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UniversalRegistrationDocument
Unibail-Rodamco-WestfieldSE
Universal Registration Document
25
The Universal Registration Document has been filed on March 25, 2026, 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.
Contents
CHAPTER 1 4
Presentation of the Group
1.1 Key facts 6
1.2 History 7
1.3 Strategy and business model 10
1.4 Business overview 14
1.5 Portfolio 17
1.6 Overview of valuation reports prepared by URW SE’s
independent external appraisers for the European assets 24
1.7 Overview of valuation reports prepared by URW SE’s
independent external appraisers for the US assets 27
1.8 Structure 30
1.9 Simplified Group organisational chart structure 31
CHAPTER 2 32
Corporate Governance and Remuneration
2.1 Governance principles – Afep-Medef Code 33
2.2 Management and supervisory bodies 33
2.3 Management and Supervisory Boards’ remuneration 70
2.4 Ethics and compliance within the URW Group 105
2.5 Report of the Supervisory Board on corporate governance 109
CHAPTER 3 110
Sustainability
3.1 Better Places roadmap 111
3.2 Sustainability Statement 122
3.3 Green financing of the Group activities 266
3.4 Appendices 271
CHAPTER 4 280
Activity review
4.1 Management discussion & analysis 281
4.2 Other information 313
CHAPTER 5 316
Financial statements as at December 31, 2025
5.1 Consolidated financial statements 317
5.2 Notes to the consolidated Financial Statements 323
5.3 Statutory financial statements as at December 31, 2025 400
5.4 Notes to the statutory financial statements 404
5.5 Statutory auditors’ report on the consolidated
financial statements 438
5.6 Statutory auditors’ report on the financial statements 444
5.7 Statutory auditors’ special report on regulated agreements 449
5.8 Other information 451
CHAPTER 6 454
Risk factors and internal control
6.1 Risk management framework 455
6.2 Main risk factors 459
6.3 Transferring risk to insurers 472
CHAPTER 7 474
Information on the Company, shareholding
and the share capital
7.1 Information on the Company 475
7.2 Share capital and other securities granting access to the
share capital 475
7.3 Share buy-back programme 477
7.4 Information on the shareholding 478
7.5 Financial authorisations 481
7.6 Articles of Association of the Company and Charters 483
7.7 Investment by the Company outside the
UnibailRodamcoWestfield Group
487
7.8 Elements likely to have an impact in the event
of a takeover bid 487
CHAPTER 8 488
Additional information
8.1 Statement of the persons responsible for the Universal
Registration Document 489
8.2 Statutory Auditors 490
8.3 Historical information on financial years 2023 and 2024 490
8.4 Documents available to the public 490
8.5 Glossary 491
8.6 Cross-reference tables 493
Universal Registration Document 2025 | UNIBAIL-RODAMCO-WESTFIELD
CHAPTER1
PRESENTATION
OF THE GROUP
Message from the CEO 5
1.1 Key facts 6
1.2 History 7
1.3 Strategy and business model 10
1.4 Business overview 14
1.5 Portfolio 17
1.5.1 Southern Europe: Shopping Centres 17
1.5.2 Central Europe: Shopping Centres 19
1.5.3 Northern Europe: Shopping Centres 20
1.5.4 United States: Shopping Centres 21
1.5.5 France: Offices & Other 22
1.5.6 Other countries: Offices & Other 22
1.5.7 France: Convention & Exhibition 23
1.6 Overview of valuation reports prepared by
URW SE’s independent external appraisers
for the European assets
24
1.7 Overview of valuation reports prepared by
URW SE’s independent external appraisers
for the US assets
27
1.8 Structure 30
1.9 Simplified Group organisational chart structure 31
5
Universal Registration Document 2025 | UNIBAIL-RODAMCO-WESTFIELD
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Continued strong performance
and strategic progress in 2025
URW delivered strong results in 2025 as tenant sales and footfall
increased by 3.9% and 1.9% respectively, vacancy reached a record low
since 2017, and our Group made strategic progress in several keyareas.
We completed or secured €2.2 Bn of disposals and have met the target
we set in our ‘A Platform for Growth’ 2025-28 business plan. Along with
higher portfolio valuations, this supported the Group’s continued
deleveraging with a -355 bps improvement in proforma LTV. As well as
simplifying and streamlining our activities, this progress also unlocks
future capital-light growth opportunities and exciting new chapter of
disciplined capital recycling.
In May, we launched a new franchising business to expand the Westfield
brand internationally and signed a long-term agreement with Cenomi
Centers in the Kingdom of Saudi Arabia, confirming the strength of our
brand and our unrivalled retail expertise. In December, Westfield
Dammam became the first Cenomi asset to be rebranded, reinforcing
its position as a leading retail and leisure destination in KSA.
We also acquired a 25% stake in St James Quarter, the number one
retail destination in Edinburgh, that will be rebranded Westfield and
managed by URW.
As part of our commitment to generate shareholder distributions of at
least €3.1 Bn for years 2025-28, we will propose a distribution for 2025
of €4.50 per share, up from €3.50 for 2024 (+30%).
Clear priorities and a culture of performance
As part of our ‘A Platform for Growth’ business plan, we have clear
priorities for 2026.
Having restored commercial tension across our portfolio, we have an
opportunity to build on Westfield’s unmatched position as a profitable
growth platform for flagship retail to further increase occupancy and
continue capturing market share.
We aim at unlocking the full potential of our proprietary data and
technology capabilities. We are already harnessing the power of
Artificial Intelligence to analyse customer visits and traffic patterns in
real time at 21 Westfield centres in Europe. New KPIs and proprietary
datasets are enhancing our understanding of customer journeys and
supporting deeper, performance oriented conversations with tenants.
We will also continue to simplify our organisation, improve our ways of
working and foster an agile, performance-driven culture, while staying
true to our ‘Better Places’ sustainability roadmap. Our fully-costed and
SBTi-approved plan to achieve net-zero for Scopes 1 & 2 by 2030 is one
of the reasons why URW is a leader in the real estate industry and one of
the 100 most sustainable companies in the world.
Passion and purpose
I am excited to lead this incredible business and work alongside our
passionate and talented teams to achieve our targets and unlock the
full potential of URW’s ecosystem of performance. Guided by our
purpose to Reinvent Being Together, we will focus on driving growth
and creating long-term prosperity for URW and its employees, our
partners, and the communities in which we operate.
I want to thank all of our stakeholders for their continued confidence
inURW.
Sincerely,
Vincent Rouget
Chief Executive Officer
WE ARE A
PLATFORM
FOR GROWTH
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Presentation of the Group
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Universal Registration Document 2025 | 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.
3 11 66 ~900 Mn
Main activities
Shopping Centres
Convention & Exhibition
Offices & Others
Countries Shopping Centres Visits
1,992 €48.9 Bn €143.8 €1.2 Bn
Employees Gross Market Value
(€24.6 Mn / FTE)
EPRA Net Reinstatement
Value per share
Committed
development pipeline
€2,247 Mn €2,284 Mn €9.58 9.1x
Net Rental Income EBITDA
(1)
(€1.1 Mn / FTE)
AREPS
(2)
Net debt/EBITDA
incl. hybrid
1.1 Key facts
Presentation of the Group
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Universal Registration Document 2025 | 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, 1 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), in
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.
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Universal Registration Document 2025 | 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.
2016
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
12properties 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.
1.2 History
Presentation of the Group
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Universal Registration Document 2025 | 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 the COVID-19 pandemic.
2022
Continued deleveraging with €2.8 Bn of European and US disposals. Delivery
of 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 cash payment of €2.50 per share for fiscal year 2023. Jacques Richier
appointed as Chairman of the Supervisory Board, succeeding Léon Bressler.
2024
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. Cash distribution of €3.50 per share
for fiscal year 2024.
2025
‘A Platform for Growth’ 2025-28 business plan presented in May 2025
to deliver further growth, sustainable value creation based on a
disciplined capital allocation and compelling shareholder returns.
Strong retail operating performance and lowest vacancy since 2017.
€2.2 Bn disposal plan achieved as at 2025 results publication on
February 12, 2026. +1.7% portfolio revaluation, the first positive
revaluation since 2018. Successful deliveries including retail opening of
Westfield Hamburg-Überseequartier and extension and rebranding of
Westfield Černý Most. Launch of capital-light growth initiatives through
first franchising contract in the Kingdom of Saudi Arabia and acquisition
of a 25% stake in St James Quarter. Proposed distribution of
€4.50/share for fiscal year 2025 subject to the approval by the Annual
General Meeting of URW SE, held on May 6, 2026.
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Universal Registration Document 2025 | UNIBAIL-RODAMCO-WESTFIELD
1.3 Strategy and business model
Introduction
Guided by its purpose ‘Reinvent Being Together’, Unibail-Rodamco-
powerful network attracts over 900 million customer visits annually,
supports the growth of major retailers and makes a significant social
and economic contribution to local communities.
As at December 31, 2025, this network included 66 owned shopping
centres in the US and Europe that represented around 88% of the
Group’s €49 Bn asset portfolio – with 41 centres operating under the
iconic Westfield brand. URW also has partners who operate Westfield-
branded retail destinations in fast-growing new markets, through a new
franchising business launched in 2025.
Additionally, the Group owns and develops office buildings and owns and
operates Convention & Exhibition (“C&E”) venues in the Paris region.
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.
Business strategy
Westfield is the Flagship retail brand of the Group, which owns and
operates an irreplaceable portfolio of retail-anchored urban
infrastructure assets located in the best cities and catchment areas.
This network of dominant flagship destinations provides a unique
ecosystem of performance integrating curated content and
experiences, unrivalled operational expertise, and data-driven
innovation. Together, these elements advance the Group’s purpose of
creating sustainable places that “Reinvent Being Together”.
The combination of URW’s highquality portfolio, ecosystem of
performance and the strength of the Westfield brand forms a powerful
and enduring competitive advantage. It supports sustainable, longterm
growth for retailers and brands, creates value for the Group’s
investment partners, and contributes materially to the economic and
social vitality of the communities in which URW operates.
Through its ‘A Platform for Growth’ 2025-28 business plan, URW is
generating organic growth, leveraging the power of the Westfield brand,
and unlocking capital-light growth opportunities to generate
compelling shareholder returns.
This focus is supported by the Group’s ‘Better Places’ sustainability
roadmap, which is a key strategic driver for the Group and has
established URW as both a leader in the real estate industry and one of
the 100 most sustainable companies in the world.
2025-28 business plan:
‘A Platform for Growth’
URW presented its ‘A Platform for Growth’ 2025-28 business plan at an
Investor Day in May 2025.
Organic growth will come from higher footfall and sales intensity,
continued gains in both market share and occupancy, as well as
increasing net revenues at Westfield Rise, the Group’s in-house retail
media agency. Growth will also result from increasing planned
revenues from the new franchising business, capital recycling
contribution and increase and seasonality patterns of the C&E business,
all of this offsetting the increase in cost of debt.
This growth is supported by key retail trends, including the appeal of
Westfield destinations to next-generation consumers, the central role
of flagship stores to retailers, and the non-replicability of high-quality
retail space in dense and affluent urban areas.
Existing project deliveries – including extension and densification
projects in the US and Europe – will also support the Group’s growth.
In2025, major deliveries included the retail component of Westfield
Hamburg Überseequartier – which has already attracted more than
10Mn customer visits since opening in April – and the extension and
rebranding of Westfield Černý Most.
The Group’s well-invested portfolio and streamlined development
pipeline significantly limits capex requirements in the coming years and
as part of the Group’s disciplined capital allocation framework, net
capex will be limited to €600 Mn a year from 2026
(1)
onwards.
Additional capital requirements – including potential development and
densification projects that give URW significant optionality – will be
funded through capital recycling from the disposal of non-core assets
including land and rental properties.
As part of its focus on capital-light growth and leveraging the iconic
Westfield brand, the Group launched a new franchising business in 2025
and signed a first-of-its-kind agreement with Cenomi Centers in the
Kingdom of Saudi Arabia on selected assets. Westfield Dammam – a
58,000 sqm retail and leisure destination located in the country’s third-
largest city – has become the first Cenomi asset to be rebranded
Westfield.
The Group also acquired a 25% stake in St James Quarter in Edinburgh,
which will be rebranded Westfield and managed by URW. This
investment expands the Westfield ecosystem of performance and
reinforces the Group’s position as a profitable growth platform for
flagship retail.
In 2025, URW made significant progress towards ‘A Platform for
Growth’ deleveraging targets, thanks to a healthy increase in portfolio
valuations and €2.2 Bn of completed or secured disposals. Proforma
IFRS LTV including hybrid
(2)
improved by -355 basis points to 42%, the
lowest level since 2019, while IFRS Net Debt/EBITDA including hybrid
fell from 9.5x to 9.1x. The Group targets in 2028 an IFRS Net Debt/
EBITDA ratio including hybrid of c. 8.0x and an IFRS LTV including hybrid
of c. 40%.
(1) €700 Mn for fiscal year 2026 due to €100 Mn underspend in 2025.
(2) Reduction of the IFRS LTV including hybrid in 2025 vs. 2024, proforma for the receipt of the proceeds from c. €0.5 Bn secured disposals (out of which €0.1 Bn completed as at
February 12, 2026).
1.3 Strategy and business model
Presentation of the Group
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Universal Registration Document 2025 | UNIBAIL-RODAMCO-WESTFIELD
Under its newcapital allocation framework,URW will control capex,
improve its debt ratios anddeliver strong shareholder returns, with a
commitment to generate cumulative shareholder distributions of at
least €3.1 Bn for fiscal years 2025-2028.
2026 priorities
The Group has 3 key priorities for the coming year:
• Retail leasing: The Group sees a clear opportunity to further
enhance retail tension and capture market share in 2026, building on
Westfield’s unmatched position as a profitable growth platform for
flagship retail.
• Innovation: The Group will continue to focus on harnessing the
power of the Westfield brand, including through its franchising
agreement with Cenomi Centers. URW will also leverage its
proprietary data and AI capabilities to amplify its competitive
advantage, scale use cases, and turn them into a driver of shared
performance with retailers.
• Simplification: After establishing four geographical regions and two
verticals (Customer & Retail Operations and Asset Management),
URW has the right organisation to deliver its ‘A Platform for Growth’
business plan and targets. The next phase is to align the Group’s
culture with the new organisation to unleash the full potential of its
ecosystem of performance. The Group will focus on keeping costs
low while developing a culture of simplicity and agility for all teams,
at all levels, in all regions.
Environment, Social and Governance
(“ESG”)
Sustainability is at the heart and a key strategic driver 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 thriving communities, establishing URW as a preferred
partner to cities and unlocking value creation opportunities for
the Group.
In addition, URW has continued to be widely recognised by international
markets and independent agencies as a leader in sustainability within
the real estate sector and as one of the 100 most sustainable
companies in the world. 2025 accolades include:
• Ranked #1 most sustainable company worldwide in the real estate
sector by Corporate Knights and within the Top 100 companies globally;
• 5-star rating by GRESB, among the top 20 worldwide with a score of
94/100;
• Prime Status, first decile, ISS ESG rating;
• AAA rating by MSCI.
More information on the Group’s sustainability strategy – including
impacts, risks and opportunities – and its 2025 ‘Better Places’
achievements can be found in Chapter 3 and Chapter 6.
2025 Distribution
The Group will propose to the Annual General Meeting (“AGM”), to be
held on May 6, 2026, a cash distribution of €4.50 per share to be paid in
one instalment on May 19, 2026.
The distribution – increased c.30% versus the €3.50 paid for fiscal year
2024 – is part of the Group’s Investor Day commitment to distribute at
least €3.1 Bn to shareholders in respect of fiscal years 2025-28.
As URW SE reported negative statutory retained earnings at
December31,2025, no mandatory dividend applies under the SIIC
regime. The distribution will therefore be paid out of share premium, will
not reduce the outstanding SIIC obligation, and will qualify as an equity
repayment
(1)
for French tax purposes.
2026 guidance
Based on 2025 achievements and timing of disposals, the Group
expects its 2026 AREPS to be in a range of €9.15 to €9.30, supported by:
• Strong retail operating performance both in Europe (despite lower
indexation) and the US;
• The positive impact of 2025 and 2026 deliveries;
• C&E growth in even years;
• Continued focus on cost discipline; and
• Lower hybrid financing costs.
It also reflects:
• €1.6 Bn of disposals completed in 2025 and €0.5 Bn of disposals
secured for 2026 (as at February 12) (out of which €0.1 Bn already
completed);
• A negative FX impact with the strengthening of the Euro against the
USD and the GBP; and
• A slight increase in cost of debt.
For fiscal year 2026, the Group targets a distribution of €5.50 per share,
representing a c. 60% payout and a c. 22% increase from the €4.50 paid
for fiscal year 2025.
As in previous years, guidance assumes no major deterioration of the
macro-economic and geopolitical environment.
The conflict in the Middle East, ongoing since the end of February, has
created a period of instability and uncertainty whose consequences are
difficult to assess. As of the date on which the annual accounts were
prepared, no event likely to significantly affect the Group’s operations
has occurred.
Medium-term outlook
Beyond 2026, the Group expects its recurring result to be consistent
with the ‘A Platform for Growth’ AREPS targets, reflecting:
• Like-for-like NRI performance, including Westfield Rise growth;
• Increase in franchising revenues;
• Development projects ramp-up and capital recycling;
• C&E growth and seasonality;
• Partly offset by an increase in financial expenses and FX impact.
URW also confirms its commitment to increase shareholder
distributions with a target payout ratio of between 60 and 70% starting
in fiscal year 2027, consistent with its €3.1 Bn minimum total
distribution guidance for fiscal years 2025-28.
It also confirms its objective to reduce its IFRS LTV including hybrid to
40% and its IFRS Net debt / EBITDA
(2)
including hybrid to 8x by 2028.
(1) For the tax treatment please refer to relevant financial advisors.
(2) Based on current accounting standards.
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Resources Strategy
Anchored In ‘A Platform For Growth’ Business Plan
And ‘Better Places’ Sustainability Roadmap
Unlock full potential of URW’s ‘Ecosystem
of performance’
Drive organic growth from network of dominant
flagship retail destinations
• Increase footfall and sales intensity by providing premium
customer experience through curated content, exciting
events and experiences
• Strengthen retail tension, occupancy and market share
• Grow Westfield Rise net revenues from digital screens,
experiential activities and brand partnerships
• Use proprietary data and AI capabilities to amplify URW’s
competitive advantage
Harness the power of the iconic Westfield brand
• Capital-light growth opportunities (e.g. 25% stake
acqusition in St James Quarter in Edinburgh)
• Retail franchising business, with first contract secured
in the Kingdom of Saudi Arabia
Disciplined capital allocation strategy
• Limited net capex limited per year from 2026
(5)
onwards
• Committed development pipeline TIC of €1.2 Bn
(6)
• Optionality through controlled pipeline, including
development and densification opportunities
• €2.2 Bn of disposals completed or secured, opening
a new chapter of capital recycling
Sustainability as a key strategic driver
• #1 Sustainable real estate company worldwide
(7)
• Create and operate unique places that are catalysts
for a positive social and economic community impact
• Partner with cities on environmental transition and
urban regeneration
• Partner with stakeholders to accelerate the sustainable
evolution of retail
Dominant assets
• 66 shopping centres located in the best cities
and catchment areas (88% of GMV
(1)
) of which
47 Flagships (80% of GMV)
• Network of
10 leading large-scale Paris convention
and exhibition venues (6% of GMV)
• Prime office buildings, mainly in Paris and La Défense
(4% of GMV)
• Asset and property management services (2% of GMV)
Valuable intellectual property
• Iconic Westfield brand
• Westfield Rise, the in-house retail media agency
• Internal concept studio
• Proprietary data and AI capabilities
Strong balance sheet
• €48.9 Bn total GMV
(1)
• €11.4 Bn liquidity position with a 7.0 years average
debt maturity
(2)
• 42.0%
(3)
IFRS LTV incl. hybrid, -355 bps reduction
vs. 2024
•
€18.5 Bn net debt with a controlled average cost
of debt (2.1%
(4)
)
•
Investment grade credit profile: rated BBB+
(stable) by S&P and Baa2 (positive) by Moody’s
Talented employees
• 1,992 skilled employees
•
85% in Europe, 15% in the US
•
44% male, 56% female
PURPOSE
Creating Sustainable Places That Reinvent Being Together
(1) Gross Market Value. On a proportionate basis.
(2) Considering €2.7 Bn cash on hand and €8.7 Bn undrawn credit lines (subject to
covenants).
(3) Proforma for the receipt of the proceeds from secured disposals as at February 12, 2026.
(4) On an IFRS basis.
(5) €700 Mn for fiscal year 2026 due to €100 Mn underspend in 2025.
(6) At share. To be reduced to approximately €0.7 Bn in H1-2026.
(7) Source: World’s Most Sustainable Companies of 2025, TIME/Statista.
1.3 Strategy and business model
Presentation of the Group
1.
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Powerful
Platform
For Growth
Creating Value For All Stakeholders
For visitors
• Over 900 Mn customer visits annually
•
+1.9% footfall growth compared to
2024
For retailers
• +3.9% tenant sales growth compared
to 2024
•
20–25% earned media value
(1)
as a %
of total occupancy costs, reinforcing
brand awareness
For employees
• 43% of senior roles held by women
For investors
• 63% EBITDA margin
•
90% + cash conversion
•
+5.4% AREPS growth
(2)
in 2025
•
€3.1 Bn minimum distribution
guidance for fiscal years 2025-28 with
a distribution
(3)
of €4.50 per share
(4)
for fiscal year 2025
• IFRS Net Debt/EBITDA incl. hybrid
at
9.1x and IFRS LTV incl. hybrid at
42.0%, progressing towards 2028
targets of c. 8.0x and c. 40%.
For communities
• Over 26,000 individuals supported
in finding jobs or receiving training across
19 shopping centres in 7 countries
• Cultural partnership in 2025 with the
Louvre Museum across
6 French centres
(“Le Louvre au Centre”)
For assets & cities
• -39% reduction in energy intensity
(5)
• -84% reduction in carbon emissions
from Scopes 1 & 2
(5)
and -45% from
Scopes 1, 2 & 3
(5)
• Over 1,750 EV chargers installed,
supporting low carbon mobility
(1) Earned media value (EMV) = Passers-by per store (12/2025) x Cost per Mille (CPM)
(9 countries, 20 assets, c. 3,200 stores).
(2) AREPS growth when corrected for disposals and acquisitions, the Olympics effect
and the issuance of c. 3.3 Mn URW stapled shares in December 2024 as part of the
acquisition of an additional stake in URW Germany.
(3) Equity repayment, pursuant to article 112-1 of the French General Tax Code.
(4) Subject to approval by Annual General Meeting of Unibail-Rodamco-Westfield SE
to be held on May 6, 2026, to be paid on May 19, 2026.
(5) Absolute target, expressed independently of portfolio changes and relative
to the 2015 baseline.
Ecosystem of
performance
Content
curation,
Experience
& activation
Operational
expertise
Disciplined
capital
allocation
Innovation, data
insights, new
services
Unique network of
dominant flagship
retail destinations
Compelling
shareholder
returns
Sustainable
Growth
2345678CHAPTER 1
1.3 Strategy and business model
Presentation of the Group
1.
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1.4 Business overview
Business segments
Shopping Centres
As at December 31, 2025, URW owned 66 shopping centres, of which 41 centres operate under the iconic Westfield brand.
Total proportionate Net Rental Income (“NRI”) of the Shopping Centre portfolio in 2025 amounted to €2,081.0 Mn, an increase of +0.4%. This growth
resulted from positive like-for-like evolution and project deliveries, partly offset by disposals and negative FX impact due to strengthening of EUR
against USD and GBP.
Region
NRI (€ Mn)
2025
2024 %
Southern Europe 698.7 716.8 (2.5%)
Central Europe 519.3 513.0 1.2%
Northern Europe 348.2 336.2 3.6%
US 514.8 507.3 1.5%
Total NRI
2,081.0 2,073.3 0.4%
Figures may not add up due to rounding.
Offices & Others
URW develops and owns large, efficient office buildings in prime locations in Paris and La Défense. URW also owns office, hotel and residential assets
in Europe and the US.
In 2025, the proportionate NRI from Offices & Others amounted to €66.9 Mn, a -34.7% decrease compared to 2024, mainly due to the impact of
disposals, including Trinity tower and Pullman Paris-Montparnasse hotel in 2025 and Gaîté-Montparnasse office in 2024, as well as assets in pipeline
mainly the refurbishment of CNIT offices following SNCF departure offsetting the positive impact from the letting of Lightwell and the delivery of
Coppermaker Square.
Region
NRI (€ Mn)
2025
2024 %
France 47.5 80.9 (41.3%)
Other countries 19.4 21.6 (10.0%)
Total NRI
66.9 102.4 (34.7%)
Figures may not add up due to rounding.
Convention & 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 2025, Viparis venues welcomed 269 exhibitions and congresses (269 in 2024 and 267 in 2023), including 137 annual and 20 biennial shows. In
addition, 249 corporate events (263 in 2024 and 188 in 2023) were held at Viparis venues, further supporting the activity.
Viparis’ Net Operating Income (“NOI”) amounted to €159.6 Mn, -27.0% compared to 2024 (€218.6 Mn including a €53.7 Mn contribution from the
Olympics) and +21.2% compared to 2023 (€131.7Mn) due to strong activity recovery and lower energy costs. Excluding the impact of triennial shows,
the Olympics and scope changes, 2025 Viparis NOI was down -0.9% compared to 2024.
1.4 Business overview
Presentation of the Group
1.
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Portfolio breakdown
Net Rental Income and Recurring Net Result
Reported Adjusted Recurring Earnings Per Share (“AREPS”) amounted to €9.58. This corresponds to an underlying growth of +5.4% when corrected
for disposals and acquisitions, the Olympics effect and the issuance of 3.254 Mn URW stapled shares in December 2024 as part of the acquisition of
an additional stake in URW Germany.
(€ Mn)
2025
2024 Growth
Like-for-like
growth*
Shopping Centres 2,081.0 2,073.4 0.4% 3.8%
Offices & Others 66.9 102.4 (34.7%) (11.5%)
Convention & Exhibition 98.7 138.6 (28.8%) (6.2%)
(a)
Net Rental Income 2,246.6 2,314.4 (2.9%) 3.1%
(b)
Recurring Net Result (Group share)
1,451.9 1,472.5 (1.4%)
Figures may not add up due to rounding.
* “Like-for-like Net Rental Income”: Net Rental Income excluding acquisitions, divestments, transfers to and from pipeline (extensions, brownfields or redevelopment of an
asset when operations are stopped to enable works), all other factors resulting in any change to the square metres and currency exchange rate differences or any other
exceptional material impact in the periods analysed.
(a) Excluding triennial shows, impact of the Olympics and scope changes.
(b) Excluding airports, US Regionals and CBD asset and, for C&E, triennial shows, the impact of the Olympics and scope changes.
(€)
2025
2024 Growth
Recurring EPS 10.14 10.56 (3.9%)
Adjusted Recurring EPS 9.58 9.85 (2.7%)
Valuation split per activity
Asset portfolio valuation – Dec. 31, 2025
Proportionate
€ Mn %
Shopping Centres 43,220 88%
Offices & Others 2,030 4%
Convention & Exhibition 2,706 6%
Services 967 2%
Total 48,923 100%
Figures may not add up due to rounding.
Valuation split per activity and region
Valuation of Shopping Centre portfolio
Dec. 31, 2025
Dec. 31, 2024
€ Mn %
€ Mn %
Southern Europe 16,493 38% 16,242 37%
Central Europe 10,731 25% 10,034 23%
Northern Europe 7,059 16% 6,952 16%
US 8,936 21% 10,100 23%
Total
43,220 100% 43,329 100%
Figures may not add up due to rounding.
2345678CHAPTER 1
1.4 Business overview
Presentation of the Group
1.
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Universal Registration Document 2025 | UNIBAIL-RODAMCO-WESTFIELD
Valuation of Offices & Others portfolio
Dec. 31, 2025
Dec. 31, 2024
€ Mn %
€ Mn %
France 936 46% 1,642 59%
Other countries 1,094 54% 1,136 41%
Total
2,030 100% 2,778 100%
Figures may not add up due to rounding.
Development pipeline
As of December 31, 2025, URW's share of the Total Investment Cost ("TIC") for its Committed
(1)
development pipeline decreased by €1.7 Bn to
€1.2 Bn (vs. 2024).
The TIC at 100% for the current portfolio of Controlled
(2)
projects is approximately €1.0 Bn. This covers a variety of projects the Group may decide to
launch or not, depending on conditions, including (i) achieving minimum expected returns and (ii) respecting capital spending guidance announced
during the Investor Day in May 2025, including using third-party capital co-investments or proceeds from capital recycling (if required).
Please refer to section 4.1.2 for more details.
(1) See “Committed projects” definition in Glossary.
(2) See “Controlled projects” definition in Glossary.
1.4 Business overview
Presentation of the Group
1.
