better Events 2030 pillar (Better for the Environment, Better Heritage

and Better at Heart) are organised with key transversal functions to

ensure effective information sharing and monitoring of action plans. In

addition, a semestrial Better Events committee takes place between

the working groups and is composed of all the participants of the

different semestrial working groups and co-chaired by Mr Arnaud Burlin

and Mrs Audrey Montecatine. It steers the effective implementation of

the carbon reduction strategy and key actions and resolves situations

by arbitrating. Since 2016, there is also a community of sustainability

ambassadors, with at least one of them in each venue. Monthly

meetings between the sustainability manager and each sustainability

ambassador are organised to get feedback from the venues and to

follow the implementation of specific actions. Sustainability

ambassadors also participate in the organisation of ISO 20121 audit.

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3.2.1.2.3 Integration of sustainability-related

performance in incentive schemes (ESRS

2 GOV-3)

Remuneration based on performance has been the cornerstone of the

Group’s Remuneration Policy for many years. This ensures that the

interests of the members of the MB are aligned with the long-term value

creation objectives of the Group and its shareholders. The short-term

incentives ("STI") and the long-term incentives ("LTI") of MB members

includes an ESG component since 2017, in line with the Group’s Better

Places roadmap.

In 2024, the STI integrates ESG/Diversity & Inclusion objectives based

on the reduction in greenhouse gas emissions (5%) and the proportion of

women among employees hired or promoted to executive positions

(5%).

In summer 2023, under the guidance of the GNRC and in full alignment

with the 2023 Remuneration Policy, it was agreed to review the ESG

components of STI and LTI in 2024 so that the weighting of ESG metrics

in MB STI and LTI reflect both market practice and the Company’s

leadership on and commitment to sustainability, and to review the

Group’s metrics used in light of the evolution of Better Places to support

the environmental transition of cities and retail, as announced on

October 10, 2023.

It was therefore agreed by the GNRC to introduce a 10-metric

sustainability scorecard, increasing the weight of ESG-related

performance indicators from 20% in 2023 to 25% in 2024. On

October10, 2023, URW presented Better Places, an enhanced set of

sustainability commitments, to stakeholders. It sets out an exhaustive

list of sustainability goals, measuring its success towards the 3 pillars

of URW’s plan – Environmental Transition, Sustainable Experience and

Thriving Communities. In particular, the Group’s net zero commitments

have been reviewed and approved by the SBTi. Out of 29 metrics

announced in October, the Group selected 9 that could be used for the

purpose of an LTI, plus one indicator for the percentage of women in

senior management (pipeline); 10 metrics in total (see Section 2.3.1

Remuneration Policy).

The vast majority of employees (100% in 2024

(1)

) also have

sustainability-related goals in their individual objectives, which are

considered in the People Performance Programme and individual

incentives (Section 3.2.3.1.3 Policies related to own workforce and

Section 2.3.1 Remuneration Policy).

(1) Among employees having formalised objectives in the Group Human Resources performance assessment tool.

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3.2.1.2.4 Statement on due diligence (ESRS 2 GOV-4)

URW is not subject to French Law 2017-399 of March 27, 2017, on the duty of care of parent companies and ordering companies, and therefore does

not publish a due diligence plan. The Company is preparing for compliance with the forthcoming European CS3D which aims to encourage

sustainable and responsible business behaviour and to embed human rights and environmental considerations into corporate activities and

governance.

CORE ELEMENTS OF DUE

DILIGENCE PARAGRAPHS IN THE SUSTAINABILITY STATEMENT

a) Embedding due diligence

in governance, strategy and

business model

3.2.1.2.2 Information provided to and sustainability matters addressed by the administrative, management and supervisory bodies

3.2.1.2.3 Integration of sustainability-related performance in incentive schemes

3.2.2.4.2 Material impacts, risks and opportunities and their interaction with strategy and business model

3.2.3.1.2 Material impacts, risks and opportunities and their interaction with strategy and business model

3.2.3.2.2 Material impacts, risks and opportunities and their interaction with strategy and business model

3.2.3.2.3.1 Human rights

3.2.3.3.2 Material impacts, risks and opportunities and their interaction with strategy and business model

3.2.3.4.2 Material impacts, risks and opportunities and their interaction with strategy and business model

6.1.2 Group Enterprise Risk Management framework

b) Engaging with affected

stakeholders in all key steps

of the due diligence

3.2.1.3.2 Interests and views of stakeholders

3.2.3.2.3 Policies related to value chain workers

3.2.3.3.3 Policies related to affected communities

3.2.3.4.3 Policies related to consumers and end-users

c) Identifying and assessing

adverse impacts

3.2.1.4.1 Description of the process to identify and assess material impacts, risks and opportunities

3.2.2.2.4 Description of the process to identify and assess material climate-related impacts, risks and opportunities

3.2.2.4.3 Description of processes to identify and assess material biodiversity and ecosystem-related impacts, risks, dependencies and

opportunities

3.2.3.2.6.1 Human rights

3.2.3.2.6.2 Health and safety

3.2.4.3 Management of relationships with suppliers

3.2.4.4 Prevention and detection of corruption and bribery

d) Taking actions to address

those adverse impacts

e) Tracking the

effectiveness of these

efforts and communicating

3.2.2.2.2 Transition plan for climate change mitigation

3.2.2.4.5 Actions and resources related to biodiversity and ecosystems

3.2.3.2.6 Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material

opportunities related to value chain workers, and effectiveness of those actions

3.2.3.3.6 Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material

opportunities related to affected communities, and effectiveness of those actions

3.2.3.4.6 Taking action on material impacts on consumers and end-users, and approaches to managing material risks and pursuing

material opportunities related to consumers and end-users, and effectiveness of those actions

3.2.4.3 Management of relationships with suppliers

3.2.2.4.6 Targets related to biodiversity and ecosystems

3.2.2.2.7 Targets related to climate change mitigation and adaptation

3.2.3.1.7 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and

opportunities

3.2.3.2.7 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and

opportunities

3.2.3.3.7 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and

opportunities

3.2.3.4.7 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and

opportunities

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The sustainability approach is fully embedded into the key processes of

URW, in line with the Group’s strategic priorities and operational

concerns. Relevant management processes have been set up at each

stage of the business cycle, along with appropriate KPIs. For example:

• The URW due diligence process for asset acquisitions includes a

complete audit of technical, regulatory, environmental, and health

and safety (“H&S”) risks;

• The Group ERM framework includes climate change and

sustainability risks. Identified among the main risk factors, they are

integrated in the Risk Management Programme overviewed by the

Group Risk Committee (“GRC”), which reports regularly to the MB and

SB (see Section 6.1.2 Group Enterprise Risk Management

framework);

• Development projects are regularly reviewed in light of the Better

Places targets;

• Managed assets have an environmental action plan, with annual

performance reviews;

• The Internal Audit department conducts regular assessments of the

management and compliance processes in accordance with the rules

set by URW within each business unit;

• All HR processes ensure the promotion of diversity and inclusion and

well-being, and learning and development opportunities for

employees are a top priority;

• The training path of all employees, including new joiners, includes

relevant sustainability content, and specific functions receive in-

depth sustainability-related training tailored to their needs (see

Section 3.2.3.1.3 Policies related to own workforce);

• Individual objectives of Group employees include sustainability

objectives (see Section 3.2.3.1.3 Policies related to own workforce);

• The short-term incentive plan ("STIP") of the MB and EC as well as

the long-term incentive plan ("LTIP") of all eligible Group employees

specifically integrate sustainability-related performance criteria (see

Section 3.2.3.1.3 Policies related to own workforce); and

• Standing assets’ and development projects’ business plans integrate

sustainability components to ensure alignment with the Better

Places targets.

3.2.1.2.5 Risk management and internal controls

over sustainability reporting (ESRS 2

GOV-5)

Risk management

Sustainability risks are integrated in the global Group ERM framework,

which provides a specific risk governance and control framework (see

Section 6.1.2 Group Enterprise Risk Management framework for more

details). Related policies and action plans described in the Sustainability

Statement reflect the updates made by the Group to mitigate these

risks and the associated performance indicators are disclosed. One of

the main 5 risks categories of the Group covers environmental and

social responsibility risks (see Section 6.2.2.3 Category #3:

Environmental and social responsibility risks). In 2023, in anticipation of

the EU CSRD, the Group conducted a double materiality analysis

covering all URW’s activities, including Viparis (see Section 3.2.1.4.1

Description of the process to identify and assess material impacts, risks

and opportunities). This work was undertaken jointly by the Group’s

Sustainability team and Group Risk Management department.

The sustainability topics were defined on the basis of the sustainability

priorities highlighted by the Group’s simple materiality analysis (2022

version), the climate risk assessment, the supply chain risk assessment

and a benchmark of sustainability topics covered by real estate

companies to identify megatrends and sector impacts. The results of

the double materiality analysis were integrated to the Group risk

management process as reflected in Section 6.2.2.3 Category #3:

Environmental and social responsibility risks.

Climate change risks for the Group (physical and transitional) form a

core part of the sustainability risks analysis and are integrated in the

double materiality analysis. A more detailed overview of climate risk

management and, in particular, of the resilience of assets to physical

climate risks is provided in Section 3.2.2.2.2 Transition plan for climate

change mitigation.

Viparis engaged in a dynamic risk management assessment in 2018,

designing an initial risk map. Since then, dedicated management has

been put in place. In 2022, Viparis carried out a deep review of the ERM

framework by updating the risk mapping, the list of risk owners and the

associated governance. Each identified risk has an associated action

plan which is monitored yearly by the EC. Today, 6 categories have been

identified, distinguishing between major, significant and low risks.

Among them, 4 are directly linked to sustainability. The exercise

conducted by Viparis is consistent with the results of the Group’s double

materiality analysis.

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URW’s reporting methodology

In order to establish its Sustainability Statement, URW leveraged a

dedicated sustainability reporting tool, operational reporting tools, HR

information systems as well as financial reporting systems. These

complementary tools are used to track results and inform the Group’s

stakeholders about performance.

The Group continuously improves its reporting tools and processes in

order to fine-tune the quality and accuracy of its consolidated data. This

enables the Group to manage its data collection processes more

efficiently, track and analyse performance at all levels (site, country,

region, Group) on a regular basis, assess results against targets and

implement suitable corrective measures.

The Group sustainability reporting framework is reviewed and updated

every year to fine-tune its accuracy.

Internal controls

The Group internal control system (see Section 6.1.3 Internal control

system) covers all of the Group’s activities including sustainability.

Additionally, as part of its sustainability roadmap, URW has set up a

strong and structured governance (see Section 3.2.1.2.1.2 Roles and

responsibilities of the administrative, management and supervisory

bodies with regard to sustainability matters).

The reporting protocol defines the methodology for calculating the

environmental, social and societal indicators of the Group. This

reporting protocol provides consistent guidance and rules for all Group

entities in terms of organisation and indicator definitions. It ensures the

continuity of the reporting process and the reported information in case

of changes in the reporting teams and the auditability by the

independent third party. Annually, the Sustainability Performance

Management team keeps the sustainability reporting scope up to date,

reflecting the Group’s portfolio evolutions.

Sustainability reporting relies on two main tools: the HR Information

System and the Sustainability Reporting Tool. The HR Information

System is managed by Group HR teams and is used to collect HR-

related information throughout the Group.

The Sustainability Reporting Tool is the main platform for collecting

sustainability data at URW. It is linked to other internal Group tools that

provide specific data. The annual reporting year campaign process

(reporting period, tools, improvements vs. the previous year) describes

steps for contributors and validators to report their non-financial data

through the URW Sustainability Reporting Tool. User guides are

provided to explain the process in detail, including how to use the

Sustainability Reporting Tool and detailing users' responsibility for

gathering and entering the required non-financial data. Every year, the

Sustainability Reporting Tool’s settings are revised to reflect the

changes in KPIs, contributors and validators. This step is essential as it

ensures that the relevant contributors are given ownership and held

accountable for the data they provide to the tool, based on their specific

asset or department. Validators, meanwhile, play a key role in this

process. They oversee the correctness of the data entered by the

contributors and ensuring the completeness of the reported data. This

systematic approach supports accuracy, accountability and

completeness in URW’s data reporting process.

The Sustainability team conducts additional verifications to ensure the

consistency of the reported data, with a particular emphasis on

significant variations and missing data points. Internal controls are

documented for auditability of the validation process, either in the

Sustainability Reporting Tool directly, in the form of comments tracing

the discussion with the contributor or with the upload of a supporting

document, or in a specific document to be held and made available for

internal or external audit requests. The findings of the controls are

shared with relevant teams for them to perform corrections and identify

any applicable improvement area.

The sustainability data consolidation is performed at several

consolidation levels, managed by different teams: the regional and

platform (Europe / US) consolidation levels are most often managed

directly by the data validators. The Group-level consolidation is

managed by corporate Sustainability and People teams who calculate

Group-level indicators based on the platform results sent by the data

validators. At each step, consistency checks and variation analysis are

performed to ensure that errors are identified and corrected

accordingly.

URW’s internal controls are reviewed and updated at least every two

years by the Sustainability Performance Management team to reflect

changes in the Group sustainability roadmap, and in sustainability

regulations and standards. The update aims to ensure that internal

controls reflect best practices associated with relevant corrective

measures.

Existing controls aim to ensure that URW’s sustainability reporting

remains in line with current legal requirements and best practices,

demonstrating URW’s commitment to transparency, accountability and

sustainable development.

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3.2.1.3 Strategy

3.2.1.3.1 Strategy, business model and value chain

(ESRS 2 SBM-1)

URW, an owner, developer and operator of real estate assets, operates

in a complex value chain that spans across retail (Shopping Centres),

mixed-use assets (Offices), and Convention & Exhibition centres

(Viparis). The Group’s value chain is detailed in more depth in Section

3.2.1.1.1 General basis for preparation of the Sustainability Statement.

Its significant markets and customer groups can be found in more

details in Section 1.5 Portfolio and the Group’s total revenues can be

found in Section 4.2 Other information.

URW’s position in its value chain, allows the Group to control various

aspects of its portfolio, from the acquisition and development of new

assets to the operation, expansion and management of standing assets.

Better Places, URW’s sustainability roadmap, was conceived in direct

alignment with the Group’s overall strategy, and its performance is

regularly reviewed to ensure it continues to support URW’s broader

goals. The Better Places roadmap addresses the challenges ahead,

such as decarbonisation, adaptation to climate change, and customer

transportation. It is composed of 3 pillars – Environmental Transition,

Sustainable Experience and Thriving Communities – and is embedded

across the Group at an asset, portfolio and corporate level. For more

detailed information on URW’s business model and value chain,

particularly its key elements that affect sustainability matters, please

refer to Section 1.3 Strategy and business model and Section 3.1 Better

Places roadmap, the Group’s sustainability strategy.To understand the

Group’s exposure to its IROs, please refer to sub-section "Sustainability

risks" in Section 6.2.2.3 Category #3: Environmental and social

responsibility risks as well as the double materiality analysis in Section

3.2.1.4.1 Description of the process to identify and assess material

impacts, risks and opportunities.

URW maintains close relationships with its stakeholders, which

includes the value chain mentioned above as well as URW’s workforce

(please refer to Section 3.2.3.1.8 Characteristics of the undertaking’s

employees, for more detail on the Group’s headcount), financial

partners, associations, local communities and public authorities. A

more detailed overview of URW’s relationship with its stakeholders can

be found in Section 3.2.1.3.2 Interests and views of stakeholders.

In essence, URW’s value chain is a complex ecosystem of various

business actors and stakeholders, each playing a crucial role in the

Company’s operations.

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3.2.1.3.2 Interests and views of stakeholders (ESRS 2 SBM-2)

URW engages with stakeholders, including business partners, from the entire value chain to incorporate their interests and their views into the

sustainability roadmap. The dialogue with the stakeholders takes various formats such as interviews, satisfactions surveys, meetings and

roadshows. The stakeholders’ points of view are integrated in the double materiality assessment (and particularly the impact materiality) presented

to the AC. The Group’s stakeholders' dialogue is described in the table below.

Workforce Visitors Tenants Suppliers Financial partners Local communities Public authorities

Who they are

• Employee,

employee

representatives

• Visitors and

customers

• Tenants • Suppliers, project

managers, technical

engineers,

construction

companies, cleaning,

HVAC maintenance

and repair,

housekeeping,

intellectual services or

goods and manpower

– most commonly

used

• Investors, banks

• Third-party

category

• Intermediaries

• Joint venture

partners

• Investment and

divestment

companies

• Beneficiaries of

donations and

sponsorships

• Local residents, workers,

associations

• Elected officials and

administration,

professional

federations,

regulatory bodies

Types of

dialogue

• Yearly well-being

at work survey

• CSE and EEC

meetings

(employees’

committees)

• Internal

communication

• Customer

satisfaction

surveys

• Customer

sustainability

survey

• Yearly tenant

satisfaction

surveys

• Regular

meetings

• URW Connect

(application

used regularly

to engage and

get feedback of

tenants and

their

satisfaction)

• Discussion around

tenders and contracts

• Satisfaction surveys

• Technical meetings

• Preparation of

certifications (e.g.

BREEAM In-Use)

• Due diligence

questionnaire

• Meetings with

investors (Investor

Days, roadshows,

one-to-one meetings,

annual general

meetings)

• Participation of URW

in conferences,

including ESG

conferences

organised by banks

• Publication of official

documents (URD,

financial results,

press releases)

• Community resilience

action plans

implemented at asset

level

• Meetings such as Safety

Advisory Group

meetings, annual

transport plans and

accessibility meetings

• Local communities’

consultation for large

development projects

• Partnerships, interviews,

and meetings

• Consultation during

legislative and

regulatory process

• One-to-one meetings

• Visits of shopping

centres

• Local consultation

process

• Impact partnerships

Main

expectations

• Placing well-being

and health at the

core of the

strategy

• Improving

performance on

HR/social issues

• Development of

sustainability

initiatives in

assets

(sustainable offer

and retail mix,

sustainable

mobility options,

participation in

renaturation of

assets or urban

areas)

• Large diversified

offer with

multiple retail

categories in one

place, with a

large price range.

Consumers look

for products but

also services and

experiences

• Improve

operational

efficiency

through energy

efficiency,

mastering the

level of service

charges and

providing

information on

the asset’s

performance

• Improve the

quality of

services offered

including

general

information on

how the

shopping centre

is run

• High-quality project

management through

construction work

projects roll out,

maintenance and

equipment follow-up

and reporting

• Good financial

relationships through

invoices, orders and

partnerships.

• Strong operating and

financial

performance

• Continued focus on

deleveraging and

balance sheet

management

• Long-term value

creation

• Cash distribution

• Support our

communities in thriving

by empowering them

into employment,

supporting them in

mitigating inflation,

empowering them to

have a positive impact

on the environment and

their well-being

(especially concerning

sustainable

consumption and

biodiversity), organising

activities that promote

social inclusion and

health with support from

local stakeholders

• Be a physical social

media where people can

encounter their whole

community

• Community

consultation: platform to

raise concerns about

mobility issues, meet

planning requirements

and show evidence of

community consultation,

and discuss any safety

issues

• Policy engagement

and compliance: Raise

and discuss key

issues (taxation,

inflation, retail

matters,

decarbonation),

contribute in the

legislative and

regulatory process

and comply with

transparency

lobbying reporting

• Contributing to the

economic,

environmental, social

and societal impact

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Workforce Visitors Tenants Suppliers Financial partners Local communities Public authorities

Examples of

how we are

responding

• Employee well-

being fully

integrated in the

Better Places

roadmap and

Group HR strategy

• Workshops

offering managers

the tools to help

guide well-being

check-in

conversations with

their teams

• Sustainable offer,

measured

through the

Sustainable

Retail Index

• Communication

on sustainable

actions and

promoting

sustainable

practices

(sustainable

mobility options,

water stations,

recycling)

• Sustainable

initiatives in

assets such as

the Westfield

Good Festival

• Meetings with

retailers on

general aspects

such as

performance,

charges

(accountability)

and

sustainability

topics

• Sustainability

alignment:

sustainability policies,

environmental/

social targets shared

with all main service

providers, Responsible

Purchasing Charter

and associated clause

in contracts, sharing

the Code of Ethics

• Process

standardisation:

provision of clear

processes and

documents from URW

to follow the

processes as well as

calls for tender and

their outcomes

• Strong operating

results (sales and

footfall, vacancy,

leasing, etc.)

• Decreasing net

financial debt thanks

to disposals and

retained earnings

• Reinstatement of a

cash distribution

• Dedicated community

resilience action plan for

each centre enabling

opportunities into

employment; promoting

social inclusion or having

a positive impact on the

local environment for

the community

• Community

consultations on

development projects

through online and/or

physical questionnaires

and meetings

• Measure the shift in

behaviours and

expectations of our

visitors through an

annual survey (mobility,

consumption

behaviours, customers'

expectation of the asset)

• People supported

through training, social

inclusion and

employment

opportunities

• Partnership with WWF

France on the

preservation and the

restoration of natural

ecosystems in France

• Raise visitors awareness

of sustainability topics

(e.g. WWF partnership

on Westfield Good

Festival)

• Dedicated target in the

roadmap on biodiversity

net gain

• Membership in

representative

associations (EPRA,

AFEP, FACT, FEI,

ECSP) and Think

Thank (Palladio

Foundation)

• Publication of

lobbying reporting

(notably in France

with HATVP

(1)

)

• Social and

environmental impact

projects: measure

URW’s impact and

carry out institutional

partnerships on

health, inclusion,

culture and

democracy topics

• Team training on

public affairs topics,

regulations and

compliance rules

• Publication of an

impact report at the

Group, country and

asset level. This

report analyses and

measures the

multidimensional

impact (economic,

environmental and

social) of URW's retail

activities on its

stakeholders

• Pro bono institutional

projects such as:

- Partnership with

UN Women to

display through

URW’s assets their

call to action

campaigns on

gender equality

- Partnership with

the European

Parliament to

spotlight the

EurHope initiative

through URW’s

European assets

(1) French High Authority for Transparency in Public Affairs

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ESRS Specific stakeholder context

E1 – Climate change URW collaborates with tenants to implement energy-efficient practices and sustainable operations within their leased

spaces.

Through transparent reporting and regular updates, URW keeps investors and partners informed about its

environmental performance and sustainability initiatives. This includes sharing progress on reducing carbon emissions,

enhancing energy efficiency, and achieving green building certifications.

URW maintains open communication with regulatory bodies to ensure compliance with environmental regulations and

standards. The Company participates in industry forums and working groups to stay abreast of regulatory changes and

advocate for sustainable policies.

Partnering with environmental NGOs, URW supports initiatives aimed at protecting natural resources and promoting

sustainability. These collaborations often involve joint projects, research, and awareness campaigns to drive positive

environmental outcomes.

E3 – Water and marine resources

E4 – Biodiversity and ecosystems

E5 – Resource use and circular economy

S1 – Own workforce Employees are actively engaged through representative bodies on critical issues such as well-being, flexibility, diversity,

equity and inclusion ("DEI"), training, gender equality, and H&S. The URW People teams, led by the Group People

Officer, include three centres of expertise and five regional People teams that implement Group policies. Social dialogue

is facilitated through the EEC, which meets at least twice a year to discuss the Group’s strategy, economic situation and

working conditions. This committee also serves as a forum for exchanging best practices and addressing employment

issues at the European level. Additionally, the Group organises monthly meetings with the Social and Economic

Committee in France and trade union organisations in each region where an equivalent body operates.

URW ensures that its business model and strategy are clearly communicated and shared with the workforce. The EEC

is provided annually with comprehensive information regarding the market, the Group’s financial results, development

and investment projects, and strategic transactions. This transparency allows employees to understand the broader

context of their work and the Company’s direction. For example, in 2024, the EEC was informed and consulted on the

Group’s strategy, organisational changes, and the implementation of a new homeworking policy.

S2 – Value chain workers Value chain workers are integral to URW’s two core activities:

• Standing assets: URW directly interacts with upstream value chain workers, including on-site workers such as

cleaning, maintenance, and security personnel. For these workers, URW has an influence on their working conditions.

Additionally, employees of tenants and retailers are present on site, though URW has a limited influence over this

group.

• Development projects and construction sites: URW collaborates with general contractors and construction

companies, employing construction workers on URW’s behalf.

While the involvement of value-chain workers in URW’s operations might be indirect, their contribution to URW’s

success is significant. Therefore, URW strives to ensure their rights and interests are always protected and respected.

For more information on URW’s approach towards its suppliers and business partners, including their employees,

please refer to Section 3.2.4.3 Management of relationships with suppliers.

S3 – Affected communities URW is deeply committed to integrating local communities into its operating model for standing assets. URW engages

with a variety of local stakeholders via its Community Resilience Action Plans in its approach to generating a positive

social impact. Community resilience is a complex, multifaceted concept that involves preparedness against hazards,

protection against risks, and the promotion of stable living conditions. URW’s Community Resilience Actions Plans are

an integral part of the social strategy designed at asset level to contribute to the long-term development of the

community.

These plans are integrated into the management of URW’s standing assets, ensuring that the interests of local

communities are considered and prioritised. Taking into account the expectations of stakeholders within the framework

of the Community Resilience Action Plan allows URW to understand local social issues, identify various partners,

associations, and local initiatives, prioritise actions, and thus establish appropriate partnerships. URW strives to

measure its social impact, in order to better understand the aggregate impacts of its work and collaborate with local

communities to achieve greater change. This process is crucial for URW to ensure that its operations are not only

profitable but also beneficial to the communities in which it operates.

Moreover, URW’s commitment to sustainability, as demonstrated by its Better Places roadmap, further underscores its

dedication to community integration. By setting ambitious targets through the Better Places roadmap (please refer to

Section 3.1 Better Places roadmap, for more detailed information on URW’s sustainability targets), URW serves

communities and areas in which the Group operates. In essence, community integration is at the heart of URW’s

business model, influencing everything from the management of standing assets to the planning and execution of

development projects. These relationships are critical to develop and operate assets meeting stakeholders’

expectations in all respects.

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ESRS Specific stakeholder context

S4 – Consumers and end-users URW partners with its visitors and stakeholders of the retail industry to accelerate the transition towards more

sustainable experiences. The objectives are to:

• Increase and promote to its partners and visitors the sustainability performance of URW’s places;

• Support the sustainable evolution of retail through an innovative and dynamic approach providing insights into

retailers’ sustainability journey; and

• Integrate sustainability-driven initiatives at the core of the customer journey.

With over 900 million visits and hundreds of brands in URW’s centres each year globally, the Group has the unique

ability to support the sustainable evolution of retail while meeting the changing needs of consumers. URW collaborated

with its stakeholders to align initiatives with their interests by:

• Conducting customer surveys with a specific focus on sustainability-related topics to gather insights and feedback,

ensuring that URW initiatives meet their needs and expectation;

• Conducting tenant satisfaction surveys in each shopping centre in Continental Europe and the UK, to gather the

tenants’ feedback on key topics such as accessibility, marketing, security, cleaning, services, sustainability and

management of the shopping centre, leveraging the “Connect” app; and

• Individually engaging with retailers’ sustainability teams to present URW’s sustainability approach, which aims to

support retailers in their sustainability transformation roadmap.

For more details on the governance and on the business model, please see Section 3.2.1.2.1 The role of the

administrative, management and supervisory bodies and Section 3.2.1.3.1 Strategy, business model and value chain.

G1 – Business conduct URW engages with a diverse range of stakeholders to ensure responsible business conduct, as outlined in its

Responsible Purchasing Charter and Code of Ethics. This includes employees and their representatives, whose

commitment to upholding high ethical standards is paramount. Suppliers and contractors, such as project managers,

technical engineers, and service providers, are integral to the supply chain, and their adherence to sustainable practices

is crucial. Public authorities, including government bodies, elected officials, and regulatory agencies, play a key role in

overseeing compliance with laws and regulations. Additionally, intermediaries, joint venture partners, and investment

and divestment companies facilitate various business operations and transactions. Beneficiaries of donations and

sponsorships reflect URW’s dedication to social responsibility. By engaging effectively with these stakeholders, URW

ensures that responsible and sustainable practices are maintained across all aspects of its business.

3.2.1.3.3 Material impacts, risks and opportunities

and their interaction with strategy and

business model (ESRS 2 SBM-3)

As mentioned in 3.2.1.4 Impact, risk and opportunity management, URW

is committed to transparency and accountability in disclosing its

material IROs. The double materiality analysis conducted

complemented the previous risk assessments to identify and assess

these factors, considering both internal operations and external

environment.

URW’s strategy and business model (see Section 1.3 Strategy and

business model) are designed to be responsive and adaptable to the

topics identified as material for URW. The Group continuously monitors

and evaluates performance in relation to these impacts and risks and

seizes opportunities that align with its strategic objectives (see sub-

section "Sustainability risks" in Section 6.2.2.3 Category #3:

Environmental and social responsibility risks).

The Better Places roadmap is consistent with material IROs and is

integrated in the Group strategy and aligned wit its business model. It

ensures that URW’s strategy and business model are resilient and

sustainable, capable of delivering value to its stakeholders while

mitigating potential risks. The comprehensiveness and proactive nature

of URW’s approach enhances its competitiveness and contributes to

long-term value creation.

URW lists its material IROs in section 3.2.1.4.1 Disclosure Requirements

in ESRS covered by the undertaking’s sustainability statement (ESRS 2

IRO-2). The table below aims to clarify where, in its business model, its

own activities and its upstream and downstream value chain, these

IROs are concentrated.

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ESRS

IRO / Sub-topic

Upstream value

chain

Own operations

Downstream

value chain

ESRS E1: Climate change GHG emissions of construction X X 

ESRS E1: Climate change

GHG emissions and energy

consumption of building operations

 X X

ESRS E1: Climate change

GHG emissions from visitors' mode of

transport

  X

ESRS E1: Climate change Adaptation to climate change  X 

ESRS E3: Water and marine resources Water consumption  X 

ESRS E4: Biodiversity and ecosystems Biodiversity in development projects X X 

ESRS E5: Circular economy

Consumption of raw materials for

development projects

X X 

ESRS E5: Circular economy

Waste management for the

operations in standing assets

 X X

ESRS S1: Own workforce

Gender equality and equal pay for

work of equal value

 X 

ESRS S1: Own workforce Diversity, equity and inclusion  X 

ESRS S1: Own workforce Training and skills development  X 

ESRS S1: Own workforce Social dialogue  X 

ESRS S4: Consumers and end-users

Compliance with human rights for

workers in the value chain

X X X

ESRS S1: Own workforce and ESRS S2: Workers in the value

chain

Impacts on communities  X X

ESRS S4: Consumers and end-users

Responsible consumption – Access to

products and services

  X

ESRS S1: Own workforce and ESRS S2: Workers in the value

chain

Health, safety and security:

inoperated assets and on

construction sites

 X 

ESRS G1: Governance

Responsible and sustainable

interaction with supply chain

X X 

ESRS G1: Governance Business ethics and corruption X X X

The Group's risk management system covers the material risks identified in the double materiality analysis, and is associated with appropriate action

plans designed to mitigate these risks. Apart from the risks associated with climate change, the impact of which is detailed in the note in section

5.4.2.5 of this report, the Group does not expect any material adjustments to its financial statements as a result of these material issues.

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The following table aims at providing a synthetic and limited insight into each of the material topics listed in the double materiality assessment.

Environmental topics

Environmental topics stand out as the most material for URW, as 9 separate topics out of 11 have been singled out as material. They are all linked to

URW’s direct activity, all along its value chain.

The topics identified as representing high impacts, risks or opportunities for URW are biodiversity in development projects, consumption of raw

materials, adaptation to climate change, water consumption in water-stressed areas, waste volumes as well as GHG emissions and energy

consumption of building operations.

GHG emissions of construction (ESRS E1)

Impacts

E1-I-1: Environmental impact: The construction sector significantly contributes to global GHG emissions, mainly through the embodied carbon emissions of

buildings, which include all the emissions linked with the production of construction materials. This impact is connected to the development activities of URW.

GHG emissions and energy consumption of building operations (ESRS E1)

Impacts

E1-I-2: Environmental impact: The management of energy consumption in common areas and Scopes 1 and 2 emissions are under URW’s direct control and are its

primary responsibility to achieve national and global decarbonisation targets. Additionally, URW considers Scope 3 emissions by collaborating with tenants to

manage and reduce their energy consumption.

Risks

E1-R-1: Rising costs of energy from renewable resources: The transition to greener energy sources, while environmentally beneficial, may lead to an increase in

operational costs due to potential price volatility or premium pricing of renewable energy in a context where demand may grow faster than the offer.

E1-R-2: Capital expenditure risks for emission reduction: Decarbonisation targets and associated regulation may require additional CAPEX beyond those currently

planned by URW, including CAPEX concerning tenant areas, potentially affecting asset values.

E1-R-3: Risk of rent impact due to tenant energy and carbon works: Initiatives to reduce energy consumption and carbon emissions could necessitate changes to

rented spaces, potentially affecting rental income if tenants are unwilling or unable to bear the costs of these modifications.

E1-R-4: Asset devaluation risk: If properties are not upgraded to meet evolving sustainability standards, there is a risk of potential devaluation due to decreased

market demand for non-green buildings.

Opportunities

E1-O-1: Opportunity to invest in energy-efficient equipment and renewable energy sources: For URW assets, it will reduce GHG emissions and energy consumption.

This could also lead to energy-related cost savings and reinforced operational efficiency in the long run for URW.

E1-O-2: Reducing GHG emissions and energy consumption: URW could attract more customers (tenants looking for space supporting their own energy and carbon

strategies) and investors (allocating capital to buildings demonstrating long-term energy and carbon energy performance while improving the liquidity of the

portfolio).

GHG emissions from visitors’ mode of transport (ESRS E1)

Impacts

E1-I-3: The transport of visitors to and from URW’s shopping centres significantly contributes to URW's GHG emissions. In particular, the use of combustion-powered

cars by visitors represents the most carbon-intensive mode of transport.

Adaptation to climate change (ESRS E1)

Impacts

E1-I-4: Maladaptation: There is a risk of maladaptation, where efforts to adapt to climate change inadvertently increase vulnerability to climate impacts. For

example, protecting properties from heat island effect could lead to increased heat stress elsewhere.

E1-I-5: Resource depletion: Adaptation measures may require significant resources, which could lead to resource depletion for communities in which URW evolves.

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Water management (ESRS E3)

Impacts

E3-I-1: Water scarcity: Inefficient water management practices can contribute to water scarcity, particularly in regions already experiencing water stress (“water-

stressed areas” as defined by URW and based on the WWF Water Risk Filter).

Biodiversity in development projects (ESRS E4)

Impacts

E4-I-1: Biodiversity net gain: URW aims to achieve a biodiversity net gain for all development projects. This means that the biodiversity value of the development site

post-construction is greater than it was pre-construction.

E4-I-2: Resource use: The use of natural resources in construction can contribute to habitat loss and biodiversity decline.

E4-I-3: Habitat disruption: Construction and development activities can disrupt local habitats, potentially harming local flora and fauna.

Risks

E4-R-1: Development restrictions related to biodiversity preservation: These may limit opportunities to develop project in certain areas. It could have a CAPEX

impact in the case where these restrictions apply to a development project before permit obtention.

E4-R-2: Emerging standards and consumer expectations: As standards for biodiversity protection emerge and consumers expect a certain level of biophilia, there

could be additional costs to meet them. This could include costs for incorporating green spaces, using sustainable materials, or implementing other biodiversity-

friendly practices.

E4-R-3: Costs of integrating biodiversity into development projects: Integrating biodiversity into development projects, or reducing developable space to preserve

natural habitats, could increase project costs.

Opportunities

E4-O-1: Asset value appreciation: By integrating biodiversity considerations into development projects, URW can enhance the total asset value in a context of

demand for such buildings by building users and investors.

E4-O-2: Unlocking new development opportunities: Biodiversity-friendly developments can unlock new opportunities in URW’s portfolio. For instance, developments

that incorporate green spaces or wildlife habitats can attract a wider range of tenants and customers. This could also strengthen its brand and attract more

customers, thereby reinforcing its reputation as a responsible and sustainable developer.

Consumption of raw materials (ESRS E5)

Impacts

E5-I-1: Contribution to sustainable practices: By sourcing sustainable raw materials for its construction projects, URW can contribute to sustainable development

goals. This can have a positive impact on communities and society by promoting economic growth and environmental sustainability. URW’s efforts to reduce the

consumption of raw materials can drive innovation in construction techniques and materials. This can lead to the development of more sustainable buildings,

benefiting tenants and the wider community.

E5-I-2: Resource use and efficiency: By using raw materials more efficiently for its development projects, URW can reduce its environmental impact. This can benefit

the environment and contribute to a more sustainable society. Overconsumption of raw materials can lead to resource depletion. This can have long-term negative

impacts on society and the environment.

E5-I-3: Environmental degradation: The extraction and processing of raw materials for development projects can lead to environmental degradation, including

habitat destruction and pollution. This can negatively impact local communities and the environment.

Risks

E5-R-1: Scarcity of raw materials for development projects: The scarcity of raw materials such as wood or sand for construction could pose a significant risk. This

could lead to increased costs for these materials, delays in construction or development, and potential challenges in meeting sustainability targets. It could also

necessitate a shift towards alternative materials or construction methods.

Opportunities

E5-O-1: Sustainable construction: URW can use sustainable or recycled materials in its construction projects. This not only reduces the consumption of raw

materials but also minimises the environmental impact.

E5-O-2: Efficient design: By designing properties that use materials more efficiently, URW can reduce the overall consumption of raw materials. This could involve

using innovative architectural designs or construction techniques.

E5-O-3: Partnership opportunities and attractiveness: URW can form partnerships with suppliers that prioritise sustainable extraction and production of raw

materials aligned with nature and planet boundaries. Likewise, URW can enhance its appeal to cities, future tenants, and investors by focusing on circular renovation

and development projects. This approach reduces raw material consumption and supports sustainability goals while attracting stakeholders committed to

environmental responsibility.

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Opportunities

E5-O-4: Waste management: Implementing effective waste management strategies can reduce the need for new raw materials. For instance, construction waste

can be recycled and reused in new projects.

E5-O-5: Regulatory compliance: By reducing raw material consumption in development projects, URW can better adhere to environmental regulations, enhancing

the likelihood of obtaining legal authorisations and permits.

Waste management for the operations in standing assets (ESRS E5)

Impacts

E5-I-4: Waste volumes generated during the operations of standing assets and related environmental impact: Improper waste management and large waste

volumes can lead to environmental pollution and resource loss. By implementing effective waste management strategies including the prevention of waste and

recycling, as well as selecting appropriate waste management partners, URW can minimise its environmental impact.

Social topics

Out of the 10 social topics discussed covering the social-focused ESRS, 7 were recognised as material for URW. The analysis shows that H&S in

operated assets and construction sites, DEI, training, social dialogue, along with responsible consumption, information and practices, and compliance

with human rights for workers in the value chain are deemed material from both financial and impact perspectives.

Diversity, equality and inclusion (including gender equality and equal pay for work of equal) (ESRS S1)

Impacts

Social impact: DEI and gender equality policies and initiatives can enhance employee satisfaction, engagement, well-being, productivity and retention. A diverse and

inclusive workplace can lead to more innovative and effective decision-making, reflecting the efforts of URW to foster equal treatment for its workforce. Lagging

efforts, on the opposite, could be detrimental to the above.

Training and development for employees (ESRS S1)

Risks

Loss of competitive advantage and reduced employee retention: Training and employee development, particularly in sustainability topics, is crucial for maintaining a

competitive advantage. Companies that fail to invest in employee development may fall behind in terms of employee retention, innovation, and adaptability to market

changes.

Difficulties in rolling out the Better Places roadmap and broader business objectives: Without adequate training, employees may lack the knowledge and skills

needed to implement the Company’s sustainability and broader business roadmap. This could delay or hinder the achievement of strategic objectives.

Social dialogue (ESRS S1)

Impact

Loss of performance and engagement: Deteriorating conditions for social dialogue can lead to a loss of performance and engagement among employees. If

employees feel that their voices are not being heard or their concerns are not being addressed, they may become less motivated and committed. This could affect

their productivity and the overall performance of URW.

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Compliance with human rights for workers in the value chain

(1)

(ESRS S2)

Impacts

Supply chain human rights infringements: Lack of appropriate human rights standards by URW’s suppliers can lead poor working conditions, unfair wages, or even

forced labour.

Improved working conditions: Conversely, by ensuring compliance with human rights standards, URW can contribute to improved working conditions in its supply

chain. This can lead to a positive steering effect for value chain workers.

Risks

Welfare of workers within the value chain: Violations of human rights standards within the value chain can have serious implications. These could include harm to

workers, legal penalties and damage to the Company’s reputation. The potential consequences can be broad given the Group’s construction activities and activities

with manpower, based on sectoral exposure, for instance to modern slavery.

Legal risks (civil and criminal): Potential violations of human rights/modern slavery laws and regulations can lead to civil and criminal legal risks. This could include

fines and penalties for URW entities and business leaders.

Financial risks: Non-compliance with human rights standards can potentially lead to fines, penalties and remediation costs. Major incidents in the context of a

construction project could lead to longer construction time and claims from business partners.

Reputational risks: Instances of forced labour or any illegal activities associated with human rights violations can damage URW’s brand image. This could lead to a

loss of trust from customers, tenants, joint venture partners, and potentially impact its market position and financial performance.

Potential loss of new opportunities: Non-compliance with human rights standards could lead to a loss of new opportunities in terms of future development projects.

This could limit the Company’s growth and profitability.

Opportunities

Risk mitigation: Compliance with human rights can help URW mitigate risks associated with any kind of labour violations. This can protect URW from reputational

damage and potential legal action focusing on its supply chain.

Leading position: By demonstrating its commitment to human rights, URW can enhance its credentials as a leading company in the sector. This can attract socially

conscious customers and investors.

Impacts on communities (ESRS S3)

Impacts

Positive impact on local communities: Standing assets can also have a positive impact on local jobs, and other local key issues in the communities, e.g. training,

health, or safety.

Health, safety and security in operated assets and on construction sites (ESRS S1 and S2)

Impacts

Workplace accidents: The nature of construction work significantly increases the risk of workplace accidents. These can lead to injuries or fatalities, impacting the

health and the well-being of the workforce.

Project delays: Serious accidents can halt construction projects, leading to delays, cost overruns and penalties, with a negative impact on communities relying on the

project and on partners working with URW on them.

Risks

Increased insurance premiums: Health, safety and security incidents could lead to increased insurance premiums, impacting operational costs.

Compensation claims: If employees or others are injured due to health, safety and security issues, they may make compensation claims. This could lead to significant

financial costs and protracted legal proceedings.

Fines for regulatory non-compliance: Non-compliance with health, safety and security regulations could result in fines. This could also damage URW’s reputation.

Damage to URW’s reputation: Health, safety and security issues involving URW’s value chain in operated assets and on construction sites can directly damage URW’s

reputation. This could affect customer loyalty, investment and other aspects of business performance.

Disruption of operations: Health, safety and security issues involving URW’s value chain in operated assets and on construction sites, particularly suppliers and

partners, can disrupt operations. This could affect URW’s ability to deliver services and meet its commitments.

(1) See sub-section "Value chain in the Sustainability Statement"in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement.

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Opportunities

Building a proactive health and safety culture: URW can build a proactive H&S culture by providing access to physical and mental wellness programmes and

healthcare resources for employees. This includes information and training to empower and educate employees at all levels regarding H&S.

Responsible consumption (ESRS S4)

Impacts

Sustainable consumption and offer: URW’s retail assets play a crucial role in the growth and development of brands and products that positively impact consumers

and their ability to transition towards a more sustainable way of consuming.

Governance topics

Out of the governance topics, 2 out of 4 were identified as material.

Topics identified as material by the double materiality analysis are URW’s responsible interaction with its suppliers as well as business ethics and

corruption.

Responsible and sustainable interaction with the supply chain (ESRS G1)

Impacts

Degradation of working conditions: URW’s suppliers do not adhere to sustainability standards, this could lead to environmental degradation and social issues in the

supply chain. This could include poor working conditions, unfair wages or even forced labour.

Improved working conditions: By ensuring compliance with sustainability standards, URW can contribute to improved working conditions in its supply chain. This can

lead to increased worker satisfaction and productivity.

Risks

Reputational risks: If URW’s suppliers engage in practices that are not considered responsible or sustainable, this could damage URW’s reputation. This could affect

customer loyalty, investment and other aspects of business performance.

Financial risks: Breaches of regulations or contracts related to responsible and sustainable supply chain practices could lead to financial costs. These could include

fines, compensation payments and potential loss of business with established suppliers.

Legal risks: Current and upcoming regulations, such as the CS3D, impose requirements on companies to ensure responsible and sustainable practices in their supply

chains. Breaches of these regulations could result in legal penalties, such as fines amounting to 5% of turnover (from 2029 onwards).

Complexity of supplier network: URW has an extensive and heterogeneous network of suppliers, which can include several subcontractors levels. The complexity of

this network can make it difficult to monitor and manage risks related to responsible and sustainable practices.

Opportunities

Innovation: By supporting the development of new construction materials, URW can position itself as an innovative leader in sustainable construction. Additionally, it

can build partnerships with emerging companies and secure future access to innovative resources.

Strengthening local supply chains: By prioritising local suppliers, URW can strengthen local supply chains, making them more resilient to global disruptions. This

approach reduces reliance on remote suppliers for raw materials, helping URW avoid disruptions caused by extreme weather events or geopolitical risks.

Community engagement: Supporting the local economy can enhance URW’s reputation as a socially responsible company that cares about its community. Moreover,

it can contribute to its Better Places target to have a strong positive social impact.

Business ethics and corruption (ESRS G1)

Risks

Exposure to bribery, corruption and anti-competitive practices: The real estate sector, including URW, is exposed to risks of bribery, corruption and anti-competitive

practices. These risks arise from several factors, including global operations, the need to manage multiple local agents and subcontractors, the complexity of project

financing and permitting, the magnitude of contracts involved in building large infrastructure projects, and the competitive process necessary to secure contracts

with private and public entities.

Disruption of activity: Breaches of business ethics and instances of corruption can disrupt URW’s activities. This could delay or hinder the achievement of strategic

objectives.

Relations with public administrations: Relations with public administrations for permits and responses to large tenders can pose risks. Any perceived impropriety in

these relations could lead to legal action, reputational damage and potential loss of business opportunities.

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Opportunities

Strengthening ethical standards: By continuously acting proactively, URW has the opportunity to strengthen its ethical standards and anti-corruption measures. This

could enhance its reputation, improve stakeholder trust, and potentially open up new business opportunities. Additionally, continuously developing ethical and anti-

corruption mechanisms only strengthens "lines of defence" such as internal audits or accounting verifiers.

Training and awareness: URW can invest in training and awareness programmes to ensure that all employees understand the importance of business ethics and are

equipped to prevent and detect corruption.

Transparency and reporting: By being transparent about its efforts to promote business ethics and prevent corruption, and by reporting on these efforts in line with

regulation and business practices, URW can demonstrate its commitment to responsible business practices. This could enhance its reputation and relationships with

stakeholders.

3.2.1.4 Impact, risk and opportunity

management

3.2.1.4.1 Description of the process to identify and

assess material impacts, risks and

opportunities (ESRS 2 IRO-1)

In 2023, URW carried out its first double materiality assessment for the

Group (based on ESRS draft), across all business segments and

activities. An external advisory firm supported the Group in this process

to ensure the robustness and neutrality of the methodology. An update

was performed in 2024 to refine the analysis, enhance granularity, and

fully align with regulatory requirements. The Sustainability team plans

to review this analysis every year to ensure consistency with the

evolving context and the priorities set by management. The results of

the double materiality analysis were directly integrated in the Group’s

risk management approach, as presented in Section 6.2.2.3

Category#3: Environmental and social responsibility risks.

The purpose of URW’s double materiality assessment is to evaluate the

materiality of sustainability topics from 2 complementary perspectives:

• From an impact perspective, the assessment considers the

negative or positive effects of URW and its activities on the

environment, people and communities. This involves evaluating the

scale (criticality of the issue), scope (value chain and affected

stakeholders), remediability (ability to mitigate the impact), and

likelihood of the impact.

• From a financial perspective, the assessment examines the risks

or opportunities that environmental and social issues pose to URW’s

activities and value. This includes considering URW’s dependence on

business relations and stakeholders, such as financial partners,

tenants and suppliers, as well as the continuity of access to essential

resources like raw materials and key talents. The materiality of these

risks and opportunities is assessed based on their likelihood of

occurrence and potential financial impact, aligned with the Group’s

risk mapping thresholds and risk management approach.

The materiality analysis was conducted in 5 main phases:

1. Identification of sustainability topics: URW conducted the

analysis according to the ESRS requirements and used existing

internal analyses. These were supplemented with elements specific

to the commercial real estate sector. URW began by conducting a

contextual and sectoral analysis, selecting applicable international

standards

(1)

relevant to commercial real estate and related sectors,

such as retail, offices and construction. Key topics from sectors

representing URW’s value chain, including construction materials,

engineering, building products and retail, were integrated into the

analysis. These topics were then matched to the ESRS topics, sub-

topics and sub-sub-topics

(2)

2. Initial assessment IROs: URW conducted a thorough analysis of

international and sector-specific ESG frameworks to:

• For risks and opportunities, evaluate the financial impact of

sustainability topics on its business model. This phase involved a

detailed evaluation of the likelihood, magnitude and nature of

identified risks and opportunities, taking into account URW’s

reliance on resources and business relationships. The potential

financial implications of each risk and opportunity were

assessed, considering their probability of occurrence and their

impact on URW’s operations, reputation, and short, medium and

long-term prospects. URW further refined this analysis to better

align with its specific circumstances and existing internal risk

mechanisms, while also incorporating a layer of financial

projection.

• For impacts, gauge its direct and indirect impacts on

identified sustainability topics. These frameworks provided

insights into the potential impacts of companies in the real

estate sector and related industries on nature and society. URW

considered a sustainability issue significant from an impact

perspective if it related to the Group’s tangible or potential

influences — whether positive or negative — on individuals or

the environment in the short, medium or long term. This includes

impacts from URW’s operations and its value chain, both

upstream and downstream, through the services it provides and

its business relationships. The severity is considered according

to the scale, the scope and the remediability of the impact. This

analysis aims to ensure comprehensive coverage of all sub-

topics. An impact is considered material if, for example, it

extends to the entire perimeter of URW's activities, affects direct

operations, the upstream and downstream value chain, or if it is

irremediable.

(1) MSCI, Encore, SASB, Dow Jones Sustainability Indices ("DJSI"), Corporate Sustainability Assessment, Science Based Targets for Nature ("SBTn"), etc.

(2) As referenced by the ESRS 2, Application Requirement 16.

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•

Level of impact Scale

(1)

Scope

(1)

Remediability

5 Global/Total Direct operations + extended downstream and upstream

value chain + global impact

Irremediable

4 Large Direct operations + extended downstream and upstream

value chain

Difficult to reverse/mitigate over the long run



3 Intermediate Direct operations + limited downstream and upstream value

chain

Difficult to reverse/mitigate in the short and

medium term

2 Concentrated Direct operations only (employees and projects) Reversible with an effort (Cost/time)

1 Limited Limited scope within direct operations (employees and

projects)

Relatively easy to reverse/mitigate

0 None None Very easy to reverse/mitigate

• The materiality of IROs was determined by considering URW’s

influences on individuals and the environment throughout its

value chain.

• In 2024, URW has prioritized rating at IRO level only for issues

whose assessment was close to materiality thresholds.

However, for issues non-rated at the IRO level, the entire topic is

considered material and therefore the associated datapoints are

disclosed. In 2025, each issue will be rated at IRO level.

1. Stakeholders' consultation: URW engaged approximately 20

internal and external stakeholders through interviews, including

consumer rights organisations, sustainability experts, retailer

representatives, and significant partners such as construction

companies. Internal consultations were held with various teams and

geographies across URW, including Compliance, Operating

Management, Development, Sustainability, People, and Property,

Maintenance, Purchasing and Sustainability ("PMPS") departments.

These consultations aimed to prioritise IROs based on impact and

financial perspectives according to URW activities and its value

chain. Dialogue with real estate peers was maintained to share the

double materiality analysis results.

2. Refining of the results: The Sustainability team refined the results

by leveraging its expertise and in-depth knowledge of URW and its

value chain activities.

3. Presentation to the AC: Following the consolidation of the final

results, URW presented a detailed explanation of the double

materiality analysis methodology to the AC. This presentation

outlined the reporting implications of the results, the impacts on the

existing risk frameworks and provided an opportunity for the

committee to critically review the findings.

Results

In total, 24 topics and sub-topics were identified among which 18 were

identified as material for URW with regard to their level of importance,

from a financial and impact perspective. The most material topics are

the ones having a high score (greater than 3) either on the impact or the

financial perspective.

(1) For ESRS S1 Own workforce, the maximum leve lcould be extended to 5 because the impact on value chain is not relevant.

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3.2.1.4.2 Disclosure requirements in ESRS covered by the undertaking’s Sustainability Statement (ESRS

2 IRO-2)

Cross-reference table between the ESRS and the double materiality assessment.

Materiality

ESRS Disclosure requirements covered Topics Application Requirement 16

URD

section Finance Impact Material

ESRS E1: Climate change E1-1 to E1-9 GHG emissions of construction Climate change mitigation 3.2.2.2

✓ ✓

ESRS E1: Climate change E1-1 to E1-9 GHG emissions and energy

consumption of building

operations

Energy

Climate change mitigation

3.2.2.2

✓ ✓ ✓

ESRS E1: Climate change E1-1 to E1-9 GHG emissions from visitors'

mode of transport

Climate change mitigation

3.2.2.2

✓ ✓

ESRS E1: Climate change E1-1 to E1-9 Adaptation to climate change

Climate change adaptation

3.2.2.2

✓ ✓

ESRS E2: Pollution n/a Pollution from construction

and operations of buildings

and users transport (air, water,

soil), including internal air

quality

Pollution of air, water and soil

n/a

ESRS E3: Water and

marine resources

E3-1 to E3-5 Water consumption

Water consumption

3.2.2.3

✓ ✓

ESRS E4: Biodiversity and

ecosystems

E4-1 to E4-6 Biodiversity in development

projects

Climate change

Land-use change, fresh water-

use change and sea-use

change

Impacts on the state of species

Impacts on the extent and

condition of ecosystems

Impacts on and dependencies

of ecosystem

3.2.2.4

✓ ✓ ✓

ESRS E4: Biodiversity and

ecosystems

E4-1 to E4-6 Biodiversity in operations

Direct exploitation

3.2.2.4

ESRS E5: Circular

economy

E5-1 to E5-4, E5-6 Consumption of raw materials

for development projects

Resources inflows, including

resource use

3.2.2.5

✓ ✓ ✓

ESRS E5: Circular

economy

E5-1 to E5-3, E5-5, E5-6 Waste management for the

operations in standing assets

Resources inflows, including

resource use

Waste

3.2.2.5

✓ ✓

ESRS S1: Own workforce

S1-1 to S1-6,

S1-16

Gender equality and equal pay

for work of equal value

Gender equality and equal pay

for work of equal value

3.2.3.1

✓ ✓

ESRS S1: Own workforce S1-1 to S1-6,

S1-9, S1-12

Diversity, equity and inclusion

Employment and inclusion of

person with disabilities

Diversity

3.2.3.1

✓ ✓

ESRS S1: Own workforce S1-1 to S1-5, S1-13 Training and skills

development

Training and skills

development

3.2.3.1

✓ ✓

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Materiality

ESRS Disclosure requirements covered Topics Application Requirement 16

URD

section Finance Impact Material

ESRS S1: Own workforce S1-1 to S1-5, S1-8 Social dialogue

Social dialogue

Freedom of association, the

existence of works councils

and the information,

consultation and participation

rights of workers

Collective bargaining, including

rate of workers covered by

collective agreements

3.2.3.1

✓ ✓

ESRS S1: Own workforce n/a Health, safety, wellness and

security at headquarters

Measures against violence and

harassment in the workplace

Working time

Work-life balance

Health and safety

3.2.3.1

ESRS S2: Workers in the

value chain

S2-1 to S2-5 Compliance with human rights

for workers in the value chain

Working time

Adequate wages

Social dialogue

Freedom of association, the

existence of works councils

and the information,

consultation and participation

rights of workers

Collective bargaining, including

rate of workers covered by

collective agreements

Work-life balance

Health and safety

Gender equality and equal pay

for work of equal value

Training and skills

development

Employment and inclusion of

person with disabilities

Measures against violence and

harassment in the workplace

Diversity

Child labour

Forced labour

3.2.3.2

✓ ✓

ESRS S3: Affected

communities

S3-1 to S3-5 Impacts on communities Land-related impacts 3.2.3.3

✓ ✓

ESRS S4: Consumers and

end-users

n/a Accessibility to URW assets

and user comfort

Health and Safety

3.2.3.3

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Materiality

ESRS Disclosure requirements covered Topics Application Requirement 16

URD

section Finance Impact Material

ESRS S4: Consumers and

end-users

S4-1 to S4-5 Responsible consumption –

Access to products and

services

Access to (quality) information

Access to products and

services

Responsible marketing

practices

3.2.3.4

✓ ✓

ESRS S1: Own workforce

and ESRS S2: Workers in

the value chain

S1-1 to S1-5, S-14,

S2-1 to S2-5

Health, safety and security:

inoperated assets and on

construction sites

Work-life balance

Health and safety

3.2.3.1 –

3.2.3.2

✓ ✓ ✓

ESRS G1: Governance n/a Data privacy and cybersecurity

Privacy

3.2.4

ESRS G1: Governance G1-1 to G1-4, G1-6 Responsible and sustainable

interaction with supply chain

Management of relationships

with suppliers, including

payment practices

Child labour

Forced labour

3.2.4

✓ ✓ ✓

ESRS G1: Governance n/a Political engagement

Political engagement

3.2.4

ESRS G1: Governance G1-1, G1-3, G-1-4 Business ethics and corruption

Prevention and detection,

including training

Incidents

Corporate culture

Protection of whistleblowers

3.2.4

✓ ✓

3.2.2 Environmental information

3.2.2.1 Environmental details on building

environmental certifications

During the operation phase

Environmental building certifications are a critical tool to support

overall environmental performance of both development projects and

standing assets. It is a way to demonstrate performance through

established market standards, covering all environmental aspects of

buildings.

URW aims to obtain operational environmental building certifications

for 100% of its owned and managed shopping centres and offices

worldwide (on the Better Places scope) and maintain the high level of

the certifications obtained. The BREEAM certification is considered to

be a good framework to guide the operational teams in the limitation of

resources used and circular economy concepts.

Following the best industry standards in 2021, the Group started to

certify its assets (certification renewals and new certifications) under

the latest version of the BREEAM In-Use framework. This “version 6”

comes with improved features for driving environmental performance

and occupant health and well-being, with added emphasis on resilience

to climate change, social value and circular economy principles.

The Group continued its certification policy in 2024 and now has a total

of 52 assets BREEAM In-Use certified on Building Management (Part 2).

Among those 52 certified assets, there are 51shopping centres and 1

office building, accounting for a total certified area of over 4.4 million

sqm. This represents a share of 84% of the Group’s standing portfolio in

number of assets (retail and office assets), and a coverage of 86% in

surface area.

Retail

As at December 31, 2024, the Group had 51 owned and managed

shopping centres certified under BREEAM In-Use, of which 4 were rated

“Outstanding” for Building Management (Part 2).

Certified shopping centres account for nearly 4.4 million sqm

consolidated GLA and correspond to 84% of the Group owned and

managed Shopping Centres portfolio in number of buildings, and to a

79% BREEAM In-Use certification coverage in surface area. In 2024,

85% of the Group’s European shopping centres and 21% of the Group’s

US shopping centres are certified, in number of buildings.

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Retail - BREEAM-IN-USE Part 2

COVERAGE OF THE CERTIFICATION – SHOPPING CENTRES (RETAIL) – BETTER PLACES SCOPE – GROUP

Number of

assets

certified

Surface area

certified

(sqm GLA)

Certification coverage

% (in number) % (in sqm GLA)

Total certified Retail assets 51 4,351,200 84% 86%

Of which Outstanding 4 291,100 8% 7%

Of which Excellent 33 2,832,000 65% 65%

Note: Figures about the Part 1 of the BREEAM-In-Use certification are available in the Appendices in section 3.4.1.1.3 Details about the Part 1 of the

BREEAM-In-Use certification in Europe.

Offices - BREEAM-IN-USE Part 2

COVERAGE OF THE CERTIFICATION – OFFICES– BETTER PLACES SCOPE

Number of

assets certified

Surface area

certified

(sqm GLA)

Certification coverage

% (in number) % (in sqm)

Total certified office assets 1 49,200 50% 79%

Of which Excellent or above (Part 2) 1 49,200 50% 79%

Convention & Exhibition venues

Regarding Convention & Exhibition venues, the current ISO 20121

certification covers all the Group’s Convention & Exhibition assets in

activity (except the new CNIT Forest which will be integrated in 2025).

Viparis also implements an ambitious building certification programme.

In early 2010s, Hall 7 of Paris Nord Villepinte was already certified HQE

(High Environmental Quality, the French standard certification scheme

for sustainable constructions) – pilot operation. During Paris Expo Porte

de Versailles construction project, Pavilion 7 and Pavilion 6 were

certified HQE and BREEAM, and the new hotels HQE (Excellent). The

new Hall 3 of Paris le Bourget, certified HQE Excellent, integrated eco-

design considerations in its construction, such as less carbon-intensive

concrete and bio-based with a wooden frame. A comparative of life-

cycle analysis between Pavilion 6 and Hall 3

(1)

shows a reduction by -

49% of carbon emissions

(2)

per sqm constructed.

Environmental certifications of buildings during

the construction phase

URW, as part of its strategy for development projects set out in the

sustainability guidelines for development projects, targets an

environmental certification for all of its large new greenfield/brownfield

construction, refurbishment and extension projects: BREEAM in Europe

and LEED in the US. URW aims to achieve a minimum level of

“Excellent” (BREEAM) or “Gold” (LEED) for 100% of its large

development projects (with a certification covering the construction or

the refurbishment).

Other environmental certifications are obtained, when relevant to the

real estate leasing or investment markets, such as HQE certification in

France or DGNB (Deutsche Gesellschaft für Nachhaltiges Bauen) in

Germany for the Offices portfolio. In addition to securing the

“Excellent”/“Gold” level under BREEAM/ LEED respectively, all large

projects need to undertake a technical and economic feasibility study to

reach the BREEAM “Outstanding” or LEED “Platinum” level, as

applicable, as mentioned in the sustainability guidelines.

NUMBER OF DEVELOPMENT PROJECTS THAT ARE ENGAGED IN

AN ENVIRONMENTAL BUILDING CERTIFICATION PROCESS

2024

Number of development projects that are engaged in an

environmental building certification process

Share of development projects that are engaged in an

environmental building certification process

100%

Carbon Risk Real Estate Monitor (CRREM)

The Carbon Risk Real Estate Monitor ("CRREM") is a tool designed to

assess the decarbonisation pathways and climate risk of real estate

assets, helping align them with global climate targets. It provides

science-based trajectories for reducing carbon emissions in line with

the Paris Agreement.

Each year, URW conducts a detailed analysis for the US and EU portfolio

using the latest published version of the CRREM tool. This ensures that

the assessments remain up to date with the most current

decarbonisation pathways and methodologies, allowing us to track

progress and adapt to evolving climate goals.

(1) Pavillon 6 of Paris Expo Porte de Versailles and Hall 3 of Paris le Bourget.

(2) On a like-a-like basis, for carbon emissions related to products and equipment.

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The Group uses the advanced features of the CRREM tool, including

inputting actual emission factors for district heating and cooling

networks. Additionally, both market-based and location-based

approaches are considered; for the market-based approach, we

incorporate the Group’s power purchase agreements and the Group's

Guarantees of Origin to reflect renewable energy procurement.

Based on 2023 data, using the market-based approach, all assets

considered in URW’s CRREM study, which align with the same

perimeter as URW’s carbon footprint assessment (Better Places scope),

are aligned with carbon CRREM pathways for the year 2023 and only

6% are considered stranded in 2030 (using 2023 performance and not

accounting for the energy reduction measures contained in the asset's

energy action plans until 2030).

Avoided emissions and impacts at URW

URW communicated its updated Better Places roadmap, including its

commitment to contribute to global carbon neutrality with new science-

based net-zero emission targets for Scopes 1, 2, and 3. (See Section

3.2.2.2.2 Transition plan for climate change mitigation).

In this context, and in addition to the commitments to reduce the

emissions within URW’s value chain, the Group also have the ambition

to help other stakeholders reduce their own carbon emissions, and to

use the concept of avoided emissions as an indicator of this ambition.

URW has already participate in establishing the Net Zero Initiative guide

for real estate owners (led by external experts), which sets high

standards for sustainability and emissions management, including

avoided emissions. In 2024, URW also took part in the Avoided Emission

Factors Database initiative ("AEFDI") (also led by external experts) with

the objective to create and publish a new avoided emission factors

database in 2025. Those partnerships reflect URW’s commitments on

collaboration and knowledge sharing to advance on common

sustainability goals.

At URW, avoided emissions are defined according to the principles

established by the World Resources Institute "WRI", as recommended

by the European Financial Reporting Advisory Group ("EFRAG"). In the

absence of standardised accounting methodologies, EFRAG suggests

relying on the WRI Working Paper "Estimating and reporting the

comparative emissions impacts of products" (WRI, 2019). With the

objective to set specific calculation methodologies related to avoided

emissions for URW’s internal projects and services, the Group has

started to work in 2024 on its own calculation guide based on the

general principles of the WRI and applied to URW’s specific

environment.It already includes the following main services:

• The construction or renovation of buildings for later sale;

• The enabling role of clean mobility infrastructure such as the

installation of EV chargers;

• The energy recovery from waste produced within URW’s operations.

Looking ahead, URW plans to expand its guide by introducing additional

methodologies next year. This evolution will further reinforce the

Company’s ability to capture and report on the broader impact of its

activities, showcasing its ongoing commitment to sustainability and

innovation in carbon emissions management.

Finally, and in addition to conventional methods of avoiding emissions,

URW acknowledges the importance of accounting for certain impact

reductions that may fall outside traditional definitions of avoided

emissions. This approach, referred to as “Avoided Impact at URW”,

encompasses the savings in carbon, land use, and energy consumption

achieved through specific services URW can provide to its stakeholders

including the construction of new buildings or the acquisition of

properties for renovation. Thanks to the specificities of those projects

(based on their location, the materials used for the works and the energy

performance of the asset), they often result in a smaller overall carbon

footprint compared to an alternative reference scenario. This

methodology highlights URW’s expertise in developing and managing

high-performance buildings that exceed regulatory requirements and

market expectations on sustainability and energy efficiency topics.

URW aims to add further details about this methodology in the avoided

emission guide as presented above.

As an illustration, the following tables present the results of the calculations performed in 2024 by URW.

Avoided emissions (tCO

e) 2024

Avoided emissions related to the use of EV chargers 6,855

Avoided emissions related to the energy recovery from waste treatment 562

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Sustainability

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3.2.2.2 Climate change (ESRS E1)

3.2.2.2.1 Integration of sustainability-related

performance incentive in incentive

schemes (ESRS 2 GOV-3)

Progress against climate-related targets set out in the updated Better

Places roadmap is factored in the calculation of URW’s incentive

schemes. For more detailed information, please refer to Section

3.2.1.2.3 Integration of sustainability-related performance in incentive

schemes.

3.2.2.2.2 Transition plan for climate change

mitigation (ESRS E1-1)

Introduction

The below transition plan has been developed for a specific scope of

assets where URW originally developed its sustainability strategy and

transition plan, which is called the “Better Places scope” (please refer to

Section 3.2.1.1.1 General basis for preparation of the Sustainability

Statement for a detailed description of this scope and a detailed

understanding of the differences with the scope expected by the CSRD).

URW targets to adjust the scope of the transition plan to the CSRD

scope in the coming years. In this regard, environmental data in the

following sections will be presented for different scopes to better

reflect both the scope expected by the ESRS (CSRD & Operational

control) and the scope covered by URW's sustainability strategy, Better

Places. A specific paragraph at the end of this section gives details

about the sustainability strategy and transition plan of Viparis (see sub-

section "Viparis-specific transition plan details") whose assets are out

of the Better Places scope but included in the CSRD Scope.

URW’s transition plan has been designed to answer URW’s material

IROs identified in the materiality analysis and detailed in Section

3.2.2.2.4 Description of the process to identify and assess material

climate-related impacts, risks and opportunities. The main impacts

identified are related to the direct GHG emissions related to URW’s own

operation and indirect GHG emissions related to URW’s own operation

and its value chain (Scope 3-related GHG emissions). The main risks and

opportunities are related to the energy management (including

renewable energy) and overall sustainability-related quality of the

assets.

Historically, URW came up with its first climate mitigation approach in

2007, with quantitative targets for the reduction of its GHG emissions

and energy consumption. Between 2006 and 2015, URW had already

achieved a cumulative reduction of 33.8% of its energy intensity and

65.1% of its GHG intensity

(1)

In 2016, the Group took up a new long-term challenge with its Better

Places 2030 programme. URW was the first listed real estate company

to address the wide scope of indirect GHG emissions resulting from

construction works, transportation of visitors and employees, and

energy consumption by tenants.

Unless otherwise stated, the GHG emission figures and targets used in

this chapter are expressed using the market-based methodology to

reflect the efforts made by the Group in selecting its energy suppliers.

In October 2023, URW communicated its updated Better Places

sustainability roadmap including its commitment to contribute to global

carbon neutrality with new science-based net-zero targets on

Scopes1,2 and 3. URW became the first retail real estate company in

the EU and sixth CAC 40 company to obtain SBTi approval of net-zero

targets

(2)

. The underlying transition plan described below was publicly

announced and adopted by URW in October 2023.

URW’s approach to contributing to global carbon neutrality follows the

principles and requirements of both the SBTi criteria for net-zero

targets (in line with the “Corporate Net-Zero Standard”, published in

April 2023), and the guidelines set by the Net Zero Initiative. It follows

the 3 main objectives:

• REDUCE, by cutting its carbon emissions at the level expected by

science;

• AVOID, by helping its value chain reducing their own carbon

emissions; and

• REMOVE, by neutralising any residual emissions left after the

reduction of its carbon emissions.

Details of URW’s main carbon reduction targets, from a 2015 baseline,

which apply to the Better Places scope, and which are directly related to

the main impacts identified in the materiality analysis (see Section

3.2.2.2.4 Description of the process to identify and assess material

climate-related impacts, risks and opportunities):

Name of the target and material IROs addressed Scope Type Ambition Baseline year Target year SBTi approved

Net zero – near-term target (IRO addressed: E1-I-2) 1 and2 Absolute -90% 2015 2030 YES

Net zero – Long term target (IROs addressed: E1-I-1,E1-I-2

and E1-I-3)

1,2 and 3 Absolute -90% (-90% on

Scopes 1 and 2

and

-90% on Scope 3)

2015 2050 YES

(1) In kWh/visit and kgCO

/visit.

(2) At the date of approval by the SBTi on July 6, 2023.

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Note 1: GHG emissions’ reduction targets are disclosed as a percentage

of the emissions of URW's baseline year under the market-based

methodology. As of today, URW did not make carbon reduction

commitments using the location-based methodology. The baseline

2015 was chosen in 2016 when the Group launched its Better Places

2030 programme and kept since then for consistency as it was still

compliant with the Science based targets criteria for the certification of

the carbon reduction targets. Values for the 2015 baseline are

presented in the tables in Section 3.2.2.2.9 Gross Scopes 1, 2 and 3 and

total GHG emissions.

Note 2: URW’s GHG inventory and GHG emissions’ reduction targets

follow the GHG Protocol Corporate Standard which requires 7 gases to

be included in inventories: carbon dioxide (CO

), methane (CH

), nitrous

oxide (N

O), hydrofluorocarbons (HFC), perfluorocarbons (PFC), sulfur

hexafluoride (SF

) and nitrogen trifluoride (NF

). Throughout this

document, "GHG emissions" ("CO

e")refers to those 7 gases.

URW commits to reach net zero GHG emissions across its value chain by

2050. URW has pledged to reduce its footprint by -90% in absolute

terms by 2050 compared to 2015 (details on this commitment are given

below in the sub-section “Levers and hypothesis regarding the

reduction of the scope 3 carbon emissions”) and to neutralise

residual emissions through carbon removals (details in Section

3.2.2.2.10 GHG removals and GHG mitigation projects financed through

carbon credits).

As an intermediate milestone, URW has pledged to reduce its Scopes 1

and 2 GHG emissions by -90% in absolute terms by 2030 compared to

2015 and to neutralise residual emissions (from Scopes 1 and 2)

through carbon removal actions starting 2030 (projects may start

before being mature enough to generate carbon credits starting 2030).

These efforts are compatible with a global 1.5°C pathway (as certified

by the SBTi), following the recommendations of the Paris Agreement.

URW’s targets and net zero commitment cover the Group’s assets

within the Better Places scope.

In order to reach those commitments, URW has also confirmed its pre-

existing carbon reduction sub-targets, still followed by the Group as

levers to achieve its main targets:

URW Sub-targets

Details of URW’s sub-targets, from a 2015 baseline, which apply to the Better Places scope, and which are directly related to the main impacts

identified in the materiality analysis (see Section 3.2.2.2.4 Description of the process to identify and assess material climate-related impacts, risks

and opportunities):

Name of the target and relation to

material IROs Scope Type Ambition

Baseline year and

value Target year SBTi approved

Global target 1, 2 and 3 Absolute (MtCO

-50% (-90% on

Scopes 1and2

and

-50% on Scope 3)

2015

5.1 MtCO

2030 YES

Operations target (in relation

to the impact GHG emissions

and energy consumption of

building operations)

Partial Scopes 1, 2 and 3 (Direct emissions

from stationary combustion + Indirect

emissions from purchased electricity +

Indirect emissions from purchased steam/

heating/cooling + Energy-related activities

+ Downstream leased assets)

Intensity (kgCO

sqm)

-80%

2015

102 kgCO

e/sqm

2030 YES

Construction target (in

relation to the impact GHG

emissions of construction)

Partial Scope 3 (Investments)

Intensity (kgCO

sqm built)

-35%

2015

850 / 1,294

kgCO

e/sqm built

(EU/US)

2030 NO

Transport Target (in relation

to the impact GHG emissions

from visitors’ mode of

transport)

Partial Scope 3 (Customers transportation)

Intensity (kgCO

visit)

-40%

2015

3 kgCO

e/visit

2030 YES

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Note 1: Details on the physical units of intensity targets see more details

in "URW’s reporting methodology" in Section 3.2.1.1.1 General basis for

preparation of the Sustainability Statement):

• Operations target: Square metres used are the areas served with

energy;

• Construction target: Square metres used are the areas of the

development projects' Life Cycle Assessments (using the GIA or

gross floor areas); and

• Transport target: Visits represent the total footfalls of each individual

shopping centre in 1 year.

Note 2: Carbon reduction targets are disclosed as a percentage of the

emissions of the Group's baseline year under the market-based

methodology.

For each of those targets and sub-targets, URW:

• Has selected a baseline year which is 2015, to reflect the

improvements in terms of carbon reduction compared to a common

year of all the Group’s targets;

• Has a carbon reduction trajectory model, considering both internal

and external levers, and relying on hypothesis from external

decarbonation scenarios (see details below in the sub-section

“Frameworks, scenarios and assumptions used for the transition

plan”). The models also consider the impact of future internal activity

based on hypothesis (an increase of the activity parameters such as

footfall and square metres built in the coming years has been used to

model the carbon trajectories);

• Has identified and quantified the levers and associated level to reach

the expected reduction;

• Has quantified the costs related to the environmental transition; and

• Does not include GHG removals, carbon credits or avoided emissions

as a means of achieving the GHG emission reduction targets.

For more detailed information on the adjustments performed on the

2015 baseline, please see Section 3.2.1.1.2 Disclosures in relation to

specific circumstances.

As a conclusion, URW has already identified and quantified the levers

needed to align its activities with the 1.5°C pathway set in the Paris

Agreement and with the objective of achieving global climate neutrality

by 2050. Additionally reaching those levers is compatible with the

business model which makes the latter compatible towards a

sustainable economy.

Levers and hypothesis regarding the reduction of Scopes 1 and 2 GHG emissions

As this part is related to URW carbon reduction targets, it applies only to

the Better Places scope. Scopes 1 and 2 emissions are the emissions

within URW’s direct control. The figure below details the levers and

their associated weight for the 2030 Scopes 1 and 2 objective to reduce

by -90% the absolute GHG emissions compared to a 2015 baseline. All

baseline values and detailed targets are detailed in the table above.

• The detailed plan has been built in 2023 and updated with the

performance of the year 2024.

• Scope 1 emissions are mainly caused by the consumption of natural

gas and the leakage of refrigerant fluids at asset level:

- Regarding emissions from natural gas consumption, URW aims to

phase out gas boilers progressively where it is technically feasible

and economically viable to do so and replace them with heat

pumps. Where it is not possible to replace the gas boiler, the Group

energy intensity reduction target of -50% in 2030 compared to

2015 in kWh/sqm (on the Better Places scope) should largely

participate in the reduction of those emissions;

- Regarding emissions from refrigerant fluid leakage, the

combination of the following actions should reduce those

emissions by -90% in 2030 compared to 2015:

• The increase of the air conditioning setpoint;

• The implementation of leakage sensors;

• The replacement of the refrigerant fluids by fluids having a lower

Global Warming Potential ("GWP") while keeping the equipment

where it is feasible; and

• The replacement of systems themselves if needed.