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Universal Registration Document 2025 | UNIBAIL-RODAMCO-WESTFIELD
1.5 Portfolio
1.5.1 Southern Europe: Shopping Centres
Portfolio as at December31, 2025
GLA of
the whole
complex
(sqm)
Parking
spaces
Catchment
area
(in million
of people)
Year of
acquisition
Construction (C)/
Refurbishment (R)
date
GLA of the
property
owning
companies
(sqm)
% URW’s
share
% of
consolidation
Total space
according to
consolidation
(sqm)
Consolidation
method
Westfield Les 4 Temps (La Défense)
Auchan, C&A, H&M, Apple, Zara, La Tête Dans Les Nuages,
Lego;
249 units and a cinemacomplex
140,300 4,161
(1)
9.1 1992
1995
1999
2011
2016
2019
2020
2021
(C) 1981
(R) 2006-2008
(R) 2021-2025
135,200 53% 100% 135,200 FC
Westfield Vélizy2 (Vélizy-Villacoublay)
Auchan, Printemps, FNAC, Apple;
191 units and a cinema complex
131,800 6,460 7.8 1994
2007
(R) 2005/07
(C) 2019
(C) 2025
93,400 100% 100% 93,400 FC
Westfield Parly2 (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
(C) 1969/87
(R) 2011
(R) 2015
(C) 2017
(C) 2019
104,400 50% 100% 104,400 FC
Westfield Carré Sénart (Lieusaint)
Carrefour, GaleriesLafayette, Apple, H&M, Fnac, Uniqlo,
LaTêtedans les Nuages;
235units, a cinema complex
117,200 6,118 3.3 2000 (C) 2002
(C) 2012
(R) 2017
(C) 2019
91,500 55% 100% 91,500 FC
Westfield Rosny2 (Rosny-sous-Bois)
Carrefour, GaleriesLafayette, Fnac, C&A, Apple;
171 units and a cinema complex
113,700 6,180 11.5 1994
2001
2010
2016
2018
1973
(R) 1997
(C) 2011
(R) 2016
32,200
30,600
20,200
26%
100%
50%
26%
100%
100%
8,400
30,600
20,200
FC & EM-JV
Aéroville (Tremblay-en-France)
Auchan, H&M, NewYorker, Furet du Nord, Pathé,
LaTêteDansLesNuages;
184 units and a cinema complex
85,200 4,700 5.3 n/a (C) 2013 85,200 46% n/a n/a EM-A
Westfield Forum des Halles (Paris1
st
)
Fnac, UGC, H&M, Zara, LEGO, Bershka, Monoprix,
Intersport, Nike, Aroma-Zone;
164 units and a cinema complex
77,500 879 13.2 1994
2010
2016
2023
(C) 1979/86
(R) 1996
(C) 2016
(R) 2023
77,500 50% 100% 77,500 FC
So Ouest (Levallois-Perret)
Leclerc, Boulanger, Intersport, H&M;
105 units and acinema complex
57,300 1,750
(1)
7.5 2010
2011
2012
2013
2015
(C) 2012 51,300 46% n/a n/a EM-A
Ulis2 (Les Ulis)
Carrefour, Action, Normal, Intersport, Sephora;
91 units and a cinema complex
53,700 2,526
(1)
2.5 1994 (C) 1973
(R) 1998
(R) 2024
(C) 2025
25,600 100% 100% 25,600 FC
Westfield CNIT (La Défense)
Fnac, Decathlon, Monoprix, Aroma-Zone, Normal;
83 units
38,400 880
(2)
9.1 1999 (C) 1958
(R) 2009
(C / R) 2024
38,400 100% 100% 38,400 FC
Les Ateliers Gaîté (Paris 14
th
)
Darty, Leclerc, Mr Bricolage, Smile World;
56 units
29,000 1,370
(3)
5.1 1998 1976
(R) 2000/01
(R) 2022
29,000 100% 100% 29,000 FC
L’Usine Mode et Maison (Vélizy-Villacoublay)
Action, Galeries Lafayette; Château D'Ax, McDonald's;
110 units
21,100 1,220 6.2 2005 1986
(R) 2011
21,100 100% 100% 21,100 FC
Carrousel du Louvre (Paris 1
st
)
Pop Mart, Legami, Ladurée, Swatch, Pandora, Comédie
Française, Fragonard;
43 units
13,500 669
(1)(4)
6.8 1999 (C) 1993
(R) 2009
(R) 2016
13,500 100% 100% 13,500 FC
Sub-total Shopping Centres in the Paris Region 688,800
Catchment area: determined according to CACI gravity model or less than 30minutes 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.
2345678CHAPTER 1
1.5 Portfolio
Presentation of the Group
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Universal Registration Document 2025 | UNIBAIL-RODAMCO-WESTFIELD
Portfolio as at December31, 2025
GLA of
the whole
complex
(sqm)
Parking
spaces
Catchment
area
(in million
of people)
Year of
acquisition
Construction (C)/
Refurbishment (R)
date
GLA of the
property
owning
companies
(sqm)
% URW’s
share
% of
consolidation
Total space
according to
consolidation
(sqm)
Consolidation
method
Westfield La Part-Dieu (Lyon)
Carrefour, Galeries Lafayette, Decathlon, Primark, Fnac;
308units and a cinema complex
161,800 3,090 3.7 2004
2017
(C) 1975
(R) 2001/02
(C) 2009/10
(R) 2011
(C / R) 2020
118,700 100% 100% 118,700 FC
La Toison d’Or (Dijon)
Primark, Carrefour, Zara, Boulanger, Cultura, Apple;
167 units
78,300 3,700 1.1 1994
2017
(C) 1990
(C) 2013
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)
3.6 1993 (C) 1994
(R) 2015
52,200 76% 100% 52,200 FC
Rennes Alma (Rennes)
Carrefour, Printemps, Zara, Conforama;
115 units
55,900 2,600 1.7 2005
2011
2012
(C) 1971
(R) 1990
(C) 2013
42,300 46% n/a n/a EM-A
Lyon Confluence (Lyon)
Carrefour, Joué Club, Zara, Apple;
92 units and a cinema complex
53,400 1,500 1.3 2005
2007
2020
(C) 2012 53,400 46% n/a n/a EM-A
Sub-total Shopping Centres in the French Provinces 170,900
Bel-Est (Bagnolet)
Auchan, Action, McDonald's, Marionnaud;
65units
48,900 2,000 n/a 2014 (C) 1992 500
5,000
100%
35%
100%
35%
500
1,800
FC
Aquaboulevard (Paris 15
th
)
Decathlon, water park, fitness centre, event area,
McDonald's;
3units and a cinema complex
39,100 948 n/a 2006
2008
2009
2022
(Gaumont
cinema)
(C) 1990 39,100 49% 49% 19,200 EM-JV
Maine Montparnasse (Paris 15
th
)
1 unit
35,500 1,900 n/a 2007 n.a 200 100% 100% 200 FC
Villabé (Villabé)
Carrefour;
60 units
35,400 2,900 n/a 2012
2013
2015
(C) 1992 3,500
5,800
100%
49%
100%
49%
3,500
2,800
FC
Sub-total Other Holdings in France 28,000
Total France 887,700
Westfield Parquesur (Madrid)
Krispy Kreme, Apple, Inditex, IKEA, Primark, Leroy Merlin,
MediaMarkt, Fnac;
190 units and a cinema complex
159,000 5,464 5.3 1994 (C) 1989
(R) 2005
(R) 2023
130,000 100% 100% 130,000 FC
Westfield La Maquinista (Barcelona)
Zara, MediaMarkt, Apple, Leroy Merlin, Lefties, JD Sports,
Yelmo;
202 units and a cinema complex
94,500 4,594 4.5 2008 (C) 2000
(C) 2010
(R) 2012
(R) 2021
(R) 2022
(R) 2023
79,700 51% 100% 79,700 FC
La Vaguada (Madrid)
Zara, IKEA, Nike, Fnac, JD Sports, Sfera;
131 URW units and a cinema complex
87,000 3,722 6.1 1995 (C) 1983
(R) 2003
(R) 2023
(R) 2024
40,200 100% 100% 40,200 FC
Westfield Glòries (Barcelona)
H&M, Zara, IKEA, Pull&Bear, Fnac, Uniqlo;
123 URW units and a cinema complex
70,100 2,264 4.0 1998 (C) 1995
(R) 2001
(R) 2014/15
(R) 2016
(R) 2017
42,000 100% 100% 42,000 FC & EM-JV
Garbera (San Sebastian)
MediaMarkt, Forum, H&M, Zara, Primark
112 units and a cinema complex
59,400 3,613 0.5 2002 (C) 1997
(R) 2002
(R) 2014
(R) 2021
(R) 2022
(R) 2023
44,900 100% 100% 44,900 FC
Splau (Barcelona)
Primark, MediaMarkt, Zara, Mercadona, Ilusiona;
145 units and a cinema complex
56,000 2,795 4.3 2011 (C) 2008
(R) 2012
55,800 100% 100% 55,800 FC
Total Spain 392,600
Total Southern Europe 1,280,300
Catchment area: determined according to CACI gravity model or less than 30minutes from the Shopping Centre.
(1) Car parks not owned by URW.
1.5 Portfolio
Presentation of the Group
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1.5.2 Central Europe: Shopping Centres
Portfolio as at December31, 2025
GLA of
the whole
complex
(sqm)
Parking
spaces
Catchment
area
(in million
of people)
Year of
acquisition
Construction (C)/
Refurbishment (R)
date
GLA of the
property
owning
companies
(sqm)
% URW’s
share
% of
consolidation
Total space
according to
consolidation
(sqm)
Consolidation
method
Westfield Černý Most (Prague)
Decathlon, Peek & Cloppenburg, H&M, M&S, Nespresso;
213units and a cinema complex (Cinestar)
117,500 2,913 1.4 2000 (C) 1997
(C) 2013
(C) 2025
95,000
22,500
69%
100%
100%
100%
95,000
22,500
FC
Westfield Chodov (Prague)
H&M, Peek & Cloppenburg, M&S, Zara, Victoria's Secret,
Rituals;
313 units and a cinema complex (Cinema City)
101,600 3,429 1.3 2005
2014
(C) 2005
(C+R) 2014
(C+R) 2017
101,600 100% 100% 101,600 FC
Metropole Zličín (Prague)
Peek & Cloppenburg, Primark, Rituals, Gant;
146units and a cinema complex (Cinema City)
54,200 1,700 1.3 2017 (C) 2002
(C) 2004
54,200 50% 50% 27,100 EM-JV
Total Czech Republic 246,200
Westfield Arkadia (Warsaw)
Uniqlo, Zara, Peek & Cloppenburg, H&M, COS,
&OtherStories, Lululemon,Victoria’s Secret, Douglas;
219units and a cinema complex (Cinema City)
117,700 3,758 1.9 2010 (C) 2004
(C) 2017
79,900 100% 100% 79,900 FC
Westfield Mokotów (Warsaw)
Carrefour, Peek & Cloppenburg, H&M group, Zara,
Euro/RTV AGD;
248units and a cinema complex (Cinema City)
68,600 2,226 1.6 2003
2011
(C) 2000
(C) 2002
(C) 2006
(C) 2013
68,600 100% 100% 68,600 FC
Zlote Tarasy
(1)
(Warsaw)
Van Graaf, Zara, Reserved, H&M, Peek & Cloppenburg;
185 units and a cinema complex (Cinema City)
66,500 1,132 2.3 2007
2012
2013
(C) 2007 66,500 100% n/a n/a EM-A
Wroclavia (Wroclaw)
Peek & Cloppenburg, H&M, Reserved, Zara, Carrefour, CCC;
183units and a cinema complex (Cinema City)
65,300 1,960 0.9 (C) 2017 65,300 100% 100% 65,300 FC
CH Ursynów (Warsaw)
Auchan, OBI, Zdrofit, Euro / RTV AGD, Rossmann;
30units
46,700 1,682 0.9 2014 (C) 1998 46,700 100% 100% 46,700 FC
Wileńska (Warsaw)
Euro / RTV AGD, New Yorker, Reserved, Pepco, Deichmann;
92units
41,300 1,100 2.0 2010 (C) 2002 19,500 100% 100% 19,500 FC
Total Poland 280,000
Westfield Centro (Oberhausen)
Galeria Karstadt Kaufhof, H&M, Miniso, Reserved, Sinn,
Stradivarius, TK Maxx, Zara;
231units and a cinema complex
253,600 12,000 3.9 2014 (C) 1996 254,300 50% 50% 127,100 EM-JV
Westfield Ruhr Park (Bochum
Galeria Karstadt Kaufhof, Zara, H&M, Decathlon, New
Yorker, Sinn, Baltz, Boda Borg;
160 units and a cinema complex
118,600 4,750 3.6 2012 (C) 1964
(R) 2015
110,200 65% 100% 110,200 FC
Paunsdorf Center (Leipzig)
C&A, Decathlon, H&M, Kaufland, MediaMarkt, Müller;
191 units
107,300 7,300 2.4 2012 (C) 1994
(R) 2012
107,300 45% 50% 53,700 EM-JV
Westfield Hamburg-Überseequartier (Hamburg)
Breuninger, Kinopolis, Port des Lumieres, H&M, Zara;
160 units and a cinema complex
92,500 2,442 1.9 2017 (C) 2025 92,500 100% 100% 92,500 FC
Höfe am Brühl (Leipzig)
Bershka, Lidl, MediaMarkt, Müller, New Yorker, Pull & Bear;
126 units
50,700 820 2.9 2012 (C) 2012 50,700 90% 100% 50,700 FC
Palais Vest (Recklinghausen)
Decathlon, H&M, MediaMarkt, Reserved, Smyths Toys;
116 units
45,700 970 2.2 (C) 2014 45,700 90% 100% 45,700 FC
Minto (Mönchengladbach)
New Yorker, Mango, Müller, Saturn, Decathlon, Zara;
121 units
41,600 905 1.3 (C) 2015 41,600 90% 100% 41,600 FC
Total Germany 521,500
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Portfolio as at December31, 2025
GLA of
the whole
complex
(sqm)
Parking
spaces
Catchment
area
(in million
of people)
Year of
acquisition
Construction (C)/
Refurbishment (R)
date
GLA of the
property
owning
companies
(sqm)
% URW’s
share
% of
consolidation
Total space
according to
consolidation
(sqm)
Consolidation
method
Westfield Shopping City Süd (Vienna)
Zara, H&M, Primark, Peek & Cloppenburg, Media Markt;
332units and a cinema complex
205,700 6,223 2.5 2008 (C) 1976
(C) 2002
(C) 2012
(R) 2013
(R) 2023
144,400 55% 100% 144,400 FC
Westfield Donau Zentrum (Vienna)
Interspar, Zara, H&M, Peek & Cloppenburg, C&A;
290 units, a cinema complex and Hotel
126,800 2,820 2.4 2003 (C) 1975
(C) 2000
(C) 2006
(C) 2008
(C) 2010
(R) 2012
126,800 100% 100% 126,800 FC
Total Austria 271,200
Total Central Europe 1,318,900
Catchment area: less than 30minutes from the Shopping Centre.
(1) Not managed by URW.
1.5.3 Northern Europe: Shopping Centres
Portfolio as at December31, 2025
GLA of
the whole
complex
(sqm)
Parking
spaces
Catchment
area
(in million
of people)
Year of
acquisition
Construction (C)/
Refurbishment (R)
date
GLA of the
property
owning
companies
(sqm)
% URW’s
share
% of
consolidation
Total space
according to
consolidation
(sqm)
Consolidation
method
Westfield Mall of Scandinavia (GreaterStockholm)
Tesla, Filmstaden, Uniqlo, H&M, Åhlens;
218units and a cinema complex
105,300 3,700 1.7 (C) 2015 105,200 100% 100% 105,200 FC
Westfield Täby Centrum (Greater Stockholm)
Apple, Filmstaden, H&M, ICA, SATS;
258units and a cinema complex
85,800 2,670 0.9 1997 (C) 1968/1969
(R) 1975/1992/2015
85,500 100% 100% 85,500 FC
Nacka Forum (Greater Stockholm)
H&M, Jumpyard, Media Markt, SATS, MIO;
130units
56,400 1,750 1.0 1996 (R) 1990/1997/2008 56,400 100% 100% 56,400 FC
Total Sweden 247,100
Fisketorvet (Copenhagen)
Uniqlo, Fotex Hypermarket, Silvan, Bahne;
105units and a cinema complex
61,700 1,600 1.1 2000 (C) 2000
(R) 2013
(R) 2024
61,700 100% 100% 61,700 FC
Total Denmark 61,700
Westfield Mall of the Netherlands (the Hague region)
Albert Heijn, Jumbo, Media Markt, Peek & Cloppenburg, Zara;
259 units and a cinema complex
125,500 3,776
(1)
4.0 1990 (C) 1971
(R) 2021
115,000 100% 100% 115,000 FC
Stadshart Amstelveen (Amstelveen)
Albert Heijn, De Bijenkorf, H&M, HEMA, Uniqlo, Zara;
151 units
81,800 2,775
(1)
2.7 2005 (C) 1960
(R) 1998
59,300 100% 100% 59,300 FC
Sub-total Shopping Centres in The Netherlands 174,300
In den Vijfhoek (Oldenzaal)
Albert Heijn, Action, Library; 21units
7,800 70
(1)
n/a 1980 (C) 1980
(R) 2021
7,800 100% 100% 7,800 FC
Zoetelaarpassage (Almere)
Tanger supermarket, Casino; 19units
6,500 450
(1)
n/a 1983 (C) 1983
(R) 2015
6,500 100% 100% 6,500 FC
Sub-total Other holdings in The Netherlands 14,300
Total The Netherlands 188,600
Westfield London (London, Shepherds Bush)
John Lewis, M&S, Vue;
463units and a cinema complex
235,800 5,200 4.8 2008 (C) 2008
(R) 2018
235,800 50% 50% 117,900 JO
Westfield Stratford City (London, Stratford)
John Lewis, M&S, Waitrose, Vue, Aspers Casino;
316units and a cinema complex
188,700 4,700 3.2 2011 (C) 2011
(C) 2023
181,800
7,000
50%
100%
50%
100%
90,900
7,000
FC & EM-JV
Whitgift (Croydon)
M&S, Boots, New Look, River Island, Superdry,
TheEntertainer; 166units
143,500 2,039 1.9 2013 (50%);
2023 (100%)
(C) 1968 143,500 100% 100% 143,500 FC
Centrale (Croydon)
House of Fraser, H&M, Zara, Next, Sports Direct,
MetroBank;
75units
74,100 950 1.9 2013 (50%);
2023 (100%)
(C) 1988
Drummond
Centre
(R) 2004
74,100 100% 100% 74,100 FC
St James Quarter (Edinburgh)
Next, Zara, H&M, Roomzzz and John Lewis;
111 Units and a cinema complex
143,500
(2)
4,585 1.4 2025 (C) 2021 143,500 25% n/a n/a EM-A
Total UK 433,400
Total Northern Europe 930,800
Catchment area: less than 30minutes from the Shopping Centre.
(1) Car parks not owned by URW.
(2) Including 81,300 sqm for retail and 62,200 for built-to-sell flats.
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1.5.4 United States: Shopping Centres
Portfolio as at December31, 2025
GLA of
the whole
complex
(sqm)
Parking
spaces
Catchment
area
(in million
of people)
Year of
acquisition
Construction (C)/
Refurbishment (R)
date
GLA of the
property
owning
companies
(sqm)
% URW’s
share
% of
consolidation
Total space
according to
consolidation
(sqm)
Consolidation
method
US Flagships incl. CBD centre
Westfield Garden State Plaza (Paramus, New Jersey)
Gucci, Louis Vuitton, Burberry, Versace, Apple;
330units and AMC Theatre
194,900 10,831 7.6 1996 (C) 1957
(R) 1997
(R) 2007
(R) 2014
109,300 50% 50% 54,700 EM-JV
Westfield Valley Fair (Santa Clara, California)
Cartier, Louis Vuitton, Gucci, Tiffany, Apple, Eataly, YSL,
Longchamp;
319 units and Alamo Theater
181,100 8,408 2.8 1998 (C) 1986
(R) 2002
(R) 2013
(R) 2016
(R) 2020
99,000 50% 50% 49,500 EM-JV
Westfield Southcenter (Seattle, Washington)
Abercrombie, Apple, Lululemon, Sephora, Round One;
243 units and AMC Theatre
156,500 6,916 2.6 2002 (C) 1968
(R) 2008
(R) 2012
75,500 55% 55% 41,500 EM-JV
Westfield Topanga (Canoga Park, California)
Apple, Tesla, Tiffany, Nespresso, Lululemon;
243 units and AMC Theatre
148,300 6,143 4.2 1994 (C) 1964
(R) 1994
(R) 2006
(R) 2008
(R) 2019
81,100 55% 55% 44,600 EM-JV
Westfield Old Orchard (Skokie, Illinois) Louis Vuitton,
Louis Vuitton, Tiffany, Lululemon, West Elm, Crate &
Barrel;
122 units
138,100 7,608 3.6 2002 (C) 1956
(R) 2007
(R) 2011
(R) 2013
78,300 100% 100% 78,300 FC
Westfield Galleria at Roseville (Roseville, California)
Gucci, Macy’s, Louis Vuitton, Apple, Restoration Hardware;
238 units
124,400 6,572 1.7 2002 (C) 2002
(R) 2008
(R) 2018
75,200 100% 100% 75,200 FC
Westfield Montgomery (Bethesda, Maryland)
Apple, Coach, Lululemon, Tesla, Sephora;
225 units and AMC Theatre
123,600 5,689 4.0 1994
2024
(C) 1968
(R) 2001
(R) 2014
(R) 2016
83,600 100% 100% 83,600 FC
Westfield Century City (Los Angeles, California)
Nordstrom, Eataly, Tiffany, Tesla, Equinox, Tag Heuer,
Aritzia, Lululemon;
244 units and AMC Theatre
122,400 4,888 6.8 2002 (C) 1964
(R) 2006
(R) 2013
(R) 2017
89,100 100% 100% 89,100 FC
Westfield UTC (San Diego, California)
Hermès, Chanel, Tesla, Aritzia, Lululemon;
216 units and AMC Theatre
115,800 4,756 2.8 1998 (C) 1977
(R) 1998
(R) 2007
(R) 2012
(R) 2017
89,600 50% 50% 44,800 EM-JV
Westfield Culver City (Culver City, California)
Macy's, Target, H&M, Adidas, Victoria's Secret;
161 units
98,000 4,272 7.6 1998 (C) 1975
(R) 2009, 2012
62,400 55% 55% 34,300 EM-JV
Westfield World Trade Center (New York, New York)
Apple, Longines, Eataly, Sephora, Banana Republic;
116 units
36,800 n/a 10.6 2012 (C) 2016 36,800 100% 100% 36,800 FC
Sub-total Flagship Shopping Centres in the US 632,400
Westfield Wheaton (Wheaton, Maryland)
Aldo, Foot Locker, Costco, H&M;
194 units and AMC Theatre
137,300 6,080 3.0 1997
2025
(C) 1960
(R) 2005
(R) 2013
(R) 2016
65,400 100% 100% 65,400 FC
Westfield Oakridge (San Jose, California)
Apple, Aldo, Sephora, Vans, Bowlero;
184 units and Century Theatre
101,800 4,357 2.4 1998 (C) 1973
(R) 2003
68,300 55% 55% 37,600 EM-JV
Westfield Plaza Bonita (National City, California)
H&M, Aldo, Forever 21, Pandora, Macy's;
206 units and AMC Theatre
95,500 4,572 2.3 1994 (C) 1981
(R) 2008
(R) 2011
56,000 55% 55% 30,800 EM-JV
Westfield Fashion Square (Sherman Oaks, California)
Bloomingdales, Apple, Bath & Body Works, Macy's,
Lululemon, Tesla;
144 units
80,800 3,863 6.5 2002 (C) 1961
(R) 2012
34,100 50% 50% 17,000 EM-JV
Sub-total Regional Shopping Centres in the US 150,800
Total US 783,200
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1.5.5 France: Offices & Other
Portfolio as at December31, 2025
Total floor
space
(sqm)
Parking
spaces
Year of
acquisition
Construction (C)
Refurbishment (R)
date
Total floor
space of the
property
owning
companies
(sqm)
% URW’s
share
% of
consolidation
Total floor
space
according to
consolidation
(sqm)
Main tenants
(in terms of rental
income)
Consolidation
method
Le Sextant (Paris 15
th
)
13,400 144 2009 (C) 1998 13,400 49% 49% 6,600 TotalEnergies EM-JV
Sub-total “Paris CBD” 6,600
Trinity
47,800 315 2012 (C) 2020 47,800 20% n/a n/a Credit Mutuel Arkea,
Technip FN-Power,
Mersen, 74Software,
ATH
EM-A
CNIT (Offices)
38,100 1,123
(1)
1999 (R) 2009 38,100 100% 100% 38,100 ESSEC, IFSI,
Châteauform
FC
Lightwell
34,000 127 1999 (R) 2010
(R) 2024
34,000 100% 100% 34,000 NEXANS, ARKEMA FC
Les Villages de l’Arche
19,700 1,125 1999 (R) 2006
(R) 2020
(2)
19,700 100% 100% 19,700 Chantiers Modernes
Construction, Groupe
Lucien
FC
CNIT (Hotel)
10,800 n/a 1999 (R) 2009 10,800 100% 100% 10,800 Hilton FC
Sub-total “Paris - La Défense” 102,600
20-24 Jacques Ibert
(3)
(Levallois-Perret)
11,000 192 2024 (C)1989 11,000 100% 100% 11,000 Paramount FC
29, rue du Port (Nanterre)
10,300 94 2010 (C) 1989 10,300 100% 100% 10,300 Xylem Water Solutions
France
FC
Sub-total of other office assets in Paris
andWestern Paris region
21,300
Tour Rosny (Rosny-sous-Bois)
13,700 203 2017
2018
(C) 1975 13,400 100% 100% 13,400 FC
Sub-total Other 13,400
Total France 143,900
(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) Currently under redevelopment.
1.5.6 Other countries: Offices & Other
Portfolio as at December31, 2025
Total floor
space
(sqm)
Year of
acquisition
Construction (C)/
Refurbishment (R)
date
Total floor
space of the
property
owning
companies
(sqm)
% URW’s
share
% of
consolidation
Total floor
space
according to
consolidation
(sqm)
Consolidation
method
La Vaguada Offices (Madrid)
10,300 2018 10,300 100% 100% 10,300 FC
Wileńska Offices (Warsaw)
13,600 2010 (C) 2002 4,800 100% 100% 4,800 FC
Wroclavia Offices (Wroclaw)
8,500 (C) 2017 8,500 100%
100%
8,500 FC
Höfe am Brühl (Leipzig)
4,900 2012 (C) 2012 4,900 90% 100% 4,900 FC
Donau Zentrum (Vienna)
10,000 2003 1975
1985
10,000 100% 100% 10,000 FC
Shopping City Süd (Vienna)
9,100 2008 1989 9,100 55% 100% 9,100 FC
Nacka Forum (Greater Stockholm)
14,300 1996 (C) 1990
(R) 1997
(R) 2008
14,300 100% 100% 14,300 FC
Täby Centrum (Greater Stockholm)
10,800 1997 (C) 1968/69
(R) 1975
(R) 1992
10,800 100% 100% 10,800 FC
Stadshart Amstelveen (Amstelveen)
5,500 2005/2016 (C) 1999 5,100 100% 100% 5,100 FC
Westfield London (London)
13,600 2008 (C) 2018 13,600 50% 50% 6,800 JO
Coppermaker Square (London)
87,100 (C) 2025 87,100 25% 25% 21,800 JO
Wheaton (Washington region)
18,800 1997 (R) 2006 18,800 100% 100% 18,800 FC
San Francisco Center (San Francisco)
9,800 1996 (C) 1956 9,800 100% 100% 9,800 FC
Old Orchard (Chicago region)
7,900 2002 7,900 100% 100% 7,900 FC
Total Other
142,900
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1.5.7 France: Convention & Exhibition
Portfolio as at December31, 2025
Total floor
space
(sqm)
Parking
spaces
Year of
acquisition
Construction (C)/
Refurbishment (R)
date
% URW’s
share
% 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
FC
Paris Porte de Versailles (Paris 15
th
)
252,400 3,900 2000 (C) Hall 5 in 2003
(R) Pavillon 7
in 2017
(C) Pavillion 6
in 2019
50% 100% 252,400 7 exhibition halls (from
19,000 to 70,000 sqm),
of which 1 convention
centre with a 5,200 seat
plenary room
FC
Le Palais des Congrès de Paris
(1)
(Paris 17
th
)
50,900 1,780
(2)
2008 (C) 1993 50% 100% 50,900 82 meeting rooms,
18 conference rooms
of which 4 auditoriums
FC
CNIT (La Défense)
17,700 1,100
(3)
1999 (R) 2007
(R) 2023
100% 100% 17,700 Exhibition and
convention space
FC
Espace Champerret (Paris 17
th
)
8,300 1,480
(2)
1989/1995 (R) 2008 50% 100% 8,300 Exhibition space
(trade shows)
FC
Carrousel du Louvre (Expos) (Paris 1
st
)
6,600 4,300
(2)
1999 (C) 1993
(R) 2016
100% 100% 6,600 Exhibition space (trade
and fashion shows,
corporate events)
FC
Espace Grande Arche (La Défense)
5,000 n/a 2001 (R) 2003 50% 100% 5,000 Flexible space covering
5,000 sqm
FC
Operation
Paris, Le Bourget
86,700 8,500 2008 (C) 1952
(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
FC
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
FC
Hôtel Salomon de Rothschild (Paris 8
th
)
1,300 n/a 2014 (R) 2007
(R) 2010
(R) 2016
(R) 2024
25% n/a n/a 1 Restaurant
3 18
th
century rooms
1 reception room
EM-A
Palais des Sports (Paris 15
th
)
n/a n/a 2002 (C) 1960 25% 50% n/a Flexible entertainment
or convention room from
2,000 to 4,200 seats
EM-JV
Total 584,400
(1) Including Les Boutiques du Palais.
(2) Car parks not owned by URW.
(3) Car parks are owned by CNIT C&E and sBared between CNIT C&E, CNIT Offices and CNIT retail.
FC = Fully Consolidated
EM-JV = Joint Venture under the equity method
EM-A = Associates under the equity method
JO = Joint Operation
2345678CHAPTER 1
1.5 Portfolio
Presentation of the Group
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Universal Registration Document 2025 | 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, 2025 (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 SAS 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 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, 2025.
Date of inspection
All the properties were inspected in the timeframe of January 2024
and December 2024. In accordance with recommendations and best
practices, we visit assets on a triennial basis or more frequently
if we judge it necessary to get an opinion on the fair value of the
assessed assets.
1.6 Overview of valuation reports prepared by URW SE’s independent external appraisers for the European assets
Presentation of the Group
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Aggregated total amount of value of the total property portfolio per the date of the report
Appraiser Sector
Number of assets
appraised
Valuation
including transfer
taxes
(a)
(€ Mn)
Cushman & Wakefield Shopping Centres/Offices & Others 41 17,747
Jones Lang Lasalle Shopping Centres/Offices & Others 42 17,519
PricewaterhouseCoopers Convention & Exhibition 12 2,633
Ernst & Young Shopping Centres 1 448
Other appraisers Shopping Centres 4 3,393
Internal valuation Shopping Centres 2 5
Impact of the assets valued by two appraisers Shopping Centres (5) (3,473)
Assets valued at cost and/or not appraised Shopping Centres/Offices & Others – 676
Total portfolio
97 38,949
(a) On a proportionate basis.
Aggregated total value for all leasehold and all freehold properties
Valuation including
transfer taxes
(a)
(€ Mn)
Freehold 35,259
Leasehold 3,690
Total portfolio
38,949
(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.
2345678CHAPTER 1
1.6 Overview of valuation reports prepared by URW SE’s independent external appraisers for the European assets
Presentation of the Group
1.
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Universal Registration Document 2025 | 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 there is no sign of contamination nor environmental
concerns.
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 discounted cash flow
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 guidance note “Sustainability and ESG in
commercial property valuation and strategic advice (3rd 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
(Bonaire, WC Stadshart Zoetermeer, Westfield Carré Sénart,
Crossroads portfolio, Westfield Shopping City Süd, Aupark, Almere,
Pasing Arcaden, Equinoccio and CH Ursynw). 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 with its
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 they are addressed for the
specific purpose to which they refer. No responsibility whatsoever is accepted towards 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 SAS
1.6 Overview of valuation reports prepared by URW SE’s independent external appraisers for the European assets
Presentation of the Group
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1.7 Overview of valuation reports prepared by URW SE’s independent
external appraisers for the US 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, 2025 (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 SAS
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, 2025.
Date of inspection
All the properties were inspected in the timeframe of January 2024 and
December 2024. In accordance with recommendations and best
practices, we visit assets on a triennial basis or more frequently if we
judge it necessary to get an opinion on the fair value of the assessed
assets.
2345678CHAPTER 1
1.7 Overview of valuation reports prepared by URW SE’s independent external appraisers for the US assets
Presentation of the Group
1.
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Universal Registration Document 2025 | 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
Valuation including
transfer taxes
(a)
(€ Mn)
Cushman & Wakefield Shopping Centres/Offices & Others 7 2,702
Kroll Shopping Centres 7 5,951
Ernst & Young Shopping Centres 1 181
Internal valuation Offices & Others – 42
Assets valued at cost and/or not appraised Shopping Centres/Offices & Others – 133
Total portfolio
15 9,008
(a) On a proportionate basis.
Aggregated total value for all leasehold and all freehold properties
Valuation including
transfer taxes
(a)
(€ Mn)
Freehold 7,141
Leasehold 1,867
Total portfolio 9,008
(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
there is no sign of contamination nor environmental concerns.
1.7 Overview of valuation reports prepared by URW SE’s independent external appraisers for the US assets
Presentation of the Group
1.
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Universal Registration Document 2025 | 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 discounted cash
flow 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 value 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 they are addressed for
the specific purpose to which they refer. No responsibility whatsoever is
accepted towards 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 SAS
2345678CHAPTER 1
1.7 Overview of valuation reports prepared by URW SE’s independent external appraisers for the US assets
Presentation of the Group
1.
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UniversalRegistration Document2025 |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.
Stapled shares
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 bothcompanies; 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 delisted from Euronext Amsterdam in 2023 and the
CHESS Depositary Interests ("CDIs") of URW from the Australian
Securities Exchange ("ASX") in 2025.
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 URW
US Chief Operating Officer, who is the Chairman of the Management
Board of URW NV, to the Executive Committee ofthe 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).
In 2026, the Group announced its intention to present to the 2026
Annual General Meetings of URW SE and URW NV a proposal for an
internal reorganisation designed to simplify the Group’s legal structure
through the de-stapling of URW’s stapled shares.
The proposed transaction would result in URW SE becoming the sole
listed entity, fully holding US assets. This simplification is expected to
streamline governance and operations, enhance transparency, and
generate recurring cost savings. The contemplated reorganisation
would maintain shareholders’ existing economic rights and would not
change the Group’s strategy, distribution policy, or financial objectives,
nor impact trading conditions.
REIT regimes
The Group’s structure has been designed to take into account the
interests of all shareholders by preserving the respective REIT regimes
where the Group operates: it 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.
(1) Also owns a few Dutch assets.
1.8 Structure
Presentation of the Group
1.
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UniversalRegistration Document2025 | UNIBAIL-RODAMCO-WESTFIELD
1.9 Simplified Grouporganisational chart structure
As at December 31, 2025, the Group is structuredas follows:
2345678CHAPTER 1
1.9 Simplified Group organisational chart structure
Presentation of the Group
Universal Registration Document 2025 | UNIBAIL-RODAMCO-WESTFIELD
CHAPTER2
CORPORATE
GOVERNANCE AND
REMUNERATION
2.1 Governance principles – Afep-Medef Code 33
2.2 Management and supervisory bodies 33
2.2.1 The Management Board 33
2.2.2 The Supervisory Board (SB) 43
2.2.3 The Executive Committee 69
2.3 Management and Supervisory Boards’
remuneration
70
2.3.1 A word from the Governance, Nomination and Remuneration
Committee Chair
70
2.3.2 Remuneration Policy 72
2.3.3 Corporate officers’ remuneration report 81
2.3.4 Supplementary information 91
2.3.5 Performance Stock Options, Performance and Retention Share plans
and employee shareholding
102
2.4 Ethics and compliance within the URW Group 105
2.4.1 Ethics and compliance: a daily and essential requirement 105
2.4.2 Compliance governance framework 105
2.4.3 Compliance organisational framework 105
2.4.4 Compliance programme 106
2.4.5 Anti-Corruption Programme 106
2.4.6 Prevention of money laundering and terrorism financing 108
2.4.7 Personal data protection 108
2.5 Report of the Supervisory Board
on corporate governance
109
2.
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2.1 Governance principles – Afep-Medef Code
Unibail-Rodamco-Westfield SE (“URW”) 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.
Thus, at its meeting of March 12, 2026, 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
Until December 31, 2025, the MB was composed of 5 members and chaired by Mr Jean-Marie Tritant. As of January 1, 2026, Mr Jean-Marie Tritant
handed over his roleas Chief Executive Officer (“CEO”) and MB Chairman to Mr Vincent Rouget. The business address of the MB members is the
Company’s registered address, 7, Place du Chancelier Adenauer, 75016 Paris, France, except for the CIO, whose business address is Westfield
Europe Ltd, 1 Ariel Way, London, United Kingdom, W12 7SL. The MB members are appointed for a period of 4 years pursuant to the by-laws.
As from January 1, 2026, the MB is composed as follows:
MB members Nationality Age Gender Main function Starting date Renewal date
Expiry date of the
term of office
Vincent Rouget French 45 M Chief Executive Officer (“CEO”)
MB Chairman
January 1, 2026 – 2030
Sylvain Montcouquiol French 51 M Chief Resources and Sustainability Officer (“CRSO”)
MB member
January 1, 2022 January 1, 2026 2030
Fabrice Mouchel French 55 M Chief Financial Officer (“CFO”)
MB member
January 5, 2021 December 4, 2024 2029
Anne-Sophie Sancerre French 47 F Chief Customer and Retail Officer (“CCRO”) &
Chief Operating Officer Europe ("COO" Europe)
MB member
May 2, 2023 – 2027
Kathleen Verelst Belgian 55 F Chief Investment Officer (“CIO”)
MB member
January 1, 2026 – 2030
For information, as at December 31, 2025, the MB was composed as follows:
MB members Nationality Age Gender Main function Starting date Renewal date
Expiry date of the
term of office
Jean-Marie Tritant French 58 M Chief Executive Officer (“CEO”)
MB Chairman
January 1, 2021 December 4, 2024 December 31, 2025
Sylvain Montcouquiol French 51 M Chief Resources and Sustainability Officer (“CRSO”)
MB member
January 1, 2022 January 1, 2026 2030
Fabrice Mouchel French 55 M Chief Financial Officer (“CFO”)
MB member
January 5, 2021 December 4, 2024 2029
Vincent Rouget French 45 M Chief Strategy and Investment Officer (“CSIO”)
MB member
June 1, 2023 – 2027
Anne-Sophie Sancerre French 47 F Chief Customer and Retail Officer (“CCRO”)
MB member
May 2, 2023 – 2027
1345678CHAPTER 2
2.1 Governance principles – Afep-Medef Code
Corporate Governance and Remuneration
2.
34
Universal Registration Document 2025 | 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;
• Acted as Chief Operating Officer for European Countries as of
May1, 2025 until December 31, 2025; and
• Appointed as CEO and MB Chairman as from January 1, 2026.
MB CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
AS FROM JANUARY 1, 2026
(MB MEMBER AND CHIEF
STRATEGY
AND INVESTMENT OFFICER
UNTIL DECEMBER 31, 2025)
BORN ON:
January 8, 1980
NATIONALITY:
French
NUMBER OF STAPLED SHARES HELD:
45,000
(1)
OTHER FUNCTIONS AND MANDATES AS FROM JANUARY 1, 2026 (CEO)
French Entities
• Representative of URW SE on the Executive Committee of the Fédération des Entreprises Immobilières (“FEI”);
• Representative of URW SE on the Board of Directors of the association Pavillon de l’Arsenal; and
• Representative of URW SE on the Executive Committee of the Palladio Foundation.
Foreign Entity
• Representative of URW SE on the Board of Directors of the European Public Real Estate Association (“EPRA”).
OTHER INTRA-GROUP FUNCTIONS AND MANDATES AS FROM JANUARY 1, 2026 (CEO)
French Companies
• Chairman of the Management Board of Uni-Expos SA; and
• Director of Viparis Holding SA.
Foreign Company
• The Netherlands: SB Chairman of Unibail-Rodamco-Westfield N.V. (URW NV)
OTHER FUNCTIONS AND MANDATES UNTIL DECEMBER 31, 2025 (when CSIO)
French Company
• none
Foreign Company
• none
OTHER INTRA-GROUP FUNCTIONS AND MANDATES UNTIL DECEMBER 31, 2025 (when CSIO)
French Companies
• Chairman of Unibail-Rodamco Participations SAS; and
• Director of Viparis Holding SA.
Foreign Company
• none
(1) Including 20,000 Stapled Shares held through his personal holding company. But excluding 4,113 Stapled Shares held via the Company Savings Plan.
2.2 Management and supervisory bodies
Corporate Governance and Remuneration
2.
35
Universal Registration Document 2025 | UNIBAIL-RODAMCO-WESTFIELD
PREVIOUS MANDATES DURING THE LAST 5 YEARS
French Companies
• Chairman of Amroy SAS and Immobilière Lidice SAS;
• Deputy Managing Director of Unibail Management SAS;
• Chairman 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
• Director of CentrO Holdings (UK) Limited, Centro Asset Management Ltd., Centro Europe Ltd., CentrO Europe (No. 2) Ltd,
• 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 BV, URW UK Olympic 8 BV, 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, Essential Whites SLU,
Managing Director of Unibail Rodamco Steam SL and Proyectos Inmobiliarios Time Blue;
• Managing Director of Centrum Praha Jih – Chodov s.r.o., CGI Metropole, s.r.o., Energie CČM s.r.o. and Energie MET s.r.o., Chairman of the
Supervisory Board of Beta Development, s.r.o., and Member of the Board of Directors of Centrum Černý Most a.s., Centrum Chodov, a.s. and
Černý Most II, a.s.;
• Member of the Management Board of GSSM Warsaw and WSSM Warsaw, Member of the Board of Directors of Crystal Warsaw;
• Member of the Board of Directors 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.
1345678CHAPTER 2
2.2 Management and supervisory bodies
Corporate Governance and Remuneration
2.
36
Universal Registration Document 2025 | UNIBAIL-RODAMCO-WESTFIELD
MR SYLVAIN
MONTCOUQUIOL
• Engineering degree 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, and
renewed in his mandate as from January 1, 2026.
MB MEMBER –
CHIEF RESOURCES AND
SUSTAINABILITY OFFICER
BORN ON:
October 2, 1974
NATIONALITY:
French
NUMBER OF STAPLED SHARES HELD:
24,330
(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 10,887 Stapled Shares held via the Company Savings Plan.
2.2 Management and supervisory bodies
Corporate Governance and Remuneration
2.
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Universal Registration Document 2025 | 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 from December 4, 2024.
MB MEMBER –
CHIEF FINANCIAL OFFICER
BORN ON:
April 16, 1970
NATIONALITY:
French
NUMBER OF STAPLED SHARES HELD:
55,211
(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, Westfield Corporation
Limited, WCL Finance Pty Limited, WCL Management Pty Limited
and Westfield America Management Pty Ltd;
• Germany: 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.;
• Vice-President of the SB of Unibail-Rodamco-Westfield Germany GmbH;
• Director of Westfield Investments Pty Limited, Nauthiz Pty Ltd,
Westfield UK Investments Pty Limited, Westfield UK 1 Pty Limited,
Westfield UK 2 Pty Limited, Westfield UK 3 Pty Limited, Westfield UK
4 Pty Limited, Westfield UK 5 Pty Limited, Westfield UK 6 Pty
Limited, Fidele Pty Ltd, Westfield R.S.C.F. Management Pty Ltd and
Westfield Developments Pty Ltd;
• Member of the Board of Directors of Rodamco Sverige AB;
• Director of Liffey River Investments Limited;
• Joint Director of Unibail-Rodamco Investments B.V., Unibail-Rodamco
Investments 2 B.V., Cijferzwaan B.V., Dotterzwaan B.V., Real Estate
Investments Poland Coöperatief U.A., Rodamco Project I BV, Stichting
Rodamco, Traffic UK B.V., Rodamco Europe Finance B.V. and Rodamco
Nederland Winkels B.V., Deputy Board Member of Unibail Rodamco
Poland 5 B.V., Director of U&R Management B.V; and
• Managing Director of Shopping City Süd Erweiterungsbau Gesellschaft
m.b.H. & Co. Anlagenvermietung KG, Shopping Center Planungs- und
Entwicklungsgesellschaft m.b.H. & Co. Werbeberatung KG, Shopping
Center Planungs- und Entwicklungsgesellschaft mbH, URW Invest
GmbH, DZ-Donauzentrum Besitz- und Vermietungs-GmbH, Unibail-
Rodamco Invest GmbH, Unibail-Rodamco Austria Verwaltungs GmbH.
(1) Excluding 13,790 Stapled Shares held via the Company Savings Plan.
1345678CHAPTER 2
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MS ANNE-SOPHIE
SANCERRE
• Graduate of 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;
• Appointed MB member and CCRO as of May 2, 2023; and
• As from January 1, 2026, her scope also includes the
responsibilities of Chief Operating Officer Europe.
MB MEMBER –
CHIEF CUSTOMER AND
RETAIL OFFICER –
CHIEF OPERATING OFFICER
EUROPE
BORN ON:
October 2, 1978
NATIONALITY:
French
NUMBER OF STAPLED SHARES HELD:
19,358
(1)
OTHER CURRENT FUNCTIONS AND MANDATES
French Company
• none
Foreign Company
• none
OTHER CURRENT INTRA-GROUP FUNCTIONS AND MANDATES
French Companies
• 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
• none
PREVIOUS MANDATES DURING THE LAST 5 YEARS
French Companies / Entities
• CEO of Société de Tayninh SA (listed company);
• CEO of Union Internationale Immobilière SA and Société D’exploitation
Des Parkings Et Du Forum Des Halles De Paris SA;
• Chairman of Espace Expansion SAS, Societe Foncière Immobilière
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 Unibail Rodamco
Retail Spain SLU, Unibail Rodamco Spain SLU, 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;
• Director of Unibail-Rodamco Belgium; and
• Director of Westfield Milan S.p.A..
(1) Excluding 7,927 Stapled Shares held via the Company Savings Plan.
2.2 Management and supervisory bodies
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2.
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MS KATHLEEN
VERELST
• Holds a law degree from the University of Leuven (Belgium) and a
Master of Laws (LLM) from the University of Michigan, Ann Arbor
(USA);
• Was a lawyer for four years in New York at Shearman & Sterling and
Cleary, Gottlieb, Steen & Hamilton;
• Spent 22 years at Morgan Stanley in London, where she was a
Managing Director and a Senior Advisor, working in the Real Estate
Investment Banking, Commercial Real Estate Lending and M&A
Restructuring departments;
• Joined URW in 2021 as Senior Advisor, Investment and Divestment
to URW’s Management and Supervisory Boards; and
• Appointed MB member and Chief Investment Officer as from
January1, 2026.
MB MEMBER – CHIEF
INVESTMENT OFFICER AS
OF JANUARY 1, 2026
BORN ON:
May 18, 1970
NATIONALITY:
Belgian
NUMBER OF STAPLED SHARES HELD:
0
OTHER CURRENT FUNCTIONS AND MANDATES
French Company
• none
Foreign Company
• none
OTHER CURRENT INTRA-GROUP FUNCTIONS AND MANDATES
French Companies
• Chairman of Unibail-Rodamco Participations SAS; and
• Member of the Management Board of Uni-Expos SA.
Foreign Company
• none
PREVIOUS MANDATES DURING THE LAST 5 YEARS
French Company
• none
Listed Foreign Company
• Independent Board member of Frigoglass from May 2021, to May 2023.
1345678CHAPTER 2
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Universal Registration Document 2025 | 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;
• Appointed as MB Chairman and CEO as of January 1, 2021, and
renewed in his mandate as of December 4, 2024; and
• Handed over as MB Chairman and CEO to Mr Vincent Rouget as from
January 1, 2026.
MB CHAIRMAN – CHIEF
EXECUTIVE OFFICER
UNTIL DECEMBER 31, 2025
BORN ON:
November 10, 1967
NATIONALITY:
French
NUMBER OF STAPLED SHARES HELD:
90,406
(1)
OTHER FUNCTIONS AND MANDATES UNTIL DECEMBER 31, 2025
French Entities
• Representative of URW SE as member of the French Fédération
des Entreprises Immobilières (“FEI”);
• Non-Executive Director of Pavillon de l’Arsenal; and
• Representative of URW SE on the Executive Committee of the
Palladio Foundation.
Foreign Entity
• Director of the European Public Real Estate Association (“EPRA”).
OTHER INTRA-GROUP FUNCTIONS AND MANDATES UNTIL
DECEMBER 31, 2025
French Companies
• Chairman of the Management Board of Uni-Expos SA; and
• Director of Viparis Holding SA.
Foreign Company
• The Netherlands: SB Chairman of Unibail-Rodamco-Westfield N.V.
(“URW NV”).
PREVIOUS MANDATES DURING THE LAST 5 YEARS
French Entity
• Representative of URW SE on the Board of Directors of Société
Paris-Île-de-France Capitale Économique.
Foreign Companies
• Manager and Chairman of Westfield, LLC and Westfield U.S.
Holdings, LLC;
• Manager of Broward Mall LLC and White City Investments
(N°.2)LLC; and
• Director of Descon Invest PTY Limited, Fidele PTY Limited, Nauthiz
PTY LTD, Westfield America Management Pty Limited, Westfield
American Investments PTY Limited, Westfield Capital Corporation
Finance PTY LTD, Westfield Queensland PTY LTD.
(1) Excluding 8,749 Stapled Shares held via the Company Savings Plan.
2.2 Management and supervisory bodies
Corporate Governance and Remuneration
2.
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Universal Registration Document 2025 | UNIBAIL-RODAMCO-WESTFIELD
Management Board succession plan
Over the last years, the MB’s succession plan was successfully
implemented several times and reviewed for the last time in October
2025 when the SB decided to accelerate the succession plan
established in 2023. Following the SB decision to terminate Mr Jean-
Marie Tritant's mandate, he handed over his roles to Mr Vincent Rouget
as from January 1, 2026, along with the renewal of the mandate of the
CRSO, the expanded scope of the CCRO to include the responsibilities of
COO Europe and the appointment of the CIO.
Recent developments have confirmed the relevance of the robust
short-term and medium 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 2025. The discussions took
place without the presence of any MB members.
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.
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, and he also has supervision of the US region.
From May 1, 2025, until December 31, 2025, Mr Vincent Rouget served
as COO Europe, in addition to his roles as MB Member and Chief
Strategy and Investment Officer, thus supervising the Regional Chief
Operating Officers (COOs) who lead locally the retail asset strategy, the
net rental growth and coordinate some Centres of Excellence at
European level.
As from January 1, 2026, Ms Anne-Sophie Sancerre succeeded him as
COO Europe in addition to her position as MB Member and Chief
Customer and Retail Officer.
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.
As from January 1, 2026, the responsibilities and functions of the MB
members, other than the CEO, are divided as follows:
• The CFO is responsible for finance, accounting and tax matters, for
the optimisation of the cost of capital, and investor relations. As such,
he oversees 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). In addition, he approves, with the Chief Investment Officer,
non-budgeted disposals below €15 million in Europe and the United
States;
• The CRSO oversees Human Resources, Information Technology,
Organisation, Procurement and Corporate Social Responsibility
functions, within the Group. He coordinates the roll-out of the Better
Places roadmap;
• The CIO is responsible 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). She is
responsible for challenging the business strategy, in particular: asset
and development strategy, major restructurings, extensions or
refurbishments. In addition, she approves, with the Chief Financial
Officer, non-budgeted disposals below €15 Mn in Europe and the
United States, and in that case, informs the other MB members at the
next Management Board meeting
(1)
; and
• 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. Starting from January 1, 2026, she serves as
Chief Operating Officer Europe and oversees the Regional COOs.
(1) All investments and divestments provided for in the Budget, and disposals for which the Net Disposal Price exceeds €150Mn, as well as any offBudget disposals exceeding
€15Mn, are subject to the approval of the Management Board.
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Universal Registration Document 2025 | UNIBAIL-RODAMCO-WESTFIELD
Pursuant to Article 11.5 of the Company’s Articles of Association and the SB Charter, the SB’s prior approval must be obtained for certain MB
decisions and operations, which are further detailed in section 7.6.5.2.
B. Management Board activities in 2025
The MB met 18 times during the year ended December 31, 2025, and deliberated on the following subjects:
Principal responsibilities of the MB Key areas addressed, managed and/or implemented in 2025
Group strategy • Follow-up and adjustment of the Group strategy;
• Set “A Platform for Growth” 2025-2028 business plan and 2025 Investors Day;
• Investment and divestment operations in 2025;
• Monitoring of the strategic disposals (costs and revenue) and investment transactions;
• Major development projects and internal processes (decision-making and monitoring);
• Digital and IT strategy, tools and projects;
• Environmental Transition Action Plans;
• Specific monitoring of Westfield Hamburg-Überseequartier development project;
• New organisational structure and subsequent reporting for URW Shopping Centers activity into 4 main
Regions;
• Signing of a strategic franchising partnership agreement within the Kingdom of Saudi Arabia;
• Voluntary delisting from ASX (Australia); and
• Proposed streamlining of URW's legal structure through an internal reorganisation.
Group financial policy, financial performance and
reporting
• Review and closing of the 2024 statutory and consolidated financial statements and reporting on the
consolidated half-year and quarterly financial information for 2025;
• 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 new hybrid notes;
• The Group’s distribution 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
forthe SB.
Internal audit, risk management and control systems • Internal audits, internal control system and compliance matters;
• Risk management and risk mapping; and
• Security and crisis management.
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;
• Health and safety (standing assets and construction sites);
• 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 long-term incentives (“LTI”); 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 and/or evolution 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
• 2024 Universal Registration Document and 2025 HY Financial Report.
2.2 Management and supervisory bodies
Corporate Governance and Remuneration
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Universal Registration Document 2025 | UNIBAIL-RODAMCO-WESTFIELD
2.2.2 The Supervisory Board (SB)
2.2.2.1 Supervisory Board composition
and diversity
As at December 31, 2025, the SB consists of 8 members, of which 5
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 2025
In the Supervisory Board composition
• The SB took note of the resignation of Ms Cécile Cabanis as at
February 12, 2025, following her appointment as Deputy CFO of
GroupLVMH. Mr Roderick Munsters was appointed as SB Vice-Chairman
as at February 12, 2025, to succeed her;
• The mandate as SB member of Julie Avrane was renewed for a period
of 3 years, at the conclusion of the April 29, 2025 General Meeting (GM);
• The mandates as SB Members of Ms Dagmar Kollmann and Mr
Michel Dessolain ended at the conclusion of the April 29, 2025 GM;
• The co-optation as SB member of Mr Michaël Boukobza effective
from October 4, 2024, was ratified at the April 29, 2025 GM;
• Mr Michaël Boukobza and Mr Xavier Niel were appointed as SB
members for a period of 3 years at the April 29, 2025 GM;
• Ms Susana Gallardo resigned from her mandate as SB member on
June 25, 2025; and
• Mr Jules Niel was co-opted as SB member replacing Ms Susana
Gallardo as at August 28, 2025.
In the composition of the committees
• Mr Roderick Munsters was appointed as Audit Committee (AC)
Chairman as at February12, 2025;
• Ms Aline Sylla-Walbaum was appointed as Governance, Nomination
and Remuneration Committee (GNRC) Chair as at February 12, 2025;
• Ms Julie Avrane and Mr Michaël Boukobza were appointed as
members of the GNRC following the April 29, 2025 GM;
• Mr Xavier Niel was appointed as AC member from the April 29, 2025
GM until August 28, 2025; and
• Mr Jules Niel was appointed as AC member on August 28, 2025.
B. Changes in 2026
(1)
In the Supervisory Board composition
Upon the GNRC’s recommendation, the SB will propose at the May 6, 2026,
General Meeting (GM):
• The renewal of the SB mandates of Mr Jacques Richier and Mr
Roderick Munsters for a period of 3years;
• The ratification of the co-optation of Mr Jules Niel (replacing Susana
Gallardo for her term, expiring at the 2027 GM); and
• The appointment of Ms Carole Benaroya as SB independent member
for a period of 3years.
In the composition of the committees
Following the May 6, 2026 General Meeting:
• Mr Jacques Richier would be renewed as SB Chairman and AC member;
• Mr Roderick Munsters would be renewed as SB Vice-Chairman and
AC Chairman; and
• Mr Jules Niel would be renewed as AC member.
Such SB redesign of its composition will enable an appropriate size
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 of the 2026
General Meeting, available on the Company’s website.
(1) After URD publication.
1345678CHAPTER 2
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Corporate Governance and Remuneration
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Universal Registration Document 2025 | UNIBAIL-RODAMCO-WESTFIELD
Composition of the Supervisory Board (SB) as at December 31, 2025
The SB composition reflects a strong commitment in terms of
independence (62.5% independent), gender diversity (37.5% women/
62.5% men), international exposure (4 nationalities represented) and
the wide-ranging experience and expertise of its members. The
average SB member age is 54.2 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, 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, 2025
* Governance, Nomination and Remuneration Committee.
** Audit Committee.
*** For a SB composed of not more than 8 members, the difference between genders may not exceed two seats, which is the case with 5 men and 3 women.
B. Supervisory Board (SB) members as at December 31, 2025
Name
Shares
held
(1)
Committee
Attendance Age Gender Nationality Independence
First
appoint-
ment
Term expires
at GM
SB seniority
at year-end
2025
Mr Jacques Richier
SB Chairman
5,177 AC 70 M French Independent 2023 2026 2.6
Mr Roderick Munsters
SB Vice-Chairman
1,000 AC 62 M Dutch and
Canadian
Independent 2017 2026 8.6
Ms Julie Avrane 1,200 GNRC 54 F French Independent 2020 2028 5
Mr Michaël Boukobza 1 GNRC 47 M French Non-independent 2024 2028 1.2
Ms Sara Lucas 1,090 AC 60 F British and
French
Independent 2023 2027 2.6
Mr Jules Niel 1 AC 25 M French Non-independent 2025 2027 0.3
Mr Xavier Niel 1 58 M French Non-independent 2020
(2)
2028 5
Ms Aline Sylla-Walbaum
1,057 GNRC 53 F French Independent 2021 2027 4.6
(1) For details related to holding shares, please refer to the biography of the relevant SB member.
(2) Mr Xavier Niel was first appointed in November 2020. He resigned on October 4, 2024, and was reappointed on April 29, 2025.
Mr Jacques Richier
SB Chairman
AC member**
French
Independent
Mr Roderick Munsters
SB Vice-Chairman
AC Chairman**
Canadian and Dutch
Independent
Ms Aline Sylla-Walbaum
GNRC Chair*
French
Independent
Ms Julie Avrane
GNRC member*
French
Independent
Mr Michaël Boukobza
GNRC member*
French
Non independent
Ms Sara Lucas
AC member**
British and French
Independent
Mr Jules Niel
AC Member**
French
Non independent
Mr Xavier Niel
French
Non independent
Diversity ***
37.5%
Female
62.5%
Male
Average age
54.2
Nationalities
4
Independence
62.5%
Attendance
96.4%
2.2 Management and supervisory bodies
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Universal Registration Document 2025 | UNIBAIL-RODAMCO-WESTFIELD
C. Supervisory Board (SB) member information and mandates held as at December 31, 2025
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, France.
Supervisory Board Member
proposed for renewal at the
2026 General Meeting
MR JACQUES RICHIER
• HEC MBA (France), DEA in Materials Physics, and engineering degree
from INSA Lyon (France);
• Started his career as researcher 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:
5,177
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;
• Board Observer on the SB, and member of the Audit and Risks
Committee of Diot-Siaci S.A.S. (France);
• Board Observer on the Board of Directors of Rothschild Martin
Maurel S.A. (France);
• Supervisory Board Member of Allianz Partners and member of its
Audit and Risks Committee (France);
• Chairman of the Supervisory Board of Allianz Direct (Germany); and
• Chairman of the Supervisory Board of Allianz Maroc, and member
of the GNRC (Morocco).
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); and
• Managing Director of Allianz France S.A. (France, non-listed).
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• Public affairs and regulatory experience:
- 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 these areas.
• 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.
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 on 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 of 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.
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MS JULIE AVRANE
• Graduate of the École Nationale Supérieure des Télécommunications
de Paris and of the Collège des Ingénieurs, and she has an MBA
fromINSEAD;
• 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.
GNRC MEMBER
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. (France), Chair of the
Strategic Committee, member of its Audit and Risks Committee,
and member of its remuneration and nomination Committee; and
• Independent Director of Exail Technologies S.A. (formerly Groupe
Gorgé S.A.) (France). Chair of its nomination and remuneration
committee, Chair of its ESG committee, member of its audit
committtee.
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).
• 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.
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.
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MR MICHAËL BOUKOBZA
• Graduate of 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
• 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
- Recognised 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.
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 various management positions (CEO, General Manager),
supervision of financial and audit matters.
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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:
1,090
OTHER CURRENT FUNCTIONS AND MANDATES
Listed company
• None
Other company
• 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).
• 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.
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.
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Universal Registration Document 2025 | UNIBAIL-RODAMCO-WESTFIELD
Supervisory Board Member
proposed for renewal at the 2026
General Meeting
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).