• Scope 2 emissions related to the consumption of electricity as well as

district heating and cooling networks:

- Regarding emissions from electricity consumption, URW will rely

on the following strategies:

• Limit the electricity demand of URW assets (on the Better Places

scope) through an energy intensity reduction target of -50% in

2030 compared to 2015 in kWh/sqm. In this context, long-term

energy action plans are designed by each asset team to identify

and select the right actions (sufficiency measures and efficiency

measures such as replacement of technical equipment,

insulation of buildings, building management systems, and

energy monitoring,..) to reduce the global energy consumption of

the assets. This is detailed in the Energy efficiency policy of URW

(see Section 3.2.2.2.5 Policies related to climate change

mitigation and adaptation).

Scopes 1&2

Baseline 2015

Scopes 1&2

progress

status – 2024

Sufficiency

Scopes 1&2

Target 2030

Energy

efficiency

Energy

Mix

Fugitive

emissions

155

41%

40%

11%

1 2 3 4

-90%

In ktCO

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- For the residual electricity consumption:

• Reduce the purchasing demand by increasing the production of

renewable electricity on site through photovoltaic (“PV”) panels;

• Where on-site production cannot cover the whole demand,

procure electricity from renewable energy sources. Since 2021,

100% of the electricity consumption of URW’s common areas

and common equipment is from renewable energy sources,

either through direct procurement such as PPAs” or covered by

Guarantees of Origins (EU) and Renewable Energy Certificates

(US);

- Regarding emissions from district heating and cooling networks,

several actions are planned and already in motion:

• URW has set an energy intensity reduction target of -50% in 2030

compared to 2015 in kWh/sqm which should largely participate

in the reduction of those emissions;and

• Tendential decarbonisation of local networks. URW is carefully

following current and projected carbon content of those

networks and will study the possibility to phase out district

networks where feasible in the case where they jeopardise its

carbon reduction targets.

The follow-up process to ensure the effective reduction of GHG

emissions is contained in the GHG reduction policy of URW (see Section

3.2.2.2.5 Policies related to climate change mitigation and adaptation).

Levers and hypothesis regarding the reduction of

Scope 3 carbon emissions

Three distinct categories (and associated targets are presented in the

target table) represent more than 90% of total Scope 3 emissions in

2015:

• Customer transportation (67% of Scope 3 in 2015 and 78% of

Scope 3 in 2024): Emissions will be cut by relying both on external

and internal levers. The main external levers are the decarbonisation

of thermic vehicles and the improvement of their efficiency. The

internal levers URW will rely on to reduce its transport emissions are

the following:

- A reduction of the thermal car modal share, mainly through better

connectivity to public transports and the development of soft

mobility infrastructures on site (cycle lanes, pedestrian paths,

improvement of the visitor experience when coming via sustainable

means of transport). With 48% of visitors reaching URW assets

using sustainable transport means in 2024, URW builds on the

central location and connectivity of its standing assets. The Group

also partners with local authorities to increase public transport

services in the areas surrounding the assets. For its new

development projects, the Group targets a maximum car modal

share (excluding EVs) of 50% in the US and 38% in Europe;

- An increase in the car occupancy rate, mainly by favouring

carpooling to its assets (adding information on existing shopping

centre app, adding carpool stop-off points) or offering parking

discount for groups; and

- An increase in the share of EVs with an EV chargers’ plan for 2030,

with the objective to reach more than 4,000 charging points in

Europe. Doing so, URW estimates it will achieve 27% EVs among its

visitors coming by car in 2030, supporting the electrification of the

vehicle fleet in Europe.

• Downstream leased assets (15% of Scope 3 in 2015 and 6% of

Scope 3 in 2024): Emissions will be mainly cut through the

engagement of URW with its tenants on their in-store operations

based on the following assumptions:

- Having 80% of URW tenants’ electricity consumption coming from

renewable energy sources;

- Reducing by -25% the energy intensity of the tenants’ areas; and

- For the assumptions above, URW will mainly rely on the green leases

(launched in 2009), which include requirements in terms of renewable

energy procurement and energy efficiency, and the deployment of

submetering systems to closely follow the impacts of the tenants’

energy efficiency actions. EU energy efficiency directives as well as

local building energy efficiency regulations will also support average

tenants’ energy intensity improvements. The green lease is detailed in

the green lease policy of URW (see Section 3.2.2.2.5 Policies related

to climate change mitigation and adaptation) and in the “Focus on

green leases” in Section 3.2.2.2.6 Actions and resources in relation to

climate change policies.

• Investments (~10% of Scope 3 in 2015 and 8% of Scope 3 in

2024): Emissions will be reduced through the implementation of

low-carbon construction guidelines for new development projects.

The guidelines require a reduction of the embodied carbon for

development projects, through efficient design, the use of low-carbon

or bio-sourced materials and with a focus on refurbishments and

densification of standing assets which have a lower impact compared

to new greenfield projects. URW sets decreasing embodied carbon

thresholds for its development projects in the sustainability

guidelines for development projects (see details below in sub-section

“Focus on reducing emissions from construction by -35% by 2030”).

Other Scope 3 emissions (capital goods, purchased goods and services,

business travel, waste and commuting) are tackled through specific

levers and internal practices:

• Capital goods: Most of these emissions refer to the Group's IT

equipment. URW has deployed its own IT climate strategy since 2020

to limit the environmental impact related to digital equipment and

services within the Group. Among the initiatives deployed, URW aims

to increase the average lifetime of URW’s employee equipment

(laptop, screen, video conference and smartphone) which will have a

direct impact in limiting those emissions.

• Purchased Goods and Services: These emissions come from the

operating expenditure ("OPEX") spent within the Group’s standing

assets, the main categories being maintenance, cleaning and

security. We rely on the constant streamlining of operations, the

Group’s suppliers’ own decarbonisation strategies and the Group’s

purchasing procedures to reduce these emissions.

• Business travel: Since COVID-19 and the large deployment of video

conference within all URW offices, the emissions related to business

travels have been drastically reduced. Besides, corporate initiatives

have been created to encourage low-carbon transports for

employees below a certain distance to avoid unnecessary plane

travels.

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• Waste: Since the emissions from waste and waste management are

directly related to the quantity of waste generated within the Group’s

centres and the treatment types, URW's commitments on the topic

will largely participate in the reduction of these emissions.

• Commuting: URW employees are encouraged to use low-carbon

transportation solutions to come to the office (through initiatives such

as the sustainable mobility package in France which offers

compensation for employees coming to the office by bike or other

low-carbon solutions).

Achieving these objectives involves the active participation of all the

Group’s employees within their areas of responsibility and the

contribution of the Group’s stakeholders (value chain) in driving change,

mainly tenants, suppliers and service providers. URW has designed a

set of policies to frame how the objectives are set, followed and

budgeted to secure their achievements. It also relies on partnerships

with large corporates and start-ups in order to accelerate the pace of

transformation, particularly in the fields of low-carbon construction,

energy efficiency and sustainable mobility solutions.

All of the Group business areas (development and operation) and URW’s

value chain have been considered as part of the scenario analysis work

while designing the Group’s Better Places climate strategy (Scopes 1, 2

and 3), with a specific focus on the activities generating the largest part

of the Group's GHG emissions which are covered by reduction targets:

operations (including tenants’ activities), construction and transport.

Focus on reducing emissions from by construction

by -35% by 2030

URW was, in 2016, the first company in commercial real estate to

commit to significantly reducing its carbon emissions from construction

on a broad scope. In concrete terms, reducing its carbon intensity by

-35% between 2015 and 2030 means dropping from an average:

• In Europe (including the UK), of 850 kgCO

e/sqm constructed

(1)

2015 to 552.5 kgCO

e/sqm on average by the end of 2030. The 2015

baseline has been built on the carbon intensity of greenfield/

brownfield projects under construction or delivered between 2012

and 2015; and

• In the US, of 1,294 kgCO

e/sqm constructed in 2015 to 841 kgCO

sqm on average by the end of 2030. This baseline for the US has been

calculated in 2019 following the carbon assessments conducted on 4

different projects.

The main levers to achieve the Group’s reduction target on construction

for both Europe and the US are the following:

• Improve the programme of the development project

(accounting for 30% of the carbon reduction of the project) through

the following actions (among others):

- A “lean building” approach from the design phase, using fewer

materials, through optimised design choices (structure, fixtures

and fittings, façades, suspended ceilings, reduced number of

parking spaces, etc.); and

- Study open-air shopping centre feasibility to reduce materials.

• Improve the design phase of the development project

(accounting for 25% of the carbon reduction of the project) through

the following actions (among others):

- Using new solutions for construction as well as selecting suppliers

and products based on their location and place of manufacture,

respectively; and

- Choosing alternative and low-carbon materials, such as timber for

the structure.

• Choose the best technical solutions once the design is secured

(accounting for 45% of the carbon reduction of the project) through

the following actions (among others):

- For a given material, favour reused and then recycled products;

- Low-carbon technology for specific materials such as concrete and

cement; and

- Bio-sourced materials for non-structural elements (insulation,

floorings).

Combining those levers with performing LCAs regularly during the

design will ensure the alignment with target at all stages; URW also

relies on developing targeted partnerships with construction firms and

manufacturers of building materials for the implementation of

innovative solutions in order to reduce the embodied carbon footprint of

its development projects.

In order to secure the commitments regarding construction activities

and provide guidance to the development teams from the very

beginning of the design phase to the delivery of development projects,

the Group has created the sustainability guidelines for development

projects. The document is split into 3 parts:

• The Manifesto, that describe the vision of development projects at

URW;

• The Pillars on which all teams should rely on to ensure the best

environmental performance concerning development projects:

purpose, ownership, KPI and communication; and

• The Brief, gathering all the specific and technical requirements for

development projects (brownfield, greenfield, refurbishments,

renovations and extensions) to be in line with Better Places.

The sustainability guidelines for development projects, approved in

2019, have been rolled out in 2020 throughout the Group. The

sustainability performance of development projects is closely

monitored by the development project team, the Sustainability team

and the regional management team during key project reviews using a

dedicated assessment tool also created in 2020. Specific validation

meetings covering sustainability performance of development projects

occur at key milestones of the projects. The MB member in charge of

sustainability is attending those meetings. In 2024, the content of the

guidelines and the assessment tool have been updated to integrate and

reflect, among others, the acceleration of the Group towards low-

carbon construction and the compliance with the new EU Taxonomy

criteria for building development (see Section 3.2.2.6.4 URW share of

aligned activities). The Group also offers specific trainings for

development and construction managers to help them better

understand the technical requirements of the Group’s sustainability

guidelines and new regulations around low-carbon buildings (e.g.

training in France for the new RE2020 regulation). Details are also

available in section 3.2.2.5.4 (Circular Economy).

(1) Square metres constructed correspond to gross floor area (excluding gross floor area of car parks).

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Focus on reducing emissions from operations by

-80% by 2030

Note: This target includes the energy-related categories within Scopes

1, 2 and 3 (details of those categories are available in the target tables

presented at the beginning of the transition plan). This target applies to

the Better Places scope.

Achieving its target of reducing carbon emissions from operations by

-80% in intensity per square metres (details in sub-section "URW’s

reporting methodology") between 2015 and 2030 draws on 2 levers

simultaneously:

• Improving energy efficiency both in common and private areas of the

Group’s Better Places assets; and

• Completing a fast transition to renewable energies. URW is

committed to using 100% electricity from renewable energy sources

(“green electricity”) for the consumption of the common areas of its

assets under Better Places scope (including shared facilities) and

push for an equivalent transition for the private electricity

consumption of its tenants using the green lease as a contractual

agreement (see details in “Focus on green leases” sub-section in

Section 3.2.2.2.6 Actions and resources in relation to climate change

policies).

Achieving this target, which has been approved by the SBTi in 2020,

requires the involvement of tenants (specific green terms are added in

lease contracts – see details in “Focus on green lease” sub-section in

Section 3.2.2.2.6 Actions and resources in relation to climate change

policies).

INVESTMENTS PLANNED TO SUPPORT URW BETTER PLACES TRANSITION ROADMAP

In 2023, as part of the update of its Better Places roadmap, URW estimated the costs of the environmental transition for its European activities

including UK, until 2030:

Name of the target

CAPEX requirements

(1)

on top of 30% of maintenance

CAPEX allocated for environmental transition Details

Net zero – near-

term target

€28 Mn (annually) Covering both the implementation of the long-term energy action plan to reach the energy

intensity target and the energy mix improvement measures (on-site renewable energy).

Operation No additional CAPEX on top of the net zero –

near-term target

The assumptions taken on the reduction of the carbon emissions related to the energy

consumption of the private areas do not represent an increase in CAPEX for URW.

Construction Limited increase in construction cost

(estimated under 10%)

The embodied carbon targets and other environmentally related objectives for development

projects should represent a limited increase of the construction costs as long as the

requirements are implemented from the very beginning of the design.

Transport No CAPEX The installation of EVs is currently planned with no CAPEX except when the project

demonstrates good profitability, in which case we aim to operate with 100% CAPEX or through

a joint venture.

(1) On average per year over 2024–2030. Europe only. On a proportionate basis.

The CAPEX needed to reach URW’s 2050 long-term targets has not yet

been estimated but as URW prioritises the quick deep reduction of its

emissions until 2030, a large part of the remaining emissions to be cut

will come from external trends (mostly Scope 3-related emissions) and

value chain engagement, in which URW has a role to play. URW will

work in the coming years to estimate the CAPEX needed until 2050 for

its transition plan.

Locked-in GHG emissions

Within URW’s carbon footprint, the following equipment or assets and

their related GHG emissions could represent locked-in GHG emissions:

• The recently installed (<10 years) gas boilers in URW’s assets and

associated stationary combustion emissions; and

• URW’s assets with a high car modal share and located outside dense

urban/suburban areas and the emissions related to the

transportation of visitors to those centres.

Both of those sources are already considered and covered by URW’s

carbon reduction trajectory model and levers, as described above.

URW also operates a limited retail area in selected US airports but with

no direct influence on the airport activity itself. URW does not identify

assets or business activities that could be incompatible with a transition

to a climate-neutral economy.

How the transition plan is aligned with EU

Taxonomy requirements

URW’s transition plan objectives are fully aligned with the objectives of

the Delegated Act related to climate mitigation within the EU Taxonomy

regulation. As the EU Taxonomy technical requirements for asset

alignment are mostly related to the improvement of the energy

performance of the buildings, the identified levers and associated

CAPEX will contribute to the increase in alignment of URW’s economic

activities.

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URW aims to align its economic activities (revenues and CAPEX) with

the criteria established in Commission Delegated Regulation 2021/

2139 on climate adaptation or mitigation under the Taxonomy

Regulation. URW has not set a specific quantitative alignment

objectiveyet.

EU Paris-aligned benchmarks

URW is not excluded from EU Paris-aligned benchmarks as URW does

not fall into any of the excluded activities.

Transition plan embedded and aligned with the

overall business strategy and financial planning

The sustainability approach is fully embedded into the key processes of

URW, in line with the Group’s strategic priorities and operational

concerns. Relevant details are provided in Section 3.2.4.1 The role of the

administrative, supervisory and management bodies. Relevant

management processes have been set up at each stage of the business

cycle, along with appropriate KPIs. For example:

• The URW due diligence process for asset acquisitions includes a

complete audit of technical, regulatory, environmental and H&S

risks, including soil contamination;

• The Group ERM framework includes climate change and

sustainability risks. Identified among the main risk factors, they are

integrated in the Risk Management Programme overviewed by the

GRC, which reports regularly to the MB and SB (see Section 6.1.2

Group Enterprise Risk Management framework);

• Development projects are regularly reviewed in light of the Better

Places targets and overall sustainability performance is screened

during key milestones of the design phases by the development

project’s team and the Sustainability team to ensure the alignment of

the project with Group expectations;

• Managed assets have an environmental action plan, including actions

deemed necessary to reach asset or Group-level targets on the

following topics: energy and carbon performance, biodiversity,

climate risks, waste, mobility and water. These environmental action

plans are challenged by the corporate technical teams in charge of

sustainability topics during annual sustainability performance

reviews and actions are budgeted in the 5-year business plan of the

assets. The implementation of the actions is followed throughout the

year by the corporate technical teams;

• The training path of all employees, including new joiners, includes

relevant climate-related content and specific functions receive in-

depth climate-related training tailored to their needs (see Section

3.2.3.1.3 Policies related to own workforce);

• Individual objectives of Group employees include climate-related

objectives (see Section 3.2.3.1.3 Policies related to own workforce);

• The STI of the MB and EC as well as the LTI of all eligible Group

employees specifically integrate climate-related performance

criteria (see Section 3.2.1.2.3 Integration of sustainability-related

performance in incentive schemes, and Section 3.2.3.1.3 Policies

related to own workforce); and

• Standing assets’ and development projects’ 5-year business plans

integrate sustainability components to ensure alignment with the

Better Places targets.

Transition plan approved by the management and

supervisory bodies

The content of the transition plan has been presented and formally

approved by the EC, the MB and the SB of URW in 2023. Any changes to

the Group targets or to the main components of the transition plan is

subject to validation by the MB, in line with the sustainability

governance established by the administrative, management and

supervisory bodies detailed in Section 3.2.1.2.1.1 Composition of the

administrative, management and supervisory bodies and their access to

expertise and skills with regard to sustainability matters.

Status of implementation of the transition plan

The transition plan as detailed above,, is fully implemented in the

strategy and operations of URW (for assets within the Better Places

perimeter): targets are set, environmental action plans are set and

updated each year, actions are budgeted each year in the asset’s

business plan and objectives are reviewed each year by the MB and

Technical and Sustainability corporate teams.

Viparis-specific transition plan details

Viparis, URW’s Convention & Exhibition joint venture, has a dedicated

sustainability roadmap and targets that are aligned with its own

materiality assessment called “Better Events VIPARIS 2030”. The

scope of application of this strategy is distinct from the Better Places

roadmap and details on the differences can be found in Section 3.2.1.1.1

General basis for preparation of the Sustainability Statement.

At the end of 2021, Viparis became signatory of the Net-Nero Carbon

Events pledge, an international and voluntary initiative from the event

sector, gathering industry stakeholders to construct an industry-wide

roadmap towards net zero by 2050, and emissions reductions by 2030

in line with the Paris Agreement. Therefore, in 2022 and 2023, Viparis

defined a new target of reducing GHG emissions by -45% by 2030

(1)

compared to 2019 as a new baseline year. The Viparis sustainability

policy is set out in a dedicated document, available on Viparis’ website

within the sustainable development section: www.viparis.com.

(1) All scopes included, except visitor travel, in line with science-based targets methodology. The target was defined by an international climate consultancy, using SBTi methodology

(not submitted to the SBTi).

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The difference of targets and baseline year between Better Places and

Better Events Viparis 2030’s objectives are sensible given the specific

features of Viparis’ events business and access to more accurate data in

2019 than in 2015.

Viparis' GHG emissions reduction target between 2019 and 2030 breaks

down into the 3 following complementary objectives:

• Reduce emissions of Scopes 1 and 2 by -45% by 2030. As with Better

Places, Scopes 1 and 2 emissions are mainly caused by the

consumption of natural gas, the leakage of refrigerant fluids, the

consumption of electricity, as well as district heating and cooling

networks. Energy audits were conducted in 2023 on all of Viparis’

venues to prioritise investments and fulfil the already existing

investments plan (switching to LED, improving building management

systems, changing HVAC, etc.).

• Reduce emissions of Scope 3 by -45% by 2030. 32% of Viparis’ global

GHG emissions are due to event logistics, and to reduce it, new

optimisation processes are being implemented, such as the off-site

logistics for the Palais des Congrès de Paris making it possible to fill 1

semi-trailer with the contents of 8 light commercial vehicles and

therefore reducing the number of vehicles, traffic jams, and air and

noise pollution. Investments represents around 5% of Viparis’ global

GHG emissions. Viparis is committed to reduce both carbon and

environmental impacts of its construction projects. An environmental

certification policy (BREEAM and/or HQE), LCA calculation at

different phases of new projects and the integration of best practices

in its environmental policy for construction projects contribute to

achieving this goal. The implementation of low-carbon construction

rules for new development projects is essential. For example, the

new Hall 3 of Paris le Bourget venue has an LCA nearly halved on a

like-for-like basis compared to Pavillon 6 of Paris Expo Porte de

Versailles. Other Scope 3 emissions (purchased goods and services,

business travel, waste and commuting) will be tackled through

specific policies.

• Reduce emissions from visitor travel with 80% of visitors arriving via

sustainable transport means, once arrived in Île-de-France. Viparis

supports new modes of mobility, with projects for rapid charging hubs

and electrification of its parking lots.

3.2.2.2.3 Material impacts, risks and interaction

with strategy and business model

(ESRS 2 SBM-3)

Please see Section 3.2.1.4.1 Description of the processes to identify and

assess material water and marine resources-related impacts, risks and

opportunities, and Section 6.1.2 Group Enterprise Risk Management

framework, respectively for more detailed information on the double

materiality analysis and the risk identification process.

As explained in Section 3.2.1.3.1 Strategy, business model and value

chain and Section 3.2.2.2.3 Material impacts, risks and interaction with

strategy and business model, URW’s business model and sustainability

roadmap directly integrate considerations related to the reduction of

the Group’s carbon emissions.

3.2.2.2.4 Description of the process to identify

and assess material climate-related

impacts, risks and opportunities (ESRS 2

IRO-1)

Please see Section 3.2.1.4.1 Description of the processes to identify and

assess material water and marine resources-related impacts, risks and

opportunities, and Section 6.1.2 Group Enterprise Risk Management

framework, respectively for more detailed information on the double

materiality analysis and the risk identification process.

URW’s approach to climate-related risks and

opportunities

In collaboration with external scientific experts, URW carried out 2

assessments targeting climate-related risks and opportunities at

different levels:

1. An analysis at Group level, last updated in 2024, aimed at identifying

and prioritising climate-related risks and opportunities the Group

could be exposed to as part of the transition to a low-carbon

economy (risks and opportunities of transition) and resulting from

climate events (physical risks and opportunities).

2. A deep dive on physical risks that could impact its assets. This

assessment, performed in 2023 and 2024, covered URW's entire

portfolio (Shopping Centres, Convention & Exhibition centres,

Offices) and was followed-up by several site visits to evaluate the

local vulnerabilities and support the development of adaptation

plans.

These studies were conducted to meet the following objectives:

• Integrate in strategic decisions climate-related present and future

risks and opportunities, in the short and longer term – in accordance

with TCFD recommendations;

• Define adaptation and resilience priorities;

• Lay the first foundations of action/adaptation plans to improve the

Group’s resilience in the short and medium term; and

• Meet the different requirements of regulations.

To ensure the completeness of the analysis, the assessments are

conducted in alignment with the various regulations and sustainability

frameworks such as the EU Taxonomy and the TCFD. For climate-

related physical risks, the list of indicators studied, as well as the time

horizons (2030, 2050) and the scenarios (SSP2-4.5, SSP5-8.5) chosen

as part of the study, are aligned with the key frameworks or regulations

(EU Taxonomy, CDP, TCFD and CSRD among others). For the transition

risks and opportunities component, the choice of time horizons (2025,

2030, 2050) and scenarios – Nationally Determined Contributions

(“NDC”) which corresponds to business as usual and, Net Zero 2050 –

followed the same logic.

It is important to note that the objective of the analysis is to assess the

most critical scenario. As part of the physical risk component, the

analysis is carried out using the reference scenario with the highest

level of GHG emissions and a strong dependence on fossil fuels – the

SSP5-8.5 scenario. Under this scenario, no policy to limit GHG

emissions is considered, leading to an acceleration of climate change

and the resulting physical impacts. By using this scenario as a reference

for its adaptation plans, URW ensures the resilience of its assets to the

worst probable future materialised by the IPCC scenarios.

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For the transition risks and opportunities aspect, the logic remains the

same, but the more drastic scenario is Net Zero by 2050, which will

bring the greatest constraints (and opportunities for transformation) for

companies – on regulatory, market, technological or even reputational

aspects – requiring them to make profound changes in terms of

construction and operational approaches, culture or even organisation.

Identifying transition risks and opportunities as part of compliance with

the Paris Agreement allows URW to anticipate their potential impact on

the Group and prepare for them.

Climate-related physical risks

Definition of climate-related physical risks

In the context of URW analysis, climate-related physical risks are

defined as a combination of hazard, exposure, vulnerability and impact:

• Hazard refers to the type of peril one is dealing with, e.g. coastal

flood.

• Exposure refers to the location, physical attributes and value of

assets or people that could be affected by a certain hazard. It highly

depends on the geographical location of assets and operations. For

example, being located near a river increases the exposure of an

asset to riverine flood.

• Vulnerability refers to the predisposition or sensitivity of a specific

asset to a hazard.

• Impact refers to the consequences of the hazard if it occurs. Physical

climate risks can have severe economic and human consequence

affecting various facets of the business:

- OPEX: e.g. increase in raw material costs, higher insurance costs,

higher energy and water costs, and/or costs to replace affected

stocks;

- CAPEX: e.g. costs of repairing equipment or buildings, and/or costs

of adaptation;

- Revenues: e.g. business interruption (store closures, etc.), reduced

productivity due to heatwaves, and/or changing consumer

preferences;

- Value of assets: e.g. asset impairment or destruction caused by

extreme weather events;

- Reputation and capability to attract capital; and

- H&S: H&S of employees, suppliers or customers can be hindered

by extreme climate conditions and extreme climate events.

Site-specific assessment

A screening of the climate-related hazards was performed to identify

the ones that may affect the business, based on:

• The type of activities, equipment and materials; and

• The geographical footprint of the portfolio using specific geospatial

coordinates of the assets.

Risk engineers and industry experts were consulted to perform the

screening.

This analysis was done considering the climate-related hazards

indicated by the EU Taxonomy for sustainable activities and the CSRD.

For the climate-related perils considered as material, experts identified

the most representative climate indicators from its proprietary

database (+130 indicators) which are sourced from both open sources

and paying models such as JBA, WRI and IIASA. Climate indicator

values were retrieved for each asset, based on their location. Up to 10

climate models for each indicator were used by expert scientists to

evaluate the evolution of such values due to climate change, according

to different scenarios.

For the climate risk assessment and the development of adaptation

strategies, the scenarios employed for URW’s climate risk assessment

are:

• An intermediate GHG emissions scenario: SSP2-4.5

• A high GHG emissions scenario: SSP5-8.5

Considering the current commitments for GHG emissions reductions,

the scenarios SSP1-2.6 and SSP1-1.9 are considered as not relevant to

build adaptation strategies on in the context of an effective ERM

framework.

Three timeframes are considered, consistent with the expected lifetime

of the activity and the indications of the EU Taxonomy and CSRD:

• Baseline (short term – immediate actions): average 1981 and

2010 – To understand current exposure.

• 2030 (medium term): average between 2015 and 2044 values –

This timeframe is commonly used for defining climate adaptation

planning and budgets.

• 2050 (long term): average between 2035 and 2064 values – This

timeframe is commonly used for strategic decisions, such as

changing the business model or the geographic presence and long-

term investments, such as building a new site.

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Those timeframes, as explained, are linked to both the expected lifetime of URW assets (50 years) and URW strategic planning and capital allocation.

The climate-related hazards considered are the ones found materials by the Group’s risk experts and can be found in the below table:



TEMPERATURE RELATED WIND RELATED WATER RELATED SOLID MASS RELATED

CHRONIC

Changing air temperature Changing wind patterns

Changing precipitation

patterns

Coastal erosion

Heat stress 

Precipitation or hydrological

variability

Soil degradation

Temperature variability  Ocean acidification Soil erosion

Permafrost thawing  Saline intrusion Solifluction

  Sea level rise 

  Water stress 

ACUTE

Heat wave Cyclone, hurricane, typhoon Drought Avalanche

Cold wave/frost Storm Heavy precipitation Landslide

Wildfire Tornado Flood Subsidence

  Glacial lake outburst 

Material perils considering URW assets vulnerabilities and assets geographies

Low/non material considering URW assets vulnerabilities and assets geographies

The likelihood, magnitude and duration of these hazards have been

considered within the analysis.

The climate-related physical risks are evaluated under 3 different

angles, to move from exposure to impacts, considering vulnerability,

depending on the potential impacts:

• Business interruption: Risk of income losses in the event that

business is halted due to a direct physical loss or damage;

• Property damage: Risk of physical asset losses in the event of a

destructive peril; and

• Energy needs: Risks for increases/decreases of OPEX due to

variations in energy requirements.

The Vulnerability curves are the used to translate exposure values

(such as metres of flood) into impact values from 0% to 100%.

All assets are divided into 4 classes (low, medium, high, very high)

depending on the cumulated value of property damage, business

interruption and energy needs risks.

Finally, the assets are prioritised based on:

• Multi-peril approach

All assets have been divided into 4 classes (low, medium, high, very

high) depending on the absolute value of property damage, business

interruption and energy needs.

Adopting a multi-peril approach acknowledges the complex and

interconnected nature of climate risks. By considering various perils

simultaneously, URW can better understand the cumulative impact on

assets, enhancing the ability to develop holistic and resilient adaptation

strategies.

• Evaluation of physical climate risks per specific peril

Assessing risks on a per-peril basis allows for a detailed understanding

of the specific challenges each hazard presents. This granular approach

enables targeted mitigation efforts, ensuring that resources are

allocated efficiently based on the unique characteristics and

vulnerabilities associated with each peril.

The prioritisation is made considering the results for the worst-case

scenario (SSP5-8.5) and the 2030 timeframe, which is commonly used

for defining climate adaptation planning and budgets.

Climate-related transition risks

Transition risks and opportunities are those associated with the pace

and extent at which an organisation manages and adapts to the internal

and external pace of change to reduce GHG emissions and transition to

renewable energy.

As required by the TCFD, the following transition risks have been

analysed for URW:

• Policy and legal risks

• Technology risk

• Market risk

• Reputation risk

As required by the TCFD, the following transition opportunities have

been analysed for URW:

• Resource efficiency

• Energy source

• Products and services

• Markets

• Resilience

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Risks and opportunities are evaluated in terms of likelihood and impact.

As it concerns the impacts, they have been evaluated according to the 2

following metrics:

• Where the importance of the financial driver represents the relevance

of the financial term impacted for URW economic sustainability, e.g.

How relevant is an increase of cost of raw materials for URW; and

• The contribution of the risk/opportunity to the driver represents how

a climate-driven market, technology and reputational change can

influence the financial driver, e.g. How much can carbon taxes

contribute to the increase of cost of raw materials?

Transition risks and opportunities are evaluated across the entire value

chain, considering how they can influence financial, human and

reputational capitals, and are evaluated in terms of likelihood and

impact (considering likelihood, magnitude and duration of the transition

events).

URW will provide further details about anticipated financial effects from

material physical and transition risks and potential climate-related

opportunities in the years to come.

Frameworks, scenarios and assumptions used for

the transition plan (Better Places Scope)

URW’s transition plan relies on both mid-term and long-term time

horizon scenarios. The International Energy Agency ("IEA") NZE 2050

scenarios have been used to model URW’s emissions linked to energy

consumption up to 2050. As the IEA NZE 2050 (Net Zero Emission 2050)

scenario does not cover all Group emissions, it has been supplemented

by the IEA B2DS scenario. As a reminder, URW’s objectives are aligned

with a 1.5°C trajectory. Introducing the IEA B2DS scenario is a

conservative approach because it implies that the efforts to be

generated by URW are greater than those generated by exogenous

macro factors. IEA B2DS and IEA CPS (Current Policies scenario)

scenarios have been used for operations and transport carbon reduction

targets of the Group. For its construction carbon target, the Group built

a custom scenario due to the lack of appropriate existing scenario

available. This scenario, with the help of external consultants, has been

built out of the IEA B2DS scenario combined with specific cement and

steel manufacturing sector information on sector-specific carbon

reduction pathways. The scenarios have been identified in order to help

the Group assess and confirm its GHG emission reduction targets. It

must be noted that the achievement of Group 2030 and 2050 GHG

emissions reduction targets on Scope 3 rely on these scenarios. It

therefore means that Group targets would likely not be achieved in

cases where the global GHG emissions of sectors impacting URW’s

value chain are not in line with the scenarios mentioned above. For this

reason, URW regularly monitors the progress of the hypothesis used

behind these scenarios and is likely to update its targets if the scenarios

are not met.

The scenarios described above have been identified in order to help the

Group assess and confirm its GHG emission reduction targets and

trajectories. They were selected specifically to inform on the Group’s

ability to achieve its GHG emission reduction targets by applying the

levers already identified under different scenarios (feasibility analysis).

They have also been used to ensure Group targets are in line with the

expectations set forth in the Paris Agreement (ambition validation).

All GHG reduction carbon targets except for the one related to

construction have been externally assured by the SBTi (for details on

the SBTi certification, see Section 3.2.2.2.2 Transition plan for climate

change mitigation ).

3.2.2.2.5 Policies related to climate change

mitigation and adaptation (ESRS E1-2)

Policies in place to manage material IROs related to climate change

mitigation and adaptation are listed in the table below. Those policies

cover URW’s own operations and the following ones extend to its value

chain:

• GHG emissions reduction policy, mostly for Scope 3-related GHG

emissions and the associated levers;

• Sustainability development guidelines for development projects, as

the minimum requirements for development projects contained in

the document are applied by the general contractors engaged in the

project and are also related to the construction materials; and

• Green leases policy, which details the relations and expectations

between URW and its tenants on sustainability-related topics.

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The first column of the table below presents which IRO from the material topics for URW the policy answers (details about the reference of the IROs

can be found in Section 3.2.1.4.2 Disclosure requirements in ESRS covered by the undertaking’s Sustainability Statement.

Policy and material

IROs addressed

Description of key

contents of policy

Description of scope of

policy or of its exclusions

Description of most

senior level in

organisation that is

accountable for

implementation of policy

Disclosure of third-party

standards o initiatives

that are respected

through implementation

of policy

Description of

consideration given to

interests of key

stakeholders in setting

policy

Explanation of how policy

is made available to

potentially affected

stakeholders and

stakeholders who need to

help implement it

Energy

efficiency policy

Material IROs

addressed:

• E1-I-2

• E1-R-1

• E1-R-3

• E1-O-1

• E1-O-2

Explanation of the

objectives and

targets, operational

follow-up, budget

guidance, dashboards

The policy's general

purpose is to set how

assets will reduce

their energy

consumption and

improve renewable

energy production (by

installing PV panels

on the roofs and

parkings) to reach the

objectives set

Assets within the

Better Places scope

only. URW aims to

extend the scope of

this policy to the CSRD

scope in the coming

years

The MB and the EC

oversee sustainability

related topics, and

specifically, the CRSO

is accountable for the

implementation

Based on ISO 14 001 Stakeholders

involved: Group

Sustainability team,

the corporate

technical team (PMPS

team), the technical

local country teams,

the asset teams and

EU regulations

The policy is for

internal purposes only

GHG emissions

reduction policy

Material IROs

addressed:

• E1-I-1

• E1-I-2

• E1-I-3

• E1-R-1

• E1-R-2

• E1-R-3

• E1-R-4

• E1-O-1

• E1-O-2

Explanation of the

objectives and

targets, operational

follow-up, budget

guidance, dashboards

The policy's general

purpose is to set how

the assets will reduce

their GHG emissions

to reach the

objectives set

Assets within the

Better Places scope

only. URW aims to

extend the scope of

this policy to the CSRD

scope in the coming

years

The MB and the EC

oversee sustainability

related topics, and

specifically, the CRSO

is accountable for the

implementation

SBTi corporate net

zero standard

Stakeholders

involved:

Group Sustainability

team, the corporate

technical team (PMPS

team), the technical

local country teams

and the asset teams

The policy is for

internal purposes only

Climate

adaptation

Policy

Material IROs

addressed:

• E1-I-4

• E1-I-5

Explanation of the

objectives and

targets, operational

follow-up, budget

guidance, dashboards

The policy general

purpose is to set how

the assets will ensure

that future

climate‑related risks

are mitigated to reach

the objectives set

Note: The GHG

emissions reduction

policy and the "energy

efficiency policy

indirectly supports

climate adaptation

All URW portfolio –

CSRD Scope (standing

assets and

development projects

across the Group)

The MB and the EC

oversee sustainability

related topics, and

specifically, the CRSO

is accountable for the

implementation

TCFD, CSRD and EU

Taxonomy

expectations

Stakeholders

involved: Group

Sustainability team,

the corporate

technical team (PMPS

team), the risk

management team,

the technical local

country teams, the

asset teams and EU

regulation including

EU Taxonomy

The policy is for

internal purposes only

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Policy and material

IROs addressed

Description of key

contents of policy

Description of scope of

policy or of its exclusions

Description of most

senior level in

organisation that is

accountable for

implementation of policy

Disclosure of third-party

standards o initiatives

that are respected

through implementation

of policy

Description of

consideration given to

interests of key

stakeholders in setting

policy

Explanation of how policy

is made available to

potentially affected

stakeholders and

stakeholders who need to

help implement it

Sustainability

development

guidelines for

development

projects

Material IROs

addressed:

• E1-I-1

Containing all the

requirements linked

to the sustainability

performance of

URW’s development

projects

The policy's general

purpose is to set how

the development

projects will reach the

minimum

environmental

performance set by

the Group to reach the

objectives set

(including the

objective related to

embodied carbon

emissions)

Development projects

across the Group

The MB and the EC

oversee sustainability

related topics, and

specifically, the CRSO

is accountable for the

implementation

BREEAM

environmental

certification for

development projects,

local regulation such

as RE2020 in France

Stakeholders

involved: Group

Sustainability team,

the corporate

Development and

Construction teams,

development and

construction local

teams in all Group

countries

The policy is primarily

designed for internal

teams and shared with

contractors involved

in its implementation

in development

projects

Green leases

Policy

Material IROs

addressed:

• E1-I-2

Contains the clauses

URW relies on to

engage tenants in the

reduction of their

energy consumption

and related GHG

emissions (among

other topics)

The policy general

purpose is to set how

the Group will ensure

that tenants within

retail assets will meet

sustainability related

requirements

All URW retail

portfolio within the

Better Places scope

(standing assets and

development projects

across the Group) and

additional assets when

URW has the leasing

mandate

The MB and the

ECoversee

sustainability related

topics, and

specifically, the CRSO

is accountable for the

implementation

“Annexe

environnementale”

French regulation,

FACT (Fédération des

Acteurs du Commerce

dans les Territoires)

BBP (Better Building

Partnership)

Stakeholders

involved: Group

Sustainability team,

the corporate

technical team (PMPS

team), the corporate

and French Legal

teams, the technical

local country teams

and the asset teams

The green lease

template is

systematically shared

with tenants on each

new deal

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More details related to the Group climate adaptation strategy are given

in Section 3.2.2.6.4 URW share of aligned activities.

In addition to the policies listed below, the Group’s environmental

strategy also relies on an environmental management system ("EMS"),

aiming at reducing the environmental impacts of assets within the

Better Places scope from initial design through to daily operation. This

pragmatic and dynamic EMS, based on an environmental continuous

improvement approach (ISO 14001), ensures that the Group is able to

meet its annual and long-term targets (progress against targets is

reviewed each year during internal environmental performance reviews

and disclosed publicly in the URW’s scorecard, available in this

document), and supports URW’s continuous improvement for each area

covered by the Group’s sustainability policy. This includes climate

change and resource use such as energy. It completes the development

projects’ EMS.

The EMS system is based on 4 steps of the environmental performance

management process: target setting, establishing an environmental

action plan, measuring results and reviewing the performance:

• Targets: Targets are set (and can be updated on an annual basis if

necessary) for every asset within the Better Places scope in line with

the Group’s long-term targets and can be adapted with the specific

characteristics of each individual site.

• Environmental action plan: Each asset is asked to build its

environmental plan to reach the target set.

- An action plan covering key topics such as GHG emissions, energy,

water, waste, climate-related risks and biodiversity is

implemented and challenged for each managed site.

- Specific resources/documents to help the local teams find the right

actions/levers are provided by the Group sustainability team or the

corporate technical teams on each environmental topics. Specific

groups of employees are also created to help cascade the

information to the asset teams and to share returns of experience

and good practices (communities of “referents”).

- Daily, asset technical managers ensure the environmental

performance and monitoring of operations and implement the roll-

out of the asset environmental action plans. Additional external

technical reviews commissioned by technical teams may also be

conducted at asset level when a specific expertise is required, for

example energy audits.

- Budgets are associated to the proposed actions and then included

in the asset business plan (reviewed annually by the regional

management teams). The follow-up of the implementation of the

actions is done directly in the environmental action plan.

• Measuring results: Performance is measured and assessed on

yearly basis by each asset team (using Group reporting tools and

specific energy dashboards) and asset teams have access all year

round to a live dashboard with their performance.

• Review: At different levels (asset, country, region and Group), the

Group conducts internal environmental performance reviews. These

reviews are conducted at least on an annual basis by the teams in

charge of environmental topics within the Group. Achievements

against targets are reviewed on these occasions. A corrective action

plan is implemented in case of deviation.

Focus on green leases

Since 2009, the Group has been committed to an active “green leases”

policy. Green leases aim at improving tenants’ sustainability

performance during the operation phase through a set of requirements,

including fit-out, operation and reporting requirements.

This approach, based on dialogue, information and sharing of best

practices, encourages tenants to play a role in the environmental

performance of the assets, as well as contributes to managing costs

related to utilities and waste management.

In that respect, since 2009 and ahead of all existing regulations, all new

leases and renewals signed with retail (Shopping Centres) and office

(Offices) tenants have had environmental clauses. These first versions

of green leases cover aspects that are most relevant to improve

tenants’ environmental behaviours and performances, such as

commitment to sharing energy consumption data, technical

specifications for fitting-out tenant spaces (especially maximum power

for lighting), and various measures to save energy and water and sort

waste.

This environmental appendix to leases was strengthened in 2017 to

reflect the evolution of the Group’s ambitions in terms of environmental

performance and contributions to the community. Clauses have been

added to the first version of green leases and include the obligation to

install LED lighting solutions and technical energy efficient equipment

for any new fit-out works performed in private tenant spaces. There is

also the requirement to sign a private electricity contract guaranteeing

that electricity is procured from renewable sources. To support the

Group’s engagement with its communities, a clause has also been

added to invite the tenants to participate in initiatives organised by the

Group to promote local employment. The process of implementation

and follow-up of the green lease is described in the green lease policy of

the Group and the Group targets to better monitor the effective

implementation of the green lease’s requirements in the coming years.

As of today, the green lease's requirements are not all individually

tracked for each tenants by URW.

The table hereafter shows the penetration rates of the latest applicable

green lease version across the Group assets, both for standing assets

and pipeline projects.

2024 NUMBER AND PERCENTAGE OF GREEN LEASES AMONG IN-

YEAR SIGNED LEASES AND ACTIVE LEASES (SHOPPING

CENTRES (RETAIL)AND OFFICES)

Retail Offices

Number of green leases signed during

the year

1,830 3

% of green leases signed during the year 73.3% 25.0%

% of green leases among total active

leases at the year-end

63.0% 40.0%

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Other topics such as responsible resource consumption, environmental performances, behavioural changes or implementation of operational

improvements are often discussed during the regular operation of the shopping centres.

3.2.2.2.6 Actions and resources in relation to climate change policies (ESRS E1-3)

The actions and resources in relation to climate change are listed in the table below:

Policy and

material IROs

addressed Key actions Scope

Time

horizon

Year of

completion Description Progress Resources allocated Financial resources

Energy

efficiency

policy

Material IROs

addressed:

• E1-I-2

• E1-R-1

• E1-R-3

• E1-O-1

• E1-O-2

Energy efficiency

• Reduction of the

energy intensity

with the

replacement of

technical

equipment with a

better efficiency

(e.g. air handling

units, water loop,

heat exchanger,

building

management

system)

Energy mix:

• Gas boilers

removal planning

(replacement by

heat pumps)

Photovoltaic Plan:

• Increase on-site

renewable energy

production on

assets (roof and

parking)

Equivalent to

the scope

indicated in the

policies table

above

2015 –

2030

2030 Standing assets

design and

work on a

dedicated

environmental

action plan to

guide them

towards Group

target

• The Group has

updated all its

long‑term energy

action plans in

2024 to reflect its

new ambition in

terms of energy

intensity

• Live dashboards

available within

the Company to

track progress

anytime

• Implementation of

the actions

according to each

asset’s

environmental

action plan

• Corporate

sustainability and

technical teams

to produce

guidance and

track

performance

• Local country and

asset teams for

implementation

An envelope of

€20Mn (for energy

and GHG emission

reduction) and €

8Mn+ (for renewable

energy production)

has already been

validated on top of

the 30% of

maintenance CAPEX

already allocated to

reach the Group's

energy efficiency and

carbon reduction

targets in the EU. The

envelope for the US

is included in the

maintenance plan for

now. URW also relies

on sustainable

finance instruments

such as

sustainability-linked

loans to finance the

transition. Financial

resources are

updated each year

depending on

updates of the action

plan

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Policy and

material IROs

addressed Key actions Scope

Time

horizon

Year of

completion Description Progress Resources allocated Financial resources

GHG

emissions

reduction

policy

Material IROs

addressed:

• E1-I-1

• E1-I-2

• E1-I-3

• E1-R-1

• E1-R-2

• E1-R-3

• E1-R-4

• E1-O-1

• E1-O-2

Set, track and reach

Group carbon

reduction targets

Equivalent to

the scope

indicated in the

policies table

above

2015 –

2030

2030 and

2050

All standing

assets of URW

have a

dedicated

environmental

action plan to

guide them

towards Group

target

• The Group has

updated all its

environmental

action plans in

2024 to reflect its

new ambition in

terms of carbon

reduction

• Live dashboards

available within

the Company to

track progress

anytime

• Implementation of

the actions

according to each

asset’s

environmental

action plan

• Impact of the

actions taken can

be seen in the

Group’s

performance as

presented in

URW’s

Sustainability

Scorecard within

this document

Climate

adaptation

policy

Material IROs

addressed:

• E1-I-4

• E1-I-5

Increase the

resilience of URW

portfolio to climate-

related risk

Equivalent to

the scope

indicated in the

policies table

above

2015 –

2030

2030 Evaluate the

vulnerability

and exposure of

the portfolio

and implement

resilience

action plans

• Group adaptation

framework being

updated

• New asset visits

done in 2024

• Corporate

Sustainability and

technical teams

to produce

guidance and

track

performance

• Risk Management

team

• Local country and

asset teams for

implementation

Adaptation measures

should be included in

the maintenance

CAPEX of URW

assets (average of 90

€90 Mn per year for

the Group’s EU

assets)

Sustainability

development

guidelines for

development

projects

Material IROs

addressed:

• E1-I-1

Secure the

environmental

performance of

URW’s development

projects

Equivalent to

the scope

indicated in the

policies table

above

2015–

2030

2030 All

development

projects must

include the

requirements of

the guidelines

in their design

to secure their

environmental

performance

2024 update of the

sustainability

guidelines to reflect

new expectations

from EU Taxonomy

and new embodied

carbon thresholds

• Corporate

sustainability

team to produce

guidance and

track

performance

• Concept Studio

team

• Local country

development and

construction

teams for

implementation

A limited increase of

URW construction

costs is expected to

reach the Group's

targets

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Policy and

material IROs

addressed Key actions Scope

Time

horizon

Year of

completion Description Progress Resources allocated Financial resources

Green leases

policy

Material IROs

addressed:

• E1-I-2

Manage the

environmental

requirements with

tenants

Equivalent to

the scope

indicated in the

policies table

above

2015 –

2030

Permanent The green

leases cover

the main

environmental

topics that are

material for the

Group. More

details are

given below.

• Updated green

lease template for

implementation in

2025

• Continuous

deployment of the

green leases for

new tenants

• Corporate

Sustainability and

Leasing teams to

produce guidance

and track

performance

• Local leasing

teams

No specific financial

resources needed

3.2.2.2.7 Targets related to climate change mitigation and adaptation (ESRS E1-4)

The main targets related to climate change mitigation are presented in Section 3.2.2.2.2 Transition plan for climate change mitigation. Details on

scenarios and assumptions for the establishment of those targets are presented in Section 3.2.1.4.1 Description of the process to identify and assess

material impacts, risks and opportunities.

Additionally, the main target related to the Group climate adaptation strategy is the following:

• 100% of URW’s exposed assets to implement risk mitigation measures by 2030.

More details related to the Group climate adaptation strategy are given in Section 3.2.2.6.4 URW share of aligned activities.

3.2.2.2.8 Energy consumption and mix (ESRS E1-5)

The following tables present the energy consumption and mix of the Group under the different reporting scopes of the Group (CSRD, Operational

control and Better Places – the last one being covered by the sustainability strategy of URW).

Energy efficiency of standing assets, per area for Shopping Centres (retail) and offices (kWh/sqm)

Energy efficiency is calculated on the scope of final energy purchased from the grid. Energy self-consumed from renewable on-site production (such

as solar PV) is excluded. The table below is related to the energy intensity target the Group has set detailing the evolution between the reporting year

and the previous year on a like-for-like basis.

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BETTER PLACES SCOPE

As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an

understanding of the differences between the different reporting perimeters.

Retail

(kWh/sqm)

Office

(kWh/sqm)

2024 Total 111 86

2023 like-for-like 119 112

2024 like-for-like 112 86

2024/2023 change (%) -5.9% -23.5%

Energy consumption and mix of the Group

(1)

CSRD SCOPE

As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an

understanding of the differences between the different reporting perimeters.

ENERGY CONSUMPTION AND MIX (MWH AND %)

2024

Fuel consumption from natural gas (MWh) 42,468

Fuel consumption from coal and coal products (MWh) 0

Fuel consumption from crude oil and petroleum products (MWh) 0

Fuel consumption from other fossil sources (MWh) 0

Consumption of purchased or acquired electricity, from fossil sources (MWh) 40,700

Consumption of purchased or acquired heat, steam, and cooling from fossil sources (MWh) 113,605

Total fossil energy consumption (MWh) 196,774

Share of fossil sources in total energy consumption (MWh) 36.1%

Consumption from nuclear sources (MWh) 0

Consumption of purchased or acquired electricity from renewable sources (MWh) 287,289

Consumption of purchased or acquired heat, steam, and cooling from renewable sources (MWh) 52,179

Consumption of self-generated non-fuel renewable energy (MWh) 9,296

Fuel consumption for renewable sources, including biomass (also comprising industrial and municipal waste of biologic origin, biogas, renewable

hydrogen, etc.) (MWh)

Total renewable energy consumption (MWh) 348,763

Share of renewable sources in total energy consumption (%) 63.9%

Total energy consumption (MWh) 545,537

(1) The energy mix of the district networks (for purchased heat and cooling) and specifically the information about the renewable share is coming from the supplier themselves

from their publications during the year previous to the reporting year (aligning with AR 32 expectations)

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Share of total energy consumption derived from renewable sources per energy source: electricity,

district heating and cooling, and direct energy consumption (%)

CSRD SCOPE

As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an

understanding of the differences between the different reporting perimeters.

Retail Office

Convention &

Exhibition

2024 total electricity consumption (MWh) 262,294 7,335 67,656

of which green electricity (%) 97.8% 46.2% 54.1%

2024 total district heating & cooling consumption (MWh) 145,433 9,929 10,422

of which renewable energy (%) 35.0% 13.3% 0%

2024 total fuels direct energy consumption (MWh) 33,127 675 8,667

of which renewable energy (%) 0% 0% 0%

Energy intensity based on gross revenue

CSRD SCOPE

As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an

understanding of the differences between the different reporting perimeters.

Energy intensity per gross revenue 2024

Energy intensity per gross revenue (MWh/M€) 225

Total Energy consumption (MWh) 545,537

Gross revenue (€ Mn) (equivalent to the Gross Rental Income - see Section 5.1 Consolidated financial statements) 2,427

Note 1: As 100% of the URW’s activities are considered high-impact sectors, this figure is the same for energy intensity of activities in high-impact

sectors (total energy consumption per net revenue).

Note 2: The following high-impact sectors have been used to determine the energy-intensity based on net revenue: construction and real estate

activities.

3.2.2.2.9 Gross Scopes 1, 2 and 3 and total GHG emissions (ESRS E1-6)

Methodology

The method used for quantifying Group emissions is in line with the ISO 14064-1 standard, the GHG Protocol guidelines and the Bilan Carbone®

methodology of ADEME (Agence de l’Environnement et de la Maîtrise de l’Énergie, or French Environment and Energy Management Agency), and is

subject to specific methodological guidelines (see Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement).

The sources of emissions included in the Group’s total carbon footprint are broken down per Scope and influence level in the table hereafter. The

Group calculates its carbon footprint on an extended Scope 3 basis, which is outlined in this table, measuring the major indirect emissions across its

entire value chain.

URW Scope 3 GHG emissions are calculated by multiplying physical quantities by an emission factor. Inputs from specific activities within the URW’s

upstream and downstream value chain are used for the calculation of the physical quantity and the emission factors are mostly retrieved from

recognised database such as Base Empreinte® (ADEME) or DEFRA and updated regularly. In particular, emission factors used for the calculation of

energy-related emissions within ucopes 1, 2 and 3 are published by ADEME, IEA and EPA (Environmental Protection Agency).

100% of Scope 3 categories are calculated using primary activity data and emission factors from external databases.

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Scopes 1 and 2

Scope 1

Direct emissions from stationary combustion: gas and fuel consumption in common areas

Direct emissions from mobile combustion: fuel used for company vehicles

Direct fugitive emissions: leaks of refrigerant gas/fluid

Scope 2

Indirect emissions linked to electricity consumption in common areas (linked to production only)

Indirect emissions from cold or hot steam consumption (centralised cooling and heating provided by district heating and cooling networks)

Scope 3

Emissions from energy production not included in Scopes 1 and 2 (extraction, production and transport of fuel, electricity, hot and cold steam):

upstream emissions and transport and distribution losses of energy consumed by common areas

Purchased products and services: expenses for daily operation of sites, such as cleaning, maintenance, security, waste management, energy and fluid

provision, marketing expenses (OPEX), office supplies (headquarters)

Capital equipment: IT equipment on site, company vehicles

Waste: on-site waste management

Employee commuting: URW employees’ transportation from home to work

Business travel: URW employees’ business travel by plane and train

Investments: expenses related to development projects

Visitor and customer transport: upstream and downstream travel of visitors, customers and/or occupants to the Group’s shopping centres and offices

Downstream leased assets: electricity consumption of private areas (production, transportation and distribution)

Note: URW does not report any biogenic emissions from the combustion or biodegradation of biomass as there is no related installations in URW’s

assets or in URW’s value chain (as far as URW is aware).

The sources of emissions that are excluded from the Group’s total carbon footprint are detailed below:

Scopes 1 and 2

Scope 1

Direct emissions from process sources: URW does not operate processes generating emissions beyond energy

Direct emissions from agricultural sources: URW does not have any activity in the agricultural sector

Scope 2 None

Scope 3

Upstream freight: URW does not have any suppliers or service providers for upstream transportation of goods and distribution. Indeed, this is not an

activity of its value chain (the only upstream activities of the Group are asset development and construction activities reported in investment category

through construction investments). Thus, associated Scope 3 emissions for this source and are not applicable to the Group

Upstream leased assets: URW is owner or co-owner of almost all of its assets, except offices which are immaterial (less than 5%). Indeed, the only

assets rented by the Group as a tenant are offices for headquarters. Thus, associated upstream Scope 3 emissions are negligent when compared to all

other Scope 3 sources (the only significant upstream activities of the Group are asset development and construction activities)

Downstream freight: URW does not sell products and thus does not need any transportation to deliver products to its customers

Use of sold products: URW does not sell products and thus does not have any clients that use the products that it sells.

End-of-life: URW does not sell products and thus does not have any clients that use the products that it sells. The End-of-life of the Group's

construction activities is already capture in the “investments” category

Franchise: this item is not applicable to the Group’s business as URW has no brand or product or service licenses. Thus associated Scope 3 emissions

for this source do not exist

Other indirect emissions: no other indirect emissions have been inventoried

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Events or changes in circumstances (relevant to URW GHG emissions)

between the reporting dates of the entities in URW's value chain and the

date of URW’s general purpose financial statements can be found in

Section 3.2.1.1.2 Disclosures in relation to specific circumstances.

The carbon footprint for 2015 is the baseline for tracking the carbon-

related objectives of the Better Places strategy. The 2015 Group carbon

footprint baseline and the Group carbon footprint evolution in 2023 and

2024 are presented hereafter.

Details on electricity procurement from renewable sources used for

Scope 2 market-based GHG emissions are presented in the sub-section

"Details on electricity procurement from renewable sources used for

Scope 2 market-based GHG emissions" in Section 3.2.2.2.9 Gross

Scopes 1, 2 and 3 and total GHG emissions.

Group carbon footprint – Scopes 1,2 and 3

Group carbon footprint following “market-based” and “location-based” methods

Location based

CSRD & OPERATIONAL

CONTROL SCOPE

2024

Gross Scope 1 GHG emissions (tCO

e) 14,917

Gross Scope 2 GHG emissions (tCO

e) 107,227

Gross Scope 1 and 2 GHG emissions (tCO

e) 122,144

Total Gross indirect (Scope 3) GHG emissions (tCO

e) 4,295,380

Total GHG emissions (location-based) (tCO

e) 4,417,524

Market based

CSRD &

OPERATIONAL

CONTROL SCOPE

2024

Gross Scope 1 GHG emissions (tCO

e) 14,917

Gross Scope 2 GHG emissions (tCO

e) 25,168

Gross Scope 1 and 2 GHG emissions (tCO

e) 40,085

Total Gross indirect (Scope 3) GHG emissions (tCO

e) 4,204,519

Total GHG emissions (market-based) (tCO

e) (tCO

e) 4,244,604

BETTER PLACES SCOPE

As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an

understanding of the differences between the different reporting perimeters.

The table below is related to the Better Places targets on carbon reduction as described in the transition plan. Further details about Scope 3 related

targets can be found in the next tables.

Location based Base year 2015 2023 2024

2024 progress

from 2023 2030 target

2024 progress

from base year

Gross Scope 1 GHG emissions (tCO

e) 23,434 15,835 10,186 -35.7% – -56.5%

Gross Scope 2 GHG emissions (tCO

e) 163,220 102,154 93,415 -8.6% – -42.8%

Gross Scope 1 and 2 GHG emissions (tCO

e) 186,654 117,989 103,602 -12.2% – -44.5%

Total Gross indirect (Scope 3) GHG emissions (tCO

e) 4,938,601 3,127,288 3,000,246 -4.1% – -39.2%

Total GHG emissions (location-based) (tCO2eq) 5,125,254 3,245,277 3,103,847 -4.4% – -39.4%

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Market based Base year 2015 2023 2024

2024 progress

from 2023 2030 target

2024 progress

from base year

Gross Scope 1 GHG emissions (tCO

e) 23,434 15,835 10,186 -35.7% – -56.5%

Gross Scope 2 GHG emissions (tCO

e) 132,018 13,530 13,307 -1.7% – -89.9%

Gross Scope 1&2 GHG emissions (tCO

e) 155,451 29,365 23,493 -20.0% -90.0% -84.9%

Total Gross indirect (Scope 3) GHG emissions (tCO

e) 4,935,623 3,061,498 2,917,205 -4.7% -50.0% -40.9%

Total GHG emissions (market-based) (tCO

e) 5,091,075 3,090,863 2,940,698 -4.9% -50.0% -42.2%

Group carbon footprint details including Scope 3 categories

CSRD Scope

2024

Operational

Control Scope

2024

Scope 1 GHG emissions

Gross Scope 1 GHG emissions (tCO

e) 10,102 5,036

Percentage of Scope 1 GHG emissions from regulated emission trading schemes (%)

0.0% 0.0%

Scope 2 GHG emissions

Gross location-based Scope 2 GHG emissions (tCO

e) 86,751 20,476

Gross market-based Scope 2 GHG emissions (tCO

23,151 2,017

Significant Scope 3 GHG emissions

CSRD Scope & operational control Scope 2024

Total Gross indirect (Scope 3) GHG emissions(tCO

e) - location based 4,295,380

Total Gross indirect (Scope 3) GHG emissions(tCO

e) - market based 4,204,519

1 Purchased goods and services 224,492

2 Capital goods 11,292

Fuel and energy-related activities (not included in Scope 1 or Scope 2) location based) 27,761

Fuel and energy-related activities (not included in Scope 1 or Scope 2) (market based) 19,241

4 Upstream transportation and distribution 195,645

5 Waste generated in operations 11,268

6 Business traveling 2,031

7 Employee commuting 2,222

8 Upstream leased assets –

9 Downstream transportation 3,302,143

10 Processing of sold products –

11 Use of sold products –

12 End-of-life treatment of sold products –

Downstream leased assets (location-based) 285,578

Downstream leased assets (market-based) 203,237

14 Franchises –

Investments 232,947

Total GHG emissions

Total GHG emissions (location-based) (tCO

e) 4,417,524

Total GHG emissions (market-based) (tCO

e) 4,244,604

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BETTER PLACES SCOPE

As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an

understanding of the differences between the different reporting perimeters.

Base year

2015 2023 2024

2024

progress

from 2023 2030 target

2024

progress

from base

year

Scope 1 GHG emissions

Gross Scope 1 GHG emissions (tCO

e) 23,434 15,835 10,186 -35.7% – -56.5%

Percentage of Scope 1 GHG emissions from regulated emission trading schemes (%)

0.0% 0.0% 0.0% – – –

Scope 2 GHG emissions

Gross location-based Scope 2 GHG emissions (tCO

e) 163,220 102,154 93,415 -8.6% – -42.8%

Gross market-based Scope 2 GHG emissions(tCO

132,018 13,530 13,307 -1.7% – -89.9%

Significant Scope 3 GHG emissions

Total Gross indirect (Scope 3) GHG emissions (tCO

e) - location based 4,938,601 3,127,288 3,000,246 -4.1% – -39.2%

Total Gross indirect (Scope 3) GHG emissions (tCO

e) - market based 4,935,623 3,061,498 2,917,205 -4.7% -50.0% -40.9%

1 Purchased goods and services 335,827 202,691 195,271 -3.7% – -41.9%

2 Capital goods 3,210 1,415 1,301 -8.1% – -59.5%

Fuel and energy-related activities (not included in Scope1 or Scope 2) (location

based)

34,993 26,605 23,861 -10.3% – -31.8%

Fuel and energy-related activities (not included in Scope1 or Scope 2) (market

based)

31,412 21,589 16,781 -22.3% – -46.6%

4 Upstream transportation and distribution – – – – – –

5 Waste generated in operations 32,607 10,474 9,832 -6.1% – -69.8%

6 Business travelling 7,759 2,619 1,849 -29.4% – -76.2%

7 Employee commuting 3,903 2,089 1,897 -9.2% – -51.4%

8 Upstream leased assets – – – – – –

9 Downstream transportation 3,311,713 2,418,546 2,287,461 -5.4% – -30.9%

10 Processing of sold products – – – – – –

11 Use of sold products – – – – – –

12 End-of-life treatment of sold products – – – – – –

Downstream leased assets (location-based) 742,424 232,815 245,826 5,6% – -66.9%

Downstream leased assets (market-based) 743,027 172,040 169,866 -1.3% – -77.1%

14 Franchises – – – – – –

Investments 466,165 230,034 232,947 1.3% – -50.0%

Total GHG emissions

Total GHG emissions (location-based) (tCO

e) 5,125,254 3,245,277 3,103,847 -4.4% – -39.4%

Total GHG emissions (market-based) (tCO

e) 5,091,075 3,090,863 2,940,698 -4.9% -50.0% -42.2%

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Details on electricity procurement from renewable sources used for Scope 2 market-based GHG emissions

URW is committed to using 100% electricity from renewable energy sources (“green electricity”) for the consumption of the common areas of its

assets (under the Better Places scope). URW utilises both PPAs, Guarantees of Origin and Renewable Energy Certificates as part of its procurement

strategy to manage and reduce Scope 2 GHG emissions and encourage the development of renewable energy production installations. Information

about the purchased green electricity across the Group can be found in the table below:

CSRD SCOPE

As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an

understanding of the differences between the different reporting perimeters.

Details on green electricity procurement for URW 2024

Share of electricity bundled with energy attribute claims (such as Guarantee of Origins or Renewable Energy Certificates or

PPA)

78.8%

Share of electricity covered by unbundled energy attribute claims 8.8%

GHG intensity based on gross revenue following “market-based” and “location-based” methods

CSRD & OPERATIONAL SCOPE

As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an

understanding of the differences between the different reporting perimeters.

GHG intensity per gross revenue (2024) Group

Total GHG emissions (location-based) per gross revenue (tCO

e /M€) 1,820

Total GHG emissions (market-based) per gross revenue (tCO

e /M€) 1,749

Total GHG emissions (location-based) 4,417,524

Total GHG emissions (market-based) 4,244,604

Gross revenue (equivalent to the Gross rental income in M€ - see Section 5.1 Consolidated financial statements) 2,427

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3.2.2.2.10 GHG removals and GHG mitigation projects financed through carbon credits (ESRS E1-7)

In relation to URW's climate neutrality strategy (presented in Section 3.2.2.2.2 Transition plan for climate change mitigation), and as part of its net-

zero targets, URW is committed to:

• Increasing the level of avoided emissions within and outside of its value chain, meaning helping other stakeholders reduce their own carbon

emissions; and

• Permanently neutralising residual emissions at the net-zero target year.

In this regard, the tables below present the details related to those 2 commitments.

The table below presents the main current mitigation projects led by URW which are funded through carbon credits.

DETAILS OF GHG MITIGATION PROJECTS

Projects Type of project Scope

Timeline of

implementation

Expected impact

(in tCO2e)

Calculations

done by and

associated

standard

Share associated

with a recognised

standard

Share issued

from projects in

the EU

Qualifies as a

corresponding

adjustment under

Article. 6 of the

Paris Agreement

Climate fund for

Nature (Mirova) –

based on a

contractual

agreement

Forest and

mangrove

conservation

projects

Upstream and

downstream

value chain

2024 – 2042 250,000 REDD+

certification

and

associated

calculation

methodology

100% 0%

DETAILS OF GHG REMOVAL PROJECTS

The table below presents the main current removal projects led by URW.

Projects

Type of

project

(biogenic or

technological

sinks) Location Scope Implementation (in tCO

Cancellation of

credits

Associated

standard,

calculation

assumptions,

methodologies

and frameworks

applied

associated

with a

recognized

standard

issued from

projects in

the EU

Qualifies as a

corresponding

adjustment

under Article.

6 of the Paris

Agreement

Climate fund

for Nature

(Mirova) –

based on a

contractual

agreement

Biogenic:

Land-use

change –

Forest and

mangrove

restoration,

agroforestry

, soil

carbon and

regenerative

agriculture

Country

priority list

from

MIROVA

(confidential)

Upstream

and

downstrea

m value

chain

2024 – 2042 598,000 in

total

2024: 0 tCO2e

100% planned

to be cancelled

in the future

according to

Net-Zero

targets

Credits will be

certified and

audited to the

highest quality

standards and in

accordance

with VCS, CCBS,

Gold Standard

or SD Vista

standards, or

equivalent other

standard

100% >1% -

Nature Impact

Fund (WWF) –

based on a

contractual

agreement

Biogenic:

Forest

restoration

France Upstream

and

downstrea

m value

chain

2023 – 2033 Not

quantified

yet

2024: 0 tCO2e

100% planned

to be cancelled

in the future

according to

Net-Zero

targets

Internal WWF

calculation

methodology –

No standard

associated.

Calculation

framework is

private

0% 100% -

Note: These projects are 100% removal projects.

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URW will provide further details on the removal or avoidance projects

and the associated calculation assumptions, methodologies and

frameworks applied when these are advanced enough and such

information is made available.

Details related to the net zero commitment

The Group is absolutely prioritising the reduction of its own GHG

emissions, through ambitious reduction targets before any use of

carbon credits. The additional use of carbon credits as described above

will not contribute to nor impact the achievement of URW’s GHG

emission reduction targets.

In addition, and in accordance with the SBTi Corporate Net-Zero

Standard, URW is committed to permanently neutralising residual

emissions at the net-zero target year and GHG emissions released into

the atmosphere thereafter. In this regard, URW already secured the first

step of its neutralising strategy, engaging with Mirova and WWF to

increase GHG removals at a level covering the 10% annual residual

emissions of its Scopes 1 and 2 from 2030 to 2050. URW will continue

exploring opportunities to deal with its Scope 3 residual emissions (for

2050 onwards) prioritising removals within its own value chain.

URW will only rely on high-quality carbon removal credits recognised by

a quality standard which is or will be communicated in the tables above

once known. In addition to its net zero commitment, URW is willing to

participate in carbon removal projects not covered by a recognised

standard if it has other co-benefits such as biodiversity-related positive

impacts. As of today, URW is not involved in selling carbon credits.

In any case, URW does not and will not rely on GHG removal credits nor

GHG avoidance credits to reach its GHG carbon reduction targets. Those

credits are counted separately from the Group’s own GHG emissions.

3.2.2.2.11 Internal carbon pricing (ESRS E1-8)

As of today, URW does not apply any internal carbon pricing scheme.

While the GHG emissions of new projects are studied and considered

internally for decision-making processes, this has not been formalised

in the way of a carbon pricing scheme yet. URW carefully studies the

potential implementation of an internal carbon price system for the

coming years.

3.2.2.3 Water and marine resources (ESRS E3)

3.2.2.3.1 Description of the processes to identify

and assess material water and marine

resources-related impacts, risks and

opportunities (ESRS 2 IRO-1)

Please see Section 3.2.2.2.4 Description of the process to identify and

assess material climate-related impacts, risks and opportunities and

Section 6.1.2 Group Enterprise Risk Management framework,

respectively for more detailed information on the double materiality

analysis and the risk identification process.

While, details about consultations made are communicated, affected

communities from water and marine-related topics were not directly

part of the consultation process but remain strong operational partners,

particularly for the assets located in water-stressed areas.

As a result, the material impact identified through the assessment is

related to the management of water in regions experiencing water

stress.

3.2.2.3.2 Policies related to water and marine

resources (ESRS E3-1)

Focus on water-stressed areas

Water-stressed areas as defined by URW in the context of this ESRS

related to water and marine resources are areas where water

conservation and preservation issues are more material. We rely on the

“water-stressed areas” definition from the WWF Water Risk Filter

(1)

using the water scarcity risk KPI.

As defined by the WWF: “Water scarcity refers to the physical

abundance or lack of freshwater resources, which significantly impact

business such as production/supply chain disruption, higher operating

costs, and growth constraints. Water scarcity is human-driven, and can

be aggravated by natural conditions (e.g. aridity, drought periods), and it

is generally calculated as a function of the volume of water use/demand

relative to the volume of water available in a given area. The Water Risk

Filter risk category water scarcity is a comprehensive and robust metric

as it integrates a total of 7 best available and peer-reviewed datasets

covering different aspects of water scarcity as well as different

modelling approaches: aridity index, water depletion, baseline water

stress, blue water scarcity, available water remaining, drought

frequency probability, and projected change in drought occurrence. See

the specific risk indicator layers for more details.”

A portfolio analysis has been done, and lastly updated in 2024, to

evaluate each asset of the CSRD scope and the study has been extended

to the Better Places scope also (details about the perimeters available

in section 3.2.1.1.1). As a result, 12 assets have been identified with a

water scarcity risk above 3.4 (equivalent to high and very high risks – the

same threshold has been used for all the Group). Those assets are the

following: La Vaguada (Madrid), Westfield Century City (Los Angeles),

Westfield Culver City (Los Angeles region), Westfield Fashion Square

(Los Angeles region), Westfield Parquesur (Madrid), Westfield Topanga

(Los Angeles region), Westfield Plaza Bonita (San Diego region),

Westfield UTC (San Diego), Bonaire (Valencia), Westfield Galleria at

Roseville (San Francisco region), Westfield Glòries (Barcelona), and

Westfield La Maquinista (Barcelona).

(1) Accessed in June 2024 on the WWF website.

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URW water policy addresses the material impact of URW related to water which is the limitation of water consumption of all assets located in areas

at water risk. The policy is detailed in the table below:

Policy and

material IROs

addressed

Description of key contents of

policy

Description of

scope of policy or

of its exclusions

Description of

most senior level

in organisation

that is

accountable for

implementation of

policy

Disclosure of third-

party standards or

initiatives that are

respected through

implementation of

policy

Description of consideration

given to interests of key

stakeholders in setting policy

Explanation of how policy is

made available to potentially

affected stakeholders and

stakeholders who need to help

implement it

Water

efficiency

policy

Material IRO

addressed:

• E3-I-1

Explanation of the objectives

and targets, operational

follow-up, budget guidance,

dashboards for assets

located in water-stressed

areas. The policy sets:

• The expectations for those

assets to limit their water

consumption and thus

limit their environmental

impact

• The follow-up process

regarding the action plan

Assets located in

water-stressed

areas as defined

by URW in the

section above

The MB and the

Based on ISO

14001 and WWF

Water Risk Filter

Stakeholders involved:

Group Sustainability team,

the corporate technical team

(PMPS team), the technical

local country teams, the

asset teams and EU

regulations

The policy is for internal

purposes only

In addition to URW's water policy, elements regarding product and

service design in view of addressing water-related issues are contained

within the sustainable construction guidelines of the Group (containing

the Group environmental requirements for its development projects)

and within the green lease of the Group (containing the environmental

clauses for the tenants of its private areas, notably in terms of water

consumption).

URW has not adopted policies or practices related to sustainable

oceans and seas as the topic is not material to URW activities.

In particular, the water policy in place addresses how URW assets

update annually their environmental action plan, including a specific

section for assets located in areas at water risk. URW has identified its

assets located in areas at water risk (water-stressed areas as defined

below) and is committed to reducing their water consumption by

implementing water reuse solutions in those areas.

Viparis is also committed to reduce water consumption of its venues

and preserve it from pollution. To this end, improved monitoring of

water consumption and leak detection processes are implemented and

completed with investments in drip irrigation, water-saving taps or

toilets, rainwater recovering systems (Palais des Congrès de Paris,

Pavilion 6 of Paris Expo Porte de Versailles, Hall 3 of Paris le Bourget),

and requirements for cleaning suppliers to use products with ecolabels.

3.2.2.3.3 Actions and resources related to water

and marine policies (ESRS E3-2)

Please refer to Section 3.2.2.3.4 Targets related to water and marine

resources, and Section 3.2.2.3.2 Policies related to water and marine

resources for more information.

URW’s actions to globally reduce its water consumption within its

assets are presented below. Within the framework of URW water policy

described above, those actions are decided and planned by each asset

of the Better Places scope, depending on the local context and technical

limits, and followed within the environmental action plan of each asset.

Associated budgets for implementation are each year arbitrated in the

business plan of the asset.

Within the URW portfolio, the following measures have already been

implemented in 2024 or are part of the environmental action plan of the

asset to limit water consumption and will be implemented before 2030.

Specifically for assets located in water-stressed areas, the water reuse

measures listed below are considered a priority and all of those assets

have the objective to implement at least 1 measure.

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Water conservation measures

• Water-efficient fixtures: Use of low-flow taps toilets and urinals to

reduce water usage (also part of the green lease to lower the water

consumption of the private areas);

• Smart water metering: Implementation of smart meters to monitor

water usage in real-time and detect leaks early. URW already

monitors and has meters for each water sources of the asset and

aims at adding granularity in the metering both spatially and by type

of usage;

• Regular maintenance: Conduct regular inspections and maintenance

of plumbing systems to prevent leaks and inefficiencies; and

• Employee training: Trainings of URW technical managers on water

conservation practices have been done to encourage them to report

leaks or water wastage. URW has a water referent community to

share best practices on a regular basis.

Water reuse measures

• Rainwater harvesting: Collection and storage of rainwater for non-

potable uses such as irrigation and toilet flushing;

• Greywater systems: Reuse of water from sinks and showers for

landscape irrigation and toilet flushing;

• Water recycling systems: Implementation of systems to treat and

recycle wastewater for reuse within the building. This is notably the

case with cleaning machines which can now incorporate water

recycling; and

• Efficient irrigation: Use of drip irrigation and drought-resistant plants

to minimise water use in landscaping.

Additional sustainable practices

• Green infrastructure (in relation with URW’s renaturation target):

Incorporation of green roofs and permeable pavements to reduce

runoff and improve water absorption. Design landscapes with native

and drought-tolerant plants that require less water; and

• Public awareness campaigns: Engage shoppers with information on

water conservation efforts and encourage their participation.

Implementation of water fountains to refill bottles is one example of

what is done in the Group's centres.

These actions are part of the study each asset from the Better Places

scope will perform to limit their water consumption. Specifically for

assets located in water-stressed areas, action plans are closely

monitored and benefit from a specific follow-up by the Group's

corporate technical teams. Each asset is asked to build its water action

plan. Details on the implementation and follow-up of the action plans

related to water are presented below:

• Specific resources/documents to help local teams find the right

actions/levers are provided by the Group sustainability team or the

technical teams. Specific groups of employees are also created to

help cascade the information to the asset teams and also to share

return of experience and good practices (communities of “referents”);

• Daily, asset technical managers ensure the environmental

performance and monitoring of operations and implement the roll-

out of the asset environmental action plans. Additional external

technical reviews commissioned by technical teams may also be

conducted at asset level when a specific expertise is required;

• Budgets are associated to the proposed actions and then included in

the asset business plan (reviewed annually by the regional

management team). The follow-up of the implementations of the

actions is done directly in the global environmental action plan;

• Performance is measured and assessed on a yearly basis by each

asset team (using Group reporting tools and specific energy

dashboards) and asset teams have access all year round to a live

dashboard with their performance; and

• At different levels (asset, country, region and Group), the Group

conducts internal environmental performance reviews. These

reviews are conducted at least on an annual basis by the teams in

charge of environmental topics within the Group. Achievements

against targets are reviewed on these occasions. A corrective action

plan is implemented in case of deviation.

The actions and resources in relation to the material impact related to water are presented below are listed in the table below:

Policy and material

IROs addressed Key actions Scope Time horizon Year of completion Description Progress Resources allocated Financial resources

Water efficiency

policy

Material IRO

addressed:

• E3-I-1

See above for

a list of

actions

Assets located in

water-stressed

areas

Note: Actions are

also

implemented for

the rest of URW

assets

2015 –

2030

2030 Assets located

in water-

stressed areas

must implement

water reuse

solutions and

limit their water

consumption

• The Group has

updated all its

environmental

action plans in

2024 to reflect

its ambition in

terms of water

management

• Live dashboards

available within

the company to

track progress

anytime

• Corporate

Sustainability

and technical

teams to

produce

guidance and

track

performance

• Local country

and asset

teams for

implementation

Water efficiency

measures are

included in the

maintenance

CAPEX of URW

assets (average

of €90 Mn per

year for EU

assets)

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3.2.2.3.4 Targets related to water and marine

resources (ESRS E3-3)

Since 2023, the Group has committed to the following targets on water:

• 100% of retail (Shopping Centres) assets in water-stressed areas

with water reuse solutions by 2025, and 100% of URW’s portfolio by

2030; and

• Reduce water consumption by -20% in intensity per footfall by 2030

from a 2019 baseline (related to the Better Places scope).

These targets are voluntary and related to both the material impact of

URW on water - which is the limitation of water consumption in areas at

water risk, and non-material impact regarding the water consumption

of assets not located in areas at water risk. The targets apply to all URW

locations and are related to URW’s own operations (upstream not

included). The targets are not related to water quality or responsible

management of marine resources which are not considered as material

for URW. Those targets have been defined with external experts on the

topic of water to set right level of ambition. External stakeholders

involved in setting these objective are real estate players (specifically to

set a similar level of ambition). Additionally, ongoing work related to the

Science Based targets for Nature ("SBTn") will help in the future years

to better complement those targets with additional ones aligned with

science expectations and local state of nature.

Water reuse solutions in the context of URW’s targets set out above, can

be (but are not limited to) the reuse of rainwater and the reuse of grey

water.

CSRD SCOPE

As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an

understanding of the differences between the different reporting perimeters.

2024

Retail

% of retail assets in water-stressed area with water reuse solutions 42.9%

% of retail assets with water reuse solutions 15.5%

BETTER PLACES SCOPE

As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an

understanding of the differences between the different reporting perimeters.

2024

Retail

% of retail assets in water-stressed area with water reuse solutions 36.4%

% of retail assets with water reuse solutions 19.4%

Water consumption improvement in intensity per footfall compared to 2019 -15.0%

For assets located in these areas, the reuse of water is a priority to limit

the consumption of municipal water and this is the reason of the first

water-stressed area target is associated with a short timeframe.

The second target has the same objective but with a different timeframe

for URW’s assets not located in water-stressed areas. The Group

prioritises the use of non-drinkable or reused water over drinkable

water wherever possible. URW assets collect rainwater and

groundwater or greywater on site, which can be used for cleaning and

for watering green spaces. Projects are also planned in the

environmental actions plans of some of the Group’s assets to increase

water reuse, using underground water for cooling towers or extending

roof rainwater harvesting systems for landscape areas with additional

water tanks.

The third Group target aims at reducing the overall water consumption

in URW’s shopping centres. As water consumption is highly related to

sanitary use, water consumption at the Group’s assets is mostly driven

by their number of visitors. Details about actions implemented to reduce

the water consumption are given in Section 3.2.2.4.5 Actions and

resources related to biodiversity and ecosystems. Specifically, special

efforts are made to install water-efficient equipment, optimise

operating practices and ensure that leaks are detected and repaired

rapidly.

The Group also started rolling out water connected submeters with a

better level of granularity in order to better monitor water consumption

and detect leaks in a more efficient way. Assets also continued to install

hourly controlled valves which turn off water supply in some areas

outside of the opening hours to reduce leak risks. Additionally, aerators

and other low-flow water features are implemented in assets in

accordance with BREEAM requirements.

At existing assets, the Group relies on a close cooperation with tenants

to reduce water consumption. Green leases (see sub-section “Focus on

green leases” in Section 3.2.2.2.5 Policies related to climate change

mitigation and adaptation) and tenants’ discussions on site are used to

help raise awareness among tenants about water use and to get them

on board with water management.

In order to prevent environmental pollution, run-off water collected

from car parks is treated before being disposed of through municipal

wastewater networks.

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3.2.2.3.5 Water consumption (ESRS E3-4)

The water consumption figures presented in the table below are sourced from direct metre measurements (for surface water, ground water,

rainwater and grey water) or from invoices (for municipal water). For some assets in the CSRD scope, consumption data are estimated through ratios

(details available in Section 3.4 Appendices). Water consumption data are reported periodically (monthly and/or annually) by each asset’s technical

team in the Group reporting tool and then analysed in the Group's water dashboards to efficiently pilot the water performance of the Group.

Information about water basin’s water quality are not yet retrieved but the Group is currently working on it through the SBTn work being done in 2024

and 2025.

Water consumption (m

) broken down by source (%)

Water purchased from the district network (municipal water) and water withdrawals from other sources for use in common and private areas of

standing assets.

CSRD SCOPE

As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an

understanding of the differences between the different reporting perimeters.

Retail Office

Convention &

Exhibition

2024 total water consumption (m

) 3,847,527 108,133 196,670

of which municipal water (%) 98.1% 98.3% 100%

of which rainwater (%) 0.3% 0% 0%

of which groundwater (%) 0.8% 0% 0%

of which surface water (%) 0.6% 0% 0%

of which wastewater from another organisation (grey water) (%) 0.3% 1.7% 0%

Water consumption for assets located in water-stressed areas (m

)

CSRD SCOPE

As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an

understanding of the differences between the different reporting perimeters.

Quantity of water

2024 total water consumption for assets located in water-stressed areas (m

) 983,326

of which municipal water (%) 97.9%

of which rainwater (%) 0%

of which groundwater (%) 2.1%

of which surface water (%) 0%

of which wastewater from another organisation (grey water) (%) 0%

Water intensity of standing assets per usage

CSRD SCOPE

As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an

understanding of the differences between the different reporting perimeters.

Retail (Litre/visit)

Offices (Litre/

occupant)

Exhibition (Litre/

sqm DOCC))

2024 total 5.1 7.3 1.9

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BETTER PLACES SCOPE

As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an

understanding of the differences between the different reporting perimeters.

Retail (Litre/visit)

Offices (Litre/

occupant)

2024 total 6.1 4.1

2023 like-for-like 6.1 3.1

2024 like-for-like 6.1 4.1

2024/2023 change (%) 0.0% 29.7%

Water reuse in URW portfolio with details for assets located in areas at water risk

CSRD SCOPE

As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an

understanding of the differences between the different reporting perimeters.

Quantity of water

)

2024 total water recycled and reused (grey water) for URW portfolio 11,869

2024 total water stored and used (rain water) for URW portfolio 9,635

2024 total water recycled and reused (grey water) for assets located in water-stressed areas 331

2024 total water stored and used (rain water) for assets located in water-stressed areas 364

Note: Changes in storage for the total water stored are not known as it is not counted. Rainwater is usually collected in confined tanks so there is no or

minimal impact of evaporation (or runoff).

Water intensity of standing assets per gross revenue

(1)

CSRD SCOPE

As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an

understanding of the differences between the different reporting perimeters.

Group

Water intensity of standing assets (m

/€ Mn net revenue) 1,711

Water consumption of standing assets in (m

) 4,152,330

Gross revenue (equivalent to the Gross Rental Income. See Section 5.1 Consolidated financial statements) (€ Mn) 2,427

(1) Gross revenue represents “Gross Rental Income”. See Section 5.1 Consolidated financial statements.

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3.2.2.4 Biodiversity and ecosystems

(ESRS E4)

3.2.2.4.1 Transition plan and consideration of

biodiversity and ecosystems in strategy

and business model (ESRS E4-1)

Biodiversity and ecosystem impact,

dependencies, risks and opportunities and

relation with strategy and business model

This section outlines URW’s comprehensive approach to addressing

biodiversity impacts, dependencies, risks, and opportunities. Only the

biodiversity and ecosystem topics related to the development activity

(construction of buildings) were identified as material in the context of

the CSRD. The process of identifying the impacts, dependencies, risks,

and opportunities is described in Section 3.2.2.4.3 Description of

processes to identify and assess material biodiversity and ecosystem-

related impacts, risks, dependencies and opportunities. The result of

the analysis is summarised below:

Impacts:

• Biodiversity net gain (positive impact): URW aims to achieve a

biodiversity net gain for all development projects. This means that

the biodiversity value of the development site post-construction is

greater than it was pre-construction;

• Resource use: The use of natural resources in construction can

contribute to habitat loss and biodiversity decline; and

• Habitat disruption: Construction and development activities can

disrupt local habitats, potentially harming local flora and fauna.

Dependencies:

• Attractivity for the visitors (biophilia);

• Resources supply (construction materials);

• Risk mitigations (limitation of the risk of flooding); and

• Climate regulation (reduction of the heat island effect).

Risks:

• Development restrictions related to biodiversity preservation: These

may limit opportunities to develop project in certain areas. It could

have a CAPEX impact in the case where these restrictions apply to a

development project before permit obtention;

• Emerging standards and consumer expectations: As standards for

biodiversity protection emerge and consumers expect a certain level

of biophilia, there could be additional costs to meet these

expectations. This could include costs for incorporating green

spaces, using sustainable materials, or implementing other

biodiversity-friendly practices; and

• Costs of integrating biodiversity into development projects:

Integrating biodiversity into development projects, or reducing

developable space to preserve natural habitats, could increase

project costs.

Opportunities:

• Asset value appreciation: By integrating biodiversity considerations

into development projects, URW can enhance the total asset value in

a context of demand for such buildings by building users and

investors; and

• Unlocking new development opportunities: Biodiversity-friendly

developments can unlock new opportunities in URW’s portfolio. For

instance, developments that incorporate green spaces or wildlife

habitats can attract a wider range of tenants and customers. This

could also strengthen its brand and attract more customers, thereby

reinforcing its reputation as a responsible and sustainable developer.

Those dependencies and IROs have already influenced URW’s strategy,

as the following examples demonstrate:

• Site selection: Prioritisation of sites with lower biodiversity sensitivity

and avoidance of areas with high conservation value (topic

demonstrated with the ongoing pipeline of development projects

which is in urban already artificialised areas or located in urban

polluted land);

• Design and construction: Minimum environmental performance

required for the Group's development projects such as environmental

certifications (e.g., LEED, BREEAM), and biodiversity net gain

requirement for the Group’s development projects. The

environmental performance is also verified at early stages of the

design to avoid extra development costs for late incorporation; and

• Operational practices: Objective to implement renaturation projects

within the Group's standing portfolio. Sustainable construction

practices are adopted to minimise waste, use eco-friendly materials,

and reduce water and energy consumption. These practices help

mitigate negative impacts on ecosystems.

They also have influenced the Group's business model:

• Partnerships: URW has developed collaborations with environmental

organisations such as WWF France, research institutions such as the

SBTn, and local communities to enhance biodiversity outcomes.

These partnerships provide valuable expertise and support for the

Group's biodiversity initiatives; and

• Investments The Group invests in nature restoration and

conservation projects to contribute to global biodiversity goals.

This shows how biodiversity influences URW's strategy and business

model as it impacts both development projects and the operations of

the existing assets. The ongoing work on SBTn is also expected to

influence URW’s strategy and business model once completed as it is

likely to influence the internal policies related to raw material choices,

for its development projects for instance. URW will update its transition

plan each year in the Sustainability Statement to reflect the latest

updates. As it is for other topics, the biodiversity transition plan is

approved by the MB.

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Resilience of the strategy and business model in relation to biodiversity and ecosystems

URW has started to work on the resilience analysis from the external work performed for the IROs and dependencies analysis. The first results are

described below, for each risk identified from the double materiality analysis. Nature-related physical risks and systemic risks have not been

identified as producing material impacts for URW (climate-change systemic impacts are covered by the ESRS E1 topics related to climate change).

The current SBTn work should complete this analysis in the future years.

Risk identified URW’s answer to mitigate the risks – general URW’s answer to mitigate the risks – specific Impact evaluation

Transition risk

Development restrictions related to biodiversity

preservation: See description of the risk above.

As a standard approach within URW

operations, URW performs biodiversity

audits performed by qualified ecologists to

assess the local ecosystem and suggest

nature-based solutions for their

improvements.

This practice is led for both development

project and standing assets.

URW already carries out surveys and

performs Environmental Impact

Assessment if necessary to anticipate any

restrictions for nature-related topics.

Discussions with local communities and

associations to better understand local

needs and expectations are also performed

during the design of the project and the

project can be adapted to reflect those

discussions.

Limited

Transition risk

Emerging standards and consumer expectations:

See description of the risk above.

In 2023, URW committed to implement

renaturation projects in its standing

portfolio.

For the development projects, URW

committed to reach biodiversity net gain to

improve the level of biodiversity through its

project.

Limited

Transition risk

Costs of integrating biodiversity into development

projects: See description of the risk above.

By integrating biodiversity-related topics at

the very beginning of the programme

(through its Sustainability Brief), URW will

limit project cost increases.

Limited

The resilience analysis covers URW’s own operations (related to the development of projects including site selection, design, and construction

practices) as well as its upstream (related to construction materials) and downstream value chain (considering the long-term ecological impacts of

the Group’s developments, including maintenance and operational practices that support biodiversity). This comprehensive approach ensures that

we consider the entire life-cycle of the Group's construction projects and their impacts on biodiversity and ecosystems.

The resilience analysis is based on several key assumptions:

• Increasing regulatory pressure to adopt sustainable practices and reduce biodiversity impacts;

• Growing market preference for eco-friendly and biodiversity-conscious developments; and

• The need for long-term ecological resilience to ensure the sustainability of the Group’s business operations.

These assumptions are supported by trends in environmental policy and market behaviour, as well as scientific research on the importance of

biodiversity for ecosystem stability. The time horizons used for this analysis are from 2024 to 2030. Longer time horizons may be used in future

updates of the analysis. The stakeholders involved in this study are indirectly the ones from the identifications of the IROs and dependencies.

The global formalisation of the nature transition plan of URW, aligned with the Kunming-Montreal Global Biodiversity Framework will be finalised in

2025, including the content of the current SBTn work.

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3.2.2.4.2 Material impacts, risks and opportunities and their interaction with strategy and business

model (ESRS 2 SBM-3)

Please see Section 3.2.2.4.3 Description of processes to identify and assess material biodiversity and ecosystem-related impacts, risks,

dependencies and opportunities, for more detailed information on the identification process.

Based on the WWF Biodiversity Risk Filter ("BRF") tool

(1)

, the table below list the materiallocations and sites within URW'q own operations: For URW

these are development projects only.

Extract of the WWF BRF tool for URW’s analysis of impact and dependencies at construction site level:

Dependencies Impacts

Location of the

construction site

Scape

Physical

Risk

Provisioning

Services

Regulating

Supporting

Services –

Enabling

Regulating

Services –

Mitigating

Cultural

Services

Additional

Reputational

Factors

Pressures

Biodiversity

Scape

Reputational

Risk

Environmental

Factors

Socio-

economic

Factors

United Kingdom

(2 construction sites)

High High Medium Low Low High High High Medium

Medium

France

(2 construction sites)

High High Medium Medium Very Low High High High Medium

Germany

(1 construction site)

Medium Medium Medium Low Very Low High Very high High High

More details on the definition of each rating and of each of the impacts

and dependencies in the table above can be found in the “WWF

Biodiversity Risk Filter v2.0 – Indicator Documentation, October 2024”

published by the WWF.

For the construction sites located in those countries, they are all located

in urban-centric areas, and it is considered that the only impact they

could have on biodiversity-sensitive areas would be related to pollution

and/or contamination on the environment. Nevertheless, those impacts

are always minimised through the implementation of mitigation

measures (covered by URW’s Considerate Construction Charter) and

should not negatively affect biodiversity-sensitive areas.

In the context of the Group’s development activities, URW has not

identified any desertification or soil sealing (soil is either already

artificialised or polluted in most of the surfaces where the projects are

located). And as a result, there is no identified soil degradation. To

URW’s knowledge to date, the development activities of the Group do

not affectthreatened species.

3.2.2.4.3 Description of processes to identify and assess material biodiversity and ecosystem-related

impacts, risks, dependencies and opportunities (ESRS 2 IRO-1)

The processes led by URW to identify and assess the material

biodiversity and ecosystem-related impacts, risks, dependencies and

opportunities are described below, as a combination of 3 distinct

analysis:

• The evaluation of the Group’s impact and dependencies (performed

as a first step of URW’s biodiversity strategy and already published in

2020;

• The Group’s evaluation of IROs in the context of the CSRD; and

• The ongoing work led in 2024 with WWF France and external

consultants on setting new SBTn for the Group (not finalised in 2024).

The Group led an analysis to identify and evaluate its impacts and

dependencies on biodiversity and ecosystems in 2020 in collaboration

with external experts and ecologists, in order to focus the Group

strategy on appropriate actions. As part of this process, 21 key internal

stakeholders from different departments of the Group were individually

interviewed to collect information on biodiversity and their expectations

for the new Group strategy. The results of this study identified the

following impacts and dependencies:

(1) Accessed in June 2024 on the WWF website

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IMPACTS

on the 5 main drivers for biodiversity loss

(1)

DEPENDENCES

to ecosystem services

Change in land use

Land artificialisation, degradation and fragmentation

Degradation of habitats from material production

Attractivity

• Biophilia

Direct exploitation

Water consumption

Wood and other bio-based material consumption

Climate regulation

• Trees cool down the space around them

• Vegetal areas reduce “urban heat islands”

• At global scale, this also mitigates extreme weather events (droughts,

hurricanes, heavy rains, etc.)

Climate change

All GHG emissions

Risk mitigations

• Non-artificialised spaces absorb rainwater, limiting the risk of flooding

Pollution

Plant protection (phytosanitary) products

Light pollution

Single-use plastics used by tenants and visitors

Resources supply

• Materials for construction

• Resources for tenants (raw material and food)

Invasive alien species

Vegetation choice and maintenance

(1) According to the 2019 IPBES report.

Importance of the impacts:

Very high High Medium high Medium low Low

In relation to the evaluation of the impact and dependencies related to

biodiversity above, the following methodology has been followed:

• Dependencies identification:

- Estimation of the dependence of URW’s activities to ecosystem

services;

- Systematic questioning on the ecosystem services listed by the

IPBES in 2019; and

- Importance of the dependence assessed based on sector

knowledge, sector data from ENCORE and adjusted after the

interviews.

• Impacts identification:

- Estimation of URW’s activities (construction of development

projects and operations of standing assets) potential impacts on

biodiversity;

- Systematic questioning on the impact on each of the 5 main drivers

for biodiversity loss mentioned by the IPBES in 2019;

- Listing of all the potential impacts the Group can have and

identification of importance through sector knowledge, sector data

from ENCORE, understanding of the activities through internal

documentation and adjusted after the internal interviews; and

- Adjustment of the importance of the impact according to risks and

opportunities identified.

Those evaluations have been performed on URW's direct operations and

upstream value chain, through the following steps:

- Pre-analysis of biodiversity issues by the external consultant

- Internal analysis (documents and employees’ interviews)

- External analysis (benchmark, external documents analysis and

interview with external stakeholders)

- Summary of the diagnosis (identification of risks and opportunities

from internal and external analysis)

Additionally, the material IROs related to biodiversity and ecosystem

were identified in 2023 and updated in 2024 within the double

materiality study led in the context of the CSRD. As a result of this study,

only the biodiversity topics related to the development activities of the

Group were considered as material. Those IROs are described in Section

3.2.1.4.2 Disclosure requirements in ESRS covered by the undertaking’s

Sustainability Statement.

And finally, URW started to work with WWF France and external

biodiversity experts in 2024 in establishing SBTn for the Group, the

best-in-class methodology in terms of biodiversity impact

management. In this context, URW has already finished the first 2 steps

of the SBTn process about the materiality screening (determine the

material pressures most likely to require target-setting), the high-

impact commodities assessment and the value chain assessment. The

scope of the biodiversity materiality URW performed in the context of

the SBTn, chosen jointly with external experts, covers both the

upstream of the value chain (supply of construction materials) and

direct operations (real estate development as a material topic for the

CSRD). The downstream value chain has not been integrated in the

study as it is for now out of the scope of the SBTn methodology.

Selected URW activities have been screened against the categories of

SBTn biodiversity pressures (refined from IPBES pressure category

(2019)) and an analysis using the biodiversity risk filter (BRF tool

published by the WWF) has been performed to identify and assess the

potential impacts on biodiversity and ecosystems for the development

projects within URW’s pipeline.

(1) According to the 2019 IPBES report

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The WWF BRF study covered:

• Sector-level ratings of impacts on biodiversity and ecosystems;

• Location-specific risks related to impacts on biodiversity and

ecosystems; ans

• Impacts and dependencies on biodiversity and ecosystems with

specific indicators within the tool.

In addition, the tool has provided URW with:

• A ranking of acute and chronic physical risks and transition risks

related to biodiversity and ecosystems; and

• A limited assessment of systemic risk, in relation to aggregated risk

linked to fundamental impacts of biodiversity loss to levels of

transition and physical risk across 1 or more sectors in the portfolio.

In conclusion, URW:

• Has identified and assessed actual and potential impacts and

dependencies on biodiversity and ecosystems at own site locations

and in the upstream value chain using the WWF BRF tool. URW has

not assessed the potential impacts of its downstream value chain;

• Has included in the assessment the ecosystem services that are

disrupted or likely to be as it is part of the BRF tool evaluation;

• Has identified and assessed transition and physical risks and

opportunities related to biodiversity and ecosystems within the

double materiality analysis while considering systemic risks; ans

• Has not conducted specific consultations with affected communities

on sustainability assessments of shared biological resources and

ecosystems for now but plans to do so in future years.

URW has sites located in or near biodiversity-sensitive area according to

the WWF BRF tool. Nevertheless, the activities led by URW should not

negatively affect biodiversity-sensitive areas (as explained in Section

3.2.2.4.3 Description of processes to identify and assess material

biodiversity and ecosystem-related impacts, risks, dependencies and

opportunities).

In some cases, it is necessary for URW to implement biodiversity

mitigation measures, such as those identified in an Environmental

Impact Assessment ("EIA") as defined in Article 1(2), point (g), of

Directive 2011/92/EU of the European Parliament and of the Council on

the assessment of the effects of certain public and private projects on

the environment, as it is a prerequisite for obtaining a building permit

and commercial planning permission in some countries like France. A

public consultation may also be carried out as part of this process.

It is not necessary for URW to implement biodiversity mitigation

measures such as those identified in:

• Directive 2009/147/EC of the European Parliament and of the Council

on the conservation of wild birds;

• Council Directive 92/43/EEC on the conservation of natural habitats

and of wild fauna and flora; and

• For activities located in third countries, in accordance with equivalent

national provisions or international standards, such as the

International Finance Corporation Performance Standard 6:

Biodiversity Conservation and Sustainable Management of Living

Natural Resources.

3.2.2.4.4 Policies related to biodiversity and ecosystems (ESRS E4-2)

The policy in place manage URW’s material impacts on biodiversity (related to the development projects) for URW is described in the table below.

Policy and material

Impacts addressed

Description of key

contents of policy

Description of scope of

policy or of its exclusions

Description of most

senior level in

organisation that is

accountable for

implementation of policy

Disclosure of third-party

standards or initiatives

that are respected

through implementation

of policy

Description of

consideration given to

interests of key

stakeholders in setting

policy

Explanation of how policy

is made available to

potentially affected

stakeholders and

stakeholders who need to

help implement it

Sustainability

development

guidelines for

development

projects

Material IROs

addressed:

• E4-I-1

• E4-I-2

• E4-I-3

Containing all the

requirements linked

to the minimum

sustainability

performance of

URW’s development

projects including the

necessity for projects

to reach biodiversity

net gain, to limit their

resource-use to

improve the carbon

performance of the

project and to perform

an ecological study

Development projects

across the Group

The MB and the EC

are overseeing

sustainability-related

topics, and

specifically the CRSO

is accountable for the

implementation

BREEAM

environmental

certification for

development projects

Local regulation such

as RE2020 in France

Stakeholders

involved: Group

Sustainability team,

the corporate

development and

construction teams,

development and

construction local

teams in all Group

countries

The policy is primarily

designed for internal

teams and shared with

contractors involved

in its implementation

in development

projects

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The sustainability development guidelines for development projects

policy also addresses the material risks and opportunities identified

such as integrating biodiversity in the environmental strategy of the

project to meet public and local stakeholders expectations while

limiting its cost by doing it at early stage. The policy currently support

traceability of timber used in development projects (and is limiting to it)

and does not address social consequences of biodiversity and

ecosystems-related impacts.

Further details related to the biodiversity topics within the

Sustainability development guidelines for development projects are

presented below.

New development projects to achieve a

biodiversity net gain

The preliminary studies of the Group biodiversity strategy showed that

one of the main drivers of biodiversity loss, according to the 2019 IPBES

report, is the change in land use. It also showed that real estate

companies play a role in this driver due to the artificialisation,

degradation and fragmentation of land operated in greenfield projects.

In the context of its biodiversity strategy, URW decided to commit to

limiting these impacts by aiming to achieve a biodiversity net gain

between the state of the site before and after the construction in all

large projects.

(1)

In order to reach this target, all concerned projects started from 2022

onwards will use the “Biodiversity Metric” methodology, created by the

DEFRA. This methodology was created to “calculate a biodiversity

baseline and to forecast biodiversity losses and gains (on site or off site)

resulting from development or land management changes”, according

to DEFRA. The Group will also make its best efforts to apply this target

for its ongoing projects where it is possible.

The Biodiversity Metric tool provides an amount of “Biodiversity Units”

present on-site before and after modification. This methodology has

been used by several real estate companies in the past, it is recognised

as reliable and was chosen by the Group for its scientific relevance and

its scalability to all the countries in which the Group operates.

With its biodiversity net gain target, URW commits to reach more

Biodiversity Units at project delivery than there were before the

transformation of the site. In case of loss of Biodiversity Units, the Group

will have the possibility to finance compensation projects creating

enough Biodiversity Units off-site to raise the project’s balance to a

biodiversity net gain. This situation has not materialised since URW set

its targets.

Since 2022, all new development projects starting their design include

biodiversity net gain as part of their objectives. The requirement has

been added in the 2024 update of the sustainability guidelines for

development projects.

Development projects to implement a biodiversity

action plan

In addition to the biodiversity net gain target, all large development

projects need to implement a biodiversity action plan. This action plan

should be made by a qualified ecologist, after the assessment of the

characteristics of the local biodiversity. The purpose of this document is

to first avoid and reduce all impacts of the project on the local nature,

and second to implement on each project a list of Group

recommendations like the use of environmentally-certified aggregates

for the concrete or bird-friendly designs for the façades.

The new commitments and recommendations for the integration of

biodiversity in development projects were integrated in the Group’s

design process through the sustainability guidelines.

Some projects also undertake an EIA, which includes an environmental/

biodiversity component, as it is a prerequisite for obtaining a building

permit and commercial planning permission in some countries like

France. A public consultation may also be carried out as part of this

process.

Biodiversity is also addressed by the development projects through the

“Land Use and Ecology” section in the BREEAM (new development)

certification.

Within the sustainability guidelines, the Group also commits in using

only certified timber (FSC, PEFC or equivalent) within its development

projects.

Biodiversity action plans at asset level

Even though the material impacts, risks, dependencies and

opportunities are related to the development activities of URW (and not

the operations of the standing portfolio), to give a complete picture of

URW’s biodiversity strategy, details about URW’s commitments and

internal policies related to the operations can be found below, as part of

the full transition plan and consideration of biodiversity and ecosystems

in URW strategy.

The Group applies a pragmatic approach on biodiversity to its standing

assets. Even though most assets are located in dense urban locations,

the Group’s sites are committed to retaining and improving local

biodiversity. This translates in the implementation in 2022 of

biodiversity action plans in all high biodiversity stakes (“HBS”) assets in

Europe. Assets are considered HBS if located within 1.5 km from a

protected area in Europe. These areas are composed of all the for

development projects (management categories I to VI) and Bird Life

International (Key Biodiversity Areas) protection areas. These standing

assets must appoint a qualified ecologist to assess the on-site

biodiversity and propose an adapted action plan to preserve and

improve the state of local nature. In the US, biodiversity audits will

progressively be deployed in the context of the BREEAM In-Use

certification of the US assets.

(1) Europe retail: TIC > €50 Mn or GLA > 10,000 sqm; US retail: TIC > $100 Mn or GLA > 20,000 sqm; Others: TIC > $/€40 Mn.

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A list of internal recommendations has also been designed by the Group

as part of the biodiversity strategy and suggests actions like turning off

building enhancement lights outside opening hours or creating urban

meadows in the assets’ green spaces.

In respect to this objective, in 2022, 16 biodiversity audits were

organised for the European HBS assets. From 2023 onwards, the

actions identified within those action plans are followed in the

environmental action plan of the concerned assets.

In addition to the biodiversity action plan, all HBS assets are encouraged

to raise tenants’ and visitors’ awareness towards biodiversity.

When possible, URW also works on creating “green” spaces, such as

green roofs, green walls and green parking lots (greening of part of the

parking lots, in particular to limit the waterproofing of these surfaces).

The Group also works across its shopping centres to raise awareness

among its stakeholders about the importance of biodiversity.

The Group’s BREEAM In-Use certification policy (see Section 3.2.2.1

Environmental details on building environmental certifications) ensures

that biodiversity issues are well addressed and promoted to achieve

high standards. Once a development project has been built and

delivered, the Group’s operating management team, particularly the on-

site teams that manage each asset, are responsible for maintaining and

monitoring biodiversity. The S'sustainability team monitors the

application of the Group’s biodiversity policy and provides operating

teams with the necessary support.

100% of standing assets to implement

renaturation projects by 2030

This 2023 commitment has been taken to meet the expectations of both

public authorities and visitors to increase the amount of green spaces in

dense urban areas. URW targets to increase the level of biodiversity in

all of its shopping centres through renaturation projects. Renaturation

projects are defined as any project related to the improvement of

biodiversity and biophilia in and outside the shopping centres.

To assess the improvement following the implementation of a

renaturation project, URW has been working in 2024 with the WWF

France and external consultants to support the operational teams in the

implementation of the renaturation projects. A guidebook has been

produced and a new biodiversity metric has been developed to

determine the positive impacts of the renaturation projects on

biodiversity and nature and be able to quantitatively demonstrate the

impacts and benefits of the projects.

The primary objectives of this guidebook are to:

• Educate: Provide detailed information on the principles and benefits

of renaturation projects, tailored to the unique environment of URW

assets;

• Guide: Offer step-by-step instructions on how to plan and implement

renaturation projects;

• Optimise: Help identify opportunities to improve environmental

sustainability and community engagement through biodiversity/

renaturation; and

• Evaluate: Enable to assess the performance of implemented

renaturation projects, and ensure they meet both environmental KPIs

and business objectives using a new biodiversity metric tool.

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3.2.2.4.5 Actions and resources related to biodiversity and ecosystems (ESRS E4-3)

The key actions and resources in relation to biodiversity and ecosystems material impacts are listed in the table below:

Policy and material

Impacts addressed Key actions Scope

Time

horizon

Year of

completion Description Progress Resources allocated

Financial

resources

Sustainability

development

guidelines for

development

projects

Material IROs

addressed:

• E4-I-1

• E4-I-2

• E4-I-3

• Reach

biodversity net

gain

• Limitation of use

of natural

resources in

construction

• Undertake an

ecological study

for all

development

project to limit

the impact of the

project over

local habitats,

fauna and flora

Development

projects

2015 –

2030

2030 All

development

projects must

include the

requirements

of the

guidelines in

their design to

secure their

environmental

performance

including ones

related to

biodiversity.

Specific

reviews are

performed

during the key

milestones of

the design of

the

development

project to verify

the alignment

of the project

with the

guidelines

• 2024 update of the

sustainability

guidelines to reflect

new expectations

from EU taxonomy

(including on

biodiversity-related

topics)

• Update of the

biodiversity metric

tool by DEFRA used

by the Group

• Several calculations

of the biodiversity

net gain for

development

projects performed

(and they all show a

net gain in

biodiversity – further

details given in the

Group’s

Sustainability

Scorecard). So far,

no compensation

measures had to be

taken

• Corporate

Sustainability

team to produce

guidance and

track

performance of

the

development

projects

• Local country

development

and

construction

teams to

perform the

site-level

studies and

implement

recommendatio

ns of the

ecologist

As stated in the

Group climate

mitigation plan

(details in

section

3.2.2.2.2)

The biodiversity-related actions contained within the sustainability

development guidelines for development projects are deemed to

reduce the impacts of the Group on biodiversity and each action should

not induce any adverse impacts on other sustainability related topics.

As the actions are related to development projects, they are intended to

be applied to each development project.

In regard to the actions URW implements in its development projects to

mitigate the impacts on biodiversity, URW is following the mitigation

hierarchy by trying to first avoid the impacts and then minimise the ones

which cannot be avoided. In the context of the Group objective related to

biodiversity net gain, URW may have to implement compensation or

offsets. As of today, URW has not use biodiversity offsets in its action

plans as there is no artificialisation caused by its development activities.

As part of the Group biodiversity strategy, plants and trees incorporated

in the development projects need to be chosen among the local species.

Protection and restoration of ecosystems outside

URW’s value chain

In the context of URW's net zero targets and biodiversity strategy, the

Group has invested in 2 initiatives (see Section 3.2.2.2.10 GHG removals

and GHG mitigation projects financed through carbon credits) to protect

and restore biodiversity at scale:

• The Climate Fund for Nature (Mirova); and

• The Nature Impact Fund (WWF France).

While the WWF France Nature Impact Fund is dedicated to the

restoration of French forests, the Climate Fund for Nature managed by

Mirova finances nature-based projects around the world. Nature-based

carbon removal projects financed through this fund help to improve

biodiversity in several ways. By restoring degraded habitats and

increasing the area and connectivity of natural landscapes, the projects

can enhance the survival and reproduction of native species, as well as

prevent or reduce the invasion of alien species. By improving soil health

and water quality, the projects can support the productivity and

resilience of ecosystems and their inhabitants. By involving local

communities and stakeholders in the design and management of the

projects, the projects can also foster social and cultural values related

to biodiversity conservation and sustainable use.

A small portion of Mirova's nature-based projects is dedicated to the

protection of existing forests, particularly against deforestation.

Further details about those projects are available publicly on the WWF

France and Mirova websites.

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3.2.2.4.6 Targets related to biodiversity and

ecosystems (ESRS E4-4)

The Group’s target related to the material impacts of the Group on

biodiversity and ecosystems is the following, along with an internal

lever also tracked by the Group:

• Target: 100% of new development projects to achieve a biodiversity

net gain;

• Internal lever: 100% of development projects to implement a

biodiversity action plan.

Additionally, the target related to the reduction of GHG emissions for

construction (further details in Section 3.2.2.2.2 Transition plan for

climate change mitigation) answers the material impact of the

limitation of natural resources for the development projects. Details on

the 2024 performance related to those objectives are presented in the

section 3.2.2.4.7.

These Group commitments are closely followed and monitored each

year. For the current objectives, no specific ecological thresholds and/or

allocations of impacts for URW have been applied when setting those.

These targets are aligned with the Kunming-Montreal Global

Biodiversity Framework, and directly relate to the material impacts

identified by URW in the double materiality assessment as they will help

gain biodiversity for URW development projects, reduce the use of

natural resources and prevent loss of biodiversity. These targets are

applicable for all URW’s geographies. URW follows the mitigation

hierarchy and as a last resort can use offsets for its biodiversity net gain

target, although this has not been the case so far. These targets mainly

apply to the following layers of the mitigation hierarchy: avoidance,

minimisation, restoration and rehabilitation.

URW has started the work on SBTn in 2024 and may set new targets

related to biodiversity in this context in the course of 2025.

In addition, the Group includes in its sustainability guidelines for

development projects (for the concerned projects under category 7.1)

the requirements related to the Do No Significant Harm (“DNSH”)

criteria for biodiversity within the EU Taxonomy regulation.

Additionally, and for informational purposes only, the Group also set a

target for its standing portfolio and an internal lever to reach this target:

• Target: 100% of standing assets to implement renaturation projects

by 2030;

• Internal lever: 100% of standing assets with HBS to implement a

biodiversity action plan.

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3.2.2.4.7 Impact metrics related to biodiversity and ecosystems change (ESRS E4-5)

The table below contains the performance of the reporting year against the Group’s objective:

URW targets related to material impacts 2024 performance

Target: 100% of new development projects to achieve a biodiversity net gain 100%

Internal lever: 100% of development projects to implement a biodiversity action plan 100%

URW targets for non-material impacts 2024 performance

Target: 100% of standing assets to implement renaturation projects by 2030

Renaturation guide

defined in 2024

Implementation of

renaturation

projects planned

for 2026

Internal lever: 100% of standing assets with high biodiversity stakes to implement a biodiversity action plan 100%

Following the assessment detailed in Section 3.2.2.4.3 Description of processes to identify and assess material biodiversity and ecosystem-related

impacts, risks, dependencies and opportunities, URW’s construction sites are not negatively affecting biodiversity-sensitive areas. As a result, 4

development projects (representing 2.6 ha of ground surface area) are located within a 15 km buffer around a key biodiversity area and 1 project

(representing 6.4 ha of ground surface area) potentially overlaps with a key biodiversity area (the assessment unit being between 10% and 50%

overlapping a key biodiversity area).

Within the SBTn work, URW studied its contribution to land use change, among other pressures, which comes almost entirely from the raw materials

used in its development projects (the development projects themselves do not convert natural land as there is no artificialisation). A modelling of the

raw material used for the development projects has been done using life-cycle analysis of several development projects to model the total impact per

biodiversity loss driver of the construction materials sourcing for a given year (based on 2023 data). The result of this analysis is presented below.

IMPACT ASSESSMENT FOR UPSTREAM MATERIAL PRODUCTION:

URW will continue its SBTn evaluation in 2025 .

0% 20%10% 30% 50% 70% 90%40% 60% 80% 100%

Concrete

Steel

Gravel

Asphalt

Aluminium

Wood

Glass

Other

Copper

Land occupation

(m²a crop eq)

STEEL WOOD

CONCRETE STEEL

Water consumption

)

CONCRETE STEEL

Climate change

(tCO

ALUMINIUM

STEEL COPPER

Freshwater

eutrophication (kgPeq)

STEEL

Marine eutrophication

(kgNeq)

ALUMINIUM

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3.2.2.5 Resource use and circular economy (ESRS E5)

3.2.2.5.1 Description of the processes to identify

and assess material resource use and

circular economy-related impacts, risks

and opportunities (ESRS 2 IRO-1)

Please see Section 3.2.1.4.1 Description of the process to identify and

assess material impacts, risks and opportunities, and Section 6.1.2

Group Enterprise Risk Management framework, respectively for more

detailed information on the double materiality analysis and the risk

identification process.

The material IROs for resource use and circular economy are related to

the topics of the consumption of raw materials for the development

projects and the waste management of the standing assets and are

detailed in Section 3.2.1.4.2 Disclosure requirements in ESRS covered

by the undertaking’s Sustainability Statement.

3.2.2.5.2 Policies related to resource use and

circular economy (ESRS E5-1)

The policies in place in relation to resource use and circular economy

are listed in the table below. The Circular Economy Framework

specifically addressed both topics transitioning away from use of virgin

resources, including relative increases in use of secondary (recycled)

resources and the sustainable sourcing and use of renewable

resources, both topics in the context of development projects. This is

addressed through guidance to integrate in the design of the projects

the circular economy principles URW has built (further details below).

The sustainability guidelines for development projects then require the

projects to specifically implement circular economy principles

contained within the Circular Economy Framework.

Policy and material IROs

addressed

Description of key contents of

policy (further details given below

the table)

Description of

scope of policy or

of its exclusions

Description of most senior

level in organisation that is

accountable for

implementation of policy

Disclosure of third-

party standards or

initiatives that are

respected through

implementation of

policy

Description of

consideration given to

interests of key

stakeholders in setting

policy

Explanation of how

policy is made available

to potentially affected

stakeholders and

stakeholders who need

to help implement it

Environmental

management

system

Material IROs

addressed:

• E5-I-1

• E5-O-1

• E5-O-2

Include sustainability

requirements in all stages of the

asset life-cycle

Development

projects of the

Group (CSRD

scope)

The MB and the EC are

overseeing

sustainability-related

topics, and specifically

the CRSO is

accountable for the

implementation

Basedon ISO

14001

Group sustainability

team, the corporate

technical team

(PMPS team), the

asset management

teams, the technical

and development

local country teams

and the asset teams

The policy is for

internal purposes only

Sustainability

guidelines for

development

projects

Material IROs

addressed:

• E5-I-1

• E5-I-2

• E5-R-1

• E5-O-1

• E5-O-2

• E5-O-3

• E5-O-4

• E5-O-5

Containing all the requirements

linked to the sustainability

performance of URW’s

development projects

The policy's general purpose is

to establish the minimum

environmental performance for

each development project to

reach the objectives set by the

Group (including the objective

related to embodied carbon

emissions)

Development

projects of the

Group (CSRD

scope)

The MB and the EC are

overseeing

sustainability-related

topics, and specifically

the CRSO is

accountable for the

implementation

BREEAM

environmental

certification for

development

projects

Local regulation

such as RE2020

in France

Stakeholders

involved: Group

Sustainability team,

the corporate

development and

construction teams,

development and

construction local

teams in all Group

countries

The policy is primarily

designed for internal

teams and shared with

contractors involved in

its implementation in

development projects

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Policy and material IROs

addressed

Description of key contents of

policy (further details given below

the table)

Description of

scope of policy or

of its exclusions

Description of most senior

level in organisation that is

accountable for

implementation of policy

Disclosure of third-

party standards or

initiatives that are

respected through

implementation of

policy

Description of

consideration given to

interests of key

stakeholders in setting

policy

Explanation of how

policy is made available

to potentially affected

stakeholders and

stakeholders who need

to help implement it

Circular Economy

Framework (as part

of the sustainability

guidelines

ecosystem)

Material IROs

addressed:

• E5-I-1

• E5-I-2

• E5-I-3

• E5-R-1

• E5-O-1

• E5-O-2

• E5-O-3

• E5-O-5

Include the key concepts of

circular economy for the

development projects, split in 3

themes (circular design,

sustainable sourcing and

resource management)

Development

projects of the

Group (CSRD

scope)

The MB and the EC are

overseeing

sustainability-related

topics, and specifically

the CRSO is

accountable for the

implementation

Cradle to Cradle

Products

Innovation

Institute

Stakeholders

involved: Group

Sustainability team,

the corporate

development teams

and the development

local country teams

The policy is for

internal purposes only

Waste management

Policy

Material IROs

addressed:

• E5-I-4

Include the waste management

framework, best practices and

KPIs related to waste

management in the EU

Shopping centres

European

standing assets

falling within the

Better Places

scope

The MB and the EC are

overseeing

sustainability-related

topics, and specifically

the CRSO is

accountable for the

implementation

None Stakeholders

involved: Group

Sustainability team,

the corporate

technical team

(PMPS team), the

corporate

development teams,

the technical and

development local

country teams and

the asset teams

The policy is for

internal purposes only

As the material topics for the Group are split between the consumption

of raw materials for the development projects and the waste

management for the standing assets, the sections below have been

split accordingly.

3.2.2.5.2.1 Resource use and circular economy for

development projects

Sustainability guidelines for development projects

In 2024, the sustainability guidelines for development projects were

updated in collaboration with the development teams (using their

feedback on the last 4 years using the guidelines). The sustainability

guidelines form a comprehensive policy which integrates several

components:

• The vision (guiding the teams to define the right purpose for their

project);

• The pillars (giving the macro vision of how development managers

should embrace sustainability in their project); and

• The Sustainability Brief: containing all the technical specifications to

integrate in the design of the projects.

The following appendices are also part of the sustainability guidelines:

• The Circular Economy Framework;

• The LCA methodology;

• The assessment tool (to evaluate the compliance of a project with the

technical specifications);

• The Considerate Construction Charter; and

• The EU Taxonomy templates (to ensure compliance with Taxonomy-

related criteria).

The sustainability guidelines apply to new developments and extension

and renovation projects Group-wide. It sets minimum requirements

applicable to major projects

(1)

. Requirements include, among others:

• Zero waste to landfill for future operation;

• 100% of timber with FSC or PEFC certification for both works and the

building itself;

• Divert demolition, strip-out and construction waste from landfill with

at least a 90% waste recovery rate;

(1) Europe retail: TIC > €50 Mn or GLA > 10,000 sqm; US retail: TIC > $100 Mn or GLA > 20,000 sqm; Others: TIC > $/€40 Mn.

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• Minimum environmental certification level (covering the construction

or refurbishment) to obtain BREEAM “Excellent” for projects in

Europe or LEED "Gold" in the US, for the scope of works;

• Undertake a feasibility assessment of bio-sourced materials for

structural elements;

• Undertake a long-term climate risks analysis, while minimising

resource use and maintaining user comfort;

• Integrate circular economy “concepts” from the Group’s Circular

Economy Framework, based on a technical economic study; and

• Alignment with new EU Taxonomy criteria for the Group’s

construction projects (new development and refurbishment).

The specific requirements of the sustainability guidelines for

developments projects can be adapted if needed (adaptation and

validation are shared and validated with the Group Sustainability team)

depending on the projects local context or technical specifications, but

the level of ambition should be kept.

During the design phase of the project, sustainability reviews gathering

the project’s development team, the sustainability team and the CRSO

are conducted:

• To ensure all projects are working on their own sustainability

strategy;

• To ensure that all the minimum requirements of the Sustainability

Brief are included in the project brief; and

• To study variants to improve the environmental performance of the

project in line with Better Places objectives.

A specific assessment tool has been created internally to track and

ensure that specific requirements are handled by project teams at the

project phase.

As part of its commitment to reducing its construction carbon footprint

by -35% between 2015 and 2030, the Group focuses on the choice and

use of the materials for its development projects. URW has identified

levers to meet it carbon reduction objectives, these are detailed in the

sub-section"Focus on reducing emissions from construction of -35% by

2030", in Section 3.2.2.5.4.

Details on the Circular Economy Framework for development projects

As part of its sustainability guidelines, the Group commits to having 100% of its development projects integrate a circular economy design solution by

2025. In answer to this commitment, a specific chapter related to circular economy and how to “integrate circular economy ‘concepts’ from the Group

Circular Economy Framework, based on a technical economic study” is integrated in the Group’s Sustainability guidelines, and is closely monitored

during project reviews among other topics.

The Group Circular Economy Framework aims at integrating circular economy concepts in the design of URW’s development projects. Circular

economy requirements are part of the sustainability guidelines for the development projects and in this context all development projects must

integrate concepts from the framework, selecting the ones that will make the most sense for each development project. This practical framework

allows the teams to better understand and apply the right circular economy solution for their projects.

The Circular Economy Framework contains 10 concepts split into 3 themes, that will guide the design teams in the selection of the most appropriate

topics for their development projects:

CIRCULAR ECONOMY FRAMEWORK FOR DEVELOPMENT PROJECTS

• Create the conditions for

circularity

• Keep existing elements,

renovate, repair

• Design for transformation

• Design to facilitate operations

CIRCULAR

ECONOMY

FRAMEWORK

• Resource trading

• Resource inventory

• Local materials

• Bio-based materials

• Re-used materials

• Recycled materials

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The framework gives guidance to the development and construction

teams on how to prioritise the avoidance or minimisation of waste by

choosing reused or recycled materials over new ones and how the

design of the project should incorporate features to facilitate the

operations and the end-of-life of the materials. The concepts of the

Circular Economy Framework are followed within the sustainability

guidelines for development projects.

Additional details related to responsible supply chain

URW is committed to ensuring responsibility in its upstream supply

chain (development activities).

The sustainability guidelines for development projects and the appendix

of the Considerate Construction Charter both specify that 100% of

timber used in development, extension and renovation projects must be

from certified, sustainably-managed forests with FSC or PEFC

certification. Additionally, as part of the certification process

(prerequisite for BREEAM and optional for LEED), the sourcing of wood

used during construction is verified and validated.

The sustainability guidelines for development projects requirements

have been designed by the Group’s Sustainability team to be

implemented in tender documents for construction projects. Also, in all

its European contracts, the development and construction teams

requires from the contractors a commitment to give their best efforts to

reduce the carbon footprint of the project.

3.2.2.5.2.2 Resource use and circular economy for

URW’s operations on standing assets

The total volume of waste generated in a building, whatever its use, is

mostly dependent on the level of activity of the tenants, i.e. sales for

shopping centres and occupancy for office buildings. This means that

the Group has a limited impact on the total volume of waste generated

on site. Nevertheless, the Group implement waste management

efficiency measures, such as:

• Working with waste contractors to build and enhance waste recovery

channels and raising awareness among tenants, as well as

incentivising them to reduce the amount of waste disposed;

• Partner with operators to limit food waste (or other innovative waste

diversion solutions); and

• Prioritise the recycling of waste over waste-to-energy solutions,

when possible.

These measures, as described in the waste management policy, follow

the principles of the waste hierarchy: Avoid the production of waste

(prevention), sort and prepare for reuse when possible and if not

possible, prepare for recycling and finally, for the remaining waste,

consider energy recovery or other treatments.

Details on URW’s waste management actions, can be found in Section

3.2.2.5.3 Actions and resources related to resource use and circular

economy.

3.2.2.5.3 Actions and resources related to resource use and circular economy (ESRS E5-2)

The actions and resources in place in relation to resource use and circular economy are listed in the table below and in the paragraphs below for more

details.

Policy and

material IROs

addressed Key actions Scope

Time

horizon

Year of

completion Description Progress Resources allocated Financial resources

Sustainability

guidelines for

development

projects and,

the Circular

Economy

Framework (as

part of the

sustainability

guidelines

ecosystem)

Material IROs

addressed:

• E5-I-1

• E5-I-2

• E5-R-1

• E5-O-1

• E5-O-2

• E5-O-3

• E5-O-4

• E5-O-5

• Integrate

sustainability-

requirements in

the design of the

projects to

secure their

environmental

performance

and integrate

circular

economy

principles in the

design of the

development

projects.

All Group

development

projects

(CSRD

Scope)

2015 –

2030

2030 All development

projects must

include the

requirements of the

guidelines in their

design to secure

their environmental

performance

including specific

ones within the

Circular Economy

Framework

• 2024 update of the

sustainability

guidelines to reflect

new expectations

from EU taxonomy

and new embodied

carbon thresholds

with the objective to

align all URW

development projects

to the EU Taxonomy

criteria.

• Sustainability

guidelines

assessment

performed for future

construction projects

to secure their

environmental

performance.

• Corporate

Sustainability

team to produce

guidance and

track performance

• Concept Studio

team

• Local country

development and

construction

teams for

implementation

A limited increase

of URW

construction costs

(< 10%) is

expected to reach

the Group’s

targets.

Case study: For a

development

project with a

total construction

cost of €100 Mn,

the maximum

CAPEX estimated

to meet all the

sustainability

requirements is

€10 Mn.

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Policy and

material IROs

addressed Key actions Scope

Time

horizon

Year of

completion Description Progress Resources allocated Financial resources

• Find the circular

economy

concepts to

apply to the

development

projects

depending on

the intrinsic

characteristics

of the projects.

• Reduce the

overall

consumption of

raw materials to

aim for the best

embodied

carbon

performance.

Favour reused or

recycled

materials.

• The

Environmental

Management

System (EMS)

gives the

framework to

implement the

requirements in

the design of the

projects (see

details below)

• Trainings of the

development teams to

improve the overall

knowledge on the

application of the

sustainability

guidelines for

development projects.

Waste

management

Policy

Material IROs

addressed:

• E5-I-4

Reduce waste and

improve waste

sorting and

recycling efficiency

EU standing

assets from

the Better

Places

Scope only

2015 –

2030

2030 Includes the waste

management

framework, best

practices and KPIs

related to waste

management in the

shopping centres

• Waste action plan

2024

• Focus on weighting

systems

• Survey on best

practices

• Corporate

Sustainability and

technical teams to

produce guidance

and track

performance

• Local country and

asset teams for

implementation

Each asset

prepares the

budget related to

waste efficiency

and include

actions in the

business plan of

the asset. CAPEX

is part of the

overall

maintenance

CAPEX plan of the

asset (average of

€90 Mn per year

for EU assets)

Details about the actions deployed are given in the below sections.

Circular economy and construction materials

The Group’s target is to work towards the limitation of raw material

consumption in quantities and the reduction of the carbon impact of the

most significant building elements, beginning with the structure and

foundations of the building. Circularity is a strong driver to reduce the

environmental impact of foundations and structure. For concrete-based

structures, the development and construction teams study the reuse of

materials (recycled materials) such as steel or aggregates and try to

identify low-carbon alternatives if they exist (such as low-carbon

concrete which is systematically studied). When it is feasible for the

structural elements, the use of wood in URW’s development projects is

studied to both reduce the embodied carbon emissions of projects and

increase the carbon sinks through the lifetime of the projects thanks to

the wood’s capability to store CO

(following the principle of the French

Label bas Carbone methodology for buildings, published in 2022).

URW integrates requirements related to circular economy in its

sustainability guidelines for development projects to reduce the

consumption of raw materials from the design stage to the demolition

and comply with the Construction & Demolition Waste Management

Protocol disclosed by the EU.

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URW also integrates circular principles in its operators' and developers'

activities by favouring refurbishment (maintain as much as possible the

existing building and extend its lifetime), integrating systematically

circular economy concepts, during the design phase (use of reused

materials, favour repairability during the operational phase and

disassembly for later reuse of the building materials) and by having

strong ambition related to the construction and the demolition of waste

(preparing for reuse or recycling for at least 90% of waste generated).

All the information and advice to achieve these ambitions is directly

integrated into the Circular Economy Framework, appendix of the

sustainability guidelines.

Environmental management system for the development

projects

URW designs, improves and follows-up the sustainability performance

of its development projects following the principles of its environmental

management system (“EMS”) and the sustainability guidelines,

ensuring that all development projects, whatever their size or type, are

designed in a sustainable way (according to the requirements within the

guidelines) in the long term and in accordance with the Group

sustainability strategy in order to minimise their environmental impact.

While the EMS gives the general process for the teams to follow, the

sustainability guidelines contain the technical requirements for the

projects to implement in their design.

For each project, the EMS covers all 4 stages of the development

process and involves several departments, notably Development,

Security, Technical, Operations, Leasing and on-site shopping centre

management teams:

• Acquisition / First audit / Programme: sustainability and risks related

to climate change are analysed and evaluated during the Group’s due

diligence process for pre-existing assets or land; Programme is

written and includes the sustainability strategy (on climate change,

environmental certification, carbon and energy performance,

materials, biodiversity, water, waste and mobility) of the projects,

aligned with the Group’s requirements in terms of environmental

performance;

• Project reviews: at key milestones during the design of the project,

the latter is assessed using the Group’s Sustainability guidelines to

ensure compliance with the Group sustainability strategy;

• Construction: the project contractor agrees to abide by the Group’s

Considerate Construction Charter (available publicly on URW’s

website), which is designed to limit the social and environmental

effects (waste management and reduction of pollution measures) of

the construction process; The follow-up of the considerate

construction charter is usually given to the external consultant in

charge of the environmental certification;

• Commissioning: a commissioning process is followed to ensure that

buildings’ technical installations perform efficiently (settings and

operating instructions), and that maintenance suppliers in charge of

operations and running technical installations as well as shopping

centre management teams are properly trained.

As part of the EMS, a Group-wide community of “Sustainability

Champions” in the development teams was created in 2019 to ensure

best practice sharing across countries related to sustainability applied

to development projects. Participants are part of the development or

construction teams on a voluntary basis. The community is animated by

the Group Sustainability team. The animation around sustainability

objectives is key to raise awareness and step-up the level of knowledge

on environmental topics of those teams. Regular technical trainings are

also given by the sustainability team to guide the development and

construction teams in how to better incorporate sustainability features

within their projects (on circular economy, improvement of the

embodied carbon performance or EU Taxonomy criteria for instance).

Improving waste sorting in collaboration with tenants and

waste service providers

Suitable waste segregation facilities are in place in all assets and most

assets are equipped with specific sorting facilities and treatment

solutions for organic waste, which represents a significant share of the

total amount of waste generated by the Group.

Collaboration with tenants:

Tenants are regularly informed and made aware of local on-site waste

management policies (content of which aligns with the Group waste

management policy but adapted to the local context of the asset) and

processes, and of the importance of sorting waste, through tenants’ on-

site discussions or the communication of site-level waste sorting

guidelines. Both supplier purchasing contracts and tenant green leases

establish the minimum requirements to be met for waste sorting and

recycling. Additionally, tenants’ awareness raising includes updating

and adding signage on waste bins, sharing best practices, highlighting

the importance of properly sorting material, and outlining the legal

requirements associated with the waste management programme. For

example:

• In the UK, educational sessions with retailers are held regularly via

the waste contractor’s “Green Academy” programme;

• In Spain, waste ambassadors in each asset have helped to raise

awareness among tenants; and

• In the US, assets with organic waste food-service programmes are

provided additional assistance for the set up and ongoing

management of diverting pre-consumer food waste.

All the Group’s shopping centres also hold yearly meetings with their

stakeholders (tenants and waste treatment providers), with a detailed

account of the site’s waste management outcomes.

In some shopping centres, tenants are also being incentivised through

the implementation of individual reinvoicing of waste charges (for waste

managed by URW). An increasing number of shopping centres are

equipped with an advanced waste management system, which consists

of weighing the waste of each tenant separately to invoice them on the

actual tonnage they generate. This encourages better waste sorting,

enabling tenants to reduce the tonnage of residual waste for which the

final disposal is more expensive. This system contributes efficiently to

improving the asset’s recycling rate.

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Collaboration with waste service providers:

In Europe, waste management service providers must monitor and

submit a monthly progress report, with details of tonnages collected by

type of waste and recycling percentages achieved. Furthermore, they

are asked to regularly submit a waste management improvement plan

or propose available opportunities, such as upgrades in material

recovery facilities, or modified equipment when the tenant mix changes

to site management teams, to ensure the efficient management of each

location’s waste streams. Shopping centre technical managers meet

with waste management service providers on a frequent basis to

monitor progress and performance. The waste solution providers’

remits, however, extend beyond just management and reporting, also

focusing heavily on tenant engagement and communications.

Developing innovative waste management solutions

On-site innovative waste treatment solutions are also installed in

several of the Group’s assets to increase the amount of valorised waste

and reduce waste management costs, such as food-digesters. For

example, in URW’ s assets in the UK, a food digester converts food

waste, without bacteria, additives or water, into a virtually odour-free,

much reduced quantity of residual material which can then be used on-

site by URW’s teams as compost.

The Group also renegotiates waste service providers contracts, and at

the same time integrates requirements for higher rates of recycling and

0% waste to landfill in the tenders. For example, this has been the case

for the last contracts signed in Spain and France. In addition, reverse

vending machines available to visitors have been tested in the UK to

foster recycling of coffee cups and other small food packaging.

3.2.2.5.4 Targets related to resource use and

circular economy (ESRS E5-3)

URW has set targets which apply to different scopes to answer the

material topics already identified in the sections before. The first ones

are related to the standing portfolio of the Group while the following

ones are related to the development projects of the Group. To set the

targets, URW has worked with external experts and internal

stakeholders (technical teams and asset teams) to ensure a right level

of ambition and the right feasibility for the Group. No specific public

frameworks or methodologies have been used to define those targets

but they consider the EU objectives (for the waste to landfill target and

the recycling one) and not only comply with them but are more

ambitious.

Targets related to resource use

The target below aims to reduce the raw material consumption using

the carbon impact of the overall development project as a proxy to be

more operational and concrete to the teams, in relation with the IROs

identified (E5-I-1, E5-I-2, E5-R-1, E5-O-1, E5-O-2, E5-O-3, E5-O-4 and

E5-O-5). The target is not referring to waste hierarchy but is about the

concepts of eco-design, waste as a resource though the use of reused or

recycled materials to minimise the carbon footprint of the development

projects. The target is applicable to the development projects within

the CSRD scope:

• -35% carbon emissions related to construction by 2030 from a 2015

baseline.

Further details about this target, including the baseline values, can be

found in Section 3.2.2.2.2 Transition plan for climate change mitigation.

URW has also set as an internal objective, seen as a lever to reach the

carbon reduction target, that 100% of its development projects

incorporate circular economy solutions (see details above).

The targets set relate to resource inflows, precisely the materials used

for the development projects, and, more specifically to:

• The increase of circular product design (including for instance design

for durability, dismantling, repairability, recyclability, etc,), as part of

the circular economy requirements of the sustainability guidelines for

development projects;

• The increase of circular material use rate (in order to reduce the

overall amount of material quantity and the embodied carbon

performance of those materials);

• The minimisation of primary raw material (in order to reduce the

overall amount of material quantity and the embodied carbon

performance of those materials); and

• The sustainable sourcing of raw materials, understanding that the

more sustainably sourced a material is, the less carbon intensive the

material will be.

The targets are followed each year to track the effectiveness of the

related actions by the corporate technical teams and the Group

Sustainability team during annual sustainability performance reviews

using asset level data collected during the years (waste volumes and

treatments on one side and LCA on the other side for the development

projects). The overall progress towards these targets is presented in

URW Sustainability Scorecard (in section 3.1) which is publicly available

in URW website and within this Universal Registration Document. To set

these targets, URW has worked with external experts on the topic to

secure the right level of ambition. The targets presented above are

voluntary and not required by legislation for all regions where URW

operates.

Targets related to operational waste

All targets below aim at either limiting waste production or improving

the treatment of the waste, in relation with the IRO identified (E5-I-4).

These targets refer to the following topics of the waste hierarchy:

prevention, preparing for reuse (including in the waste reduction target),

recycling and other recovery. The targets are applicable to the

shopping centres of the Better Places scope and are presented in the

table below:

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Targets

Baseline Year and

performance

2024 performance

Zero waste (0 ton) to landfill by 2025

(1)

2018

37.0%

22.9% (Group)

3.3% (EU)

65.8% (US)

Engage tenants into reducing waste (managed by URW) by -15% by 2030 from a 2019 baseline 2019 -8.1%

Reach 70% recycling rate by 2030

2022

40.7%

47.2%

(1) URW has set the objective of achieving zero waste to landfill by 2025. While the Group is on track to meet this target in Europe, the Group anticipates that achieving this goal

in the US will take additional time, with a revised plan currently being designed for the US context. This adjustment reflects the unique challenges and regulatory landscape in

the US on this topic.

The targets set relate to resource outflows and more specifically to the

waste management, including preparation for proper treatment.

3.2.2.5.5 Resource inflows (ESRS E5-4)

For URW activities, the resource inflows related to the material impacts

are about the raw material consumption for the construction of the

development projects (see Section 3.2.1.4.2 Disclosure requirements in

ESRS covered by the undertaking’s Sustainability Statement). The raw

material consumption for the development activities is located within

the Group’s value chain as the materials are procured by the

construction companies and not by URW directly.

In 2024, URW has conducted an analysis of the raw material

consumptions generated by its development project activities, using

LCA of buildings to obtain details about the quantities. This analysis has

been made by external experts in the context of the SBTn, to better

understand the biodiversity-related pressures the development

activities are responsible for regarding construction materials. More

details about this analysis will be published next year when the SBTn

certification is more advanced.

As a result of this analysis, the main raw materials (in weight) and

associated process materials used by URW for its construction

activities are the following: concrete, steel, crushed stones, asphalt,

gravel, sand, and wood. Those 7 materials represent 99% of the

calculated materials used for the development projects, on average.

Besides the “packaging” (of construction materials), this topic has not

been evaluated as material for the Group in the context of raw materials

for development projects. The resources of water, property, plant and

equipment have also not been evaluated as a material topic for the

Group’s own operations or value chain. URW does not directly procure

rare earth for its direct operations (rare earth can still be found in

batteries and/or other equipment’s present in URW assets but it

remains non-material).

RAW MATERIAL QUANTITIES FOR DEVELOPMENT PROJECTS

2024

Overall total weight of materials used for development projects (in tonnes) 215,653

% of biological materials 1.2%

% of secondary reused or recycled materials 7.1%

Absolute weight of secondary reused or recycled materials (in tonnes) 15,348

Methodologies to calculate the data presented above:

• URW does not itself systematically monitor the material quantities of

the development projects as it is directly done by the contractors of

the development projects;

• The Sustainability team of URW with the help of external consultants

created a model to estimate the average raw material consumption

of its development projects using LCA for three different typologies of

project in past and current pipeline projects;

• Ratios have been created in kilogrammes of materials per square

metres of type of development project built and it is then extrapolated

each year to all URW pipeline of development projects, spreading the

material consumption over the length of the construction works;

• Biological materials in the table above correspond to the use of wood

(timber) for construction. The wood used in construction is certified

FSC (Forest Stewardship Council) or PEFC (Programme for the

Endorsement of Forest Certification) as per the sustainability

guidelines for development projects; and

• The information about reused or recycled materials is not yet

consolidated for all materials across the pipeline of development

projects. As a result, and for the first year of reporting to this ESRS,

URW used a proxy based on estimates of the average recycled

content in the 2 main materials used in its development projects

(concrete and steel) using EU research papers. The following figures

are used to calculate average recycled content in URW projects: 4%

of the total weight of concrete is made from recycled content (coming

from the aggregates) and 56% of the total weight of steel is made

from recycled content (from recycled scrap steel).

To calculate and evaluate the impact of its construction projects, URW

uses LCAs which are regularly updated during the different design

stages of the project with precise assumptions on quantities and

material’s specification.

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3.2.2.5.6 Resource outflows (ESRS E5-5)

For URW activities, the resource outflows related to the material

impacts are the waste streams from operating buildings, and

particularly the shopping centres (for details see Section 3.2.1.4.2

Disclosure requirements in ESRS covered by the undertaking’s

Sustainability Statement and section 3.2.1.3.3).

Beyond this material impact, another of URW’s outflows are the

buildings URW builds, renovates or extends and which can be

considered a key product in the context of the CSRD. The following

details about the projects are given on a voluntary basis.

These buildings are designed according to circular economy principles

(from the Circular Economy Framework) integrated within their design

through the sustainability guidelines for development projects (for

more details see Section 3.2.2.5.2.1).

URW defined minimum requirements for its major development

projects when it comes to circularity, including the below examples:

• A project needs to demonstrate how it can/will be flexible and

adaptable to other usages in the future, in accordance with local

needs. A specific study, in line with EU Taxonomy expectations

should be done to ensure:

- Extract from EU Taxonomy regulation: “Building designs and

construction techniques support circularity and in particular

demonstrate, with reference to ISO 20887 or other standards for

assessing the disassembly or adaptability of buildings, how they are

designed to be more resource efficient, adaptable, flexible and

dismantlable to enable reuse and recycling.”

• Construction designs and techniques support circularity via the

incorporation of concepts for design for adaptability and

deconstruction.

• In case of renovations, at least 50% of the original building should be

maintained or reinforced, unless is unfeasible for technical or leasing

reasons avoiding demolition as first option.

These measures are in place to maximise the lifetime of the buildings

and to facilitate any future changes which may happen in the building to

meet future needs. Based on several methodologies in Europe,

compliant with EN 15978 and ISO14044, the expected lifetime of a

building sets by URW LCA methodology is 50 years. This is a theoretical

lifetime and URW aims to extend the lifetime of its buildings by

maintaining them, anticipating the operational phase during the design,

and refurbishing rather than demolishing when needed. In addition, and

to anticipate the evolution of the need, the sustainability guidelines

require to perform an adaptability and disassembly study, compliant

with the EU Taxonomy requirements and ISO 20887.

The percentage of recycled content at building level is detailed in

Section 3.2.2.5.5 Resource inflows. Besides the “packaging” topic has

not been evaluated as material for the Group.

URW’s waste reduction and waste management strategies are detailed

in Section 3.2.2.5.2.2.

Total waste quantities diverted and directed from/to

disposal

(1)

All quantities in the tables below are waste from URW‘s own operations,

meaning waste for which URW has a direct control and their

management responsibility through a waste management contract (on

the perimeter of its standing assets portfolio according to the

materiality analysis). This does not include waste managed directly by

sub-contractors such as maintenance waste or waste generated by

tenants which have a specific waste management contract for their unit.

As a result, the only hazardous waste which could be generated in

URW’s assets are related to electrical and electronic equipment

managed directly by URW. All other hazardous waste would be

managed directly by the maintenance contractors (or other

subcontractors) who are then responsible for it.

CSRD SCOPE

As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an

understanding of the differences between the different reporting perimeters.

2024

Total amount of waste generated (in tonnes) 78,711

Total amount of hazardous waste generated (in tonnes) 95

Total amount diverted from disposal (in tonnes) 42,943

Amount diverted from disposal – Preparation for reuse 1,358

Amount diverted from disposal – Recycling 38,433

Amount diverted from disposal – Other recovery operations 3,151

Total amount directed to disposal 35,768

Amount directed to disposal – Incineration 24,291

Amount directed to disposal – Landfill 11,477

Amount directed to disposal –(in tonnes) Other disposal operations 0

Total amount of non-recycled waste (in tonnes) 40,278

Total percentage of non-recycled waste (in tonnes) 51.2%

(1) Waste from fat separators is not included as it is not possible to properly weigh and separate solid fat from waste water when separators are emptied. In addition, it is highly

variable and depends mostly on separators maintenance frequency. Furthermore, it is collected on a partial scope and is not significant in terms of weight compared to solid waste.

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BETTER PLACES SCOPE

As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an

understanding of the differences between the different reporting perimeters.

The table below is related to the Better Places targets set for waste management.

2024

Total amount of waste generated (in tonnes) 104,630

Total amount directed to landfill (in tonnes) 23,959

Total percentage directed to landfill 22.9%

Total amount of recycled waste (in tonnes) 49,400

Total percentage of recycled waste 47.2%

Total waste quantities per composition (metric tonnes)

CSRD SCOPE

As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an

understanding of the differences between the different reporting perimeters.

2024

Total amount of waste generated (in tonnes) 78,711

Total amount of cardboard 19,150

Total amount of wood (pallet) 1,668

Total amount of mixed waste (ordinary industrial waste) 34,451

Total amount of glass 2,377

Total amount of organic bio-waste 7,339

Total amount of cooking oil 355

Total amount of green waste 50

Total amount of bulky waste 735

Total amount of plastic 2,182

Total amount of metal 485

Total amount of hazardous waste (mainly composed of electrical and electronic waste) 95

Total amount of sweeping sludge

278

Total amount of construction waste 857

Total amount of other waste 8,689

Within URW operations, the following types of waste can be generated and are reported by each assets on a monthly or annually basis: cardboard,

wood (pallet), mixed waste (ordinary industrial waste), glass, organic bio-waste, cooking oil, green waste, bulky waste, plastic, metal and waste from

electrical and electronic equipment.

URW doesn’t produce any radioactive product from its own operation.

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3.2.2.6 Disclosures pursuant to Article 8

of Regulation (EU) 2020/852

(Taxonomy Regulation)

3.2.2.6.1 Context

Since January 1, 2021, URW has been subject to the EU Environmental

Taxonomy Regulation 2020/852 (the “EU Taxonomy”). The EU

Taxonomy introduces a unified classification system to determine the

sustainability level of investments, in order to drive capital towards

financing the EU environmental transition. The sustainability of a

financial vehicle is determined by the share of sustainable economic

activities it finances in its portfolio. Consequently, all economic

activities listed in the scope of the EU Taxonomy (i.e. “eligible” activities)

are to be screened for their environmental impacts, based on the

environmental criteria (“Technical Screening Criteria” (“TSC”)) defined

in the EU Taxonomy Delegated Acts.

To be considered environmentally sustainable, an economic activity has

to substantially contribute to at least 1 out of the 6 following

“environmental objectives”, while not causing harm to the others and

complying with “minimal safeguards” related social and ethical

standards:

• Climate change mitigation;

• Climate change adaptation;

• Sustainable use and protection of water and marine resources;

• Transition to a circular economy;

• Pollution prevention and control; and

• Protection and restoration of biodiversity and ecosystems.

The EU Taxonomy represents an important step towards the EU’s

objective of becoming climate neutral by 2050. The real estate sector,

and particularly URW, is considered eligible under the EU Taxonomy for

climate change mitigation, climate change adaptation, as well as

transition to a circular economy

3.2.2.6.2 Application to URW activities

As a real estate player, URW is committed to meeting the requirements set by this new EU Taxonomy and improving its performance in the coming

years to contribute to the EU environmental transition. As a developer and operator of assets, URW’s main eligible activities can be split into the

following 2 categories

(1)

• 3.2/7.2: Renovation

(2)

of existing buildings: buildings that URW redevelops exceeding “major renovation” thresholds according to local building

regulations implementing Directive 2010/31/EU (works amounting to at least 25% of total asset value – excluding land – or affecting over 25% of

the surface of the building envelope); and

• 7.7: Acquisition and ownership of buildings: buildings that URW owns and operates for its own account, including those under development or

redevelopment that do not exceed “major renovation” thresholds.

In addition to the above categories, URW purchases equipment and services relating to the following categories, that enable its activities to reduce

their GHG emissions:

• 7.3: Installation, maintenance and repair of energy efficiency equipment;

• 7.4: Installation, maintenance and repair of charging stations for EVs in buildings (and parking spaces attached to buildings)

(3)

;

• 7.5: Installation, maintenance and repair of instruments and devices for measuring, regulation and controlling energy performance of buildings;

and

• 7.6: Installation, maintenance and repair of renewable energy technologies.

These activities, qualified as “individual measures”, are further described in the paragraph “Individual measures” of Section 3.2.2.6.4 URW share of

aligned activities.

The Commission Delegated Regulation (EU) 2021/2178 of July 6, 2021, supplementing the EU Taxonomy specifies the scope, methodology and

disclosure requirements for financial and non-financial undertakings concerning the proportion of environmentally sustainable economic activities in

their business, investments or lending activities. The work done by URW to establish its eligibility and align its KPIs is based on this regulation, and the

associated methodology is presented hereafter.

3.2.2.6.3 URW share of eligible activities

As the first step of the EU Taxonomy application, companies are to determine which of their activities are “eligible”, i.e. covered by the EU Taxonomy

Delegated Acts. Three KPIs are disclosed to that end: the share of eligible activities in the Company’s turnover, CAPEX and

(1) No activity linked to construction of new buildings according to EU Taxonomy (7.1/3.1).

(2) URW has considered for the year 2024 that the definition of the renovation indicated in the 7.2 applies also for the 3.2.

(3) No CAPEX in this category for 2024.

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2024 RESULTS OF URW SHARES OF ELIGIBLE ACTIVITIES

Turnover (k€) Eligible activities

Non-eligible

activities Total

Gross rental income (“GRI”) 2,348,703 78,242 2,426,945

Service charge income 394,571 0 394,571

Property development and project management revenue 72,656 0 72,656

Property services and other activities revenues 0 361,875 361,875

Total turnover 2,815,929 440,117 3,256,046

% Total turnover 86.5% 13.5% 100%

% Turnover excluding service charge income 84.6% 15.4% 100%

CAPEX (k€) Eligible activities

Non-eligible

activities

Total

CAPEX on investment properties 1,336,179 14,073 1,350,252

Scope movements on investment properties 515,476 0 515,476

CAPEX on tangible assets 0 27,628 27,628

CAPEX on intangible assets 0 13,349 13,349

Total 1,851,655 55,050 1,906,705

% CAPEX 97.1% 2.9% 100%

OPEX (k€)

Eligible activities

Non-eligible

activities

Total

% OPEX - - 100%

The relative decrease of the eligible gross rental income compared with

2023 is linked to the faster rise in non-eligible revenues due to the

positive impact of the Olympic Games.

The increase of eligible CAPEX is mainly due to changes in the scope of

consolidation of investment properties, and in particular to the

acquisition of the remaining 50% stake in the two shopping centres

Westfield Montgomery and CH Ursynów.

3.2.2.6.3.1 Methodology of KPI calculation

Allocation rules to the denominators

• As defined in the aforementioned Delegated Regulation, total

turnover and total CAPEX have been determined in accordance with

International Financial Reporting Standards (“IFRS”) applied to URW

activities and in line with financial statements:

- Total turnover = GRI + property development and project

management revenue + property services and other activities

revenues + service charge income;

- Total CAPEX = CAPEX on investment properties + scope

movements on investment properties + CAPEX on tangible assets

+ CAPEX on intangible assets; and

- Only fully consolidated companies are included in the scope, and

KPIs are reported on IFRS bases (not under proportionate

consolidation).

• The Delegated Regulation requires reported OPEX in the

denominator to be limited to costs related to building renovation,

maintenance and repair, short-term lease, and research and

development. URW’s OPEX are consolidated in different categories

than the ones defined in the scope of this regulation. For this reason,

calculating total OPEX required a bottom-up approach that was not

based on consolidated financial statements:

- URW identified the eligible OPEX categories from its annual

country/asset level budgets in which analytical breakdowns of

operational costs are available;

- 4 OPEX categories were selected in the denominator scope: Total

OPEX = OPEX on cleaning + OPEX on maintenance + OPEX on

vertical transportation + works OPEX

(1)

; and

- OPEX were reported applying similar consolidation rules as for

turnover and CAPEX: looking at assets fully consolidated in

financial statements and reporting KPIs based on IFRS bases (not

under proportionate consolidation).

- In 2024, URW has applied the materiality exemption. The

denominator is calculated as follows: an operating expenses net

service charges (excluding service charges income) + property

development and project management costs + property services

and other activities expenses + administrative expenses.