VICE-CHAIRMAN OF THE
SUPERVISORY BOARD
CHAIRMAN OF THE AUDIT
COMMITTEE
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);
• Member of the Board of Governors of Tilburg University
(The Netherlands);
• 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);
• Supervisory Board member of PGGM Asset Management (The
Netherlands); and
• Independent non-executive Director of European Bank of New York
Mellon (Belgium).
• 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 companies listed in the
Netherlands; 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.
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, BNY European Bank and PGGM Asset management 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.
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MR JULES NIEL
• Graduated from ESSEC Business School (Master in Management)
(France) and Bocconi University (Bachelor of Science - International
Politics and Government) (Italy);
• Jules Niel started his career in Global Advisory (M&A) division at
Rothschild & Co in Paris (France);
• He joined NJJ Telecom Europe (France) as Investment Associate in
June 2023; and
• He also sits at the Boards of Millicom S.A. (Luxembourg), Monaco
Telecom S.A.M. (Monaco) and Devialet S.A.S. (France).
MEMBER OF THE AUDIT COMMITTEE
Non-independent
BORN ON:
August 23, 2000
NATIONALITY:
French
NUMBER OF STAPLED SHARE HELD:
1
(1)
Supervisory Board member proposed for ratification at the 2026 General Meeting
OTHER CURRENT FUNCTIONS AND MANDATES
Listed company
• Non-executive Director of Millicom S.A. (Luxembourg).
Other companies
• Investment Associate at NJJ Telecom Europe (France);
• Non-executive Director of Monaco Telecom S.A.M. (Monaco); and
• Non-executive Director of Devialet S.A.S. (France).
PREVIOUS MANDATE DURING THE LAST 5 YEARS
• None
• Restructuring & disposals experience:
- Both Active & Board M&A expertise;
- Supported execution of a €10 Mn cost reduction plan implemented
over 6 months to stabilise operations and preserve value, as Board
Member of Devialet;
- Supported the strategic execution of Millicom’s acquisition of
Telefonica Moviles del Uruguay (Movistar) for $440 Mn, enabling
entry into the Uruguayan telecom market; and
- Supported the execution of Millicom’s acquisition of Telefonica
Ecuador (Movistar) for $380 Mn.
• ESG (competencies in social, environmental, climate and governance
matters) and sustainability expertise:
- Drawing on his experience as board member at Millicom, Monaco
Telecom, and Devialet, he systematically integrates social,
environmental, and ethical considerations into corporate
governance, ensuring responsible operations across multiple
geographical regions;
- Experienced in overseeing international organisations, he
promotes sustainable resource management, responsible cost
optimisation, and longterm value creation; and
- His involvement in restructuring, financing, and strategic
development initiatives further strengthens his ability to support
resilient, transparent business models aligned with contemporary
societal and environmental expectations.
• EU market exposure and expertise:
- Large knowledge of the EU market through the different
companies where Jules Niel sits as Board Member and through
the Niel Family Group (large investments across the EU market).
Further experience:
• Relevant international executive or board leadership experience:
- Board members for several companies: Millicom (NASDAQ-listed
company operating in 11 countries in Latin America), Monaco
Telecom and Devialet operating worldwide in various sectors such
as telecommunications and consumer products; and
- Executive experience at NJJ Telecom, overseeing operational
and cost control across telecom subsidiaries in 25 countries and
2 continents, travelling extensively to ensure hands-on oversight
and execution with local teams.
• Finance expertise:
- Evaluation and validation of strategic and financial plans at
subsidiary level at NJJ Telecom;
- Performed financial modelling, valuation analysis, and
preparation of investor and boardlevel presentation materials at
Rothschild and Co. in 2022 (Off-Cycle Intern in Global Advisory
Division (M&A)); and
- As Board Member of Devialet, actively involved in €40 Mn
fundraising process to secure long-term financial sustainability.
• Consumer products knowledge:
- As Board Member of Devialet, a company which provides high
quality standard sound systems for individuals and businesses.
• Generational consumption trends expertise:
- Through the Niel Family Group and as Board Member of Devialet,
Millicom and Monaco Telecom, heavily involved in general
consumption trends in many fields (telecommunications,
consumer goods, real estate, technology, media, etc.).
(1) Based on its threshold notification to the Company, the Niel Family Group holds 21,666,482 Stapled Shares through a controlled company Rock Investment as at December 31,
2025. In addition, 16,179,844 Stapled Shares are held by assimilation by Rock Investment as at December 31, 2025. Furthermore, Jules Niel directly owns 1Stapled Share.
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MR XAVIER NIEL
• Founder, main shareholder and former CEO of Groupe Iliad;
• Extensive experience in technology, the Internet and telecommunications
industry since the end of the 1980s; and
• Recognised investor in venture capital through the Kima Ventures
fund as well as a long-time active real estate and media investor.
Non-independent
BORN ON:
• August 25, 1967
NATIONALITY:
• French
NUMBER OF STAPLED SHARE HELD:
• 1
(1)
OTHER CURRENT FUNCTIONS AND MANDATES
(2)
Listed companies
• Member of the Board of Teract, as permanent representative of
NJJ Capital; and
• Director of KKR Management LLC (US).
Other companies
• Chairman of the Board of Directors of Iliad S.A.;
• Member of the Board of ByteDance Ltd. (Cayman Islands);
• Chairman of NJJ Holding, NJJ Boru, NJJ Immobilier, NJJ
Strategy, NJJ Telecom Europe, Freebox, Maya (ex Iliad Holding),
Invest SB, La Compagnie des Immeubles Parisiens, Bidco 22 and
New Holdings;
• Manager (gérant) of SCI Paris Grenelle;
• Member of the Supervisory Board of NJJ Boru, Mediawan Holding,
Topco Breteuil, Holdco Breteuil, Société Éditrice du Monde and of
Le Nouvel Observateur du Monde;
• Director of Eircom Holdings (Ireland) Limited, Carraun Telecom
Holdings Limited and Toohill Telecom Holdings Limited;
• Director of Monaco Telecom (Principality of Monaco); and
• Director of Salt Mobile AG (Switzerland).
PREVIOUS MANDATES DURING THE LAST 5 YEARS
(2)
• Member of the Supervisory Board of Le Monde S.A., Heracles,
Unibail-Rodamco-Westfield SE and Mediawan S.A.S.;
• Chairman of SE51, NJJ Vosges, Sons Holdco S.A.S. and NJJ Villiers S.A.S.;
• Manager of SNDM and Elysées Capital;
• Co-Manager of SCI Light CF; and
• Member of the Board of Salt Network S.A. (Switzerland) and Group
Nice-Matin.
• Consumer products:
- Through his fully-owned private investment vehicle NJJ Holding,
has minority stakes in various consumer products companies.
• Real estate/asset management:
- Member of the Board of Directors of KKR Management LLC, a
leading global investment firm that manages multiple alternative
asset classes including private equity, energy, infrastructure, real
estate and credit.
• EU market exposure and expertise:
- Through his fully-owned private investment vehicle NJJ Holding,
owns majority stakes in telecom operators in various countries in
Europe.
Further experience:
• Relevant active executive or senior leadership experience:
- Founder and Chairman of the Board of Directors of Iliad S.A., a
French telecommunications company that owns the internet
provider Free and the mobile operator Free Mobile; involved in
the data communications, internet and telecommunications
industry since the late 1980s.
• Digital/e-commerce:
- In 2010, founded Kima Ventures, which is an active early-stage
investor that has invested in hundreds of start-up companies
around the world; in 2013, created 42, a school that trains
computer specialists in France and the United States; in 2017,
opened Station F, a startup campus located in Paris.
(1) Based on its threshold notification to the Company, the Niel Family Group holds 21,666,482 Stapled Shares through a controlled company Rock Investment as at December 31,
2025. In addition, 16,179,844 Stapled Shares are held by assimilation by Rock Investment as at December 31, 2025. Furthermore, Xavier Niel directly owns 1Stapled Share.
(2) In companies domiciled in France, unless stated otherwise.
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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 CHAIR
Independent
BORN ON:
June 12, 1972
NATIONALITY:
French
NUMBER OF STAPLED SHARES HELD:
1,057
OTHER CURRENT FUNCTIONS AND MANDATES
Listed company
• None
Other company
• 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); and
• Director of Musée National des arts Asiatiques Guimet (France).
• 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.
• Finance expertise:
- Member of the Audit Committee of Lagardère (listed) (2014-2019).
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 (from
2014 until 2020).
• International experience:
- Experience in worldwide luxury markets (jewellery, watches,
wine and handbags) in her 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; and
- Manage E-commerce Sales and Omnicanal Europe Strategy
atChaumet.
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Diversity policy of the Supervisory Board (SB)
members
The SB annually reviews its own composition considering many
elements.
As part of the 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 its
composition in the medium term, with profiles bringing particular skills
in ESG/sustainability, retail and finance 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. Sizing of the Supervisory Board
In accordance with the law, the SB must have between 8 and 14
members. As of December 31, 2025, the SB comprises 8 members.
The SB will propose to the 2026 General Meeting to adjust the current
size to 9 SB members, to improve its composition and add Retail
expertise to its skills profile.
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, 2025
Average age of SB members 54.2 years
Average seniority of SB members 3.7 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
gender must be at least 40%. However, for a SB composed of not more
than 8 members, the difference between each gender may not exceed
two seats, which is the case with 5 men and 3 women. The SB shall be
composed of profiles of different nationalities in order to have broad and
multicultural points of view especially with nationals of countries in
which the Group operates.
Subject to the appointment of Ms Carole Benaroya by the 2026 General
Meeting, the proportion of women will rise to 44.4%.
As at December 31, 2025
Proportion of women 37.5%
Proportion of men 62.5%
Number of nationalities within the SB 4
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
given the Group's disciplined capital allocation framework and capital
recycling strategy;
• 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/generational consumption
trends to support and understand the development of the Group's
digital strategy, including how URW leverages proprietary data and
artificial intelligence (AI), and to assess all growth opportunities and
challenges associated notably with the evolution of e-commerce and
AI;
• 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 cybersecurity and health/safety; and
• Expertise in corporate governance/remuneration to maintain a
high level of corporate governance requirements, in particular,
executive compensation.
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Supervisory Board (SB) member experience matrix
Skills/experience
Jacques Richier
(1)
Roderick Munsters
(1)
Julie Avrane
(2)
Michaël Boukobza
(2)
Sara Lucas
(1)
Jules Niel
(1)
Xavier Niel Aline Sylla-Walbaum
(2)
%
Executive or Board member
•• ••••••
100
Retail/real estate/asset management
•• • ••
63
Finance/audit
•• ••••••
100
ESG/sustainability
•• •••• •
87
Digital/e-commerce/Generational
consumption trends
•••••••
87
Corporate governance
andremuneration
•• ••• ••
87
Risks/compliance
•• • • •
63
Restructuring/disposals/divestments
••••••
75
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
1
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,
andhas not been one during the previous 5 years.
2
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.
3
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,
thefinancial 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 a corporate 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.
7
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 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.
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Supervisory Board (SB) members independence analysis as at December 31, 2025
62.5% of the SB members, i.e. 5 out of the 8 members, have been qualified as independent by the SB as at December 31, 2025.
At its meeting on March 12, 2026, 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 31/12/2025
Criterion 1
Not an
employee or
executive
officer
within the
previous
5 years
Criterion 2
No crossed
mandates
Criterion 3
No
significant
business
relationship
(analysis on
following
pages)
Criterion 4
No close
family ties to
a company
officer of the
Company
Criterion 5
Not an
auditor of
the
Company
within the
previous
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
MB
Criterion 10
Not
representing
a MB
member
within the
previous
12 months
Qualification
determined by
the SB
Mr Jacques
Richier
(1)
2.6 Independent
Mr Roderick
Munsters
(1)
8.6 Independent
Ms Julie Avrane
(2)
5 Independent
Mr Michaël
Boukobza
(2)
1.2 Non-independent
Ms Sara Lucas
(1)
2.6 Independent
Mr Jules Niel
(1)
0.3 Non-independent
Mr Xavier Niel
5 Non-independent
Ms Aline
Sylla-Walbaum
(2)
4.6 Independent
Independence rate
62.5% (5/8)
(3)
(1) Audit Committee.
(2) Governance, Nomination and Remuneration Committee.
(3) Subject to the appointment of Ms Carole Benaroya at the 2026 AGM, the independence rate will be 67% (6/9).
Upon the recommendation of the GNRC, the SB qualified 5 SB members
as independent and qualified Mr Boukobza, Mr Jules Niel and Mr Xavier
Niel 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 holding more than 10% of the
Company’s capital.
Based on the threshold notification to the Company, the Niel Family
Group holds 21,666,482 Stapled Shares through a controlled company
Rock Investment (i.e. 15.1% of the capital and voting rights of the
Company) and 16,179,844 Stapled Shares held by assimilation as at
December 31, 2025.
Regarding Mr Jules Niel, the SB noted that he did not meet criterion n°4,
as there are family ties between Jules Niel and Xavier Niel, SB Member
of the Company; and did not meet criterion n°8, as Jules Niel is part of
the Niel Family Group, which controls a major shareholder of the
Company, holding more than 10% of the Company’s capital.
Regarding Mr Xavier Niel, the SB noted that he did not meet criterion
n°4, as there are family ties between Xavier Niel and Jules Niel, SB
Member of the Company; and did not meet criterion n°8, as Xavier Niel is
part of the Niel Family Group, which controls a major shareholder of the
Company, holding more than 10% of the Company’s capital.
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 Management Board (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 2025, 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
criterion3 detailed below, the SB concluded that Mr Jacques Richier is
independent.
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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, Mr Jules Niel and Mr Xavier Niel,
given their other roles outside the Group.
There is no direct or indirect business relationship between the URW
Group and Mr Michaël Boukobza, Mr Roderick Munsters, Ms Sara Lucas
and Ms Sylla-Walbaum, hence no further detailed assessment was
made on criterion3.
In assessing whether an SB member is independent in accordance with
the Afep-Medef Code and the SB Charter, one criterion (criterion3) 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 2025.
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, 2025.
After verification, it is noted that URW does not have any business
relationships with Rothschild Martin Maurel, Allianz Partners (France),
Allianz Direct (Germany) and Allianz Maroc (Morocco).
URW does have business relationships with IDI SCA, Allianz France
Group and Diot-Siaci.
Given the following, 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 criterion3.
Idi SCA
A lease was signed in March 2022 (i.e. before Mr Richier’s appointment
at URW) by Culturespaces Germany GmbH, German subsidiary of
Culturespaces, with Unibail-Rodamco ÜSQ Rouge B GmbH & Co. KG,
property owning company of Westfield Hamburg-Überseequartier
(WHU). Culturespaces operates a digital immersive experience in WHU
which opened on April 8, 2025. IDI SCA is a shareholder in
Culturespaces.
In addition, Mr Richier’s independence has also been qualitatively
analysed.
Specifically, (i) he is not involved in the day-to-day operations or 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
limited. Allianz France is one of URW’s insurers for the following 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 2025.
In addition, Mr Richier’s independence has also been qualitatively
analysed.
Specifically, (i) he is not involved in the day-to-day operations or 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 2025 commissions or fees paid to Diot-Siaci represent 2.2%
of the total amount of insurance premiums of the URW Group.
In addition, Mr Richier’s independence has also been qualitatively analysed.
Specifically, (i) he is not involved 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.
Analysis of Ms Julie Avrane, Mr Jules Niel
and Mr Xavier Niel’s 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 Ms Julie Avrane, Mr Jules Niel and Mr
Xavier Niel given their other roles outside the Group as at December 31,
2025, respectively as non-Executive Directors of Bureau Veritas,
Devialet and Free, with which URW has business relationships.
The GNRC assessed the business relationships between URW and
Bureau Veritas, Devialet and Free in terms of financial relationship,
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 2025. After thorough analysis, those
business relationships were qualified respectively as non-material.
Therefore, based on the work of the GNRC, the SB concluded that Ms
Julie Avrane, Mr Jules Niel and Mr Xavier Niel are independent with
respect to this criterion no3.
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, 2025, the
URW Group remains below the above-mentioned thresholds.
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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. In 2025, elections for the EEC and the French
Work Council (CSE) were held, followed by integration and meetings
after the appointments.
Succession planning of the Supervisory Board (SB)
Succession planning is key to the long-term competitiveness and
growth of the Company. Departure or incapacity of key people from top
management (Management Board and Executive Committee) 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 12, 2026, SB meeting, upon GNRC recommendation, the
SB decided to propose at the 2026 General Meeting (GM) the renewal of
the SB mandates of Mr Jacques Richier and Mr Roderick Munsters for a
period of 3 years. At the August 28, 2025, SB meeting, upon GNRC
recommendation, the SB decided to propose at the 2026 GM (i) the
ratification of the co-optation of Mr Jules Niel as SB member to replace
Ms Susana Gallardo whose SB mandate was due to expire at the 2027
GM and (ii) the appointment of Ms Carole Benaroya as independent SB
member for a period of 3 years.
The SB believes that such redesign of its composition will enable an
appropriate size (9 members) and increased skills set, while ensuring a
wide range of relevant knowledge and experience, and a balanced
diversity to perform its duties in the most appropriate manner.
2.2 Management and supervisory bodies
Corporate Governance and Remuneration
Work of the GNRC
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59
Universal Registration Document 2025 | 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 2025
In 2025, the SB held 8 meetings (including 2 ad hoc meetings), and 1 specific day dedicated to the Group’s strategy (strategic retreat).
Attendance of members at Supervisory Board and committees meetings
SB members as at December 31, 2025
SB
8 meetings
AC
8 meetings
GNRC
6 meetings
Mr Jacques Richier 100% (8/8) 100% (8/8) –
Mr Roderick Munsters 100% (8/8) 100% (7/7) 100% (1/1)
Ms Julie Avrane 100% (8/8) 100% (3/3) 100% (4/4)
Mr Michaël Boukobza 87.5% (7/8) – 100% (6/6)
Ms Sara Lucas 100% (8/8) 100% (8/8) –
Mr Jules Niel (SB mandate started on August 28, 2025) 100% (3/3) 100% (1/1) –
Mr Xavier Niel (SB mandate started on April 29, 2025) 83.3% (5/6) 100% (4/4) –
Ms Aline Sylla-Walbaum 100% (8/8) – 100% (6/6)
Average attendance rate 96.4% 100% 100%
The member attendance rate was 96.4% for all SB meetings in 2025,
including ad hoc and regular meetings, for members sitting as at
December 31, 2025.
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 and contact the Management Board
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 2025, the SB Strategic Retreat
was held in Paris (France) to meet with local teams.
The SB and the MB focused on (i) Financial Strategy & Framework, (ii)
Development Updates, (iii) US Growth Opportunity, (iv) Ecosystem of
Performance (Brand & Media, Data strategy, Franchising
business), and (v) Organisational Strategy and simplification.
Throughout 2025, in-depth discussions were held on the Group’s
strategic objectives, challenges and opportunities.
Non-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 “non-executive sessions”).
Eight non-executive sessions were held in 2025. 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
ofexpression.
Topics on the agenda notably included: SB succession plan (ratification,
renewal and appointments), SB and committees’ effectiveness
assessment and related feedback/action plan; MB compensation and
objectives, MB succession plan (appointments, renewal and
assessment), relevance of an ESG committee, SB Charter, governance
considerations, and SB independence level.
Onboarding of the new Supervisory
Board 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.
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Further to the co-optation of Mr Jules Niel on August 28, 2025, a
programme was specifically set up, and meetings with the SB and MB
members, senior executives, and the Statutory Auditors were
programmed.
Further to the SB decision on August 28, 2025, to propose the
appointment of Ms Carole Benaroya as SB member at the 2026 AGM, a
personalised programme was set up as early as Q1-2026. Additionally,
it was agreed to invite her as an SB guest (under a confidentiality
agreement and without any voting right) prior to her formal
appointment, and to give her access to the relevant documentation.
Supervisory Board members ongoing trainings
An annual half-day training session is organised for all SB and MB
members, often associated with the visit of one or more Group’s assets.
In addition, asset visits are organised throughout the year. In May 2025,
visits of Westfield CNIT, Westfield Les 4 Temps and Triangle were
organised during the Investor Day.
Various topics were scheduled for this half-day in 2025. The sessions
focused on: (i) Artificial Intelligence (AI), with an update on URW AI
Roadmap presented by the CCRO, the Group Director of IT, the Group
Director of Data & Digital, and a well-known AI expert; (ii) Assets in
Motion, with a business case study facilitated by the CSIO, the COO
Southern Europe and his team; (iii) Global geopolitical prospects and
risks for 2025-2030 presented by a French political scientist specialised
in geopolitical and strategic analysis; and (iv)Climate adaptation, with an
update on climate risk assessment with the CRSO, the Group Director of
Sustainability and the Head of Climate & Environment Strategy. Specific
documentation on URW Risk Management framework was also provided
to the SB.
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 2025, upon recommendation of the GNRC, the SB
conducted its formal assessment internally given that an external
evaluation would be more valuable in 2026 once the SB is restructured
and new members have more insights to share.
Implementation of 2024 evaluation recommendations
The areas of improvement identified during the 2024 assessment
process were continuously followed as a priority in 2025, in light of the
action plan set and monitored by the GNRC Chair and the SB Chairman,
with a list of potential actions to be implemented to improve the
effectiveness of the functioning of the SB, its Committees and
theCompany.
In 2025, the GNRC ensured the implementation and proper follow-up of
the action plan with 2 specific sessions scheduled at GNRC/SB levels.
Under the supervision of the GNRC, the SB, alongside the MB, ensured
that these priorities were respected, integrating them into the subjects
of attention during regular or ad hoc meetings, specific trainings and at
the annual SB Retreat. There are still ongoing items identified which will
remain under scrutiny in 2026.
2025 Supervisory Board assessment
The SB, upon recommendation of the GNRC, decided to carry out
the 2025 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 Chair approved the content of the evaluation questionnaire in
early October 2025. The questionnaire was sent out and then completed
anonymously, and with confidentiality ensured, in October and November
2025 by the members of the SB, the CEO and the CRSO. The SB
questionnaire comprised 59 questions covering 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 andindependence, etc.
Individual interviews with the SB Chairman were scheduled in parallel
in November 2025 during which the SB Chairman shared the individual
assessment and contribution of each SB Member. This enabled each
SB member to evaluate their positive impact and the potential rooms
for improvement they have to perform their duties. At meetings held in
December 2025, the results were discussed by the GNRC and then the
SB, via a report and a rating grid.
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 4.5/5, 4.5/5 for
the AC and 4.5/5 for the GNRC. The SB assesses positively its overall
effectiveness and its managerial culture at 8.6/10. The SB welcomes an
overall improvement compared to 2024 scores.
The SB considers itself to have a high level of expertise in terms of
culture and behaviour with a range of skills and experience considered
satisfactory. However, the size optimisation and the level of
independence of the SB shall remain under scrutiny including by proxies
and investors. ESG, Retail (US notably) and financial profiles shall
remain a focus for next set of SB candidates. However, the SB may
display a diversification in its expertise and perspective (digital and
retail skills of the new SB Members).
The leadership of the SB Chairman is undeniable. He is seen as seriously
involved and leads an effective SB with experienced members, playing
a crucial role in keeping all SB members informed. The relations
between the SB Chairman, the CEO and the Committee Chairs are
effective, with everyone working in mutual respect. The new Committee
Chairs have taken on their new duties with great dedication.
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The interactions between the SB and the MB are fluid and they are
accessible to each other. The MB has established a climate of trust and
transparency with the SB, which was very well received. SB members
can interact freely and express their views (open and transparent
discussions), with a high level of integrity and respect towards
othermembers.
The GNRC, AC and SB documentation is rich and detailed, executive
summaries are highly appreciated and well-structured with emphasis
on key issues and decisions. Significant progress has thus been made.
They may nevertheless gain in concision.
The SB raised other points for improvement, such as additional
information on competition, public affairs and ESG.
Action plan for 2025-2026
The action plan includes recommendations on several pillars of
evaluation (strategy, governance, culture and operations). The SB
Chairman and the GNRC Chair will be responsible for developing and
monitoring this action plan.
As regards engagement, transparency and communication with the MB,
the SB Chairman will meet regularly with the CEO, and individual SB
members, as often as desired. Objectives will be defined according to a
'Management Board scorecard' with clear objectives and structured
feedback.
To strengthen the supervision of strategy and risks, specific training
sessions have been and will be organized on best practices, possibly
with external experts. In-depth strategic meetings, notably on the US
market, and site visits will be scheduled. To further improve internal
control, external evaluations have been and will be implemented.
Quarterly meetings between the AC Chairman and the Statutory
Auditors have now been set up.
Regarding the optimisation of SB processes, the SB will focus on
process review and will assess new procedure effectiveness. The SB
will diversify the information sources and will attend relevant events on
voluntary basis (EPRA, MAPIC, etc.). The new SB Members will share
digital and retail perspectives. The SB has requested that disclosures be
reinforced on SB functioning in the 2025 URD and in the future
(onboarding, SB information quality, report on effectiveness, individual
assessment of SB members).
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 2025
Group strategy • 2025-2028 business plan "A Platform For Growth" (May 2025 Investor Day);
• Investment and divestment operations in 2025;
• 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
andreporting
• Review and discussion of the deleveraging programme and Group liquidity forecast;
• 2026 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;
• 2025 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 Regulatory/
Compliance, Development, Health/Safety and Crisis Management risks); and
• Focused review of selected risk management topics.
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Principal responsibilities of the Supervisory Board Key areas discussed, reviewed and/or approved in 2025
Governance and compliance with relevant laws
andregulations
• 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;
• Annual review of the independence of SB members with a focus on business relationships;
• Voluntary delisting from ASX (Australia) of financial instruments (CDI);
• Proposed streamlining of URW's legal structure through an internal reorganisation;
• 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 • Succession planning and overall composition of the SB, MB (notably the new CEO and CIO
appointments) and Executive Committee (EC);
• Annual review of the SB and committee composition and rotation, and harmonisation of the rotation
ofSB mandates;
• Decision to appoint a new independent SB member at the 2026 GM; and
• Renewal, appointments and co-optation of SB members, onboarding of a new SB member,
establishment and follow up of tailored onboarding and integration programme for the co-opted new
SB member.
Group Remuneration Policy and performance
assessments
• 2025 MB and EC members remuneration (including fixed income, level of attainment of annual STI and
LTI targets);
• 2025 LTI envelope and Company Savings Plan;
• 2025 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 Chairman and the GNRC Chair.
ESG (please refer to 3.2.1 Chapter: General Disclosures) • MSCI and ISS indicators;
• Follow up of Better Places 2030 Strategy; and
• Non-financial information disclosure, and CSRD Updates.
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 2025 General Meeting voting results, corporate governance roadshow and
communications;
• Updates on shareholder composition;
• 2025 General Meeting materials (agenda, resolutions, etc.); and
• Universal Registration Document 2024 (SB Chairman’s report, governance, MB/SB Remuneration
Policy, risk management and internal control systems, etc.).
2025 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:
• Sustainability – Chapter 3;
• New remuneration criteria and governance - Chapter 2; 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 2025. All topics discussed at GNRC and AC
levels are systematically reported to the SB.
On Strategy, the SB focused on URW’s 2025-2028 business plan,"A
Platform for Growth", which consists in driving further growth and
sustainable value creation over the next four years, building on the
momentum the Group has created through its incredible portfolio of the
best assets in the top cities in Europe and the US, and the iconic
Westfield brand.
On business, the SB discussed extensively and several times (i) the
deleveraging/divestment strategy (Europe and the US) notably the
disposal of Stadshart Zoetermeer, the buy-out of shares of Wheaton, the
acquisition of parts of Edinburgh Saint-James Quarter, the disposal of
Pullman Paris-Montparnasse, US airports SPA signing, Viparis Phase 3
Total Investment Cost (TIC) (Hall 2 and 3), and the disposal of Palais Vest;
(ii) URW’s five largest development pipeline and land banking projects,
with regular deep dives conducted at AC or SB level; (iii) Westfield
Hamburg-Überseequartier (“WHU”) (business updates and TIC
evolution); (iv) brand franchising opportunities, (v) and Westfield Rise
updates.
On financial and organisational topics, the SB focused on (i) a major
transformation project to align and optimise the Group finance
processes and organisation, (ii) the threshold decisions of the MB
requiring the prior approval of the SB, (iii) Viparis refinancing, (iv) PEAB
accounting and financial treatments, related AC decision (dispute with
PEAB, Westfield Mall of Scandinavia construction company) and
post-mortem, and the (vi) hybrid transaction/refinancing.
On ESG and sustainability, the SB reviewed and discussed the non-financial
information disclosure, and the CSRD (regular updates) and its audit
approach. The SB reviewed 2024 sustainability performance particularly
on Better Places commitments. The SB approved the 2024 Sustainability
Statement. In July 2025, the SB noted the AC approval of the updated 2025
double materiality analysis. The SB also reviewed the new ESG strategy’s
KPIs and target considerations in preparation of the 2026 MB
Remuneration Policy. The SB also focused, as it does annually, on the
relevance of an ESG committee and agreed on GNRC recommendation to
not add a specific ESG Committee to its current AC and GNRC committees.
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On Risk Management, Health & Safety, Crisis Management,
Development and Regulatory & Compliance risks were further
examined by the AC and presented to the SB as part of the Group’s risk
mapping, this includes Cyber and Artificial Intelligence (AI) risks (IT
System & Data - Continuity and Integrity). Artificial Intelligence was
also one of the topics examined in depth during the 2025 SB Training at
the request of the AC.
On corporate bodies, the SB focused on (i) the MB succession planning
(appointment of the new CEO (former CSIO) and appointment of the new
CIO, renewal of the mandate of the CRSO, and CCRO new scope) and
related remuneration decisions, (ii) the SB members’ mandates
renewal, ratification and appointments proposed at the 2025 General
Meeting, (iii) the co-optation of a new AC/SB member on August 28,
2025, replacing Ms Susana Gallardo, and (iv) the decision to propose the
appointment of a new independent SB member at the 2026 General
Meeting. The SB also focused on the appointments of the new AC and
GNRC Chairs and of the new SB Vice-Chairman; and on the composition
of both AC and GNRC committees.
On governance, the SB worked on the cross-border merger between
Unibail Rodamco TH B.V. and the Company, the proposed streamlining
of URW's legal structure through an internal reorganisation, and
voluntary delisting from ASX (Australia) of financials instruments (CDI),
the SB effectiveness action plan, and the SB Retreat Programme.
Environmental and social governance (ESG)
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. The URW “Senior Management” Group
includesemployees with a level 15 or higher position, and any employee
with country responsibility for Leasing, Legal, Investment or
Development/Construction; 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 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 62.5% of members are
independent at year-end 2025. 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, Shareholder
Engagement Guidelines have been published and are available on the
Group’s website. They provide 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). The Investor Relations team, regularly accompanied by
MB members, meets investors during post-results roadshows, as
well as during the 10–15 investor conferences they attend globally
and the Investor Day, the last one was scheduled in May 2025. These
discussions are focused on the Group’s strategy, financial information
and performance. In 2025, the team undertook around 225 meetings
with c. 100 existing investors representing over 67% of the
institutional shareholder base, and c. 125 potential investors;
• ESG and non-financial performance. ESG team, together with the
Investor Relations team, meets with investors’ dedicated ESG teams
or non-financial rating agencies; and
• Corporate governance, with 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.
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2.2.2.4 Specialised Supervisory
Board (SB) 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-Chairman may temporarily replace the SB Chairman if he is
absent or incapacitated.
The SB Vice-Chairman is involved in the succession planning of the SB
Chairman, throughout the full process.
Audit Committee
Audit Committee compositionas at December31, 2025
The AC is chaired by Mr Roderick Munsters andconsists of 4 members, 3 members including the AC Chairman being independent.
The AC members are selected by the SB, uponthe 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 companieswhich apply the IFRS accounting standards.
Audit Committee Duties
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 Chairman 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.
Audit Committee meetings
Typically, the MB members 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 of
Performance Management, the Group Director of Risk Management, the
Group Director of Consolidation & 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 documents, 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 8 times in 2025 (including 3 ad hoc meetings dedicated to
PEAB Litigation, and 4 times in the presence of the Statutory Auditors).
A specific working session was organised in early July 2025 to deep dive
on the Development Projects Approval Process.
Membership attendance was 100% for all AC meetings.
Mr Roderick Munsters
Independent Chairman
Ms Sara Lucas
Independent
Mr Jules Niel
Non-independent
Mr Jacques Richier
Independent
75% 25%
PERCENTAGEOF INDEPENDENT MEMBERS
75%
AVERAGEATTENDANCE
100%
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Five sessions outside the presence of the Management Board and
Executive Directors were held in 2025, during which various topics were
discussed such as the Budget timeline, CSRD requirements, the
financial resolutions to be submitted at the 2025 AGM, risk
management, AC documentation timeline, WHU Total Investment
Costs (TIC), the cross-border merger between Unibail-Rodamco TH B.V.
and the Company, AC effectiveness, vacancy and valuations.
In 2025, the AC focused on special items such as Viparis refinancing,
Procurement Process and Policy, refinancing of the hybrid, proposed
streamlining of URW's legal structure through an internal
reorganisationand voluntary delisting from ASX (Australia) of financial
instruments (CDI), WHU project (business considerations and TIC),
PEAB accounting and financial treatments and related AC decision
(dispute with PEAB, "Westfield Mall of Scandinavia" construction
company), the cross-border merger between Unibail-Rodamco TH B.V.
and the Company, major development projects with regular deep dives
scheduled, and a major transformation project to align and optimise
finance processes and organisation.
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.
The AC reviewed 2024 sustainability performance particularly on
Better Places commitments. The AC also agreed to recommend the SB
approval’s of the 2024 Sustainability Statement. Throughout the year,
the AC reviewed key topics including: regulatory developments
(particularly linked to Omnibus directive) improvement areas (related to
“2024 first application note”) identified following the publication of the
first sustainability statement ensuring progress on regulatory
compliance and reporting practices. In July 2025, the AC approved the
updated 2025 double materiality analysis.
Furthermore, in 2025, Health & Safety, Crisis Management,
Development and Regulatory & Compliance risks were examined and
challenged by the AC as part of the Group’s risk mapping. Cyber and
Artificial Intelligence (AI) risks were also discussed as part of the
Group’s risk mapping (IT System & Data - Continuity and Integrity).
Artificial Intelligence was also part of the topics extensively challenged
during the 2025 SB strategic Seminar at the request of the AC.
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.
Principal responsibilities of the AC Key areas discussed, reviewed and/or recommended for approval to the SB in 2025
Group financial policy • 2025-2028 business plan "A Platform For Growth" (May 2025 Investor Day);
• Strategic initiatives relating to the balance sheet, including deleveraging and access to capital;
• 2025 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 2025;
• 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;
• CSRD updates;
• Review of non-financial information disclosure process;
• 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;
• 2025 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 Regulatory/
Compliance, Development, Health/Safety and Crisis Management risks; and
• Focused review of selected risk management topics.
Governance • Annual evaluation of the functioning and efficiency of the AC (self-assessment process);
• Voluntary delisting from ASX (Australia) of financial instruments (CDI); and
• Proposed streamlining of URW's legal structure through an internal reorganisation.
Shareholder outreach and engagement • Shareholder engagement and feedback.
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Governance, Nomination andRemuneration Committee(GNRC)
The GNRC believes that having a single committee dedicated to both nomination and remuneration improves 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 RemunerationCommittee composition asat December 31,2025
The GNRC is chaired by Ms Aline Sylla-Walbaum andconsists of 3 members, 2 members being independent, including the GNRC Chair.
Governance, Nomination andRemuneration
Committee Duties
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.
Governance, Nomination andRemuneration
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, and the Group Data
Protection Officer (GDPO) presents her annual report. Additionally,
other persons may be invited to attend by the GNRC Chair, 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 documents, 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 andRemuneration
Committee activities
The GNRC met 6 times in 2025 (including 2 ad hoc meetings dedicated
to SB and MB Succession plans). The SB Chairman is invited to GNRC
meetings as required.
5 meetings were held outside the MB’s presence in 2025, where the
following topics were discussed: SB and specialised committees’
effectiveness and related action plan; SB succession planning and
2025 renewal, co-optation and appointments (including appointment of
committee members and Chairs); SB independence and sizing, profile
and experience matrix; SB Charter and rotation rules; new SB Members
onboarding programs; MB succession planning with a focus on the CEO
succession/appointment, CIO appointment, CRSO renewal and CCRO
scope (and related remunerations); CEO 2025 objectives; and the
relevance of an ESG committee.
The overall attendance rate of GNRC members was 100% for all GNRC
meetings (ad hoc and regular) in 2025.
Ms Aline Sylla-Walbaum
Independent Chair
Ms Julie Avrane
Independent
Mr Michaël Boukobza
Non-independent
33% 67%
PERCENTAGEOF INDEPENDENT MEMBERS
67%
AVERAGEATTENDANCE
100%
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In 2025, the GNRC discussed the sustainability metrics used in short-
term incentive (“STI”) and long-term incentive (“LTI”) targets.
RegardingLTI, the GNRC worked on the ESG scorecard and its criteria,
details, and overall weight (25%); for more details, see section 2.3.2.
Remuneration Policy. 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, as well as related disclosures
in the URD. The SB experience matrix was discussed on several
occasions by the GNRC, who focused on ESG skills and expectations
regarding the SB profile and pipeline for future SB candidates. The
GNRC also focused on 2025 achievements in terms of People key KPIs,
such as diversity and community. The GNRC discussed the relevance of
an ESG Committee as it does annually, and agreed to recommend that
the SB maintain its decision to not add a specific ESG Committee to its
current committees (Audit Committee and GNRC) 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 concerns about URW not having a dedicated
ESG Committee, and (iii) the current size of the SB does not allow for
room for an additional committee. Furthermore, ESG is always at the
agenda of the annual SB training.
Principal responsibilities of the GNRC Key areas discussed, reviewed and/or recommended for approval to the SB in 2025
Governance and compliance with relevant laws
andregulations
• 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;
• 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 its committees (self-assessment
process, including approach).
Succession planning • Succession planning and overall composition of MB (notably the new CEO and CIO appointments) and
Executive Committee (EC);
• Annual review of the SB and committee composition and rotation, and harmonisation of the rotation
ofSB and committee mandates;
• Decision to propose the appointment of a new independent member at the 2026 General Meeting; and
• Renewal, appointments and co-optation of SB members in 2025, establishment and follow up of
tailored onboarding and integration programmes 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
andremuneration);
• 2025 AGM materials (agenda, resolutions, etc.); and
• Universal Registration Document 2024 (SB Chairman’s report, governance, MB/SB Remuneration
Policy, risk management and internal control systems, etc).
Company Remuneration Policy and performance
assessments
• 2025 MB members remuneration (including fixed income, level of attainment of annual STI
andLTItargets, specifically redesign of ESG targets);
• 2025 LTI envelope and Company Savings Plan;
• 2026 MB and SB Remuneration Policies; and
• Annual evaluation of the functioning and efficiency of the MB.
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2.2.2.5 Additional information related to
Management Board (MB) and
Supervisory Board (SB) members
Statements of the members of the
Management Board and the Supervisory
Board
No convictions or offences
To 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;
• Been 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.
Conflicts of interest
No close family relationships
With the exception of Mrs Jules Niel and Xavier Niel, 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, 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.
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
During the 2025 financial year, no SB nor MB members were 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
In accordance with Articles L. 225-86 and seq. and L. 22-10-29 and seq.
of the French Commercial Code, the SB has implemented a procedure
for the identification and qualification (ex-ante) and monitoring (ex-post)
of related party agreements and common agreements, last updated on
February 12, 2025. 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
In accordance with Article L. 225-86 of the French Commercial code, no
related party agreement or commitment was entered into and
authorised during the 2025 financial year. The Participation
Maintenance and Subscription Right Agreement entered into by the
Company with URW N.V. amended on July 2024 continued during the
financial year ended on December 31, 2025.
Management Board and Supervisory Board member
share ownership requirements
In order to align the interests of the MB members with those of the
shareholders, and pursuant to a SB decision, MB members are required
to comply with strict obligations governing the holding of investment in
Company securities, in accordance with Article L. 225-185 of the French
Commercial Code.
Furthermore, in line with the Afep-Medef Code, MB members are
expressly prohibited from entering into hedging transactions on the
Company’s shares.
With the same objective of promoting alignment of interests between
shareholders and members of the Supervisory Board, in accordance
with the Afep-Medef Code and with Article 3.3 of the SB Charter, 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 equal 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, 2025, 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.
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2.2.3 The Executive Committee
Until December 31, 2025, the Executive Committee (“EC”), chaired by
Mr Jean-Marie Tritant as CEO, comprised the Group’s 11 main
executives, representing the geographical areas in which the Group
operates as well as the corporate functional units.
Starting from January 1, 2026, the EC is chaired by Mr Vincent Rouget
and is made up of the Group’s 11 main executives (with Ms Kathleen
Verelst replacing Mr Vincent Rouget as CIO).
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 fortnightly 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.
1345678CHAPTER 2
Bruno Donjon
COO
Southern Europe
Jakub Skwarlo
COO
Central Europe
Vincent
Jean-Pierre
COO
Northern
Europe
Dominic Lowe
COO
US
Fabrice Mouchel
Chief Financial Officer
MB member
Kathleen Verelst
Chief Investment
Officer
MB member
Vincent Rouget
Chief Executive Officer
Chairman of the MB
Anne-Sophie
Sancerre
Chief Customer
and Retail Officer,
COO Europe
MB member
Sylvain Montcouquiol
Chief Resources and
Sustainability Officer
MB member
Christi
Karandikar
EMD, Group
People
Officer
Regional heads
David Zeitoun
EMD, General
Secretary
Group
General
Counsel
as of January 1, 2026 Functional heads
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2.3 Management and Supervisory Boards’ remuneration
A word from the Governance, Nomination and Remuneration Committee Chair
Dear shareholders,
URW has delivered strong operational results in 2025, confirming the
recovery from the 2020/2021 pandemic and paving the way for future
growth, as set out at the May Investor Day with the presentation of ‘A
Platform for Growth' 2025-28 business plan. The Group delivered a
strong retail performance supported by increased footfall and tenant
sales, dynamic leasing activity and record low vacancy
The deleveraging program progressed rapidly with 25 disposals
achieved or secured over 2025 and 2026 to date, including non-core
activities, thereby contributing to the simplification of the Group's
operations and further focusing its activities and teams on its core retail
business. Capital-light growth initiatives were initiated, with the Group's
first franchising contract with Cenomi in Saudi Arabia, and the
acquisition of a 25% stake in St James Quarter in Edinburgh.
URW confirmed its position as the world's most sustainable real estate
company (as rated by Corporate Knights), with 28 assets now Better
Places-certified, and 74% of eligible revenues covered by our
Sustainable Retail Index. Carbon emissions on Scopes 1, 2 & 3, have
now been reduced by 44.9% vs our 2015 baseline, consistent with the
Paris Agreement.
On April 8, 2025, the Westfield Hamburg-Überseequartier shopping
centre successfully opened to the public, immediately becoming a
destination centre for the Hamburg region, welcoming 9.4 million visits
in 2025 and achieving the quickest brand awareness increase ever
recorded for a Westfield opening or rebranding (as measured by an
online survey done to the centres catchment population, rising from
20%prior to the opening to 59% brand awarenessafter the opening
campaign).
Supervisory Board update
Our Supervisory Board evolved significantly during 2025. On February
12, Cécile Cabanis resigned and was replaced by Roderick Munsters as
Audit Committee (AC) Chair and SB Vice-Chair. I, Aline Sylla-Walbaum,
replaced Roderick Munsters as GNRC Chair. Dagmar Kollmann and
Michel Dessolain later announced that they would not seek renewal of
their mandate after the April 29 AGM.
At the 2025 AGM, Julie Avrane's mandate was renewed, and she
became a GNRC member, leaving the AC. Michaël Boukobza was
confirmed as a non-independent SB and GNRC member, and Xavier Niel
returned after a brief absence as non-independent SB member.
On June 25, Susana Gallardo resigned from the SB for personal
reasons, and was replaced from August 28, upon proposal from Groupe
Familial Niel, by Jules Niel as a non-independent SB and AC member.
On that date, it was also announced that Carole Benaroya would be
proposed as an independent SB member at the upcoming 2026 AGM.
I am confident that this renewed Supervisory Board provides a strong
and diverse set of skills to accompany the Group in its upcoming chapter
of growth.
Management Board nominations
On October 23, the SB announced the appointment of Vincent Rouget,
previously Chief Strategy and Investment Officer and COO Europe, as
CEO from January 1, 2026, replacing Jean-Marie Tritant.
Jean-Marie Tritant led the Group turnaround and reshaping through a
very challenging period, and his vision and contribution will continue to
benefit the Group in its next chapter. By accelerating the succession, the
SB secured long-term leadership for the execution of the ‘A Platform
for Growth’ 2028 business plan and beyond.
This appointment coincided with several changes in the MB role
distribution starting from January 1, 2026. Anne-Sophie Sancerre
extended her responsibilities to COO Europe, Kathleen Verelst was
appointed as Chief Investment Officer, and Sylvain Montcouquiol’s
mandate was renewed as Chief Resources and Sustainability Officer.
This new Management Board now presents a unique set of business and
leadership skills that I trust will take the Group forward in executing its
strategy.
Terms of departure of the Chief Executive Officer
After a long tenure and an exceptional career at URW, Jean-Marie
Tritant’s MB mandate was interrupted three years before its natural
term. The SB, upon GNRC recommendation, reviewed whether Mr
Tritant’s departure is eligible for an indemnity for loss of office. As a
reminder, there are two eligibility conditions under the URW MB
remuneration policy, in compliance with the Afep-Medef code: the loss
of office takes place as a result of forced departure, and a performance
condition, whereby the average STI performance over the past three
financial years reaches a minimum of 75% of target. Mr Tritant meets
both conditions.
As a reminder, under the URW MB remuneration policy, and in
compliance with the Afep-Medef code, the indemnity for a MB member
with at least 3 years of MB tenure is limited to 24 months of the monthly
reference compensation. This reference compensation is defined as the
monthly fixed income at the date of departure, plus 1/12 of the average
STI actually paid (or payable) in respect of the last two full financial
years in office.
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In determining the amount of the indemnity, various factors were
considered by the GNRC and SB, including Mr Tritant’s remaining 3
years in the current 4-year mandate, his long tenure in the Group and as
a MB member (28 and 12 years, respectively), his outstanding track
record in leading the Group, executing its turnaround at a critical time,
planning for its future with the ‘A Platform for Growth’ business plan
presented to the market in May 2025, and finally supporting his own
succession and leading the transition after October 23, 2025 until year-end.
The SB, upon GNRC recommendation, decided to set the indemnity for
loss of office at 24 months of the reference salary, or €5,053,432. This
amount remains subject to a binding say-on-pay vote at the 2026 AGM.
In accordance with the remuneration policy, Mr Tritant’s outstanding
Performance Share and Performance Stock Option awards were
forfeited on a time prorata basis upon his departure, except for the
plans vesting in March 2026 due to their imminent vesting. A total of
57,235 PS and 57,235 SO were cancelled, and the remainder will be
delivered at the normal vesting date and remain subject to the
applicable performance conditions.
Management Board remuneration decisions
For the renewed MB, the SB, upon GNRC recommendation, decided to
apply a conservative approach to fixed income, in conjunction with a
more leveraged approach to long-term performance.
For his first mandate as CEO, Vincent Rouget’s Fixed Income was set at
€900k, i.e. 25% lower than his predecessor’s. This effort of moderation
in Fixed Income reflects and supports the general reduction in the fixed
costs base of the Group. A similar moderation was applied to the Fixed
Income of MB members, with the renewal of Sylvain Montcouquiol’s
mandate without fixed income increase, the extension of responsibility
for Anne-Sophie Sancerre without increase, the Fixed Income of
Kathleen Verelst set at £ 440k (equivalent to around €500k, below that
of the former Chief Strategy and Investment Officer), and the re-
alignment of Fabrice Mouchel’s Fixed Income to its 2024 level, for
consistency.
In conjunction, to support the delivery of the ambitious ‘A Platform for
Growth’ (P4G) business plan, the Long-Term Incentive that can be
granted to the MB is proposed to include, only for 2026, a specific set of
performance metrics on part of the grant, reflecting the P4G business
plan: Net Debt/EBITDA and Total shareholder distributions 2026-2028.
Upon GNRC recommendation, the SB might also, on a discretionary
basis, consider applying an additional challenge on the exercise price of
all or part of the P4G SO grant.
The overall IFRS value of the MB member’s LTI will be in the approved
policy range, at 180% of Fixed Income, and consists of the regular Group
LTI proposed at 130% (with the usual metrics of the Group LTI plan
unchanged: AREPS, absolute and relative TSR, Sustainability
Scorecard), and the P4G grant proposed at 50% of the Fixed Income,
with the specific metrics described above.
Beyond this proposed one-off P4G LTI plan, only minor adjustments and
simplifications to the Group LTI design are proposed and are set out in
the remuneration policy below.
Short-Term Incentive 2025 payout determination
The Short-Term Incentive for 2025 reflects the achievement of AREPS
(above the top of the guidance provided to investors in February 2025),
efficient cost discipline and disposals achieved in 2025 completing a
large proportion of the plan announced at the Investor Day in May,
notably with the sale of two non-core businesses (US Airports and the
German Real Estate Management business). This strong operational
performance, associated with significant deleveraging, resulted in a Net
Debt/EBITDA ratio (IFRS) of 8.3x, beyond the stretch level set at the
start of the year.
While the Group is well on track to achieve its science-based net-zero
target by 2030, the Greenhouse Gas emissions were slightly above plan
in 2025, largely due to a technical factor (update in the emission factors
of refrigerant gases, in line with the new IPCC guidance), and the
corresponding KPI only partially achieved. Regarding executive
diversity, 9 women joined the Senior Management population out of 21
new entrants, resulting in partial achievement of the objective. Women
now represent 43.2% of Senior Management positions within the
Company.
LTI performance
In March 2025, at the end of the 3-year performance period of the 2022
LTI, the 3-year AREPS metric, weighted 45%, was fully achieved, with a
cumulative €28.78 per share over the 2022-2024 period, vs. a
cumulative high end of guidance at €27.70. The ESG-related targets,
together weighted 10%, were fully achieved as well. During the
performance period, the Total Shareholder Return (TSR) of URW was
124% on a 90-day average basis, vs. the peer group achieving 136%. The
relative TSR performance condition, weighted 25%, was therefore not
achieved. However, at 124%, the TSR partially achieved the 120%-130%
absolute performance range, thereby achieving 57% on this metric,
weighted 20%. Overall, the performance of the 2022 LTI plan stands at
61%. Full details are provided below.
* * *
2025 marks a strong start to ‘A Platform for Growth’ 2025-28 business
plan with attractive organic growth, disciplined capital allocation and
increasing shareholder returns. Together with my GNRC colleagues, we
have full trust that the newly formed Management Board brings a
strong and complementary set of business and leadership skills to
successfully lead the Group in this new chapter.
For the remuneration-related votes at the 2026 General Meeting, I 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,
Aline Sylla-Walbaum
Governance, Nomination and Remuneration Committee Chair
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2.3.2 Remuneration Policy
2.3.2.1 Management Board Remuneration Policy
The following Remuneration Policy applicable to the MB members as
from 2026 will be submitted for shareholder approval (resolutions
13 and 14). The Remuneration Policy will be applicable as from
January1 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
S
TEP
1
January – February
S
TEP
2
February – March
S
TEP
3
March
S
TEP 4
March – April
S
TEP 5
May
S
TEP
6
June – December
2.3 Management and Supervisory Boards’ remuneration
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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
highlyexperienced and
collaborativeMB
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 into
account 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
itsstakeholders.
The SB conducts significant
outreach and engagement
withshareholders and proxy
advisors with respect to
theRemuneration Policy.
Continued efforts are made
toexplain and get feedback.
A comparative analysis is
conducted at the start of every
mandate (or whenever a
specific review is needed)
withthe support of an external
independent advisor, taking
into account remuneration
practices in companies
relevant to the size and
geographical scope of
theGroup.
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;
- Stringent performance conditions over a 3-year performance period;
- 3-year vesting for PS;
- 3-year vesting for SO;
- ESG-related performance measures in STI and LTI;
- Obligation to retain shares; and
- 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; and
- No grant of LTI without performance conditions.
(1) The rule related to the absence of an employment contract applies as of the 2022 General Meeting to any future MB member. In the particular case of MB members based outside
France, an employment contract with a local entity may exist, in which case the terms and conditions would strictly follow the approved remuneration policy and remain subject to
say on pay AGM votes.
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Summary of main remuneration features
for 2026
The table below summarises the MB Remuneration Policy applicable
in2026, subject to General Meeting approval.
In the context of a renewed Management Board, its applicable
remuneration policy was reviewed, and the SB, upon GNRC
recommendation, decided:
• To apply general moderation to Fixed Income (see below);
• To maintain the level of short and longterm incentives in proportion
to Fixed Income, with an unchanged target and maximum STI and an
unchanged LTI value range;
• To support the 'A Platform for Growth' (P4G) business plan with
dedicated performance conditions on the part of the LTI to be
granted in 2026; and
• To adjust the weightings of the Group LTI slightly in favour of absolute
Total Shareholder Return.
Further details are set out in below.
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
andother 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; and
• Individual objectives.
Maximum opportunity: 150% of FI
Target opportunity: 120% of FI
Long-term
incentive
(“LTI”)
Group LTI
Retain and align with the medium/
long-term value creation
objectives of the Group and its
shareholders.
Key performance indicators • LTI granted as a mix of Performance Shares;
andPerformance Stock Options;
• One-off P4G LTI with specific metrics;
• Total grant size range: 120% to 180% of FI (IFRS value);
• 3-year performance period;
• 3-year vesting period; and
• 8-year total stock options duration period.
75% Financial 30% AREPS
20% TSR vs. peer group
25% TSR vs. growth target
25% ESG 25% URW Sustainability
Scorecard
'A Platform forGrowth' Long-
term incentive (“P4GLTI”)
Support the P4G business plan by
rewarding the attainment of the
2028 objectives announced at the
May 2025 Investors Day.
100% Financial 50% Net Debt/EBITDA
50% Total Distributions
SO exercise price may be
stretched at SB discretion
on all or part of the grant
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%
ofFI
200% of FI
Supplementary
contribution
scheme
(“SCS”)
Enable long-term savings. Annual contribution paid into a long-term
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
offorced departure, subject to a performance
condition, with the ability for the SB to require
a non-compete period for up to 12 months.
Overall 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 (ifneeded) and Company Savings Plan (no top-up contribution).
Clawback/
Malus
Enforce the URW Code ofEthics. 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
toreduce or cancel unvested LTI or STI amounts (malus), seek reimbursement of paid STI or vested LTI,
orobtain damages (clawback).
(1) Not applicable to MB members who have a suspended employment contract at the time of loss of office.
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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, changes 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 obtain
surveys 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 C-level
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 the following 40 markets caps
within the SBF 120);
• 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 October 23, 2025, the Supervisory Board decided to accelerate the
CEO succession by appointing Mr Vincent Rouget as Management
Board Chairman and CEO as of January 1, 2026.
In determining his Fixed Income for his first mandate as MB Chairman
(2026-2029), the SB, upon GNRC recommendation, took account of the
increased commitment of the Group to keep its fixed costs under strict
control, as well as the tenure and experience of Mr Vincent Rouget,
compared to those of his predecessor and of his peers in the benchmark
group. The MB Chairman's Fixed Income is proposed at €900,000, i.e.
25% below that of his predecessor, and at the lower quartile of the
General Industry peer group. It remains subject to a binding vote at the
upcoming AGM.
Further moderation was applied to other members of the Management
Board. Despite her additional responsibilities as COO Europe, the Fixed
Income for Ms Anne-Sophie Sancerre, CCRO, was kept constant. Upon
the renewal of his CRSO mandate for four years, and despite the
absence of any increase since his initial appointment in 2022, the Fixed
Income for Mr Sylvain Montcouquiol was also kept flat. For consistency,
the Fixed Income of the CFO, which had been increased by 5% upon
mandate renewal in 2025, will revert to its previous level in 2026.
In the specific case of Ms Kathleen Verelst, appointed CIO on January 1,
2026, who is based in the United Kingdom, her salary was set in Pounds
Sterling, at £440,000, equivalent to €500,000, below that of her
predecessor. The CIO role is located in London for the supervision of UK-
based teams, the deep international real estate investor community in
London, and URW's presence in the UK reinforced by the recent
acquisition of a minority stake in St James Quarter. For those reasons,
Ms Verelst has an employment contract with Westfield Europe Ltd, a
UK subsidiary of the Group. The existence of an employment contract
for a newly appointed MB member is an exception to the Remuneration
Policy. This employment contract solely exists for the purpose of
remunerating her in the UK, and fully complies with the MB
remuneration policy, including the severance policy and the payment of
STI subject to a majority of votes FOR on the AGM say-on-pay
resolution.
These new fixed incomes are not planned to be increased until the term
of their respective mandates.
In summary, the FI of MB members for 2026 has been set as follows:
MB position Name
Fixed income
Chief Executive Officer
Mr Vincent Rouget
€900,000
Chief Finance Officer Mr Fabrice Mouchel
€750,000
Chief Customer and
Retail Officer
Ms Anne-Sophie Sancerre €600,000
Chief Investment Officer Ms Kathleen Verelst £440,000
Chief Resources and
Sustainability Officer
Mr 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 2026 performance of MB members. The GNRC and the SB will
take account of results delivered vs. guidance, budgets and plans according
to agreed payout formula. 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 one 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 2026, the STI structure maintains a particular focus on operational
priorities, with cost discipline and balance sheet metrics. The weight of
gross Administrative cost reduction is reduced from 25% to 15%, while
Capex control is introduced at 10%. Net Debt/EBITDA ratio, and
Disposals, each weighted 10%, remain unchanged.
The ESG criteria are among the key criteria for the Group, they are
assessed at Group level by an ITO.
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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 2026 are:
• Gross Administrative cost reduction (15%);
• Net Debt/EBITDA (10%);
• Capex control (10%); and
• Disposals (10%).
45%
ESG/Diversity & Inclusion The objectives for 2026 are:
• Reduction in greenhouse gas emissions (5%); and
• Proportion of women among employees hired or promoted to executive positions, and promoted
within executive level (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 deems long-term remuneration in the form of PS and SO to be
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 514 in 2025 (i.e. around 22% of total staff at
the time of the grant).
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 one 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 2026, the LTI policy remains unchanged in quantum, with a range of
120%–180% of Fixed Income. The design is similar to that of 2025, with a
slight upweighting (+5%) of the TSR vs growth target metric. It is set out
in the table below.
To support the ambitious P4G business plan, the Long-Term Incentive is
proposed to include a one-off specific set of performance metrics
supporting the P4G 2028 commitments. Distinct from the unchanged
metrics of the LTI plan, the P4G componentadopts a new set of specific
performance metrics: Net Debt/EBITDA and Total shareholder
distributions 2026-2028. Upon GNRC recommendation, the SB might,
on a discretionary basis, consider setting an additional stretch on the
exercise price on all or part of the P4G options grant. The overall IFRS
value of the MB member’s LTI will be in the approved policy range, at
180% of fixed income, and consist of the regular Group LTI proposed at
130% (with the usual metrics of the Group LTI plan unchanged: AREPS,
absolute and relative TSR, Sustainability Scorecard), and the P4G grant
proposed at 50% of the Fixed Income, with the specific measures
described above.
The Group aims to grant the regular LTI plan each year shortly
after the publication of the Full-Year results, in line with AMF and
Afep-Medef recommendations.
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Element
Description
Comments
Value Grant size range: 120% to 180% of FI (IFRS value).
Maximum proportion of the total grant available to MB
members: 11% of total IFRS value for the CEO, 9% for
each other MB member.
The grant size range is unchanged vs. 2025.
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
ofvesting 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
Group LTI Financial 30% AREPS vs. guidance
20% TSR vs. peer group
25% TSR vs. growth targets
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
P4G LTI Financial 50% Net Debt/EBITDA 2028
50% Total Distributions (2025-2028)
Stretched exercise price at the SB discretion on all or
part of the SO grant
One-off P4G LTI awarded only for the 2026-2028
performance period, in line with the P4G business plan.