Allocation rule to the numerators: determining eligible

activities

• To determine the eligible share of turnover (numerator), a screening

of URW revenue categories has been performed according to the

Delegated Acts’ qualitative definitions of activities covered: among

the revenue categories listed above, only gross rental income (“GRI”)

(revenues from acquisition and ownership of buildings) and revenues

from property development and project management (revenues from

construction of new buildings) are considered eligible to the EU

Taxonomy. Revenues from property services and other activities

(mainly linked to property management services and services

provided by the Viparis entity) are excluded from the eligibility scope;

(1) This OPEX category includes a non-significant amount of expenses linked to various assignment fees, among which audits (e.g. energy, sprinklers), environmental certification

and H&S-specific assistance, which are not included in the scope of costs addressed in the Delegated Regulation.

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• To determine the eligible share of CAPEX (numerator), a screening of

URW investment categories has been performed according to the

Delegated Acts’ qualitative definitions of activities covered: among

the investment categories listed above, only CAPEX on investment

properties and scope movements on investment properties are

considered eligible for the EU Taxonomy. CAPEX on furniture and

intangible assets are excluded from the eligibility scope; and

• The last step for calculating the turnover, CAPEX and OPEX

numerators has been to identify, among all URW activities, asset

types or legal entities that would not be considered in the Delegated

Acts’ scopes. All of URW activities are included in the eligibility

numerators except for the Airports activity in the US, on the grounds

that URW only operates some very specific areas in these assets

(shops in terminals) and does not manage the whole buildings. As a

result, turnover and CAPEX associated to the US Airports activities

have been excluded from the numerators of URW EU Taxonomy-

eligible activities.

3.2.2.6.4 URW share of aligned activties

The second part of the EU Taxonomy application consists of the screening and disclosure of the share of environmentally sustainable or “aligned”

activities. 3 KPIs are to be disclosed to that end: the share of aligned activities in the Company’s turnover, CAPEX and OPEX.

2024 Results of URW’s share of aligned activities

Taxonomy alignment figures calculated in accordance with the templates set by the European Commission: based on total activity (including non-

eligible activities) and including service charge income lines, in compliance with the IFRS accounting standard, are presented below.

Proportion of Turnover/Total Turnover (2024)

Taxonomy-eligible per

objective

Taxonomy-aligned per

objective

CCM 86.5% 50.3%

CCA 0% 0%

WTR 0% 0%

CE 0% 0%

PPC 0% 0%

BIO 0% 0%

Proportion of CapEx/Total CapEx (2024)

Taxonomy-eligible per

objective

Taxonomy-aligned per

objective

CCM 97.1% 64.4%

CCA 0% 0%

WTR 0% 0%

CE 0% 0%

PPC 0% 0%

BIO 0% 0%

OPEX Disclosure Exemption

Minimal Impact of Taxonomy Eligible OPEX

Approximately 11% of the gross OPEX amounts correspond to

reinvoiced charges (only net OPEX are born by URW due to vacancy),

from which 5% of net amounts are deducted as taxonomy eligible OPEX.

This minimal percentage highlights the non-significant impact of these

expenses on the overall financial performance and reporting.

Non-Core Nature of OPEX

URW’s business model is predominantly CAPEX-oriented, focusing on

long-term capital investments rather than operational expenditures.

Additionally, the OPEX amounts are substantially lower compared to

the Net Rental Income (NRI) and Gross Rental Income (GRI) generated

by URW. This further underscores the non-core nature of OPEX in the

context of URW’s business activities and financial reporting.

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3.2 Sustainability Statement

(a) The Code cons titutes the abbreviation of the relevant objective to which the economic ac tivity is eligible to make a substantial contri bu tion, as well as the Section numbe r of the activity in the relevant Annex

coveringtheobjective,i.e.:

- ClimateChangeMitigation:CCM

- ClimateChangeAdaptation:CCA

- WaterandMarineResources:WTR

- CircularEconomy:CE

- PollutionPreventionandControl:PPC

- Biodiversityandecosystems :BIO

TURNOVER

Codes

(a)

(2)

Turnover

(3)

k EUR

Proportion of

turnover

(4)

Substantial contribution criteria DNSH criteria (Do No Significant Harm)

Minimum

safeguards

(17)

Y/N

Taxonomy

aligned

proportion

of turnover,

year N-1

(18)

Category

enabling

activity

(19)

Category

transitional

activity)

(20)

Climate

change

mitigation

(5)

Y; N; N/EL

Climate

change

adaptation

(6)

Y; N; N/EL

Water

(7)

Y; N; N/EL

Pollution

(8)

Y; N; N/EL

Circular

economy

(9)

Y; N; N/EL

Biodiversity

(10)

Y; N; N/EL

Climate

change

mitigation

(11)

Y/N

Climate

change

adaptation

(12)

Y/N

Water

(13)

Y/N

Pollution

(14)

Y/N

Circular

economy

(15)

Y/N

Biodiversity

(16)

Y/N

Economic activities

(1)

A. TAXONOMY-ELIGIBLE ACTIVITIES

A.1 Environmentally sustainable activities (Taxonomy-aligned)

Acquisition and ownership of buildings

CCM7.7 1,639,186 50.3% Y N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 50.3%

Turnover of environmentally

sustainable activities

(Taxonomy-aligned) (A.1)

  1,639,186 50.3% 50.3% 0% 0% 0% 0% 0% Y Y Y Y Y Y Y 50.3%

of which Enabling 0 0% 0% 0% 0% 0% 0% 0% – – – – – – – N/A

of which Transitional 0 0% 0% – – – – – – – N/A

A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)

EL;N/EL EL;N/EL EL;N/EL EL;N/EL EL;N/EL EL;N/EL

Acquisition and ownership of buildings CCM7.7 1, 176,74 3 36.1% EL N/EL N/EL N/EL N/EL N/EL

Turnover of Taxonomy-eligible but not

environmentally sustainable activities

(not Taxonomy-aligned activities) (A.2)

  1, 17 6 ,74 3 36 .1% 36.1% 0% 0% 0% 0% 0%

A. Turnover of Taxonomy

eligible activities (A.1+A.2)   2,815,929 86.5% 86.5% 0% 0% 0% 0% 0%

B. TAXONOMY NON-ELIGIBLE ACTIVITIES

Turnover of Taxonomy non-eligible

activities 440,117 13.5%

Total (A+B) 3,256,046 100.0%

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3.2 Sustainability Statement

CAPEX

Codes

(a)

(2)

CAPEX

(3)

k EUR

Proportion of

CAPEX

(4)

Substantial contribution criteria DNSH criteria (Do No Significant Harm)

Minimum

safeguards

(17)

Y/N

Taxonomy

aligned

proportion

of CAPEX,

year N-1

(18)

Category

enabling

activity

(19)

Category

transitional

activity

(20)

Climate

change

mitigation

(5)

Y; N; N/EL

Climate

change

adaptation

(6)

Y; N; N/EL

Water

(7)

Y; N; N/EL

Pollution

(8)

Y; N; N/EL

Circular

economy

(9)

Y; N; N/EL

Biodiversity

(10)

Y; N; N/EL

Climate

change

mitigation

(11)

Y/N

Climate

change

adaptation

(12)

Y/N

Water

(13)

Y/N

Pollution

(14)

Y/N

Circular

economy

(15)

Y/N

Biodiversity

(16)

Y/N

Economic activities

(1)

A. TAXONOMY-ELIGIBLE ACTIVITIES

A.1 Environmentally sustainable

activities (Taxonomy-aligned)

Renovation of existing buildings

CCM7.2 1,868 0.1% Y N/EL N/EL N/EL N N/EL Y Y Y Y Y Y Y 4.8% T

Installation, maintenance and repair of

energy efficiency equipment

CCM7.3 6,842  0.4% Y N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0.3% E

Installation, maintenance and repair of

instruments and devices for measuring,

regulation and controlling energy

performance of buildings

CCM7.5 4,215 0.2% Y N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0.1% E

Installation, maintenance and repair of

renewable energy technologies

CCM7.6 5 66 0.0% Y N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0.0% E

Acquisition and ownership of buildings

CCM7.7 1,213,43 8 63.6% Y N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 7 7. 4%

CapEx of environmentally sustainable

activities (Taxonomy-aligned) (A.1)

 

 1,226,929  64.3% 64 .3% 0% 0% 0% 0% 0% – – – – – – – 82.6%  

of which Enabling

11,623 0.6% 0.6% 0% 0% 0% 0% 0% – – – – – – – 0.4% E

of which Transitional

1,868 0.1% 0.1% 0% 0% 0% 0% 0% – – – – – – – 4.8% T

A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)

EL;N/EL EL;N/EL EL;N/EL EL;N/EL EL;N/EL EL;N/EL

Renovation of existing buildings CE3.2/

CCM7.2

–  EL N/EL N/EL N/EL EL N/EL 0.0%

Installation, maintenance and repair of

energy efficiency equipment

CCM7.3 – EL N/EL N/EL N/EL N/EL N/EL 0.0%

Installation, maintenance and repair of

instruments and devices for measuring,

regulation and controlling energy

performance of buildings

CCM7.5 – EL N/EL N/EL N/EL N/EL N/EL 0.0%

Installation, maintenance and repair of

renewable energy technologies

CCM7.6 – EL N/EL N/EL N/EL N/EL N/EL 0.0%

Acquisition and ownership of buildings

CCM7.7 624,727 32.8% EL N/EL N/EL N/EL N/EL N /EL 13.1%

CapEx of eligible not Taxonomy-aligned

activities (A.2)

 

 624,727  32.8% 32.8% 0% 0% 0% 0% 0% 13.1%

A. CapEx of Taxonomy

eligible activities (A.1+A.2)  

 1,851,655  97. 1% 97. 1% 0% 0% 0% 0% 0% 95.7%

B. TAXONOMY NON-ELIGIBLE ACTIVITIES

CAPEX of Taxonomy-non-eligible activities

 55,050  2.9%

TOTAL (A + B)

 1,906,705  100.0%

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3.2 Sustainability Statement

OPEX

Codes

(a)

(2)

OpEx

(3)

k EUR

Proportion

of OpEx

(4)

Substantial contribution criteria DNSH criteria (Do No Significant Harm)

Minimum

safeguards

(17)

Y/N

Taxonomy

aligned

proportion

of turnover,

year N-1

(18)

Category

enabling

activity

(19)

Category

transitional

activity

(20)

Climate

change

mitigation

(5)

Y; N; N/EL

Climate

change

adaptation

(6)

Y; N; N/EL

Water

(7)

Y; N; N/EL

Pollution

(8)

Y; N; N/EL

Circular

economy

(9)

Y; N; N/EL

Biodiversity

(10)

Y; N; N/EL

Climate

change

mitigation

(11)

Y/N

Climate

change

adaptation

(12)

Y/N

Water

(13)

Y/N

Pollution

(14)

Y/N

Circular

economy

(15)

Y/N

Biodiversity

(16)

Y/N

Economic activities

(1)

A. TAXONOMY-ELIGIBLE ACTIVITIES

A.1 Environmentally sustainable

activities (Taxonomy-aligned)

Acquisition and ownership of buildings CCM7.7 0 0% Y N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 5 7.8 %

OpEx of environmentally sustainable

activities (Taxonomy-aligned) (A.1)

0 0% 0% 0% 0% 0% 0% 0% Y Y Y Y Y Y Y 57.8%

of which Enabling 0 0% 0% 0% 0% 0% 0% 0% – – – – – – – – E

of which Transitional 0 0% 0% – – – – – - – – T

A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)

EL;N/EL EL;N/EL EL;N/EL EL;N/EL EL;N/EL EL;N/EL

Acquisition and ownership of buildings CCM7.7 0 0% EL N/EL N/EL N/EL N/ EL N/EL 40.4%

OPEX of Taxonomy-eligible but not

environmentally sustainable activities

(not Taxonomy-aligned activities) (A.2)

0 0% 0% 0% 0% 0% 0% 0% 40.4%

A. OpEx of Taxonomy

eligible activities (A.1+A.2) 0 0% 0% 0% 0% 0% 0% 0% 98.2%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

OpEx of Taxonomy-noneligible activities

 1,413,139,701  100.0%

TOTAL (A + B)

 1,413,139,701  100.0%

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Comment on 2024 alignment figures including

non-eligible activities

URW’s CAPEX alignment share is mainly driven by its development

projects, including on assets already present in the standing portfolio.

The decrease on CAPEX alignment compared to 2023 is mainly due to

the acquisition of the remaining 50% stake in Westfield Montgomery in

2024.

The broadening of the screened perimeter, the update of the Energy

Performance Certificates, the improvement of the energy performance

of its portfolio and the evolution of benchmarks considered for the

analysis in 2024 contributed to the maintaining of the share of aligned

revenues despite asset disposals and the increase in eligible/non-

aligned revenues of C&E activity.

Nevertheless, the EU Taxonomy alignment figures need to be analysed

carefully in light of the applicable alignment criteria and do not

necessarily reflect the absolute environmental performance of URW’s

portfolio.

For example on standing assets for the climate mitigation objective, as

the assessment of alignment is based on relative comparisons to local

regulations and benchmarks which are more stringent in some

countries than in others, rather than on absolute terms of performance,

some assets with a better energy intensity can be considered as “not

aligned” while less performing assets are “aligned”.

URW has expended its analysis by collecting additional data on assets

that URW owns but does not directly manage, and by using a benchmark

to screen the portfolio of Convention and Exhibition centres to reduce

the portion of eligible turnover that cannot be screened.

The development projects that have been considered not aligned are

mainly projects in the US where there are no equivalents to the EU

Taxonomy TSC which are based exclusively on EU regulations and

standards.

More information on the translation of the EU Taxonomy screening

criteria to URW’s portfolio and its limitations is given in the next section.

NB: URW has issued green bonds with the purpose of financing EU

Taxonomy-aligned activities in 2024. Therefore, the adjusted aligned

CAPEX KPI

(1)

is 51.1%. There is no impact on the calculation for

revenues.

Comment on 2024 alignment figures among

eligible activities

Taxonomy alignment figures presented in the summary table below

have been calculated on the basis of eligible activities

(2)

. Two

consolidation methodologies have been applied: assets consolidated in

compliance with the IFRS accounting standards using the equity

method, and assets consolidated in the proportionate methodology

including also joint-controlled entities, in order to valorise the alignment

of assets in URW’s portfolio that are not accounted for in the IFRS

methodology as well. In this specific table, revenue lines corresponding

to charges reinvoiced to the tenants (service charges income) have been

excluded from numerators and denominators as they are balanced by

charges in URW accounts. All URW activities aligned presented here

below contribute substantially to the objective of climate change

mitigation.

Alignment figures show that among eligible activities, URW has more

than 66% of its CAPEX and more than half of its revenues considered as

aligned with the EU Taxonomy environmental objectives. URW’s

turnover alignment share is both driven by its standing assets and the

revenues derived from development projects on standing assets, as

58% of its eligible revenues are already aligned with the climate change

mitigation objective.

URW activity (Taxonomy code)

Alignment figures (among the total eligible activities) – IFRS

Alignment figures (among the total eligible activities) –

Proportionate

% Revenues % CAPEX % OPEX % Revenues % CAPEX % OPEX

Standing assets (7.7) 57.3% 17.6% n/a 60.6% 18.8% n/a

Development projects (7.7) 0.9% 47.9% n/a 26.2% 46.8% n/a

Major renovations (7.2) 0% 0.1% n/a 0% 0% n/a

Development for 3rd parties (7.1) 0% 0% n/a 0% 0% n/a

Individual measures (7.3 to 7.6) n/a 0.6% n/a n/a 0.6% n/a

TOTAL 58.2% 66.3% n/a 86.8% 65.7% n/a

(1) The numerator and denominator have been restated.

(2) These figures have been calculated on a voluntary basis to provide an additional layer of analysis for URW’s taxonomy figures.

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Environmental technical screening criteria

The Annexes I and II to the Commission Delegated Regulation (EU)

2020/852 of June 4, 2021, and the Annex III to the Commission

Delegated Regulation (EU) 2023/2486 June 27, 2023, supplementing

the EU Taxonomy lay down the environmental TSC to be complied with

for each eligible activity to be considered aligned with the 6 objectives.

These criteria are twofold: criteria for checking the substantial

contribution of activities to each environmental objective, and criteria

for making sure these activities DNSH to all the other environmental

objectives. Since the Delegated Acts have been published, URW teams

have worked intensively to translate the regulatory criteria into

applicable elements for its own operations and for all its geographical

locations, in close coordination with industry groups (EPRA, FEI, FACT,

etc.). EU Taxonomy-eligible activities indeed cover a very broad scope of

URW activities, but this does not presume the relevance or

practicability of the TSC to be applied to all these activities. For

example, many of them cannot be screened based on the current

published TSC without having recourse to additional information

sources (local regulation, industry benchmarks from sectorial private

organisations, etc.) or using proxies. Many examples of this situation can

be given such as:

• The application to the Group US portfolio of shopping centres, the

TSC being based exclusively on EU regulations and standards;

• The lack of availability of some standard elements mentioned by the

TSC, such as locally endorsed benchmarks to determine the top 15%

of the building stock for commercial properties, and European or

French sectoral benchmarks to determine the top 15% of the building

stock for asset types in URW’s portfolio such as Convention &

Exhibition centres; or

• The limited accessibility of data and levers to report and improve on

TSC for part of the required scope, such as for assets that URW owns

but does not manage (e.g. hotel assets) or for the assets that URW

operates but does not own (e.g. concession contracts) or partially

owns.

Below is a summary of the TSC criteria for substantial contribution to

climate change mitigation applied by URW for each category of its

eligible activities, across all its portfolio:

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Substantial contribution to climate change mitigation

RENOVATION OF EXISTING BUILDINGS (7.2) ACQUISITION & OWNERSHIP OF BUILDINGS (7.7)

Compliance with requirements for major renovations set in the Energy

Performance of Buildings Directive (“EPBD”)

• Compliance with local regulation

For buildings built before 31 December, 2020: Energy Performance

Certificate (“EPC”) class A

• Applicable to all countries of URW’s portfolio except for Germany, Poland

(no letter-based grade levels available in local regulation) and the US (no

applicable equivalent in local regulation)

OR OR

Reduction of PED of at least 30% (in max. 3 years)

• -30% compared with the initial PED based on an energy audit

For buildings built before 31 December, 2020: Building is within the top

15% of the national or regional building stock expressed as operational

PED

• Application of locally endorsed benchmarks in France, Denmark and the US

(provided mainly by local real estate associations)

• Application of a publicly released European-wide coverage benchmark for

other countries: using country-level values where they exist (in the UK,

Germany, Spain, and Benelux) and a European-level value for the remaining

countries

For buildings built after 31 December 2020, same criteria as defined for

“Construction”

• Primary Energy Demand (“PED”) 10% lower than national Nearly Zero

Energy Building (“NZEB”) requirements

- Applicable to all URW projects subject to thermal regulation

- -10% compared with the PED threshold contained in the national energy

regulation at the time of the building permit application

- Exception in countries with advanced national energy regulation where

the simple respect of the regulation is enough, as in France with RE2020,

following discussions with the relevant ministry

• Testing for air-tightness and thermal integrity and disclosure of deviations

- Based on effective studies for projects in the construction phase or upon

completion

- Based on contractual commitment for projects in the design phase

(projects not mature enough for implementing these tests)

• Calculation of lifecycle Global Warming Potential (GWP) of the building for

each stage

- Application of URW internal Life Cycle Assessment methodology aligned

with EN 15978

AND

For large non-residential building (HVAC systems’ rated output of over

290 kW): efficiently operated through energy performance monitoring

and assessment

• Screening performed for all aligned assets in URW’s portfolio

• Covered through energy consumption monitoring tools, Building

Management Systems, and maintenance contacts including energy

management

Substantial contribution to climate change adaptation

In application of the specifications mentioned in FAQ 2022/C 385/01

and Delegated Regulation (EU) 2023/2485 of 27 June 2023 amending

Delegated Regulation (EU) 2021/2139 of the European Commission,

URW has screened its substantial contribution to the objective of

climate change adaptation, considering as eligible and aligned with that

objective only the CAPEX linked to the adaptation plans to reduce the

most important physical climate risks that are material to its assets.

These plans are implemented as a result of the climate risk and

vulnerability assessment conducted on its assets in compliance with

Appendix A of the Taxonomy Delegated Acts, which is described

hereafter. No such CAPEX have been reported in 2024.

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Substantial contribution to the transition to a circular economy

URW performed the screening of its alignment with the circular economy section of the EU Taxonomy (3.1. Construction of new buildings and 3.2.

Renovation of existing buildings) as the Group strived to translate and analyse all the TSC and DNSH for all its development projects

(1)

RENOVATION OF EXISTING BUILDINGS (3.2)

• All generated construction and demolition waste is treated in accordance with Union waste legislation and with the full checklist of the EU Construction

and Demolition Waste Management Protocol, in particular by setting sorting systems and pre-demolition audits. The preparing for re-use or recycling of the

non-hazardous construction and demolition waste generated on the construction site is at least 70% (by mass in kilogrammes), excluding backfilling.

The operator of the activity demonstrates compliance with the 70% threshold.

• The life cycle Global Warming Potential (GWP) of the building’s renovation works has been calculated for each stage in the life cycle, from the point of

renovation, and is disclosed to investors and clients on demand.

• Construction designs and techniques support circularity via the incorporation of concepts for design for adaptability and deconstruction.

• At least 50% of the original building is retained. This is to be calculated based on the gross external floor area retained from the original building using the

applicable national or regional measurement methodology, alternatively using the definition of ‘IPMS 1’ contained in the International Property Measurement

Standards.

• The use of primary raw material in the renovation of the building is minimised through the use of secondary raw materials. The operator of the activity ensures

that the three heaviest material categories that have been newly added to the building in the renovation of the building, measured by mass in kilogrammes

comply with the dedicated requirements

(1)

.

• The operator of the activity uses electronic tools to describe the characteristics of the building as built, including the materials and components used,

for the purpose of future maintenance, recovery, and reuse. The information is stored in a digital format and is made available to investors and clients on demand.

(1) (a) for the combined total of concrete, natural or agglomerated stone, a maximum of 70% (3.1) or 85% (3.2) of the material come from primary raw material;

(b) for the combined total of brick, tile, ceramic, a maximum of 70% (3.1) or 85% (3.2) of the material come from primary raw material;

(d) for the combined total of glass, mineral insulation, a maximum of 70% (3.1) or 85% (3.2) of the total material come from primary raw material;

(e) for non-biobased plastic, a maximum of 50% (3.1) or 75% (3.2) of the total material come from primary raw material;

(f) for metals, a maximum of 30% (3.1) or 65% (3.2) of the total material come from primary raw material;

(g) for gypsum, a maximum of 65% (3.1) or 83% (3.2)of the material come from primary raw material

Do no significant harm criteria

Adaptation to climate change

Pursuant to the release of the Climate Delegated Act specifying DNSH

criteria on adaptation to climate change, URW has updated in 2024 its

climate risk assessment study covering all of the Group’s standing

assets and development pipeline in Europe, the UK and the US (see

Section 3.2.2.2.4 Description of the process to identify and assess

material climate-related impacts, risks and opportunities). This update

was carried out in accordance with the DNSH criteria of the EU

Taxonomy. The following steps have been followed during the latest

climate risk assessments:

• The climate experts (external consultants) first performed a

screening of the climate-related perils among the ones listed in

Appendix A to the Annex I of the Climate Delegated Act to identify the

ones most material to the business, based on the type of activities,

equipment, materials and the geographical footprint of the portfolio.

Risk engineers and industry experts were consulted for feedback on

this screening. As a result, the following perils were considered

applicable: frost and cold waves, extreme heat, apparent

temperature, wildfire, cooling/heating needs, lightning, non-cyclonic

wind gusts and tornadoes, riverine flood, coastal flood, extreme

precipitations, hail, earthquake and landslide;

• For the climate-related perils considered as material, the experts

identified the most representative climate indicators from a

proprietary database of over 130 indicators. Climate indicator values

were retrieved for each asset, based on their location. Climate

models were then used by scientists to estimate the evolution of such

values due to climate change, according to different scenarios

aligned with the latest IPCC projections (see below);

• An exposure analysis was carried out on the entire URW portfolio,

identifying the buildings considered to be most exposed to climate-

related risks.

• A vulnerability analysis and an adaptation action plan to limit the

impact of potential risks were carried out on the most exposed

buildings, either by specialized external risk engineers, or by in-house

technical teams using an assessment tool specially designed with

external risk experts.

• The vulnerability analysis and adaptation action plans have also been

carried out on more than thirty buildings in 2024.

• As a follow-up to the risk and vulnerability assessment, risk

engineers and/or local asset teams have performed field visits aimed

at assessing the adequacy of adaptation measures already in place

and at identifying new measures to be implemented.

(1) It is not reflected in any of the tables in 2023.

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The climate scenarios selected by the experts to perform the climate

change related risk analysis up to mid-century (2050) are the SSP2-4.5

(“middle of the road”) and SSP5-8.5 (“pessimistic”) scenarios:

• SSP2-4.5 is in line with today’s climate policies and 2030 NDCs

targets; and

• SSP5-8.5 is the worst-case scenario selected, corresponding to the

maximum emissions modelled by the IPCC for a conservative risk

approach.

3 timeframes have been considered for the analysis, consistent with the

expected lifetime of the activity and the indications of the EU Taxonomy:

• Baseline: average between 1981 and 2010 values;

• 2030: average between 2015 and 2044 values; and

• 2050: average between 2035 and 2064 values.

Other DNSH criteria

For development projects classified in ownership of buildings (7.7),

there are no additional applicable DNSH criteria other than the one on

climate change adaptation. For refurbishments (7.2 and 3.2), the

analysis of the compliance with DNSH criteria other than climate

change adaptation has been done at project-level with 2 separated

workstreams depending on the status of the project:

• For ongoing projects: projects were screened and analysed in their

current development stage and, when possible, the technical criteria

and/or studies related to the DNSH on water, circular economy and

pollution prevention were added to the design specifications of the

project to ensure its future compliance. When the projects were too

advanced to change their design features, they have been considered

as “not aligned” with the EU Taxonomy DNSH criteria if these criteria

were not secured; and

• For new projects: an update of the Group design guidelines adding the

DNSH criteria on water, circular economy, climate change

adaptation and pollution prevention has been performed. As no

CAPEX have been reported to substantially contribute to the

objective of climate-change adaptation, the DNSH for climate change

mitigation have not been screened in 2024.

Individual measures

The Commission Delegated Regulation (EU) 2021/2178 of July 6, 2021,

translating Article 8 of the EU Taxonomy provides for the integration of

purchased “individual measures” in CAPEX and OPEX alignment figures

of non-aligned assets. Individual measures correspond to activities

purchased that enable the target activities to become low carbon or to

lead to GHG emissions reductions, notably activities listed in points 7.3

to 7.6 of Annex I to the Climate Delegated Act, such as the installation of

solar panels on a building rooftop. As part of its Better Places roadmap

and asset-level environmental action plans, URW plans investments in

all the aforementioned categories: energy efficiency equipment,

charging stations for EVs in buildings, instruments for measuring and

controlling energy performance of buildings, and renewable energy

technologies (see Section 3.2.2.2.2 Transition plan for climate change

mitigation).

• Substantial contribution: the compliance of the activities disclosed in

category 7.3 with the minimum requirements set for individual

components and systems in the applicable national measures

implementing Directive 2010/31/EU and the energy labels of energy

efficiency equipment have been checked where applicable (in the US

the regulatory equivalents have been looked at, and no label

screening has been performed as no such regulation exists); and

• DNSH: for individual measures installed in assets identified as most

vulnerable to physical climate risks, the materiality of the risk for that

measure has been assessed (based on equipment location, etc.) as

well as the coverage by the mitigation action plan where necessary.

In particular, for insulation materials, the compliance of local

regulation regarding asbestos with EU Taxonomy criteria has been

checked.

In 2024, URW’s individual measures stand for 0.6% of the Group CAPEX,

as presented in the alignment table at the top of this section.

Minimum safeguards

In addition to engaging in activities that are eligible and aligned with the

EU Taxonomy based on the environmental TSC, URW complies with the

4 aspects of the Minimum Safeguards (“MS”), as described in the

Article3 (c) and Article 18 of the EU Taxonomy Regulation and further

specified in the Final Report on Minimum Safeguards published in

October 2022 by the EU Platform on Sustainable Finance. URW’s

analysis actively considered the updated OECD Guidelines for

Multinational Enterprises.

Human rights

Regarding human rights guarantees and due diligence in its own

workforce, ethics and respect for human rights are among the core

values of the Group. URW is strictly committed to upholding all

fundamental individual rights and labour rights protections, as

underpinned by its Human Rights Policy

(1)

(see Section 3.2.3.1.3 Policies

related to own workforce and Section 3.2.3.2.3 Policies related to value

chain workers), as well as safeguarding the H&S and the well-being of

its employees through enforced internal frameworks such as a

dedicated Group framework for H&S risk management, URW’s Health

and Safety Statement, and the Group’s Your Wellbeing framework (see

Section 3.2.3.1.3 Policies related to own workforce and Section 3.2.3.2.3

Policies related to value chain workers). URW only operates in countries

with high standards of human rights protections and the infringement

of human rights in its own workforce has not been identified as a

material risk factor in the Group’s risk assessment (see Section 6.2.1

Ratings of the main specific risk factors). Yet, and as a safeguard,

internal procedures are in place to anticipate, identify and prevent any

infringement on employees’ human rights and freedoms. These include,

for instance, clear rules against any form of discrimination along with

anti-harassment and anti-bullying practices including a whistleblowing

hotline accessible 24/7 to all employees. The Group indeed stands

against racism, discrimination, and bias of any kind, striving to ensure

that everyone feels equally welcome and embraced. These principles

are clearly stated in the Group Code of Ethics applicable to all

employees

(1)

. The Group has a zero-tolerance principle for violations of

these rules (see Section 2.4.1 Ethics and compliance: a daily and

essential requirement).

(1) See URW’s website for the latest version of the document.

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URW makes sure to cultivate a sound work environment in which

employees thrive (see Section 3.2.3.1.3 Policies related to own

workforce). In particular, the Group’s Be You at URW framework aims to

fully embed URW’s commitment to ensure equal opportunities and

greater diversity and inclusion across the business (see Section

3.2.3.1.3 Policies related to own workforce).

URW equally cares about the protection of human rights in its value

chain, and tackles this issue through the implementation of a due

diligence process that identifies sustainability risks (including social

and human rights risks) across its different purchasing categories and

addresses them through mitigation actions (see Section 3.2.3.2.3

Policies related to value chain workers). For example, main tenders are

subject to a “Know your partner” screening process, and all contracts

require the acceptance of the Group’s General Purchasing Conditions,

including provisions on human rights and labour standards based on the

International Labour Organization (“ILO”) conventions and international

human rights standards. In 2023, URW raised the human rights, labour

standards and H&S standards applicable to its suppliers by rolling-out a

Responsible Purchasing Charter, which is in line with the principles

outlined in the United Nations Global Compact (“UNGC”), the United

Nations Guiding Principles for Business and Human Rights (“UNGP”),

and the OECD Guidelines for Multinational Enterprises. The gradual

phases of the document’s roll-out aim at covering purchases for all

controlled activities and subsidiaries, in every country where URW

operates.

Specifically for the UK, URW enforces a scoring matrix as part of its

Modern Slavery due diligence, complemented by a dedicated

questionnaire to assess suppliers against multiple criteria related to

subcontractors, modern slavery and labour rights. The Group aims to

continuously raise the level of vigilance and strengthen its procedures

to identify, prevent, mitigate and remedy any human right impact in its

supply chain.

Bribery/corruption

The Group has implemented robust internal mechanisms to anticipate,

monitor and counter any risks of engaging in practices that could

amount to corruption or bribery, such as the Anti-Corruption

Programme (“ACP”), the Anti-Money Laundering Programme, and the

Group Code of Ethics. Additionally, all employees (including part-time

employees) and contractors, to the extent applicable to their mission,

are trained to identify and distinguish situations that could be

associated with corruption, with a clear communication of our zero-

tolerance principle for any violation. For further information on the

Group’s policies and commitments against corruption, bribery and

fraud, please refer to Section 2.4 Ethics and compliance within the URW

Group, and sub-section "Regulatory and compliance" in Section 6.2.2.5

Category #5: legal and regulatory risks.

Combatting tax evasion

The business strategy of URW consists of creating value with its real

estate portfolio over the long term. The tax policy of the Group is

completely integrated into this long-term plan and is consistent with

the normal course of its business operations. In 2024, the Groupe

operated 67 shopping centres in 11 different countries, in Continental

Europe the UK, and the US. The Group does not use investment routes

through non-cooperative countries

(1)

or territories to locate income in

low tax jurisdictions.

The Group complies with the spirit and the letter of tax law and

regulations. The Group’s tax policy, URW’s Approach to Tax, which is

published on its website and is regularly updated, describes the

principles governing URW’s approach to tax and the processes in place

to ensure efficiency of these principles. In essence, the tax position of

URW reflects the geographical location of its real estate portfolio and is

consistent with the normal course of its business operations. The tax

strategy and tax risks are followed and monitored by a team of internal

and external experts and discussed with an internal committee whose

members include the Chief Executive Officer and the Chief Financial

Officer, the Group’s auditors, the Group’s Audit Committee and the

Group’s Supervisory Board. The aim of the Group is to operate the

business with low levels of tax risks. This is being done by ensuring that

the tax consequences of arrangements entered into are being

understood, including the way those arrangements will likely be viewed

by relevant tax authorities. Only arrangements that are considered as

acceptable to the relevant tax authorities are implemented.

URW complies with tax transparency regulations such as the European

DAC 6 (Directive on Administrative Cooperation, as amended for the

sixth time), the US FATCA (Foreign Account Tax Compliance Act) and

CRS (Common Reporting Standard) and files its fiscal Country-by-

Country Report with the French tax authorities.

Further information on URW’s approach to tax is available on our

website at the following link: https://www.urw.com/investors/tax-

information.

Tax footprint

URW is a publicly traded Group dedicated to investing in commercial

real estate across Europe and the US. Many countries have adopted

laws on local tax transparency to encourage long-term investment in

real estate. These regimes subject the Group to distribution

obligations

(2)

. Based on the tax transparency regimes, the profits made

are taxed at the shareholder level directly, instead of at the level of the

Group. URW promotes the concept of a global real estate investment

regime that would allow for mutual recognition and a fair share of tax

revenues between the countries where the properties are located,

through withholding tax payments, and the countries where

shareholders are located, through income tax payments. URW also

believes that the tax transparency regimes for real estate contribute to

a responsible and sustainable approach to taxation by creating

conditions for long-term investment and win-win partnerships between

local communities and the real estate industry.

(1) Non-cooperative countries or territories are usually defined as countries or territories refusing to adhere to international tax good governance standards.

(2) See note 8.1.3 Tax regimes to the consolidated financial information in Section 5.2 Notes to the consolidated financial statements, for an overview on these regimes.

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The tax position of URW reflects the geographical location of its

activities. The Group declares profits and pays taxes where its activities

are carried out. This translates into payments to local or national tax

authorities of corporate income tax, business taxes and taxes withheld

on dividend payments

(1)

The Group’s tax position mirrors the location of its investments.

Considering its €50 Bn portfolio and the fact that holding real estate

assets requires it to pay property taxes, URW pays significant amounts

of taxes. Significant tax payments are also made to local authorities

upon investment and divestment transactions, although this will vary as

it depends on the number and size of transactions completed during a

particular year. In addition, URW and its tenants in the Group’s shopping

centres employ many people locally who contribute significant

amounts in taxes and social charges.

In 2024, on a proportionate basis, the subsidiaries of the URW Group

paid €309 Mn of local taxes and social contributions. The below

geographic breakdown does not include income taxes, which are

reported in note 8.2 in Section 5.2 Notes to the consolidated financial

statements.

GEOGRAPHIC BREAKDOWN OF TAXES AND SOCIAL

CONTRIBUTIONS PAID IN 2024

Fair competition

The Group implements policies to anticipate and avoid engaging in any

practice that could amount to a violation of fair competition and

antitrust regulations (see Section 6.2.2.5 Category #5: legal and

regulatory risks). Most exposed employees are educated in and are

expected to comply with all competition and anti-trust laws as well as

internal policies such as the Code of Ethics. Potential anti-trust

violations and competition- related risks are identified through a

dedicated process involving legal and compliance teams before and

during any acquisition procedure of an asset (see sub-section "Mergers

& Acquisitions, investment and divestment" in Section 6.2.2.1 Category

#1: business sector and operational risks). URW fully cooperates with

local authorities to preserve market integrity. 2 situations requiring

special attention are still monitored by local legal teams: Viparis

subsidiary in France exercising a significant leadership on exhibition

centres in the Greater Paris area, with a strict supervision process by

the French General Directorate for Fair Trading, Consumer Affairs and

Fraud Control (“DGCCRF”) and the Zlote Tarasy Complex in Poland

which is an asset URW does not directly manage because of the

restrictions imposed by Polish authorities to preserve fair competition in

the Warsaw area (see “Zlote Tarasy complex” paragraph in Note 6.4.1

Description of the main associates accounted for using the equity

method in Section 5.2 Notes to the consolidated financial statements).

URW liability and absence of convictions

URW has developed an internal tracking methodology to scan news

outlets and relevant platforms to identify whether the Group is involved

in any ongoing litigation or proceeding. URW has not been convicted for

any human rights or modern slavery violations. None of the OECD

National Contact Points

(2)

(“NCP”) received a referral concerning URW,

and the Group was not identified in any allegation on the Business and

Human Rights Resource Centre’s (“BHRRC”) website

(3)

. URW has not

been assigned or convicted for any offence related anti-trust

regulations or corruption. URW has never been found guilty of tax

evasion in any of the countries it operates in.

(1) See note 8.2 Income tax expenses to the consolidated financial information in Section 5.2 Notes to the consolidated financial statements.

(2) Please refer to the following website: https://mneguidelines.oecd.org/database/?hf=10&b=0&q=unibail-rodamco-westfield.

(3) Please refer to the following website: https://www.business-humanrights.org/en/companies/unibail/.

29% United States

3% Poland

2% The Netherlands

1% Denmark

1% Austria

1% Czech Republic

40% France

8% United

Kingdom

4% Sweden

4% Spain

Germany

0.1% Slovakia

0.5% Italy

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Nuclear and fossil gas related activities

Nuclear energy-related activities

The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative electricity generation

facilities that produce energy from nuclear processes with minimal waste from the fuel cycle.

The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce electricity or process heat,

including for the purposes of district heating or industrial processes such as hydrogen production, as well as their safety upgrades, using best available

technologies.

The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or process heat, including

for the purposes of district heating or industrial processes such as hydrogen production from nuclear energy, as well as their safety upgrades.

Fossil gas related activities

The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that produce electricity using fossil

gaseous fuels.

The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/cool and power generation facilities

using fossil gaseous fuels.

The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generation facilities that produce heat/cool

using fossil gaseous fuels.

3.2.3 Social information

3.2.3.1 Own workforce (ESRS S1)

3.2.3.1.1 Interests and views of stakeholders (ESRS

2 SBM-2)

To understand how URW actively considers the views of its employees,

please see Section 3.2.1.3.1 Strategy, business model and value chain,

and Section 3.2.1.3.3 Material impacts, risks and opportunities and their

interaction with strategy and business model.

3.2.3.1.2 Material impacts, risks and opportunities

and their interaction with strategy and

business model (ESRS 2 SBM-3)

Please see Sections 3.2.1.4.1 Description of the process to identify and

assess material impacts, risks and opportunities, and 6.1.2 Group

Enterprise Risk Management framework, respectively for more detailed

information on the double materiality analysis and the risk identification

process.

As explained in Section 3.2.1.3.1 Strategy, business model and value

chain, and Section 3.2.1.3.3 Material impacts, risks and opportunities

and their interaction with strategy and business model, URW recognises

that its workforce is a key asset and the IROs associated with it are

closely linked to the Company’s strategy and business model. URW has

not identified any risk with regards to the respect for human rights,

including labour rights in countries where the Group operates.

For more information on the components of the Group’s workforce,

please refer to Section 3.2.3.1.8 Characteristics of the undertaking’s

employees.

For more information on URW’s limited exposure to (based on the

findings of the Global Slavery Index) and policies to prevent child labour

and forced labour in its operations, including its workforce, please refer

to the sub-Section “Modern Slavery” in Section 3.2.3.2.3.1 Human Rights

(Section 3.2.3.2.3 Policies related to value chain workers).

3.2.3.1.3 Policies related to own workforce

(ESRSS1-1)

URW's human rights policies are in line with URW's Human Rights

Policy, which strives to promote international standards such as the

International Bill of Human Rights, the UNGP or the OECD Guidelines for

Responsible Business Conduct. For employees, the Integrity Line is open

for reporting negative incidents, and Human Resources Directors

ensure that communication remains open with potentially affected

communities, helping to identify the correct remediation measures

when needed.

The Group affirms an unwavering commitment to ethical business

practices through the introduction of a comprehensive Social Policy.

This framework embodies dedication to human rights, responsible

labour practices, and the creation of a workplace that champions

diversity, inclusion and safety. By adopting and implementing these

principles, URW meets and exceeds the expectations of stakeholders

and contributes to positive societal change.

In particular, the Group has policies related to:

• DEI;

• Training and development;

• Social dialogue (at local or European levels); and

• Health, safety and security "HSS".

These policies are applicable to all employees Group-wide, under the

supervision of the Group People Officer (and the Group Director of Risk

Management for HSS). They are always available to employees on the

Group intranet.

URW’s culture and values

In 2024, URW launched a new employer value proposition "EVP":

“Create more, Achieve more, Dare more” celebrating the Group’s

culture of excellence and passion. The EVP highlights URW as a place

where ambition meets expectation and excitement meets commitment,

and where passionate and creative enthusiasts come together to make

urban regeneration, and the transformation of retail, happen.

With the EVP, the Group fosters the sense of belonging of the

employees, by giving a common view of our culture. For this, a "culture

playbook" available on our intranet for all employees have been

developed. It also engages employees by having them participate to

recruiting events or share their experience at URW on social media

(mostly LinkedIn).

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URW’s EVP builds upon URW’s fundamentals as a Group, including the

Company’s Together at URW values.These values represent the shared

principles which guide our individual and collective actions, the

excellence in the Group’s standards as a high-performance Company

and culture, and the entrepreneurial spirit the Group sees as necessary

to capture opportunity going forward.

Employee performance continues to be evaluated in the context of each

value (see sub-Section "The People Performance Programme"):

• BOLDNESS – We operate with an ambitious vision;

• EXCELLENCE – We deliver positive and sustainable impact;

• TEAMWORK – We unite diverse talent to succeed;

• ETHICS – We build on trust and transparency;

• PASSION – We love what we achieve together; and

• OWNERSHIP – We are action-oriented and accountable.

Human rights and labour conditions

As expressed in its Human Rights Policy and its Health and Safety

Statement (latest version available on UACPRW’s website

(1)

, URW is

committed to upholding the highest standards of human rights and

labour rights protections. URW complies with the core conventions and

labour standards set by the ILO and is aligned with the OECD Guidelines

for Multinational Enterprises, setting the standard for responsible

business conduct and respect for human rights in the Group’s global

operations. The Group only operates in countries where social

regulations are well developed through democratic frameworks.

Internally, specific frameworks set up by the Group define and manage

additional rules that reinforce employee rights and endorse respect and

ethical conduct in business dealings (collective agreements, Integrity

Line, Code of Ethics, Compliance Book, ACP, etc.). The Group operates in

the European Union, the UK and the US, which offer strict human rights

protections. These jurisdictions have stringent regulations and

standards that the Group adheres to, ensuring the rights of all

individuals involved in its operations are respected and protected.

URW’s proactive approach and adherence to these high standards,

complemented by URW’s Human Rights Policy and Anti-Slavery and

Human Trafficking Policy, have enabled the Group to maintain a robust

human rights record.

Since 2004, URW has been a member of the UNGC, which promotes

ethical conduct and fundamental moral values in business. URW strives

to adopt, support and apply in its sphere of influence the 10 principles of

the UNGC concerning human rights, labour, environment and anti-

corruption. URW complies with the respective Australian and UK

Modern Slavery Acts. As clearly outlined in its UK and Group Modern

Slavery Statements (see www.urw.com), URW strictly prohibits any

form of forced labour or child labour in any part of its business

operations or supply chain, with dedicated due diligence mechanisms.

Regular audits and continuous improvement efforts across the Group’s

supply chain demonstrate indeed URW’s dedication to transparency

and ethical labour practices. For more information, please see Section

3.2.3.2.3 Policies related to value chain workers.

Occupational Health, Safety and Security (HSS)

As explained in URW’s Health and Safety Statement, H&S is prioritised

and integrated into all aspects of the Company’s planning and

operations. To this end, URW continually strives to promote a culture of

wellness, achieve regulatory compliance and improve existing

practices.

URW’s commitment to H&S is reflected in various robust initiatives

including the access to physical and mental wellness programmes and

healthcare resources for employees, as well as information and training

to empower and educate employees at all levels regarding H&S. Every

year a recap of these programmes is presented to social partners,

specifically regarding health programmes. Moreover, a well-being

Group-wide action plan is currently being prepared in partnership with

social partners. In addition, responses related to a specific well-being

question that employees were asked as part of URW’s annual objective-

setting process were analysed, and high-level themes were presented

to and shared with local HR teams.

More targeted measures also exist at local levels, such as occupational

health (medical examinations of employees in accordance with legal

requirements) and an anonymous and free psychological helpline.

Headquarters in URW’s countries of operations are making strides to

enhance workplace ergonomics, aiming to improve the in-office

experience and well-being of employees. By focusing on ergonomic

design, they seek to create a more comfortable and supportive work

environment. These efforts highlight URW’s dedication to fostering a

positive workplace culture, helping employees feel more at ease and

productive in their daily tasks.

The most material risks identified by URW are related to construction

sites and operated assets, for more information, please see Section

3.2.3.2.3 Policies related to value chain workers.

Diversity, equity and inclusion

The Group stands for a fair overall outcome that rewards individual and

collective performance and does not discriminate on race, gender,

nationality or any other personal criteria.

Diversity and inclusion form a key part of the Group’s Better Places

roadmap. With representation in 11 countries and 2 continents, URW

welcomes employees from different parts of the world, 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. Part

of their onboarding path, every newcomer is invited to attend a webinar

on “Supporting inclusion at URW”. The Group ensures that several

sessions are proposed per year.

(1) See Policies at https://www.urw.com/en/csr/csr-documents

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First, URW commits to ensuring full equal opportunities in HR practices

and processes Group-wide. This target has been achieved as 100% of

URW regions ensure full equal opportunities in their HR practices and

processes since 2019 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 URW Equal Opportunity Statement ensures that the

HR policy and processes are applied without discrimination on the basis

of race, colour, religion, sex, sexual orientation, gender identity, marital

status, age, disability, national or ethnic origin, military service status,

citizenship, involvement in employee representative bodies or other

protected characteristics.

URW also developed the Be You at URW framework which aims to fully

embed the Group’s commitment to drive even greater diversity and

inclusion across the business. This approach focuses on 4 pillars

(Leadership and Commitment, Inclusion Policies and Performance,

Culture and Employee Engagement and Employee Development and

Learning).

Leadership and Commitment

• In line with recognising the importance of DEI governance, URW has a

decision-maker at MB level accountable for DEI;

• Senior decision-makers are informed of URW’s DEI performance

through frequent progress meetings and annual DEI updates to the

GNRC and SB;

- All MB and EC members signed the Be You at URW Charter, which

includes a senior position diversity commitment;

- After becoming a signatory of the United Nations Women’s

Empowerment Principles in 2023 through the CEO Statement of

Support, URW continues to demonstrate a public commitment to

gender equality at URW

(1)

; this was exemplified by a partnership

with UN Women, wherein URW amplified the agency’s 2024

International Women’s Day message across all global

(2)

digital

screens. This partnership reflects URW’s credibility in gender

equality as well as the Company’s global impact; the campaign

reached 6.7 million people;

- Sustainability and Diversity and Inclusion objectives are in place for

the MB and EC (in 2024, 10% of STI and 25% of LTI); and

- URW is committed to promoting diversity and inclusion through

various initiatives, including the #StOpE initiative against sexism,

the Manifesto for the inclusion of disabled people in France, and the

Dutch Diversity Charter. The Group supports gender and racial

equality in the UK with Real Estate Balance and the Race at Work

Charter. Viparis has signed the Charte des Femmes de l’Immobilier

(Charter of Women in Real Estate) and the French Diversity

Charter, focusing on equal pay, training, recruitment, and disability

inclusion.

Inclusion Policies and Performance

URW’s inclusion policies and practices aim to promote equity and

enable career growth across the organisation. The tangible actions the

Group has taken have led to numerous achievements, awards, and

recognition in DEI, underscoring URW’s ongoing commitment to

fostering an inclusive workplace where every individual feels valued

and empowered. By prioritsing DEI, URW can boost employee morale

and engagement, leading to increased productivity. Furthermore, a

strong commitment to DEI can make URW more attractive to potential

employees and help retain existing staff. The Group’s regional and

international recognitions, such as the Top Employer awards in Central

Europe and rankings in the Equileap Top 100 companies for gender

equality globally, highlight its dedication to these principles.

Additionally, URW’s support for families through parental leave and

childcare initiatives, along with efforts to ensure gender-balanced

recruitment and minimise the gender pay gap, further demonstrate the

Group’s commitment to creating a supportive and equitable work

environment.

• The Group has been recognised regionally and internationally by

receiving awards, including, Top Employer awards in Central Europe.

URW has been ranked in the Equileap Top 100 companies for gender

equality globally, as well as in the Top 10 companies (France), and

Top 30 Employer for attitudes and actions towards the LGBTQ+

Community within Real Estate (UK);

• To support families, parental leave support was offered in all URW

regions as shared parental leave (UK) or as extended second parental

leave (France and Sweden). Moreover, regarding childcare,

employees were offered places in daycare (France), and child

allowances (Austria). The Group has received several distinctions as

“Best for Families” and “Top 30 Employer” award winner (UK);

• Internal recruitment processes were reinforced with the inclusion of

the URW Equal Opportunity Statement on all job descriptions, job

adverts and HR people practices; gender-balanced succession

planning discussions were held in all countries to improve gender

balance in top management; and

• URW is committed to tracking its gender pay gap, on a like-for-like

basis, and minimising it. Gender pay gap/workplace equality analysis

results are published annually in France, the UK and the US, and

updated annually.

See Section 3.2.3.1.6 "Taking action on material impacts on own

workforce, and approaches to managing material risks and pursuing

material opportunities related to own workforce, and effectiveness of

these actions", for more detailed information on the pillars “Employee

Development and Learning” and "Culture and Employee Engagement".

Group attractiveness

Attracting the best talents with internally-customised

programmes

URW has always been committed to attracting the best talents by

fostering professional development, promoting cross-functional and

international mobilities, and offering exciting career opportunities at all

levels, be it for graduates or professionals. To support the development

of top talents, URW is building internally-customised programme: the

International Graduate Programme (“IGP”) is long-standing proof

of URW’s commitment to career development. It is a key lever in terms

of external attractiveness and an efficient onboarding and learning path

for newcomers. As URW focuses on recruiting the best graduates from

top international schools for the IGP, the Group also continues its efforts

in recruiting experienced and diverse profiles. Bringing new sets of

capabilities and diversifying its leadership and management styles are

key success factors for the Group. Many international recruitment

actions are organised to attract and recruit the best candidates for the

IGP.

(1) https://www.urw.com/fr-fr/presse/actualites/2023/committed-to-women-s-empowerment.

(2) With the exception of centres owned but not operated by URW, as well as in Mall of Scandinavia in Sweden.

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Every year, URW participates in the CEMS (The Global Alliance in

Management Education) forum held in Barcelona in November,

organises more than 30 interviews on site, delivers a skills seminar on

implementing a sustainable corporate strategy for 20 international

students and attends the fair to meet with the 1,000 participants of this

event.

The IGP allows recent graduates to discover URW’s unique approach to

commercial real estate. They get to acquire first-hand knowledge of the

Company’s business fundamentals, build a strong network, as well as

access a springboard to a promising career shaping the future of the

Company. They can also consider joining a mentorship programme to

grow their career and get advice from more experienced profiles.

Supporting the army-nation link

URW actively supports the commitment of its employees who serve as

reservists in the French army. The Company recognises the valuable

skills and experiences that reservists bring to the workplace, such as

leadership, discipline, and teamwork. To facilitate their dual roles, URW

offers flexible working arrangements and leave to accommodate their

training and deployment schedules, in line with minimum legal

requirements. This support ensures that employees can fulfil their

reservist duties without compromising their professional

responsibilities.

Empowering URW’s employees – training and

development

Training

The Group aims to nurture a workforce that is skilled, knowledgeable,

adaptable, and prepared for the future. This not only benefits our

employees but also contributes to the Company’s resilience as well as

the long-term success and sustainability objectives of URW. The

Learning Policy applies to all URW employees (including part-time

employees), irrespective of their role, level or location within the

organisation.

At Viparis, to guarantee equal opportunities, each employee has a

training programme dedicated to his or her profession. The Viparis

Academy offers personalised training courses for all Viparis

professions. They are aimed at all the company’s employees, whatever

their position. They are designed to ease integration through

presentations that enable employees to get to grips with the Viparis

ecosystem; promote autonomy in the workplace through the

transmission of business methods and tools; ensure day-to-day skills

enhancement through customised training for each position; and enable

career development through training courses built over 2 to 3 years.

Career development

Internal mobility between functions is strongly encouraged and is

conceived as a collaborative process involving employees, managers

and the People teams. It gives employees a more in-depth

understanding of the Group’s various activities and priorities.

International mobility also helps employees to build and consolidate

networks and share best practices among the various regions. The

international mobility policy covers all mobility schemes, increases

awareness of the related benefits and provides full support to

expatriate employees and their families. In 2024, 2.7% of employees

made a lateral career move within the Group, 5.89% of employees were

promoted and O.95% of employees conducted an international mobility

assignment. The Group largely enhanced its career and development

planning processes thanks to succession planning, talent programmes

and the People Performance Programme. For more detailed

information, please see Section 3.2.3.1.3 Policies related to own

workforce (ESRS S1 -1)

The People Performance programme

The People Performance Programme aims at fostering regular

feedback within the Group and encouraging self-development and

objective thinking all year long by highlighting an “own your

development” approach. The cornerstone of the programme remains

the Objective Setting campaign at the beginning of the year with set

objectives in the categories of Business objectives, Sustainable

Business Transformation and People development which can be

adapted throughout the year. It is followed by a 360-degree feedback

approach, now happening in June, where every employee can benefit

from feedback for their professional development and growth provided

by their direct manager, colleagues, direct reports (if any) and functional

managers/reports (if any). The 360-degree feedback is based on the

corporate values of Boldness, Excellence, Teamwork, Ethics, Passion

and Ownership. It finishes with year-end reviews which are carried out in

a committee setting with presence of key leaders in the organisation to

ensure fairness and consistency in evaluating performance cross-

functionally. The programme results in an in-depth discussion of

employees’ annual performance, potential for professional growth and

retention. 1942 employees have been reviewed within the People

Performance Programme at the end of 2024 (scope: employees hired

before September 30 on a long-term contract).

Social dialogue

URW is a company with a relatively limited number of employees, so it

naturally reduces the complexity and scope of social dialogue within the

organisation. URW operates exclusively in countries with strict labour

laws. These laws provide robust guarantees for collective bargaining

and freedom of association. This regulatory environment ensures that

employees’ rights are protected and that any issues can be effectively

addressed through existing legal frameworks. Considering that, URW

maintains local mechanisms to guarantee communication channels

between URW and the employees in the countries it operates in.

3.2.3.1.4 Processes for engaging with own

workforce and workers’ representatives

about impacts (ESRS S1-2)

The URW People teams are organised around a small corporate team

led by the Group People Officer, comprising 3 centres of expertise

(Talent Management, Learning, Development and DEI, Compensation,

Benefits and International Mobility), and 5 regional People teams

implementing the Group policies.

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Social dialogue

Is directly under the responsibility of the Group People Officer who

reports to the CRSO (Management Board member). URW has a

European representative body since 2009, the EEC. The EEC meets at

least twice a year. This frequency enables the recurring subjects

mentioned below to be addressed. At the same time, the EEC can hold

additional meetings at the request of management or the majority of

employee representatives, if current events affect the European

operations. The meeting agenda is discussed jointly by management

and the EEC secretary. Members are then convened at least 7 calendar

days before ordinary meetings, and 3 calendar days before

extraordinary meetings. Social dialogue within the Group is covered by a

complementary approach for European countries, as it results from the

application of local regulations, which vary from country to country.

Nevertheless, the Group’s policy is to promote and encourage the

sharing of common actions and policies within the various bodies. The

EEC is thus provided annually with information regarding the market at

large and the Group’s economic situation (presentation of the Group’s

financial results, development and investment projects, etc.) and the

Group’s strategy, strategic transactions, sustainability roadmap, and

working conditions. For example, in 2024, the EEC was informed and

consulted on the Group’s strategy, evolving its organisation and

increasing its agility. The implementation of the new homeworking

policy was also discussed. This committee is also a forum for the

exchange of best practices within countries. In 2024, meetings provided

an opportunity to discuss ESG best practices (on 14 and 15 March) and

human resources priorities and objectives in the countries, as well as

Group strategy (on 24 May). The committee also discusses all issues

regarding the Group’s employees with implication at EU level. Through

workshops, it regularly contributes to the sharing of best practices

related to employment issues. In 2024, workshops on AI was held (14

and 15 March) and on the new remote working policy and social media

practice (21 and 22 November) . Although the Company is not subject to

the legal obligations regarding employee representation on the SB, the

Group is committed to employee dialogue and works with employee

representatives. In addition, since 2009, the EEC has received

information regarding the Group’s economic situation and has

discussed all issues regarding the Group’s employees. The Group also

organises various meetings on different topics with the Social and

Economic Committee on a monthly basis (in France), and the trade

union organisations representing each region.

Viparis also nurtures a regular and open dialogue with its Social and

Economic Committee regarding Viparis’ strategy, economic and

financial situation, social policy, working conditions and employment.

To get regular feedback, Viparis’ employees are consulted monthly via

surveys on recurring themes (autonomy, peer relations, management

support, commitment, workload, recognition, freedom of opinion), as

well as on an ad hoc basis (e.g. crisis recovery).

URW's approach to HR applies equally across the Group, no specific

cases have been identified as vulnerable and no human rights incidents

have been reported in 2024.

Health and Safety topics

The Group prioritises and integrates all aspects of H&S into the

Company’s policy, planning and operations. To this end, it strives to

promote a culture of wellness and sustainability, achieve regulatory

compliance and improve existing practices.

The Group’s Health and Safety Policy extends to all URW employees,

contractors and visitors, to the extent applicable, at its locations.

The Group’s commitment to H&S is reflected in various initiatives:

• Access to physical and mental wellness programmes and healthcare

resources for employees;

• Information and training to empower and educate employees at all

levels regarding H&S;

• Access to report accidents, near-misses, and potential instances of

non-compliance and related protocols for investigation and

appropriate corrective actions to the local H&S correspondent (in

France, the Health & Safety Committee of the Work Council), the

relevant manager or the local People teams (for employees);

• Proactive identification of hazards and implementation of appropriate

risk mitigation measures through the Group risk management

procedures;

• Collaborative approach with contractors and other third parties

regarding H&S;

• Benchmark and assess performance in relation to industry metrics

and best practices;

• Audits at regular intervals; and

• Integration of feedback from employees, contractors, and

stakeholders to drive continuous improvement.

Diversity, Equity & Inclusion

The Group recognises the importance of engaging with employees via 2

key levers: learning and DEI.

In line with URW’s Learning Policy, the global learning catalogue is

updated on the basis of regions' needs formulated by Human Resources

Directors of every region. This approach enables to respond to the local

needs while deploying the global roadmap. Customised mandatory

learning programmes are offered to all employees related to

compliance topics (cybersecurity, GDPR, compliance).

In alignment with the Group’s Better Places plan, the sustainability

learning strategy focuses on engaging and equipping all employees to

fully understand and contribute to URW’s mission and ambition. A

sustainability learning journey is proposed to raise awareness on

climate change and to upskill teams who are directly responsible for

implementing key components of the Better Places plan (SRI and Better

Places Certification).

Across all geographies, the Group has implemented Work Greener

programmes which enable employees to reduce the environmental

impact of their day-to-day work. The programme aims to make URW

offices more sustainable and environmentally friendly, by

implementing eco-friendly initiatives such as more effective waste

management, promoting responsible consumption, or encouraging

sustainable mobility. Since 2019, all of URW’s head offices have

delivered at least 1 Work Greener initiative.

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3.2.3.1.5 Processes to remediate negative

impacts and channels for own workers to

raise concerns (S1-3)

URW’s workforce can raise concerns through various channels:

• Speaking with their managers;

• Raise concerns to the local HR and/or Compliance team;

• “Pulse surveys” or “Flash questions”;

• Talent reviews; and

• The backbone of URW’s grievance mechanism is the Integrity Line, as

it provides a guarantee of confidentiality and the option to remain

anonymous, via a third-party independent mechanism. The process

for handling events reported through the URW Integrity Line is

explained in Sections 2.4.4 Compliance Programme, and 2.4.5 Anti-

Corruption Programme.

Given the rarity of complaints or grievances, and the potential variety of

issues that could be reported, there is no pre-determined remediation

process. It is the responsibility of the HR and/or Compliance Officer to

conduct any needed remediation.

Whistleblowing platform: Integrity Line

URW employees have the possibility to report to URW any alleged

violation or suspected wrongdoing of URW Code of Ethics, URW policies,

local laws and regulations. Concerns can be raised using the URW

Integrity Line link. URW enforces corrective measures based on the

gravity of reported incidents. All whistleblowing cases are addressed in

line with the URW Integrity Line and Whistleblowing Statement

(available on URW’s website). Additionally, the mechanism is regularly

reviewed to ensure its effectiveness.

In 2024, no major events were reported through the URW Integrity Line

on matters regarding URW’s workforce. It demonstrates URW’s

commitment to maintaining a high standard of integrity and ethical

conduct in its operation, specifically in addressing any material negative

impact on employees.

For more information on the Integrity Line, please refer to Section 2.4.4

Compliance Programme.

Through its Code of Ethics, URW is committed to strong ethical core

values when it comes to how the Group conducts its day-to-day

business in an ethical, transparent and fair manner. The Group has a

“zero tolerance” principle against all forms of unethical practices, such

as inappropriate, disrespectful or unlawful behaviour, harassment,

discrimination, corruption, bribery, influence peddling and human rights

violations. The Group’s compliance policies and procedures are founded

on a risk-based approach, in line with the industry and operational

compliance risks. Procedures are put in place to guide URW’s

employees in the implementation of the policies. At URW, every

employee is an ambassador of ethics and compliance values and rules.

The promotion of compliance awareness through a “tone from the top”

is an approach followed by the senior leadership as an

acknowledgement of the important role of ethics and compliance in the

Group business and to the collective commitment to do the right thing.

Viparis also falls within this approach by implementing its Code of

Ethics and a whistleblowing procedure to alert Viparis of any possible

infringement of its Code of Ethics or local legislation. This

whistleblowing procedure is accessible to different categories of

persons, such as employees, external staff (e.g. employees of service

providers) and occasional workers (e.g. temporary staff and trainees),

as well as direct and indirect suppliers.

Managers

Managers serve as the daily points of contact for employees to report

any alerts or concerns related to human resources topics. They are

responsible for addressing issues promptly and ensuring that all HR-

related matters are handled efficiently. By maintaining open lines of

communication, managers help foster a supportive and responsive

work environment.

Human Resources teams

In line with its Health and Safety Statement, in cases where a near-miss

or an accident took place, URW has established communication

channels that allow employees to report issues and seek remedy. URW

ensures open access to report accidents, near-misses, and potential

instances of non-compliance, and related protocols for investigation

and appropriate corrective actions to the local H&S correspondent, the

relevant manager or the local People teams.

Employees are encouraged to liaise directly with their HR teams to

report any alerts or concerns. HR teams ensure openness to engage in

discussions on topics related to DEI, training, personal development,

and work accommodations. HR teams are available to provide support

and guidance, ensuring that all employees have access to the resources

and opportunities they need to thrive. Whether it’s addressing specific

issues, seeking advice on career growth, or requesting accommodations

to enhance work conditions, employees can confidently reach out to

their local HR representatives to foster a more inclusive and supportive

workplace environment.

To ensure a skilled workforce, each region is responsible of liaising with

employees to ensure global objectives and individual development are

reached. The Corporate learning team are regularly in contact with the

local human resources as monthly calls are organized on learning

topics.

Employee representative bodies

Employees have the option to engage with their local employee

representative bodies or the EEC (if applicable) to address concerns,

identify areas for improvement, and provide constructive feedback.

These bodies serve as an additional channel to ensure that employee

voices are heard and that URW can continuously enhance its processes.

By collaborating with these representatives, employees can effectively

communicate their needs and suggestions, which will ultimately be

relayed to HR teams for further action and support.

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Health and safety

At URW, we are committed to maintaining a safe and healthy work

environment for all our employees. Our H&S processes are designed to

proactively identify, mitigate, and remediate any negative impacts on

our workforce. Here are the key components of our approach:

Identification and Remediation of Negative Impacts:

URW conducts with the help of the Group Bureau Veritas, regular risk

assessments and audits to identify potential H&S hazards in the

workplace (including the suppliers). These assessments help URW

implement preventive measures and address any identified risks

promptly.

URW has an incident reporting system that allows employees to report

any accidents, near-misses, or unsafe conditions. Each report is

thoroughly investigated, and corrective actions are taken to prevent

recurrence. This topic is under the responsibility of the HR department.

Continuous training programmes are provided to all employees to

ensure they are aware of safety protocols and best practices. This

includes crisis management, training, stress tests and regular safety

drills.

The Group has also relevant processes in case of emergencies (e.g.

chemical leaks).

Channels for Raising Concerns:

URW has established a confidential whistleblower hotline that

employees can use to report any concerns related to H&S, without fear

of retaliation. This hotline is managed by an independent third party to

ensure anonymity and impartiality.

Employees are encouraged to raise any H&S concerns directly with

their supervisors or the H&S department. We promote an open-door

policy to foster a culture of transparency and trust.

Regular surveys and feedback sessions are conducted to gather input

from employees on H&S matters. This feedback is crucial for

continuous improvement of our H&S processes.

Monitoring and Continuous Improvement:

URW have established H&S committees, namely in France and the UK

under legal local legislations. These committees meet a least once a

year to review safety performance, discuss concerns and recommend

improvements.

Based on URW global H&S audit results, the KPIs related to H&S are

monitored and reported to senior management. This ensures

accountability and drives continuous improvement in the Group’s H&S

practices.

By implementing these processes and providing multiple channels for

raising concerns, URW ensures that the H&S of its workforce is a top

priority.

3.2.3.1.6 Taking action on material impacts on

own workforce, and approaches to

managing material risks and pursuing

material opportunities related to own

workforce, and effectiveness of those

actions (ESRS S1-4)

Actions related to material topics are implemented across the Group to

all employees with a direct employment contract with URW (except

when stated otherwise).

3.2.3.1.6.1 Employee development and learning

To ensure a knowledgeable, adaptable and future-ready workforce,

URW offers a variety of learning to engage and upskill our employees

under the supervision of the URW Academy department. Sessions are

offered in a variety of formats, including digital, webinars, classroom

training, and small group workshops. While some mandatory learning is

required each year, most learning initiatives are offered on a voluntary

basis and targeted toward specific groups of employees.

By regularly monitoring specific KPIs, URW ensures progress towards

achieving Better Places targets. With a focus on the Group’s female

workforce, actions have been designed to increase the share of women

in senior management positions and build a diverse succession pipeline

across the Group to retain talent and promote equal growth for all.

• Advanced global inclusion learning offer in 2024:

- A custom digital learning module, designed to help employees

become more aware of and overcome unconscious biases and

implement best practices to promote diversity and inclusion across

the organisation, was deployed to all employees across the Group

via a mandatory learning path, with a total 90% completion rate;

The corporate learning team shares completion rate reports with

HR teams from each region to support and enable local follow up.

- As part of the global URW Manager Progamme, managers across

the Group were offered training on the legal framework around

discrimination and key strategies for managing and reducing

unconscious bias through a “Tools for Inclusive Management”

workshop;

- Hiring managers benefited from an e-learning module on URW’s

learning platform focused on reducing unconscious bias in

recruitment;

- As part of their onboarding path, all newcomers were requested to

attend the Group-wide “Supporting Inclusion at URW” unconscious

bias learning;

- Members of the MB and EC participated in a “Navigating the

Landscape of Harassments” seminar;

- Regions offered local diversity and inclusion learning, including

internally and externally-led panel discussions and seminars.

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- In 2024, the URW Manager Programme expanded across all

regions, introducing new modules like a strategic thinking

workshop and a seminar on team engagement and motivation.

- Newcomers continue to have a dedicated learning path,

encompassing key diversity, sustainability, safety and business

topics.

- All employees were assigned a mandatory digital learning path,

which included compliance, GDPR, cybersecurity, and diversity and

inclusion modules; 83% of employees completed the full

curriculum. Additionally, all employees were offered the

opportunity to join global webinars focused on topics such as

navigating change, using generative AI, understanding

sustainability in the fashion industry and (for Europe employees)

the impact of media in retail.Collectively, 1041 employees joined

these webcasts;

- URW continuously updates its learning offerings to ensure

employees are equipped to meet the Group’s objectives. In 2024, a

more curated approach was adopted, tailoring content to target

specific skills for the right audiences. The global catalogue

included topics such as strategic communication, productivity,

sustainability, technology, innovation, and business skills.

- To enhance well-being, URW launched a new global learning

programme focused on healthy high performance, offering tools

and resources to support well-being. Participants gained access to

a digital platform for personalised productivity and well-being

insights.

To ensure the effective roll-out and implementation of the Better Places

roadmap, URW deployed a dedicated sustainability training path.

Sustainability is at the core of the newcomer journey, embedded into the

onboarding path with digital learnings and experiences, including the

Climate Fresk and custom-designed development and operations

gamified learning sessions. All employees were offered the opportunity

to explore key sustainability topics with curated climate school learning

paths dedicated to understanding the science behind sustainability and

acting toward sustainability solutions. At the country level, local HR

teams are the principal point of contact for employees, ensuring

alignment with global objectives and responsiveness to individual

requests.Functional trainings were also provided to support strategic

sustainability commitments, including the Better Places Certification

and SRI, training 317 employees. By focusing on sustainability and

adaptability, they are equipping departments with the skills needed to

navigate the challenges of the Group’s transition plan effectively. This

proactive approach can help ensure that teams remain resilient and

capable of handling any changes that come their way.

Succession planning

A comprehensive succession planning is rolled out every year for

executive and leadership positions in the Group, both in Europe and in

the US, with a focus on corporate and regional functions. In 2024, 106

leadership positions and their identified successors were reviewed by

the MB at a dedicated Group Succession Planning review, preceded by

in-depth reviews done in every country, led by HR Directors and COOs.

Succession planning contributes to building a strong talent pool,

clarifying development opportunities for the identified successors, and

foreseeing possible career paths for them. Alongside the Succession

Planning review, Top Talent reviews are being carried out. All functions

and all levels of experience are considered. The objective of the reviews

is to get a comprehensive view of the talent pool for development and

retention purposes and work further to match talent with key positions

in the long run. During the 2024 Succession Planning review, 143 top

talents were identified, with consideration for potential defined as

business ability, leadership ability and aspiration.

Employee engagement and diversity

• During the 2024 Group-wide International Women’s Day campaign,

all employees received a series of messages, spotlighting the nearly

200 women across the Group who advanced their career in a new role

in 2023 and highlighting the female senior leaders from across the

Group who continue to drive the business and impact the teams.

Local teams also hosted a variety of gender-focused activities,

including town hall meetings, panel discussions, and access to

learning and resources;

• Throughout June, teams supported URW’s culture of inclusion by

shining the light on the LGBTQIA+ communities through activities to

foster dialogue, awareness and respect, promoting social and digital

diversity, and community events and celebrations;

• URW scored 93/100 in the French Index for Workplace Equality for

2023

(1)

and Viparis scored 94/100;

• The UK team received awards in 2024 from Working Families (see

above, in Inclusion Policies & Performance);

• In 2024, all employees who have set individual targets integrated

sustainability objectives into their annual STI plans. Initiatives and

targets aligned with the Better Places programme were developed in

collaboration with various departments, including Investment,

Development, Finance, Operations, Technical Management,

Marketing, Leasing, Legal, and Human Resources. A toolkit with key

examples of sustainability targets is shared across the Group; and

• In 2024, the mental and physical well-being of employees continued

to be prioritised through the delivery of the Group’s “Your Well-Being”

framework. Global and local initiatives, focused on the framework’s

3key areas – Healthy Culture, Healthy Minds and Healthy Bodies, are

outlined below.

(1) https://egapro.travail.gouv.fr/consulter-index?query=UNIBAIL.

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- Healthy Culture includes work-life balance, collaboration,

Company values and supportive leadership.

• URW is committed to fostering an increasingly dynamic in-

person working culture, supporting quality interactions, inspiring

creativity and seizing the full potential of our activities and

teams. Flexibility and agility are at the core of our collective

success and URW’s approach enables each team member to

work remotely occasionally 1 day a week. For the second

consecutive year, a specific question related to the definition if

well-being was included in the objective setting process to

encourage conversation between employees and managers.

Viparis has developed a culture of well-being and care for its

employees, reflected in the Better at Heart pillar of its

sustainability strategy and in its HR policy;

• Best practice and policies to support a positive and healthy work

environment: the Group signed the Parenthood Charter. Working

parents' training takes place in France and the UK; and

• As part of its global URW Manager Programme, the Group

continued to offer workshops to equip managers with both a

deeper understanding and practical tools in order to more

confidently navigate complex well-being conversations,

including practices that support an empathetic and humanistic

approach.

- Healthy Minds involves mental health resilience, mindfulness and

flexible thinking. Mental well-being support is offered in all

regions, such as training sessions, crisis support, subscriptions to

the leading meditation and mental health app, or Employee

Assistance Programmes, with plans to improve the offer in all

countries.A collection of mental well-being resources, including

education and tips, was curated and shared globally for World

Mental Health Day in October.

- Healthy Bodies focuses on the physical aspects of well-being.

Healthcare insurance is offered to all employees, with a number of

regions also offering flu vaccinations, eye examinations and full health

screenings. In all regions, employees are encouraged to exercise more,

with free gym facilities or subsidised daily gym classes with a trainer or

walking challenges (France, Spain, Germany and Austria).

In line with the “Be You at URW” charter, the Group’s D&I commitment –

Be You at URW – focuses on all forms of diversity in the workplace and

hinges on a basic principle: being proud, being unique, in an environment

that ensures all employee feel safe and supported enough to be the best

of themselves. More specifically, in our Better Places plan, our

commitment to D&I is to grow a diverse, skilled and engaged

community of employees to lead sustainable change. Specific

processes as setting objectives campaign and mid-year reviews enable

to review individual learning needs.

3.2.3.1.6.2 Social dialogue

This year, staff representatives have been closely involved in decisions

relating to the Group’s economic activity and the work organisation,

especially on, well-being, digitalisation and purchasing power. A total of

41 agreements are currently signed or in force with trade unions in

France (including Viparis). These agreements cover a variety of topics

such as gender equality, senior and youth employment, working time

flexibility and mandatory annual collective bargaining. As of December

31, 2024, 50% of employees were covered by a collective agreement.

Various meetings are organised by the Group with the works councils

and trade unions (there are variations at local levels according in some

cases to the different applicable local regulations).

In 2024, topics discussed by the EEC include URW’s homeworking

policy, inclusion (maternity leaves/parenthood management), the

Group’s restructuring approach, talent retention, work-life balance

management, processes optimisation opportunities, learning and

development, and CSRD implementation. The EEC’s involvement

underscores URW’s commitment to transparency in the pursuit of its

sustainability targets and involving employees into the implementation.

The CSRD topic has also been addressed by the French local employee

committee.

Health and safety

As part of URW's mission for continuous improvement, the H&S action

plan for 2025 is as follows:

• As part of the 2025 risk management strategy, a “deep dive” risk

review on H&S is to be conducted in H1 2025, to assess and

(strengthen where necessary) URW’s current global H&S

arrangements including a review of the roles and responsibilities (and

impacts following the recent regionalisation/reorganisation), policy/

procedures, audits and training across all levels and activities. This

will be presented to the URW SE A in July 2025 and a further action

plan will be identified during this review (depending on findings).

• The introduction of deep-dive health, safety and environment ("HSE")

audit on URW’s operating assets as an additional layer of compliance

monitoring to the existing external HSE audits.

• The implementation of a revised HSE training plan for employees,

with updated materials, delivery platform and increased frequency of

course completion - the 9 key topics covered are H&S introduction,

fire safety awareness, environmental, HSE audit, hazardous

chemicals, water management and legionnaires' disease, work

equipment and mandatory inspections, and asbestos, air quality and

management.

For more detailed information on related metrics, see Section 3.2.3.1.14

Health & Safety metrics .

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3.2.3.1.7 Targets related to managing material

negative impacts, advancing positive

impacts, and managing material risks

and opportunities (ESRS S1-5)

The Better Places roadmap has been actively shared and discussed

with employee representative bodies and the workforce at large. This

has been achieved through sustainability roadshows conducted in all

regions and countries where URW operates. These roadshows served

as interactive platforms where employees deep dived into the

roadmap’s objectives, asked questions, and provided feedback. By

engaging directly with the workforce, URW strived to ensure that

employees were not only informed but also involved in the Company’s

sustainability journey. This approach aimed at fostering a sense of

ownership and commitment to achieving the Better Places goals. In line

with the Better Places roadmap’s Thriving Communities pillar, the

Group objective is to constitute an internal community of sustainability

and diversity change makers with the following targets to achieve,

covering all employees:

• Annually, 100% of URW employees

(1)

have at least 1 annual

sustainable business transformation objective. Through the Group’s

annual objective setting process, every employee defines a set of

objectives, which reinforce URW’s strategic goals while aligning with

specific functional priorities. This includes 1 sustainable business

transformation objective that supports URW’s Better Places plan and

ensures the Company’s sustainability targets are rolled out across

all functions. A reference guide is provided to all employees to

support the creation of impactful objectives;

• Annually, a minimum of 95% of URW employees complete a

sustainability course. To better equip employees to deliver on URW’s

sustainability agenda, every employee is upskilled on sustainability

topics through a variety of learning initiatives, ranging from beginner

level courses available to all employees to expert level training for

specific functions.

• Maintain 40% of senior management positions held by women.

Promoting gender diversity and ensuring equal growth opportunities

for all employees is one of the Group’s key diversity and inclusion

priorities. Setting a specific senior management target compels the

Group to implement actions that support maintaining this level of

female representation. By doing so, URW aims to build a diverse

succession pipeline, retain talent, and create a more balanced and

dynamic leadership team.

Each year, the Group People Officer and HR teams prepare a

comprehensive recap of the main HR highlights. This summary

contextualises improvement areas, celebrates key achievements, and

outlines upcoming initiatives for the next year, providing a clear

overview that supports strategic planning and continuous improvement

within the HR function. On top of that, regular communications are

dedicated to updating employees on the progress against targets.

These updates not only keep everyone informed about the current

status and achievements but also create a platform for open discussion

and feedback. By fostering an environment where employees can

engage in meaningful debates, URW strives to ensure transparency and

encourage a collaborative approach to meeting the Group’s goals. This

continuous dialogue helps align individual efforts with the

organisation’s objectives, driving collective success.

(1) All employees having formalised objectives in the Group Human Resources performance assessment tool.

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3.2.3.1.8 Characteristics of the undertaking’s employees (ESRS S1-6)

The Group tracks all its employees through Workday, its global HR information system. On this KPI, there is no global consolidation, its is an extract

form Workday. The process and the KPI are annually audited by the external auditors. Based on a report as of December 31, 2024, the Group has

2,410 employees, of which 54.8% are women and 45.2% are men. For the last 3 years, women represented on average 54% of the total workforce,

with an even distribution throughout the countries in which the Group operates. For more detailed information on the headcount and personnel costs,

please see Note 11, Employee Remuneration and Benefits.

Tables: information on employee headcount by country, gender and type of contract, as of December 31,

2024

(1)

Table 1. Employee headcount by gender

Gender Headcount

Male 1,089

Female 1,321

Other / not reported

(1)

Total employees

2,410

(1) (No employee self-reported as "neutral" or "other" gender in the URW population, this

category is therefore not mentioned in the above table. All countries where URW

operates are presented in this table.

Table 2. Employee headcount by country

Year-end 2023

Year-end 2024

France (incl. Viparis) 1,008 977

USA 438 380

Germany 433 372

United Kingdom 239 210

Spain 125 105

Sweden 87 82

Poland 81 75

The Netherlands 64 65

Czech Republic 63 62

Austria 63 52

Italy 10 10

Denmark 13 12

Slovakia 7 8

Total URW Group 2,631 2,410

Table 3. Employees by contract type and gender

 Female Male

Total

Headcount 1,321 55% 1,089 45% 2,410

• Permanent 1,259 54% 1,053 46% 2,312

• Temporary 62 63% 36 37% 98

• Non-guaranteed hours

(1)

26 76% 8 24% 34

• Full time 1,233 53% 1,083 47% 2,316

• Part-time

88 94% 6 6% 94

(1) For information only, already included in the total headcount

(1) Source: Workday.

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TABLE 4: HEADCOUNT BY CONTRACT TYPE AND REGION

 Southern Europe Central Europe Northern Europe UK US

Total

Headcount

(1)

1,092 45% 569 24% 159 7% 210 9% 380 16% 2,410

• Permanent

(2)

1,034 45% 555 24% 142 6% 201 9% 380 16% 2,312

• Temporary 58 59% 14 14% 17 17% 9 9% 0 0% 98

• Non-guaranteed hours

(3)

0 0% 0 0% 0 0% 0 0% 34 100% 34

• Full time 1,075 46% 515 22% 143 6% 204 9% 379 16% 2,316

• Part-time

17 18% 54 57% 16 17% 6 6% 1 1% 94

Southern Europe: France, Spain, Italy. Includes corporate employees

Central Europe: Germany, Austria, Czech Republic, Poland, Slovakia

Northern Europe: Sweden, The Netherlands, Denmark

(1) Source: Workday

(2) Employees who have an open-ended contract with URW as opposed to fixed term contract.

(3) Non-guaranteed hours refer to employment contracts that do not promise a minimum or fixed number of working hours.

TABLE 5: HEADCOUNT BY GENDER AND BY COUNTRY

By gender and by country for countries in which the undertaking has 50 or more employees representing at least 10% of its total number of

employees. Average headcount in 2024 is 2,541 employees.

Country Female Male

Total

France 537 440 977

Germany 188 184 372

United States of America 206 174 380

Total 931 798 1,729

TABLE 6: RECRUITMENT AND EMPLOYEE TURNOVER

The table below sets out all employee hires and departures, expressed in headcount and as a proportion of the total number of employees at the start

of the year considered.

2023 movements

2024 movements

Headcount % of total

Hires 596 100% 358 100%

• Permanent 458 77% 278 78%

• Fixed-term 83 14% 50 14%

• Apprentices 55 9% 30 8%

Departures 625 100% 579 100%

• Involuntary 385 62% 341 59%

- Dismissal 139 22% 141 24%

- End of probation 34 5% 23 4%

- Retirement 18 3% 14 2%

- Mutual agreement 61 10% 47 8%

- Expiry of fixed term* 88 14% 100 17%

- Outsourcing* 45 7% 16 3%

• Voluntary and other 240 38% 238 41%

- Resignation 238 38% 237 41%

- End of probation 0 0% 0 0%

- Retirement 0 0% 0 0%

- Death 2

Turnover

(1)

19.4% 18.6%

(1) Calculated as the sum of all departures, except those marked with an asterisk above, divided by the permanent headcount at the start of the reporting period (2,541 and 2,489

for 2023 and 2024 respectively).

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3.2.3.1.9 Characteristics of non-employees in the

undertaking’s own workforce (ESRS S1-7)

The reporting requirements for data on non-employees are being

gradually introduced, as they benefit from a phased-in approach. This

means that for the year 2024, data on non-employees is not required to

be included in the reported scope.

3.2.3.1.10 Collective bargaining coverage and

social dialogue (ESRS S1-8)

Please refer to Section 3.2.3.1.4 Processes for engaging with own

workforce and workers’ representatives about impacts, for more

detailed information.

An agreement relating to the involvement of the employees has been

signed, creating a representative (the EEC) which is which will be a legal

entity and will be responsible for representing the employees.

2024 Coverage Rate

Collective Bargaining coverage Social dialogue

Employees – EEA (for countries with

more than 50 employees representing

more than 10% of total employees)

Employees – non-EEA (estimate for

regions with more than 50 employees

representing more than 10% of total

employees)

(1)

Workplace representation (EEA only)(for

countries with more than 50 employees

representing more than 10% of total

employees)

(2)

0–19% USA

20–39%

40–59%

60–79%

80–100% France Germany

France

(1) Note 1: UK is no longer in scope (below the 10% threshold)

(2) Note 2 : Germany's social dialogue is at European Council representation level only

3.2.3.1.11 Diversity metrics (S1-9)

Workforce as of December 31, 2024

2023

2024

Headcount % of total

Age

< 30 543 20.6% 466 19.3%

30 to 50 1 567 59.6% 1 466 60.8%

> 50 521 19.8% 478 19.8%

PROPORTION OF MANAGEMENT-LEVEL POSITIONS HELD BY WOMEN

Previously (from 2020 to 2023), a senior management-level position in URW was defined as positions at level 15 and above, plus any member of a

country (or regional) management team below level 15 (including MB members of URW SE and URW NV). From January 1, 2024, due to the

regionalisation of the Group's organisation, the definition of senior management had to be adjusted to the new organisation without Country

Management Teams. It has therefore evolved to active employees in positions graded 15 and above (120 roles in 2024, excluding Viparis), plus any top

regional role graded 14 in Marketing, Shopping Centre Management and Westfield Rise, and any top country role graded 14 in Leasing, Legal, Design

and Construction (11 additional roles in total in 2024).

The proportion of women in the Senior Management increased from 42.5% at year end 2023 to 44.3% at year end 2024, reflecting significant efforts in

promoting and hiring women at senior levels.

The middle management definition has been adjusted accordingly, and now includes all other positions graded 12 to 14. As a result, the population is

slightly larger as of December 31, 2023. The proportion of females in this population is stable, at 47.1%.

2023

2024

Total Held by women Held by men

Senior management level 160 68 42.5% 92 57.5% 131 58 44.3% 73 55.7%

Middle management level 699 322 46.1% 377 53.9% 664 313 47.1% 351 52.9%

In Viparis, the senior management level is defined as any position at level 14 and above (N-1 Excom, Site Directors, SERVEX Directors, Viparis

Emotions Director). As of 31/12/2024, 44% of senior management positions are held by women.

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3.2.3.1.12 Persons with disabilities (ESRS S1-12)

At the end of the year 2024, the Group counts 1%

(1)

of employees recognised as workers with a disability status among which 54% are women and 46%

are men. URW is a signatory of the French Manifesto for the inclusion of disabled people into economic life.

Viparis is a signatory of the French Diversity Charter, and signed an agreement with authorities on disability, including recruitment, job adaptation

measures, information, administrative assistance and a personalised support hotline, and awareness-raising initiatives.

3.2.3.1.13 Training and skills development metrics (ESRS S1-13)

PERCENTAGE OF EMPLOYEES THAT PARTICIPATED IN REGULAR PERFORMANCE AND CAREER DEVELOPMENT REVIEWS BY GENDER

2024

Total number of employees that participated in performance reviews 2,297

Proportion of employees that participated in performance reviews

(1)

95.3%

Proportion of female employees

(1)

94.8%

Proportion of male employees

(1)

96%

(1) Based on average headcount for the year, including Viparis (see Section 3.2.3.1.8 Characteristics of the undertaking’s employees).

AVERAGE NUMBER OF TRAINING HOURS PER EMPLOYEE AND BY GENDER

Total training hours attended by employees on permanent and fixed-term contracts.

2023

2024

Total hours attended 50,711 37,623

Average number of hours per employee

(1)

19 14.8

Average number of hours per female

(1)

19 14.8

Average number of hours per male

(1)

19 14.9

Total people trained

2,848 2,384

(1) Based on average headcount for the year of 2,541 employees including Viparis

3.2.3.1.14 Health and safety metrics (ESRS S1-14)

ACCIDENTS

Accident type 2023

2024

Work-related incidents causing injury 13 5

Work-related incidents causing death 0 0

All URW employees are covered by a local Health & Safety

management system.

The Group pursued its risk prevention training strategy in 2024, with a

focus on “HR management” training. These sessions raise new

managers’ awareness of collaborative management and of internal HR

processes. These sessions are provided by the HR team and aim to

develop a common learning culture. Training on psychosocial risks have

also been provided to new managers throughout the year.

• Absenteeism is monitored in each region and information is sent to

management on a regular basis; and

• Causes of work-related accidents are analysed and measures are

taken to prevent them from recurring. Injury frequency and severity

rates in 2024 were 1.17% and 0.01%, respectively. In 2024, sick leaves

represented 14,901 working days (2.65% of total working days) and

days of absence for work-related/commuting accidents or illness

represented 106 working days (0.02% of total working days).

For data on the fatality that occurred on one of URW’s construction sites

in 2024, please see Section 3.2.3.2.6.2 Health and safety.

In 2024, there was a fatal incident involving a worker on site

(subcontractor’s employee) at the Triangle Tower project. The Health

and Safety Coordinator (CSPS) in charge of the site has approved the

resumption of formwork and stripping activities from October 7, 2024,

which were suspended following the accident on September 24, 2024.

In agreement with the CSPS, activities not affected by the accident

resumed on September 25, 2024. The URW project team, along with the

General Contractor, conducted a thorough investigation to ensure that

all health and safety protocols were properly enforced. The detailed

analysis of the incident was used to enhance anticipation mechanisms

and reinforce existing protocols and health and safety standards on site.

(1) Percentage calculated by dividing the number of employees recognised as disabled and under contract in the reference year (information reported in the HR reporting tool and

by the HR departments of the countries) by the total headcount as of December 31 of the same year.

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OCCUPATIONAL HEALTH AND SAFETY

2023

2024

Number of

working days Ratio

Number of

working days Ratio

Lost days for work related injuries 779 0.13% 106 0.02%

Lost days for work-related ill health and fatalities from ill health

(1)

0 0% 78 0.01%

Lost days for occupational disease 0 0% 0 0%

Lost days for sick leave 13,415 2.26% 14,901 2.65%

Lost days work-related mental illness 130 0.02% 776 0.14%

Lost days for personal/ family events 3,262 0.55% 1,761 0.31%

Total

17,587 2.96% 17,621 3.13%

The ratios above are calculated in working days: total number of missed (absentee) days in the year considered/(average working days in the year multiplied by the average

headcount during the year).

(1) Note that the number of cases of recordable work-related ill health is subject to legal restrictions on the collection of data.

3.2.3.1.15 Remuneration metrics (pay gap and total remuneration) (ESRS S1-16)

Gender pay gap

The Group unadjusted gender pay gap, calculated as the difference between average male and average female hourly salary (including base salary,

on-target incentive and the IFRS value of any LTI awards in 2024), expressed as a percentage of the average male hourly salary, is 30.1% for

employees present as of December 31, 2024. This pay gap is largely due to a higher proportion of males at senior levels and females at support and

operational levels. When calculating an adjusted pay gap (comparing male and female salaries in the same country, with the same job grade), the

average pay gap reduces to 4.5%. When also comparing on a like-for-like basis (same country, same grade, same work experience,) the pay gap

further reduces to 3.1%.

2024

Gender pay gap 30.1%

Adjusted pay gap (same country, same grade) 4.5%

Like-for-like pay gap (same country, same grade, same experience) 3.1%

With the progress towards promoting and hiring senior females, as well as the remuneration policy in place, the Group is confident that the

unadjusted gender pay gap will keep reducing in the years ahead.

Total remuneration ratio

To comply with CSRD requirements, a pay ratio has been calculated on the basis of information available globally, i.e. base salaries, target incentives

and the IFRS value of Long-Term Incentives. The calculation scope is all Group employees present at year end 2024, excluding interns and

apprentices. All salaries have been converted to Euros on the basis of the 2024 average exchange rates. With this approach, the Group CEO's total

remuneration ratio is 50.4 to the median and 32.8 to the average total remuneration. This ratio is subject to variations that are not only due to

evolutions in the CEO's remuneration vs. the group remuneration policies, but also variations in the Group's international footprint, its organisational

model, and fluctuations in the exchange rates. It does not take account of other benefits such as pensions, insurance, perquisites, etc, which are not

available globally, and not material compared to the remuneration elements used in this calculation. The Group will look at refining his approach in

the future.

3.2.3.1.16 Incidents, complaints and severe human rights impacts (ESRS S1-17)

In 2024, there have been no incidents, complaints, fines or severe human rights impacts within URW’s operations and workforce. URW will strive to

continuously strengthen its internal prevention and mechanisms and commitment to human rights.

3.2.3.2 Workers in the value chain (ESRS S2)

3.2.3.2.1 Interests and views of stakeholders (ESRS 2 SBM-2)

Information on the way URW addresses stakeholders, including value chain workers, can be found in Section 3.2.1.3.2 Interests and views of

stakeholders.

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3.2.3.2.2 Material impacts, risks and

opportunities and their interaction with

strategy and business model (ESRS 2

SBM-3)

URW’s strategy and business model are intrinsically linked to the

welfare of value chain workers, encompassing various IROs. URW’s

impacts and dependencies on its value chain workers are multifaceted.

These relationships encompass a broad range of activities,

resources,and interactions essential to URW’s business model,

involving both maintenance (e.g. cleaning, security/safety, facility

maintenance) and construction workers. In turn, URW’s policies and

practices directly influence the working conditions, job offerings in the

value chain, and overall well-being of these employees.

The Company’s material impacts focus on enhancing working

conditions and proactively addressing potential human rights violations.

By implementing robust policies and proactive measures, URW can

further mitigate risks and reinforce its position in this area. The risks

associated with breaches affecting value chain workers include legal,

financial and reputational consequences, which could also negatively

impact partnership opportunities for URW.

Construction workers is the category of workers in the Group’s value

chain that is most significantly impacted, due to risks related to H&S,

forced labour and undeclared work, they have been identified as the

most vulnerable group to material negative impacts within URW’s value

chain.

S2 – WORKERS IN THE SUPPLY/VALUE CHAIN

As part of its purchasing risk mapping, URW evaluated modern slavery

risks using the Global Slavery Index and assessed human rights risks

through a combination of the Global Freedom Index, the Global Rights

Index, the Child Labour Index, the Gender Equality Index and the Human

Development Index. In 2024, the main construction sites of URW were

located in Germany and in France. The assessment revealed no

significant risks in the countries where URW operates or sources the

majority of its commodities.

Please see Section 3.2.1.4.1 Description of the process to identify and

assess material impacts, risks and opportunities, and Section 6.1.2

Group Enterprise Risk Management framework, respectively for more

detailed information on the double materiality analysis and the risk

identification process.

For more information on URW’s approach to promoting positive impacts

on value chain workers, please refer to 3.2.3.2.3 Policies related to

value chain workers. For more detailed information on URW's

management of negative impacts and risks please refer to Section

3.2.3.2.5 Processes to remediate negative impacts and channels for

value chain workers to raise concerns.

For more information on URW’s supply chain, please refer to Section

3.2.4.3 Management of relationships with suppliers.

3.2.3.2.3 Policies related to value chain workers

(ESRS S2-1)

The Code of Ethics clearly outlines the Group’s commitment to

protecting fundamental human and labour rights, as well as

maintaining high H&S standards. Additionally, URW addresses material

IROs related to value chain workers through a comprehensive set of

policies on human rights, modern slavery, responsible procurement,

and H&S. These policies reflect URW’s dedication to upholding the

highest standards in these areas.

By adhering to strict human rights standards and H&S procedures,

URW aims to mitigate risks, protect operational integrity and ensure

sustainable business practices throughout its value chain. This

commitment not only safeguards the Company but also promotes

improved working conditions, benefiting value chain workers and

enhancing their welfare. Clauses and contractual commitments

expected from suppliers to prevent risks are described in Section 3.2.4.3

Management of relationhips with suppliers.

As for geographies, URW operates in 11 countries in Europe and the US.

Each of these regions has its own unique labour laws and regulations,

and URW is committed to complying with all local laws and standards in

its operations. URW ensures compliance with laws and regulations,

guarantees human rights and prevents forced and child labour.

Committed to its Modern Slavery Statement, URW aims to eliminate

such practices in its supply chain, upholding labour dignity and human

rights principles.

All these commitments are part of the Group’s Risk Management

Policy, which means that the approach to risk assessment and due

diligence is based on the evaluation of any violations with respect to

corruption, human trafficking and modern slavery. Any red flags

identified are escalated with the Compliance department. Internal Audit

is regularly evaluating the correct application of General Purchasing

Conditions, and to the extent applicable, of the Responsible Purchasing

Charter’s clause, in contracts and the due diligence carried out on

providers.

URW

Upstream

Employees of on-site

contractors (cleaning,

maintenance, etc.)

Downstream

Employees of retailers

on-site only

Worksite workers

(from Tier-2 to Tier-N)

Worksite workers

(from Tier-2 to Tier-N)

General

contractor

(Tier-1)

Construction

companies

(Tier-1)

Construction sites

Workers in charge of the production of building

construction materials & equipment

Standing assets

URW’s direct responsibility

URW’s indirect responsibility

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The policies outlined below are jointly overseen by the CRSO and the

Group General Counsel. H&S, as well as human rights topics, are also

supervised by the MB to a certain extent. The PMPS, Sustainability,

Compliance, Legal and Construction departments form the backbone of

the implementation process.

3.2.3.2.3.1 Human rights

General approach on human rights

The Group recognises that its operations can have direct and indirect

impacts on human rights and remains committed to make all

reasonable endeavours in anticipating and mitigating risks as well as

ensuring a positive contribution to the communities where URW

operates. URW’s Human Rights Policy (see the latest version on URW’s

website) reinforced the commitment adopted in 2004 by signing the

UNGC. It applies to all employees, entities and operations under the

umbrella of URW, including subsidiaries and joint ventures. Contractors,

clients, visitors, suppliers and business partners are to be fairly treated

in line with the principles of the policy. The Group is dedicated to

upholding human rights principles throughout its supply chain from

corporate headquarters to individual project sites, ensuring consistency

and alignment with its core values. The policy is based on and aligned

with international human rights texts and principles

(1)

The Group’s ERM framework and Risk Management Policy cover

compliance with human rights for workers in the value chain. As

outlined in URW’s Human Rights Policy, human rights risks are captured

in the annual Group risk assessment. The purpose of URW’s human

rights due diligence is to ensure that URW effectively identifies,

assesses and addresses potential human rights risks and impacts

associated with its operations, when deemed necessary and material

through a risk assessment. It is based on multiple complementary

internal mechanisms and aims to align with international standards to

promote respect for human rights and uphold the Group’s corporate

responsibility.For example, main tenders are subject to a “Know Your

Partner” screening process, and all contracts require the acceptance of

the Group’s General Purchasing Conditions, including provisions on

human rights and labour standards based on the ILO conventions and

international human rights standards. Specifically for the UK, URW

enforces a scoring matrix as part of its modern slavery due diligence,

based on a dedicated questionnaire to assess suppliers against multiple

criteria related to subcontractors, modern slavery and labour rights.

The Group aims to continuously raise the level of vigilance and

strengthen its procedures to identify, prevent, mitigate and remedy any

human rights impact in its supply chain. The Integrity Line offers a

transparent and confidential channel for all external stakeholders,

including value chain workers, to report any infringements related to

URW. This mechanism enables URW to engage with suppliers, enforce

corrective actions, or terminate business relationships as

Modern slavery and human trafficking

Although, as noted in the Global Slavery Index’s findings

(2)

, the countries

in which the URW Group currently operates are rated as low to

moderate in terms of the risks of incidences of modern slavery (relative

to other geographies), URW’s Anti-Slavery and Human Trafficking

Policy outlines a zero-tolerance approach to all modern forms of

slavery and human trafficking, reflecting URW’s commitment to acting

ethically and with integrity in all business relationships. URW aims at

taking steps to identify, understand and address the risks of forced

labour and human trafficking in all its operations and supply chains as

well as raising awareness with business partners and undertaking such

due diligence as is necessary on its supply chain. The prevention,

detection and reporting of incidents in any part of URW’s business or in

its supply chains is the responsibility of all those working for URW or

under its control as the Group makes all reasonable endeavours to

implement and enforce effective systems and controls to mitigate the

occurrences of forced labour and human trafficking anywhere in URW’s

business or in any of its supply chains. Standard supply contracts used

by URW include provisions which are specifically targeted at

combatting the risk of all modern forms of slavery and human

trafficking taking place in URW’s supply chain. In addition to the clauses

that are mandated by the General Purchasing Conditions (as discussed

in Section 3.2.4.3 Management of relationships with suppliers),

standard corporate contracts also include clauses that may require a

bidder to:

• Specify each subcontractor’s management methods (such as project

monitoring and work acceptance);

• List the subcontractors (including each company’s name, purchase

price, selling price and services provided);

• Describe its methodology for initiating contract implementation and

the various tools for making the most effective use of human

resources (including comments on internal and/or geographic

changes, and proximity to the bidder’s other sites);

• Set out its trade training and other programmes, including the

scheduling, organisation and frequency of such training;

• Explain its policy for integrating hard-to-place individuals

experiencing social or work-related problems;

• Provide details as to its human resources costs (such as hourly

wages and total hours per month/year and confirmation that all

employees receive minimum legal wage payments and benefits); and

• Report any concerns or offenses via URW’s Integrity Line, which is

referenced in all contracts between URW and its goods and services

providers.

(1) The International Bill of Human Rights (Universal Declaration of Human Rights, the International Covenant on Civil and Political Rights, and the International Covenant on

Economic, Social and Cultural Rights), the UNGC, the OECD Guidelines for Multinational Enterprises, the UNGPs, the ILO Declaration on Fundamental Principles and Rights at

Work, the ILO Fundamental Conventions, the United Nations Convention on the Rights of the Child, the UN Women's Empowerment Principles, the Standards of Conduct for

Businesses, as well as the United Nations Declaration on the Rights of Indigenous Peoples.

(2) https://www.walkfree.org/global-slavery-index/map/

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More detailed information can be found in URW’s Modern Slavery

Statements, on its institutional website

(1)

as well as on the public

registers in Australia

(2)

and in the UK

(3)

3.2.3.2.3.2 Health and safety

URW’s Health and Safety Statement complements national policies,

procedures, practices and objectives aimed at safeguarding the H&S of

people in the workplace. This document explains how URW strives to

protect the H&S of its employees, contractors and, to the extent

applicable, the visitors in its shopping centres. It provides clear

information and guidance to all parties involved in URW’s business on

their roles and responsibilities for H&S, as well as the initiatives that are

in place to support them. For more details on URW’s policies related to

the H&S of workers in the value chain, please see sub-section "Health

and safety" in Section 6.2.2.4 Category #4: security, health and safety

risks.

Health and safety on work and construction sites

URW oversees its work and construction sites through 2 distinct

approaches, depending on whether it delegates site coordination to a

general contractor or assumes the role of general contractor itself:

(a) The construction contractors overseen by the Construction

Management Contractor are contractually required to make the

necessary provisions for site safety and comply with the relevant

H&S legislation. The Management Contractor’s teams develop the

technical requirements provided to contractors within the

tendering process. These include specific safety requirements, as

well as the applicable H&S standards a successful bidder must

comply with. Tender submissions that do not comply with the

technical requirements and the applicable H&S standards are

disqualified from the tendering process. As clearly set out in all

contracts signed by URW and construction companies, H&S

Coordinators are appointed in various countries where the Group is

active. They are employed by the Construction Manager, with a

principal function to coordinate H&S matters between the various

stakeholders.

(b) When URW acts as the General Contractor, the Group manages

construction site safety by setting up a dedicated project team and

assigning specific responsibilities to individual team members.

They have stringent requirements for subcontractors, which

include demonstrating worker competence, ensuring proper site

supervision and management, and overseeing subcontractor

design. Specific hazards such as asbestos, lifting operations,

temporary works, excavations, hot works, higher risk activities, and

working at height are meticulously managed. On-site provisions

include welfare facilities, site inductions, incident management and

coordination, and the establishment of site security. Additionally,

URW carefully selects and manages subcontractors through a

process that involves site communications, monitoring, reviewing

and agreeing on method statements, and maintaining proper site

conduct.

Health and safety in standing assets

The Group has drawn up an appropriate H&S risk management policy,

reinforced in 2023 by the release of the URW Health and Safety

Statement

(4)

, which includes rules and guiding principles at Group level,

supplemented at a local level by procedures that comply with local

regulations. The main areas covered by the Group’s H&S risk

management policy are air and water quality, asbestos, air pollution,

Legionnaires’ disease, technical and safety installations, and fire

extinguishing and alarm systems. URW also establishes multi-year

contracts with service providers. These contracts include standard

clauses, for instance on H&S and working conditions, for the employees

of the service providers. URW’s approach to H&S in standing assets

prioritises the well-being of employees from multi-services, technical,

and safety contractors. Additionally, fire safety measures encompass

all employees working on-site, including those employed by tenants in

stores.

This Group policy includes, in particular, an annual review of H&S risks

at standing assets for both European and US platforms by the GRC, and

the inspection and continuous improvement of buildings and their

technical equipment liable to have an impact on the environment or on

personal safety. Technical documentation on regulatory maintenance

and testing is also kept up-to-date and made available at each site.

Policy monitoring is conducted by on-site teams and checked every year

by external auditors or internal management. Since 2012, URW has

worked with Bureau Veritas, one of the world’s most distinguished

leaders in testing, inspection and certification services, to attest to the

implementation of very strict standards regarding H&S within its

assets. In Europe, an independent third-party audit is carried out every

year, to assess H&S risks for building visitors and occupants at the

assets that are owned and managed by URW (Shopping Centres, Offices

and Convention & Exhibition centres)

(5)

, based on a framework that

incorporates both external regulations and Group policies. This audit

awards the site one of 4 overall scores which reflect the extent to which

H&S risks are being controlled:

A. Satisfactory risk management and control;

B. Satisfactory risk management and control, with improvements still

needed for certain indicators;

C. Records of areas of non-compliance requiring the implementation of

corrective actions; or

D. Unsatisfactory risk management and control.

A personalised action plan, monitored on a daily basis by operational

teams, is systematically updated following each assessment in order to

improve the quality of risk control as part of a process of continuous

improvement. If a “D” rating is given, a second assessment is carried out

in the month following the audit to check that all corrective actions

identified have been implemented.

(1) https://www.urw.com/en/csr/csr-documents, please see the dedicated section on Modern Slavery Statements.

(2) https://modernslaveryregister.gov.au/statements, please search “Unibail-Rodamco-Westfield Group”.

(3) https://modern-slavery-statement-registry.service.gov.uk/search, please search “Westfield Europe Limited”.

(4) https://assets.eu.ctfassets.net/1e76kztii87u/2kdtFaVRyAuCk5KPX7puph/97dfc1d3a824fa4387bfb9e2805ad41c/20240122-urw-health-and-safety-statement_en.pdf.

(5) Except for Gropius Passagen in which URW is holds a minority share.

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3.2.3.2.3.3 Responsible procurement

Principles and standards relating to human rights and H&S are

addressed in contractual relations with suppliers (please see Section

3.2.4.3 Management of relationships with suppliers).

URW’s Responsible Purchasing Charter sets out the key principles

particularly on human rights and H&S. It aims at leveraging

opportunities and reinforcing risk mitigation related to procurement of

products and services. The Charter is meant to be shared with all

suppliers and is complemented by other actions depending on the

purchasing categories. It helps URW ensure that the Group’s suppliers

adhere to the same high standards in terms of human rights and modern

slavery, in direct reference to applicable international human rights

texts and principles

(1)

. It also provides external stakeholders in the value

chain open and direct access to the Group’s key grievance mechanism in

the form of the Integrity Line, clearly stating that the whistleblowing

policy of the Group ensures that URW will not discriminate or retaliate

against any supplier or any person who reports alleged violations of

applicable laws in good faith and with appropriate precision, whether or

not such information is ultimately proven to be correct, or who

cooperates in any investigation or inquiry regarding such violations. The

whistleblower will not be retaliated against and will benefit from the

applicable local regulation regarding protection of whistleblowers.

Given the higher risks linked to human rights and H&S for construction

suppliers, URW integrates some mandatory clauses to cover these risks

(please see Section 3.2.4.3.2 Sustainable purchasing approach).

3.2.3.2.4 Processes for engaging with value chain

workers about impacts (ESRS S2-2)

In line with common practice in the real estate sector, URW does not

engage in Global Framework Agreements (or equivalent) to cover its

value chain workers. Instead, the Group focuses on engaging with

contractors that employ value chain workers. As detailed below,

General Managers of standing assets meet at least weekly with multi-

services and maintenance employees’ site managers to address their

requests and feedback. These meetings are an opportunity for them to

exchange on improvement areas, identified risks and corrective

measures needed to ensure a safe working environment. Similarly,

construction Project Directors frequently engage with site coordinators

and H&S referents to ensure workers’ views are adequately considered.

In line with the policies presented in Section 3.2.3.2.3 Policies related to

value chain workers, on a case-by-case basis, URW engages its

business partners and vendors to fight modern slavery, human rights

infringements, or H&S issues that might impact value chain workers or

their communities.

URW also employs feedback mechanisms to allow all value chain

workers to express their concerns and suggestions regarding the

impacts of their work. The main feedback mechanism is the direct

access to URW’s grievance mechanism, the Integrity Line, as well as an

access to the relevant teams managing construction sites.

For construction topics, excluding the UK where URW acts as the

General Contractor for construction sites under its responsibility, URW

delegates engagement with workers, including with vulnerable

workers, to H&S Coordinators. Teams appointed by contractors

reporting to URW, or exceptionally when URW acts as General

contractor, URW project teams, are responsible for day-to-day site

monitoring, with actions required by contractors or the internal team

being recorded in an incident and action tracking system, ensuring they

are tracked to closure within the defined timescale. For each major

project, a monthly meeting is held to review all aspects, including

construction, programme, commercial/cost, H&S performance, and

KPIs. Construction teams always include H&S specialists who support

the project team by reviewing contractor selection, method statements

and safety performance. On major projects, these specialists conduct

formal and informal monitoring, reporting directly to the Project

Director. For smaller projects, their activities are risk-based. As with all

projects, any identified actions are recorded and tracked to closure

within the defined timescale.

In standing assets, where URW manages contractors and their

employees, the general types of engagement performed include

planning meetings, huddles or toolbox talks to discuss safety protocols

and address any concerns related to the asset. URW ensures

continuous communication of core safety values and procedures

through regular updates and reminders, directly or via the coordinators

responsible for the topic of H&S on site. The Group actively involves

workers in safety procedures, including incident investigations and

safety audits, to help them understand the importance of safety

measures and encourage their participation. Additionally, URW

provides thorough site inductions for new workers to familiarise them

with site-specific safety operations. URW ensures good working

conditions by establishing standard clauses for the employees of

service providers. There is daily close interaction between URW teams

and service providers, with a monthly activity report tracking the overall

performance, including social issues. In case of problems, corrective

measures are taken by the General Manager and the service provider’s

site manager. The General Manager holds weekly meetings with the

service provider’s site manager to address any issues. Feedback and

complaints from on-site workers, such as the working spaces, social

facilities and resting areas provided, are taken into account.

(1) The UNGC, the UNGPs and the OECD Guidelines for Multinational Enterprises.

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As presented above, the perspectives of value chain workers are

integrated in the decision-making processes via different approaches.

This input informs the development and review of URW’s policies,

particularly those related to human rights, H&S, and labour practices.

By incorporating their feedback, the Group ensures that operational

procedures are not only compliant with industry standards and local

regulations, but also positively driving improvements in the working

conditions of workers, including the most vulnerable ones on URW’s

construction sites. For instance, in the UK, the regional management

team meets quarterly to review H&S performance, including on our

construction sites and any significant accidents or incidents. As part of

their review, the regional management team may require further

actions to improve our management system. Throughout the year,

regional management team members conduct safety tours of

operations and construction sites to gain first-hand knowledge of on-

the-ground activities and identify necessary improvements, considering

the feedback of value chain workers or their representatives. Across

the Group, URW teams are empowered to stop contractors from

working if they believe the contractor is not working safely, not

complying with their method statements, site rules or our H&S

standards.

3.2.3.2.5 Processes to remediate negative

impacts and channels for value chain

workers to raise concerns (ESRS S2-3)

URW systematically integrates key elements in its contracts:

• Since 2023, the Responsible Purchasing Charter outlines the Group’s

commitment to addressing and mitigating negative impacts within its

value chain. It emphasises the full access suppliers and their workers

have to URW’s Integrity Line. This grievance mechanism provides a

confidential channel for employees and all external stakeholders to

report any concerns or breaches of the Code of Ethics, URW’s

policies, contractual obligations or applicable legislation. Whether

through the Integrity Line or direct contacts, any employee, manager,

or external stakeholder is encouraged to report any suspicions or

risks identified. This ensures that any negative impacts can be

promptly identified and addressed by the relevant teams. The

whistleblower will not be retaliated against and will benefit from the

applicable local regulation regarding protection of whistleblowers.

For more information please refer to Section 3.2.4.2.2 Whistleblowing

platform: URW Integrity Line.

• Viparis also implements a similar system with its Code of Ethics and

whistleblowing process.

• Contracts include dedicated clauses covering labour rights (e.g.

working status, working conditions), professional integration, and

H&S. For more information, please see Section 3.2.4.3Management

of relationships with suppliers.

The Integrity Line is communicated to workers in standing assets

directly managed by URW and on construction sites where URW acts as

the General Contractor. This communication occurs through various

channels, such as information boards, induction sessions and dedicated

awareness-raising events. For construction sites where URW delegates

management to an external contractor, URW expects partners to

communicate the existence and availability of the Integrity Line to their

workers.

Lastly, when needed, URW offers comprehensive support to employees

and their relatives through dedicated support, information and

counselling units. These units provide emotional and practical

assistance, helping workers and their families cope with the aftermath

of any incidents. This support system is crucial for maintaining the well-

being of the workforce.

3.2.3.2.6 Taking action on material impacts on

value chain workers, and approaches to

managing material risks and pursuing

material opportunities related to value

chain workers, and effectiveness of

those actions (ESRS S2-4)

In order to remediate negative impacts, URW relies on an effective

Global Crisis Management Policy and framework including annual crisis

training and exercise campaign (please refer to Section 6.2.2.4

Category #4: security, health and safety risks). URW has a structured

procedure with 3 levels of crisis management to handle various types of

incidents based on their severity. This includes a dedicated crisis

management loop that involves communication, PMPS (property

management), public relations, and a member of the MB. URW also

conducts crisis management exercises to ensure preparedness in all

assets to anticipate various types of incidents (terrorism, H&S, etc.).

URW is committed to ensuring that these processes are made available,

provide or enable remedy in the event of material negative impacts, and

are effective in their implementation and outcomes. This includes

establishing clear procedures for addressing grievances submitted via

the Integrity Line (or other channels), ensuring timely and appropriate

responses and monitoring the effectiveness of remedial actions. By

doing so, URW aims to uphold the highest standards of human rights

and corporate responsibility, ensuring that any adverse impacts are not

only identified but also effectively mitigated and resolved.

In line with crisis management procedures applied across the Group

(see Section 6.2.2.4 Category #4: security, health and safety risks), URW

strives to ensure that human rights and H&S principles are strictly

applied, as the Group may initiate any audits deemed appropriate at any

time. The reports include plans for rectification and corrective

measures, where appropriate. The findings from these audits and

investigations are used to make necessary improvements (for more

information, please see Section 3.2.3.2.3 Policies related to value chain

workers). For both Operations and Construction teams, incidents along

with their subsequent investigations, are documented in the incident

and action tracking system. Actions taken by URW, and those required

from contractors, are recorded and monitored until they are fully

resolved.

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On top of monthly meetings dedicated to sharing feedback and

communicating alerts to site teams, the Group implements a

standardised HSE incident and action tracking system to record and

track corrective actions to closure within a defined timescale. URW also

provides ad hoc training sessions to address specific safety concerns or

new risks that may arise for departments involved in construction

projects or exposed to supervising external personnel in standing

assets. These trainings are designed to equip employees with the

knowledge and skills needed to handle particular situations safely. By

offering these targeted training sessions, URW ensures that its

workforce is better prepared to manage safety challenges and learn

from any incident that took place.

Following incidents, if necessary, URW reviews its procedures to

identify areas for improvement. This continuous review process ensures

that standards are always up-to-date and aligned with the latest

industry best practices. By refining safety procedures, URW can better

protect its workers and prevent accidents. When issues are identified,

URW promptly implements corrective actions to address them. This

may involve updating safety protocols, providing additional training, or

making changes to the work environment. These corrective actions are

essential for mitigating risks and ensuring a safe working environment

for all value chain workers.

The Group is committed to continuous improvement and is always

looking for ways to enhance existing practices and deliver better

outcomes for value chain workers. The Group’s approach to identifying

what action is needed in response to a particular actual or potential

material negative impact is part of the Group’s risk assessment process,

particularly through human resources and compliance risks. URW

strives to conduct a materiality analysis covering all the Group’s

operations and potential human rights impacts, considering local laws,

regulations and socio-political conditions. Upon identifying potential

human rights risks and impacts associated with its activities, supply

chain and business relationships, URW will make reasonable

endeavours to implement corrective actions. URW’s MB endorses the

Human Rights Policy and is responsible for the Group’s human rights

guarantees, due diligence mechanisms and corrective actions. It is

overseen by URW’s General Counsel. This process included

consultation with stakeholders, analysis of industry trends and

consideration of regulatory requirements. H&S and the protection of

value chain workers’ human rights, including the identification and

prevention of any instance of modern slavery in the Company’s value

chain, stand as the priorities identified. Multiple departments are

involved, such as Sustainability, Legal, Compliance, Construction, Risk

Management and PMPS.

3.2.3.2.6.1 Human rights

The Human Rights Policy provides a framework for identifying,

preventing and addressing potential human rights abuses. By clearly

defining acceptable practices and behaviours, it helps ensure that all

workers are treated with dignity and respect, irrespective of their role in

the value chain. Moreover, it establishes accountability measures,

ensuring that any violations are promptly addressed and remedied. The

full scale deployment of the Responsible Purchasing Charter, as well as

the implementation of the Group’s Human Rights Policy, contributed to

safeguarding the rights of value chain workers.

In the context of modern slavery, URW partnered with “Stronger

Together” to develop high-level training to fight the risk of forced labour.

Stronger Together is a not-for-profit organisation, working with

businesses to reduce forced labour, labour trafficking and other hidden

third-party exploitation of workers. In 2024, the developed training was

delivered for the third time to all management teams at corporate level

and within the regions, as well as the more exposed departments, such

as Construction and Property Management teams, within the Group in

English, French and German.

In the UK context, URW increased training to employees, tenants and

Tier-1 suppliers. The Group extended Westfield business partner due

diligence using bespoke self-assessment questionnaires for higher risk

suppliers and contractors to assess against multiple criteria related to

subcontractors, modern slavery and labour rights. The Group aims to

continuously raise the level of vigilance and strengthen its procedures

to identify, prevent, mitigate and remedy any human rights impact in its

supply chain. Identified as the most vulnerable groups, construction

workers and facility management workers, are targeted by the set of

standards upheld by URW via its General Purchasing Conditions and its

Responsible Purchasing Charter. Since 2017, URW has been a proud

sponsor of the Stronger Together Construction and Property

Programme in the UK. As part of its active engagement with them, and

together with fellow sponsors, the Group participated in a collaborative

project which aimed to evaluate capability in 2 high risk areas of URW’s

supply chain, namely Dry Lining and Facilities Management

(1)

. The

industry case study highlights URW’s contribution to the construction

sector’s initiatives to eradicate modern slavery. The objective is to

disseminate this study among influential individuals in the property

industry, thereby fostering change on the ground.

3.2.3.2.6.2 Health and safety

Material impacts for value chain workers are managed by different

departments. Given the decentralised structure of purchasing at URW,

all URW buyers are involved in advancing the relevant contractual

guarantees to ensure compliance with human rights and modern

slavery standards.

(1) Case study available at : https://www.stronger2gether.org/product/construction-and-property-programme-collaborative-project/

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The nature of interactions with external stakeholders varies depending

on the department and the type of goods or services being procured. For

example, a shopping centre’s General Manager will directly engage with

cleaning service providers and their staff through regular weekly

meetings with the site manager. Additionally, the General Manager and

the service provider’s site manager collaborate closely on a daily basis,

ensuring seamless operations and addressing any social issues through

monthly activity reports and performance reports. This includes

conducting safety meetings and engaging with H&S referents at the

European level when necessary.

In contrast, a buyer involved in a development project may interact with

multiple contractors and subcontractors, managing the value chain

workers contributing to a project led by URW. In this specific case, a

positive impact example would be the inclusion and enforcement of

professional insertion clauses in the project’s contracts. At the project

level, each Project Manager is responsible for upholding H&S and

human rights standards on the construction sites under their

supervision. For standing assets, the General Manager covers

equivalent responsibilities, ensuring that feedback and grievances from

workers are considered and addressed promptly.

In 2024, there was a fatal incident involving a worker on site

(subcontractor’s employee) at the Triangle project. The Health and

Safety Coordinator ("CSPS") in charge of the site has approved the

resumption of formwork and stripping activities from October 7, 2024,

which were suspended following the accident on September 24, 2024.

In agreement with the CSPS, activities not affected by the accident

resumed on September 25, 2024. The URW project team, along with the

General Contractor, conducted a thorough investigation to ensure that

all H&S protocols were properly enforced. The detailed analysis of the

incident was used to enhance anticipation mechanisms and reinforce

existing protocols and H&S standards on site.

In 2024, tenders for the 2025 H&S audits in standing assets reinforced

the prevention aspect by adding new topics: definition of accidents

reporting process, appointment for a HSS coordinator for joint work,

information on URW employees’ appropriate use of personal protective

equipment and up-to-date prevention plan signature by contracted

companies.

3.2.3.2.7 Targets related to managing material negative impacts, advancing positive impacts, and

managing material risks and opportunities (ESRS S2-5)

Every single year, the Group’s target is to obtain at least a “B” ranking for all its standing European owned and managed assets for the annual

assessment of H&S risks. In 2024, 77% of assets were audited Group-wide (76% in 2023); 100% (98% in 2023) in Europe and none in the US

(1)

. 100% of

audited sites obtained an “A” or “B” rating level, no asset obtained a “C” rating. No “D” rating has been given for more than 10 years.

ANNUAL HEALTH AND SAFETY RISK MANAGEMENT ASSESSMENT

Better Places scope Group total Retail Office

Convention &

Exhibition

2024 heath and safety external assessment coverage (%) 77% 76% 100% 83%

% of which audited sites obtaining an A or B annual score 100% 100% 100% 100%

COMPLIANCE WITH HEALTH AND SAFETY REGULATION

Penalties for non-compliance related to building H&S.

Better Places scope

2024

2024 number of sanctions for non-compliance related to building health and safety 0

2024 monetary value of associated fines (€) 0

Under the direct supervision of dedicated referents, the Group tracks

the effectiveness of its policies, mechanisms and associated actions to

ensure the upholding of H&S standards. Likewise, regarding human

rights and modern slavery, URW is committed to implementing its

policies and action plans.

In the Group's construction activities, no Group-wide targets have yet

been defined. For further details on actions, and associated processes

see respectively sections 3.2.3.2.3 Policies related to value chain

workers, 3.2.3.2.5 Processes to remediate negative impacts and

channels for value chain workers to raise concerns, 3.2.3.2.6 Taking

action on material impacts on value chain workers, approaches to

managing material risks and pursuing material opportunities related to

value chain workers, and effectiveness of those actions.

In 2025, URW will focus on tracking the effectiveness of its sustainable

purchasing approach by monitoring the percentage of Responsible

Purchasing Charter coverage. This percentage will be measured

annually. The Group’s ambition is to cover the largest possible share of

procurement with the Responsible Purchasing Charter integrated,

whether in contracts or purchase orders, starting from the initial roll-

out in 2023.

(1) The US assets are covered by a dedicated Injury and Illness Prevention Programme ("IIPP"), in line with state and federal regulations.

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3.2.3.3 Affected communities (ESRS S3)

In the context of this report, affected communities are the local communities of which URW’s assets are an integral part. As an operator of

sustainable places that Reinvent Being Together, URW has an active role to play within communities in which it operates.

The CRP are covering the assets defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement.

3.2.3.3.1 Interests and views of stakeholders

(ESRS 2 SBM-2)

Information on the way URW addresses stakeholders, including

affected communities, can be found in Section 3.2.1.3.2 Interests and

views of stakeholders.

3.2.3.3.2 Material impacts, risks and

opportunities and their interaction with

strategy and business model (ESRS 2

SBM-3)

Positive impacts generated by standing assets contribute to thriving

communities, which creates a positive social and economic dynamic in

the communities that mutually benefits the asset in multiple ways.

Communities impacted could be, for example, workers, local

businesses, neighbour groups, communities living or working around

the standing assets, schools, as well as customers. They can directly

benefit from upskilling, training and employment or indirectly through

Community Resilience Action Plans ("CRPs") which address key issues

such as reducing crime, creating a healthier community, helping

vulnerable people live independently, increasing community

collaboration, and encouraging circular economy.

Supplementing the asset-level CRPs, URW maintains a Volunteering

Programme to encourage and support employees in contributing to

their communities through volunteer work. This initiative reflects

URW’s commitment to social responsibility and community

engagement, fostering a culture of giving back and making a positive

impact.

Please see Section 3.2.1.4.1 Description of the process to identify and

assess material impacts, risks and opportunities, and Section 6.1.2

Group Enterprise Risk Management framework, respectively for more

detailed information on the double materiality analysis and the risk

identification process.

As explained in Section 3.2.1.3.1 Strategy, business model and value

chain, and Section 3.2.1.3.3 Material impacts, risks and opportunities,

and their interaction with strategy and business model, as the operator

of welcoming and inclusive places where people of all backgrounds

connect, URW identified having a positive impact on communities as an

opportunity for URW’s destinations to be catalysts for economic and

social vitality, supporting social cohesion.

3.2.3.3.3 Policies related to affected

communities (ESRS S3-1)

“Community resilience” is the ability of a community to uphold a

favourable socio-economic climate, anticipating incidents and

unplanned events, as well as contributing to generate positive impact

on the local area. It is based on building strong and long-term local

relationships to understand challenges faced by the communities the

assets belong to and coordinate common answers. By generating social

capital and reducing risks in and from the community, resilience is a part

of the business performance and essential for the long-term growth of

the assets in their local areas.

The third pillar of the Better Places roadmap aims at delivering value to

support thriving communities. As welcoming and inclusive places

where people of all backgrounds connect, URW’s destinations are

catalysts for economic and social vitality, supporting social cohesion.

URW is aware of the leading economic importance of its real estate

properties. In addition to being an urban planner, providing public

facilities and building unique, iconic and well-connected places, URW

plays a key role in the local ecosystem. URW positively impacts local

communities via 3 major axes embedded in Community Resilience

action Plans (CRPs). The CRPs, implemented in owned and managed

shopping centres and airports, which are part of the long-term social

strategy designed at the asset level, aim to contribute to the

development of both the community and the asset itself. These plans

are delivered through the Social Value Framework, consisting of 3

themes (presented below). This framework ensures that key

community issues are identified in collaboration with local stakeholders

as collaboration enriches the CRP with valuable insights, which results

in high social impact outcomes through meaningful community

programmes that can be measured and reported on:

• URW for Jobs and Skills covers employment opportunities to place

local people into work or enable them into work through support,

mentoring or training, providing better opportunities to gain

employment. The URW for Jobs programme aims to create

employment opportunities for local communities. By offering job

training programmes, career fairs and placement services, URW

helps individuals gain valuable skills and secure stable employment.

As part of this programme, URW collaborates with local job centres

and educational institutions to provide tailored training programmes

that meet the needs of the community and the job market.

• URW for Social Health and Inclusion initiatives focus on

promoting social inclusion and enhancing the well-being of local

communities. URW organises community events, health and

wellness programmes, and social activities that bring people

together and foster a sense of belonging. It ranges from hosting free

fitness classes and cultural festivals to blood donations and

vaccinations, encouraging participation from all community

members while promoting public health.

• URW for Positive Impact on the Environment aims at reducing

food waste through the donation of leftover food to local charities,

benefiting the local community environment and encouraging a

circular economy.

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Moreover, as an economic driver, URW creates thousands of direct or

indirect employment opportunities through construction and

operational spending, tenants’ sales and activities, suppliers’ activities

and local taxes. URW also supports local businesses by providing retail

spaces and fostering a vibrant commercial environment. This not only

boosts the local economy but also creates a diverse and dynamic

community. For instance, URW often leases space to local

entrepreneurs and small businesses, helping them grow and succeed.

In line with the Better Places roadmap, URW’s policies and approaches

related to communities are under the general supervision of the CRSO

and are supported at the local level by Managing Directors and COOs.

For more information, please see Section 3.2.1.2.1.2 Roles and

responsibilities of the administrative, management and supervisory

bodies with regard to sustainability matters.

Going beyond the Better Places roadmap, URW has for the first time

developed an innovative and multidimensional methodology to quantify

and qualify the impact of URW shopping centres in Europe. Released in

January 2024, this study, the first one published in the retail real estate

industry in the EU, shows the positive footprint the Group has for

communities and for citizens in their daily lives

(1)

. In 2024, URW worked

collaboratively with EY and the Palladio Foundation to extend impact

measurement approaches to the wider real estate and "urban industry"

in France.

In 2020, the results of a study

(2)

conducted on the socio-economic

impact of the Viparis’ activity in the Paris region (Île-de-France) revealed

that 30,000 jobs are estimated to be supported by the events and

tourism generated by Viparis’ operations. In addition, Viparis acts as an

economic partner at a local level by sourcing from near-exclusively

local suppliers and a majority of small and medium-size enterprises

("SMEs").

The CRP are designed and implemented in line with URW’s Human

Rights Policy, which strives to promote international standards such as

the International Bill of Human Rights, the UNGP or the OECD

Guidelines for Responsible Business Conduct. Similarly to other

external stakeholders, the Integrity Line is open for reporting incidents,

and General Managers deploying the CRP in their assets are ensuring

that communication remains open with potentially affected

communities, helping to identify the correct remediation measures

when needed. Please see sub-section "Human rights and labour

conditions" in Section 3.2.3.1.3 Policies related to own workforce. As

stated in its Human Rights Policy, in the context of its US activities, URW

respects the rights of indigenous communities and seek their free, prior

and informed consent when its operations affect their lands or

territories, in line with the principles of the UN Declaration on the Rights

of Indigenous Peoples.

3.2.3.3.4 Processes for engaging with affected

communities about impacts (ESRS S3-2)

Each year, the Group’s owned and managed shopping centres and

airports update their CRP. Within this framework, each shopping centre

management team conducts an in-depth analysis of the key issues

faced by the local community. They identify key stakeholders to

collaborate with, exchanging visions and strategies to address these

issues. The results of this analysis are formalised into a long-term

strategy and translated into short-term, co-constructed projects

tailored to the community’s strengths and vulnerabilities. Each year,

URW tracks the results of its action plans and measures the number of

people supported.

URW regularly holds local community consultations on its CRPs

implemented at asset level. By the same token, URW values

collaboration with expert partners, such as specialised non-profits, in

order to maximise the scale of and expand the reach of the Group’s

social value initiatives. It also ensures that diverse views points and

complementary sets of expertise improve the quality of these initiatives.

In addition to reinforcing the dialogue with local stakeholders, these

processes enable the Group and each asset to improve the monitoring

of its local involvement and enhance its positive impact for the

communities.

Managed by HR teams, the employee Volunteering Programme

initiative is offered to 100% of Group employees. At the Group level,

Community Days are organised to foster engagement, complemented

by smaller opportunities to ensure the best possible participation. URW

focuses on identifying projects of joint interest for local communities

and employees, always supported by NOs. The Group maintains a

platform for monitoring employee contributions and the positive

impacts generated, which also facilitates enrolment and participation

tracking.

3.2.3.3.5 Processes to remediate negative

impacts and channels for affected

communities to raise concerns

(ESRS S3-3)

URW considers the impact on local communities as an opportunity for

its activities.

(1) The Impact Report is available at: https://downloads.eu.ctfassets.net/1e76kztii87u/4eWYvczZ2mm2MNi4OBsMBB/f26421d0bab8c26da95a9f596d9c863e/20240115-urw-

impact-study-europe.pdf

(2) 10 ans d’impact positifs en Île-de-France – Unibail-Rodamco-Westfield au service de la transformation du territoire francilien, published in 2020: https://assets.eu.ctfassets.net/

1e76kztii87u/k6qVmD0qevu1LlfdMWCxy/9ca8669da8d660b3740802173ac51c8a/20200817-urw-10-ans-d-impacts-positifs-en-ile-de-france_onlyfr.pdf

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3.2.3.3.6 Taking action on material impacts on

affected communities, and approaches

to managing material risks and pursuing

material opportunities related

to affected communities,

and effectiveness of those actions (ESRS

S3-4)

Each year, the Group measures the impacts of the actions on affected

communities through different indicators.

URW engaged in various initiatives supporting local employment,

diversity, and social inclusion: in 2024, the Group assisted 21,459

individuals in securing jobs or receiving training, including through job

fairs in France that attracted 10,246 unemployed people.

Besides contributing to local employment, URW supported community

activities in its shopping centres aimed at promoting social cohesion.

These activities included blood drives with 48,100 donations in the UK,

health awareness programs, distribution of meals and goods to

underprivileged groups, and promoting access to cultural projects for

all.156,447 community members participated in these local initiatives.

The Group also implemented local initiatives aimed at having a positive

impact on the environment, such as promoting the circular economy or

creating community gardens.

Overall, close to 730 initiatives were carried out, the Group supported

more than 350 NGOs, and donated more than €35 million in cash or in

kind (physical or digital space, goods, and services) to support these

initiatives.

In 2024, the Group’s Volunteering Programme focused on building

stronger communities through strengthening social inclusion. The

Group’s 2 major yearly social initiatives, URW for Jobs and URW

Community Days continued to be supported by the commitment of

Group employees. In 2024, 74% of the Group’s employees

(1)

volunteered

to support local communities where the Group operates. This

represents over 9,300 volunteering hours delivered by URW employees.

In 2024, no severe human rights issues and incidents connected to

affected communities have been reported or identified by URW.

3.2.3.3.7 Targets related to managing material

negative impacts, advancing positive

impacts, and managing material risks

and opportunities (ESRS S3-5)

In 2023, the Group committed to support its role as a catalyst for

economic and social impact with a target of 15,000 people supported

annually from 2024 through training, social inclusion and employment

opportunities.

The targets have been set by carefully considering the potential impact

of URW on the communities surrounding their centres. This process

involved assessing how URW’s operations affect local communities and

identifying ways to mitigate negative impacts while enhancing positive

ones. URW’s assets and workforce are viewed as catalysts for change,

leveraging their resources and expertise to drive community

development initiatives. By engaging with community stakeholders,

conducting thorough impact assessments, and setting measurable

targets, URW aimed to create sustainable and thriving communities

around their centres. This approach strived to ensure that URW not only

manages material risks and opportunities but also contributes

positively to the social and economic well-being of the communities

they serve.

This target has been set in 2023 with an objective to be achieved for

2024 (only absolute value, no baseline)

The key actions related to it are:

• Continue implementing CRPs for the Group’s assets and ensure the

implementation of the most relevant strategies according to the

needs of local areas; and

• The Group has committed to 80% of Group employees taking part in

the URW Volunteering Programme annually by 2025.

Please see results in the 3.2.3.3.6 Taking action on material impacts on

affected communities, and approaches to managing material risks and

pursuing material opportunities related to affected communities,

andeffectiveness of those actions.

(1) All employees excluding employees on leave of more than 6 months, newcomers (joining after October 1, 2024) and Viparis employees.

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3.2.3.4 Consumers and end-users

(ESRS S4)

URW is an owner, developer and operator of sustainable real estate

assets in dynamic cities across Europe and the United States. The

Group operates 71 shopping centres in 11 countries. These centres

attract over 900 million visitors a year and provide a platform for

retailers and brands to connect with consumer

As an operator of sustainable places that Reinvent Being Together,

URW has a key role to play towards its customers and end-users

defined as visitors of the Group’s destinations and the tenants operating

in its assets. The policies, processes and approaches implemented by

URW are both driven by tenants’ and customers’ expectations in terms

of destinations demonstrating environmental exemplarity (see Section

3.2.2 Environmental information) and an answer to the demand for

more sustainable consumption options.

The Better Places Certification and the Sustainable Retail Index

coverage is defined in Section 3.2.1.1.1 General basis for preparation of

the Sustainability Statement.

3.2.3.4.1 Interests and views of stakeholders

(ESRS 2 SBM-2)

Information on the way URW addresses stakeholders, including tenants

and visitors, can be found in Section 3.2.1.3.2 Interests and views of

stakeholders.

3.2.3.4.2 Material impacts, risks and

opportunities and their interaction with

strategy and business model

(ESRS 2 SBM-3)

URW is an owner, developer and operator of sustainable real estate

assets in dynamic cities in Europe and the United States. The Group

operates 71 shopping centres in 11 countries. These centres attract

over 900 million visits annually and provide a platform for retailers and

brands to connect with consumers. URW has recognised the significant

positive impact its retail assets have in fostering the growth and

development of brands and products that benefit consumers. This

impact is particularly evident in how these assets help consumers

transition towards more sustainable consumption habits. This initiative

is closely aligned with the Sustainable Experience pillar of the Better

Places roadmap, which emphasises creating destinations that support

sustainable living.

URW’s ability to influence the adoption of new sustainable lifestyles is

deeply connected to the appeal of its destinations. By making these

locations attractive and engaging, URW can draw in consumers and

brands that are committed to sustainability. This creates a virtuous

cycle where the popularity of these destinations enhances their role in

promoting sustainable practices. Retailers, who are URW’s tenants,

play a role in maximising the realisation of the Sustainable

Experience pillar. By collaborating with these retailers, URW can

ensure that the products and services offered align with sustainable

values, thereby enhancing the overall impact of their strategy.

Simultaneously, the targeted end-users of this strategy are the visitors.

URW aims to positively influence these visitors by providing them with

sustainable options and experiences. By creating an environment that

encourages and facilitates sustainable consumption, URW can help

visitors transition towards greener lifestyles. Please see Section

3.2.1.4.1 Description of the process to identify and assess material

impacts, risks and opportunities, and Section 6.1.2 Group Enterprise

Risk Management framework, respectively for more detailed

information on the double materiality analysis and the risk identification

process.

As explained in Section 3.2.1.3.1 Strategy, business model and value

chain, and Section 3.2.1.3.3 Material impacts, risks and opportunities

and their interaction with strategy and business model, end-consumers

and end-users have been integrated in URW’s approach and business

model (within the value chain).

3.2.3.4.3 Policies related to consumers and end-

users (ESRS S4-1)

URW sustains the growth and development of brands and products that

positively impact consumers and their ability to transition towards a

more sustainable way of consuming. As a platform and landlord renting

space to retailers, URW has the capacity to support the sustainable

evolution of retail (access to more sustainable products and services)

while meeting the changing needs of consumers. The Group focuses on

3 levers:

• Assess and monitor the sustainable performance of URW’s assets

using the Better Places Certification’s sustainable standards and

criteria, developed in collaboration with external partners (Bureau

Veritas solutions and WWF France). The scope of assets covered is

specified in Section 3.2.1.1.1 General basis for preparation of the

Sustainability Statement;

• Provide transparency and support the sustainable evolution of retail

using a sustainability rating standard, the SRI, co-developed with

Good On You

(1)

and the critical expertise of WWF France

(2)

. This index

provides a dynamic view on retailers’ sustainability commitments,

ambitions and performance at a company, product and store-

operations level. The scope of assets covered is specified in sub-

section "Reporting scopes" in Section 3.2.1.1.1 General basis for

preparation of the Sustainability Statement; and

• Integrate sustainability information at every step of the customer

journey while supporting the development and promotion of the

sustainable offer of tenants, to help customers make better-informed

choices and engage customers through sustainability-driven

experiences, such as the Westfield Good Festival.

To the limited extent applicable, consumers and end-users are included

in the scope of application of URW’s Human Rights Policy

(3)

, which is

aligned with the UNGPs, the OECD Guidelines for Multinational

Enterprises and ILO standards. No cases involving them have been

reported in 2024.

(1) Please access the following link to learn more about the collaboration between Good on You and URW : https://partnerships.goodonyou.eco/case-studies/urw

(2) On the first available retail sectors of the SRI, namely Fashion and associated retail sectors.

(3) Available at : https://www.urw.com/sustainability/csr-documents

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In line with the Better Places roadmap, URW’s policies and approaches

related to consumers and end-users are under the general supervision

of the CRSO and the Chief Customer and Retail Officer, and are

supported at the local level by COOs and Managing Directors. For more

details on the responsibilities on these topics, please see Section

3.2.1.2.1.2 Roles and responsibilities of the administrative, management

and supervisory bodies with regard to sustainability matters.

URW’s policies to address material IROs related to consumers and end-

users are implemented in line with URW’s Human Rights Policy, which

strives to promote international standards such as the International Bill

of Human Rights, the UNGP or the OECD Guidelines for Responsible

Business Conduct. Similarly to other external stakeholders, the

Integrity Line is open for reporting incidents, and General Managers

deploying initiatives in their assets are ensuring that communication

remains open with potentially affected communities, helping to identify

the correct remediation measures when needed.

3.2.3.4.4 Processes for engaging with

consumers and end-users about impacts

(ESRS S4-2)

To understand sustainability perceptions, needs and expectations

within shopping centres, the Group collaborated with external experts

specialised in the retail sector, along with internal experts, to develop

tools that support the transformation of retail towards sustainability.

The Better Places Certification was designed with the support of

Bureau Veritas Solutions and WWF France

(1)

. The Better Places

Certification covers a 360° approach of sustainability-related aspects

on site: from the sustainable performance and sustainable offer at asset

level, to the shops’ sustainable performance and sustainable offer.

With this holistic approach, the Certification encompasses current core

industry standards, such as BREEAM In-Use and Energy Performance

Certificates, while complementing them with 8 additional

environmental and social categories: water use; biodiversity; energy and

climate; waste management; mobility; health, safety and comfort;

sustainable consumption; and communities and local support.

URW leveraged its industry influence and Good On You’s expertise, a

leading sustainability ratings platform for the retail sector, and the

technical and critical expertise of WWF to develop the SRI

methodology.

To measure the integration of sustainability in the customer journey,

URW conducts customer surveys with the loyalty database since 2020

with a specific focus on sustainability-related topics. With the Westfield

Brand Tracker, URW also tracks sustainability perceptions and

expectations for those living within the catchments of Westfield-

branded assets, on a quarterly basis since Q3 2022. Key takeaways,

insights and results from both programmes are leveraged to strengthen

the Company’s customer actions. For instance, these insights guide the

deployment of URW’s Sustainable Experience pillar by informing

decisions on the retail mix and the services offered. This ensures that

the products and services available at URW properties align with

consumer expectations for sustainability. Additionally, the feedback

helps URW to enhance its sustainable offerings, such as eco-friendly

products, green spaces, and recycling facilities, thereby creating a more

sustainable and appealing shopping experience for visitors.

The collaboration with retailers is crucial to match customer needs on

local production, sustainable materials, local initiatives and

partnerships with local associations or actors. On a yearly basis, URW

also conducts tenant satisfaction surveys in each shopping centre were

pursued in 2024 in Continental Europe and the UK, to gather the

tenants’ feedback on key topics such as accessibility, marketing,

security, cleaning, services, sustainability and management of the

shopping centre. 61% of the tenants participated in the survey (5,400

responses), and they expressed an overall satisfaction of 76%. In the US,

General Managers engage on a monthly basis with tenants to assess

their satisfaction and identify areas of improvement.

The URW “Connect” application significantly enhances day-to-day

interactions between the centres, tenants and service providers. This

innovative tool is regularly used to engage with tenants, gather their

feedback, and assess their satisfaction with new services or events. By

facilitating real-time communication and feedback, the application

helps URW to promptly address any issues and continuously improve

the tenant experience. Launched in 2016, the URW “Connect”

application has been widely adopted and is now used in the majority of

URW’s retail assets across Europe and the US. It serves as a platform

for sharing important updates, coordinating activities, and fostering a

collaborative environment among all stakeholders. The application also

supports various operational functions, such as maintenance requests,

event planning, and promotional activities, making it an indispensable

tool for efficient centre management. By leveraging the capabilities of

the URW “Connect” application, URW ensures that tenants and service

providers are well-informed, engaged and satisfied, ultimately

contributing to the overall success and sustainability of its shopping

centres.

(1) WWF France shared its expertise and critical-friend vision on the biodiversity, water, mobility, energy, sustainable consumption and climate aspects of the criteria.

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3.2.3.4.5 Processes to remediate negative

impacts and channels for consumers

and end-users to raise concerns

(ESRS S4-3)

In addition to the satisfaction surveys used to assess tenants’ and

customers’ views on URW, the Group is committed to maintaining open

lines of communication with consumers and end-users. To this end,

URW has established multiple channels for raising concerns and

providing feedback. These channels include customer service desks at

URW retail properties, dedicated email addresses and social media

platforms. The Integrity Line, which offers a confidential and

anonymous way to report issues, is available to all external

stakeholders, including consumers and end-users. URW ensures that

all concerns are promptly addressed, and feedback is systematically

used to enhance its operations and services.

To measure the effectiveness of these communication channels,

shopping centre management and marketing teams regularly reviews

the volume and nature of the feedback received. This data helps the

Group to continuously improve its customer service processes and

ensure that the channels remain effective and user-friendly.

Furthermore, URW has robust policies in place to protect the privacy

and personal information of individuals using these channels. These

policies comply with relevant data protection regulations and ensure

that all personal data is handled securely and responsibly. For more

information, please refer to Section 2.4.7 Data protection.

For more information on URW’s Integrity Line, please see sub-section

"whistleblowing platform: URW integrity line" in Section 2.4.4

Compliance programme.

3.2.3.4.6 Taking action on material impacts on

consumers and end-users, and

approaches to managing material risks

and pursuing material opportunities

related to consumers and end-users,

and effectiveness of those

actions (ESRS S4-4)

Regarding sustainable consumption, the Better Places Certification

relies on the assessment of 96 criteria. Each of assets will receive a

rating from A to E, demonstrating the progress they have made in their

sustainability performance. The Certification is designed to highlight

each centre’s commitments and inform consumers and communities

about the steps being taken at their shopping centre to promote

sustainability and sustainable consumption. The backbone of the

strategy is to deploy the Better Places Certification across in-scope

European retail assets and, once the assets are certified, continuing to

implement measures to improve the asset rating as part of a continuous

improvement approach.

Launched in 2023, the SRI provides a dynamic and detailed view on

retailers’ sustainability commitments and performance. It assesses

retailers in 2 ways, each of which makes up the SRI score:

• Brand rating (making up 75% of the SRI score): each brand is assessed

on up to 1,000 data points across critical social and environmental

issues, based on publicly disclosed information leveraging

GoodOnYou methodology

(1)

; and

• In-store practices (25% of the SRI score): store-level data examines

consumer-facing retail practices, gathered by an external auditor in

each shopping centre.

Each retailer receives one of 5 labels, relative to the best performers

within the same industry: Leader (5/5); Advanced (4/5); Active (3/5);

Starter (2/5); and Inactive (1/5).

URW aims to expand the rated perimeter of the SRI by increasing its

coverage rate, in line with the Better Places targets. This involves

setting specific improvement goals for regional teams and closely

monitoring their progress with involved teams.

While Group and regional-level SRI scores will be shared annually,

individual retailers scores are not disclosed publicly but support

discussions with URW’s partners on their sustainability transition.

URW is actively developing the SRI methodology, with a target of

increasing coverage by expanding to new retail sectors by the end of

2027, such as Home, Technology, Food & Beverage Services retailers.

The Better Places Certification and SRI initiatives are assisting URW in

addressing consumer needs, ensuring the Group’s offer aligns to their

ever-increasing expectation for sustainable places and products.

To complement that, each shopping centre hosts a wide array of on-site

sustainability-oriented experiences such as the Westfield Good

Festival.

In addition, URW has signed a partnership with WWF France including a

key objective to raise visitor awareness. This partnership is enabling

URW to raise public awareness on responsible consumption and WWF’s

missions and encourage visitors to actively support actions to protect

nature and biodiversity as well as to raise funds for WWF. URW

welcomed WWF to speak and communicate in its Westfield centres

during the Westfield Good Festivals in Austria, Poland and France.

(1) How We Rate Brands – Good On You.

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3.2.3.4.7 Targets related to managing material

negative impacts, advancing positive

impacts, and managing material risks

and opportunities (ESRS S4-5)

In line with the policies described above, to accelerate the transition

towards more sustainable experiences, URW has set 3 main targets in

its Better Places roadmap’s Sustainable Experiences pillar:

• Better Places Certification

- 10 assets certified by the end of 2024; and

- All assets

(1)

certified by 2027.

• SRI

- Roll-out on 70% of eligible revenues

(2)

by the end of 2024; and

- Covering 100% of eligible revenues

(2)

by the end of 2027.

• By 2025, all assets will host at least 1 annual campaign or event to

raise sustainable awareness, such as the Westfield Good Festival.

In 2024, the SRI was extended, on top of the Fashion

(3)

sector, to cover

Health & Beauty and General Services

(4)

for which the methodologies

were developed respectively in 2023 and 2024, with assessments

conducted in 2024. As a result, the SRI covered 70% of European

eligible revenues

(4)

, in line with its 2024 target.

On top of this, the SRI was also extended to the Group portfolio in the US.

At Group level, the SRI covered 66% of Group eligible revenues

(5)

and

represents approximatively 3,900 stores and 1,000 brands.

TheSustainable Experiencestargets have been designed to meet the

expectations of retailers and visitors. These targets reflect a

comprehensive understanding of the diverse needs and aspirations of

each group:

• Retailers: URW’s tenants are essential for implementing

sustainable practices. The Group targets are designed to support

retailers in offering more sustainable products and services, thereby

enhancing their contribution to a sustainable future. The SRI and the

Westfield Good Festival aim to accompany the development of

retailers’ sustainable offerings by promoting best practices and

advancing meaningful changes. URW actively collaborates with

retailers to share knowledge, provide resources and facilitate the

adoption of innovative sustainable practices. This includes organising

workshops, offering marketing support for sustainable initiatives,

and creating platforms for retailers to showcase their eco-friendly

products. Acting as a platform for change, URW strives to support

retailers to meet the growing demand for sustainability, ultimately

benefiting both the retailers and the broader community.

• Visitors: The ultimate aim is to positively influence visitors by

providing them with sustainable options and experiences. The targets

are tailored to encourage visitors to adopt more sustainable

consumption habits and choices, by making it easier and appealing.In

setting these targets, URW has considered the overall market

expectations of consumers for sustainable lifestyles. It is based on

the expectations expressed by visitors, which are captured through

both general customer expectation studies conducted by URW

Marketing teams and consumer surveys specifically dedicated to

sustainability among customers from the loyalty base. This involves

understanding the growing demand for environmentally friendly

products and services, as well as the increasing awareness and

preference for sustainability among consumers. By aligning the

targets with these market expectations, URW ensures that its

initiatives resonate with visitors and effectively promote sustainable

living.

In 2024, 22 Westfield-branded centres in Europe and 15 in the US held

the second edition of the Westfield Good Festival a flagship annual

event. This second edition offered to visitors a mix of sustainability-

themed experiences and activities including workshops, second-hand

markets, influencer talks and pop-up stores, delivered in partnership

with more than 120 brands, NGOs and local organisations. The Festival

also showcased the winner of the People’s Choice Award at the 2023

Westfield Grand Prix (in France, the UK, Spain, Germany and Austria).

(1) Please refer to the following section where the scope is presented: 3.2.1.1.1 General basis for preparation of the Sustainability Statement.

(2) Revenues in Minimum Guaranteed Rents and Sales Based Rents Standing European Retail assets; eligible revenues in the following categories: Fashion Apparel, Sport Apparel,

Jewellery, Bags & Footwear & Accessories, Health & Beauty, General Services (Fitness, Entertainment), Home, Culture & Technology, Food & Beverage Services.

(3) Fashion Apparel, Sport Apparel, Jewellery, Bags & Footwear & Accessories.

(4) Fitness, Entertainment.

(5) Revenues in Minimum Guaranteed Rents and Sales Based Rents excluding VAT standing European retail assets from July 2024; eligible revenues from the following

categories or retailers: Fashion+, Health & Beauty, General Services (Fitness, Entertainment), Home, Culture & Technology and Food & Beverage Services.

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3.2.4 Governance information – business

conduct (ESRS G1)

3.2.4.1 The role of the administrative,

supervisory and management

bodies (ESRS 2 GOV-1)

For more detailed information, please refer to Section 3.2.1.2.1 The role

of the administrative, management and supervisory bodies, and Section

2.2 Management and Supervisory bodies.

3.2.4.2 Business conduct policies and

corporate culture (ESRS G1-1)

Through its Code of Ethics, URW is committed to strong ethical core

values when it comes to how it conducts its day-to-day business in an

ethical, transparent and fair manner.

The GRC 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.

For more detailed information, please see Section 2.4.4 Compliance

programme, and Section 2.4.5 Anti-Corruption programme.

3.2.4.2.1 Anti-Corruption Programme

The Group is committed to conducting its business in compliance with

the applicable anti-corruption laws and to fighting against all forms of

corruption such as bribery, extortion or solicitation, and influence-

peddling, whether the intended recipient, extorter or solicitor of a bribe

is a public official, a politician, or a private individual or company. URW

aims to combat and prevent corruption and embezzlement by

implementing an anti-corruption programme. The ACP 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 GCO assisted by Local Compliance Correspondents (“LCCs”) (EU

platform) and the Compliance Officer of URW NV (US platform) is

responsible for the proper implementation of the Compliance

programme throughout the Group.

URW has developed a framework relying on several dedicated

procedures, policies, tools and processes to fight against corruption.

The Group ACP provides a comprehensive view of this framework to

prevent, detect and respond to the risk of corruption and is available on

the Group’s intranet.

Reporting directly to the CEO, the GCO promotes higher ethical

standards by implementing key processes within the ACP such as the

Know Your Partner due diligence for assessing compliance with trade

sanctions and business partners' integrity and reputation, the Gift and

Entertainment Policy, donation and sponsorship procedures, and

prohibiting facilitation payments.

At the local level, LCCs (EU platform) are appointed by the GCO in

agreement with the Group General Counsel, whereas the Compliance

Officer of URW NV (US platform) is appointed by the MB of URW NV.

The ACP includes a corruption risk mapping of the activities within the

Group and its regions, such as the regulatory landscape, as well as

transactions and relationships with third parties. The MB strictly

enforces the Group’s zero-tolerance principle regarding violations of

the ACP.