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 asMB 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 2026
KPIs
Weight
Threshold
(30% vesting,
0% vesting below)
Between
Threshold and
Stretch
(30–100% vesting)
(1)
Stretch
(100% vesting)
Group LTI 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)
20% 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
25% 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 2028 (see details of the Sustainability Scorecard
below). Each of the 8 metrics has the same weighting.
25% 69 Between
69and90
90
P4G LTI Net Debt /
EBITDA
Achievement at the end of the performance period (Dec. 31,
2028) in IFRS terms, including hybrid
50% 8.5x Between 8.5x and
8x
8x
Total
shareholder
distributions
Total amounts distributed (dividends or equity) to
shareholders, 2025-2028
50% >3.1 Bn
(3)
(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.
(3) The target may be adjusted in the event of a significant capital increase during the performance period.
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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
InvestorDays.
For the purpose of the 2026-2028 Group LTI, the GNRC, with the
support of the URW Sustainability team, selected 8 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 69 (corresponding to the actual combined
achievement for 2025), no vesting for the Sustainability Scorecard
metric shall be paid at or below this level. The 2028 goal is an average
score of 90, with no compensation between criteria, reflecting an
average progression of 21 points across all metrics.
The vesting for the 2026–2028 LTI Sustainability Scorecard will depend
on the overall score at the end of 2028. Performance-vesting will start
at an overall score of 69 and will progress on a linear scale. Full vesting
will be reached for an overall score of 90 or above.
Metric
Definition
Baseline
(score = 0)
Final target
(score = 100)
2028 goal
Year Value Year Value Value Score
Greenhouse Gas
Emissions (own)
Reduction in Scope 1 and 2 emissions 2015 0% 2030 90% 85.8% 95
Greenhouse Gas
Emissions (total)
Reduction in Scope 1, 2 and 3 emissions 2015 0% 2030 50% 47.0% 94
Energy Intensity Reduction of energy consumption by m² in common
areas
2015 0% 2030 50% 42.1% 84
Waste
Recycling
Recycling rate 2022 41% 2030 70% 62.8% 75
Water
Reuse
% of assets with water reuse solutions in place 2022 0% 2030 100% 75.0% 75
Sustainable Retail
Index
% of eligible revenues covered by the SRI 2022 0% 2028 100% 100% 100
Better Places
certification
% of Group standing assets certified 2022 0% 2028 100% 100% 100
Executive
Gender Balance
% of senior management positions held by women 2019 32% 2028 40% 40% 100
URW Sustainability
score
Average of all scores above for 2028 2025 40 90 100
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
exercisingSO.
Supplementary Contribution Scheme
The SCS consists of an annual contribution paid into a savings account.
Position
Fixed amount Variable amount
CEO €90,000
10% of the total cash remuneration
earned each year (i.e. FI foryear N
plus STI for year N-1)
Other MB
members
€45,000
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Other benefits
MB members may also benefit from:
• Health and life insurance;
• The standard local pension plan, whether mandatory or optional,
that URW employees benefit from in the country where the MB
member is based;
• Unemployment insurance (GSC type);
• Expatriate health insurance and 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 time 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 sole
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).
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2.3.2.2 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 2026
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 attendance-based 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 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 ofthe number of
regular plus ad hoc meetings attended by a member in relation to the
total number of regular plus ad hoc meetings during theyear.
The attendance rates for all SB and committee meetings in 2025,
including regular and ad hoc meetings, are detailed in section 2.2.2.2,
under “Supervisory Board meetings in 2025”.
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
2years of appointment, a number of Stapled Shares at least equal to
1year of gross (fixed and variable) remuneration 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 fixed compensation (excluding committee or
ad-hoc compensation) 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 since
the 2024 General Meeting.
Compensation Fixed compensation Variable compensation
Total
Supervisory Board
Chairman €350,000 €350,000
Member (excluding chairman) €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 (including Chair)
€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 VC
Share ownership requirement
All Supervisory Board members
100% of compensation
(1)
(1) To ensure an alignment of interests between shareholders and SB members, in accordance with the Afep-Medef Code and the provisions of Article 3.3 of the SB Charter, all
SB members must hold, within 2 years of their appointment, a number of URW Stapled Shares for an amount corresponding (based on the value at the time of the acquisition
of the Stapled Shares) to at least one year of remuneration (fixed and variable) received as a member of the Supervisory Board (i.e. excluding remuneration related to
committees, and other additional remuneration or expenses). As of December 31, 2025, all SB members comply with this obligation.
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2.3.3 Corporate officers' remuneration report
This report on the remuneration of the corporate officers will be submitted to the General Meeting to be held on May 6, 2026 (resolution 12). The
payment of remuneration to the SB members in 2025 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 2025 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 2025
Say-On-Pay); and
• The 2025 remuneration of the MB and SB members resulting from
the strict implementation of the approved Remuneration Policy; this
remuneration will be subject to a specific binding vote at the 2026
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 2025 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 2025. Separately, performance against each MB member’s
personal objectives was assessed on an individual basis. The GNRC
determined the outcomes of the 2025 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 2026 General Meeting for shareholder approval
(1)
.
(1) Further details can be found in the 2026 General Meeting notice.
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2.3.3.1 Information to be disclosed pursuant to Article L. 22-10-9 of the French
Commercial Code
Compliance with the Remuneration Policy in 2025
The implementation of the approved Remuneration Policy is monitored by the SB with the assistance of the GNRC. In 2025, the Remuneration Policy
was fully implemented with no deviation or exception, as summarised in the table below:
CEO
CFO CSIO CCRO CRSO
Variablepay
maximums
respected
Maximum annual 2025 STI payout (% of FI) 150%
Actual annual 2025 STI payout (% of FI) 126%
126% 126% 126% 126%
Maximum annual 2025 LTI grant (% of FI) 180%
LTI 2025 grant value (% of FI) 125%
125% 125% 125% 125%
Principles
respected
Actual 2025 STI calculated according to KPIs presented
at 2025 General Meeting
Yes
LTI vesting in 2025 calculated according to
vesting formula
Yes
LTI 2025 performance criteria in line with approved
Remuneration Policy
Yes
FI not increased since start of each MB member’s term Yes
SCS 2025 paid according to defined formula Yes
Benefits 2025 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, 2025, with the latest available closing share price at that date. See MB members’ Stapled Share ownership in section 2.3.4.3. 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 2025:
Application of
Clawback/Malus
No
New MB member
No (no new MB member in 2025 but on December 3,
2025, the SB decided to appoint Kathleen Verelst as CIO
starting January 1, 2026)
Change in MB
members’
responsibilities
Yes (after AGM 2025, Vincent Rouget, CSIO, took the
additional responsibility of COO Europe. Upon his
nomination as CEO, on January 1, 2026, the COO Europe
responsibility is transferred to Anne-Sophie Sancerre,
CCRO)
Anticipated revision
of the MB member
remuneration
Yes (The Fixed Income of Vincent Rouget, CEO from
January 1, 2026 has been set at €0.9 Mn, vs. €1.2 Mn
for his predecessor. For consistency, the CFO’s fixed
income, which was increased by 5% in 2025 at mandate
renewal, will revert to €0.75 Mn, thelevel of his first
mandate).
Gender equity among the Supervisory Board
The current composition of the SB reflects the Group commitment to
promote gender parity. As of December 31, 2025, the ratio stands at
5male/3 female, which complies with the requirement set by Article L.
22-10-3 of the French Commercial Code (a maximum difference of two
for a Board of 8 members). The provisions of Article L. 225-45 (2°) of the
French Commercial Code have therefore not been applied.
Note that after the appointment of Ms Carole Benaroya at AGM 2026,
the ratio will improve to 5 male/4 female (56%/44%).
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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 2025 General Meeting, the ex-ante vote on the CEO
Remuneration Policy was approved by 94.8% of shareholder votes
(94.5% 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 were
performed based on employees of the fully owned entities having
French employees within the URW Group, for a total of 424 employees
on December 31, 2025, 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.
2021 2022 2023 2024
2025
CEO
Total remuneration paid or granted €2,230,778 €3,546,884 €3,886,311 €4,003,670 €4,005,356
Multiple of average remuneration 24.9 33.0 35.2 41.5 38.0
Multiple of median remuneration 37.1 47.5 46.9 53.8 51.9
CSIO
(3)
Total remuneration paid or granted €1,113,290 €2,240,293 €2,534,502 €2,471,294 €2,568,811
Multiple of average remuneration 11.7 20.9 22.9 25.6 24.3
Multiple of median remuneration 17.4 30.0 30.6 33.2 33.3
CFO
Total remuneration paid or granted €1,568,021 €2,576,422 €2,810,041 €2,904,288 €2,657,566
Multiple of average remuneration 16.5 24.0 25.4 30.1 25.2
Multiple of median remuneration 24.5 34.5 33.9 39.0 34.4
CRSO
Total remuneration paid or granted €1,113,448 €1,698,817 €1,755,978 €1,933,455 €1,721,404
Multiple of average remuneration 11.7 15.8 15.9 20.1 16.3
Multiple of median remuneration 17.4 22.7 21.2 26.0 22.3
CCRO
(3)
Total remuneration paid or granted €556,557 €1,512,034 €1,921,658 €2,045,953 €2,063,847
Multiple of average remuneration 5.8 14.1 17.4 21.2 19.6
Multiple of median remuneration 8.7 20.2 23.2 27.5 26.7
Company remuneration
Average €95,151 €107,339 €110,514 €96,367 €105,518
Median €63,980 €74,674 €82,907 €74,465 €77,236
URW performance
(€ Mn)
Net Rental Income €1,724 €2,226 €2,210 €2,314 €2,247
Adjusted Recurring Earnings €957 €1,291 €1,337 €1,373 €1,372
(1) The pay ratios above are calculated based on the compensation paid and granted in 2025. The compensation items taken into account for the MB members are the FI paid in 2025
(by MB role, see note 3 below), the STI related to 2024 performance and paid in 2025, the LTI granted in 2025 and the various benefits in kind received in 2025 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 2025 (SO and PS) are valued based on the IFRS2 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 424 French
employees (as of December 31, 2025) 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 remuneration of Olivier Bossard, as former CIO, and Vincent Rouget are considered for the CSIO role, and the combined remuneration of Caroline Puechoultres,
as former CRO, and Anne-Sophie Sancerre are considered for the CCRO role.
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2.3.3.2 Corporate officers remuneration
in 2025
The following remuneration elements paid or granted in 2025 are
submitted for approval to the shareholders through a binding vote.
Management Board remuneration
The following remuneration elements paid during, or granted for, 2025
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 2026 General Meeting (resolutions 6 to 10).
2025 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)
2025
achieved
2025
Score
Comments
AREPS AREPS 30%
Adjusted Recurring
Earnings per Share
€9.30 €9.47 €9.54 €9.58 125%
Financial
Net debt 10%
Net debt/EBITDA
(IFRS)
8.80 x 8.50 x 8.40 x 8.30 x 125%
Significant disposals combined with
strong operational performance led to
over-achieving on this performance
measure.
Disposals 10%
GNRC judgement
on theamount and
quality of2025
disposals
€1,102 Mn €1,169 Mn 106%
These targeted and achieved amounts
reflect the announcements of the Capital
Markets Day, less Trinity and Forum des
Halles, already accounted for in 2024.
Gross admin.
costs
25%
Gross admin. costs
(excl. restructuring)
€380.5 Mn €370.5 Mn €360.5 Mn €372.1 Mn 90.3%
Challenging €370.5 Mn Target (vs.
Actual 2024 at €438.2 Mn) almost
achieved.
ESG
Gender parity
improvement
5%
% of women among
new entrants in the
population
ofsenior executives
40% 50% 60% 42.9% 55.4%
9 women out of 21 executive promotions
orhires (9/20 promotions, 0/1hires).
GHG
emissions
5%
GHG emissions on
scopes1&2 (tCO
2
e)
25,842 23,493 21,144 25,041
58.8%
Increase in Scope 1 & 2 emissions largely
technical (re-alignment to the new, more
demanding IPCC guidance regarding
refrigerant gases and cooling units).
TOTAL 85% 104.6%
Assessment of the qualitative performance of MB members
In the context of the change of CEO, the Supervisory Board, upon GNRC recommendation, assessed MB members' qualitative performance. Based on
the review of the achievement of their individual objectives, the SB decided that all MB members' qualitative performance would be rated at 105%. A
reminder of each MB member's main qualitative achievements is presented in the tables below.
Terms of departure of the Chief Executive Officer
Rule Consideration Outcome
Eligibility for
compensation
for loss of office
Only for forced departure Mr Tritant was asked to leave by the Supervisory Board, one year into his new
4-year mandate.
Eligible
Performance condition (3-year
average STI payout >75% of target)
Last three-year STI payouts (%) of target: 2023: 114.3%, 2024: 95.6%,
2025: 104.6%, on average 104.8% of target
Payment limited
to 24 months of
the reference
monthly salary,
based on…
Time remaining in mandate 3 years (out of 4) Indemnity proposed
at the high end of
the allowed range
(24 months).
Tenure 28 years at URW, 12 years as MB member, 5 years as CEO
Track record Outstanding track record, operated the turnaround during and post-Covid
in a very challenging business environment, then developed a new strategy
for the future ('A Platform for Growth')
Transition with successor Mr Tritant actively supported his succession and led a smooth
transition after the SB decision to accelerate it.
LTI pro-rated, based on the proportion of the vesting
period elapsed on the date of departure
Outstanding PS and SO awards forfeited on a time prorata basis upon
Mr.Tritant’s departure, except for the plans vesting in March 2026 given the
proximity. Performance conditions still apply to the remaining PS and SO.
57,235 PS and 57,235
SO cancelled.
Non compete agreement and indemnity None
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Mr Jean-Marie Tritant, Chief Executive Officer and Chairman of the Management Board
Element
Description
Amounts
Annual fixed income paid
in respect of 2025
MB members’ FI is set for the duration of their mandate. €1,200,000
Short-term incentive
tobe paid in 2026
inrespectof2025
(subjectto shareholder vote)
Performance measure Weight Description of key achievements Achievement
Financial and ESG 85% Please refer to the table above 104.6% €1,280,056
Qualitative 15% See below 105.0% €226,800
Total
100%
104.6% €1,506,856
Target STI: 120% of FI
€1,440,000
Previous STI (paid in 2025 in respect of 2024): €1,146,576
Key qualitative achievements
Overall score: 105.0%
Long-term value
creation strategy
2025-2028 business plan clearly set out at Investor Day, provided clarity and visibility to
investors. Disposals announced at CMD largely executed. New sources of income scaled
with Westfield Rise launched in the US and the Cenomi centers franchising agreement.
Stakeholder
relations
All stakeholder relations strengthened (financial, institutional, ESG), resulting in low cost of
debt (2.1%) and liquidity, partnerships with large institutionals and clients, and top external
ESG recognitions from leading agencies.
Operational
effectiveness
Structural efficiency gains delivered, on track to deliver €152 Mn savings by 2026, with
simpler business planning processes and new KPIs. Financial organisation streamlined and
delayered, IT costs reduced, AI adoption accelerated. MB cohesion reinforced.
Long-term incentives
granted in 2025
The LTI policy provides for a grant value between 120% and 180% of FI.
For 2025, the SB, upon GNRC recommendation, decided that the grant size would be 125% of FI.
€1,499,999
(8% of total
grant)
Instrument Vesting period Total duration # units granted
(1)
% of total grant value
IFRS value
Performance Shares 3 years 54,026
7.98%
(vs. max. 11%)
€1,326,094
Performance
StockOptions
3 years 8 years 54,026
€173,906
(1) The number of SO and PS was adjusted by 5% following the equity reserve distribution on May 9, 2025.
Supplementary
contribution scheme
paid in 2025
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; and
• A variable amount of 10% of the STI paid in respect of the previous year.
€324,658
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. €158,781
Element
Description
Amounts
Indemnity for loss
of office
The CEO left the Group on December 31, 2025. In line with the remuneration policy and Afep-Medef
recommendations, his indemnity for loss of office is calculated as follows:
Annual salary in force in the last year of the mandate (a) €1,200,000
Average of last two STI (for 2024 and proposed for 2025) (b) €1,326,716
Reference income for calculation (annual basis) (a)+(b) €2,526,716
Amount proposed: 2x annual reference income €5,053,432
0.39
0.32
2.16
1.50
1.80
1.51
1.20
1.20
1.20
0.21
0.16
0.16
0.16
Max.
Min.
Achieved
in 2025
FI STI LTI SCS Other benefits
26%
FI
7% SCS
32%
STI
32%
LT I
3% Other
64%
PERFORMANCE
BASED
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Mr Fabrice Mouchel, Chief Financial Officer
Element Description
Amounts
Annual fixed income
paid in respect of 2025
MB members’ FI is set for the duration of their mandate. €787,500
Short-term incentive
to be paid in 2026
inrespectof2025
(subjecttoshareholder vote)
Performance measure Weight Description of key achievements Achievement
Financial and ESG 85% Please refer to the table above 104.6% €840,037
Qualitative 15% See below 105.0% €148,838
Total
100%
104.6% €988,874
Target STI: 120% of FI
€945,000
Previous STI (paid in 2025 in respect of 2024): €865,332
Key qualitative achievements
Overall score: 105.0%
Financing and
liquidity
The Group strengthened its financing position by improving funding conditions, extending
liquidity horizons, and diversifying access to capital markets. Proactive refinancing actions,
disciplined balancesheet management and enhanced financial risk mitigation contributed
to a more resilient and flexible capital structure.
Performance
management
Performance management was significantly upgraded through streamlined forecasting and
reporting processes, earlier delivery of key management information, and clearer
businessperformance indicators. These improvements enhance strategic decisionmaking
and ensure more consistent alignment between operational performance and financial
objectives.
Finance
transformation
Advanced a major finance transformation, implementing a harmonised organisational
model and modernising core processes across regions. Key platforms—such as shared
services and digital finance systems—were successfully deployed or prepared for scaleup,
reinforcing efficiency, transparency and the Group’s longterm operational agility.
Long-term incentives
granted in 2025
The LTI policy provides for a grant value between 120% and 180% of FI.
For 2025, the SB, upon GNRC recommendation, decided that the grant size would be 125% of FI.
€984,374
Instrument Vesting period Total duration # units granted
(1)
% of total value
granted
IFRS value
Performance Shares 3 years 33,766
5.33%
(vs. max. 9%)
€870,248
Performance
StockOptions
3 years 8 years 33,766
€114,125
(1) The number of SO and PS was adjusted by 5% following the equity reserve distribution on May 9, 2025.
Supplementary
contribution scheme
paid in 2025
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; and
• A variable amount of 10% of the STI paid in respect of the previous year.
€210,283
Life/health insurance The CFO benefits from an international health insurance policy. Not material
Benefits in kind The CFO benefits from a company car. €5,524
0.29
0.21
1.42
0.98
1.18
0.99
0.79
0.79
0.79
0.17
0.01
Max.
Min.
Achieved
in 2025
FI STI LTI SCS
0.01
0.01
27%
FI
7% SCS
33%
STI
33%
LT I
66%
PERFORMANCE
BASED
Other benefits
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Mr Sylvain Montcouquiol, Chief Resources and Sustainability Officer
Element Description
Amounts
Annual fixed income
paid in respect of 2025
MB members’ FI is set for the duration of their mandate. €500,000
Short-term incentive
to be paid in 2026
inrespectof2025
(subjecttoshareholder vote)
Performance measure Weight Description of key achievements Achievement
Financial and ESG 85% Please refer to the table above 104.6% €533,357
Qualitative 15% See below 105.0% €94,500
Total
100%
104.6% €627,857
Target STI: 120% of FI
€600,000
Previous STI (paid in 2025 in respect of 2024): €573,298
Key qualitative achievements
Overall score: 105.0%
Sustainability
Strategy
Strengthened the Group’s sustainability leadership by advancing its longterm climate and
environmental roadmap and ensuring alignment with internationally recognised standards.
Key achievements included maintaining strong progress toward sciencebased
decarbonisation targets and reinforcing the Group’s ESG profile with robust disclosures and
recognised external ratings.
Organisational
changes and
process
improvements
Contributed to clearer governance and more efficient crossfunctional coordination by
streamlining roles, responsibilities and decisionmaking processes across the sustainability
function and related teams. This included improved internal frameworks, reporting
processes and collaboration mechanisms that enable more consistent and effective
execution of sustainability initiatives across regions.
Company
Transformation
Played an important role in the Group’s broader transformation by embedding sustainability
into strategic planning, investment decisionmaking and longterm business processes.
Through this work, sustainability considerations are increasingly integrated into core
operations, enhancing resilience, supporting regulatory readiness and reinforcing the
Group’s longterm valuecreation model.
Long-term incentives
granted in 2025
The LTI policy provides for a grant value between 120% and 180% of FI.
For 2025, the SB, upon GNRC recommendation, decided that the grant size would be 125% of FI.
€624,978
Instrument Vesting period Total duration # units granted
(1)
% of total grant IFRS value
Performance Shares 3 years 21,438
3.39%
(vs. max. 9%)
€552,520
Performance
StockOptions
3 years 8 years 21,438
€72,458
(1) The number of SO and PS was adjusted by 5% following the equity reserve distribution on May 9, 2025.
Supplementary
contribution scheme
paid in 2025
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; and
• A variable amount of 10% of the STI paid in respect of the previous year.
€148,729
Life/health insurance The CRSO benefits from a health insurance policy. Not material
Benefits in kind The CRSO benefits from a company car. €8,292
0.01
0.01
0.01
0.22
0.15
0.90
0.62
0.75
0.63
0.50
0.50
0.50
0.01
0.01
0.01
0.14
Max.
Min.
Achieved
in 2025
FI STI LTI SCS
26%
FI
8% SCS
33%
STI
33%
LT I
66%
PERFORMANCE
BASED
Other benefits
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Ms Anne-Sophie Sancerre, Chief Customer and Retail Officer
Element Description
Amounts
Annual fixed income
paid in respect of 2025
MB members’ FI is set for the duration of their mandate. €600,000
Short-term incentive
to be paid in 2026
inrespectof2025
(subjecttoshareholder vote)
Performance measure Weight Description of key achievements Achievement
Financial and ESG 85% Please refer to the table above 104.6% €640,028
Qualitative 15% See below 105.0% €113,400
Total
100%
104.6% €753,428
Target STI: 120% of FI
€720,000
Previous STI (paid in 2025 in respect of 2024): €692,256
Key qualitative achievements
Overall score: 105.0%
Retail Media
Business / Data
Strategy
Significantly advanced the Group’s retail media and data ambitions by integrating the U.S.
and European operations into a unified global platform and strengthening the commercial
proposition with enhanced data capabilities. This contributed to the continued expansion of
highmargin, digitaldriven revenue streams and reinforced the Group’s longterm
differentiation in media, data and customer engagement.
CRM strengthening
/ New Revenue
Streams
Played a central role in deepening relationships with leading brands and accelerating the
sourcing of emerging concepts, resulting in stronger commercial performance and
improved visibility on future leasing revenues. In parallel, the launch and structuring of new
business lines—such as franchising—further diversified the Group’s income profile and
created scalable new revenue opportunities.
Business Model
Helped solidify the transition toward a more integrated and customercentric operating
model, enhancing coordination between regions and central functions and improving
execution across the commercial ecosystem. These actions strengthened the Group’s
ability to operate as “One Westfield”, increased operational efficiency and supported the
broader repositioning of the company as a retail operator and platform business.
Long-term incentives
granted in 2025
The LTI policy provides for a grant value between 120% and 180% of FI.
For 2025, the SB, upon GNRC recommendation, decided that the grant size would be 125% of FI.
€749,985
Instrument Vesting period Total duration # units granted
(1)
% of total grant IFRS value
Performance Shares 3 years 25,726
4.06%
(vs. max. 9%)
€663,034
Performance
StockOptions
3 years 8 years 25,726
€86,951
(1) The number of SO and PS was adjusted by 5% following the equity reserve distribution on May 9, 2025.
Supplementary
contribution scheme
paid in 2025
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.
€174,227
Life/health insurance The CCRO benefits from a health insurance policy. Not material
Benefits in kind The CCRO benefits from a company car. €6,770
0.01
0.01
0.01
0.24
0.17
1.08
0.75
0.90
0.75
0.60
0.60
0.60
0.15
0.17
26%
FI
8% SCS
33%
STI
33%
LT I
Max.
Min.
Achieved
in 2025
FI STI LTI SCS
66%
PERFORMANCE
BASED
Other benefits
0.01
0.01
0.01
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Mr Vincent Rouget, Chief Strategy and Investment Officer
Element Description
Amounts
Annual fixed income
paid in respect of 2025
MB members’ Fixed Income is set for the duration of their mandate. €750,000
Short-term incentive
to be paid in 2026
inrespectof2025
(subjecttoshareholder vote)
Performance measure Weight Description of key achievements Achievement
Financial and ESG 85% Please refer to the table above 104.6% €800,035
Qualitative 15% See below 105.0% €141,750
Total
100%
104.6% €941,785
Target STI: 120% of FI
€900,000
Previous STI (paid in 2025 in respect of 2024): €859,932
Key qualitative
achievements
Overall score: 105.0%
Strategic Roadmap
2025-2029
Designed a coherent, well aligned strategic business plan ('A Platform for Growth'), which
provided clarity and visibility until 2028 to the investor community.
Disposals and
capital recycling
Target disposals met, significant further disposals under advanced discussions for 2026.
Non-core activities exited. Significant capital recycling opportunities executed, or
meaningfully advanced.
Operational
management and
COO Europe role
NRI growth delivered to plan across European regions. Group Construction function in
place. Strong working relationship established with COOs, which ensured a smooth
transition upon the change in governance. Various process simplifications implemented.
Long-term incentives
granted in 2025
The LTI policy provides for a grant value between 120% and 180% of FI.
For 2025, the SB, upon GNRC recommendation, decided that the grant size would be 125% of FI.
€937,496
Instrument Vesting period Total duration # units granted
(1)
% of total grant IFRS value
Performance Shares 3 years 32,158
5.08%
(vs. max. 9%)
€828,805
Performance
StockOptions
3 years 8 years 32,158
€108,691
(1) The number of SO and PS was adjusted by 5% following the equity reserve distribution on May 9, 2025.
Supplementary
contribution scheme
paid in 2025
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.
€205,993
Life/health insurance The CSIO benefits from a health insurance policy. Not material
Benefits in kind The CSIO benefits from a company car. €6,546
0.01
0.01
0.01
0.281.35
0.94
1.13
0.94
0.75
0.75
0.75
0.01
0.01
0.01
0.17
0.21
Max.
Min.
Achieved
in 2025
FI STI LTI SCS
27%
FI
7% SCS
33%
STI
33%
LT I
66%
PERFORMANCE
BASED
Other benefits
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Remuneration of the Chairman of the Supervisory Board
The following remuneration elements, paid during or granted for financial year 2025 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)
2024
2025
Supervisory Board Chairman remuneration (inclusive of committee membership andattendance-based compensation) €374,500 €373,000
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2.3.4 Supplementary information
2.3.4.1 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
2021 through to 2025, 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 2024 and 2025, 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 (as of December 31, 2025) were
appointed in 2023 or 2024, the tables below include the remuneration
paid to the executive officers for their responsibilities on that date.
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 2021 Year 2022 Year 2023 Year 2024
Year 2025
Fixed income €1,000,000 €1,000,000 €1,000,000 €1,000,000 €1,200,000
Short-term incentive
(1)
€1,282,470 €1,256,238 €1,372,000 €1,146,576 €1,506,856
Pension €190,000 €318,247 €315,624 €327,209 €324,658
Other benefits €47,881 €114,402 €130,090 €131,689 €158,781
Remuneration due in respect of the financial year €2,520,351 €2,688,887 €2,817,713 €2,605,474 €3,190,295
Evolution year N vs. year N-1 (in %) n/a (6.3%) (4.6%) 8.1% 22.4%
Annual SO IFRS valuation allocated during the financial year
(2)
€135,984 €79,890 €280,550 €280,474 €173,906
Evolution year N vs. year N-1 (in %) n/a (41.3%) 251.2% 0.0% (38.0%)
Annual PS IFRS valuation allocated during the financial year
(2)
€563,995 €1,070,122 €1,219,433 €1,219,507 €1,326,094
Evolution year N vs. year N-1 (in %) n/a 89.7% 14.0% 0.0% 8.7%
Total €3,220,330 €3,838,899 €4,317,696 €4,105,455 €4,690,294
Evolution year N vs. year N-1 (in %)
n/a 19.2% 12.5% (4.9%) 14.2%
(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1, and for the year 2025, payable subject to shareholder vote at the AGM 2026.
(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 2021 Year 2022 Year 2023 Year 2024
Year 2025
Fixed income €744,048 €750,000 €750,000 €750,000 €787,500
Short-term incentive
(1)
€956,228 €928,678 €1,024,537 €865,332 €988,874
Pension €119,405 €215,623 €212,868 €222,454 €210,283
Other benefits €6,467 €7,673 €6,389 €4,756 €20,360
Remuneration due in respect of the financial year €1,826,148 €1,901,973 €1,993,794 €1,842,542 €2,007,017
Evolution year N vs. year N-1 (in %) n/a 4.2% 4.8% (7.6%) 8.9%
Annual SO IFRS valuation allocated during the financial year
(2)
€101,988 €59,918 €210,412 €210,357 €114,125
Evolution year N vs. year N-1 (in %) n/a (41.2%) 251.2% 0.0% (45.7%)
Annual PS IFRS valuation allocated during the financial year
(2)
€423,005 €802,603 €914,562 €914,638 €870,248
Evolution year N vs. year N-1 (in %) n/a 89.7% 13.9% 0.0% (4.9%)
Total €2,351,141 €2,764,494 €3,118,768 €2,967,537 €2,991,391
Evolution year N vs. year N-1 (in %)
n/a 17.6% 12.8% (4.8%) 0.8%
(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1, and for the year 2025, payable subject to shareholder vote at the AGM 2026.