URW has conducted a comprehensive identification of departments/

activities potentially exposed to corruption within the organisation such

as:

• Investments/divestments;

• Development/Construction;

• Procurement;

• Intermediaries; and

• Public Affairs/Sponsorship and Donation.

Risk scenarios have been assessed using URW’s internal corruption risk

mapping methodology. Internal Audit teams perform periodic reviews

on the effective implementation of the anti-corruption due diligence on a

random basis all over the Group.

The Code of Ethics clearly states that the Group’s economic success is

based on a strong relationship and regular consultations with its

stakeholders: tenants, customers, investors, local communities,

suppliers and contractors, as well as employees. In addition to the ACP,

the Code of Ethics outlines that URW acts as a catalyst for growth within

the communities in which it operates. The ACP and all mechanisms

preventing corruption are crucial in mitigating negative impacts. The

ACP helps reduce unequal treatment of stakeholders and supports

social stability in the Group’s projects. These strong relationships are

based on the highest standards of integrity, accountability and respect

for stakeholders. The overarching objective of all business and

corruption mechanisms is zero tolerance for corruption such as any

incident or violation of the Code of Ethics, the ACP, the Anti-Money

Laundering Programme or any related policy. It is applicable every year.

For more detailed information, please see Section 2.4.5 Anti-Corruption

Programme.

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3.2.4.2.2 Whistleblowing platform:

URW Integrity Line

Preventing any form of disreputable conduct is key for URW. Being able

to report any breaches of the Law or the Code of Ethics at URW is

possible through different methods. It can be through management or

the URW Integrity Line.

As expressed in the URW Integrity Line and Whistleblowing

Statement

(1)

, when a concern is reported through the URW Integrity

Line, the GCO confidentially reviews the concern and sends a receipt

confirmation to the whistleblower. The GCO confirms whether the

incident falls under the scope of whistleblower alerts, provides an

estimated timeline and next steps, and requests additional information

if needed. The purpose of the investigation is to address concerns

confidentially and objectively and to take action to stop any reported

wrongdoing. For more detailed information, please see sub-section

“Whistleblowing platform: URW Integrity Line” of Section 2.4.4

Compliance programme, or the URW Integrity Line and Whistleblowing

Statement itself, available on URW's website. In line with The Directive

(EU) 2019/1937 of the European Parliament and of the Council of

October 23, 2019, on the protection of persons who report breaches of

Union law, URW encourages employees' and third parties' openness

and transparency and will support anyone who raises genuine concerns,

even if they turn out to be mistaken. URW is committed to ensuring that

reporters do not suffer retaliation and that no one suffers any

detrimental treatment as a result of reporting their suspicion that an

offence is or may be taking place in any part of URW's business or in any

of its supply chains or with any of its third parties. Internal procedures

are in place to anticipate, identify and prevent any infringement on

employees’ human rights and freedoms. These include, for instance,

clear rules against any form of discrimination along with anti-

harassment and anti-bullying practices including a whistleblowing

hotline accessible 24/7 to all employees.

All employees and contractors are invited to report cases or suspicions

of criminal activity, violations of national and international laws, any

serious threat or harm to the general interest of URW, or breaches of the

Group Code of Ethics or other internal policies, by using the Group’s

whistleblowing platform, the Integrity Line. The platform is hosted by

an external provider and is available 24/7 from any location worldwide

in all spoken languages within the Group (https://urw.integrityline.org/).

The whistleblowing platform allows anonymous reporting and ensures

strict confidentiality of the identity of the reporter. The 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. The Group Whistleblowing Policy has been developed to

comply with articles 6, 8 and 17 of the French Law No. 2016-1691 of

December 9, 2016, called “Sapin II” as well applicable data protection

regulation in the relevant jurisdiction. The monitoring of this policy is

under the responsibility of the GCO in collaboration with the Compliance

Officer of URW NV for the US Platform (see Section 2.4.7 Data

protection).

3.2.4.2.3 Training

To enhance awareness and embed a culture of compliance within the

Group, mandatory online training focused on ethics, compliance, the

Anti-Corruption Program (PAC), and the prevention of influence

peddling is provided annually to employees. In 2023, the Executive

Committee was trained in the anti-corruption program. As of December

31, 2024, 84.2% of URW employees had completed this online training.

In addition to the online training, more than 550 employees participated

in in-person training that included practical case studies to tailor

responses to specific risk situations relevant to their activities. These

training sessions are extensive and deployed across all our assets,

addressing both recurring themes and evolving topics each year. In

2024, specific training sessions were organized for employees

conducting due diligence on our third parties, including a demonstration

of the internal third-party assessment tool. Furthermore, training

covered the entire anti-corruption program and best practices for the

purchasing and logistics teams at Viparis, a specific session on

respecting human rights and preventing forced labour, as well as a

dedicated training on using the internal whistleblower hotline for

employees based in the United States. The percentage of high-risk

employees trained on anti-corruption is not available for 2024. Work is

in progress and the Group will report on this topic in 2025.

For more detailed information, please see Section 2.4.5 Anti-Corruption

Programme.

Regarding the Convention & Exhibition activity, Viparis exercises in

France a significant leadership on exhibition centres in the Greater Paris

area, with a strict supervision process by the DGCCRF. Viparis’

employees and managers are required to follow regular training

courses and an annual online training module on ethics and Viparis’

Anti-Corruption Programme (“Viparis ACP”), intended to raise

awareness on situations presenting a risk of corruption, to guide and

explain how to comply with the Code of Ethics and the Viparis ACP.

3.2.4.2.4 Relations with public administrations

URW maintains a clear and well-defined Group-wide approach

regarding its interactions with public administrations, as outlined in its

Code of Ethics. This approach emphasises the importance of:

• Conflicts of interest: URW is committed to identifying and managing

any potential conflicts of interest to ensure that decisions are made in

the best interest of the Company and its stakeholders. Particular

attention is given to gifts and entertainment when interacting with

public officials.

• Facilitation payments: The Group prohibits facilitation payments in

any country where it operates.

• Transparency: The Group upholds the highest standards of

transparency in all its dealings with public administrations, ensuring

that all actions and communications are open, honest and accurately

documented.

• Adherence to rules: URW strictly adheres to all relevant laws,

regulations and internal policies, ensuring that our interactions with

public administrations are conducted ethically and legally.

(1) Latest version available at: https://www.urw.com/en/csr/csr-documents

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By following these principles, URW aims to foster trust and integrity in

its relationships with public administrations, with a zero tolerance for

corruption.

3.2.4.3 Management of relationships with

suppliers (ESRS G1-2)

Being a substantial buyer, URW is aware of the importance of driving

industry standards and works on integrating sustainability further in its

supply chain. Given the size of its portfolio, the Group works with a large

number of suppliers and contractors.

URW became a signatory to the UNGC in 2004, thus committing to

adopting, upholding and enacting within its sphere of influence the 10

universally recognised principles relating to human rights, labour laws,

environmental protection and anti-corruption. In addition to this, URW

annually issues a Modern Slavery Statement available at

https://modernslaveryregister.gov.au/. In 2023, the Group rolled-out a

Responsible Purchasing Charter and a Human Rights Policy covering its

interactions with suppliers.

3.2.4.3.1 Mapping of the sustainability risk in the

supply chain

Purchases at URW can be split into 3 categories:

• Corporate overheads, including office management, business travel,

consultancy and audit fees, corporate communication and public

relations costs, ICT and other administrative costs. This covers all

Group staff and regional headquarters;

• Operating costs, services provided to properties for daily on- site

operations, such as cleaning, maintenance, security, waste

management, energy and fluid provision, and marketing expenses

(OPEX paid by the property owner or manager and mostly passed

onto tenants as service charges); and

• Capitalised construction works invested in properties for 3 main

purposes: new development or enhancement works, maintenance

works or reletting works (CAPEX paid by the property owner); these

mainly include purchases from constructors, fees for architects,

designers and engineering firms, and insurance premiums.

Capitalised construction works are non-recurring expenses

depending on development activity.

Purchases consist principally of OPEX and CAPEX for the operation and

development of properties (overheads being a small part of the overall

expenses).

To strengthen its approach to responsible procurement, URW

established a mapping of sustainability-related risks in its supply chain

in 2021. This mapping allows URW to understand and identify key risks

related to sustainability in its upstream value chain and allows the

Group to define and implement action plans to manage these risks. The

mapping has involved key representatives of functions with high

procurement volumes (such as development teams or technical teams)

as well as the Group Compliance team. The mapping covers 10 key

procurement categories under 11 risk categories (resources

consumption, pollution, waste generation, climate change, biodiversity,

illegal/forced work, discrimination/harassment, working time/salary,

H&S, data protection, and corruption), with distinction between

countries. This mapping includes mapping of the main existing risk

management measures already in place within the Group. The double

materiality analysis also integrated the outcomes of this risk mapping.

The high ESG risk supplier categories remain the ones related to

construction. These suppliers are particularly exposed to

environmental (raw material sourcing, access to resources, waste

management and carbon emissions), social (labour practices, including

worker safety, fair wages, and working conditions) and governance risks

(compliance with regulations, ethical business practices, and

transparency).

Please refer to Section 3.2.1.3.3 Material impacts, risks and

opportunities and their interaction with strategy and business model.

3.2.4.3.2 Sustainable purchasing approach

URW, as a major buyer, emphasises the importance of setting industry

standards and encourages its suppliers and service providers to adopt

more sustainable practices both in development and in standing

operations supplies. Given the size of its portfolio, the Group works with

a complex supplier network composed of many suppliers, contractors

and subcontractors. URW’s sustainable purchasing strategy focuses on

selecting responsible suppliers, implementing the Responsible

Purchasing Charter along with additional local initiatives, and

incorporating specific sustainability clauses in contracts. This approach

also ensures it is not exposed to the risk of depending on only a few

strategic suppliers.

URW’s governance of supply chain and purchasing is a comprehensive

coordination effort that involves the Sustainability team, the

Compliance team, and the relevant purchasing departments. In

countries where there is a dedicated purchaser, these departments

work closely together to ensure that all procurement activities align

with URW’s sustainability goals and compliance standards. This

collaborative approach ensures that purchasing decisions are made

with a focus on ethical practices, environmental responsibility, and

adherence to regulatory requirements. It is the responsibility of the

Regional Managing Director and Regional COOs in Europe and in the US

to prepare, update and implement a documented purchasing procedure

(challenging process) in strict compliance with the URW Responsible

Purchasing Charter and the Code of Ethics. In 2024, URW launched a

task force for the Group to anticipate the next steps to prepare for the

CS3D regulation, including the associated risks.

URW’s purchasing approach is designed to comply with the following

rules: fairness, focus on quality, long-term partnerships, reduced risk

and the respect for applicable regulations. In addition to the principles

and rules detailed in the Group procedures and Compliance Book (and

specifically in the Code of Ethics and the ACP), all purchases must

comply with the applicable local laws and regulations, especially labour

and environmental laws. These local laws and regulations notably

include the respect of the UK and Australian Modern Slavery Acts and

anti-discrimination clauses in the US.

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To secure the proper application of these rules, in the case of a tender

process and over the term of a contract, the supplier can contact the

GCO at any time to raise and submit a complaint, in accordance with the

Group’s whistleblowing procedure. The URW corporate Internal Audit

team carries out regular audits across the Group to validate the

thorough application of the Group’s procurement guidelines.

In 2024, URW was again identified as a global leader for engaging with

its suppliers on climate change, being awarded a position on the 2023

Supplier Engagement Assessment Leaderboard by global

environmental impact non-profit CDP. URW was recognised to be

among the top 17% of organisations assessed by CDP.

Selection of suppliers

The Group-wide purchasing procedure guarantees an optimised price

for the best level of service while securing an equal treatment among

providers/suppliers. It states that the suppliers of all goods and services

must be selected fairly on the basis of objective, comparable criteria

and, when relevant, according to procedures relating to invitations to

tender. Prospective business partners are screened in line with the

“Know Your Partner” procedure of the Group. As part of this due

diligence, the Group evaluates any violations with respect to

international sanctions, environmental misconduct, suspected or

confirmed act of corruption, illegal employment of migrant workers,

child labour, human trafficking and modern slavery, and any red flags

identified are escalated with the Compliance department. In addition,

these environmental and social factors are of particular importance to

the Group in its choice of suppliers.

Each purchasing step is duly documented for traceability. In both

Europe and the US, URW uses web-based solutions to manage services

procurement in the standing portfolio. It makes the procedures of URW

more robust, facilitates new and direct collaboration between all

stakeholders, ensures the transparency required for all purchasing

decisions, helps operational teams to select providers, and facilitates

the sharing of best practices and risks mitigation. This solution secures

the administrative management for the whole purchasing cycle.

Responsible Purchasing Charter

At the Group scale, in 2023, URW rolled-out a Responsible Purchasing

Charter (the latest version is available on URW’s website) to clearly

define its commitments and requirements to direct and indirect

suppliers, in terms of human rights guarantees, adequate wages, H&S,

sustainability, fair competition, business integrity and the prevention of

any form of corruption. The Charter aims to offer a framework to

appropriately monitor URW’s suppliers’ policies, commitments and, if

needed, corrective actions taken. The Charter is meant to be a

contractually binding document between URW and its suppliers. For the

sake of reciprocity, URW also endeavours to comply with all

requirements set forth in this Charter, where applicable to its own

operations. Since the end of 2024, the Charter is integrated in the

purchase order templates for all geographies, to reinforce the coverage

and expand the scope of purchases that can be covered.

Local approaches

Some local initiatives supplement the Group Responsible Purchasing

Charter:

• In France, in 2014, the Group signed the “Responsible Procurement

Charter”, an initiative led by the French administration. This Charter,

structured around 10 commitments, aims to promote best practices

for more responsible purchases and a more balanced and

cooperative relationship between large companies and their

providers;

• Since 2020, in Sweden, URW has implemented the Swedish property

industry’s Code of Conduct for suppliers in its purchasing processes.

This ensures suppliers and their subcontractors meet sustainability

and responsibility standards, covering environmental preservation,

working conditions, social conditions, and business ethics. Suppliers

must sign the Code of Conduct (preservation of the environment, the

working environment and social conditions and business ethics and

compliance) and complete an annual self-evaluation questionnaire to

demonstrate compliance. An equivalent approach is followed for

construction activities;

• In the UK, URW enforces a scoring matrix based on a detailed

questionnaire, to underpin its objectives towards the due diligence

required by the Modern Slavery Act. The scoring matrix is made of

different criteria weighted to provide a score and contribute to an

early identification of at-risk suppliers. URW monitor suppliers’

commitment to a set of criteria when providing goods or services to

URW;

• Viparis focuses on responsible purchasing to achieve its objectives,

partnering closely with local suppliers, mainly SMEs, in the Île-de-

France region. Viparis enforces a strict compliance with labour laws,

H&S, DEI and environmental standards through its Supplier Charter

and Responsible Purchasing Policy. Viparis evaluates tenders using a

sustainability questionnaire. They conduct “Know Your Partner”

screenings and sustainability assessments via internal

questionnaires or EcoVadis, followed by improvement action plans.

Viparis also performs annual audits under ISO 20121 certification and

has trained its purchasing team in responsible practices; and

• The URW Airports division has a Supplier Diversity Network

Programme to connect disadvantaged businesses in the airport

industry with bidding opportunities. It aims to support and grow

diverse participation, focusing on people of colour, women, LGBTQ

individuals, and historically marginalised communities. The division

invests in partnerships to develop diverse talent across all business

levels and empowers students, employees, and disadvantaged youth

for career advancement. Initiatives like “URW Serves” and Project

Destined highlight their commitment to impactful community

causes.

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Inclusion of sustainability criteria in contractual

clauses

General Purchasing Conditions apply for all the countries in which URW

operates, although they vary between Continental Europe, the UK and

the US, according to local requirements. A clause is also automatically

included in these conditions, requiring suppliers to abide by the Group’s

Code of Ethics provisions, including complying with applicable laws and

regulation, prevention of all forms of corruption and discrimination,

respect for human dignity and for employees’ work, preservation of the

environment, and reporting practices that are in breach of these

principles using the contact procedure provided by the Group.

In Continental Europe, for standing assets, service providers

(particularly cleaning, multi-technical maintenance and security

companies), are asked to sign the General Purchasing Conditions

attached to each contract. This includes a sustainability clause covering

all environmental issues, notably improved energy efficiency,

responsible waste management and the use of environmentally friendly

products and materials, and which ensures the protection of social and

labour rights, including a commitment to comply with the conventions

and standards of the ILO and with local employment legislation.

In the UK, the standard service agreement includes a commitment to

comply with all relevant safety, labour and environment (including but

not restricted to waste and water management) legislation, with the

site environmental management accreditation (ISO 14001) and with

best practices in these areas.

In the US, clauses require the suppliers not to engage in any direct or

indirect form of human trafficking, slavery, or forced or involuntary

labour.

In France, 2 addenda to the General Purchasing Conditions reinforce the

existing sustainability provisions, specifying the efforts and results

expected in terms of environmental and social performance: an

“environmental clauses addendum” and a “professional integration

clauses addendum”. The latter, which was introduced in 2018, commits

service providers to fostering the professional integration of people

remote from the job market. It requires service providers to commit and

make major efforts in this field when providing services within the

Group’s assets. Specific targets are set in association with the Group, to

adapt professional integration ambitions to the scope and business of

each supplier, to secure genuine pathways leading to careers or

qualifications, and diversified recruitment channels. The ambitions are

regularly reviewed. In this addendum, providers also agree to recruit

most of their staff from communities located close to the place where

the contract is being fulfilled, and to take part in the Group’s URW for

Jobs recruitment events (see Section 3.2.3.3.6 Taking action on

material impacts on affected communities, and approaches to

managing material risks and pursuing material opportunities related to

affected communities, and effectiveness of those actions). Finally,

signatory providers agree to prepare and send to the Group a summary

of the professional integration actions implemented, and results

obtained in each of the Group assets in which they operate.

To further the potential positive impact that URW expects to have on

value chain workers, the push for professional integration clauses aims

at improving the working conditions on URW construction sites. The

contractor collects and provides it monthly reports on the number of

effective professional integration hours and before the end of the

following month, all documents containing all useful information

(monthly certificate, hiring date, type of contract, position held, proof of

eligibility of the recruited persons, etc.) that allow the control of the

execution and the evaluation of the actions carried out during the

quarter.

High-risk suppliers

For high-risk suppliers meaning construction suppliers, URW

establishes dedicated purchasing practices for development in Europe

(except the UK and Italy) regardless of asset ownership. These

practices encompass goods, works and services, including design and

construction and is guided by the following principles:

• Equal treatment of suppliers to protect partners’ interests and

adhere to approved project budgets;

• Mandatory tender process required except in cases where justified

reasons exist for one-to-one negotiations or for urgent purchases

under €50,000;

• Mandatory administrative clauses such as:

- Compliance with URW Development Contractual Guidelines;

- Limitation of subcontracting to a maximum of 2 levels;

- Inclusion of clauses to combat illegal employment;

- Adherence to H&S provisions relevant to operations; and

- Commitment to reducing the carbon footprint of development

projects, particularly during the asset development phase. This

includes considering carbon impact in the selection of construction

techniques, materials and technical solutions (see Section 3.2.2.2.7

Targets related to climate change mitigation and adaptation).

Sustainable materials in development projects

As outlined by its internal sustainability guidelines for development

projects, by supporting the development of new construction materials,

URW strives to position itself as an innovative leader in sustainable

construction, driving demand for alternative materials, such as low

carbon concrete, bio-based materials or traditional materials with very

high recycled content. For more information on URW’s approach to the

procurement of innovative, alternative and recycled materials, please

see sub-section “Sustainability Guidelines for development projects” in

Section 3.2.2.5.2 Policies related to resource use and circular economy.

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Positive impact linked to the supply chain and

local supply chains

URW’s Impact Report

(1)

highlighted that its purchases have a positive

impact on local communities and suppliers:

• For every job directly created by URW, 65 additional jobs are

supported in URW’s centres and across Europe (including retailers,

suppliers, etc.).

• For every euro directly generated by URW, an additional €9 is

generated within the economy by our centres (including retailers,

suppliers, etc.).

The majority of URW’s purchases are made locally. For example, assets

and corporate offices primarily source from suppliers within their

country of origin. This demonstrates that URW is not significantly

exposed to suppliers in countries with less stringent standards

regarding working conditions and environmental protection, as most

suppliers are based in the EU or the US. OPEX and CAPEX mostly

comprise labour-intensive services and to that extent are purchases

that cannot be relocated. Most of the supply chain is composed of local

companies or subsidiaries that support the local economy. In addition,

wherever possible, the buyers favour local purchases in the catchment

area of the Group’s assets in order to contribute to employment and

local economic development.

3.2.4.4 Prevention and detection of

corruption and bribery (ESRS G1-3)

The Group has implemented robust internal mechanisms to prevent,

detect and monitor potential risks of engaging in practices that could

lead to corruption or bribery, such as the ACP, the Anti-Money

Laundering Programme and the Group Code of Ethics. The GCO is

responsible for overseeing and enforcing these policies. The GCO is

appointed by the SB of URW SE upon recommendation of the Chief

Executive Officer (“CEO”). To ensure full independence, the GCO reports

to the CEO and the Chairman of the SB. The detailed governance

framework is available in Section 2.4 Ethics and compliance within the

Group. The GCO reports all material compliance breaches to the SB.

The Annual Compliance Report and, if any, dedicated incident reports

related to compliance matters, are brought to the attention of the SB for

discussion. Promoting compliance awareness from the top on a

recurring basis is one of the MB and Group Compliance Officer’s

responsibility in line with the ethics and compliance framework.

The Group’s policies are available on the intranet for internal

distribution. The Code of Ethics has been distributed and communicated

to all employees. Additionally, online training covers the Group’s

compliance policies, and the Compliance team organises

anti-corruption events, such as “Compliance Days,” to raise awareness

about fighting corruption.

The Integrity Line, the Group’s internal alert system, is communicated

through the intranet and our public website. It is accessible to all third

parties via contracts or dedicated communications, including current, past

and prospective employees, shareholders, directors, Board members,

independent contractors, consultants, agents, volunteers and vendors.

Throughout the year, the Compliance team has conducted several in-

person training sessions on various topics. For example, the US team

received training on the importance of whistleblowing and the non-

retaliation principle adopted by URW. In France, training focused on

identifying third parties and conducting proper due diligence.

While the MB plays a key role in the ACP and sets the tone from the top,

the SB receives regular awareness sessions on the Compliance

Programme and its effectiveness. Additionally, all employees are

trained to identify and distinguish situations that could be associated

with corruption and money laundering. The compulsory online training,

“Compliance in Actions!” includes a clear reminder of the Group’s zero-

tolerance principle.

For further information on the Group’s policies and commitments

against corruption, bribery and fraud, please refer to Section 2.4 Ethics

and compliance within the URW Group, and Section 6.2.2.5 Category #5:

legal and regulatory risks.

For more detailed information, please see Section 2.4.5 Anti-Corruption

Programme.

3.2.4.5 Incidents of corruption or bribery

(ESRS G1-4)

In 2024, URW has no confirmed incidents in which its own workers were

dismissed or disciplined for corruption or bribery-related incidents.

Additionally, there have been no confirmed incidents where contracts

with business partners were terminated or not renewed due to

violations related to corruption or bribery. Furthermore, there are no

public legal cases regarding corruption or bribery brought against the

Company or its workers during the reporting period, including cases

initiated in previous years where the outcome was established in the

current reporting period. In 2024, there were no convictions or fines

related to sanctions linked to ethics or anti-corruption for URW.

For more information on URW’s approach to bribery and corruption,

please refer to Section 2.4.5 Anti-Corruption Programme.

(1) Analysis based on 2022 figures for Europe. Methodology defined by PwC Strategy & to measure the total impact of the centres, i.e. direct (URW activity), indirect (URW Tier-1 and

Tier-2 suppliers), induced (resulting from direct and indirect consumption) and hosted (linked to URW tenants). The contribution to GDP is estimated as the sum of direct (reflecting

URW’s production, value added and employment), indirect (created in other sectors by the purchase of products or services from suppliers), induced (created by the consumption of

employees whose jobs were created thanks to URW’s activity), and hosted (resulting from tenant sales). The tax contribution is estimated as the sum of property and other local

taxes, employee and employer social security contributions, income tax and social security contributions (suppliers, tenants), suppliers’ corporate income tax, tenants’ corporate

income tax and VAT generated by tenants’ sales.

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3.2.4.6 Payment practices (ESRS G1-6)

The policy to prevent late payments is to align with all local regulations

regarding payment terms, regardless of the size of the company,

reflecting a commitment to fostering strong, mutually beneficial

relationships with suppliers. Measures include advance payments for

ancillary services, automated late payment reminders, penalties for

late payments, and monitoring by a special "default" committee which

decides on pre-litigation or litigation actions. As actions and policies are

applied to all companies equally, URW has no specific approach

towards SMEs.

The company is committed in its Code of ethics to complying with the

laws and regulations of the countries in which it operates. It has local

payment procedures and adequate payment systems in place to

monitor payment deadlines. URW is working on establishing a Group

policy to among other prevent payment delays starting in 2025,

particularly through procurement guidelines distributed across all

countries.

URWis operating across 10 countries in Europe and for each,has put in

place processes to comply with legal payment terms in place - the later

varying between 30 and 60 days depending on geographies. Note that

there is no legal payment terms in the US. The weighted average

payment term over 2024 in Europe stands at 27 days and 88% of the

payments have been made within applicable terms. At Group level

(including US), the weighted average payment term over 2024 stands at

28 days

(1)

Following the first application of the CSRD for year 2024, and with

respect to payment terms data collection, the Group will seek in 2025

to harmonize the methodology and to enhance scope exhaustivity

(invoices) across geographies.

As at December 31

2024, no litigation regarding payment delays has

been recorded by the Group.

(1) Payment terms have been calculated on the basis of invoices received in 2024 and with a term ending before 31.12.2024 ; without distinction linked to the category of supplier,

on the basis of the legal terms applicable in each country.

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3.2.5 Report on the certification of sustainability information and verification of the

disclosure requirements under Article 8 of Regulation (EU) 2020/852 of Unibail-

Rodamco-Westfield SE

Year ended December 31, 2024

This is a translation into English of the statutory auditors report on the certification of sustainability information and verification of the disclosure

requirements under Article 8 of Regulation (EU) 2020/852 of the Company issued in French and it is provided solely for the convenience of English

speaking users.

This report should be read in conjunction with, and construed in accordance with, French law and the H2A guidelines on “Limited assurance

engagement - Certification of sustainability reporting and verification of disclosure requirements set out in Article 8 of Regulation (EU) 2020/

852".

To the Shareholders’ Meeting,

This report is issued in our capacity as statutory auditors of Unibail-

Rodamco-Westfield SE. It covers the sustainability information and the

information required by Article 8 of Regulation (EU) 2020/852, relating

to the year ended 31 December 2024 included in section 2 of the group’s

management report and presented in Section 3.2 of the Universal

Registration Document.

Pursuant to Article L. 233-28-4 of the French Commercial Code,

Unibail-Rodamco-Westfield SE is required to include the above-

mentioned information in a separate section of its group's management

report. This information has been prepared in the context of the first-

time application of the aforementioned articles, a context characterized

by uncertainties regarding the interpretation of the laws and

regulations, the use of significant estimates, the absence of established

practices and frameworks in particular for the double materiality

assessment and an evolving internal control system. It enables an

understanding of the impact of the group's activity on sustainability

matters, as well as the way in which these matters influence the

development of the business of the group, its performance and position.

Sustainability matters include environmental, social and corporate

governance matters.

Pursuant to Article L. 821-54 paragraph II of the aforementioned Code,

our responsibility is to carry out the procedures necessary to issue a

conclusion, expressing a limited assurance, on:

• compliance with the sustainability reporting standards adopted

pursuant to Article 29b of Directive (EU) 2013/34 of the European

Parliament and of the Council of 14 December 2022 (hereinafter

ESRS for European Sustainability Reporting Standards) of the

process implemented by Unibail-Rodamco-Westfield SE to

determine the information reported, and compliance with the

requirement to consult the social and economic committee provided

for in the sixth paragraph of Article L. 2312-17 of the French Labour

Code;

• compliance of the sustainability information included in the group's

management report and presented in section 3.2 of the Universal

Registration Document with the requirements of Article L. 233-28-4

of the French Commercial Code, including ESRS; and

• compliance with the reporting requirements set out in Article 8 of

Regulation (EU) 2020/852.

The engagement is carried out in compliance with the ethical rules,

including independence, and the quality control rules prescribed by the

French Commercial Code.

It is also governed by the H2A guidelines on “Limited assurance

engagement - Certification of sustainability reporting and verification of

disclosure requirements set out in Article 8 of Regulation (EU) 2020/

852".

In the three separate sections of the report that follow, we present, for

each of the sections of our engagement, the nature of the procedures

that we carried out, the conclusions we drew from these procedures,

and, in support of these conclusions, the elements to which we paid

particular attention and the procedures we carried out with regard to

these elements. We draw your attention to the fact that we do not

express a conclusion on any of these elements taken individually and

that the procedures described should be considered in the overall

context of the formation of the conclusions issued in respect of each of

the three sections of our engagement.

Finally, when deemed necessary to draw your attention to one or more

disclosures of sustainability information provided by Unibail-Rodamco-

Westfield SE in the group's management report, we have included an

emphasis of matter paragraph hereafter.

Limits of our engagement

As the purpose of our engagement is to express limited assurance, the

nature (choice of techniques), extent (scope) and timing of the

procedures are less than those required to obtain reasonable

assurance.

Furthermore, this engagement does not provide guarantee regarding

the viability or the quality of the management of Unibail-Rodamco-

Westfield SE, in particular it does not provide an assessment, of the

relevance of the choices made by Unibail-Rodamco-Westfield SE in

terms of action plans, targets, policies, scenario analyses and transition

plans, which would go beyond compliance with the ESRS reporting

requirements.

It does, however, allow us to express conclusions regarding the entity’s

process for determining the sustainability information to be reported,

the sustainability information itself, and the information reported

pursuant to Article 8 of Regulation (EU) 2020/852, as to the absence of

identification or, on the contrary, the identification of errors, omissions

or inconsistencies of such importance that they would be likely to

influence the decisions that readers of the information subject to this

engagement might make.

Any comparative information that would be included in the group

management report are not covered by our engagement.

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Compliance with the ESRS of the process implemented by

Unibail-Rodamco-Westfield SE to determine the

information reported, and compliance with the

requirement to consult the social and economic committee

provided for in the sixth paragraph of Article L. 2312-17 of

the French Labor Code

Nature of procedures carried out

Our procedures consisted in verifying that:

• the process defined and implemented by Unibail-Rodamco-Westfield

SE has enabled it, in accordance with the ESRS, to identify and assess

its impacts, risks and opportunities related to sustainability matters,

and to identify the material impacts, risks and opportunities that lead

to the publication of information included in section 2 of the group

management report and presented in section 3.2 of the Universal

Registration Document, and

• the information provided on this process also complies with the

ESRS.

We also checked the compliance with the requirement to consult the

social and economic committee.

Conclusion of the procedures carried out

On the basis of the procedures we have carried out, we have not

identified any material errors, omissions or inconsistencies regarding

the compliance of the process implemented by Unibail-Rodamco-

Westfield SE with the ESRS.

Concerning the consultation of the social and economic committee

provided for in the sixth paragraph of Article L. 2312-17 of the French

Labour Code, we inform you that as of the date of this report, this

consultation has not yet been held. 

Elements that received particular attention

We present below the elements that received our particular attention

regarding the compliance with the ESRS of the process implemented by

Unibail-Rodamco-Westfield SE to determine the information published.

• Concerning the identification of stakeholders

Stakeholder identification information is mentioned in the group

management report and presented in sections 3.2.1.3.2 - Stakeholder

Interests and Views and 3.2.1.4 - Impact, Risk and Opportunity

Management of the Universal Registration Document.

We learned about the analysis carried out by Unibail-Rodamco-

Westfield SE to identify the relevant stakeholders for its own activities

and within its value chain. We interviewed management and the

Sustainability department and inspected the available documentation.

• Concerning the identification of impacts, risks and opportunities

Information related to the identification of impacts, risks and

opportunities is mentioned in the group management report and

presented in sections 3.2.1.3.3 - Material Impacts, Risks and

Opportunities and their relationship to the Strategy and Business Model

and 3.2.1.4 - Management of Impacts, Risks and Opportunities of the

Universal Registration Document.

We learned about the process implemented by Unibail-Rodamco-

Westfield SE regarding the identification of impacts (negative or

positive), risks and opportunities ("IRO"), actual or potential, in

connection with the sustainability matters mentioned in paragraph AR

16 of the "Application Requirements" of the ESRS 1 standard.

We appreciated:

- the way in which Unibail-Rodamco-Westfield SE considered the list

of sustainability matters listed by the ESRS 1 (AR 16) in its analysis;

- the consistency of the actual and potential impacts, risks and

opportunities identified by Unibail-Rodamco-Westfield SE with the

available sector analyses and our knowledge of the group's

sustainability strategy.

• Concerning the assessment of impact materiality and financial

materiality

The information relating to the assessment of impact materiality and

financial materiality is mentioned in the group management report and

presented in section 3.2.1.4 - Management of impacts, risks and

opportunities of the Universal Registration Document.

We learned, through interviews with the Sustainability department and

inspection of the available documentation, about the impact materiality

assessment process implemented by Unibail-Rodamco-Westfield SE,

and assessed its compliance with the criteria defined by ESRS 1.

In particular, we appreciated the way in which Unibail-Rodamco-

Westfield SE established and applied the materiality criteria defined by

the ESRS 1 standard to determine the material information published

and the consistency of these criteria with the group's risk analysis.

Compliance of the sustainability information included in

the group management report and presented in section 3.2

of the Universal Registration Document with the

requirements of Article L. 233-28-4 of the French

Commercial Code, including the ESRS.

Nature of procedures carried out

Our work consisted of verifying that, in accordance with the legal and

regulatory requirements, including the ESRS:

• the disclosures provided provides an understanding of the general

basis for the preparation and governance of the sustainability

information included in the Group Management Report and set out in

section 3.2 of the Universal Registration Document, including the

basis for determining the information relating to the value chain and

the exemptions from disclosures used;

• the presentation of this information ensures its readability and

understandability;

• the scope chosen by Unibail-Rodamco-Westfield SE in relation to this

information is appropriate; and

• on the basis of a selection, based on our analysis of the risks of non-

compliance of the information provided and the expectations of its

users, that this information does not contain any material errors,

omissions or inconsistencies, i.e. that are likely to influence the

judgement or decisions of users of this information.

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Conclusion of the procedures carried out

Based on the procedures we have carried out, we have not identified any

material errors, omissions, inconsistencies regarding the compliance of

the sustainability information included in section 2 of the group

management report and presented in Section 3.2 of the Universal

Registration Document, with the requirements of Article or L. 233-28-4

of the French Commercial Code, including the ESRS. 

Emphasis of matter

Without qualifying the conclusion expressed above, we draw your

attention to the information provided in the group management report

and included in section 3.2.1.1.2.1 - Note of first application of the

Universal Registration Document, which underlines the scope,

uncertainties and limitations characterizing the first application of

Article L. 233-28-4 of the French Commercial Code.

Elements that received particular attention

• Information provided in application of environmental standards

(ESRS E1 to E5)

The information disclosed in respect of climate change (ESRS E1) is

included in the group management report and mentioned in section

3.2.2.2 of the Universal Registration Document.

We present below the elements that received our particular attention

regarding the compliance of this information with the ESRS.

Our procedures notably consisted of:

• based on interviews conducted with the relevant individuals, in

particular the Sustainability department, we assessed whether the

description of the policies, actions and targets implemented by

Unibail-Rodamco-Westfield SE on the Better Places perimeter

covers the following areas: greenhouse gas emissions, energy

consumption and adaptation to climate change.

• assessing the appropriateness of the information included in the

group management report and presented in section 3.2.2.2 of the

Universal Registration Document and its overall consistency with our

knowledge of the Group.

• Regarding the information published under the greenhouse gas

emission balance :

- We learned about the internal control procedures put in place by

Unibail-Rodamco-Westfield SE to ensure the compliance of the

information published;

- We learned about the protocols for establishing the greenhouse

gas emissions inventory used by Unibail-Rodamco-Westfield SE to

establish the greenhouse gas emissions balance and assessed its

application methods, on a selection of emission categories and

sites, on scope 1 and scope 2.

- Regarding scope 3 emissions, we appreciated the information

collection process.

- On a selection of emission categories, we assessed the

appropriateness of the emission factors used as well as the

calculation and extrapolation assumptions, taking into account the

uncertainty inherent in the state of scientific or economic

knowledge and the quality of the external data used;

- For physical data (such as energy consumption), we reconciled,

based on samples, the underlying data used to compile the

greenhouse gas emissions balance with the supporting documents;

- We implemented analytical procedures;

- With regard to the estimates that we deemed significant used by

Unibail-Rodamco-Westfield SE for the preparation of its

greenhouse gas emissions report, we learned about the

methodology for calculating the estimated data and the sources of

information on which these estimates are based through interviews

with the Property, Maintenance, Purchasing & Sustainability

(PMPS) and Sustainability departments.

• With regard to the verifications under the transition plan for climate

change mitigation, our work has mainly consisted of assessing

whether the information published under the transition plan meets

the requirements of ESRS E1, appropriately describes the structuring

assumptions underlying this plan, it being specified that we do not

have to pronounce on the appropriateness or level of ambition of the

objectives of this transition plan.

Compliance with the reporting requirements set out in

Article 8 of Regulation (EU) 2020/852

Nature of procedures carried out

Our procedures consisted in verifying the process implemented by

Unibail-Rodamco-Westfield SE to determine the eligible and aligned

nature of the activities of the entities included in the consolidation.

They also involved verifying the information reported pursuant to

Article 8 of Regulation (EU) 2020/852, which involves checking:

• the compliance with the rules applicable to the presentation of this

information to ensure that it is readable and understandable;

• on the basis of a selection, the absence of material errors, omissions

or inconsistencies in the information provided, i.e. information likely

to influence the judgement or decisions of users of this information.

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Conclusion of the procedures carried out

Based on the procedures we have carried out, we have not identified any

material errors, omissions or inconsistencies relating to compliance

with the requirements of Article 8 of Regulation (EU) 2020/852.

Elements that received particular attention

• Regarding the alignment of eligible activities

Information on the alignment of activities is included in section 2 of the

group management report and is presented in section 3.2.2.6.4 - Share

of URW's aligned activities in the Universal Registration Document.

As part of our vérifications, we notably:

• conducted interviews with the Sustainability department to learn

about the process implemented by Unibail-Rodamco-Westfield SE;

• analysed, by means of a sample, the elements on which the

management based its judgement when assessing whether the

eligible economic activities met the cumulative conditions, from the

Taxonomy Framework, necessary to be qualified as aligned, in

particular the principle of "do not significant harm" to the objective of

adaptation to climate change.

Paris La Défense, March 20, 2025

The Statutory Auditors

Deloitte & Associés

Emmanuel Gadret Catherine Saire

KPMG S.A.

Régis Chemouny

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3.3 Green financing of the Group activities

3.3.1 Sustainability-linked financing

(loans, credit facilities and mortgage

financings)

URW has a strong track record in the sustainable finance market. Since

2017, the Group has demonstrated its leadership and commitment to

sustainability through the raising of sustainability-linked ("SL")

financing, including:

• €3.1 Bn SL syndicated credit facility in April 2021 – the largest

(1)

sustainability-linked credit facility for a REIT in Europe

• €2.35 Bn SL syndicated credit facility in 2024; and

• €2.6 Bn of bilateral SL term loans, credit facilities and mortgage

financings

(2)

signed since 2022.

These SL financings incorporate sustainability indicators (e.g. energy

intensity, carbon emission reductions, BREEAM In-Use coverage and

certification levels, and the percentage of URW employees that have

participated in sustainability training) to be evaluated annually over the

contract duration.

The achievement of such KPIs entail an obligation of transparency for

the Group or the entity holding the asset (in the case of a mortgage

financing), as monitoring indicators for these commitments must be

externally audited.

Based on the Group’s fulfilment of these commitments, the SL

financings include either a margin adjustment mechanism and/or a

“sustainable” account on which the Group has pledged to invest the

equivalent amount of the potential savings from these facilities in

sustainability projects within the Group.

As at December 31, 2024, the total SL term loans and undrawn credit

lines represented 84% of term loans and undrawn credit lines.

3.3.2 Green financing (bonds)

3.3.2.1 URW’s Green Financing

Frameworks

The Group currently has 2 frameworks for its green financing:

• A green bond framework (“Green Bond Framework” or “2014

Framework”), launched in 2014, and under which a €0.5 Bn green

bond issued in April 2015 was still outstanding as at December 31,

2024. This framework is still used for the reporting and reallocation

rules of this bond’s proceeds; and

• A green financing framework (“Green Financing Framework” or “2022

Framework”), launched in November 2022, under which three

bondsissued in December 2023 and September 2024 are outstanding

(€2.55 Bn as at December 31, 2024). It will apply for all new green

financing issuances going forward.

3.3.2.1.1 2014 Framework

The Group originally launched its Green Bond Framework in 2014,

approved by Vigeo. It was back then (i) aligned with the International

Capital Market Association Green Bond Principles and (ii) consistent

with the Group’s sustainability strategy. The funds raised from green

bond issuances were used to finance new development projects, and/or

standing assets, meeting all social and environmental criteria for the

construction and operational phases defined in the “Use of Proceeds”

procedure, specified hereafter. Green bonds were only used to finance

resilient “best-in-class” assets, in line with a clear procedure for

allocating funds (“Procedure for asset analysis, selection and

monitoring under the 'green bonds' system” or “Use of Proceeds”

procedure). The following criteria were used to define “eligible assets”:

(i) Greenfield/brownfield project or reconstruction project

(redevelopment and/or extension/renovation project) and/or

standing asset managed by URW SE or its subsidiaries which:

- Achieved BREEAM certification (or any other equivalent

certification) at a level of “Very Good” or higher in the design phase;

and

- Have been awarded a BREEAM In-Use certification (or any other

equivalent certification) for Part 1 Asset Performance and Part 2

Management Performance according to the BREEAM evaluation

framework, at a level of “Very Good” or above within a reasonable

time after the start of operation.

(ii) In addition to the certification (which is a prerequisite), eligible

assets had to meet additional criteria structured into 5 principles:

respect for human rights, contribution to local development,

monitoring of environmental impacts, promotion of responsible

relationships with tenants and visitors, and promotion of

responsible relationships (including social and environmental

aspects) with suppliers. In total, 17 subcriteria were analysed for

the construction phase, and 13 subcriteria were analysed for the

operating phase.

Additional criteria and indicators for eligible assets of this framework

are published on the issuer’s website at the following link:

https://www.urw.com/en/investors/financing-activity/sustainable-

financing.

3.3.2.1.2 2022 Green Financing Framework

In November 2022, URW introduced the Green Financing Framework,

establishing clear requirements for the financing and/or refinancing of

eligible new development projects and the regeneration of standing

assets. With this update, URW imposes higher standards on energy

performance and raises the eligibility criteria to require standing assets

and development projects to meet a BREEAM certification level of at

least “Excellent” and be closely connected to public transport. The new

eligibility criteria also include EU Taxonomy requirements and carbon

emission thresholds (based on the CRREM Decarbonation Pathways).

The 2022 Framework specifies the eligibility criteria, as well as the

allocation and the reporting process to make it easier for investors to

understand and track commitments. URW has also formed in 2022 a

Green Financing Committee that rules on the Use of Proceeds and

support future green financing allocations. The 2022 Framework is

aligned with best market practices, including the June 2021

International Capital Market Association (“ICMA”) Green Bond

Principles as well as the February 2021 Loan Market Association

(“LMA”) Green Loan Principles, while taking into account the EU

Taxonomy TSC. ISS ESG has issued a second party opinion on the

framework confirming this alignment.

(1) As at January 1, 2024.

(2) Including mortgage financing backed by Westfield Centro (at 100%).

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Additional criteria and indicators to be monitored for eligible assets are

published on the issuer’s website at the following link:

https://www.urw.com/investors/financing-activity/sustainable-

financing.

3.3.2.2 Outstanding Green Bonds

Under the Green Bond Framework, URW issued in 2014 the industry’s first

Green Bond on the euro market(“Green Bond I”), and the first international

non-Swedish corporate to issue a Green Bond on the SEK market (“Green

Bond II”). In April 2015, the Group issued its second Green Bond on the euro

market (“Green Bond III”) which was still outstanding as at December 31,

2024.

Under the 2022 Framework, a first Green Bond ("Green Bond IV") was

issued in December 2023 as well as a €1.3 Bn dual-tranche bond issued in

September 2024 ("Green Bond V" and "Green Bond VI"). Green bond

issuances and the allocation of funds are approved by the Group's Green

Financing Committee using a specific procedure formalised internally.

OUTSTANDING GREEN BONDS ISSUED BY URW AS AT DECEMBER 31, 2024

Green Bond III (EUR) Green Bond IV (EUR) Green Bond V (EUR) Green Bond VI (EUR)

Issuer (legal entity name) Unibail-Rodamco-Westfield SE Unibail-Rodamco-Westfield SE Unibail-Rodamco-Westfield SE Unibail-Rodamco-Westfield SE

Date April 15, 2015 December 11, 2023 September 11, 2024 September 11, 2024

Size €500 Mn €750 Mn €650 Mn €650 Mn

Maturity 10 years 7 years 5 years 10 years

Coupon 1.000% 4.125% 3.500% 3.875%

3.3.2.3 Allocation of Green Bond proceeds issued under the 2014 Framework

In line with the Group’s internal Green Bond analysis, selection and monitoring procedure, the funds generated by Green Bond issuances are allocated

to the selected assets based on a previously defined list of “eligible assets” (criteria presented in the following section).

In the case of an asset disposal or an asset no longer being eligible during the funding period (i.e. prior to the bond issue maturity), the proceeds initially

allocated to the disposed asset shall be reallocated to another “eligible asset” held by the Group, based on the same process.

In 2024, following the disposal of the asset, the proceeds of Galerie Montparnasse (Offices) were reallocated to Westfield Hamburg-Überseequartier

(Shopping Centres).

The 2024 allocation of the proceeds from the outstanding bonds is detailed below:

Green bond III

Westfield Hamburg-

Überseequartier Trinity

Westfield Chodov

extension Wroclavia

Business Shopping Centres Offices Shopping Centres Shopping Centres

Proceeds allocated to projects

(1)

23% 12% 25% 40%

Gross Leasable Area scope of consolidation (sqm) 94,500 49,200 39,000

(2)

65,300

(3)

Opening date to public

April 8, 2025 November 13, 2020 October 10, 2017 October 17, 2017

(1) Allocation carried out through internal loans.

(2) GLA as at December 31, 2017.

(3) Including a bus station of 7,200 sqm.

3.3.2.4 Audited criteria – 2014 Framework

URW engaged an independent auditor to verify that the assets financed meet the eligibility criteria. The reporting on these criteria and the independent

auditor’s report on the information related to the allocation of funds are presented in the table below and in Section 3.3.2.7 Independent third party’s

report on Green Bond criteria and indicators. In 2024, the audit covered: Trinity, Westfield Hamburg-Überseequartier (Shopping Centre), Westfield

Chodov extension and Wroclavia.

3.3.2.4.1 Construction phase criteria

PREREQUISITE: MINIMUM BREEAM RATING OF “VERY GOOD”

Westfield Hamburg-Überseequartier (Shopping centre) Trinity Westfield Chodov extension Wroclavia

Excellent

(1)

Excellent

(2)

Excellent

(3)

Excellent

(4)

(1) Pre-assessment overall score of 71.2% equivalent to a BREEAM rating of “Excellent” under the 2018 version of BREEAM DE Neubau framework.

(2) Final overall score of 72.6% and a BREEAM rating of “Excellent” under the 2009 version of BREEAM Europe commercial office framework.

(3) Final overall score of 71.9% and a BREEAM rating of “Excellent” under the 2013 version of BREEAM International retail framework.

(4) Final overall score of 77.1% and a BREEAM rating of “Excellent” under the 2013 version of BREEAM International new construction retail framework.

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17 SUBCRITERIA

Commitments/supporting elements

Westfield

Hamburg-

Überseequartier

(Shopping centre) Trinity

Westfield Chodov

extension Wroclavia

Select the countries in which eligible

assets are located based on human

rights and governance

Integration, signature or ratification of conventions

related to human rights, and labour rights

KPI: country score Vigeo (out of 100) or Civil

rights and political liberties score based on the

SGI (out of 10)

8.7/10

(1)

96.53/100

(2)

93.97/100

(2)

93.10/100

(2)

Press freedom, stability and political freedom;

corruption prevention, independence of the judiciary

system and legal certainty

KPI: country score Vigeo (out of 100) or Robust

democracy score based on the SGI (out of 10)

8.6/10

(1)

97.89/100

(2)

87.98/100

(2)

79.80/100

(2)

Contribution of the eligible assets to

the development and well-being of

communities in which they are

located

Existence of information on projects to neighbours

✓ ✓ ✓ ✓

Absence of material public recourse on the project

preventing the completion of the project

✓ ✓ ✓ ✓

Accessibility of the asset by public transport (within

500 metres)

KPI: Distance to a public transport mode (m)

50 m

Metro line

150 m

Metro line

20 m

Metro line

0 m

Bus terminal

35 m

Railway station

Promote the potential use of alternative transport

solution and sustainable mobility

✓ ✓ ✓ ✓

Monitoring the environmental

impacts of eligible assets

Involvement of an external environmental consultant

✓ ✓ ✓ ✓

Commissioning Report

✓ ✓ ✓

Environmental Impact Assessment and

implementation of appropriate measures if necessary

✓ ✓ ✓

Promote applicable Considerate Construction

Charter to minimise environmental impact of building

sites during construction phase

✓ ✓ ✓

Optimise intrinsic energy performance of the asset in

view of applicable regulatory constraints

KPI: Percentage improvement over national

standard building energy performance (%)

-21%

(3)

-28%

(4)

-9%

(5)

-14%

(6)

Involvement of an ecologist during the project phase

✓ ✓ ✓ ✓

Promoting sustainable and enduring

relationships with tenants and

visitors

Promote “green leases” signature before opening

KPI: Percentage of green leases signed (%)

78%

(7)

100%

(7)

90%

(7)

99%

(7)

Promote social and environmental

factors with suppliers/service

providers

Promote, if possible, a Health and Safety Coordinator

contract (or equivalent)

✓ ✓ ✓ ✓

Promote access control to building site

✓ ✓ ✓ ✓

Promote the application of the Considerate

Construction Charter or equivalent to minimise

environmental impact of building sites

✓ ✓ ✓ ✓

E-learning for URW’s employees on its Code of Ethics

✓ ✓ ✓ ✓

(1) The Vigeo Country Rating Index, has been substituted in 2023 with the 2022 Sustainable Governance Indicators ("SGI"), released each year by the Bertelsmann Stiftung. This change was

necessary due to the discontinuation of the Vigeo Country Rating index present in the Use of Proceeds. The SGI Index has been chosen due to the following factors:

1. Robustness and coverage: The SGI provides a robust assessment of governance practices across all countries in which we operate.

2. Annual updates.

3. Accessibility: The SGI is public and freely accessible to everyone.

4. Close alignment with the Use of Proceeds: The 2 SGI indicators – “Civil rights and political liberties” and “Robust democracy” – are the closest indicators we have found that match the

criteria outlined in our Green Bond’s Use of Proceeds, respectively: the “Respect, protection and promotion of freedom and human rights” criteria and the “democratic institutions” criteria.

(2) Source: Vigeo country score – February 2021.

(3) According to dynamic thermal simulation aligned with ENEV. Average energy performance of new buildings range from -11% to -35%.

(4) According to dynamic thermal simulation aligned with RT 2012 requirements or regulatory RT 2012 calculation.

(5) According to dynamic thermal simulation aligned with ASHRAE Energy Standard 3 and local standards 78/2013Sb and ČSN 730540.

(6) According to dynamic thermal simulation aligned with local regulation.

(7) Green leases V1 and V2 signed as at December 31, 2020.

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3.3.2.4.2 Operation phase criteria

PREREQUISITE: MINIMUM BREEAM IN-USE SCORE “VERY GOOD” FOR PART 1 ASSET PERFORMANCE (“P1”) AND PART 2 MANAGEMENT

PERFORMANCE (“P2”)

Westfield Hamburg-Überseequartier

(Shopping Centre) Trinity Westfield Chodov extension Wroclavia

Expected in Universal Registration

Document (URD) 2026

Obtained: 09/12/2024

(2)

(P1): Excellent (P2): Excellent

Obtained: 12/21/2018

(1)

Re-certified: 01/19/2022

(2)

(P1): Excellent (P2): Excellent

Obtained: 12/11/2020

(1)

Re-certified:

(3)

12/11/2023

(P1): Outstanding (P2): Outstanding

(1) According to BREEAM In-Use International 2015 scheme.

(2) According to BREEAM International In-Use: Commercial Version 6.

(3) Wroclavia’s initial level of certification obtained in 2020 was Excellent for P1 and P2, the re-certification led to an improvement to Outstanding for both parts according to

BREEAM In-Use International 2015 scheme.

13 SUBCRITERIA

Westfield

Hamburg-

Überseequartier

(Shopping

Centre) Trinity

Westfield Chodov

extension Wroclavia

Contribution of the eligible

assets to the development

and well-being of the

communities in which they

are located

Assess local employment through tenants’ activities (e.g. follow-up of

number of jobs created in the catchment area)

KPI: Total tenants supported job (FTE)

Expected in URD

2026

n/a 1,200

(1)

1,452

(1)

Monitor the

environmental impacts

of eligible assets

Environmental action plan and follow-up with regular

reporting (from 1 year after opening)

Expected in URD

2026

✓ ✓ ✓

Annual audit of health and safety risks (from 2 years after

opening) Indicator: annual risk audit (rating A to D)

Expected in URD

2027

(2)

Assess energy consumption and CO2 emissions with potential

action plan if needed

Indicator: energy intensity (kWh/visit) since measured

baseline

Indicator: carbon intensity (gCO

e/visit) since measured

baseline

Expected in URD

2028

27 % kWh/

occupant

16 % gCO

e /

occupant

(2024/2023)

-35% kWh/ visit

-68% gCO

e/ visit

(2024/2018)

-42% kWh/ visit

-49% gCO

e/visit

(2024/2018)

Promote sustainable and

enduring relationships

with tenants and visitors

Organise on-site Sustainability Committee

Expected in URD

2026

n/a

✓ ✓

Conduct satisfaction survey with retailers

KPI: Overall satisfaction score (out of 100)

Expected in URD

2026

n/a 84/100 72/100

4-Star labelling or equivalent if applicable

Expected in URD

2026

n/a

✓ ✓

Conduct satisfaction survey with visitors

KPI: Overall satisfaction score (out of 100)

Expected in URD

2026

n/a 79/100 50/100

Relevant safety management (e.g. video protection plan)

Expected in URD

2025

n/a

✓ ✓

Promote social and

environmental factors

with suppliers

Promote labour rights to suppliers via contractual

documentation

Expected in URD

2025

✓ ✓ ✓

Promote environmental and social factors to suppliers via

contractual documentation

Expected in URD

2025

✓ ✓ ✓

Promote ethics to suppliers via contractual documentation

Expected in URD

2025

✓ ✓ ✓

Assess regularly compliance with contractual clauses by the

main suppliers

Expected in URD

2026

✓ ✓ ✓

(1) Source: Shopping centre retailer survey performed by shopping centre management.

(2) Source: HSE risk audit performed by an external third party – see methodology in Section 3.2.3.2.6.2 Health and safety.

(3) This criteria is not applicable because URW does not have a contractual relationship with providers on that asset: the only tenant owns the contractual relationships with

maintenance, safety and cleaning providers.

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3.3.2.5 Allocation of green bonds under the 2022 Framework

In line with "2.2 Use of Proceeds" and "2.3 Project evaluation and

selection process" of the 2022 Framework, the proceeds are allocated

to Eligible Green Assets meeting one of the 4 Eligible Categories

(construction of new buildings, acquisition and ownership of buildings,

significant renovation and individual renovation measures). URW

engaged an independent auditor to verify that the assets financed meet

the eligibility criteria.

No changes were made to the allocation of Green Bond IV issued in

December 2023. For the €1.3 Bn dual-tranche green bond (Green Bond

V and Green Bond VI) issued in September 2024, funds were allocated to

Eligible Green Assets under acquisition and ownership of buildings and

construction of new buildings.

The 2024 allocation of the proceeds from the outstanding green bonds

is detailed below:



Green Bond IV Green Bond V Green Bond VI

Eligible

Category

Acquisition

and ownership

of buildings

Construction of new buildings

Acquisition and

ownership of buildings

Construction of new

buildings

Construction of new

buildings

Eligible Green

Asset

Westfield Mall

of the

Netherlands

Westfield Hamburg-

Überseequartier

Lightwell

Westfield

Glories

Westfield

Parquesur

Westfield

Hamburg-

Überseequartier

Lightwell

Westfield Hamburg-

Überseequartier

Business Shopping Centres Offices Hotels Offices Shopping Centres Offices

Shopping

Centres

Offices Hotels

Proceeds

allocated to

projects

(1)

26%

15% 26% 24% 9% 29% 35% 29% 8% 73% 13% 14%

Financing/

Refinancing

GLA scope of

consolidation

125,000 94,500 49,800 27,900 33,600 70,100 159,000 94,500 33,600 94,500 49,800 27,900

Opening date

to public

March 18,

2021

April 8,

2025

Q2 to

H2-

2025

Q2-

2025 to

2026

October

2, 2024

n/a n/a April 8, 2025

October

2, 2024

April 8,

2025

Q2 to

2025

Q2-

2025 to

2026

(1) Allocation carried out through internal loans. Figures may not round up due to rounding.

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3.3.2.6 Audited criteria and impact report – 2022 Framework

URW engaged an independent auditor to verify that the assets financed

meet the eligibility criteria. The reporting on these criteria and the

independent auditor’s report on the information related to the allocation

of funds are presented in the table below and in Section 3.3.2.7

Independent third party’s reports on Green Bond criteria

(1)

and

indicators.

In 2024, the audit covered: Westfield Mall of the Netherlands, Westfield

Gloriès, Westfield Parquesur, Westfield Hamburg-Überseequartier and

Lightwell.

Eligible category Acquisition and ownership of buildings Construction of new buildings

Eligible green asset

Westfield Mall of

the Netherlands Westfield Glories

Westfield

Parquesur Westfield Hamburg-Überseequartier Lightwell

Business

Shopping Centres Shopping Centres Shopping Centres Shopping Centres Offices Hotels Offices

Key performance

Distance to public

transport < 50 m < 50 m < 50 m < 50 m < 150 m

Pre-requisite criteria

– Accessibility

✓ ✓ ✓ ✓

✓ ✓

✓

Eligibility criteria

selected

Obtained

certification In-

use BREEAM

“Excellent”

EU taxonomy

Substantial

Contribution

Criteria : EPC A

EU taxonomy

Substantial

Contribution

Criteria : EPC A Expected certification new-build BREEAM “Excellent”

Expected

certification

refurbishment

BREEAM

“Excellent”

Additional details

related to eligibility

criteria

The asset is also

below the CO

emissions

thresholds from

the Green

Financing

Framework

The asset is also

below the CO

emissions

thresholds from

the Green

Financing

Framework

The asset is also

below the CO

emissions

thresholds from

the Green

Financing

Framework

The project has been evaluated internally as compliant

with the EU Taxonomy substantial contribution criteria

from the Green Financing Framework

The project has

been evaluated

internally as

compliant with

the EU Taxonomy

substantial

contribution

criteria from the

Green Financing

Framework

Impact report

Energy related KPIs

Energy-related

carbon

performance (FY-

2024) = 0.14

kgCO

e/sqm

Energy-related

carbon

performance (FY-

2024) = 0.26

kgCO

e/sqm

Energy-related

carbon

performance (FY-

2024) = 4.6

kgCO

e/sqm

Average energy performance of new building compared to

regulatory standard from -11% to -35%

Energy

performance of

refurbished

building

compared to

regulatory

standard: RT

Existant – 50%

Avoided emissions

related to yearly

carbon

performance from

energy: 4,183

tCO

e per year

(3)

Avoided

emissions related

to yearly carbon

performance

from energy:

1,569 tCO

e per

year

(3)

Avoided emissions

related to yearly

carbon

performance from

energy: 1,136

tCO

e per year

(3)

Not quantified yet

Improvements of

the energy

intensity will

avoid up to 85

tCO

e per year

(2)

(1) Internal estimates based on improved energy intensity.

(2) Comparing with the green financing framework threshold for the year 2024 of 30 kgCO

e /sqm/year.

(1) Refer to Section 3.3.2 Green financing.

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3.3.2.7 Independent third party’s reports on Green Bond criteria and indicators

3.3.2.7.1 Report from the Statutory Auditors on the information related to the allocation, as of 31

December 2024, of funds raised through the green bond issued on April 15, 2015

This is a free translation into English of the original report issued in the French language and is provided solely for the convenience of English-

speaking users. This report should be read in conjunction, and construed in accordance, with French law and regulations applicable in France.

Year ended December 31, 2024

To the Chairman of the Management Board,

In our capacity as statutory auditors of Unibail-Rodamco-Westfield SE

(the “Company”) and in accordance with your request, we have

undertaken a limited assurance engagement on the following

information (the “Information”):

• the allocation, as of December 31, 2024, of funds raised through the

green bonds issued under number XS1218319702 on April 15, 2015

(the “Issuing”), which amount to €500 Mn, contained in the attached

document

(1)

(the “Attached Document”);

• the projects financed by the Issuing and identified as eligible by the

Company (the “Eligible Projects”) contained in the Attached

Document.

The Information has been prepared in the context of the green bond

offering dated on April 15 2015 (the “Green Bond Offerings”) and the

green bond framework defined by the Company (the “2014 Green Bond

Framework”).

Our limited assurance conclusion

Based on the procedures we have performed as described under the

section “Summary of the work we performed as the basis for our

assurance conclusion” and the evidence we have obtained, nothing has

come to our attention that causes us to believe that the Information is

not prepared, in all material respects, in accordance with the

Company’s 2014 Green Bond Framework used and the basis of

preparation set out under the section “Understanding how Unibail-

Rodamco-Westfield SE has prepared the Information”.

We do not express an assurance conclusion on information in respect of

earlier periods not covered by the Attached Document or on any other

information not included in the Attached Document. We have not

reviewed and do not provide any assurance over other individual project

information reported.

Understanding how Unibail-Rodamco-Westfield SE has

prepared the Information

The absence of a commonly used generally accepted reporting

framework or a significant body of established practices on which to

draw to evaluate and measure the sustainability information allows for

different, but acceptable, measurement techniques that can affect

comparability between entities and over time.

Consequently, the Information needs to be read and understood

together with the Green Bonds Offerings and the 2014 Green Bond

Framework available on the internet site or on demand.

Unibail-Rodamco-Westfield SE’s responsibilities

Management of Unibail-Rodamco-Westfield SE are responsible for:

• Selecting or establishing suitable criteria for preparing the

Information;

• Selecting the Eligible Projects regarding the eligible criteria;

• Preparing the Information in compliance with the Green Bonds

Offerings and the 2014 Green Bond Framework;

• Designing, implementing and maintaining internal control over

information relevant to the preparation of the Information that is free

from material misstatement, whether due to fraud or error.

Our responsibilities

We are responsible for:

• Planning and performing the engagement to obtain limited assurance

about whether the Information is free from material misstatement,

whether due to fraud or error;

• Forming an independent conclusion, based on the procedures we

have performed and the evidence we have obtained; and

• Reporting our conclusion to the Directors of Unibail-Rodamco-

Westfield SE.

As we are engaged to form an independent conclusion on the

Information as prepared by management, we are not permitted to be

involved in the preparation of the Information as doing so may

compromise our independence.

However we have no responsibility for:

• Challenging the eligibility criteria, and in particular we give no

interpretation on the final terms;

• Forming an opinion on the effective use of the funds allocated to the

Eligible Projects after such funds have been allocated.

Professional standards applied

We performed our limited assurance engagement in accordance with

the professional guidance issued by the French Institute of Statutory

Auditors (Compagnie nationale des commissaires aux comptes

“CNCC”) applicable to such engagement and ISAE 3000 (Revised)

«Assurance Engagements other than Audits and Reviews of Historical

Financial Information».

(1) See section 3.3.2

3.3 Green financing of the Group activities

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Our independence and quality control

We have complied with the independence and other ethical

requirements of the French Code of Ethics for Statutory Auditors (code

de déontologie) as well as the provisions set forth in Article L.822-11 of

the French Commercial Code (code de commerce) and the International

Code of Ethics for Professional Accountants (including International

Independence Standards) issued by the International Ethics Standards

Board for Accountants (IESBA Code).

In addition, we have implemented a system of quality control including

documented policies and procedures regarding compliance with

applicable legal and regulatory requirements, the ethical requirements,

professional standards and French professional guidance.

Our work was carried out by an independent and multidisciplinary team

with experience in sustainability reporting and assurance. 

Summary of the work we performed as the basis for our

assurance conclusion

We are required to plan and perform our work to address the areas

where we have identified a material misstatement of the Information is

likely to arise. The procedures we performed were based on our

professional judgment.

In carrying out our limited assurance engagement on the Information

we:

• Obtained an understanding of the procedures implemented by the

Company for producing the Information contained in the Attached

Document;

• Assessed the compliance, in all material respects, of the Eligible

Projects with the eligibility criteria by performing substantive testing

on a sample basis;

• Verified the appropriate segregation of the funds raised from the

Issuing and their exclusive allocation to Eligible Projects;

• Performed the necessary reconciliations between the Information

and the underlying accounting records;

• Verified that the Information agrees with the data used to prepare the

consolidated financial statements for the year ended

31December2024;

• Verified the reallocation of the funds raised from the Issuing in prior

years for assets disposed in 2024 to other Eligible Projects;

• Verified that the internal loans or financing contracts signed in prior

years with the Company’s subsidiaries owning Eligible Projects are

still in force as of December 31, 2024.

The procedures performed in a limited assurance engagement vary in

nature and timing from, and are less in extent than for, a reasonable

assurance engagement. Consequently, the level of assurance obtained

in a limited assurance engagement is substantially lower than the

assurance that would have been obtained had we performed a

reasonable assurance engagement.

This report has been prepared within the context described above and

may not be used, distributed or referred to for any other purpose.

Paris-La Défense, March 20, 2025

The Statutory Auditors,

French original signed by:

Deloitte & Associés

Emmanuel Gadret Catherine Saire

KPMG S.A.

Régis Chemouny

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3.3.2.7.2 Report from the Statutory Auditors on the information related to the allocation, as of 31

December 2024, of funds raised through the green bonds issued on December 11, 2023 and on

September 11, 2024

Year ended December 31, 2024

This is a free translation into English of the original report issued in the French language and is provided solely for the convenience of English-

speaking users. This report should be read in conjunction, and construed in accordance, with French law and regulations applicable in France.

To the Chairman of the Management Board,

In our capacity as statutory auditor of Unibail-Rodamco-Westfield SE

(the “Company”) and in accordance with your request, we have

undertaken a limited assurance engagement on the following

information (the “Information”):

• the allocation, as of December 31, 2024, of funds raised through the

green bonds issued under number FR001400MLN4 on December 11,

2023, under number FR001400SIL1 and under number

FR001400SIM9 on on September 11, 2024 (the “Issuing”), which

amount to €750 Mn, €650 Mn and €650 Mn respectively contained in

the attached document

(1)

(the “Attached Document”);

• the projects financed by the Issuing and identified as eligible by the

Company (the “Eligible Projects”) contained in the Attached

Document.

The Information has been prepared in the context of the green bonds

offering dated on December 11, 2023 and on September 11, 2024 (the

“Green Bonds Offering”) and the green bonds framework defined by the

Company (the “2022 Framework”).

Our limited assurance conclusion

Based on the procedures we have performed as described under the

section “Summary of the work we performed as the basis for our

assurance conclusion” and the evidence we have obtained, nothing has

come to our attention that causes us to believe that the Information is

not prepared, in all material respects, in accordance with the

Company’s Framework 2022 used and the basis of preparation set out

under the section “Understanding how Unibail-Rodamco-Westfield SE

has prepared the Information”.

We do not express an assurance conclusion on information in respect of

earlier periods not covered by the Attached Document or on any other

information not included in the Attached Document. We have not

reviewed and do not provide any assurance over other individual project

information reported.

Understanding how Unibail-Rodamco-Westfield SE has

prepared the Information

The absence of a commonly used generally accepted reporting

framework or a significant body of established practices on which to

draw to evaluate and measure the sustainability information allows for

different, but acceptable, measurement techniques that can affect

comparability between entities and over time.

Consequently, the Information needs to be read and understood

together with the Green Bonds Offerings and the Framework 2022

available on the internet site or on demand.

Unibail-Rodamco-Westfield SE’s responsibilities

Management of Unibail-Rodamco-Westfield SE are responsible for:

• Selecting or establishing suitable criteria for preparing the

Information;

• Selecting the Eligible Projects regarding the eligible criteria;

• Preparation of the Information in compliance with the Green Bonds

Offerings and the Framework 2022;

• Designing, implementing and maintaining internal control over

information relevant to the preparation of the Information that is free

from material misstatement, whether due to fraud or error.

Our responsibilities

We are responsible for:

• Planning and performing the engagement to obtain limited assurance

about whether the Information is free from material misstatement,

whether due to fraud or error;

• Forming an independent conclusion, based on the procedures we

have performed and the evidence we have obtained; and

• Reporting our conclusion to the Directors of Unibail-Rodamco-

Westfield SE.

As we are engaged to form an independent conclusion on the

Information as prepared by management, we are not permitted to be

involved in the preparation of the Information as doing so may

compromise our independence.

However we have no responsibility for:

• Challenging the eligibility criteria, and in particular we give no

interpretation on the final terms;

• Forming an opinion on the effective use of the funds allocated to the

Eligible Projects after such funds have been allocated.

Professional standards applied

We performed our limited assurance engagement in accordance with

the professional guidance issued by the French Institute of Statutory

Auditors (Compagnie nationale des commissaires aux comptes

“CNCC”) applicable to such engagement and International Standard on

Assurance Engagements 3000 (Revised) «Assurance Engagements

other than Audits and Reviews of Historical Financial Information».

(1) Refer to Section 3.3.2 Green financing.

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Our independence and quality control

We have complied with the independence and other ethical

requirements of the French Code of Ethics for Statutory Auditors (code

de déontologie) as well as the provisions set forth in Article L.822-11 of

the French Commercial Code (code de commerce) and the International

Code of Ethics for Professional Accountants (including International

Independence Standards) issued by the International Ethics Standards

Board for Accountants (IESBA Code).

In addition, we have implemented a system of quality control including

documented policies and procedures regarding compliance with

applicable legal and regulatory requirements, the ethical requirements,

professional standards and French professional guidance.

Our work was carried out by an independent and multidisciplinary team

with experience in sustainability reporting and assurance.

Summary of the work we performed as the basis for our

assurance conclusion

We are required to plan and perform our work to address the areas

where we have identified a material misstatement of the Information is

likely to arise. The procedures we performed were based on our

professional judgment.

In carrying out our limited assurance engagement on the Information

we:

• Obtained an understanding of the procedures implemented by the

Company for producing the Information contained in the Attached

Document;

• Assessed the compliance, in all material respects, of the Eligible

Projects with the eligibility criteria by performing substantive testing

on a sample basis;

• Verified the appropriate segregation of the funds raised from the

Issuing and their exclusive allocation to Eligible Projects;

• Performed the necessary reconciliations between the Information

and the underlying accounting records;

• Verified that the Information agrees with the data used to prepare the

consolidated financial statements for the year ended

31December2024;

• Verified that the internal loans or financing contracts signed in prior

years with the Company’s subsidiaries owning Eligible Projects are

still in force as of December 31, 2024.

The procedures performed in a limited assurance engagement vary in

nature and timing from, and are less in extent than for, a reasonable

assurance engagement. Consequently, the level of assurance obtained

in a limited assurance engagement is substantially lower than the

assurance that would have been obtained had we performed a

reasonable assurance engagement.

This report has been prepared within the context described above and

may not be used, distributed or referred to for any other purpose.

Paris-La Défense, March 20, 2025

The Statutory Auditors,

French original signed by:

Deloitte & Associés

Emmanuel Gadret

KPMG S.A.

Régis Chemouny

3.3 Green financing of the Group activities

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3.4 Appendices

3.4.1 Additional information

The information below has been deemed non-material within the context of the sustainability statement but may be useful for extra-financial rating

agencies, investors or other stakeholders.

3.4.1.1 Environmental information

3.4.1.1.1 Energy-related and GHG emissions additional information

All the tables below refer to the Better Places scope.

TOTAL ENERGY CONSUMPTION (MWH AND %)

Retail Office

2024 Total (MWh) 505,837 5,351

of which natural gas (Scope 1) 44,268 0

of which electricity (Scope 2) 315,414 2,879

of which district heating and cooling (Scope 2) 146,156 2,472

Of which on-site production (%) 4.0% 0%

Of which off-site purchase (%) 96.0% 100%

LIKE-FOR-LIKE EVOLUTION IN ENERGY CONSUMPTION (MWH AND %)

Retail Office

2024 like-for-like (MWh) 492,626 5,351

of which natural gas (Scope 1) 44,227 0

of which electricity (Scope 2) 302,906 2,879

of which district heating and cooling (Scope 2) 145,493 2,472

2023 like-for-like (MWh) 530,519 6,994

of which natural gas (Scope 1) 55,548 0

of which electricity (Scope 2) 314,244 4,239

of which district heating and cooling (Scope 2) 143,026 2,755

2024/2023 change (%) -7% -23%

of which natural gas (Scope 1) -20% 0%

of which electricity (Scope 2) -4% -32%

of which district heating and cooling (Scope 2) 2% -10%

3.4 Appendices

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SHARE OF TOTAL ENERGY CONSUMPTION DERIVED FROM RENEWABLE SOURCES PER ENERGY SOURCE: ELECTRICITY, DISTRICT

HEATING AND COOLING, AND DIRECT ENERGY CONSUMPTION (MWH AND %)

Retail Office

2024 total electricity consumption (MWh) 315,414 2,879

of which green electricity (%) 100% 100%

2024 total district heating & cooling consumption (MWh) 146,156 2,472

of which renewable energy (%) 37% 36%

2024 total fuels direct energy consumption (MWh) 44,268 0

of which renewable energy (%) 0% 0%

2024 RENEWABLE ELECTRICITY PRODUCED ON SITE (MWH), WITH BREAKDOWN BETWEEN SALES AND SELF-CONSUMPTION (%)

Renewable electricity produced on site comes mostly from solar PV.

Retail Office

Total renewable electricity produced on site (MWh) 20,657 0

of which self-consumed (%) 99% –

of which sold (%) 1% –

BREAKDOWN OF THE 2024 GROUP CARBON FOOTPRINT BY ACTIVITY (TCO

URW carbon footprint by activity

(tCO

Managed Energy (including Scope 3 indirect energy emissions) 39,184

Tenants’ Energy 169,866

Construction 232,947

Visitors’ transportation 2,287,461

Others 211,240

Total 2,940,698

GHG EMISSIONS FROM ENERGY CONSUMPTION OF STANDING ASSETS (SCOPES 1 AND 2) (TONNES OF CO

(1)

GHG emissions generated by the energy purchased and managed by the site manager over the year (Scope 1: natural gas, Scope 2: electricity, district

heating and cooling networks).

Retail Office

2024 Total (tCO

e) 22,178 226

of which direct emissions – Scope 1 (tCO

e) 9,097 –

of which indirect emissions – Scope 2 (tCO

e) 13,081 226

2023 Like-for-like (tCO

e) 24,709 191

2024 Like-for-like (tCO

e) 22,057 226

2024/2023 change (%) -10,7% 18,0%

The Group policy regarding renewable electricity purchase enables it to reduce its operations’ carbon footprint year-on-year. It also allows the Group

to encourage producers to invest in the development of clean technologies by increasing market demand for these energy sources.

(1) These emissions are expressed based on emission factors for each source of energy using the “market-based” method of the GHG Protocol, according to which these factors

depend on the type of energy consumed (electricity, natural gas, etc.), the country, the supplier and the nature of the energy product (energy from fossil fuels or renewable

sources). These are specific factors associated with the contractual commitments between the supplier and property manager which do not necessarily reflect emissions from

energy delivered by the grid but valorise and focus on the production and purchase of energy that is certified as generated from renewable sources

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CARBON INTENSITY LINKED TO THE ENERGY CONSUMPTION OF STANDING ASSETS (SCOPES 1 AND 2) BY AREA FOR SHOPPING

CENTRES (RETAIL) AND OFFICES, AND BY USAGE FOR CONVENTION & EXHIBITION VENUES(GCO2/SQM AND DOCC

(1)

PER YEAR)

Retail

(kgCO

e/sqm)

Office

(kgCO

e/sqm)

Exhibition

(gCO

e/sqm DOCC)

2024 Total 5.1 3.6 52.9

2023 Like-for-like 5.9 3.1 135.6

2024 Like for-like 5.2 3.6 86.9

2024/2023 Change (%) -12% 18% -36%

2019 AND 2024 VIPARIS CARBON FOOTPRINT FOLLOWING “MARKET-BASED” AND “LOCATION-BASED” METHODS

Viparis’ carbon footprint is presented below, separated from the rest of URW portfolio:

Location based Base year 2019

2024

Gross Scope 1 GHG emissions (tCO

e) – 1,395

Gross Scope 2 GHG emissions (tCO

e) – 3,184

Total Gross indirect (Scope 3) GHG emissions (tCO

e) – 894,000

Total GHG emissions (location-based) (tCO

e) – 898,579

Market based Base year 2019

2024

Gross Scope 1 GHG emissions (tCO

e) 1,570 1,395

Gross Scope 2 GHG emissions (tCO

e) 1,483 1,469

Total Gross indirect (Scope 3) GHG emissions (tCO

e) 552,764 892,512

Total GHG emissions (market-based) (tCO

e) 555,817 895,377

3.4.1.1.2 Water-related additional information

All the tables below refer to the Better Places scope.