(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 2021 Year 2022 Year 2023 Year 2024
Year 2025
Fixed income n/a €400,000 €500,000 €500,000 €500,000
Short-term incentive
(1)
n/a €497,695 €677,024 €573,288 €627,857
Pension n/a €85,000 €144,770 €162,702 €148,729
Other benefits n/a €10,081 €8,291 €6,422 €23,128
Remuneration due in respect of the financial year n/a €992,776 €1,330,085 €1,242,412 €1,299,714
Evolution year N vs. year N-1 (in %) n/a n/a 34.0% (6.6%) 4.6%
Annual SO IFRS valuation allocated during the financial year
(2)
n/a €31,956 €140,275 €140,241 €72,458
Evolution year N vs. year N-1 (in %) n/a n/a 339.0% 0.0% (48.3%)
Annual PS IFRS valuation allocated during the financial year
(2)
n/a €428,049 €609,717 €609,769 €552,520
Evolution year N vs. year N-1 (in %) n/a n/a 42.4% 0.0% (9.4%)
Total n/a €1,452,781 €2,080,077 €1,992,422 €1,924,692
Evolution year N vs. year N-1 (in %)
n/a n/a 43.2% (4.2%) (3.4%)
(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1, and for the year 2025, payable subject to a shareholder vote at the AGM 2026.
(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 2021 Year 2022 Year 2023 Year 2024
Year 2025
Fixed income n/a n/a €437,500 €750,000 €750,000
Short-term incentive
(1)
n/a n/a €592,396 €859,932 €941,785
Pension n/a n/a €70,000 €179,240 €205,993
Other benefits n/a n/a €3,521 €3,903 €21,383
Remuneration due in respect of the financial year n/a n/a €1,103,417 €1,793,075 €1,919,161
Evolution year N vs. year N-1 (in %) n/a n/a n/a 62.5% 7.0%
Annual SO IFRS valuation allocated during the financial year
(2)
n/a n/a n/a €210,357 €108,691
Evolution year N vs. year N-1 (in %) n/a n/a n/a n/a (48.3%)
Annual PS IFRS valuation allocated during the financial year
(2)
n/a n/a n/a €914,638 €828,805
Evolution year N vs. year N-1 (in %) n/a n/a n/a n/a (9.4%)
Total n/a n/a €1,103,417 €2,918,070 €2,856,657
Evolution year N vs. year N-1 (in %)
n/a n/a n/a 164.5% (2.1%)
(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1, and for the year 2025, payable subject to shareholder vote at the AGM 2026.
(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 2021 Year 2022 Year 2023 Year 2024
Year 2025
Fixed income n/a n/a €400,000 €600,000 €600,000
Short-term incentive
(1)
n/a n/a €541,620 €692,266 €753,428
Pension n/a n/a €69,620 €159,162 €174,227
Other benefits n/a n/a €4,495 €4,344 €21,606
Remuneration due in respect of the financial year n/a n/a €1,015,735 €1,455,771 €1,549,261
Evolution year N vs. year N-1 (in %) n/a n/a n/a 43.3% 6.4%
Annual SO IFRS valuation allocated during the financial year
(2)
n/a n/a n/a €168,284 €86,951
Evolution year N vs. year N-1 (in %) n/a n/a n/a n/a (48.3%)
Annual PS IFRS valuation allocated during the financial year
(2)
n/a n/a n/a €731,704 €663,034
Evolution year N vs. year N-1 (in %) n/a n/a n/a n/a (9.4%)
Total n/a n/a €1,015,735 €2,355,760 €2,299,246
Evolution year N vs. year N-1 (in %)
n/a n/a n/a 131.9% (2.4%)
(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1, and for the year 2025, payable subject to shareholder vote at the AGM 2026.
(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 2024 and 2025 (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 2024
Financial year 2025
Amounts
granted
Amounts
paid
Amounts
granted
Amounts
paid
Fixed income €1,000,000 €1,000,000 €1,200,000 €1,200,000
Short-term incentive
(1)
€1,146,576 €1,372,049 €1,506,856 €1,146,576
Supplementary contribution scheme (pension) €327,209 €327,209 €324,658 €324,658
Other benefits €131,689 €131,689 €158,781 €158,781
Remuneration due in respect of the financial year €2,605,474 €2,830,947 €3,190,294 €2,830,014
Annual SO IFRS valuation allocated during the financial year
(2)
€280,474 €280,474 €173,906 €173,906
Annual PS IFRS valuation allocated during the financial year
(2)
€1,219,507 €1,219,507 €1,326,094 €1,326,094
Total
€4,105,455 €4,330,928 €4,690,293 €4,330,013
(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1 and submitted to the vote of the 2026 AGM for the 2025 STI .
(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 2024
Financial year 2025
Amounts
granted
Amounts
paid
Amounts
granted
Amounts
paid
Fixed income €750,000 €750,000 €787,500 €787,500
Short-term incentive
(1)
€865,332 €1,024,537 €988,874 €865,332
Supplementary contribution scheme (pension) €222,454 €222,454 €210,283 €210,283
Other benefits €4,756 €4,756 €20,360 €20,360
Remuneration due in respect of the financial year €1,842,542 €2,001,747 €2,007,018 €1,883,476
Annual SO IFRS valuation allocated during the financial year
(2)
€210,412 €210,412 €114,125 €114,125
Annual PS IFRS valuation allocated during the financial year
(2)
€914,562 €914,562 €870,248 €870,248
Total
€2,967,516 €3,126,721 €2,991,391 €2,867,849
(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1 and submitted to the vote of the 2026 AGM for the 2025 STI.
(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 2024
Financial year 2025
Amounts
granted
Amounts
paid
Amounts
granted
Amounts
paid
Fixed income €500,000 €500,000 €500,000 €500,000
Short-term incentive
(1)
€573,298 €677,024 €627,857 €573,298
Supplementary contribution scheme (pension) €162,702 €162,702 €148,729 €148,729
Other benefits €6,422 €6,422 €23,128 €23,128
Remuneration due in respect of the financial year €1,242,422 €1,346,148 €1,299,714 €1,245,155
Annual SO IFRS valuation allocated during the financial year
(2)
€140,275 €140,275 €72,458 €72,458
Annual PS IFRS valuation allocated during the financial year
(2)
€609,717 €609,717 €552,520 €552,520
Total
€1,992,414 €2,096,140 €1,924,692 €1,870,133
(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1 and submitted to the vote of the 2026 AGM for the 2025 STI.
(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 2024
Financial year 2025
Amounts
granted
Amounts
paid
Amounts
granted
Amounts
paid
Fixed income €750,000 €750,000 €750,000 €750,000
Short-term incentive
(1)
€859,932 €592,396 €941,785 €859,932
Supplementary contribution scheme (pension) €70,000 €70,000 €205,993 €205,993
Other benefits €3,903 €3,903 €21,383 €21,383
Remuneration due in respect of the financial year €1,683,835 €1,416,299 €1,919,161 €1,837,308
Annual SO IFRS valuation allocated during the financial year
(2)
€210,357 €210,357 €108,691 €108,691
Annual PS IFRS valuation allocated during the financial year
(2)
€914,638 €914,638 €828,805 €828,805
Total
€2,808,830 €2,541,294 €2,856,657 €2,774,804
(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1 and submitted to the vote of the 2026 AGM for the 2025 STI ..
(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 2024
Financial year 2025
Amounts
granted
Amounts
paid
Amounts
granted
Amounts
paid
Fixed income €600,000 €600,000 €600,000 €600,000
Short-term incentive
(1)
€692,256 €541,620 €753,428 €692,256
Supplementary contribution scheme (pension) €69,620 €69,620 €174,227 €174,227
Other benefits €4,344 €4,344 €21,606 €21,606
Remuneration due in respect of the financial year €1,366,220 €1,215,584 €1,549,261 €1,488,089
Annual SO IFRS valuation allocated during the financial year
(2)
€168,284 €168,284 €86,951 €86,951
Annual PS IFRS valuation allocated during the financial year
(2)
€731,704 €731,704 €663,034 €663,034
Total
€2,266,208 €2,115,572 €2,299,246 €2,238,074
(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1 and submitted to the vote of the 2026 AGM for the 2025 STI ..
(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 2021 to 2025
(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 April 7, 2025, the SB, upon the recommendation of the GNRC, granted to Group employees and MB members a total of 633,147 SO, representing
0.43% of the fully diluted share capital on December 31, 2025, of which 54,026 SO (8.53%) to the CEO, 35,455 (5.60%) to the CFO, 33,766 (5.33%) to
the CSIO, 27,013 (4.27%) to the CCRO and 22,510 (3.56%) to the CRSO.
Pursuant to the equity distribution that took place on May 9, 2025, all outstanding SO were adjusted by 5%, and exercise prices were reduced by 5%,
to reflect the impact of this distribution on potential option gains. The figures in the following tables include these adjustments, as well as the
adjustments that took place on May 16, 2024, where applicable.
Date of grant
SO Plan 2021 SO Plan 2022 SO Plan 2023 SO Plan 2024
SO Plan 2025
May 18, 2021 March 8, 2022 March 13, 2023 March 7, 2024
April 7, 2025
Opening of exercise
period (at the
opening oftrading
day)
May 20, 2024 March 10, 2025 March 13, 2026 March 7, 2027 April 7, 2028
End of exercise
period (at the end
ofthe trading day)
May 18, 2029 March 8, 2030 March 13, 2031 March 8, 2032 April 7, 2033
Exercise price per SO €64.17
€61.64 €54.53 €64.10
€72.21
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.
previous
year
Number of
SO
granted
Value
of SO
granted
Value
variation
vs.
previous
year
Number
of SO
granted
Value
of SO
granted
Value
variation
vs.
previous
year
Number of
SO
granted
Value
of SO
granted
Value
variation
vs.
previous
year
Number
of SO
granted
Value
of SO
granted
Value
variation
vs.
previous
year
Jean-Marie Tritant
CEO
45,964 €135,984 n/a 75,705 €79,890 (41.3%) 75,705 €280,550 251.2% 42,985 €280,474 (0.0%) 54,026 €173,906 (38.0%)
Fabrice Mouchel
CFO
34,474 €101,988 n/a 56,779 €59,918 (41.2%) 56,779 €210,412 251.2% 32,240 €210,357 (0.0%) 35,455 €114,125 (45.7%)
Sylvain Montcouquiol
CRSO
n/a n/a 30,282 €31,956 n/a 37,853 €140,275 339.0% 21,494 €140,241 (0.0%) 22,510 €72,458 (48.3%)
Vincent Rouget
CSIO
n/a n/a n/a n/a n/a n/a n/a n/a 32,240 €210,357 n/a 33,766 €108,691 (48.3%)
Anne-Sophie Sancerre
CCRO
n/a n/a n/a n/a n/a n/a n/a n/a 25,792 €168,284 n/a 27,013 €86,951 (48.3%)
n/a means that the person was not a MB member at the time of the grant. IFRS values are presented in this table.
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Performance Stock Options exercised by Management Board members during financial year 2025
(Article L. 225-184 of the French Commercial Code) (table 5 of AMF/Afep-Medef recommendations)
MB member
Plan number–
Tranche year
Number of SO
exercised
during the
financial year Date of exercise
Exercise price
per SO
Number of SO
exercised
Mr Jean-Marie Tritant
CEO
n/a n/a n/a n/a n/a
Mr Fabrice Mouchel
CFO
n/a n/a n/a n/a n/a
Mr Sylvain Montcouquiol
CRSO
Plan SO 2021 888 05/06/2025 64.17 888
Mr Vincent Rouget
CSIO
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
Performance Shares
The detail of the plans in force applicable to employees and MB members is presented in Section 2.3.4.
On April 7, 2025, a total of 633,147 PS and Retention Shares (“RS”) were granted to Group employees and MB members of which 54,026 PS (8.5%) to
the CEO, 35,455 (5.6%) to the CFO, 33,766 (5.3%) to the CSIO, 27,013 (4.3%) to the CCRO and 22,510 (3.6%) to the CRSO.
Pursuant to the equity distribution that took place on May 9, 2025, all outstanding PS were adjusted by 5% to reflect the impact of this distribution on
potential gains. The figures above and in the following tables include these adjustments, as well as the adjustments of May 16, 2024, where applicable.
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 2025
(Article L. 225-197-4 of the French Commercial Code) (table 6 of AMF/Afep-Medef recommendations)
Plan PS 2025 (April 7, 2025)
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 54,026 €1,326,094 April 7, 2028 April 7, 2028 Yes
Mr Fabrice Mouchel 35,455 €870,248 April 7, 2028 April 7, 2028 Yes
Mr Sylvain Montcouquiol 22,510 €552,520 April 7, 2028 April 7, 2028 Yes
Mr Vincent Rouget 33,766 €828,805 April 7, 2028 April 7, 2028 Yes
Ms Anne-Sophie Sancerre 27,013 €663,034 April 7, 2028 April 7, 2028 Yes
TOTAL
172,770 €4,240,701
(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 2025 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 2025
financial year
Mr Jean-Marie Tritant
CEO
PS Plan 2022 47,906 61% 29,223
PS Plan 2023
PS Plan 2024
PS Plan 2025
Mr Fabrice Mouchel
CFO
PS Plan 2022 35,930 61% 21,918
PS Plan 2023
PS Plan 2024
PS Plan 2025
Mr Sylvain Montcouquiol
CRSO
PS Plan 2022 19,163 61% 11,690
PS Plan 2023
PS Plan 2024
PS Plan 2025
Mr Vincent Rouget
CSIO
PS Plan 2022
PS Plan 2023
PS Plan 2024
PS Plan 2025
Ms Anne-Sophie Sancerre
CCRO
PS Plan 2022 11,664 61% 7,116
PS Plan 2023
PS Plan 2024
PS Plan 2025
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Performance Shares vesting in 2025 – 2022 Performance Share plan – Performance assessment
The 2022 PS vesting calculation is presented below. The same calculation applies to 2022 SO, which became available for exercise in 2025.
Performance
measure Description Weight Target
Achieved Score
Comments
AREPS
2022–2024
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 2points.
45%
100%
The compounded AREPS over
3years exceeds the
compounded top of the guidance
provided.
The AREPS measure is
fullyachieved.
Guidance Low High Actual
2024 €9.65 €9.80 €9.85
2023 €9.30 €9.50 €9.62
2022 €8.20 €8.40 €9.31
Total €27.15 €27.70 €28.78
TSR vs.
Reference Index
URW TSR evolution compared
tothe Reference Index.
35%
Outperformance of Reference Index
(measured at 136% for the period
March 7, 2022- March 7, 2025,
ona90-day average basis)
124% 0%
TSR performance (124%) is
below index (136%), the measure
is not achieved.
TSR vs. Growth
objective
URW TSR evolution compared to
an absolute growth objective. 10%
Outperformance of a 120% minimum
(Threshold) and a Stretch of 130%
124% 57%
Partial achievement (between
Threshold and Stretch),
resulting in 57% vesting.
ESG Rating URW ranking vs. sector peers
byISS-ESG. 5%
PRIME rating each of the 3 years
ofthe performance period (prorated
for less than 3 years achieved)
Yes
(3 years
out of 3)
100%
PRIME rating achieved in 2022,
2023 and 2024.
ESG Goal Achievement rate of the Better
Places 2030 Group-wide,
asassessed by the SB.
5%
Achieve Better Places roadmap
during the 2022–2024 period
Yes 100%
The Better Places agenda
2022–2024 was assessed
asfully achieved by the SB.
TOTAL 100% 61%
Information about the SO on December 31, 2025 (table 8 of AMF/Afep-Medef recommendations)
Plans SO Plan 2019 SO Plan 2020 SO Plan 2021 SO Plan 2022 SO Plan 2023 SO Plan 2024
SO Plan 2025
Date of AGM authorisation May 17, 2018 May 17, 2019 May 12, 2021 May 12, 2021 May 11, 2022 May 11, 2022 May 11, 2022
Date of grant March 19, 2019 March 21, 2020 May 18, 2021 March 8, 2022 March 13, 2023 March 7, 2024 April 7, 2025
Total number of SO granted (adjusted for
equity distributions in 2024 and 2025)
809,800 929,559 1,015,062 1,226,789 886,975 548,111 633,147
Effective grant as a % of the fully
dilutedshares
(1)
0.53% 0.62% 0.66% 0.79% 0.59% 0.35% 0.43%
Effective grant to the MB members
(2)
asa% of the fully diluted shares
(1)
0.05% 0.07% 0.09% 0.16% 0.15% 0.10% 0.12%
To MB members
(2)
: 63,502 86,704 107,560 181,199 184,468 154,751 172,770
Mr Jean-Marie Tritant 29,419 41,531 45,964 75,705 75,705 42,985 54,026
Mr Fabrice Mouchel 18,387 25,956 34,474 56,779 56,779 32,240 35,455
Mr Sylvain Montcouquiol 7,848 9,316 13,331 30,282 37,853 21,494 22,510
Mr Vincent Rouget 32,240 33,766
Ms Anne-Sophie Sancerre 7,848 9,901 13,791 18,433 14,131 25,792 27,013
End of vesting period (at the
openingofthe trading day)
(3)(4)
March 20, 2022 March 22, 2023 May 20, 2024 March 10, 2025 March 13, 2026 March 7, 2027 April 7, 2028
Expiry date (at the end
ofthetradingday)
(3)(4)
March 19, 2027 March 21, 2028 May 18, 2029 March 8, 2030 March 13, 2031 March 7, 2032 April 7, 2033
Strike price (€) 133.66 85.09 64.17 61.64 54.53 64.10 72.21
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 – – 54,089––––
Number of SO cancelled 368,016 678,215 578,137 614,424 137,128 48,545 4,321
OUTSTANDING STOCK OPTIONS
441,784 231,964 327,325 496,928 749,706 499,393 628,826
All numbers of options are presented after the effects of adjustments (3% on May 16, 2024, and 5% on May 9, 2025) made to unexercised options to compensate option holders
for the impact of equity distributions. The exercise price of these stock options were reduced commensurately on these same dates.
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, 2025
(table 9 of Afep-Medef recommendations)
Plans PS Plan 2022 PS Plan 2023 PS Plan 2024
PS Plan 2025
Date of AGM authorisation May 12, 2021 May 11, 2022 May 11, 2022 May 11, 2022
Date of grant March 8, 2022 March 13, 2023 March 7, 2024 April 7, 2025
Total number of PS and RS granted 790,142 638,363 548,111 633,147
To MB Members
(1)
: 114,663 122,958 154,751 172,770
Mr Jean-Marie Tritant 47,906 50,461 42,985 54,026
Mr Fabrice Mouchel 35,930 37,846 32,240 35,455
Mr Sylvain Montcouquiol 19,163 25,231 21,494 22,510
Mr Vincent Rouget n/a n/a 32,240 33,766
Ms Anne-Sophie Sancerre 11,664 9,420 25,792 27,013
Starting date of the vesting period March 8, 2022 March 13, 2023 March 7, 2024 April 7, 2025
Vesting date March 8, 2025 March 13, 2026 March 7, 2027 April 7, 2028
End of holding period (at the end of the trading day)
(2)
n/a n/a n/a n/a
Performance Conditions Yes Yes Yes Yes
Number of PS & RS vested (unavailable)
(2)
––––
Number of PS & RS vested (available)
(3)
398,810 580 173 –
Number of cancelled PS & RS 391,332 98,788 47,181 4,321
OUTSTANDING PS & RS (UNVESTED) 0 538,995 500,757 628,826
All numbers of share are presented after the effects of adjustments (3% on May 16, 2024, and 5% on May 9, 2025) made to unexercised options to compensate participants for the
impact of equity distributions. The exercise price of these share options was correspondingly adjusted on the same dates.
n/a means that the participant was not an MB member at the date of grant.
(1) For MB members at grant date.
(2) Holding period is no longer applicable to French tax residents since the 2019 grant.
(3) Shares delivered early are due to death and/or permanent disability of a participant
Information required by the AMF on the situation of Management Board members
on December 31, 2025 (table 11 of AMF recommendations)
MB members
(1)
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 2028
(2)
No Yes No No
(3)
No
(3)
Mr Fabrice Mouchel, CFO 2029 No Yes No No
(3)
No
(3)
Mr Sylvain Montcouquiol, CRSO 2030
(4)
Suspended Yes No No No
Mr Vincent Rouget, CSIO 2030
(5)
No Yes No No
(3)
No
(3)
Ms Anne-Sophie Sancerre, CCRO
2027 No Yes No No
(3)
No
(3)
(1) On January 1, 2026, Ms Kathleen Verelst was appointed as CIO on a 4-year mandate ending in 2030. To allow her to be paid in the United Kingdom where she resides and
works, an employment contract has been set up. This contract is fully subordinated to the URW SE MB Remuneration Policy. Under no circumstances can her contract
provide more benefits (including severance) than the Remuneration Policy. Her remuneration package is aligned to those of other MB members.
(2) Mr Tritant had his mandate renewed at for four years, set to expire in 2028. On October 23, 2025, the SB decided to end his mandate effective December 31, 2025.
(3) 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, upon GNRC recommendation, according to the Remuneration Policy approved at the 2025 AGM.
(4) Mandate renewed for 4 years (2026-2030) by SB decision on October 23, 2025
(5) Mandate as MB chairman effective January 1, 2026, for 4 years (2026-2030) by SB decision on October 23, 2025
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2.3.4.2 Supervisory Board members remuneration 2024/2025
Remuneration of the Supervisory Board members for 2024 and 2025 financial years
(table 3 of Afep-Medef recommendations)
SB members
Financial year
2024
(1)
Granted and paid
Financial year
2025
(1)
Granted and paid
Mr Jacques Richier, SB Chairman €374,500 €373,000
Ms Julie Avrane, SB and AC member, then GNRC member since April 29, 2025 €99,000 €97,000
Mr Michaël Boukobza
(2)
, SB and GNRC member €1 €1
Ms Cécile Cabanis, SB Vice-Chair and AC Chair until February 12, 2025 €120,500 €15,946
Mr Michel Dessolain, SB and AC member until April 29, 2025 €109,000 €28,941
Ms Susana Gallardo, SB and GNRC member until June 25, 2025 €112,500 €34,572
Ms Dagmar Kollmann, SB and GNRC member until April 29, 2025 €109,500 €26,441
Ms Sara Lucas, SB and AC member €99,000 €98,000
Mr Roderick Munsters, SB member and GNRC Chairman, then SB Vice-Chairman and AC Chairman since February 12, 2025 €132,000 €141,412
Mr Jules Niel, SB and AC member since August 28, 2025 –€1
Mr Xavier Niel
(2)
, SB member since April 29, 2025. AC member between April 29 and August 28, 2025 €1 €1
Ms Aline Sylla-Walbaum, SB and GNRC member, then GNRC Chair since February 12, 2025 €102,500 €114,680
TOTAL €1,258,502 €929,995
Percentage used of the annual envelope approved by the AGM
78.7% 58.1%
(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 MM Xavier Niel, Jules Niel and Michaël Boukobza (including any committee, ad hoc compensation and out-of-
country indemnities), shall be 1 symbolic euro per year.
2.3.4.3 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, 2025.
MB members
Stapled Shares
owned
(1)
SO non-exercised
PS subject to
vesting period
Mr Jean-Marie Tritant 99,155 285,311
(2)
147,472
(2)
Mr Fabrice Mouchel 69,001 203,779 105,541
Mr Sylvain Montcouquiol 35,217 117,043 69,235
Mr Vincent Rouget 49,113 66,006 66,006
Ms Anne-Sophie Sancerre
27,285 96,269 62,225
(1) Including the Stapled Shares held in the Company Savings Plan.
(2) Of which 57,235 SO and 57,235 PS were cancelled, on a time-prorata basis, after Mr Tritant left the Group.
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2.3.4.4 Top 10 Performance Stock Options and Performance Share grants and exercises
(table 9 of AMF recommendations)
Top 10 Performance Stock Option grants/exercises in 2025
(Article L. 225-184 of the French Commercial Code)
Top 10 SO grants
in 2025
(1)
Top 10 SO exercises
in 2025
(1)
Number of granted SO/subscribed options
(2)
101,332 78,403
Weighted average price €72.21 €68.28
LTI Plan 2021 25,113
LTI Plan 2022 52,976
LTI Plan 2023 141
LTI Plan 2024 173
LTI Plan 2025
101,332
(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 2025
(Article L. 225-197-4 of the French Commercial Code)
Top 10 of
PS grants
in 2025
(1)(2)
Top 10 PS being
definitively
available in 2025
(1)(2)
Number of PS granted/available
101,332 96,989
(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.
2.3.5 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 a 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 or frequency. They vary from year to year, both in
terms of participants and of instruments allocated. In 2025, there were
514 LTI participants, i.e. around 22% 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.
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2.3.5.1 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.
2.3.5.2 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 2025 SO plan was granted on May 11, 2022
(resolution22);
• PS and RS current authorisation: the authorisation of the General
Meeting in force for the 2025 PS plan was granted on May 11, 2022
(resolution 23);
• 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 3.31% of the fully diluted capital as
at December 31, 2025.
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) an 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
members
(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 MB members 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 2026 Remuneration Policy described in section 2.3.2.1.
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2.3.5.3 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 10/03/2025 Performance Shares definitively vested 29,223 €75.34
Chief Executive Officer
06/05/2025 Subscription of shares of the Company Savings Plan 948 €55.13
Mr Fabrice Mouchel 10/03/2025 Performance Shares definitively vested 21,918 €75.34
Chief Financial Officer
06/05/2025 Subscription of shares of the Company Savings Plan 1,897 €55.13
15/12/2025 Sale of shares 5,583 €92.00
Mr Sylvain Montcouquiol 10/03/2025 Performance Shares definitively vested 11,690 €75.34
Chief Resources & Sustainability Officer
05/06/2025 Stock Options exercised 888 €64.17
06/05/2025 Subscription of shares of the Company Savings Plan 1,897 €55.13
Mr Vincent Rouget 06/05/2025 Subscription of shares of the Company Savings Plan 1,897 €55.13
Chief Strategy and Investment Officer
Ms Anne-Sophie Sancerre 10/03/2025 Performance Shares definitively vested 7,116 €75.34
Chief Customer and Retail Officer
06/05/2025 Subscription of shares of the Company Savings Plan 1,897 €55.13
Executive Committee Members
1
Mr Bruno Donjon 10/03/2025 Performance Shares definitively vested 5,896 €75.34
Executive Committee Member
06/05/2025 Subscription of shares of the Company Savings Plan 468 €55.13
Ms Christi Karandikar 10/03/2025 Performance Shares definitively vested 8,983 €75.34
Executive Committee Member
10/03/2025 Sale of shares 3,375 €74.60
Mr Dominic Lowe 10/03/2025 Performance Shares definitively vested 20,710 €75.34
Executive Committee Member
10/03/2025 Sale of shares 7,781 €74.60
Mr Scott Parsons
2
10/03/2025 Performance Shares definitively vested 7,333 €75.34
Executive Committee Member
11/03/2025 Stock Options exercised 11,587 €64.73
Mr Jakub Skwarlo 10/03/2025 Performance Shares definitively vested 2,420 €75.34
Executive Committee Member
10/03/2025 Sale of shares 504 €74.60
Mr David Zeitoun 10/03/2025 Performance Shares definitively vested 7,726 €75.34
Executive Committee Member
06/05/2025 Subscription of shares of the Company Savings Plan 1,416 €55.13
Mr Vincent Jean-Pierre 10/03/2025 Performance Shares definitively vested 3,629 €75.34
Executive Committee Member
06/05/2025 Subscription of shares of the Company Savings Plan 1,986 €55.13
(1) Mr. Jurn Hoeksema was an Executive Committee member until he left the company on 31/01/2025. No transactions were recorded in 2025 before that date.
(2) Mr. Scott Parsons left the company on 28/03/2025. Only known transactions recorded before that date are included here.
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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, 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 a “tone from the top”
approach followed by the senior leadership is an acknowledgement of
the important role of ethics and compliance in the Group’s 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 Ethics & Compliance Committee at Group level monitors
compliance with laws and policies to effectively assess and remediate
any lack of efficiency or gaps in the Compliance Programme, 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’s (“GCO”)
responsibilities 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
fordiscussion.
2.4.3 Compliance organisational
framework
Group Ethics & Compliance Committee
The Group Ethics & 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 Ethics & Compliance Committee’s main responsibilities are:
• Hearing and reviewing the Annual Compliance Report prepared by
the GCO;
• Making recommendations on compliance due diligence presented by
the GCO or the Compliance Officer of URW NV (“CO URW NV”) on the
business ethics environment in case of potential new marketentry;
• Periodically reviewing the adequacy and effectiveness of the Group’s
Anti-Corruption Programme (“ACP”) with the Group General Counsel,
the GCO, the LCCs (EU platform) and the CO URW NV (US platform)
and suggesting possible improvements;
• Participating in 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 Ethics & 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 Ethics & Compliance Committee
whether the Group complies with applicable laws and regulations;
• Ensuring effective implementation of Group Ethics & Compliance
Committee’s decisions/recommendations and reporting any
deviations;and
• Issuing and presenting the Annual Compliance Report to the MB
andSB.
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.
The Code 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 of 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 third parties 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 that it will 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’s corruption risk
mapping will be updated in 2026.
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 mapping of risks. The KYP process is used to assess URW’s
business partners’ exposure to corruption and sanctions before
entering into any contractual relationships.
In 2025, the Group rolled out its updated third-party assessment tool
which enables automated evaluation of 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 into 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,
2025, 76% 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 LCCs 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 reviews 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 give rise to
a risk of 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-approved by the Group CRSO for European
operations or by the Chief Operating Officer US for US Operations.
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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 diligence before entering into certain business relationships
depending on the risk profile of the third party. This due diligence
includes 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 those 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 a
redflag.
Please refer to 3.2.4 Governance information – business conduct.
2.4.7 Personal data protection
The URW Group collects data that 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 for many years. This helps to
strengthen its data market strategy. Nevertheless, quick and ongoing
technological progress, combined with the rise in cyberattacks within
an increasingly complex digital environment, and the international
scale of the Group make it impossible to eliminate all risks, particularly
the risk of harm to the integrity of the personal data collected, despite
measures implemented.
A sense of responsibility is essential and shall lead to guaranteeing
exemplary practices 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 feedback used for
continuous improvement of the 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 ensures
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 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, compliance with data protection regulations 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 specialised 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, data/digital, 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 risk 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.
Daily thoroughness
TheURW Group continuously endeavours to improve its knowledge of
tools used and types 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 to 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 the processing of personal
data could have on data subjects, URW could carry out different types of
analysis 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 makes it possible 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 personal data protection into
account as of the design stage of an application or processing (“privacy
by design”). It can make recommendations to minimise the amount of
data collected in light of the related purpose, defining appropriate
retention periods, presenting information notices 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 processes personal data on
URW’s behalf in order to ensure that the service provider in question
provides a sufficient and appropriate level of protection of 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
mandatory online GDPR 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 requests by data subjects to exercise their
rights (access, rectification and opposition, right to data portability,
withdrawal of consent). The 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 implemented 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
strengthens our accountability obligations regarding data protection.