Retail Office

2024 total water consumption (m

) 5,245,938 19,877

of which municipal water (%) 98.6% 100%

of which rainwater (%) 0.2% 0%

of which groundwater (%) 0.5% 0%

of which surface water (%) 0.5% 0%

of which wastewater from another organisation (grey water) (%) 0.2% 0%

2023 like-for-like (m

) 5,233,076 15,157

2024 like-for-like (m

) 5,245,938 19,877

2024/2023 change (%) 0.2% 31.1%

(1) DOCC represents the surface area occupied per day of occupancy.

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Quantity of water

)

2024 total water consumption for assets located in water-stressed areas (m

) 1,405,505

of which municipal water (%) 98.5%

of which rainwater (%) 0%

of which groundwater (%) 1.4%

of which surface water (%) 0%

of which wastewater from another organisation (grey water) (%) 0%

2023 like-for-like (m

) 1,318,444

2024 like-for-like (m

) 1,405,505

2024/2023 change (%) 6.6%

Quantity of water

)

2024 total water recycled and reused (grey water) for URW portfolio 10,060

2024 total water stored and used (rain water) for URW portfolio 11,375

2024 total water recycled and reused (grey water) for assets located in water-stressed areas 331

2024 total water stored and used (rain water) for assets located in water-stressed areas 364

Group

Water intensity of standing assets (m

/€ Mn gross revenue) 2,170

Water consumption of standing assets in (m

) 5,265,815

Gross revenue (equivalent to the Gross Rental Income. See Section 5.1 Consolidated financial statements) (€ Mn) 2,427

3.4.1.1.3 Details about the Part 1 of the BREEAM-In-Use certification in Europe

Retail - BREEAM IN-USE Part 1

COVERAGE OF THE CERTIFICATION – SHOPPING CENTRES (RETAIL) – BETTER PLACES SCOPE – EUROPE ONLY

Number of

assets certified

Surface area

certified

(sqm GLA)

Certification coverage

% (in number) % (in sqm GLA)

Total certified Retail assets 40 3,409,600 85% 87%

Of which Outstanding 4 255,800 10% 8%

Of which Excellent 28 2,604,800 70% 76%

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3.4.1.1.4 Details on pollution prevention, control

and mitigation for URW operations

The Group complies with all applicable environmental legislation

across all its activities. The Group’s acquisitions and developments are

covered by the policy of risk management and subject to H&S and

environmental risk analysis.

As such, the Group’s acquisition process incorporates an assessment of

technical, regulatory H&S and environmental risks, including soil

pollution, wetland protection and climate change, as part of its

preacquisition due diligence.

Air pollution

Related to the pollution of air linked to the transport of visitors to its

shopping centres, URW is committed to reduce the carbon emissions

linked to visitor transportation (see Section 3.2.2.2.2 Transition plan for

climate change mitigation) and to improve the sustainable means of

transport connectivity (including the electrification of the vehicle fleet)

to reduce the emissions of fine particles due to the use of thermal cars.

Pollution related to water and soil through

operational waste

With regards to the pollution of water and soil through waste deposit,

URW is committed to zero waste to landfill throughout its operation by

2025, to limit the global quantity of waste generated in its shopping

centres by 2030, and to improve the total recycle rate of its operational

waste to limit any potential impact related to its waste production (see

Section 3.2.2.5.2 Policies related to resource use and circular economy).

Compliance with environmental regulation

Penalties for non-compliance with environmental legislation and

regulations.

2024

2024 monetary value of fines for environmental breaches (€) 141,039

2024 total number of non-monetary sanctions for environmental breaches 0

3.4.1.1.5 Pollution prevention information

Details on pollution prevention, control and

mitigation for development activities

For all its development projects, the Group complies with all applicable

regulation regarding H&S and environmental matters. An assessment

of the environmental impact of each project (following applicable

regulation) is carried out at a very early stage. There is no provision for

environmental risk in the Group’s accounting in 2024.

Since 2011, the Group’s Considerate Construction Charter is applied to

all greenfield/brownfield construction, renovation and extension

projects in Continental Europe. It describes the Group’s requirements

and recommendations intended to optimise its worksites’

environmental quality while minimising pollution for the contractors

working on site, the neighbouring area and the natural environment. The

application of the Charter to all construction contractors has been a

specific requirement of the Sustainability Brief since 2020, and

therefore applies throughout the Group since then.

The Considerate Construction Charter

(1)

includes the following

requirements:

• Using 100% of timber for development, extension and renovation

projects from certified, sustainably managed forests with FSC or

PEFC certification , including for works;

• Providing information to people living nearby and limiting traffic

disruptions;

• Training and informing employees of construction companies;

• Ensuring proper management of risk and hazardous product

handling;

• Ensuring at least 70% of waste recycling (material recovery) by

weight, and clear traceability of all waste managed;

• Managing and limiting noise and visual pollution, as well as the risk of

soil, water and air pollution; and

• Monitoring resources in order to reduce resource consumption.

Moreover, the Group ensures that the action plans and preventive

measures are implemented by contractors during construction.

3.4.1.1.6 Estimations

2024

Proportion of total energy consumption estimated 4.0%

Proportion of total waste volume estimated 3.0%

Proportion of total water consumption estimated 3.0%

(1) Latest version accessible at urw.com/en/csr/csr-documents

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3.4.1.2 Additional social information

3.4.1.2.1 Adequate wages (ESRS S1-10)

As suggested by the ANC (French National Accounting Regulation

Authority), to determine whether URW provides its employees with

adequate wages, in the absence of a universally recognised source of

information used as a benchmark, 2 referentials were used:

• In the EEA: the country minimum legal wage (if available at national

level) [and 50% of the average salary in the country (whichever is

higher)]; and

• In the US, the state minimum wage the employee works in.

These referentials will be reviewed in the future, as methodologies for

determining adequate wages stabilise.

Based on these referentials, all URW employees have a full-time

equivalent base salary above the benchmark defined above. In addition

to their base salary 90.9% of employees received an annual incentive

and 27.0% received an equity-based LTI award in 2024. A

comprehensive set of benefits is also provided to employees in the

various countries in which URW operates (see Section 3.4.1.2.2 Social

protection).

Analysis of URW only (excluding Viparis)

2023/2024

Like-for-like increase in average salary, including STI 3.0%

2024

Analysis of URW only (excluding Viparis)

All Female Male

Received an individual salary increase 78.3 % 79.9 % 76.4%

Received an individual STI 90.9% 89.9% 92.0%

Received an individual LTI 27.0% 23.8% 32.8%

Differentiated and selective incentives

The STI rewards individual annual performance, personal engagement,

team spirit and adherence to the Group’s values. By extending this

variable component beyond just managers, employees sale-based

objectives and senior managers, URW aims to incentivise a wider range

of employees, fostering a culture of shared success and motivation

across different levels of the organisation. The LTI aims to attract,

reward and retain key talent for the future of the Group, engaging

participants with Group long-term performance.

3.4.1.2.2 Social protection (ESRS S1-11)

All URW employees are covered by social protection through public

programmes or through benefits offered by the Group against loss of

income due to any of the following major life events: sickness,

unemployment starting from when the own worker is working for the

Group, employment injury and acquired disability, parental leave and

retirement.

3.4.1.2.3 Work-life balance metrics (ESRS S1-15)

All employees are entitled to family-related leave through the Social Policy and/or collective bargaining agreements.

2024

Percentage of employees entitled to take family-related leave 100%

Percentage of entitled employees that took family-related leave 7.1%

Percentage of female employees 8.3%

Percentage of male employees 5.6%

Family-related leave includes maternity leave, paternity leave, parental

leave, and carers’ leave that is available under national law or collective

agreements. For the purpose of this Standard, these concepts are

defined as:

(i) Maternity leave (also called pregnancy leave): employment-

protected leave of absence for employed women directly around

the time of childbirth (or, in some countries, adoption);

(ii) Paternity leave: leave from work for fathers or, where and in so far

as recognised by national law, for equivalent second parents, on the

occasion of the birth or adoption of a child for the purposes of

providing care;

(iii) Parental leave: leave from work for parents on the grounds of the

birth or adoption of a child to take care of that child, as defined by

each Member State; and

(iv) Carers’ leave from work: leave for workers to provide personal care

or support to a relative, or a person who lives in the same

household, in need of significant care or support for a serious

medical reason, as defined by each Member State.

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3.4.1.3 Additional governance information

3.4.1.3.1 Political influence and lobbying activities

Relations with professional organisations

As one of the leading listed commercial real estate companies

worldwide, URW has the responsibility to encourage the industry as a

whole to adopt more sustainable practices. The Group is a member of

the EPRA, and its Sustainability Committee. The mission of the EPRA

Sustainability Committee is to “support the publicly listed real estate

sector, through the EPRA platform, in playing its part in the global

transition to an environmentally, socially and economically sustainable

economy”. URW’s CEO is a member of the EPRA Board of Directors.

URW is also a member of the EPRA Reporting & Accounting Committee,

as well as the Regulatory & Taxation Committee. At Group level, URW

is a founding member of the European Council of Shopping Places.

At regional or country level, the Group is a member of professional

organisations such as, in France, FACT and its sustainability group.

URW is also a member of the French Association of Private Businesses

(Association française des entreprises privées, “AFEP”), and of the

Sustainable Development Committee of the French listed property

federation (Fédération des Entreprises Immobilières, “FEI”).

In 2023, URW became a member of the Green Building Observatory

(Observatoire de l’Immobilier Durable, “OID”), a French initiative

positioned as an independent exchange space in the real estate sector

for sustainable development topics. The OID aims to contribute to the

rise of ESG themes in France and internationally, through a programme

of actions on the ground and with public authorities.

Political influence

The Group’s political influence is strictly limited to what is allowed by

the Code of Ethics and the Political Contribution Policy applicable to the

US, and by applicable laws. Political influence activities are primarily

aimed at developing the Group’s local footprint, promoting the local

economy and/or strengthening the urban and social network and are

aligned with the Group’s sustainability roadmap “Better Places”. URW

implements a public affairs strategy at Group level with a focus on

inflation, taxes, commercial and decarbonation to maintain a level

playing field with other sectors on regulations. In the US, the Group’s

political engagement covers topics primarily related to reducing

organised retail crime, systemic homeless and addiction, as well as

addressing tax increase measures at the federal, state and local levels.

In Europe, any form of political donation or in-kind or financial

contributions are strictly prohibited by the Group. In the US, URW has a

network of lobbyists

(1)

under the authority of the Director of Public

Affairs, which provides recommendations and assists URW to make

political donations under the strict control of the US General Counsel, in

accordance with applicable laws and URW’s relevant policies and after

authorisation from the US COO. As a corporation doing business in the

US, URW is prohibited under federal law and the laws of certain states

from making political contributions, including in-kind contributions, and

therefore does not make such contributions where such contributions

are prohibited. In 2024, URW did not make any political contributions in

the US.

Specific charitable contributions or sponsorships are carried out only

with charities and entities registered under the local applicable laws. It

is not within URW’s policy to provide any form of financial support to

political parties, trade-unions or religious organisations except to the

extent it is permitted by law and in reasonable amounts. Donations to

charities, non-profit initiatives or social projects comprise a risk of

having funds or assets of value being diverted for the personal use or

benefit of a public official or a private party. Particular caution is

observed if a potential contribution is directed towards a company

having an affiliation with a public official. Any contributions above

€/$/£15,000 must be pre-validated by the Group CRSO for European

operations or by the US COO. An annual list of all the Group’s

sponsoring and charitable contributions is kept and followed-up at

Group level.

URW strictly abides by the legal requirements to annually declare and

disclose French lobbying activities on the French High Authority for

Transparency in Public Affairs’ (“HATVP”) dedicated platform, through

its French subsidiary Unibail Management SAS (for more information on

the reported data, please consult HATVP’s website

(2)

(1) Public information available at: https://www.opensecrets.org/federal-lobbying/clients/summary?cycle=2023&id=D000070754

(2) For the HATVP, please consult the following link: https://www.hatvp.fr/fiche-organisation/?organisation=414878389## (in French only) and the following link for the EU

Transparency Register, its EU-level equivalent: https://transparency-register.europa.eu/index_en.

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3.4.2 Alignment with sustainability reporting standards and frameworks

From 2024, as required by the European Union Directive 2022/2464 of December 14, 2022, amending Regulation No 537/2014, Directive 2004/109/

EC, Directive 2006/43/EC and Directive 2013/34/EU, as regards corporate sustainability reporting (the “Corporate Sustainability Reporting Directive”

or “CSRD”), URW aligned its 2024 Sustainability Statement with this regulation.

The 2024 URW URD also complies with the sBPR established by the EPRA. For the thirteenth time in a row, URW received the EPRA Gold Award in

2024 for completing its 2023 reporting in accordance with the EPRA sBPR.

Cross-references tables of the Group’s 2024 sustainability reporting with EPRA, Global Reporting Initiative and SASB frameworks, as well as with the

TCFD’s core elements of climate-related financial disclosures, are available in the sustainability section of the Group’s website:

• Since 2013, URW follows the Global Reporting Initiative guidelines. The 2024 URD has been prepared in accordance with the Global Reporting

Initiative Standards: Core option. URW’s sustainability reporting also follows the SASB dedicated sustainability accounting standard for real

estate.

• The 2024 Group’s Sustainability Statement strives to align with the recommendations of the TCFD. Since 2020, URW is an official supporter of the

Financial Stability Board’s TCFD, recognising the importance of increasing transparency of climate-related risks and opportunities, promoting

more informed financial decision-making and building a more resilient financial system.

The Group’s Better Places sustainability roadmap is furthermore aligned with the United Nations SDGs. Its contributions to the SDGs are detailed in

the table below.

Contribution of Better Places to the United Nations Sustainable Development Goals

Pillars Ambitions SDGs

ENVIRONMENTAL TRANSITION

Reduce Scopes 1 and 2 emissions by

-90% by 2030

Design sustainable buildings

Minimise the environmental impact through innovative design and construction



Improve eco-efficiency

Collaborate with tenants and contractors for efficient resource use

Develop connectivity and sustainable mobility

Ensure access to public transport and sustainable mobility

Cut waste, integrate nature and biodiversity

Contribute to greener cities by protecting biodiversity and reducing waste

volumes

Optimise water use

Reduce water intensity and generalise water reuse solutions

SUSTAINABLE EXPERIENCE

Meet the needs and expectations of

consumers for sustainable places

and products

Accelerate the transition towards sustainable experiences

Provide transparency and support the evolution of retail

Promote responsible consumption

Promote healthier and more responsible consumption

THRIVING COMMUNITIES

Be a catalyst for growth within the

communities in which the Group

operates

Empower URW’s employees to

become sustainability and diversity

change-makers

Bring together

Promote diversity and inclusion throughout the organisation

Engage with local stakeholders and expand local economies

Support local partners and foster local economic development

Empower

Develop and train talent

Inspire

Make sustainability a core part of URW’s corporate culture

3.4 Appendices

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Sustainability

CHAPTER 4

Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD

ACTIVITY REVIEW

4.1 Management discussion & analysis 301

4.1.1 Business review and 2024 results 301

4.1.2 Investments and divestments 319

4.1.3 Development projects as at December 31, 2024 321

4.1.4 Property portfolio and Net Asset Value as at December 31, 2024 325

4.1.5 Financial resources 344

4.1.6 EPRA Performance measures 352

4.2 Other information 360

4.2.1 Group consolidated data 360

4.2.2 Consolidated income statement by segment and region 364

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4.1 Management discussion &

analysis

(1)

4.1.1 Business review and 2024 results

4.1.1.1 Accounting principles and scope of

consolidation

Accounting principles

Unibail-Rodamco-Westfield’s (“URW” or “the Group”) consolidated

financial statements as at December 31, 2024, were prepared in

accordance with International Financial Reporting Standards (“IFRS”)

as adopted by the European Union as at that date.

The Group also prepares financial statements in a proportionate format,

in which the joint-controlled entities are accounted for on a

proportionate basis, instead of being accounted for using the equity

method under IFRS. The business review and results are presented

based on the financial statements on a proportionate basis, with no

impact on the net results.

Certain amounts recorded in the consolidated financial statements

reflect estimates and assumptions made by management in regards of

complex geopolitical and macro-economic environment and difficulties

in assessing their impacts and future prospects. In this context,

management has taken into account these uncertainties on the basis of

reliable information available at the date of the preparation of the

consolidated financial statements, particularly with regards to the fair

value of investment properties and financial instruments, the

estimation of the provision for doubtful debtors, as well as the testing of

goodwill and intangible assets.

Due to inherent uncertainties associated with estimates, the Group

reviews those estimates based on regularly updated information.

Actual results might eventually differ from estimates made at the date

of the preparation of the consolidated financial statements.

97% of URW’s property portfolio and intangible assets related to the

Shopping Centres, Offices & Others, Convention & Exhibition and

Services segments were valued by independent appraisers as at

December 31, 2024.

Scope of consolidation

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

2023, are:

• The disposal of:

- Equinoccio in January 2024;

- Westfield Annapolis in August 2024;

- The remaining 13% stake in Aupark in September 2024;

- A student housing land plot in the UK adjacent to Westfield

Stratford City in September 2024;

- Units in La Valentine in September 2024;

- The office component of the Gaîté-Montparnasse mixed-use

complex in November 2024;

- Pasing Arcaden in November 2024; and

- A 25% stake in Centrum Černý Most in December 2024;

• The acquisition of:

- The remaining 50% stake in CH Ursynów in February 2024;

- The remaining 50% stake in Westfield Montgomery in July 2024;

- An additional 38.9% stake in URW Germany JV

(2)

in December

2024, taking the Group’s stake to 89.9%; and

- An office building to be retrofitted in Levallois-Perret in

December2024.

Operational reporting

URW operates its owned assets in 11 countries grouped in 9 regions:

France, the United States of America (“US”), Poland, Czech Republic

(“Central Europe”), the United Kingdom (“UK”), Sweden, Denmark

(“Nordics”), Spain, Austria, Germany and The Netherlands. These

countries were operationally grouped in 5 main regions, i.e. Southern

Europe (France, Spain, Italy), Northern Europe (Sweden, Denmark, The

Netherlands), Central and Eastern Europe (Germany, Austria, Poland,

Czech Republic), UK and US. In 2025, Northern Europe and UK will be

regrouped as 1 region.

As Southern Europe (France) has substantial activities in all 3 business

lines of the Group, this region is itself divided into 3 segments: Shopping

Centres, Offices & Others and Convention & Exhibition (“C&E”)

(3)

. The

other regions operate almost exclusively in the Shopping Centres

segment. In the US, the Group also operates an airport terminals

commercial management business.

(1) The Management Discussion & Analysis is based on the Financial statements prepared on a proportionate basis.

(2) URW Germany JV (“URW Germany”) owns Minto (Mönchengladbach), Höfe am Brühl (Leipzig), Palais Vest (Recklinghausen), a 50% stake in Paunsdorf Center (Leipzig), a 20%

stake in Gropius Passagen (Berlin), the fee business activity for third-party assets in Germany, as well as a cash amount including the net proceeds from the recent sale of

Pasing Arcaden (Munich).

(3) C&E includes the Les Boutiques du Palais retail asset.

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4.1.1.2 Operating performance

Sales and footfall data in the US relate to Flagship assets, which form

the core of URW’s activities in the region. US Regional assets, represent

less than 1% of the Group’s Gross Market Value ("GMV").

Footfall

(1)

and tenant sales

(2)

European footfall

In Europe, 2024 footfall was up +2.6% compared to 2023, including

+2.8% in Continental Europe and +1.1% in the UK.

US footfall

In the US, 2024 footfall

(3)

increased by +2.8% compared to 2023

(4)

European tenant sales

2024 sales showed strong performance, outperforming footfall

evolution. In 2024, tenant sales were up +3.8% in Europe, with

Continental Europe at +4.1% and the UK at +2.4%.

In Europe, URW tenant sales growth was well above average core

inflation of 3.2% in 2024 and national sales indices of +2.3%

(5)

over the

period, indicating that URW centres continued to gain market share.

2024 saw a strong increase in well-being sectors, with Fitness +23.8%

and Health & Beauty +10.5%, while Fashion and Food & Beverage

continued to perform strongly at +5.0% and +3.9%, respectively.

US tenant sales

In the US, 2024 tenant sales

(6)

increased by +6.6%, compared to an

average core inflation of 3.4% and national sales index of +2.5%

(5)

over

the period.

This performance was mainly driven by Fitness (+23.3%), Sport

(+17.6%), Culture, Media & Technology (+11.7%), Jewellery (+9.7%),

Luxury (+9.3%), Fashion (+9.2%) and Food & Beverage (+5.8%).

Group footfall and tenant sales summary

The table below summarises the Group’s footfall and tenant sales growth in 2024:

Region

Footfall (%) Tenant Sales (%)

2024vs. 2023

2024 vs. 2023

National Sales

Index

(a)

France +4.3% +3.6% +1.9%

Spain +6.5% +13.6% +3.1%

Central Europe +0.2% +5.6% +4.1%

Austria +0.8% +2.3% +1.5%

Germany (1.4%) (0.4%) +2.4%

Nordics +2.3% +2.3% +2.4%

The Netherlands +1.2% n/a n/a

Total Continental Europe +2.8% +4.1% +2.4%

UK +1.1% +2.4% +1.5%

Total Europe +2.6% +3.8% +2.3%

US Flagships +2.8% +6.6% +2.5%

Total Group

(b)

+2.6% +4.5% +2.3%

(a) Based on latest national indices available (year-on-year evolution) as at December 2024: France: INSEE (November); Spain: Instituto Nacional de Estadística; Central Europe

(November): Polish Council of Shopping Centres (Poland), Český Statistický Úřad (Czech Republic); Austria: Eurostat (November); Germany: Destatis-Genesis; Nordics:

Statistikdatabasen (Sweden); UK: Office for National Statistics; US: U.S. Bureau of Labor Statistics.

(b) Total Group including Europe and US Flagships. Including US Regionals and CBD asset, total URW sales growth was +4.4% compared to 2023.

(1) Footfall for all centres in operation, including extensions of existing assets, but excluding deliveries of new brownfield projects and heavy refurbishment, newly acquired assets

and assets under heavy refurbishment (CH Ursynów, Croydon, Westfield CNIT, Garbera and Centrum Černý Most) or works in the surrounding area (Fisketorvet) and Bonaire as

the centre is closed temporarily since the flooding in October 2024, excluding Carrousel du Louvre and excluding Złote Tarasy as this centre is not managed by URW.

(2) Tenant sales for all centres (except The Netherlands) in operation, including extensions of existing assets, but excluding deliveries of new brownfield projects and heavy

refurbishment, newly acquired assets and assets under heavy refurbishment (CH Ursynów, Croydon, Westfield CNIT, Garbera, Centrum Černý Most) or works in the

surrounding area (Fisketorvet) and Bonaire as the centre is closed temporarily since the flooding in October 2024, excluding Złote Tarasy as this centre is not managed by

URW, excluding Carrousel du Louvre and excluding Auto category for Europe and Auto and Department Stores for the US.

(3) US Flagships only. US Regionals at +4.6%.

(4) Based on a new counting algorithm implemented by Placer.ai in September 2024, which affects the comparability with the communicated footfall of previous periods. Based on

the updated algorithm, Q1-2024, H1-2024 and 9M-2024 footfall would be at +4.4%, +3.4% and +2.3% respectively.

(5) Based on latest national indices available (year-on-year evolution) as at December 2024: France: INSEE (November); Spain: Instituto Nacional de Estadística; Central Europe

(November): Polish Council of Shopping Centres (Poland), Český Statistický Úřad (Czech Republic); Austria: Eurostat (November); Germany: Destatis-Genesis; Nordics:

Statistikdatabasen (Sweden); UK: Office for National Statistics; US: U.S. Bureau of Labor Statistics.

(6) US Flagships only. US Regionals and US CBD asset (Westfield World Trade Center) at +3.7% and +2.0%, respectively.

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Bankruptcies

Bankruptcies have decreased in 2024 with 246 stores affected

compared to 355 stores in 2023. Overall, tenant insolvency procedures

represented 2.5% of the stores in URW’s portfolio in 2024 (3.5% in 2023)

with Northern Europe and Germany among the most impacted regions.

69% of bankrupted units saw their tenant still in place or were relet as at

end of December, the remainder impacting vacancy.

Rent collection

(1)

As at January 31, 2025, 97% of the Group’s invoiced 2024 rents and

service charges has been collected.

Since January 2024, the Group also collected additional rents that

related to 2023, improving its 2023 collection rate from 97%, as

reported for the full-year 2023 results, to 98% at December 2024.

4.1.1.3 Business review by segment

The Business review by segment presented below has been prepared

based on the Group’s European perimeter. A separate section contains

the US Business review. Unless otherwise indicated, all references are

to URW's European operations and relate to the period ended December

31, 2024.

Europe – Shopping Centres

Activity

Leasing activity

(2)

In 2024, URW signed 1,478 leases (vs. 1,509) on standing assets for

€316.9Mn of Minimum Guaranteed Rents (“MGR”) (vs. €285.4 Mn).

2024 MGR signed on leases above 3 years amounted to €270.0Mn, i.e.

85% of MGR signed (vs. €233.7 Mn and 82%). The increase in proportion

of long-term leases reflects the effectiveness of URW’s proactive

leasing strategy, the strong appeal for URW assets and the return to a

normalised situation.

The MGR uplift on renewals and relettings was +3.5% on top of indexed

passing rents (+2.8% in 2023) in Continental Europe, driven by a strong

reversion in Central Europe and Spain, partially offset by a decrease in

Austria, Germany and The Netherlands. It was +6.1% including the

indexation effect

(3)

. The MGR uplift on renewals and relettings was

+9.0% in the UK and +4.5% for Europe as a whole on top of indexed

passing rents.

Deals longer than 36 months had an MGR uplift of +5.7% on top of

indexed passing rents (+4.5% in 2023) for Continental Europe and

+8.3% including the indexation effect

(3)

. MGR uplift on deals longer than

36 months was +8.9% for the UK and +6.3% for Europe as a whole on

top of indexed passing rents.

The average rent per sqm on deals signed in Europe increased by +4.0%

from €532/sqm/year in 2023 to €553/sqm/year in 2024, showing the

focus on higher value leases.

Region

Lettings/relettings/renewals excluding Pipeline

Number of leases

signed sqm MGR (€ Mn)

MGR uplift

MGR uplift on deals above

3 years firm duration

€ Mn % € Mn %

France 258 117,159 80.8 2.3 3.5% 2.3 3.6%

Spain 169 50,968 29.6 2.5 9.8% 2.6 12.2%

Southern Europe 427 168,127 110.4 4.8 5.3% 4.8 5.8%

Central Europe 286 63,723 47.8 5.3 13.1% 5.7 17.4%

Austria 123 40,263 20.2 (1.6) (7.9%) (0.1) (0.9%)

Germany 247 128,365 42.7 (0.3) (0.8%) (0.1) (0.4%)

Central and Eastern Europe 656 232,351 110.7 3.3 3.3% 5.5 7.1%

Nordics 131 50,726 21.1 (0.0) (0.1%) 0.1 0.4%

The Netherlands 86 24,940 11.2 (0.5) (5.4%) (0.1) (2.2%)

Northern Europe 217 75,666 32.4 (0.5) (1.9%) (0.1) (0.3%)

Total Continental Europe 1,300 476,143 253.5 7.6 3.5% 10.2 5.7%

(a)

178 97,122 63.4 4.2 9.0% 3.6 8.9%

Total Europe

1,478 573,265 316.9 11.8 4.5% 13.8 6.3%

Figures may not add up due to rounding.

(a) Excluding Croydon to be redeveloped and restructured.

(1) Retail only, assets at 100%. MGR + Common Area Maintenance (“CAM”) in the US.

(2) Leasing activity includes only deals with maturity >= 12 months, consistent with prior periods. Usual 3 / 6/ 9 leases in France are included in the long-term leases. Excluding

Croydon, to be redeveloped and restructured. 2023 leasing activity restated for disposals.

(3) i.e. before the previous leases’ rents indexation.

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Leading retailers show appetite for URW’s shopping centres,

recognising the crucial role of their physical stores at URW’s destination

assets to their business model. The trend remains towards prime

stores offering comprehensive services, such as click & collect and self-

check-out, as they enhance customers’ shopping experience while

boosting retailers’ financial performance through “drive-to-store” and

omnichannel strategies.

• Notable upsizings in 2024 included Sephora in Westfield Mokotów,

New Yorker in Westfield Centro, Primark in Westfield Stratford City,

H&M and Lacoste in Westfield La Part-Dieu, Pull&Bear in Westfield

Donau Zentrum and Celio in Westfield Euralille.

• URW also signed leases with retailers entering new markets, such as

in France with Glowstation in Westfield Forum des Halles, in the UK

with Peter Alexander in Westfield London, in Poland with TAG Heuer

and Made by Society in Westfield Mokotów, and in Austria with

Stradivarius in Westfield Donau Zentrum.

• The Group continued to attract Digitally Native Vertical Brands,

including Oh My Cream in Westfield Parly 2, S’portofino in Westfield

Chodov, Emma Sleep in Westfield Glòries, Nobody’s Child in

Westfield Stratford City as well as Blue Banana in Westfield

Parquesur, demonstrating the importance of physical presence

within retailers’ growth strategy.

The rotation rate was 10.7%, in line with URW’s objective to rotate at

least 10% of tenants or concepts annually.

The Group also saw several key store openings in 2024 across growing

sectors, including:

• Sport with the opening of Gymshark and JD Sports' largest store

worldwide (4,200 sqm) in Westfield Stratford City, Adidas in

Westfield Vélizy 2, as well as Nike’s refurbished 1,300 sqm new

concept store in Westfield Forum des Halles;

• Health & Beauty with the opening of Dior Beauty in Westfield Chodov,

Aroma-Zone in both Westfield Euralille and Westfield CNIT, Rituals in

Westfield Glòries and Westfield Donau Zentrum, Charlotte Tilbury in

Westfield London, and Normal in Westfield Vélizy 2; and

• Entertainment with the opening of La Tête dans Les Nuages, a

leading French leisure concept, in Westfield Les 4 Temps, Flip Out in

Westfield Täby Centrum, Bowling Sur in Westfield Parquesur, Cine

Yelmo in Westfield La Maquinista, and Gravity MAX, London’s biggest

urban theme park, in Westfield Stratford City.

Retail Media & other income – Europe

Retail Media & other income includes Westfield Rise, the Group’s retail

media and brand partnerships in-house agency (“Retail Media”), as well

as kiosks, seasonal markets, pop-ups and car park activations (“other

income”).

Total Retail Media & other income activity in Europe reached €110.2Mn

in net margin at 100%, including €75.1 Mn from Retail Media and

€35.1 Mn from other income. It contributed €84.7Mn to the Group’s Net

Rental Income ("NRI") on a proportionate basis, up +33.1% compared to

2023.

Retail Media – Westfield Rise

Since its inception in 2022, Westfield Rise has generated growing

revenues from media advertising and brand experience campaigns,

supported by data analytics.

In 2024, Westfield Rise gross income

(1)

in Europe was up by +34.6%

compared to 2023, outperforming the OOH

(2)

media market. The net

margin reached €75.1 Mn in 2024, up +40.8% and +65.1% compared to

2023 and 2022 respectively, achieving the target level announced

during the Group’s 2022 Investor Day.

During 2024, Westfield Rise enhanced its large-format screens with the

implementation of 2 new immersive screens: one in Westfield Mokotów

and the new “Digital Dream”, the largest interactive indoor screen in

Europe, in Westfield Les 4 Temps.

Westfield Rise also signed new long-term media partnerships with

Ocean Outdoor in Germany and Goldbach in Austria on significantly

improved terms compared to the previous agreement. These

partnerships will benefit from the deployment of new large-format

screens in both countries from end of 2024 onwards.

The 2024 Olympic Games in Paris and the UEFA Euro 2024 football

competition in Germany benefitted Westfield Rise activity in 2024,

specifically within the Sport and Culture, Media & Technology

segments. Notable campaigns included Samsung’s exterior media

domination campaign at Westfield Les 4 Temps, Nike and Adidas’s

media and experiential campaigns at Westfield Forum des Halles,

Adidas activations at Westfield Centro and Höfe am Brühl, as well as the

JD Sports activation at Westfield Parquesur.

In 2024, key brands along with URW malls’ retailers have placed an

even stronger confidence in the Westfield Rise agency, in particular in

the Health & Beauty category (e.g., L’Oréal, Sephora, Rituals,

L’Occitane) and in the Entertainment and Automotive categories (e.g.,

PlayStation, Amazon Prime Video, General Motors, Cadillac, Volvo,

BYD).

Following the audit and certification by the CESP

(3)

in October 2024,

Westfield Rise launched its new AI-powered solution to measure

audience and drive-to-store impact of in-mall advertising campaigns.

Brands can now gauge the performance and effectiveness of their in-

mall ad campaigns with the same precision as digital advertising. This

audience qualification tool and first proprietary algorithms are now

operational in 20 Westfield centres across 9 European countries,

providing valuable and insightful data to communication agencies and

advertisers.

The average revenue per visit

(4)

, a key performance indicator, stood at

€0.10 per visit in 2024, +38.2% compared to 2023, driven by an increase

in revenue above the footfall increase and the positive impact of the

Olympics.

Other income

Other income performance, which mainly includes pop-up stores, was

up +5.2% in 2024 compared to 2023, with a net margin reaching

€35.1Mn.

(1) At 100%.

(2) Out-Of-Home.

(3) The Centre d’Étude des Supports de Publicité ("CESP") is a Paris-based third-party organisation in the media and communications industries, CESP’s mandate is to certify the

quality of audience measurement studies and other tools used by the industry in order to ensure that advertising space is monetised on the basis of relevant, robust and

verified criteria.

(4) Revenue generated by Westfield Rise divided by the footfall of the same period.

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Marketing & Communication

Westfield is the Flagship brand of Unibail-Rodamco-Westfield, which

owns, develops, and operates sustainable malls with its purpose to

create sustainable places that “Reinvent Being Together”.

The Group launched several branding and marketing actions in 2024:

• Assets branding: 2 additional assets were branded as Westfield

destinations, CNIT in France and Ruhr Park in Germany, bringing the

total Westfield branded assets in Europe to 22 assets as at December

31, 2024.

• Brand promotion: several campaigns launched in 2024 to promote

the Westfield brand at both global and regional levels, increasing the

customers’ awareness and consideration of the Westfield malls.

- Westfield Good Festival: an opportunity for the Group to further

display the sustainable evolution in the retail sector, offering

brands a platform to showcase their efforts towards the

environmental transition while inspiring customers to embrace

sustainable practices. This event, held in the 22 European

Westfield shopping centres, offered visitors a mix of sustainability-

themed experiences and activities including workshops, second-

hand markets, influencer talks and pop-up stores, delivered in

partnership with more than 120 brands, non-governmental

organisations ("NGOs") and local organisations. The festival also

showcased the winner of the People’s Choice Award at the 2023

Westfield Grand Prix (in France, the UK, Spain, Germany and

Austria).

- Westfield Days: the Group celebrated the latest trends in fashion,

beauty, food and technology in 14 European destinations in October

2024, involving 217 brands.

- Paris Olympics and Paralympics: as an Official Supporter in

France of the Paris 2024 Olympic Games, the Group rolled out

activations in 8 French shopping centres and on social media,

including a 25-day “The Place to Play” tour, 100 days of sports

initiation sessions with local associations, XXL game areas, and

large-scale advertising campaigns.

• Brand awareness: The Westfield brand was also strengthened,

with notable results in terms of brand awareness, consideration and

recruitment for the loyalty programme. Communication efforts over

these months were recognised with various awards, including a gold

medal at Les Trophées Marketing B2C and a silver medal at the Grand

Prix Stratégies.

Overall, these events enabled the Group to continue building brand

awareness while sustaining footfall in its malls.

In addition, the Group has continued to enhance the global digital

experience by revamping its website and app ecosystems, reaching 25

million website visitors and over 1 million new app users in 2024. As at

December 31, 2024, the Group’s customer database expanded to

16.8 million contacts, including 12.9 million loyalty members or account

holders. On social media, the Group’s shopping centre accounts across

Facebook, Instagram and TikTok, in both Europe and the US, reached a

total of 10 million followers as at December 31, 2024.

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Net Rental Income

Total consolidated NRI was €1,428.2 Mn for Continental Europe (+4.9%) and €1,566.0 Mn for Europe (+4.7%), mainly as a result of positive like-for-

like evolution.

In 2024, the NRI was positively impacted by indexation, leasing activity, higher variable income and FX impact, partly offset by disposals.

Region

Net Rental Income (€ Mn)

2024

2023 %

France 532.5 525.5 1.3%

Spain 184.4 169.0 9.1%

Southern Europe 716.8 694.6 3.2%

Central Europe 267.7 248.8 7.6%

Austria 115.4 111.8 3.2%

Germany 129.9 126.3 2.9%

Central and Eastern Europe 513.0 486.9 5.4%

Nordics 112.2 102.2 9.8%

The Netherlands 86.1 77.5 11.1%

Northern Europe 198.3 179.7 10.3%

Total Continental Europe 1,428.2 1,361.2 4.9%

UK 137.9 134.4 2.6%

Total Europe

1,566.0 1,495.6 4.7%

Figures may not add up due to rounding.

The total net change in NRI amounted to +€70.5 Mn in Europe (including +€67.0 Mn in Continental Europe) and breaks down as follows

(1)

• +€86.9 Mn of like-for-like NRI growth in Europe (+6.3%) including +€75.8 Mn in Continental Europe (+6.0%);

• -€27.1 Mn due to disposals of assets in France with the disposal of Polygone Riviera in October 2023 and La Valentine in September 2024, in Spain

with the disposal of Equinoccio in January 2024, in Germany with the disposal of Pasing Arcaden in November 2024 and in Slovakia with the

disposal of Aupark in September 2024;

• +€5.1Mn due to assets in pipeline or delivered, primarily in France, the UK, Spain, Austria, Germany and Denmark;

• +€4.0 Mn due to positive currency effect in GBP and SEK; and

• +€1.5 Mn due to exceptional and other items including acquisitions.

Region

Like-for-like Net Rental Income (€ Mn)

2024

2023 %

France 516.7 494.8 4.4%

Spain 138.4 122.8 12.7%

Southern Europe 655.1 617.6 6.1%

Central Europe 265.2 247.5 7.1%

Austria 113.6 109.1 4.1%

Germany 108.8 105.2 3.4%

Central and Eastern Europe 487.6 461.8 5.6%

Nordics 110.9 107.5 3.1%

The Netherlands 85.4 76.2 12.0%

Northern Europe 196.2 183.7 6.8%

Total Continental Europe 1,338.9 1,263.1 6.0%

UK 137.7 126.6 8.7%

Total Europe

1,476.6 1,389.7 6.3%

Figures may not add up due to rounding.

(1) Figures may not add up due to rounding.

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Region

Like-for-like Net Rental Income evolution (%)

Indexation

Renewals and

relettings net of

departures Sales Based Rent Doubtful debtors Other Total

France 3.2% 0.9% 0.4% 2.1% (2.1%) 4.4%

Spain 2.7% 1.9% 0.7% 1.3% 6.1% 12.7%

Southern Europe 3.1% 1.1% 0.4% 1.9% (0.5%) 6.1%

Central Europe 3.6% 1.6% 0.9% 0.4% 0.6% 7.1%

Austria 3.1% (0.5%) 0.0% 2.2% (0.7%) 4.1%

Germany 2.5% (2.6%) 1.3% (0.4%) 2.6% 3.4%

Central and Eastern Europe 3.2% 0.1% 0.8% 0.7% 0.7% 5.6%

Nordics 3.0% (2.3%) 0.4% 0.2% 1.9% 3.1%

The Netherlands 0.5% 0.2% 2.5% 2.7% 6.2% 12.0%

Northern Europe 1.9% (1.3%) 1.2% 1.2% 3.7% 6.8%

Total Continental Europe 3.0% 0.4% 0.7% 1.4% 0.6% 6.0%

UK 0.0% 4.1% (1.5%) 0.3% 5.9% 8.7%

Total Europe

2.7% 0.7% 0.5% 1.3% 1.1% 6.3%

Figures may not add up due to rounding.

Like-for-like NRI increased by +6.3% (+9.7% in 2023) in Europe

(including +6.0% in Continental Europe), and includes:

• +2.7% of indexation (+5.9% in 2023), driven by a +3.0% indexation

effect in Continental Europe (+6.5% in 2023);

• +0.7% of “Renewals and relettings net of departures” (+0.8% in

2023), as a result of the decrease in vacancy, in particular in the UK,

and uplift on relettings/renewals in particular in the UK, Central

Europe and Spain partly offset by Germany, Austria and the Nordics;

• +0.5% due to higher Sales Based Rents ("SBR") (+1.4% in 2023) as a

result of strong tenants’ sales performances;

• +1.3% due to the provisions for doubtful debtors (-1.3% in 2023),

mainly due to better rent collection and overall lower bankruptcies;

• +1.1% in “Other” (+2.9% in 2023), mainly due to higher variable

revenues (in particular Retail Media, Parking income) in particular in

Spain and The Netherlands, lower service charges in the UK, partly

offset by settlement of discounts and lease terminations which

positively impacted 2023 in France.

The improvement in vacancy rate or positive MGR uplifts do not

simultaneously translate into incremental like-for-like Net Rental

Income due to, in particular, the time lag between the signing date and

the effective date of the lease and the potential delay between the lease

end of a departing tenant and the effective date of the lease with a new

tenant.

Sales Based Rents in Europe amounted to €69.3Mn in 2024 (4.4% of

NRI), including €57.6 Mn in Continental Europe (4.0% of NRI) and

€11.7Mn in the UK (8.5% of NRI). This corresponds to a growth of +6.8%

compared to 2023 and +11.8% on a like-for-like basis on the back of

strong sales performances of URW retailers.

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Vacancy and Occupancy Cost Ratio (“OCR”)

The Estimated Rental Value (“ERV”) of vacant space in operation in the portfolio was €69.7Mn in Europe (€71.2Mn as at December 31, 2023) and

€52.8Mn in Continental Europe (€51.7 Mn as at December 31, 2023). Overall, the EPRA vacancy rate

(1)

was 3.6%, compared to 3.8% as at

December31, 2023.

The EPRA vacancy rate in Continental Europe was 3.2%, stable compared to December 31, 2023 and below the June 30, 2024 level of +3.5%.

Vacancy in the UK

(2)

decreased from 6.9% to 5.8% as a result of strong leasing activity. Vacancy rate in Westfield London stood at 8.7%, steadily

absorbing the impact of the 2018 extension (c. 80,000sqm) while Westfield Stratford City vacancy continued to trend downwards below 3%.

Region

Vacancy

Dec. 31, 2024

June 30, 2024 Dec. 31, 2023

€ Mn %

% %

France 25.4 4.0% 4.0% 3.8%

Spain 4.1 1.8% 1.4% 1.5%

Southern Europe 29.4 3.4% 3.3% 3.2%

Central Europe 3.8 1.4% 1.5% 1.5%

Austria 2.0 1.9% 3.3% 2.6%

Germany 6.2 3.8% 4.5% 3.6%

Central and Eastern Europe 12.0 2.2% 2.8% 2.5%

Nordics 7.2 5.7% 7.2% 6.9%

The Netherlands 4.2 4.2% 4.9% 3.5%

Northern Europe 11.3 5.0% 6.2% 5.3%

Total Continental Europe 52.8 3.2% 3.5% 3.2%

(a)

16.9 5.8% 6.4% 6.9%

Total Europe

69.7 3.6% 4.0% 3.8%

Excluding pipeline.

Figures may not add up due to rounding.

(a) Excluding Croydon to be redeveloped and restructured.

The 2024 OCR

(3)

was at 15.4% for Continental Europe, slightly above 15.3% in 2023 and below its 2019 level of 15.5% as a result of retailers’ strong

sales performance. In the UK

(4)

, the OCR was down at 16.7% vs. 17.4% in 2023 and 19.9% in 2019, thanks to tenants’ sales performance and a

decrease in business rates and service charges.

The OCR does not fully reflect the increasing role and value of stores for retailers through increased volume of activity, higher EBIT margin generated

in store from halo effect, collection (click & collect) or return of products in store promoted by retailers as well as brand and marketing.

(1) EPRA vacancy rate: ERV of vacant spaces divided by ERV of total surfaces.

(2) Excluding Croydon to be redeveloped and restructured.

(3) Occupancy Cost Ratio (“OCR”): (rental charges + service charges including marketing costs for tenants, all including VAT) / (tenant sales over last rolling 12 months, including

VAT). OCR in The Netherlands mainly relates to Westfield Mall of the Netherlands. Primark sales are estimates. Excluding atypical activities.

(4) Excluding Croydon, to be redeveloped and restructured. Excluding atypical activities.

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Region

OCR

2024

2023

France 16.2% 16.0%

Spain 14.4% 14.7%

Southern Europe 15.9% 15.8%

Central Europe 16.3% 15.6%

Austria 16.4% 17.3%

Germany 13.4% 13.4%

Central and Eastern Europe 15.2% 15.0%

Nordics 14.4% 14.7%

The Netherlands 13.6% 14.2%

Northern Europe 14.0% 14.5%

Total Continental Europe 15.4% 15.3%

(a)

16.7% 17.4%

Total Europe

15.6% 15.6%

Figures may not add up due to rounding.

(a) Excluding Croydon, to be redeveloped and restructured. Excluding atypical activities.

Lease Expiry Schedule

Europe (Shopping Centres)

Lease expiry schedule

MGR at date of

next break option

(€ Mn) As a % of total

MGR at expiry

date (€ Mn) As a % of total

Expired 62.2 4.2% 62.2 4.2%

2025 261.2 17.5% 158.5 10.6%

2026 288.8 19.4% 140.0 9.4%

2027 238.5 16.0% 173.6 11.6%

2028 205.9 13.8% 155.1 10.4%

2029 159.6 10.7% 152.2 10.2%

2030 101.7 6.8% 119.5 8.0%

2031 57.0 3.8% 96.6 6.5%

2032 31.5 2.1% 85.1 5.7%

2033 23.3 1.6% 117.6 7.9%

2034 16.8 1.1% 84.3 5.6%

2035 5.4 0.4% 41.2 2.8%

Beyond 39.8 2.7% 105.8 7.1%

Total

1,491.7 100% 1,491.7 100%

Figures may not add up due to rounding.

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Europe – Offices & Others

A. Office property market as at

December 31, 2024

(1)

Take-up

With 1,750,352 sqm of office space rented in 2024, take-up in the overall

Paris region decreased by -9% compared to 2023 (1,931,950 sqm) and

by -21% compared to 10-year average levels.

Paris represented 47% of the 2024 take-up in volume, and the La

Défense and Western Crescent sectors together represented 28%. The

share of La Défense in the Paris region take-up has increased from 7% in

2023 to 12% in 2024. This reflects that occupiers select key business

districts that are well connected to transportation networks as

strategic locations.

The number of large transactions (˃5,000 sqm) decreased to 49 deals

in 2024 (vs. 56 recorded in 2023).

Available area & vacancy rate

The immediate supply in the Paris region increased by +19% year-on-

year to reach 5.6 Mn sqm. As at December 31, 2024, the level of new or

refurbished supply reached 1.8 Mn sqm and accounted for 32% of the

total immediate supply (29% at end of 2023).

The Paris region vacancy rate continued to increase, reaching 10.2% at

the end of 2024 compared to 8.5% at the end of 2023, with significant

discrepancies between areas:

• Paris CBD at 3.5% (vs. 2.4% in 2023);

• La Défense at 14.9% (stable vs. 2023); and

• Peri-Défense at 28.4% (vs. 21.8% in 2023).

Rental values

In this two-tier market, the evolution of rents varied significantly,

depending on centrality, access to public transportation, amenities and

ESG performance of the assets. Rents kept increasing inside Paris but

were under pressure in more challenging areas where the increase of

immediate and future supply and a lower demand put pressure on

rental values for non-prime assets and second-hand buildings.

In 2024, the highest rent in Paris CBD was €1,200/sqm/year and

€655/sqm/year in La Défense (for the Sanofi transaction in CB3).

Rent incentives in Paris CBD decreased to 16% (vs. 17% in 2023) but

increased to 37% in La Défense (vs. 35% in 2023) and were overall at

22% in the Paris region.

Investment market

The total volume of office transactions in the Paris region for 2024

reached €3.4 Bn, down by -27% compared to 2023 (€4.7Bn) and -75%

vs. 10-year average.

9 large transactions above €100Mn were signed in 2024, representing

c. 36% of total volume.

Paris remained the main market and represented around 79% of the

2024 transactions (57% in 2023).

No transaction above €250 Mn occurred. The largest single-asset

transactions were:

• Grand Opéra Halévy Meyerbeer in Paris CBD (€219Mn);

• 119-121 Boulevard Hausmann in Paris CBD (€183 Mn); and

• Gaîté-Montparnasse Office in Paris 14

district, sold by URW in

November 2024 (€173 Mn).

In December 2024, URW agreed to sell an 80% stake in Trinity office

tower at Paris La Défense to Norges Bank Investment Management, for

an implied offer price of c. €447 Mn at 100%. The transaction is subject

to standard conditions and is expected to be completed during Q1-2025.

It demonstrates the appeal of modern and efficient building in well-

connected locations.

B. Activity

Consolidated NRI amounted to €101.0 Mn, a +26.0% increase compared to 2023.

Region

Net Rental Income (€ Mn)

2024

2023 %

France 80.9 65.8 22.9%

Other countries 20.2 14.4 39.8%

Total NRI

101.0 80.2 26.0%

Figures may not add up due to rounding.

The increase of +€20.8Mn breaks down as follows:

• Like-for-like NRI growth of +€11.0Mn (+17.0%), mainly due to leasing activity in Trinity and the performance of Pullman Paris-Montparnasse;

• +€9.2Mn due to assets in pipeline or delivered, mainly in the UK (Coppermaker Square at Stratford) and in France (Lightwell in Paris La Défense);

• +€0.9 Mn due to currency effects of GBP and exceptional items; and

• -€0.4Mn due to the impact of disposals, including Gaîté-Montparnasse office.

(1) Sources: Immostat; BNP Paribas Real Estate and CBRE.

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Region

Like-for-like Net Rental Income (€ Mn)

2024

2023 %

France 60.6 51.4 18.0%

Other countries 15.0 13.2 13.5%

Total

75.6 64.6 17.0%

Figures may not add up due to rounding.

95% of 2024 rents invoiced in Europe were collected.

On standing assets, 17,946 weighted square metres (wsqm) were

leased in 2024, including 9,949wsqm in the UK, 4,384wsqm in France,

2,268 wsqm in Germany and 792 wsqm in the Nordics.

More specifically in France, 3,500 wsqm were signed at Trinity (Paris La

Défense) in 2024, including 1,718 wsqm to Solutec and a portion of

Welkin & Meraki’s space to Technip after its bankruptcy. As a result,

Trinity was 96% let at year-end 2024. The average rent of Trinity stands

at €564/sqm/year with lease incentives below the market average.

In relation to projects, 13,562 wsqm were signed in 2024 including

9,945 wsqm in Westfield Hamburg-Überseequartier leased to ZIM,

Redevco, Mazars and Wayes. The pre-letting of the project’s office part

stood at 64% of GLA

(1)

at the end of 2024.

The ERV of vacant office space in operation amounted to €11.0 Mn,

representing an EPRA vacancy rate of 11.7% (11.1% as at December

31, 2023), of which €9.3 Mn or 11.5% (10.3% as at December 31, 2023)

related to France, mainly due to:

• Trinity following the bankruptcy of Welkin & Meraki, partly relet; and

• Lightwell, delivered in October 2024 and 80% let to Arkema. The

Group is in active discussions for the letting of the remaining 20%

space.

C. Lease Expiry Schedule

Europe (Offices & Others)

Lease expiry schedule

MGR at date of

next break option

(€ Mn) As a % of total

MGR at expiry

date (€ Mn) As a % of total

Expired 1.8 2.1% 1.8 2.1%

2025 22.9 25.6% 21.7 24.4%

2026 3.8 4.2% 3.7 4.2%

2027 2.6 3.0% 2.6 2.9%

2028 3.1 3.5% 1.4 1.6%

2029 5.1 5.7% 2.0 2.3%

2030 14.6 16.4% 10.4 11.7%

2031 14.2 15.9% 15.4 17.3%

2032 0.3 0.3% 3.5 3.9%

2033 19.5 21.9% 24.2 27.2%

2034 0.2 0.2% 0.4 0.4%

2035 0.0 0.0% 0.0 0.0%

Beyond 1.1 1.2% 1.9 2.1%

Total

89.2 100% 89.2 100%

Figures may not add up due to rounding.

(1) Excluding Tower C, not launched.

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Convention & Exhibition

In 2024, the C&E activity benefitted from the seasonality effect with a

number of biennial shows and the Intermat triennial show taking place

this year, as well as the Paris 2024 Olympics and Paralympics (the

“Olympics”) as multiple events and broadcasted facilities were hosted

in several Viparis venues.

In addition to activity related to the Olympics, 269 exhibitions and

congresses were held in Viparis’ venues in 2024, compared to 267 in

2023 and 264 in 2022.

2024 activity was characterised by the following major events and

shows:

Paris Olympics and Paralympics:

• South Paris Arena at Paris Porte de Versailles (1,000,000 visitors);

• North Paris Arena at Paris Nord Villepinte (215,000 visitors);

• Main Press Center at Palais des Congrès de Paris (6,000 journalists);

• International Broadcast Center at Paris Le Bourget.

Annual shows:

• 60

edition of International Agricultural Show (603,000 visitors);

• La Foire de Paris (400,000 visitors);

• Paris Games Week (188,000 visitors);

• SILMO (32,000 visitors, 900 exhibitors);

• Maison&Objet (2,500 exhibitors).

Biennial shows:

• Paris Motor Show (508,000 visitors);

• SIAL Paris (285,000 visitors, 7,500 exhibitors);

• Batimat (135,000 visitors, 2,000 exhibitors);

• Eurosatory (2,000 exhibitors).

Triennial shows:

• Intermat (127,000 visitors, 1,000 exhibitors).

In addition, this year, Paris Porte de Versailles welcomed IGEM – Grand

Jamboree, the world expo of synthetic biology with more than 4,500

attendees and Palais des Congrès de Paris hosted:

• The 25

IMCAS Annual World Congress, the largest scientific

aesthetics congress worldwide with more than 18,000 attendees,

and more than 350 exhibitors;

• The French Dental Association Annual Meeting with more than

29,000 attendees;

• CIGRE, the world’s leading global event for sharing power system

expertise with a record of 4,575 delegates and more than 11,000

attendees.

Viparis’ recurring Net Operating Income (“NOI”) amounted to €218.6 Mn,

+66.0% compared to 2023 (€131.7 Mn) and +14.9% compared to 2022

(€190.2 Mn), which was positively impacted by €25 Mn of COVID

indemnities from the French State. 2024 NOI included a €53.7 Mn

contribution from the Olympics. Excluding the impact of indemnities,

triennial shows, the Olympics, and recent deliveries, 2024 Viparis NOI

was up +29.5% compared to 2023 and +2.4% compared to 2022.

As at December 31, 2024, signed and pre-booked events in Viparis’

venues for 2025 amounted to c. 91% of its expected 2025 rental income.

US Business Review

(1)

Leasing activity

(2)

As the US portfolio continues to strengthen, vacancy reduces and more

leasing tension exists in its assets, there is a lower quantity of deals to

be done, meaning the focus is on improving the quality of the deals and

merchandising.

In this context, 645 leases were signed in 2024 on standing assets

(down -10%), representing 2,369,233 sq. ft. and $160.2Mn of MGR. 405

long-term deals were signed, representing 69% of total MGR. The

average rent per sq.ft. of long-term deals signed in 2024 increased by

+5.7%, illustrating the Group’s focus on quality deals.

The overall uplift on relettings and renewals was +11.7% for the US

Shopping Centres (+17.7% in 2023) and +14.9% for Flagships. Deals

longer than 36 months had an MGR uplift of +29.9%. The strong uplift

signed on long-term deals allowed the Group to increase the revenues

secured through MGR while reducing the portion of SBR attached to the

short-term leases previously in place. Taking into account the SBR on

top of the MGR of leases in place, the uplift on deals longer than 36

months would still be 22%.

In total, the Shopping Centres SBR decreased from $54.9Mn in 2023

(10.3% of NRI) to $37.5 Mn in 2024 (7.5% of NRI) despite a +6.6%

increase in Flagships tenant sales. This -31.7% evolution results from

asset disposals, crystallisation of SBR into MGR, and 2022 SBR

settlement positively impacting 2023.

The tenant mix continued to evolve in line with market trends with the

opening of exciting retailers such as Planet Playskool at Westfield

Garden State Plaza, Arc'teryx and the brand new expanded 40,000 sq.

ft. Zara at Westfield Old Orchard, Amour Vert at Westfield UTC, Aritzia

at Westfield Galleria at Roseville, Mango at Westfield Montgomery, Alo

at Westfield Century City, Uniqlo at Westfield UTC and Westfield

Oakridge, Gorjana at Westfield Topanga as well as Läderach at

Westfield Fashion Square and Westfield Century City.

The Luxury sector has also seen strong progress with a number of

important openings such as Cartier, IWC and Bottega Veneta at

Westfield Topanga, Saint Laurent and David Yurman at Westfield

Galleria at Roseville.

Retail Media & other income

Retail Media & other income revenue in 2024 amounted to $57.8 Mn, a

-7.4% decrease compared to 2023, as a result of disposals and like-for-

like evolution driven by replacement works of major screens.

In 2024, Media & Experiential activity was driven by luxury partners

such as Chanel, Tiffany, Dior and Cartier as well as other partners

including Intimissimi, Lululemon and Savage X Fenty.

URW also launched creative campaigns and activations with Expedia,

American Express, ELF Cosmetics, AFEELA, Lexus, Hawaiian Airlines,

NBC’s Love Island, Dior, Cartier, Chanel, Yves Saint Laurent, BMW,

Tesla, Pure Padel and Moana 2.

(1) Flagships exclude CBD centre.

(2) 2023 leasing activity restated for disposals.

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Airports

Airport activity showed continuous improvement in 2024 with

enplanements +2% higher than 2023 and in line with 2019 level.

International traffic has shown a strong growth at +5% compared to last

year and Domestic traffic was flat. Compared to 2019, International

traffic is still down -6% while Domestic traffic is up +5%.

Retail sales in URW-operated airport terminals for 2024 increased by

+8% compared to 2023.

The construction of JFK Terminal 8 is on track to reach substantial

completion by Q2-2025, with the project fully pre-let.

The competitive bidding process for the Duty-Free, Food Hall, and

Travel Essentials spaces in JFK’s New Terminal 1 has been completed.

Leasing terms have been agreed with tenants on 84% of spaces which

are scheduled to open in June 2026.

Net Rental Income and Vacancy

Total NRI amounted to $550.6 Mn, a -$32.1 Mn change (-5.5%)

compared to 2023, split between

(1)

• -$33.7 Mn related to Shopping Centres impacted by disposals and

Westfield World Trade Center performance partly offset by an

increase in Flagships NRI as detailed below and the acquisition of an

additional 50% stake in Westfield Montgomery;

• +$3.9Mn related to Airports; and

• -$2.3 Mn related to Offices.

US Shopping Centre NRI has been impacted by 2023 and 2024 disposals

and foreclosure for -$41.0 Mn (Westfield North County, Westfield

Brandon, Westfield Mission Valley, Westfield Valencia Town Center,

San Francisco Centre and Westfield Annapolis).

US like-for-like Shopping Centre NRI

(2)

increased by +$15.9 Mn i.e.

+4.0% mainly driven by net leasing revenue

(3)

of +8.8%, partly offset by

lower SBR (-3.1%), and lower Retail Media & other income as well as

CAM expenses.

Westfield World Trade Center saw a significant NRI decrease due to

higher vacancy and doubtful debtors as well as rent reduction.

Airports NRI benefitted from the continued growth of airline traffic in

2024 and retailers’ sales which are now exceeding 2019 levels, leading

to a NRI increase of +9.1% year-on-year.

Converted into euros, the -$32.1Mn (-5.5%) NRI decrease in the US

represented -€30.2Mn (-5.6%) with an average euro/USD FX overall

stable between 2024 and 2023.

As at December 31, 2024, the EPRA vacancy was 7.2% ($73.6Mn),

down by -130bps from December 31, 2023. The vacancy decreased by

-110 bps to 6.2% in the Flagships and by -260 bps to 7.5% in the

Regionals, while the vacancy of Westfield World Trade Center increased

by +220 bps to 23.6%.

Occupancy on a GLA

(4)

basis was 94.1% as at December 31, 2024.

The OCR

(5)

on a rolling 12-month basis was at 11.7% as at December 31,

2024, compared to 11.9% as at December 31, 2023, reflecting a

combination of rental uplifts and strong sales performance. OCR for

Flagships stood at 12.6% as at December 31, 2024 (12.9% as at

December 31, 2023).

Lease Expiry Schedule

(Shopping Centres and Offices & Others)

Lease expiry schedule

MGR at date of

next break option

(€ Mn) As a % of total

MGR at expiry

date (€ Mn) As a % of total

Expired 0.2 0.0% 0.2 0.0%

2025 60.1 11.8% 60.1 11.8%

2026 65.7 12.8% 65.7 12.8%

2027 77.3 15.1% 77.3 15.1%

2028 65.8 12.9% 65.8 12.9%

2029 47.0 9.2% 47.0 9.2%

2030 30.2 5.9% 30.2 5.9%

2031 32.1 6.3% 32.1 6.3%

2032 34.5 6.7% 34.5 6.7%

2033 31.1 6.1% 31.1 6.1%

2034 32.7 6.4% 32.7 6.4%

2035 18.3 3.6% 18.3 3.6%

Beyond 16.2 3.2% 16.2 3.2%

Total

511.3 100% 511.3 100%

Figures may not add up due to rounding.

(1) Figures may not add up due to rounding.

(2) Excluding Airports, Regionals and CBD asset.

(3) Net MGR and CAM.

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

(5) Based on all stores operating for more than 12 months (excluding department stores and atypical activities). Excluding Westfield World Trade Center.

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4.1.1.4 Sustainability

(1)

Following the comprehensive evolution of the Better Places roadmap

announced in October 2023, the Group continued to progress in 2024

towards its environmental performance objectives, including its

ambitious SBTi-approved net-zero targets, as well as the transition to a

more sustainable retail, and community impact. Below are the key 2024

achievements:

• Environmental Transition

- -85% GHG emissions’ reduction in Scopes 1 & 2 and -42% in Scopes

1, 2 & 3, in absolute terms compared to 2015

(2)

;

- -37% energy intensity reduction since 2015 for retail assets,

supported by the asset-level energy action plans. URW retail

assets are provided with 100% electricity from renewable

resources;

- 27.9 MWp of installed on-site renewable energy capacity, of which

17.9MWp in Europe, advancing to reach its target of 50 MWp in

Europe by 2030;

- 85% of European assets are BREEAM In-Use certified with 78% at

least “Excellent” and 79% of US retail assets are certified with 55%

at least “Excellent”;

- As a reminder, URW has committed in 2023 to neutralise its

residual emissions of Scope 1 & 2 by 2030 through an investment in

Mirova’s Climate Fund for Nature and WWF France Nature Impact

fund. Both initiatives develop long-term nature-based projects to

protect and restore biodiversity at scale according to the best

recognised standards and URW is closely following their

developments.

• Sustainable Experience

- 14 assets have been certified Better Places in 2024;

- URW expanded its innovative Sustainable Retail Index, built in

cooperation with Good on You, to 2 new retail sectors on top of

Fashion

(3)

: Health & Beauty and General Services

(4)

, achieving the

2024 target of 70% coverage of eligible revenues in Europe. The SRI

has been extended to the US. Globally, 86% of the covered MGR is

already engaged in sustainability initiatives, with almost 53% being

Active, Advanced or Leader;

- URW organised the second edition of its Westfield Good Festival in

37 Westfield assets across Europe and the US, involving 191

brands and 28 NGOs, as well as local actors or influencers. Key

partners included WWF, Lush, C&A, IKEA, Primark, Rituals,

Decathlon, Sephora, L’Occitane, Starbucks and Nature &

Découvertes.

• Thriving Communities

- The Group also released the first Impact Study for a European retail

REIT on January 15, 2024, measuring URW’s shopping centres’

positive footprint at a European, country and asset level based on 4

pillars: economic, environmental, social and the common good.

This structure is being leveraged by the Palladio Foundation,

setting the ground for the measure of the rest of the industry;

- URW engaged in various initiatives supporting local employment,

diversity, and social inclusion: in 2024, the Group assisted over

20,000 individuals in securing jobs or receiving training, including

through job fairs in France that attracted over 10,000 unemployed

people. Besides contributing to local employment, URW supported

community activities in its shopping centres aimed at promoting

social cohesion. These activities included blood drives with 48,000

donations in the UK, health awareness programme, distribution of

meals and goods to underprivileged groups, and promoting access

to cultural projects for all. Over 156,000 community members

participated in these local initiatives;

- 97% of URW’s employees participated in a sustainable learning

programme. Operational teams were upskilled to roll out the

Better Places certification and the Sustainable Retail Index;

- The Group organised its annual Community Days activities in all

regions. More than 1,400 URW employees volunteered over 9,300

hours of their time, to promote social inclusion and contribute to

preserving biodiversity around the Group’s shopping centres;

- The share of senior management position held by women further

increased this year, reaching 44%

(5)

URW is a leader in sustainability within the real estate sector, included

in major ESG indices and widely recognised by the international

markets, including to date:

• Corporate Knights: for the 2

year in a row, URW is part of the

Global (worldwide) 100 Ranking, moving from the 70

position to the

;

• TIME Magazine and Statista: URW has been named one of the 100

most sustainable companies in the world by TIME Magazine, among

over 5,000 of the world’s largest and most influential companies;

• CDP: positioned in the A-list of organisations committed to tackling

climate change for the 7

year in a row (2025 results on CDP 2024);

• ISS ESG Corporate: confirmed B rating (prime status; 1

decile

rank);

• GRESB: URW maintained an outstanding sustainability performance

and a 5-star level, among the top 20 rated entities worldwide with an

overall score of 92/100; 2

European listed retail real estate

company;

• Sustainalytics: 1

company worldwide in their Global Universe; 1

the real estate sector and 1

in the REIT subindustry worldwide with

a “Negligible” risk rating;

• EPRA sBPR Award: for the 13

time in a row, URW received the

EPRA Gold Award in 2024 for completing its 2023 reporting in

accordance with the EPRA Sustainability BPR;

• Refinitiv: positioned among the best of the real estate sector with a

combined ESG score of A;

(1) 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 can be found in Chapter 3 of this 2024 Universal Registration Document.

(2) As at year-end 2024.

(3) Fashion sector includes Fashion Apparel, Sports, Jewellery, Bags & Footwear & Accessories, Luxury and Department stores.

(4) Fitness and Entertainment sectors.

(5) Updated definition following evolution of Group regional organisation.

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• ESG indices: in addition to maintaining its position in the top 10 of the

Euronext CAC 40 Governance Index, URW is a component of the

Euronext CAC 40 ESG Index, the Euronext ESG Eurozone Biodiversity

Leaders PAB Index, Euronext Europe SBT 1.5 Index, the MSCI Global

Green Building Index, the MSCI Europe Climate Action Index, the

MSCI World Paris-Aligned Climate Index and the ECPI Global ESG

Gender Equality Index;

• Equileap: among the Top 100 worldwide in gender equality and the

Top 10 French companies.

For more information on Better Places and the detailed 2024 sustainability performance, please refer to Chapter 3 of this Universal Registration

Document and the Sustainability section of URW’s website.

4.1.1.5 2024 Results

The results of the Group presented below are based on the

Consolidated income statement in a proportionate format, in which the

joint-controlled entities are accounted for on a proportionate basis

instead of being accounted for using the equity method under IFRS. The

Group has structured its internal operational and financial reporting

according to this proportionate format.

Unless otherwise indicated, all references below relate to the period

ended December 31, 2024, and the comparisons relate to the same

period in 2023.

Gross Rental Income

The Gross Rental Income (“GRI”) amounted to €2,939.8 Mn

(€2,872.9 Mn), an increase of +2.3%. This increase resulted mainly from

a positive leasing contribution, the impact of indexation, higher variable

income in Europe and a positive FX impact, as well as the positive impact

of the Olympics, partly offset by the 2023 and 2024 disposals, lower

utilities income in the UK and lower SBR in the US.

Region

Gross Rental Income (€ Mn)

2024

2023 %

France 614.6 614.6 0.0%

Spain 204.0 192.7 5.8%

Southern Europe 818.5 807.3 1.4%

Central Europe 268.0 246.6 8.6%

Austria 159.6 147.8 7.9%

Germany 149.9 146.7 2.2%

Central and Eastern Europe 577.4 541.2 6.7%

Nordics 124.2 117.9 5.4%

The Netherlands 100.5 92.3 8.9%

Northern Europe 224.7 210.2 6.9%

Subtotal Continental Europe – Shopping Centres 1,620.7 1,558.7 4.0%

UK 211.9 233.1 (9.1%)

Subtotal Europe – Shopping Centres 1,832.5 1,791.8 2.3%

Offices & Others 107.5 90.5 18.8%

C&E 248.0 201.1 23.3%

Subtotal Europe 2,188.0 2,083.4 5.0%

US – Shopping Centres 745.6 782.3 (4.7%)

US – Offices & Others 6.2 7.3 (14.7%)

Subtotal US 751.8 789.6 (4.8%)

Total URW

2,939.8 2,872.9 2.3%

Figures may not add up due to rounding.

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Net Rental Income

Total NRI amounted to €2,314.4 Mn (€2,210.1 Mn), an increase of +4.7%. This higher increase compared to the GRI is mainly due to savings in service

charges and lower doubtful debtors. The decrease in utilities income in the UK was compensated by lower utility charges limiting its impact on the UK

NRI.

Region

Net Rental Income (€ Mn)

2024

2023 %

France 532.5 525.5 1.3%

Spain 184.4 169.0 9.1%

Southern Europe 716.8 694.6 3.2%

Central Europe 267.7 248.8 7.6%

Austria 115.4 111.8 3.2%

Germany 129.9 126.3 2.9%

Central and Eastern Europe 513.0 486.9 5.4%

Nordics 112.2 102.2 9.8%

The Netherlands 86.1 77.5 11.1%

Northern Europe 198.3 179.7 10.3%

Subtotal Continental Europe – Shopping Centres 1,428.2 1,361.2 4.9%

UK 137.9 134.4 2.6%

Subtotal Europe – Shopping Centres 1,566.0 1,495.6 4.7%

Offices & Others 101.0 80.2 26.0%

C&E 138.6 95.4 45.3%

Subtotal Europe 1,805.7 1,671.2 8.0%

US – Shopping Centres 507.3 535.3 (5.2%)

US – Offices & Others 1.4 3.6 (60.3%)

Subtotal US 508.7 538.9 (5.6%)

Total URW

2,314.4 2,210.1 4.7%

Figures may not add up due to rounding.

Net property development and project management income was

+€18.8 Mn (+€30.9 Mn), as a result of the phasing of projects of URW’s

Design, Development & Construction ("DD&C") activity in the UK.

Net property services and other activities income from Property

Management services in France, the US, the UK, Spain and Germany

was +€116.9Mn (+€77.1Mn), including +€81.2 Mn of on-site property

services in Viparis (+€37.2Mn) and +€35.8 Mn of Property Management

services related to shopping centres (+€39.9 Mn). The increase of

+€39.8 Mn is mainly due to the impact from the Olympics on the on-site

property services in Viparis, partly offset by a decrease in Property

Management services in Spain, the UK and the US, as a result of

disposals.

Contribution of companies accounted for using the equity

method

(1)

amounted to +€50.2 Mn (-€5.4 Mn), of which -€35.6Mn

related to the non-recurring activities, mainly due to the impact of the

mark-to-market of derivatives on the financing of JVs and a tax

provision partly offset by positive valuation movements. The recurring

Contribution of companies accounted for using the equity method was

+€85.8Mn (+€85.4Mn).

General expenses

(2)

amounted to -€179.2 Mn, a significant decrease

compared to 2023 (-€199.4 Mn) due to cost savings including staff and

travel reduction, partly offset by a negative FX impact. As a percentage

of NRI from shopping centres and offices, general expenses stood at

8.2% (9.4% in 2023).

This reflects the Group’s ongoing cost discipline approach. It will

continue to optimise expenses.

Development expenses stood at -€4.9Mn in 2024 (-€4.7Mn).

EBITDA (corresponding to the recurring Net Operating result

before depreciation and impairment of assets in the Net result by

segment) increased from €2,199.3Mn in 2023 to €2,351.9Mn in 2024

(i.e. +6.9%) due to higher NRI in Europe, partly offset by disposals.

Excluding the impact of FX, disposals, pipeline, DD&C and the Olympics

on a like-for-like basis, EBITDA increased by +7.0% in 2024 vs. 2023 and

by +4.7% vs. 2019.

Acquisition and other costs amounted to a non-recurring amount of

-€12.7 Mn (-€8.9 Mn).

(1) Contribution of companies accounted for using the equity method represents URW’s share of the Net recurring result for the period of entities accounted for using the equity

method which are not joint-controlled (and therefore not retreated on a proportionate basis) and interest received on loans granted to these entities. This corresponds to 5

shopping centres, Triangle and Hôtel Salomon de Rothschild in France, Złote Tarasy in Central Europe and Gropius Passagen in Germany.

(2) Administrative expenses, excluding development expenses and depreciation and amortisation presented separately. Corporate expenses in P&L correspond to General

expenses and Development expenses.

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Depreciation and impairment of tangible and intangible assets

amounted to -€35.0Mn (-€70.1Mn), including -€41.0Mn (-€51.5Mn)

for the recurring activities and +€6.0 Mn (-€18.6 Mn) for the non-

recurring activities related to reversals of impairment on property

services in the US and on intangible assets relating to Viparis partially

offset by an allowance of provision on property services in the UK.

Results on disposal of investment properties were -€14.3 Mn

(-€21.2 Mn), reflecting mainly the impact of 2024 disposals and

adjustments of disposals from previous years. This does not include the

capital gains on disposals accounted for in shareholders’ equity of

+€12.1 Mn, related mainly to Centrum Černý Most.

For more information, please refer to the Section 4.1.2.

Valuation movements on assets

(1)

amounted to -€1,376.4 Mn

(-€2,674.5 Mn).

Main decreases came from Germany (-€1,136.5Mn) mainly related to

the Westfield Hamburg-Überseequartier project and US shopping

centres (-€389.0Mn).

For more information, please refer to the Section 4.1.4.

Impairment of goodwill amounted to -€45.0Mn (-€242.1Mn), mainly

related to the goodwill justified by the fee business in Germany.

Financial result

Net financing costs (recurring) totalled -€515.2Mn (after deduction of

capitalised financial expenses of €80.8Mn (€77.0 Mn) allocated to

projects under construction) (-€484.5 Mn). This increase of -€30.7Mn

is due to slightly higher cost of debt.

URW’s average cost of debt for the period was 2.0% (1.8% in 2023).

URW’s financing policy is described in the Section 4.1.5.

Non-recurring financial result amounted to +€79.7Mn (-€381.9Mn),

mainly due to the mark-to-market of derivatives and revaluation of debt

issued in foreign currencies.

Income tax expenses are due to the Group’s activities in countries

where specific tax regimes for property companies

(2)

do not exist or are

not used by the Group.

Total income tax expenses for 2024 amounted to -€121.7 Mn

(-€7.0Mn). Income tax allocated to the recurring net result amounted to

-€97.2Mn (-€80.6Mn), mainly due to the 2024 operating performance.

Non-recurring income tax amounted to -€24.5Mn (+€73.6 Mn), mainly

due to the impact of valuation movements partially offset by the

reversal of tax provisions.

External non-controlling interests amounted to -€132.0 Mn

(+€149.6 Mn) comprising recurring and non-recurring external non-

controlling interests. The recurring external non-controlling interests

amounted to -€228.5Mn (-€176.8Mn), mainly due to the C&E activity

performance. The non-recurring non-controlling interests amounted to

+€96.5 Mn (+€326.3 Mn), due primarily to negative valuation

movements.

Net result for the period attributable to the holders of the Stapled

Shares was a profit of +€146.2 Mn (-€1,629.1Mn). This figure breaks

down as follows:

• +€1,472.5Mn of recurring net result (+€1,408.9Mn);

• -€1,326.3Mn of non-recurring net result

(3)

(-€3,038.0Mn) mainly due

to negative valuation movements.

The Adjusted Recurring Earnings

(4)

taking into account the coupon of

hybrids for -€98.9 Mn (-€72.4 Mn) reflect a profit of €1,373.5 Mn

(€1,336.6Mn). The hybrid coupon increased as from H2-2023 following

the Exchange Offer on the Perp-NC23 hybrid completed in July2023

and the reset of the remaining Perp-NC23 coupon in October 2023, with

a full-year impact in 2024.

The average number of shares outstanding was 139,497,322

(138,965,717). The increase is mainly due to the issuance of

Performance Shares in 2023 and 2024 and the issuance of 3.254 Mn

shares in December 2024 in the context of the acquisition of CPP

Investments’ stake in URW Germany, with an impact on the average

number of shares of 248,940 in 2024. The number of shares

outstanding as at December 31, 2024, was 142,629,547.

EPRA Recurring Earnings per Share ("REPS") came to €10.56

(€10.14), an increase of +4.1%.

Adjusted Recurring Earnings per Share ("AREPS")

(4)

came to

€9.85 (€9.62), an increase of +2.4%.

The main drivers for recurring earnings evolution were the strong

operational performance in retail, offices and C&E, which benefitted

from the seasonality effect and the positive impact of the Olympics,

partly offset by 2023 and 2024 disposals.

4.1.1.6 Consolidated statement of cash

flow

The consolidated statement of cash flow was prepared only in

IFRS, not on a proportionate basis.

Unless otherwise indicated, all references below relate to the period

ended December 31, 2024, and the comparisons relate to the same

period in 2023.

Cash flow from operating activities

The total cash flow from operating activities slightly increased to

+€2,190.2 Mn (+€2,056.5Mn) mainly due to an improvement of the

operational performance of the Group.

(1) Excluding +€6.0Mn of reversal on property services accounted in Depreciation and impairment of tangible and intangible assets.

(2) For example, in France: SIIC (Société d’Investissements Immobiliers Cotée); and in the US:REITs.

(3) Includes valuation movements, disposals, mark-to-market and termination costs of financial instruments, including bond tender premiums, impairment of goodwill or reversal

of negative goodwill and other non-recurring items.

(4) Under IFRS, the Hybrid Securities are accounted for as shareholders’ equity. The AREPS are calculated based on the Recurring net result for the period attributable to the

holders of the Stapled Shares minus the coupon on the Hybrid Securities (from June 1, 2018).

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Cash flow from investment activities

The total cash flow from investment activities was -€537.1 Mn due to

investments partly offset by disposals. Compared to 2023

(-€791.4 Mn), it reflects an increase in Disposal of shares and

investment properties (+€920.2Mn in 2024 vs. +€522.4Mn in 2023)

partially offset by an increase of Capital expenditures (-€1,308.3 Mn in

2024 vs. -€1,181.0Mn in 2023).

Cash flow from financing activities

The net cash outflow from financing activities amounted to

-€1,882.3 Mn (+€865.4 Mn) reflecting a decrease in new borrowings

and financial liabilities (+€1,568.7 Mn in 2024 vs. +€2,409.3 Mn in 2023)

given the cash position of the Group of €5.3 Bn, and an increase in

repayment of borrowings and financial liabilities (-€2,531.4 Mn in 2024

vs. -€769.2Mn in 2023). This also includes the reinstatement of a

distribution in H1-2024 (-€347.9 Mn).

4.1.1.7 Post-closing events

On January 6, 2025, URW announced the sale of a 15% stake in the

iconic Westfield Forum des Halles, a 77,600 sqm Flagship shopping

centre located in the heart of Paris, to CDC Investissement Immobilier,

on behalf of Caisse des Dépôts ("CDC"), a leading long-term French

institutional investor. The net disposal price is €235 Mn

(1)

, in line with

the last unaffected value.

On February 19, 2025, URW sold an 80% stake in Trinity office tower at

Paris La Défense to Norges Bank Investment Management, for an

implied offer price of c. €447 Mn at 100%. The asset will be accounted

for using the equity method from this date.

On February 25, 2025, the Group acquired the stake of O’Connor, its JV

partner in Westfield Wheaton, a US regional asset, increasing its

interest to 100%. The asset will be fully consolidated from this date. The

Group has not repaid the $234 Mn secured debt on Westfield Wheaton,

which matured on March 1, 2025. This mortgage debt has no impact on

the rest of the Group’s debt. Discussions are ongoing with lenders on

different options including an eventual sale, foreclosure or refinancing.

On March 11, 2025, URW announced an agreement to sell Bonaire, an

open air shopping centre located in Valencia (Spain), to Castellana

Properties, the Spanish subsidiary of Vukile Property Fund for a disposal

price of €305 Mn at a premium to the last unaffected book value.

4.1.1.8 Distribution

Proposed distribution

The Group will propose to the AGM

(2)

a 40% increase in cash distribution

to €3.50/share to be paid on May 12, 2025.

Going forward, the Group will continue to increase the distribution

according to operating performance, deleveraging progress and

valuations evolution.

Further details on its distribution policy will be shared as part of the

Group’s Investor Day on May 14, 2025.

Accounting and tax considerations

As at December 31, 2024, the total statutory retained losses of URW SE

(parent company) is negative at -€1,887 Mn, including a profit of

+€943 Mn in 2024.

Given the negative statutory retained results of URW SE, the Group has

no obligation to pay a dividend in 2025 for the fiscal year 2024 under the

SIIC regime and other REIT regimes it benefits from. The dividend

distribution obligation resulting from the French SIIC regime will be

delayed until URW has sufficient statutory results to meet this

obligation.

As a consequence, the distribution will be made out of premium, which

amounted to €13.5Bn in URW’s statutory accounts as at December 31,

2024. This premium distribution will not reduce the carry forward SIIC

dividend payment obligation standing at €2,522Mn as at December 31,

2024, and will qualify as an equity repayment

(3)

for French tax purposes

(article 112-1 of the French tax code).

4.1.1.9 Outlook

Strategic transformation and deleveraging

progress

Over the last 4 years, the Group has significantly strengthened its

business operations, fully capturing indexation over the period while

achieving the highest occupancy rate since 2017 and a +4.7% increase

in like-for-like EBITDA compared to 2019.

The Group also progressed on its deleveraging plan with €6.4 Bn

(4)

assets divested in line with book value, contributing to a €4.7Bn net

debt reduction to €19.5 Bn

(5)

at the end of 2024, a 400 bps LTV reduction

to 40.8%

(6)

and Net Debt to EBITDA improvement to 8.7x, the lowest

level since the Westfield acquisition.

(1) With up to 10% price payment subject to a 5% annual return mechanism for CDC, which may be activated until 2029.

(2) To be held on April 29, 2025.

(3) For the tax treatment please refer to relevant financial advisors.

(4) On an IFRS basis including the €0.6 Bn of 2025 secured disposals.

(5) Pro-forma for disposals secured.

(6) IFRS LTV Proforma for the receipt of the proceeds from the secured partial disposals of Westfield Forum des Halles and Trinity tower.

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The Group has also reshaped its US business by enhancing the portfolio

quality (97% A-rated

(1)

), improving its operating performance, and

streamlining the US management platform. The Group has sold or

foreclosed on 17 assets for a total of $3.3Bn

(2)

and reduced the vacancy

level of its 10 Flagship assets by -630 bps.

Having achieved this transformation, URW has made the strategic

decision to retain its high performing Flagship assets in the US.

The Group is committed to further deleveraging through retained

earnings, disciplined capital allocation and non-core disposals.

The Group will present its future growth plans at an Investor Day on May

14, 2025.

2025 AREPS Guidance

The Group expects underlying growth of at least 5% to drive full-year

2025 AREPS in the range of €9.30 to €9.50.

This is supported by:

• strong retail operating performance both in Europe and the US;

• increased variable income including Westfield Rise;

• continued focus on cost discipline; and

• the positive impact of 2024 and 2025 deliveries

(3)

It also reflects:

• 2024 completed disposals, €0.6 Bn disposals already secured for

2025, and active discussions on additional disposals

(4)

;

• the one-off impact of the Olympics on the C&E business;

• a slight increase of the cost of debt

(5)

; and

• the issuance of 3.254 million URW stapled shares in December

2024

(6)

As in previous years, this guidance assumes no major deterioration of

the macro-economic and geopolitical environment.

This guidance has been established on a basis comparable to historical

financial information and in accordance with the accounting policies

applied to the Group’s consolidated financial statements for the year

ended December 31, 2024 described in the consolidated financial

statements.

4.1.2 Investments and divestments

In the period to December 31, 2024, URW invested €1,375.8Mn

(7)

(Group share) in capital expenditure in assets and on construction,

extension and refurbishment projects, compared to €1,269.1 Mn in 2023.

4.1.2.1 Total capital expenditures

The total investments break down as follows:

(€ Mn)

Proportionate

2024

2023

100% Group share

Shopping Centres 1,067,1 1,022.3 984.3 913.3

Offices & Others 324.1 324.1 327.0 327.0

Convention & Exhibition 57.9 29.4 57.0 28.9

Total Capital Expenditure

1,449.0 1,375.8 1,368.2 1,269.1

Figures may not add up due to rounding.

This table includes change in Investment properties as reported in the

balance sheet and does not include acquisition of shares. URW

investment in 2024 Group share would be €1,712.0 Mn (€1,326 Mn for

Shopping Centres and €357 Mn for Offices & Others) including the

acquisition of share investment, principally the acquisition of:

• the remaining 50% stake in CH Ursynów;

• the remaining 50% stake in Westfield Montgomery;

• the office building 20-24 Jacques Ibert in Levallois-Perret; and

• the 38.9% stake in URW Germany acquired in exchange of URW

shares.

(1) Source: Green Street Advisors. In terms of GMV.

(2) At 100%.

(3) Partly offset by a lower capitalisation of financial expenses.

(4) Includes 1 deal signed under conditions precedent for €0.3 Bn.

(5) Due to the full-year effect of 2024 refinancing activity and a lower cash remuneration.

(6) For the acquisition of an additional 38.9% stake in URW Germany JV.

(7) On a proportionate basis, Group share. Does not include the capital expenditure in assets accounted for using the equity method (5 shopping centres, Triangle and Hôtel

Salomon de Rothschild in France, Złote Tarasy in Central Europe and Gropius Passagen in Germany).

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4.1.2.2 Shopping Centres

URW invested €1,022.3Mn

(1)

in its Shopping Centre portfolio:

• Acquisitions amounted to €2.0Mn, mainly in Spain;

• €607.6 Mn was invested in construction, extension and

refurbishment projects, including mainly: Westfield Hamburg-

Überseequartier, Westfield Milano

(2)

, Fisketorvet, CNIT Eole and

Centrum Černý Most redevelopments and extensions (see Section

4.1.3);

• €172.2 Mn was invested in enhancement and improvement projects

on standing assets, including mainly Westfield Old Orchard,

Westfield London, Croydon and Westfield Topanga;

• €92.9 Mn of Capex related to leasing on standing assets was granted

to the tenants as Fitting Out Contribution, mainly driven by the US;

• Replacement Capex amounted to €87.0 Mn;

• Financial interest, eviction costs, external letting fees and other costs

were capitalised for €45.9Mn, -€5.4 Mn, €9.3 Mn and €11.0 Mn,

respectively.

4.1.2.3 Offices & Others

URW invested €324.1 Mn in its Offices & Others portfolio:

• Acquisition amounted to €0.6 Mn;

• €277.7 Mn was invested in construction and refurbishment projects,

mainly in Germany (Westfield Hamburg offices and hotels), France

(Lightwell) and the UK (Coppermaker Square) (see also Section

4.1.3);

• €11.5 Mn was invested in enhancement and improvement projects on

standing assets, mainly in France;

• Replacement Capex amounted to €3.1Mn;

• Financial interest and other costs capitalised amounted to €31.2 Mn.

4.1.2.4 Convention & Exhibition

URW invested €29.4 Mn in its Convention & Exhibition portfolio:

• €14.3 Mn was invested in construction works at Porte de Versailles;

• €10.2 Mn was invested in enhancement and improvement projects on

standing assets, mainly in Porte de Versailles and Les Boutiques du

Palais;

• Replacement Capex amounted to €4.3 Mn;

• Financial interest and other costs capitalised amounted to €0.6 Mn.

4.1.2.5 Disposals

The real estate investment market continued to face challenges amid

volatile conditions in 2024. Persistent inflation, uncertainty around

interest rate cuts in particular in the US, geopolitical concerns and

political uncertainties are key factors influencing the markets across all

segments (core, core-plus and value-add). These events have added

layers of complexity and uncertainty, slowing transaction executions.

As central banks started to cut rates, the market saw a slight

improvement in H2.

Despite this challenging environment, URW successfully completed or

secured €1.6Bn of transactions

(3)

, including €1.0 Bn (€0.9 Bn in IFRS)

completed at year-end 2024.

This includes:

• The disposal of Equinoccio (Madrid, Spain) to Atitlan for a Total

Acquisition Cost of €34Mn on January 30, 2024;

• The disposal of Westfield Annapolis (Maryland, US) for $160 Mn (at

100%, URW share 55%) to a consortium of industry partners that

include Centennial, Atlas Hill RE, with backing from Waterfall Asset

Management and Lincoln Property Company, on August 20, 2024;

• The disposal as planned of the last tranche of Aupark (Bratislava,

Slovakia) to WOOD & Company on September 2, 2024;

• The disposal of the 12,500 sqm office component of the Gaîté-

Montparnasse mixed-use complex (Paris, France) to a joint venture

between Norges Bank Investment Management and Swiss Life Group

for a Total Acquisition Cost of €172.5 Mn on November 12, 2024;

• The disposal of Pasing Arcaden (Munich, Germany) to Ingka Centres

for a net disposal price of €388 Mn (at 100%, URW share 89.9%

(4)

) on

November 26, 2024;

• The completion of the sale of 25% stake in Centrum Černý Most

(Prague, Czech Republic) to Upvest and RSJ Investments at an

implied offer price of €553 Mn (at 100%) on December 30, 2024;

• The sale of 15% stake in Westfield Forum des Halles (Paris, France) to

CDC Investissement Immobilier for a net disposal price of €235Mn

(5)

with a signing in December 2024 and a closing date on January 2,

2025;

• The agreed sale

(6)

on December 20, 2024, of 80% of URW stake in

Trinity office tower (Paris, France) to Norges Bank Investment

Management, the fund management division of Norges Bank for an

implied offer price for the asset at c.€447Mn (at 100%);

• The completion of the sale of non-core assets for a total of €0.2 Bn,

primarily including (i) a land plot in the UK adjacent to Westfield

Stratford City to Unite Group; and (ii) the 9,800 sqm Group’s units in

the shopping centre La Valentine in the south of France.

As part of these transactions, URW will continue to manage Aupark,

Centrum Černý Most, Westfield Forum des Halles and the Trinity office

tower. As part of the Pasing transaction, URW will also continue to

manage the centre for a transition period of up to 24 months post-

closing.

(1) Amount capitalised in asset value.

(2) Commitment to build roads.

(3) Contribution to the proportionate net debt reduction.

(4) Following the acquisition of an additional 38.9% stake in URW Germany in December 2024.

(5) With up to 10% price payment subject to a 5% annual return mechanism for CDC, which may be activated until 2029.

(6) Subject to standard conditions precedent and is expected to be completed during Q1-2025.

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4.1.3 Development projects as at December 31, 2024

As at December 31, 2024, URW’s share of the Total Investment Cost (“TIC”

(1)

and “URW TIC”

(2)

) of its development project pipeline amounted to

€3.5Bn

(3)

, corresponding to a total of 0.6 million sqm of Gross Lettable Area (“GLA”

(4)

) to be redeveloped or added to the Group’s standing assets.

4.1.3.1 Pipeline variations since December 31, 2023

The development pipeline TIC has increased from €2.5 Bn to €3.5 Bn as at December 31, 2024, as a result of (i) TIC increase of the Hamburg project

due to further cost increases and delayed opening (retail opening on April 8, 2025) (+€0.8 Bn), 6 additional projects added to the Controlled Pipeline

(+€0.4 Bn) and 1 additional project added to the Committed Pipeline (+€0.1 Bn), partially offset by 4 deliveries in 2024 (-€0.3 Bn).

(1) 100% TIC is expressed in value at completion. It 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.

(2) URW TIC: 100% TIC multiplied by URW’s percentage stake in the project, adjusted by specific own costs and income, if any.

(3) This includes the Group’s share of projects fully consolidated and projects accounted for using the equity method, excluding remaining capex on delivered projects, Viparis

Capex commitments and commitments on the roads for the Westfield Milano project.

(4) GLA equals Gross Lettable Area of projects at 100%.

-0.3

0.8

0.5

2.5

3.5

URW TIC

as at Dec. 31, 2023

Deliveries Project changes URW TIC

as at Dec. 31, 2024

New projects

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Projects delivered in 2024

Since December 31, 2023, the Group has delivered 4 projects

representing a URW TIC of €0.3 Bn, comprised of:

• In H1-2024:

- CNIT Eole, a redevelopment of the shopping centre to become the

new gateway of Paris La Défense with restructuring over 30,096

sqm including 45 new shops representing 30% of the project, and a

new Convention and Exhibition centre for the remainder;

- Fisketorvet Dining Experience, a 5,844 sqm refurbishment of the

dining area (including 1,582 additional sqm) of the Fisketorvet Mall

in Copenhagen, by creating a destination with attractive and

renewed offers;

- Old Orchard Lord & Taylor unit, a 11,619 sqm restructuring of a

former department store box into 4 large units and 2 small units to

host tenants as Zara, Pottery Barn, Arhaus and Puttshack;

• In H2-2024:

- Lightwell, a 31,744 sqm restructuring of the Michelet Galilée

building in La Défense, 80% let to Arkema.

The average letting

(1)

of these deliveries stands at 88% as at December

31, 2024. The Group is in active discussions for the leasing of the

remaining 20% space in Lightwell.

Westfield Hamburg update

• Retail opening date

As reported in the press release dated January 23, 2025, URW

announced the retail opening of Westfield Hamburg-Überseequartier

on April 8, 2025. The project’s Mechanical, Electrical and Plumbing

(MEP) systems are now in the final testing and inspection phase. The

opening date has been selected in collaboration with tenants and is

aligned with the Spring retail calendar.

• Other uses delivery date

- Offices

(2)

expected to be delivered in stages from Q2-2025 to H2-

2025;

- Hotels expected to be delivered in stages from Q2-2025 to 2026;

- Cruise terminal has been handed over to the Hamburg Port

Authorities and operations are expected to commence in H1-2025

following the opening of the retail scheme.

• TIC update

The TIC of the Westfield Hamburg project amounts to €2,446 Mn

(3)

, an

increase of c. €190 Mn compared to the TIC update in September 2024,

due to additional expenses related mainly to construction costs, scope

gaps and quantities, while a dedicated construction claim management

team is working to optimise all reconciliations and settlement of claims.

The TIC increased since December 31, 2023, as a result of:

• the water leak and the delayed opening for about c. €260 Mn, mainly

relating to operating the construction site for a longer period and

induced tenant compensation;

• the cost overruns for about c. €550 Mn, due to change orders,

quantity gaps and provision for claims.

Ongoing negotiations on the indemnification of tenants for opening

delays are within the budget set in September.

• Pre-letting status

The Westfield Hamburg retail project is now 94%

(4)

pre-let, an

improvement compared to 86%

(4)

last year, with strong interest in

remaining units, and 64% of the office building

(2)

is pre-let, notably to

Shell, ZIM, Mazars, Wayes and Redevco. Ongoing discussions with office

prospects are progressing on the remaining spaces.

New projects and status update

URW’s development pipeline has seen a +€0.5 Bn increase since the

end of 2023, including 6 projects added to the Controlled Pipeline and 1

project to the Committed Pipeline, with a total targeted Yield on Cost

above 7%:

• UTC Luxury precinct in California, including 6 luxury operators and 2

restaurants, was added to the Committed Pipeline.

• New Controlled projects include:

- Garden State Plaza Mixed-Use in New Jersey, a 57,354 sqm mixed-

use scheme encompassing retail, dining and entertainment offer

for future residents with 50% JV partnership with co-developer Mill

Creek Residential;

- Maquinext in Barcelona, an extension of Westfield La Maquinista,

creating 22,000 sqm for retail, 5,000 sqm for other uses and

47,500 sqm for residential building rights;

- M2 project in East London, creating a 520-bed purpose-built

student accommodation scheme above a car park in Westfield

Stratford City;

- Village 7 in La Défense, redevelopment of the Village 7 asset

following the departure of the main office tenant;

- Wald Terrassen in Westfield Ruhr Park; restructuring of 5,150 sqm

of the existing food court into a modern and open F&B destination;

- Jacques Ibert in Levallois-Perret, redevelopment of the recently

acquired 10,800 sqm office building in Rue Jacques Ibert following

the building acquisition on December 30, 2024.

In addition to the above, the new retail, dining and leisure project of

Centrum Černý Most extension has shifted in H1-2024 from the

Controlled to the Committed Pipeline following the launch of the works

in April 2024.

(1) GLA signed.

(2) Excluding Tower C.

(3) Excluding usual lease incentives and including expected cost recovery through claim management of about €80 Mn.

(4) GLA signed, all agreed to be signed and financials agreed.

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4.1.3.2 Pipeline projects as at December 31, 2024

Summary of pipeline projects

Development Projects

(a)

Business Country Type

URW

Ownership

100% Net

GLA (sqm)

100% TIC

(€ Mn)

URW TIC

(€ Mn)

URW Cost

to Date

(€Mn)

Yield on

Cost

(b)

Delivery

Date

(c)

Project

Valuation

Westfield Hamburg –

Retail

Shopping

Centres

Germany Greenfield/

Brownfield

100% 94,474 1,530 H1-2025 Fair value

Westfield Hamburg –

Others

Offices &

Others

Germany Greenfield/

Brownfield

100% 77,657 920 H1-2025,

2026

Fair value

Coppermaker Square Offices &

Others

UK Greenfield/

Brownfield

25% 87,440 850 H2-2025 Fair value

Triangle Offices &

Others

France Greenfield/

Brownfield

30% 91,179 700 H2-2026 At cost

UTC Luxury Project Shopping

Centres

US Redevelopment

/Extension

50% 4,524 80 H2-2026 Fair value

Centrum Černý Most

Extension

Shopping

Centres

Czech

Rep.

Extension/

Renovation

75% 9,471 70 H2-2025 Fair value

Others 22,280 80

Total Committed projects 2,970 2,260 3.4%

GSP Mixed-Use Offices &

Others

US Greenfield/

Brownfield

25% 57,354 300 H2-2027 At cost

Maquinext Shopping

Centres

Spain Extension/

Renovation

51% 74,525 260 H2-2029 At cost

M2 Offices &

Others

UK Greenfield/

Brownfield

100% 19,190 160 H2-2028 At cost

Jacques Ibert Offices &

Others

France Redevelopment

/Extension

100% 10,800 90 H2-2028 Fair value

Others 13,515 70

Total Controlled projects 500 80

URW TOTAL PIPELINE 3,470 2,340

(a) Figures may not add up due to rounding and are subject to change according to the maturity of projects.

(b) URW share of the expected stabilised Net Rental Income divided by the URW TIC increased by rent incentives (step rents and rent free periods), and for redevelopment

projects only, the Gross Market Value of the standing assets at the launch of the project.

The URW Yield on Cost on Committed projects has decreased from 4.8% as at December 31, 2023, to 3.4% as at December 31, 2024, mainly due to the

cost increase on the Hamburg Project. Excluding Hamburg project, the yield on cost on committed projects stands at 6.5% compared to an average

exit cap rate of 5.0% assumed by appraisers.

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Detailed overview

URW DEVELOPMENT PIPELINE BY GROUPING

• 76% of the total Committed Pipeline URW TIC was already spent as at December 31, 2024, representing an amount of €2,260Mn, of which

€1,340Mn was on the retail pipeline and €920 Mn on Offices & Others. Out of the €710 Mn still to be invested for Committed projects, €230 Mn has

already been contracted.

• URW’s TIC on Controlled Pipeline amounts to €500 Mn, out of which €80 Mn has been spent to date on the projects.

URW COST TO DATE PER COUNTRY

(€2,340 Mn)

Controlled

€500 Mn

14%

Committed

€2,970 Mn

86%

Retail

€1,650 Mn

55%

Hotels

€450 Mn

15%

Residential

€200 Mn

Offices

€670 Mn

23%

€200 Mn

Germany

€1,940 Mn

83%

€20 Mn

France

€140 Mn

Spain

€20 Mn

Czech

Rep.

€20 Mn

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URW DEVELOPMENT PIPELINE PER TYPE AND BUSINESS

(1)

GLA

(a)

(562,407 sqm)

URW TIC

(b)

(€3,470 Mn)

(a) Based on the split of GLA per project.

(b) Based on main use of the project.

The Group has an increasing focus on mixed-use projects (notably

including residential, offices & hotels) such as GSP Mixed-Use and

Coppermaker Square next to Westfield Stratford City. These projects

mainly relate to densifications on and around the Group’s existing asset

footprints.

As part of its strategy to create mixed-use destinations, the Group

secured planning permission to transform the former House of Fraser

department store building in Westfield London into “The Village

Offices”, a new three level 115,000 sq. ft. high-quality and sustainable

office space that could accommodate up to 2,000 workers. Active

discussions are underway with prospective office tenants attracted by

the quality, amenities and connectivity of the space.

4.1.3.3 Deliveries expected in 2025

2025 will be a major year in terms of development with the main key

deliveries:

• Westfield Hamburg-Überseequartier, a 172,200 sqm mixed-use

project in Hamburg’s seaside with retail, offices, hotels and a cruise

ship terminal with a phased opening starting on April 8, 2025 for retail

and first phase of offices in Q2-2025 (see “Westfield Hamburg

update” section above for more details);

• Coppermaker Square, a residential project in Stratford (East London),

delivering 1,225 apartments will be completed in H2-2025 (including

1,032 flats already delivered);

• Village Offices, the repurposing of 10,285 sqm in relation to the

former House of Fraser Department store into office space, to be

delivered end of H2-2025;

• Centrum Černý Most extension, an extension to cement the

destination status of the centre by expanding food and entertainment

offer, to be delivered in H2-2025.

The average pre-letting

(2)

of these future deliveries

(3)

stands at 76% as at

December 31, 2024, the retail component being pre-let at 94%.

At year-end 2025, the total URW TIC, reflecting €2.6Bn

(4)

deliveries

during 2025, is expected to reduce to €0.9 Bn at year-end 2025,

composed of €0.4 Bn relating to Committed projects and €0.5 Bn to

Controlled, based on current portfolio of projects

(5)

4.1.4 Property portfolio and Net Asset

Value as at December 31, 2024

URW’s Net Reinstatement Value ("NRV") amounted to €143.80 per

share as at December 31, 2024, a decrease of -€2.90 per share (-2.0%)

compared to the NRV as at December 31, 2023 (€146.70 per share).

The NRV includes €3.73 per share of goodwill not justified by the fee

businesses or tax optimisations, which is mainly related to the Westfield

acquisition. Net of this goodwill, the NRV would be €140.07 per share.

URW’s Net Disposal Value ("NDV") amounted to €116.90 per share as at

December 31, 2024, a decrease of -€5.00 per share (-4.1%) compared

to the NDV as at December 31, 2023 (€121.90 per share). URW’s NDV

includes the mark-to-market of debt and financial instruments but does

not include any goodwill.

(1) Figures may not add up due to rounding.

(2) GLA signed, all agreed to be signed and financials agreed.

(3) In the case of staged phases in a project, the date corresponds to the delivery date of the main phase.

(4) Excluding Tower C.

(5) Assuming no additions to the URW Development Pipeline until that date.

Retail

Extension/Renovation/

Redevelopment

43,600 sqm

Dining & Leisure

Greenfield/Brownfield

34,191 sqm

Dining & Leisure

Extension/

Renovation/

Redevelopment

16,223 sqm

Offices

160,547 sqm

29%

Hotels

36,489 sqm

Residential

203,282 sqm

36%

Retail

Greenfield/Brownfield

68,075 sqm

12%

Retail

Greenfield/Brownfield

€1,520 Mn

44%

Offices & Others

Redevelopment/Extension

€110 Mn

Retail

Extension/Renovation/

Redevelopment

€280 Mn

Offices & Others

Greenfield/Brownfield

€1,560 Mn

45%

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4.1.4.1 Property portfolio

Unless otherwise indicated, the data presented in the property portfolio

are on a proportionate

(1)

basis as at December 31, 2024, and

comparisons are with values as at December 31, 2023.

The total GMV of URW’s portfolio

(2)

amounted to €49.7Bn (€49.6 Bn),

an increase of +0.3%. On a like-for-like basis, the GMV net of investment

decreased by -0.5% (or -€0.2Bn).

Investment market retail

(3)

and office

(4)

Total real estate investment volumes in Continental Europe

provisionally totalled €127 Bn, i.e. -7% below 2023 and -46% below the

previous 10-year average between 2014 and 2023. In the UK, €57 Bn

were invested in 2024, i.e. +20% increase compared to 2023, but -25%

below the prior 10-year average.

Retail investment volumes in Continental Europe accounted for 16% of

investments recorded in 2024, marginally lower than the 17% recorded

in 2023 and the 10-year average of 17% which rose off its lowest level of

9% in 2021. Retail investment volumes in Continental Europe totalled

€20.4 Bn in 2024, a -12% reduction compared to 2023. Shopping

centres accounted for 34% (€6.9 Bn) of retail investment volumes, in

line with its share in 2023.

Retail investment volumes in the UK totalled €10.1 Bn in 2024, a +39%

increase compared to 2023. Shopping centres totalled €2.8 Bn (i.e. 27%

of the total). Shopping centre volumes rose over +70% in 2024 notably

due to major sales of shopping centres in the UK including Meadowhall

(50% share), Bluewater (50% share) and Liverpool One (93%).

US retail investment volumes saw a -13% decrease on a November

2024 year-to-date basis compared to the same period in 2023, with

total transactions reported by Real Capital Analytics of $47.0 Bn.

Total office investment volumes in Continental Europe were €29.1 Bn in

2024, a drop of -13% compared to 2023. In the Paris region, office

investment reached €3.4 Bn in 2024, down -27% compared to 2023.

URW’s portfolio

Asset portfolio valuation (including transfer taxes)

(a)

Dec. 31, 2024

Like-for-like change net of

investment – 2024

(b)

Dec. 31, 2023

€ Mn %

€ Mn % € Mn %

Shopping Centres 43,329 87% 72 0.2% 42,775 86%

Offices & Others 2,778 6% (124) (8.0%) 3,155 6%

Convention & Exhibition 2,611 5% (30) (1.2%) 2,572 5%

Services 993 2% (112) (10.5%) 1,072 2%

Total URW

49,711 100% (194) (0.5%) 49,574 100%

Figures may not add up due to rounding.

(a) On a proportionate basis, including transfer taxes and transaction costs (see Section "Proportionate, IFRS and Group share figures for the property portfolio" for IFRS and

Group share figures).

The portfolio valuation includes:

• The appraised or at cost value of the entire property portfolio, whether fully consolidated or under joint control (for URW’s share);

• The fair value of the Westfield trademark. The Westfield trademark is a corporate intangible asset that is split by region only for analytical purposes;

• The equity value of URW’s investments in assets not controlled by URW (Złote Tarasy, Gropius Passagen, Foncière Crossroads, Triangle, Hôtel Salomon de Rothschild,

Toca Football and Food Society). The equity value of URW’s share investments in assets not controlled by URW amounted to €1,239 Mn (€1,239 Mn).

The valuations consider the negative cash flows related to rents paid on concessions or leaseholds, which are accounted for as financial debt in the consolidated statement of

financial position.

The portfolio neither includes €0.7 Bn of goodwill not justified by the fee business, nor financial assets such as the cash and cash equivalents on the Group’s consolidated

statement of financial position as at December 31, 2024.

(b) Excluding the currency effect, investment properties under construction, assets not controlled by URW, assets at bid value and changes in scope (including acquisitions,

disposals and deliveries of new projects) through December 31, 2024. Changes in scope consist mainly of the:

• Disposal of Pasing Arcaden in Germany;

• Disposal of Westfield Annapolis in the US;

• Disposal of Aupark in Slovakia;

• Disposal of the Group’s units in La Valentine in France;

• Disposal of Equinoccio in Spain;

• Disposal of Gaîté-Montparnasse office in France;

• Disposal of a student housing land plot adjacent to Westfield Stratford City in the UK;

• Acquisition of the remaining 50% stake on Westfield Montgomery in the US;

• Acquisition of the remaining 50% stake on CH Ursynów in Poland;

• Acquisition of 100% of the Jacques Ibert offices in France;

• Delivery of Westfield CNIT Eole in France;

• Delivery of Lightwell in France;

• Delivery of Fisketorvet Dining Extension in Denmark; and

• Centrum Černý Most Extension in Czech Republic which started in H1-2024.

The like-for-like change in the portfolio valuation is calculated excluding the changes described here above.

(1) The sum of the 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.

(2) Including the Group’s services business, the airport activities, the Westfield trademark, transfer taxes and transaction costs. Does not include the goodwill not justified by the

fee business nor the impact of the application of IFRS 16.

(3) Source: Cushman & Wakefield, estimates as at January, 2025.

(4) Source: BNP Paribas Real Estate, estimates as at January, 2025.

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URW Valuation as at Dec. 31, 2023 (€ Mn) 49,574

Like-for-like revaluation (194)

Revaluation of non like-for-like assets (1,310) (a)

Revaluation of shares (0) (b)

Capex / Acquisitions / Transfers 1,807

Disposals (888) (c)

Constant Currency Effect 721 (d)

URW Valuation as at Dec. 31, 2024 (€ Mn)

49,711

Figures may not add up due to rounding.

(a) Non like-for-like assets include IPUC valued at cost or at fair value, assets delivered in 2024, and assets at bid value.

(b) Revaluation of the shares in companies holding the assets not controlled by URW.

(c) Value as at December 31, 2023, of the assets disposed. Excluding sale of minority stake in Centrum Černý Most, still fully consolidated.

(d) Currency impact of +€721 Mn, including +€624 Mn in the US, +€167 Mn in the UK, partly offset by -€70 Mn in Nordics, before offsets from foreign currency debt and hedging

programmes.

Appraisers

In March 2021, as part of the rotation recommended by the Royal

Institution of Chartered Surveyors ("RICS"), URW signed new appraisal

mandates with 2 international and qualified appraisal firms, Cushman &

Wakefield and Jones Lang LaSalle, to value its Shopping Centre and

Offices & Others portfolio. In Continental Europe, URW rotated the

assets appraised by these 2 firms: in H1-2021, the appraisers were

rotated for Central Europe, Spain, Nordics, France Offices & Others and

The Netherlands and in H2-2021, URW rotated appraisers for France

Shopping Centres, Germany and Austria. In H1-2024, URW rotated the

appraisers in the US (Cushman & Wakefield and Kroll) on half of the US

assets, URW rotated the appraisers on the remaining half of the US

assets in H2-2024, in line with RICS’ recommendations. The services

companies (except German Fee Business) and the Westfield trademark

values are assessed by Ernst & Young (“EY”) since H2-2024. The

German Fee Business is appraised by Grant Thornton since H2-2024.

URW has allocated properties across independent appraisers by region

for comparison and benchmarking purposes. The valuation process has

a centralised approach, intended to ensure that capital market views on

the Group’s portfolio are taken into account. Assets are appraised twice

a year (in June and December), except for services companies and the

Westfield trademark which were externally appraised once in H2-2024.

Appraiser Regions appraised as at Dec. 31, 2024

% of total

portfolio

Dec. 31, 2024

% of total

portfolio

Dec. 31, 2023

Cushman & Wakefield France/Germany/Austria/Nordics/Spain/UK

(a)

/US 41% 49%

Jones Lang LaSalle France/Germany/Central Europe/The Netherlands 33% 34%

Kroll US 13% 6%

(b)

France/UK/US 3% 0%

PwC

(c)

France 5% 8%

Other appraisers

Germany/Central Europe/US

2% 2%

At cost, under sale agreement or internal 3% 1%

100% 100%

Figures may not add up due to rounding.

(a) The Group’s UK Shopping Centre portfolio was valued by Cushman & Wakefield and Avison Young.

(b) EY assesses the Westfield trademark and the Group’s services companies except the German Fee Business valued by Grant Thornton.

Fees paid to appraisers are determined prior to the valuation process

and are independent from the value of properties appraised. A detailed

report, dated and signed, is produced for each appraised property. None

of the appraisers have received fees from URW representing more than

10% of their turnover.

Integration of ESG in URW’s valuations

Environmental, Social & Governance (ESG) factors are impacting

investment approaches in real estate markets. Driving forces include

legislation change, availability of finance, and increasing societal

awareness of ESG factors such as climate risk.

A significant amount of information has been made available to the

appraisers in relation to several ESG KPIs on an asset-by-asset basis

(1)

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.

(1) For European shopping centres.

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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 Group and its Better Places Net zero

trajectory were integrated in the valuation model.

The information relating to the Group’s ESG roadmap provided during

the Investors Day in October 2023 was updated so that appraisers could

integrate it in their H2-2024 valuations.

Valuation methodology

Appraisal methods used by appraisers are compliant with international

standards and guidelines as defined by RICS, IVSC (International

Valuation Standards Council) and FEI (Fédération des Entreprises

Immobilières).

Valuation scope

97% of URW’s portfolio was appraised by independent appraisers as at

December 31, 2024.

Investment Properties Under Construction (“IPUC”) for which a value

could be reliably determined are required to be accounted for at fair

value and were assessed by external appraisers.

IPUC are taken at fair value once management considers that a

substantial part of the project’s uncertainty has been eliminated, such

that a reliable fair value can be established.

Westfield Hamburg was assessed at fair value for the first time as at

June 30, 2023. Centrum Černý Most Extension was carried at fair value

for the first time as at June 30, 2024.

Since and as a result of the acquisition accounting for the Westfield

transaction, the main projects in the US, the UK and Italy were carried at

fair value as at December 31, 2024.

Refer to the table in the Section 4.1.3 for the valuation method used for

each development project in the Group’s pipeline.

The remaining assets of the portfolio (3%) were valued as follows:

• At cost, subject to impairment test, for IPUC for which a reliable value

could not yet be established. These include assets under

development (see Section 4.1.3 for more details);

• Internal valuations were performed by URW as at December 31,

2024, for a few minor office assets in the US; and

• At bid value for assets for which the Group has received a purchase

offer.

The total value of the IPUC amounted to €2.0 Bn, of which €1.6 Bn

valued at fair value and €0.5 Bn valued at cost (36% of the value at cost

was tested with an external valuation as at December 31, 2024).

Unless otherwise indicated, valuation changes and references to asset

values include transfer taxes and transaction costs.

Appraiser Sector

Valuation including transfer taxes (€ Mn)

Dec. 31, 2024

June 30, 2024 Dec. 31, 2023

Cushman & Wakefield Shopping Centres/Offices & Others 17,246 18,007 18,081

Jones Lang LaSalle Shopping Centres/Offices & Others 16,444 16,879 16,607

PwC C&E 2,538 2,538 2,766

EY Shopping Centres 280 – –

Other appraisers Shopping Centres 3,348 3,231 3,113

Internal valuation Shopping Centres 1 266 –

Impact of the assets valued by two appraisers Shopping Centres (2,557) (2,408) (2,301)

Assets valued at cost and/or not appraised

Shopping Centres/Offices & Others

1,245 517 469

Total Europe 38,546 39,031 38,735

Cushman & Wakefield Shopping Centres/Offices & Others 3,040 5,757 6,150

Kroll Shopping Centres 6,636 3,306 3,014

PwC Shopping Centres – – 158

EY Shopping Centres 163 – –

Other appraisers Shopping Centres/Offices & Others 250 253 243

Internal valuation Offices & Others 41 214 35

Assets valued at cost and/or not appraised

Shopping Centres/Offices & Others

42 181 166

Total US 10,172 9,712 9,767

Services 993 1,034 1,072

Total URW

49,711 49,777 49,574

Figures may not add up due to rounding.

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Shopping Centre portfolio

The value of URW’s Shopping Centre portfolio is the total value of each individual asset as determined by the Group’s appraisers, except as noted

above.

The Westfield trademark is split by the regions in which the Group operates Westfield-branded shopping centres and is included within the Flagships

category valuation. The airport activity and CBD asset

(1)

are included within Flagships in the US.

Evolution of URW’s Shopping Centre portfolio valuation

The value of URW’s Shopping Centre portfolio amounted to €43,329Mn (€42,775 Mn).

URW Valuation as at Dec. 31, 2023 (€ Mn) 42,775

Like-for-like revaluation 72

Revaluation of non like-for-like assets (876)

Revaluation of shares (12)

Capex / Acquisitions / Transfers 1,372

Disposals (665)

Constant Currency Effect 661

URW Valuation as at Dec. 31, 2024 (€ Mn) 43,329

Figures may not add up due to rounding.

Based on an asset value excluding estimated transfer taxes and transaction costs, the Shopping Centre division’s Net Initial Yield ("NIY") stood at

5.4%, including 5.4% in Continental Europe, 6.3% in the UK and 5.2% in the US.

The Potential Yield including the leasing of vacant space at ERV was 5.8%, including 5.6% in Continental Europe, 7.0% in the UK and 5.8% in the US.

When compared to the NIY, this metric incorporates the filling in of the currently high level of vacancy in the UK and in the US, at 5.8% and 7.2%

respectively.

Shopping Centre portfolio by region

Dec. 31, 2024

Dec. 31, 2023

Valuation

including

transfer taxes

(€ Mn)

Valuation

excluding

estimated

transfer taxes

(€ Mn)

Net Initial

Yield

Potential

Yield

Valuation

including

transfer taxes

(€ Mn)

Valuation

excluding

estimated

transfer taxes

(€ Mn) Net Initial Yield Potential Yield

France 12,585 12,119 4.9% 5.2% 12,521 12,060 4.9% 5.1%

Spain 3,657 3,574 5.8% 5.9% 3,583 3,502 5.8% 6.0%

Southern Europe 16,242 15,694 5.1% 5.3% 16,104 15,561 5.1% 5.3%

Central Europe 5,345 5,296 6.1% 6.2% 4,954 4,910 6.3% 6.5%

Austria 2,137 2,126 5.5% 5.8% 2,147 2,137 5.3% 5.6%

Germany 2,552 2,396 5.8% 6.3% 3,196 3,012 5.9% 6.2%

Central and Eastern Europe 10,034 9,818 5.9% 6.1% 10,298 10,059 6.0% 6.2%

Nordics 2,543 2,492 4.9% 5.4% 2,564 2,512 5.1% 5.5%

The Netherlands 1,671 1,511 5.6% 6.1% 1,623 1,468 5.6% 6.0%

Northern Europe 4,214 4,003 5.2% 5.6% 4,187 3,980 5.3% 5.7%

Subtotal Continental Europe 30,490 29,515 5.4% 5.6% 30,589 29,600 5.4% 5.7%

UK 2,738 2,595 6.3% 7.0% 2,489 2,359 6.2% 7.0%

Subtotal Europe 33,229 32,110 5.4% 5.7% 33,078 31,958 5.4% 5.8%

US 10,100 9,899 5.2% 5.8% 9,697 9,516 4.9% 5.5%

Total URW

43,329 42,009 5.4% 5.8% 42,775 41,475 5.3% 5.7%

Figures may not add up due to rounding.

(1) Westfield World Trade Center.

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The following table shows the breakdown for the US Shopping Centre portfolio:

US Shopping Centre portfolio by category

Dec. 31, 2024

Dec. 31, 2023

Valuation

including

transfer taxes

(€ Mn)

Valuation

excluding

estimated

transfer taxes

(€ Mn)

Net Initial

Yield

Potential

Yield

Valuation

including

transfer taxes

(€ Mn)

Valuation

excluding

estimated

transfer taxes

(€ Mn)

Net Initial

Yield

Potential

Yield

Flagships US (incl. CBD asset)

(a)

9,669 9,468 5.0% 5.6% 9,185 9,004 4.6% 5.2%

o/w Flagships US excl. CBD asset

(a)

8,719 8,546 5.1% 5.6% 8,199 8,052 4.8% 5.3%

Regionals US 432 432 9.3% 10.7% 512 512 9.4% 11.2%

Total US

10,100 9,899 5.2% 5.8% 9,697 9,516 4.9% 5.5%

Figures may not add up due to rounding.

(a) The airport activities and the Westfield trademark for the US are included in the valuation of the US Flagships for a total amount of €413 Mn as at December 31, 2024, and for

a total amount of €401 Mn as at December 31, 2023. However, these activities are not part of the NIY computation.

For Flagships, excluding CBD asset, the Net Initial Yield stands at 5.1% as at December 31, 2024, vs. 4.8% as at December 31, 2023, and the Potential

Yield stands at 5.6% as at December 31, 2024, vs. 5.3% as at December 31, 2023. Stabilised Yield based on NRI 2027, integrating growth potential of

these assets, stands at 5.7% as at December 31, 2024, vs. 5.6% as at December 31, 2023.

The valuation including transfer taxes of the US Shopping Centre portfolio expressed in EUR increased by +4.2% over the year and decreased by -2.1%

in USD, from $10,715Mn to $10,493 Mn. The increase in EUR reflects the impact of the positive currency effect between the 2 closings, with a

strengthening of the USD vs. the EUR.

The following table shows the bridge of the US Shopping Centre portfolio in USD from December 31, 2023, to December 31, 2024, with the split by

category:

Total US

Flagships US incl.

CBD asset

(a)

Flagships US excl.

CBD asset

(a)

Regionals US

URW Valuation as at Dec. 31, 2023 ($ Mn) 10,715 10,149 9,060 566

Like-for-like revaluation (416) (387) (276) (30)

Revaluation of non like-for-like assets (125) (125) (125) 0

Revaluation of shares – – – –

Capex / Acquisitions / Transfers 413 407 399 6

Disposals / Foreclosure (94) – – (94)

URW Valuation as at Dec. 31, 2024 ($ Mn)

10,493 10,045 9,058 448

Figures may not add up due to rounding.

(a) The airport activities and the Westfield trademark for the US are included in the valuation of the US Flagships for a total amount of $429 Mn as at December 31, 2024, and for

a total amount of $443 Mn as at December 31, 2023.

Sensitivity

The table below shows the sensitivity on URW’s Shopping Centre portfolio value for assets fully consolidated or under joint control, excluding assets

under development, the Westfield trademark and the airport activities.

The percentages below are indicative of evolutions in case of various evolutions of NIY, Discount Rate (“DR”), Exit Capitalisation Rate ("ECR") and

appraisers’ ERV.

Sensitivity Impact in € Mn Impact in %

+25 bps in NIY (1,798) (4.4%)

+25 bps in DR (668) (1.7%)

+10 bps in ECR (475) (1.2%)

-5% in appraisers' ERV (1,571) (3.9%)

Sensitivity Impact in € Mn Impact in %

-25 bps in NIY 1,974 4.9%

-25 bps in DR 682 1.7%

-10 bps in ECR 493 1.2%

+5% in appraisers' ERV 1,356 3.4%

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Like-for-like analysis

On a like-for-like basis, the value of URW’s Shopping Centre portfolio, after accounting for works, capitalised financial expenses and eviction costs,

increased by +€72Mn, i.e. +0.2%. This increase in 2024 compared to 2023 was the result of a yield impact of -1.3% and a rent impact of +1.4%.

The like-for-like change was positive in Continental Europe at +1.3% compared to 2023 and in the UK at +4.9% compared to 2023, and negative in the

US at -4.3% compared to 2023.

2024

Shopping Centres – Like-for-like (“LfL”) change Shopping Centres – Like-for-like (“LfL”) change by semester

LfL change in

€ Mn

LfL change

in %

LfL change –

Rent impact

LfL change –

Yield impact

LfL change

H1-2024

in € Mn

LfL change

H1-2024

in %

LfL change

H2-2024

in € Mn

LfL change

H2-2024

in %

France 50 0.4% 1.7% (1.2%) (19) (0.2%) 69 0.6%

Spain 68 2.2% 3.6% (1.4%) 61 2.0% 7 0.2%

Southern Europe 118 0.8% 2.1% (1.3%) 42 0.3% 75 0.5%

Central Europe 300 8.6% 7.8% 0.8% 202 5.8% 98 2.7%

Austria (30) (1.4%) (0.6%) (0.8%) (11) (0.5%) (19) (0.9%)

Germany (83) (4.0%) (1.6%) (2.4%) (32) (1.5%) (52) (2.5%)

Central and Eastern Europe 187 2.4% 2.9% (0.5%) 159 2.1% 27 0.3%

Nordics 10 0.4% 2.0% (1.7%) (0) 0.0% 10 0.4%

The Netherlands 31 1.9% 2.7% (0.8%) 8 0.5% 23 1.4%

Northern Europe 41 1.0% 2.3% (1.3%) 8 0.2% 33 0.8%

Subtotal Continental Europe 345 1.3% 2.4% (1.1%) 210 0.8% 136 0.5%

UK 112 4.9% 1.5% 3.4% 32 1.4% 80 3.3%

Subtotal Europe 457 1.6% 2.3% (0.7%) 242 0.8% 215 0.7%

US (385) (4.3%) (1.3%) (3.1%) (370) (4.2%) (15) (0.2%)

Total URW

72 0.2% 1.4% (1.3%) (128) (0.3%) 200 0.5%

Figures may not add up due to rounding.

The 47 Flagship shopping centres represent 94% of URW’s retail exposure (excluding assets under development, the airport activities and the

Westfield trademark).

2024

Shopping Centres – Like-for-like (“LfL”) change by category Shopping Centres – Like-for-like (“LfL”) change by semester

LfL change

in € Mn

LfL change

in %

LfL change –

Rent impact

LfL change –

Yield impact

LfL change

H1-2024

in € Mn

LfL change

H1-2024

in %

LfL change

H2-2024

in € Mn

LfL change

H2-2024

in %

Flagships Continental Europe 476 1.9% 2.8% (0.8%) 285 1.2% 191 0.8%

Flagships UK 112 4.9% 1.5% 3.4% 32 1.4% 80 3.3%

Subtotal European Flagships 588 2.2% 2.7% (0.5%) 317 1.2% 270 1.0%

Flagships US (excl. CBD asset) (255) (3.4%) (0.3%) (3.1%) (250) (3.3%) (5) (0.1%)

Subtotal Flagships (excl.

CBD asset)

333 1.0% 2.0% (1.1%) 67 0.2% 266 0.8%

US CBD (102) (10.4%) (10.4%) 0.0% (101) (10.2%) (2) (0.2%)

Subtotal Flagships 231 0.7% 1.7% (1.0%) (34) (0.1%) 264 0.7%

Regionals Europe (131) (6.4%) (2.9%) (3.5%) (76) (3.7%) (55) (2.8%)

Regionals US (28) (6.5%) 2.5% (9.0%) (19) (4.4%) (9) (2.1%)

Subtotal Regionals (158) (6.4%) (1.9%) (4.5%) (94) (3.8%) (64) (2.7%)

Total URW

72 0.2% 1.4% (1.3%) (128) (0.3%) 200 0.5%

Figures may not add up due to rounding.

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Non like-for-like analysis

The value of URW’s non like-for-like Shopping Centre portfolio (including projects, the Airport business and the Westfield trademark) decreased by

-€876Mn, after accounting for works, capitalised financial expenses and eviction costs. This was mainly due to Westfield Hamburg representing 81%

of the non like-for-like revaluation (see Section 4.1.3 for more details).

Offices & Others portfolio

Evolution of URW’s Offices & Others portfolio valuation

The Offices & Others portfolio includes the offices, the hotels (except the hotels at Porte de Versailles) and the residential projects.

The total value of URW’s Offices & Others portfolio amounted to €2,778 Mn (€3,155 Mn).

URW Valuation as at Dec. 31, 2023 (€ Mn) 3,155

Like-for-like revaluation (124)

Revaluation of non like-for-like assets (438)

Revaluation of shares 13

Capex / Acquisitions / Transfers 367

Disposals (223)

Constant Currency Effect 27

URW Valuation as at Dec. 31, 2024 (€ Mn) 2,778

Figures may not add up due to rounding.

The split by region of the total Offices & Others portfolio was as follows:

Valuation of Offices & Others portfolio (including transfer taxes)

Dec. 31, 2024

Dec. 31, 2023

€ Mn %

France 1,642 59% 1,853 59%

Other countries 531 19% 703 22%

Subtotal Continental Europe 2,173 78% 2,556 81%

UK 533 19% 529 17%

Subtotal Europe 2,706 97% 3,085 98%

US 72 3% 69 2%

Total URW

2,778 100% 3,155 100%

Figures may not add up due to rounding.

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

increased by +90 bps from 5.9% to 6.8%.

Valuation of occupied office space

Dec. 31, 2024

Dec. 31, 2023

Valuation

including

transfer taxes

(€ Mn)

Valuation

excluding

estimated

transfer taxes

(€ Mn) Net Initial Yield

Valuation including

transfer taxes

(€ Mn)

Valuation

excluding

estimated

transfer taxes

(€ Mn) Net Initial Yield

France 1,491 1,451 6.6% 1,464 1,427 5.8%

Other countries 143 139 6.8% 197 190 6.4%

Subtotal Continental Europe 1,634 1,590 6.7% 1,661 1,618 5.9%

UK 276 261 n.m. 67 64 n.m.

Subtotal Europe 1,910 1,852 6.6% 1,729 1,682 5.9%

US 19 18 23.0% 28 27 11.5%

Total URW

1,929 1,870 6.8% 1,757 1,709 5.9%

Figures may not add up due to rounding.

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Sensitivity

The table below shows the sensitivity on URW’s Offices & Others portfolio value (occupied and vacant spaces) for assets fully consolidated or under

joint control, excluding assets under development.

The percentages below are indicative of evolutions in case of various evolutions of NIY.

Sensitivity Impact in € Mn Impact in %

+25 bps in NIY (69) (3.8%)

Sensitivity Impact in € Mn Impact in %

-25 bps in NIY 74 4.1%

Like-for-like analysis

The value of URW’s Offices & Others portfolio, after accounting for the impact of works and capitalised financial expenses, decreased by -€124Mn

(-8.0%) on a like-for-like basis, due to a yield impact of -1.5% and a rent impact of -6.5%.

2024

Offices & Others – Like-for-like change Offices & Others – Like-for-like (“LfL”) change by semester

LfL change

in € Mn

LfL change

in %

LfL change –

Rent impact

LfL change –

Yield impact

LfL change

H1-2024

in € Mn

LfL change

H1-2024

in %

LfL change

H2-2024

in € Mn

LfL change

H2-2024

in %

France (119) (9.6%) (8.5%) (1.1%) (39) (3.2%) (80) (6.6%)

Other countries 8 4.2% 5.4% (1.2%) 6 3.2% 2 0.9%

Subtotal Continental Europe (110) (7.7%) (6.6%) (1.1%) (33) (2.3%) (78) (5.5%)

UK (1) (1.6%) 7.2% (8.8%) (3) (4.0%) 2 2.4%

Subtotal Europe (111) (7.4%) (5.9%) (1.5%) (35) (2.4%) (76) (5.2%)

US (13) (25.7%) (23.0%) (2.7%) (1) (2.3%) (11) (22.7%)

Total URW

(124) (8.0%) (6.5%) (1.5%) (36) (2.3%) (87) (5.7%)

Figures may not add up due to rounding.

Non like-for-like analysis

The value of URW’s non like-for-like Offices & Others portfolio decreased by -€438 Mn including 84% from Westfield Hamburg.

Convention & Exhibition portfolio

Valuation methodology

The valuation methodology adopted by PwC for the venues is mainly based on a discounted cash flow model ("DCF") applied to the total net income

projected over the life of the concession or leasehold (net of the amounts paid for the concession or leasehold) if it exists, or otherwise over a 10-year

period, with an estimate of the asset value at the end of the given time period, based either on the residual contractual value for concessions or on

capitalised cash flows over the last year, including the remaining capital expenditures to be spent on Porte de Versailles (€159 Mn).

Evolution of the Convention & Exhibition valuation

The value of URW’s Convention & Exhibition venues, including transfer taxes and transaction costs, amounted to €2,611Mn (€2,572 Mn).

URW Valuation as at Dec. 31, 2023 (€ Mn) 2,572 (a)

Like-for-like revaluation (30)

Revaluation of non like-for-like assets 3

Revaluation of shares (2)

Capex/Acquisitions/Transfers/Disposals 67

URW Valuation as at Dec. 31, 2024 (€ Mn)

2,611 (a)

Figures may not add up due to rounding.

(a) Excluding the Convention & Exhibition space in Carrousel du Louvre and CNIT, 100%-owned by URW, the valuation for Viparis (including Palais des Sports, Les Boutiques du

Palais and the hotels at Porte de Versailles) was €2,481Mn as at December 31, 2023, and €2,510Mn as at December 31, 2024.

On a like-for-like basis, net of investments, the value of Convention & Exhibition venues decreased by -€30Mn (-1.2%) following the cancellation of a

few shows.

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Services

The Services portfolio is composed of URW’s French, German, UK and US property services companies.

URW’s Services portfolio is appraised annually as at each year-end to include all significant fee business activities in the portfolio at their market

value for the calculation of URW’s NAV.

In URW’s Consolidated statement of financial position, intangible assets are not revalued but recognised at cost less amortisation charges and/or

impairment losses booked.

The value of the Services portfolio decreased by -€112Mn (-10.5%) on a like-for-like basis, mainly impacted by revenues assumptions for German

Fee Business and UK DD&C, as well as rates evolution. It was partly offset by increases of French services companies and US Property Management.

URW Valuation as at Dec. 31, 2023 (€ Mn) 1,072

Like-for-like revaluation (112)

Constant Currency Effect 33

URW Valuation as at Dec. 31, 2024 (€ Mn) 993

Figures may not add up due to rounding.

Proportionate, IFRS and Group share figures for the property portfolio

The figures presented previously in the property portfolio are on a proportionate basis.

The following tables also provide the IFRS GMV and the Group share level (in GMV) for URW’s assets:

URW Asset portfolio valuation – Dec. 31, 2024

Proportionate IFRS Group share

€ Mn % € Mn % € Mn %

Shopping Centres 43,329 87% 41,994 87% 37,519 89%

Offices & Others 2,778 6% 2,469 5% 2,464 6%

Convention & Exhibition 2,611 5% 2,613 5% 1,357 3%

Services 993 2% 993 2% 986 2%

Total URW 49,711 100% 48,069 100% 42,325 100%

URW Asset portfolio valuation - Dec. 31, 2023 € Mn % € Mn % € Mn %

Shopping Centres 42,775 86% 41,269 86% 36,539 88%

Offices & Others 3,155 6% 2,881 6% 2,855 7%

Convention & Exhibition 2,572 5% 2,574 5% 1,333 3%

Services 1,072 2% 1,072 2% 1,015 2%

Total URW 49,574 100% 47,796 100% 41,742 100%

URW Like-for-like change – net of investments – 2024

€ Mn % € Mn % € Mn %

Shopping Centres 72 0.2% 288 0.9% 282 1.1%

Offices & Others (124) (8.0%) (119) (7.7%) (118) (7.7%)

Convention & Exhibition (30) (1.2%) (30) (1.2%) (10) (0.8%)

Services (112) (10.5%) (112) (10.5%) (108) (10.2%)

Total URW (194) (0.5%) 28 0.1% 46 0.1%

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URW Like-for-like change – net of investments – 2024

– split rent/yield impact

Proportionate IFRS Group share

Rent impact % Yield impact % Rent impact % Yield impact % Rent impact % Yield impact %

Shopping Centres 1.4% (1.3%) 2.1% (1.2%) 2.2% (1.1%)

Offices & Others (6.5%) (1.5%) (6.3%) (1.4%) (6.3%) (1.4%)

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2024

Dec. 31, 2023

Shopping Centres

(a)

5.4% 5.3% 5.3% 5.3% 5.3% 5.3%

Offices & Others – occupied space

(b)

6.8% 5.9% 6.7% 5.9% 6.7% 5.9%

Figures may not add up due to rounding.

(a) Shopping centres under development and shopping centres not controlled by URW are not included in the calculation. Shopping centres held by companies accounted for

using the equity method are not included in the calculation of IFRS and Group share but are included in the proportionate for the ones under joint control.

(b) Offices under development and offices not controlled by URW are not included in the calculation. Offices held by companies accounted for using the equity method are not

included in the calculation of IFRS and Group share but are included in the proportionate for those in joint control.

Bridge between Proportionate and IFRS as at Dec. 31, 2024 (€ Mn)

Asset portfolio valuation

(including transfer taxes)

Total URW on a proportionate basis 49,711

(-) Assets joint-controlled on a proportionate basis (7,422)

(+) Share investments in assets joint-controlled 5,780

Total URW under IFRS

48,069

Figures may not add up due to rounding.

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Additional Valuation parameters – IFRS 13

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

(1)

on IFRS 13 established by EPRA.

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, DR 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

All shopping centres are valued using the discounted cash flow and / or yield methodologies using compound annual growth rates as determined by

the appraisers.

Shopping Centres – Dec. 31, 2024

Net Initial Yield

Rent in € per

sqm

(a)

Discount Rate

(b)

Exit

Capitalisation

Rate

(c)

CAGR of NRI

(d)

France

Max. 7.7% 1,004 10.5% 8.5% 19.3%

Min. 4.3% 158 6.7% 4.8% 3.9%

Weighted average 4.9% 645 6.9% 5.0% 5.2%

Spain

Max. 6.8% 618 9.5% 6.5% 3.4%

Min. 5.3% 341 7.9% 5.4% 2.6%

Weighted average 5.8% 454 8.3% 5.8% 3.1%

Central Europe

Max. 8.9% 752 10.0% 9.6% 2.6%

Min. 5.8% 159 7.4% 5.6% 0.8%

Weighted average 6.1% 486 7.9% 5.9% 2.0%

Austria

Max. 5.7% 439 7.1% 5.1% 2.9%

Min. 5.4% 341 7.0% 5.1% 2.8%

Weighted average 5.5% 387 7.1% 5.1% 2.8%

Germany

Max. 8.7% 355 10.6% 8.5% 6.1%

Min. 4.7% 169 6.6% 5.0% 1.5%

Weighted average 5.8% 279 7.4% 5.6% 3.5%

Nordics

Max. 6.0% 456 8.0% 6.0% 5.5%

Min. 4.6% 273 6.9% 5.0% 3.1%

Weighted average 4.9% 377 7.2% 5.3% 3.8%

The Netherlands

Max. 9.1% 405 8.5% 7.3% 4.3%

Min. 5.0% 293 6.5% 5.0% 2.6%

Weighted average 5.6% 374 6.8% 5.4% 3.6%

Max. 6.6% 695 10.6% 9.8% 9.4%

Min. 3.8% 46 7.4% 6.5% 1.8%

Weighted average 6.3% 341 7.7% 6.7% 2.5%

Max. 12.5% 1,722 13.0% 12.0% 8.8%

Min. 3.9% 362 7.0% 5.0% 2.2%

Weighted average 5.2% 803 7.5% 5.7% 4.5%

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

under development or not controlled by URW, the Westfield trademark and the airport activities are not included in this table.

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

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

(d) CAGR of NRI determined by the appraiser (duration of the DCF model used either 6 or 10 years).

(1) EPRA Position Paper on IFRS 13 – Fair value measurement and illustrative disclosures, February 2013.

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

Shopping Centres – Dec. 31, 2024

Net Initial Yield

Rent

in € per

sqm

(a)

Discount Rate

(b)

Exit

Capitalisation

Rate

(c)

CAGR of NRI

(d)

US Flagships incl. CBD asset

Max. 7.5% 1,722 8.0% 7.5% 8.8%

Min. 3.9% 385 7.0% 5.0% 2.2%

Weighted average 5.0% 872 7.3% 5.5% 4.5%

US Regionals

Max. 12.5% 590 13.0% 12.0% 5.2%

Min. 6.8% 362 10.0% 8.0% 3.0%

Weighted average 9.3% 450 11.1% 9.5% 3.7%

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

under development or not controlled by URW, the Westfield trademark and the airport activities are not included in this table.

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

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

(d) CAGR of NRI determined by the appraiser (10 years).

The Exit Capitalisation Rate

(1)

used by appraisers in December 2024 valuations increased by c. +10 bps on average compared to the ones in December

2023 valuations, including:

• In Continental Europe from 5.3% to 5.4%;

• In the US from 5.4% to 5.7% (from 5.3% to 5.5% for the US Flagships and from 8.7% to 9.5% for the US Regionals); and

• Partly compensated by the UK from 6.9% to 6.7%.

The Discount Rate

(1)

used by appraisers in December 2024 valuations remained stable on average compared to the ones in December 2023

valuations, including:

• Increase in the US from 7.3% to 7.5% (from 7.2% to 7.3% for the US Flagships and from 10.3% to 11.1% for the US Regionals);

• Stable in Continental Europe at 7.3%; and

• Decrease in the UK from 8.0% to 7.7%.

Appraisers assumed in their valuations a 10-year NRI CAGR of 3.8% from 2024 (in line with NRI growth assumptions of December 31, 2023

valuations), supported by the strong operating performance seen in 2024. It includes a CAGR of indexation of 2.1% in Continental Europe and a fixed

escalation of MGR and CAM of 3.0% in the US.

Shopping Centres

CAGR of NRI

determined by the

appraisers in the

DCF

CAGR of NRI – Starting from

Dec. 31, 2023

Valuations as at

Dec. 31, 2024

Valuations as at

Dec. 31, 2024

Valuations as at

Dec. 31, 2023

France 5.2% 4.8% 5.2%

Spain 3.1% 3.4% 3.3%

Central Europe 2.0% 2.5% 2.0%

Austria 2.8% 3.2% 3.7%

Germany 3.5% 3.1% 3.3%

Nordics 3.8% 3.4% 3.6%

The Netherlands 3.6% 3.1% 2.9%

Continental Europe 3.8% 3.7% 3.8%

UK 2.5% 3.2% 2.6%

Europe 3.6% 3.6% 3.7%

US Flagships incl. CBD asset 4.5% 4.9% 5.0%

US Regionals 3.7% 4.3% 2.9%

Average URW 3.8% 3.9% 3.9%

The NRI of the exit year used by appraisers in December 2024 valuations increased in Continental Europe (+3.2%) and in the UK (+2.3%) and was

overall stable in the US for Flagships assets excluding CBD asset (-0.5% for total US portfolio) compared to those reflected in December 2023

valuations.

(1) Restated from 2024 disposals.

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4.1.4.2 EPRA Net Asset Value metrics

calculation

The EPRA measures

(1)

are calculated by adjusting the equity

attributable to the holders of the Stapled Shares, as shown in the

Consolidated statement of financial position (under IFRS), for the items

as described below. These apply differently to each metric.

Equity attributable to the holders of the Stapled

As at December 31, 2024, the Equity attributable to the holders of the

Stapled Shares (which excludes both the Hybrid securities and the

External non-controlling interests) came to €15,850Mn.

The Equity attributable to the holders of the Stapled Shares

incorporated the net recurring profit in the period of €1,472Mn and the

net negative impact in the period of -€1,326 Mn as a result of negative

valuation movements.

Fully diluted number of shares

Dilution from securities giving access to share capital as at December

31, 2024, was computed for those instruments which were “in the

money” and having fulfilled the performance conditions.

In accordance with IFRS, financial instruments were recorded on URW’s

statement of financial position at their fair value with the impact of the

change in fair value included in the income statement and thus in the

equity attributable to the holders of the Stapled Shares.

The exercise of “in the money” stock options and performance shares

with the performance conditions fulfilled as at December 31, 2024, as

well as the retention shares would have led to a rise in the number of

shares by +3,509,803. The dilution of the exercise of “in the money”

stock options generate an increase of +€134 Mn on the equity

attributable to the holders of the Stapled Shares.

As at December 31, 2024, the fully diluted number of shares taken into

account for the EPRA measures calculations was 146,139,350.

Revaluation to fair value of investment properties,

development properties held for investment and

other non-current investments

No adjustment was made for the purpose of the EPRA NRV, EPRA NTA

and EPRA NDV calculation.

Deferred tax in relation to fair value movements in

investment property

In the Group’s IFRS consolidated accounts, deferred tax on property

assets was calculated in accordance with accounting standards as at

December 31, 2024.

As a result, and consistent with the EPRA methodology, for the purpose

of the EPRA NRV calculation, deferred taxes (€1,958Mn) were added

back for the calculation of EPRA NRV, and for the calculation of the

EPRA NTA. For the EPRA NTA calculation, -€979 Mn of effective

deferred taxes were then deducted. The EPRA NDV was not adjusted.

Fair value of financial instruments

The fair value adjustment of financial instruments recorded in the IFRS

consolidated statement of financial position was added back by URW for

the EPRA NRV and EPRA NTA calculation for a total amount of

€374Mn (excluding exchange rate hedging) and remained at the IFRS

value for the EPRA NDV.

Fair value movements of foreign currency hedging instruments (fair

value hedges or net investment hedges) recorded in the balance sheet

and associated with foreign exchange retranslation remains in all 3 NAV

metrics (NRV, NTA and NDV) to offset the movement in the underlying

investment being hedged.

Goodwill as a result of deferred taxes

Goodwill booked on the balance sheet as a result of deferred taxes of

-€175Mn as at December 31, 2024, was excluded from the EPRA NRV,

EPRA NTA and EPRA NDV.

Other Goodwill as per the IFRS Balance Sheet

Goodwill booked on the balance sheet (which is mainly related to the

Westfield acquisition) of -€631Mn was deducted from the EPRA NTA

and EPRA NDV (net of the Goodwill resulting from deferred taxes

already deducted).

Intangibles as per the IFRS Balance Sheet

Intangible assets of -€792Mn have been deducted from the EPRA NTA.

Fair value of fixed interest rate debt

The value of the fixed rate debt on the balance sheet of the Group is

equal to the nominal value of the UR debt and the fair value of the

Westfield debt at the accounting combination date (May 31, 2018).

Taking fixed rate debt at its fair value would have a positive impact of

+€1,910 Mn as at December 31, 2024. This impact was taken into

account in the EPRA NDV calculation.

Revaluation of intangibles to fair value

When the fair value of an intangible asset can reliably be determined

and is not already included within goodwill or otherwise recorded on the

balance sheet, it is added to the EPRA NRV. The basis of valuation is

disclosed. URW uses an external valuer at least annually to determine

the valuation of such intangible assets and discloses the name of the

firms undertaking the valuations. Care is taken that no double counting

takes place with the Goodwill on the balance sheet.

The appraisal of property services companies in France, the US, the UK

and Germany, the airport activities (excluding LAX and Chicago), the

Westfield trademark and of the operations (fonds de commerce) of

Viparis Porte de Versailles, Paris Nord Villepinte, Palais des Congrès de

Paris and Palais des Congrès d’Issy-les-Moulineaux, meet the criteria of

this adjustment and have been so valued. This gave rise to an unrealised

capital gain of +€1,024 Mn, which was added only for the purpose of the

EPRA NRV calculation.

(1) Refer to the EPRA website for more detail: EPRA BPR Guidelines 241019.

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Real estate transfer tax

As at December 31, 2024, the transfer taxes and costs deducted from

asset values in the statement of financial position (in accordance with

IFRS) amounted to €1,855Mn. This amount is taken into account in the

EPRA NDV. For the purpose of the EPRA NRV calculation, this amount

was added back.

For the purpose of the EPRA NTA calculation, the Group used the

optimised net property value. Transfer taxes and transaction costs are

estimated after taking into account the likely disposal scenario: sale of

the asset or of the company that owns it. As at December 31, 2024,

these estimated transfer taxes and other transaction costs compared to

transfer taxes and costs already deducted from asset values on the

statement of financial position (in accordance with IFRS) came to a

positive net adjustment of +€485 Mn.

URW’s EPRA NRV

URW’s EPRA NRV stood at €21,020Mn or €143.80 per share (fully

diluted) as at December 31, 2024. The EPRA NRV per share decreased

by -€2.90 (or -2.0%) compared to December 31, 2023.

The decrease of -€2.90 compared to December 31, 2023 was the sum

of: (i) -€1.78 per share of changes due to NAV adjustments, including

mainly the impacts of fair value of financial instruments adjustment, of

change in the number of fully diluted Stapled shares (includes the

impact of the issuance of URW shares against the acquisition from CPP

Investments of a 38.9% stake in URW Germany), and of intangible

assets offset by the impact of potential issuance of stock options and

number of shares, of deferred taxes on Balance sheet and of real estate

transfer tax; and (ii) -€1.12 per share of changes in Equity attributable to

the holders of the Stapled Shares including mainly the Revaluation of

Investment Properties and the distribution (-€2.50), offset by the

Recurring Net Result.

URW’s EPRA NTA

URW’s EPRA NTA stood at €16,225Mn or €111.00 per share (fully

diluted) as at December 31, 2024. The EPRA NTA per share decreased

by -€1.30 (or -1.2%) compared to December 31, 2023.

The decrease of -€1.30 compared to December 31, 2023 was the sum

of: (i) -€1.12 per share of changes in Equity attributable to the holders of

the Stapled Shares including mainly the Revaluation of Investment

Properties and the distribution (-€2.50) offset by the Recurring Net

Result; and (ii) -€0.18 per share of changes due to NAV adjustments,

including the impact of fair value of financial instruments adjustment

offset by the impacts of potential issuance of stock options and number

of shares, of deferred taxes on Balance sheet, of impairment or changes

in goodwill as per the IFRS balance sheet and of real estate transfer tax.

URW’s EPRA NDV

URW’s EPRA NDV stood at €17,088 Mn or €116.90 per share (fully

diluted) as at December 31, 2024. The EPRA NDV per share decreased

by -€5.00 (or -4.1%) compared to December 31, 2023.

The decrease of -€5.00 compared to December 31, 2023 was the sum

of: (i) -€3.88 per share of changes due to NAV adjustments

corresponding to the impact of fair value adjustment of fixed interest

rate debt and of change in the number of fully diluted Stapled Shares

(including the impact of the issuance of URW shares against the

acquisition from CPP Investments of a 38.9% stake in URW Germany)

offset by the impact of potential issuance of stock options and number

of shares; and (ii) -€1.12 per share of changes in Equity attributable to

the holders of the Stapled Shares including mainly the Revaluation of

Investment Properties and the distribution (-€2.50), offset by the

Recurring Net Result.

See details in table “Evolution of EPRA NRV, EPRA NTA and EPRA NDV

– per share (fully diluted)” in Section 4.1.4.3.

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4.1.4.3 EPRA Net Asset Value metrics table

(€ Mn)

Dec. 31, 2024

EPRA NRV EPRA NTA EPRA NDV

Equity attributable to the holders of the Stapled Shares (IFRS) 15,850 15,850 15,850

Include/Exclude*:

i) Hybrid instruments/Effect of exercise of Stock Options 134 134 134

Diluted NAV 15,984 15,984 15,984

Include*:

ii.a) Revaluation of IP (if IAS 40 cost option is used) 0 0 0

ii.b) Revaluation of IPUC

(a)

(if IAS 40 cost option is used) 0 0 0

ii.c) Revaluation of other non-current investments

(b)

0 0 0

iii) Revaluation of tenant leases held as finance leases

(c)

0 0 0

iv) Revaluation of trading properties

(d)

0 0 0

Diluted NAV at Fair Value 15,984 15,984 15,984

Exclude*:

v) Deferred tax in relation to fair value gains of IP

(e)

detailed below:

v.a) Reversal of deferred taxes on balance sheet 1,958 1,958 –

v.b) Effective deferred taxes on capital gains – (979) –

vi) Fair value of financial instruments 374 374 –

vii) Goodwill as a result of deferred tax (175) (175) (175)

viii.a) Goodwill as per the IFRS balance sheet (net of vii)) – (631) (631)

viii.b) Intangibles as per the IFRS balance sheet – (792) –

Include*:

ix) Fair value of fixed interest rate debt – – 1,910

x) Revaluation of intangibles to fair value 1,024 – –

xi) Real estate transfer tax

(f)

1,855 485 –

NAV 21,020 16,225 17,088

Fully diluted number of shares 146,139,350 146,139,350 146,139,350

NAV per share

€143.80 €111.00 €116.90

Figures may not add up due to rounding.

(a) Difference between development property held on the balance sheet at cost and the fair value of that development property.

(b) Revaluation of intangibles are presented under adjustment (x). Revaluation of Intangibles to fair value is not under this line item.

(c) Difference between finance lease receivables held on the balance sheet at amortised cost and the fair value of those finance lease receivables.

(d) Difference between trading properties held on the balance sheet at cost (IAS 2) and the fair value of those trading properties.

(e) Deferred tax adjustment for NTA calculated in line with the EPRA guidelines.

(f) Real estate transfer taxes were adjusted in accordance with the EPRA guidelines.

* “Include” indicates that an asset (whether on or off balance sheet) should be added to the shareholders’ equity, whereas a liability should be deducted.

* “Exclude” indicates that an asset (part of the balance sheet) is reversed, whereas a liability (part of the balance sheet) is added back.

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(€ Mn)

Dec. 31, 2023

EPRA NRV EPRA NTA EPRA NDV

Equity attributable to the holders of the Stapled Shares (IFRS) 15,386 15,386 15,386

Include/Exclude*:

i) Hybrid instruments/Effect of exercise of stock options 26 26 26

Diluted NAV 15,412 15,412 15,412

Include*:

ii.a) Revaluation of IP (if IAS 40 cost option is used) 0 0 0

ii.b) Revaluation of IPUC

(a)

(if IAS 40 cost option is used) 0 0 0

ii.c) Revaluation of other non-current investments

(b)

0 0 0

iii) Revaluation of tenant leases held as finance leases

(c)

0 0 0

iv) Revaluation of trading properties

(d)

0 0 0

Diluted NAV at Fair Value 15,412 15,412 15,412

Exclude*:

v) Deferred tax in relation to fair value gains of IP

(e)

detailed below:

v.a) Reversal of deferred taxes on balance sheet 1,851 1,851 –

v.b) Effective deferred taxes on capital gains – (925) –

vi) Fair value of financial instruments 614 614 –

vii) Goodwill as a result of deferred tax (175) (175) (175)

viii.a) Goodwill as per the IFRS balance sheet (net of vii)) – (670) (670)

viii.b) Intangibles as per the IFRS balance sheet – (783) –

Include*:

ix) Fair value of fixed interest rate debt – – 2,549

x) Revaluation of intangibles to fair value 1,097 – –

xi) Real estate transfer tax

(f)

1,795 450 –

NAV 20,594 15,773 17,116

Fully diluted number of shares 140,408,752 140,408,752 140,408,752

NAV per share

€146.70 €112.30 €121.90