This management also involves strengthening the Group’s
relationships with its partners, suppliers and providers so that they
commit to the compliance process. The Group aims to only use
subcontractors that provide guarantees as to their appropriate
technical and organisational measures to ensure that 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.
Supporting 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. URW endeavours to
address this major challenge on a daily basis, in order to maintain global
compliance taking into account local conditions.
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 12, 2026, 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 statements, it being specified that the observations are
presented in the convening notice of the 2026 General Meeting.
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CHAPTER3
SUSTAINABILITY
3.1 Better Places roadmap 111
3.2 Sustainability Statement 122
3.2.1 General disclosures (ESRS 2) 122
3.2.2 Environmental information 155
3.2.3 Social information 226
3.2.4 Governance information – business conduct (ESRS G1) 252
3.2.5 Notes to the Sustainability Report 258
3.2.6 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
263
3.3 Green financing of the Group activities 266
3.3.1 Sustainability-linked financing (loans, credit facilities and mortgage
financings)
266
3.3.2 Green financing (bonds) 266
3.4 Appendices 271
3.4.1 Additional information 271
3.4.2 Alignment with sustainability reporting standards and frameworks 279
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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 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 retailmix.
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 Bureau Veritas, WWF
France, Axa Climate and Good On You.
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 2025:
Negligible risk
(lowest possible)
URW is Leader as part of the
Low Carbon Transition Rating
URW reconfirmed its B rating
and again received Prime status
Combined ESG Score of A,
positioned among leaders of the
Real Estate Sector (for the year
2024)
AAA
which leads the Group to be part
of MSCI ESG Indices
13
th
in the 2026 Europe 50 and 28
th
in the 2026 Global 100 rankings as one of the most
sustainable corporations in Europe and in the world ; 1
st
in the Real estate sector
15
th
out of 300 rated entities of
the world's most influential
urban companies
29
th
in the Top 100 companies for
gender equality
In 2025, URW also features in a number of renowned ESG indices,
including:
EURONEXT ESG
• World 120
• Europe 120
• Eurozone 120
• France 20
• CAC 40 ESG
• ESG Eurozone Biodiversity
Leaders PAB Index
• Euronext Europe SBT 1.5
• Euronext Green Planet France
• Euronext Equileap
• Gender Equality Eurozone
100
CAC40 GOVERNANCE
The list of “Top 10 Performers” (since the creation of the index in 2017,
confirmed in December 2025)
ECPI
• ECPI EMU Ethical Equity
• ECPI Euro ESG Equity
• ECPI Global Developed ESG Best in Class
• ECPI Global ESG Gender Equality Index
• ECPI World ESG Equity
• and ECPI Global Eco Real Estate & Building Liquid
FTSE4Good
Since 2005, updated FTSE4Good Index Review in June 2025
MSCI
• MSCI Global Green Building Index,
• the MSCI Europe Climate Action Index,
• and the MSCI World Paris-Aligned Climate Index
(1) The term “sustainability” used across the SustainabilityStatement broadly refers to, but is notlimited to, various topics such as environmental footprint (carbon emissions, energy,
water, waste, biodiversity, etc.), health, local communities, ethics andgovernance, humanrights, gender equality, and dialoguewith stakeholders.
(2) As perpublic information available on SBTi website at the timeURW receivednet-zero certification.
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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
keypillars:
• 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.
Some roadmap objectives have been reassessed, due to their 2025
deadlines and the strategic decision to retain US flagships (please see
details below).
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.
2024 2025 PROGRESS
NET-ZERO TARGETS
-90% GHG emissions reduction by 2030
(Scopes1and 2)
(1)
-84.8%
(5)
-83.9%
-50% GHG emissions reduction by 2030
(Scopes1, 2 and3)
(1)
-44.6%
(5)
-44.9%
-90% GHG emissions reduction by 2050
(Scopes1, 2 and 3)
(1)
-50% energy-intensity reduction by 2030
(2)
-37.0% -38.6%
Develop on-site renewable energy with
a50MWp plan by 2030
(4)
28 MWp
(4)
32 MWp
RESIDUAL EMISSIONS NEUTRALISATION
Develop nature protection and restoration
projects to neutralise residual emissions
onScopes 1 and 2 by 2030
(3)
Commitments in protection and restoration
projects have been made by theGroup in 2023.
Firstcarbon removals expected by 2026
(1) The Group’s GHG emissions reduction is defined in absolute terms and expressed relative to the 2015 baseline, independently of portfolio changes (excluding the significant
Westfield acquisition).
(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) The scope of the target has been extended to the whole URW portfolio following the strategic decision to retain the US Flagships.
(5) Restatement of the 2024 value following an update of the emissions factors in 2025.
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.
2024 2025 PROGRESS
WASTE
Zero waste to landfill by 2025
(1)
22.9% (Group)
3.3% (Europe)
65.8% (US)
21.7% (Group)
1.1 % (Europe)
64.9 % (US)
Engage tenants to reduce waste by -15%
by2030
(2)
-8.1% -7.1%
Reach 70% recycling rate by 2030
47.2% 47.8%
WATER
100% of assets in water stressed areas to
implement water reuse solutions by 2025
36.4% 100%
and 100% of our portfolio by 2030
(3)(4)
19.4% 47.5%
Reduce water consumption intensity by
-20% per footfall by 2030
(5)
-15.0% -17.2%
BIODIVERSITY
100% of our portfolio implements
renaturationprojects by 2030
(6)
Renaturation guidelines have been defined in 2024.
Implementation of renaturation projects is planned
for2026
CLIMATE RISK
100% of most exposed assets implement
risk mitigation measures by 2030
(7)
100% of assets have evaluated their exposure and
have a global crisis management framework inplace.
Mitigation measures under implementation since 2025
(1) The Group’s 2025 target of Zero Waste to Landfill is achieved in Europe but not at Group level due to systemic constraints in the US. Further details and action plan in the section
3.2.2.5.3 Actions and resources related to resource use and circular economy
(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.
(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) Most exposed assets are defined following a group study identifying the exposure of assets to climate risks.
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.
2024 2025 PROGRESS
DEVELOPMENT
-35% GHG emissions reduction related to
construction by 2030
(1)
-10.1% (Europe)
-6.8% (US)
-9.7% (Europe)
-6.8% (US)
100% of our major development projects
tobe certified at least BREEAM Excellent
(orequivalent)
(2)
83% 67%
Achieve biodiversity net gain for
alldevelopment projects
(3)
100% 100%
MOBILITY
URW as a catalyst for accelerating low-carbon
mobility, including a 4,000+ EV charger plan
by 2030
1,454
(4)
1,755
(1) In kgCO
2
e/sqm built, from a 2015 baseline.
(2) Equivalent environmental certification related to development projects including LEED.
(3) The biodiversity net gain calculation is done using the Biodiversity metric released by DEFRA.
(4) The scope of the target has been extended to the whole URW portfolio following the strategic decision to retain the US Flagships.
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 €5Mn 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
2024 2025 PROGRESS
Increase and promote to our
partners and visitors the
sustainability performance
ofour places.
BETTER PLACES CERTIFICATION
100% of our European assets
(1)
certified by2027
29.2% 60.9%
100% of our Group assets
(1)
certified by 2028
N/A 49.1%
Evaluate, to actively monitor and
grow the share of sustainable
offer and sustainability-driven
brands in our assets.
SUSTAINABLE RETAIL INDEX
Rolled out on 100% of eligible EU URW revenues by
2027
(1)(2)
70.1% 75.4%
And 100% of eligible Group URW revenues by2028
(1)(2)
N/A 73.5%
Integrate sustainability-driven
initiatives at the core of the
customer journey.
SUSTAINABILITY-DRIVEN CUSTOMER JOURNEY
100% of assets
(1)
to organise a Westfield Good
Festival or at least one annual campaign or event to
raise sustainable awareness by2025
100% 98 %
(3)
(1) Standing Retail assets.
(2) Revenues in Minimum Guaranteed Rents and Sales Based Rents excluding VAT standing retail assets from June 2025; eligible revenues from the following categories:
Fashion + Health & Beauty, General Services (Fitness, Entertainment), Home, Culture & Technology, Food & Beverage Services and Multi-brand.
(3) One event was cancelled in one shopping centre.
With over 900 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. Initially
designed for standing European retail assets, the Better Places
Certification objective will now extend to the United States, following the
Group’s decision to retain US flagships assets. As a result, the revised
objective is to achieve certification for 100% of assets by 2028 while
maintaining the target of 100% for EU by 2027.
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. To support this ambition,
URW co-developed the Sustainable Retail Index (SRI) with Good On You,
a global leader in sustainable brand ratings, 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. Originally targeted for full deployment
across 100% of eligible URW revenues in Europe by 2027, the SRI roll-out
will now be extended to include flagship assets in the US while
maintaining the target of 100% for EU by 2027. This expansion reinforces
URW’s ambition to drive positive change across its entire portfolio.
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,
URWalso 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. URW will extend its
objective on the Westfield Good Festival, or equivalent sustainability-
driven experiences, through 2026, ensuring continuity and alignment
with the Group’s strategic priorities.
Performance Progress
Achieved
In progress
Not achieved
Not started
Scorecard
Sustainable Experience
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COMMITMENTS KEY TARGETS
2024 2025 PROGRESS
Driving positive economic
andsocial impact within our
communities through
employment, training and social
inclusion.
A CATALYST FOR ECONOMIC & SOCIAL IMPACT
15 000 people supported annually - rising
to 25,000 by 2028 - through training, social
inclusion and employment opportunities
More than 20,000 people
securing jobs or
receivingtraining.
Over156,000community
members participated
inlocalinitiatives
More than 26,000 people
securing jobs or
receivingtraining. Around
230,000community
members participated
inlocalinitiatives
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
100% 100%
A minimum of 95% of URW employees
complete a sustainability course annually
96.8% 95.3%
Maintain 40% of senior management positions
held by women
44.3% 43.2%
80%+ of employees engaged in meaningful
community volunteering programmes by 2025
73.6% 79.6%
(1) All employees having formalised objectives in the Group Human Resources performance assessment tool.
As welcoming and inclusive places where people of all backgrounds
connect, the Group’s destinations act as catalysts for economic and
social vitality, fostering stronger social cohesion. To reinforce this
commitment, the target will be raised to 25,000 by 2028, underscoring
the Group’s ambition to amplify its positive social impact.
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 daily life, offering an innovative mix of stores,
restaurants, entertainment and services – alongside green spaces and
public facilities, office space, 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 vitality to the city.
URW also actively works on maximising its impact by developing
meaningful community projects and partnerships that support
employment, provide training, promote social inclusion and increase
access to health and culture.
This approach is rooted in a corporate culture firmly anchored
in sustainability, where employees are empowered to become
change-makers.
To achieve this, the Group offers sustainability training, fosters a
unifying culture that integrates sustainability objectives and promotes
meaningful community volunteering experiences. Committed to
diversity and inclusion, URW is a place where all team members can
have a positive impact on the environmental and social transition of
cities and our communities. The community volunteering objective will
be extended through 2026, reinforcing employee engagement and
fostering long-term commitment.
Performance Progress
Achieved
In progress
Not achieved
Not started
Scorecard
Thriving Communities
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Better Events – Viparis sustainability
roadmap
Viparis is a real estate venues and services company jointly owned by
URW and 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 1.5 Portfolio).
With more than 8 million visitors annually, 700 events and 11sites
(1)
,
Viparis integrates sustainability into its values and strategy. Engaged
since 2014, the year of its ISO20121 certification across all its venues,
Viparis structured its sustainable development approach around its
Better Events strategy, launched in 2018 and built around three pillars.
This strategy, updated in 2025, is aligned with URW’s priorities (climate
risk adaptation, reduction of carbon intensity) and with the expectations
of the events industry. It also incorporates the legacy of the Paris 2024
Olympic and Paralympic Games, notably through new commitments
generating social and local impacts (professional integration, actions
with local associations).
These three strategic pillars are broken down into eight commitments,
each associated with targets to be achieved by 2030:
1. Better for the Environment: with a commitment to addressing
climate change at its own level, striving for sustainable buildings,
protecting nature and its resources;
2. Better Heritage: with a commitment to being a benchmark in terms
of safety and accessibility, developing responsible partners and
partnerships, and making a positive impact on the community; and
3. Better at Heart: with a commitment to enhancing the employee
experience and embracing diversity.
Since 2021, Viparis has also been a signatory of Net Zero Carbon
Events, an international and voluntary initiative in the events sector
that brings together stakeholders to build an industry-wide roadmap
towards net zero by 2050, with emissions reductions by 2030 in line
with the Paris Agreement.
Viparis' sustainability policy is presented in a dedicated document available
in the sustainability section of the Viparis website: www.viparis.com.
(1) Including La Serre and Paris Convention Centre which are part of the Paris Porte de Versailles.
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COMMITMENTS
2024 2025 PROGRESS
Addressing climate change
CARBON
Reduce GHG emissions (Scopes 1 and2)
by45%
(1)
by 2030
-23%
(2)
-20%
(3)
CLIMATE RISK
Implement climate risk mitigation
measures for100% of venues by 2030
N/A
100% of the sites have
assessed their exposure
and implemented a
riskmanagement
framework
Striving for sustainable
buildings
ENERGY
Reduce energy intensity by 40%
(4)
by 2030
-28% -35%
REAL ESTATE DEVELOPMENT
Reduce GHG emissions related to the
construction of exhibition halls
(5)
by30%
in2030
N/A N/A
100% of major developmentprojects certified
every year, at a minimum, BREEAM orHQE
“Excellent”
100% 100%
BIODIVERSITY
Achieve a biodiversity net gain across100%
ofexhibition hall development projects
(6)
N/A N/A
Protecting nature and
itsresources
WASTE
Achieve a 70% recycling rate forwaste
(7)
by2030
30% 32%
(1) In absolute value, from a 2019 baseline.
(2) The 2024 data has been corrected to account for the update of the Better Events scope.
(3) In 2025, exceptional refrigerant gas leaks were detected at several sites, resulting in a significant deviation from usual emission levels. Corrective measures have been
implemented to control this risk and prevent such events from recurring in future financial years.
(4) The energy intensity ratio indicator is calculated based on energy consumption and square meters per day of occupation in a year.
(5) In intensity kgCO
2
eq/m
2
sf, based on results obtained from the construction of Hall 6 at Porte de Versailles, built in 2019.
(6) The calculation of net biodiversity gain will be carried out using the biodiversity indicator published by DEFRA.
(7) The scope includes all waste directly managed by Viparis (i.e. waste from events handled by Viparis cleaning service providers, waste generated by Viparis offices, and waste
from green spaces across Viparis venues).
In parallel, Viparis is also working on defining new targets in order to
address all sustainability challenges linked to its activities. Work is
currently underway to reduce Scope 3 emissions, taking into account
operational specificities and the hosting of major biennial trade shows.
Furthermore, Viparis aims to contribute to the transition towards more
sustainable mobility for visitor transportation, notably through the
arrival of a new metro line (Line 17) serving its Villepinte and Le Bourget
venues. Viparis is working on setting a target to develop electric vehicle
charging infrastructure across all its sites by 2030.
Finally, as part of its efforts to strengthen the preservation of local
resources, Viparis is continuing to enhance its water consumption
monitoring, with the objective of defining a reduction target for 2030.
Work is also underway to reduce the volume of waste generated by
events hosted at Viparis venues.
BetterfortheEnvironment
Viparis
PerformanceProgress
Inprogress
Achieved
Notstarted
Notachieved
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COMMITMENTS
2024 2025 PROGRESS
Being a benchmark in terms of
safety and accessibility
HEALTH, SAFETY AND ENVIRONMENT
Maintain 100% of venues aboveB level
duringHealth, Safety and Environment
(HSE)audits
(1)
each year
N/A 100%
Developing responsible
partners and partnerships
CLIMATE STRATEGY
Implement carbon clauses with100%
ofViparis'strategic partners by 2030
N/A 6%
OCCUPATIONAL INTEGRATION
Ensure a minimum integration rate of 10%
for people who are distant from the job market
in catering, cleaning and security
purchasing categories
(2)
each year
N/A 100%
Making a positive impact
onthecommunity
LOCAL ASSOCIATIONS
Create links between local associations/
social and solidarity-based enterprises
(SSEs) and Viparis' customers by 2030
N/A
A book intended for our
clients has been created
to strengthen the
connection with local and
solidarity-based
associations
(1) Every year, Viparis sites are audited by an external agency to ensure compliance with health, safety, and environmental standards.
(2) The calculation is carried out each year based on the number of contracts that were renewed during the previous year
Viparis aims to strengthen the accessibility of its sites by improving the
availability of information required to support the inclusion of all types
of disabilities. Work is currently underway to provide accessibility
information for 100% of sites on the Accèslibre platform and to deploy
dedicated accessibility sections across all websites. As part of the
legacy of the Olympic and Paralympic Games, Viparis also aims to
promote and sustain its positive economic impact on the local area,
notably through the annual measurement of indirect economic benefits,
based on a methodology currently being developed in collaboration
with the Paris ÎledeFrance Chamber of Commerce and Industry.
Performance Progress
Achieved
In progress
Not achieved
Not started
Better Heritage
Viparis
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COMMITMENTS
2024 2025 PROGRESS
Enhancing the employee
experience
COMMITMENT
Maintain an employee commitment level above
7/10
(1)
every year
6.9 7.2
Embrace diversity
DISABILITY
Fulfil 100% of requests for workplace
accommodations
(2)
every year
N/A 100%
Train 100% of managers in leadingpeople
with disabilities
(3)
by 2030
N/A 33%
GENDER EQUALITY
Maintain a gender equality index above 90/100
every year
99 94
Maintain 40% ofmanagement positions held
by women every year
41.5% 42%
(1) Internal commitment surveys in connection with employees.
(2) Subject to the request’s compliance with the disability agreement clause of Viparis
(3) The calculation is carried out within 18 months of starting in a managerial position.
After introducing a mandatory training programme on the Better Events
strategy for all employees, across all levels, Viparis is also working on
the development of sustainabilityfocused training programmes,
tailored to the different roles and functions within the company. The
objective is to roll out all of these training programmes by 2030.
Furthermore, Viparis has implemented annual sustainability objectives
for all employees. In addition to the training initiatives, work is currently
underway to further refine these individual objectives, in order to better
align them with the specific requirements of each role.
Performance Progress
Achieved
In progress
Not achieved
Not started
Better at Heart
Viparis
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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”. 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. It
may evolve in line with ongoing legislative developments and the final
adoption of the Omnibus simplification package and associated
amendments.
In accordance with the CSRD, URW’s Sustainability Statement as of
December 31, 2025, 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 on a proportional basis 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 verification as required by
regulation, with a limited level of assurance, as detailed in section 3.2.6
Certification report on sustainability information and compliance with
ESRS disclosure requirements of Unibail-Rodamco-Westfield, for the
financial year ended December 31, 2025.
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. URW NV
remains outside the scope of Directive 2013/34/EU as amended by the
CSRD. Therefore, URW NV is not required to report under the CSRD for
the financial year 2025.
(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 also 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. Westfield 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.
This operational scope is applicable for the following environmental
requirements:
- E1-5: Energy consumption and mix
- 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 is owned (at least 1 share) and managed by the
Group, and that has been in the Group portfolio for at least one full
financial year and provided that at least two semesters have elapsed
between the opening/delivery and the entry into scope (with the
exception of BREEAM InUse, for which one and a half financial years
apply). 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 2025. The 2024–2025 like-
for-like scope represents 85% of the total 2025 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 85% of the
total Group portfolio of standing assets in area (sqm) in 2025.
(1) Specific indicator and scoping rules detailed here do not apply to the CSRD and Operational scopes.
(2) Gross Leasable Area.
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In practice, in 2025, CH Ursynów is excluded from the reported data
(under works).
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 the UK for social
value). 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) and Convention & Exhibition (Viparis subsidiary
in France).
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 2025, the reporting scope of development-related indicators covered
6 projects.
SCOPES
2025
CSRD scope
Operational
control scope
Better Places scope
(Retail and offices)
Better Events scope
(Convention and exhibitions)
Number of assets 90 20 61 8
Surface
(1)
4,936,364 sqm 1,528,602 sqm 5,134,044 sqm 689,674 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.
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ASSET PORTFOLIO (FOR MORE DETAILS PLEASE REFER TO 1.5 PORTFOLIO)
REGION
Country Asset Asset type
CSRD
scope
Operational
Control scope
Better Places
scope
Better Events
scope Area (m²) Date of disposal
Cut-off date for
sustainability
data
CENTRAL
EUROPE
AUSTRIA
Westfield Donau Zentrum (Vienna) SC X X 126,800 n/a n/a
Westfield Shopping City Süd (Vienna)
SC X X 205,700 n/a n/a
Donauzentrum Offices (Vienna) Sub-asset (OF) X 10,000 n/a n/a
Shopping City Süd Offices (Vienna) Sub-asset (OF) X 9,100 n/a n/a
CZECH
REPUBLIC
Centrum Cerny Most (Prague)
SC X X 117,500 n/a n/a
Metropole Zlicin (Prague)
SC X X 54,200 n/a n/a
Westfield Chodov (Prague)
SC X X 101,600 n/a n/a
GERMANY
Gropius Passagen (Berlin)
SC X 95,200 September 12, 2025 August 31, 2025
Höfe am Brühl (Leipzig)
SC X X 50,700 n/a n/a
Minto (Mönchengladbach)
SC X X 41,600 n/a n/a
Palais Vest (Recklinghausen)
SC X X 45,700 n/a n/a
Paunsdorf Center (Leipzig) SC X X 107,300 n/a n/a
WestfieldRuhr Park (Bochum) SC X X 118,600 n/a n/a
Westfield Centro (Oberhausen)
SC
X X 253,600 n/a n/a
Westfield Hamburg-Überseequartier SC X 92,500 n/a n/a
Höfe am Brühl Offices (Leipzig) Sub-asset (OF) X 4,900 n/a n/a
POLAND
CH Ursynów (Warsaw) SC X 46,700 n/a n/a
Westfield Mokotów (Warsaw)
SC X X 68,600 n/a n/a
Westfield Arkadia (Warsaw) SC X X 117,700 n/a n/a
Wilenska (Warsaw) SC X X 41,300 n/a n/a
Wroclavia (Wroclaw) SC X X 65,300 n/a n/a
Zlote Tarasy (Warsaw)
SC 66,500 n/a n/a
Wilenska Offices (Warsaw) Sub-asset (OF) X 13,600 n/a n/a
Wroclavia Offices (Wroclaw) Sub-asset (OF) X 8,500 n/a n/a
NORTHERN
EUROPE
DENMARK Fisketorvet (Copenhagen) SC X X 61,700 n/a n/a
THE
NETHERLANDS
In den Vijfhoek (Oldenzaal)
SC X 7,800 n/a n/a
Stadshart Amstelveen (Amstelveen)
SC X X 81,800 n/a n/a
Stadshart Zoetermeer (Zoetermeer)
SC X 84,100 June 17, 2025 May 31, 2025
Westfield Mall of the Netherlands
(the Hague region)
SC X X 125,500 n/a n/a
Zoetelaarpassage (Almere)
SC X 6,500 n/a n/a
Stadshart Amstelveen Offices (Amstelveen) Sub-asset (OF) X 5,500 n/a n/a
Stadshart Zoetermeer Offices (Zoetermeer) Sub-asset (OF) X 5,700 June 17, 2025 May 31, 2025
UK
Centrale (Croydon)
SC X 74,100 n/a n/a
Westfield London (London, Shepherds Bush)
SC X X 235,800 n/a n/a
Westfield Stratford City (London, Stratford)
SC X X 188,700 n/a n/a
Whitgift (Croydon)
SC X 143,500 n/a n/a
Westfield London Offices (London) Sub-asset (OF) X 13,600 n/a n/a
SWEDEN
Nacka Forum (Greater Stockholm) SC X X 56,400 n/a n/a
Westfield Mall of Scandinavia
(Greater Stockholm)
SC X X 105,300 n/a n/a
Westfield Täby Centrum (Greater Stockholm)
SC X X 85,800 n/a n/a
Nacka Forum Offices (Greater Stockholm)
Sub-asset (OF) X 14,300 n/a n/a
Täby Centrum Offices (Greater Stockholm)
Sub-asset (OF) X 10,800 n/a n/a
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REGION
Country Asset Asset type
CSRD
scope
Operational
Control scope
Better Places
scope
Better Events
scope Area (m²) Date of disposal
Cut-off date for
sustainability
data
SOUTHERN
EUROPE
FRANCE
Aéroville (Tremblay-en-France)
SC X X 85,200 n/a n/a
Aquaboulevard (Paris 15) SC 39,100 n/a n/a
Bel-Est (Bagnolet)
SC X 48,900 n/a n/a
Carrousel du Louvre (Paris 1)
SC X X 13,500 n/a n/a
L’Usine Mode et Maison (Vélizy-Villacoublay)
SC X 21,100 n/a n/a
La Toison d’Or (Dijon)
SC
X X
78,300 n/a n/a
Les Ateliers Gaîté (Paris 14)
SC X X 29,000 n/a n/a
Lyon Confluence (Lyon)
SC
X X
53,400 n/a n/a
Rennes Alma (Rennes)
SC
X X
55,900 n/a n/a
So Ouest (Levallois-Perret)
SC
X X
57,300 n/a n/a
Ulis 2 (Les Ulis)
SC X X 53,700 n/a n/a
Villabe (Villabe)
SC X 35,400 n/a n/a
Westfield Carré Sénart (Lieusaint)
SC X X 117,200 n/a n/a
Westfield CNIT (La Défense)
SC X X 38,400 n/a n/a
Westfield Euralille (Lille)
SC X X 67,800 n/a n/a
Westfield Forum des Halles (Paris 1)
SC X X 77,500 n/a n/a
Westfield La Part-Dieu (Lyon)
SC X X 161,800 n/a n/a
Westfield Les 4 Temps (La Défense)
SC X X 140,300 n/a n/a
Westfield Parly 2 (Le Chesnay-Rocquencourt)
SC X X 130,000 n/a n/a
Westfield Rosny 2 (Rosny-sous-Bois)
SC X X 113,700 n/a n/a
Westfield Vélizy 2 (Vélizy-Villacoublay)
SC X X 131,800 n/a n/a
29, rue du Port (Nanterre) OF X 10,300 n/a n/a
Jacques Ibert (Offices) (Levallois-Perret) OF 11,000 n/a n/a
Le Sextant OF
X X
13,400 n/a n/a
Les Villages de l’Arche OF X 19,700 n/a n/a
Lightwell OF X 34,000 n/a n/a
Pullman Paris-Montparnasse (Hotel) (Paris 14) OF X 51300 September 16, 2025 August 31, 2025
Tour Rosny (Rosny-sous-bois) OF X 13,700 n/a n/a
Trinity OF
X X
47,800 n/a n/a
Espace Champerret (Paris 17) CE X X X 8,300 n/a n/a
Espace Grande Arche (La Défense) CE X 5,000 n/a n/a
Hôtel Salomon de Rothschild (Paris 8) CE 1,300 n/a n/a
Le Palais des Congrès de Paris
(2)
(Paris 17) CE X X 50,900 n/a n/a
Palais des Congrès d’Issy-les-Moulineaux CE X X X 2,300 n/a n/a
Palais des Sports (Paris 15) CE n.a. n/a n/a
Paris Nord Villepinte CE X X X 243,500 n/a n/a
Paris Porte de Versailles (Paris 15) CE X X X 252,400 n/a n/a
Paris, Le Bourget CE X X X 86,700 n/a n/a
CNIT (Hotel) Sub-asset (OF) X 10,800 n/a n/a
CNIT (Offices) Sub-asset (OF) X 38,100 n/a n/a
Carrousel du Louvre (Expos) (Paris 1) Sub-asset (CE) X X 6,600 n/a n/a
CNIT Forest (La Défense) Sub-asset (CE) X X 17,700 n/a n/a
Maine Montparnasse (Paris 15)
Other Holdings X 35,500 n/a n/a
SPAIN
Bonaire (Valencia)
SC X 135,000 March 13, 2025 February 28, 2025
Garbera (San Sebastian)
SC X X 59,400 n/a n/a
La Vaguada (Madrid)
SC X 87,000 n/a n/a
Splau (Barcelona)
SC X X 56,000 n/a n/a
Westfield Glòries (Barcelona)
SC X X 70,100 n/a n/a
Westfield La Maquinista (Barcelona)
SC X X 94,500 n/a n/a
Westfield Parquesur (Madrid)
SC X X 159,000 n/a n/a
La Vaguada Offices (Madrid)
(1)
Sub-asset (OF) X 10,300 n/a n/a
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REGION
Country Asset Asset type
CSRD
scope
Operational
Control scope
Better Places
scope
Better Events
scope Area (m²) Date of disposal
Cut-off date for
sustainability
data
US
Westfield Century City (Los Angeles, California)
SC X X 122,400 n/a n/a
Westfield Culver City (Culver City, California)
SC
X X
98,000 n/a n/a
Westfield Fashion Square (Sherman Oaks,
California)
SC
X X
80,800 n/a n/a
Westfield Galleria at Roseville (Roseville,
California)
SC X X 124,400 n/a n/a
Westfield Garden State Plaza (Paramus,
New Jersey)
SC
X X
194,900 n/a n/a
Westfield Montgomery (Bethesda, Maryland)
SC X X 123,600 n/a n/a
Westfield Oakridge (San Jose, California)
SC
X X
101,800 n/a n/a
Westfield Old Orchard (Skokie, Illinois)
SC X X 138,100 n/a n/a
Westfield Plaza Bonita (National City, California) SC
X X
95,500 n/a n/a
Westfield Southcenter (Seattle, Washington)
SC
X X
156,500 n/a n/a
Westfield Topanga (Canoga Park, California)
SC
X X
148,300 n/a n/a
Westfield UTC (San Diego, California)
SC
X X 115,800 n/a n/a
Westfield Valley Fair (Santa Clara, California) SC
X X 181,100 n/a n/a
Westfield Wheaton (Wheaton, Maryland)
SC X X 137,300 n/a n/a
Westfield World Trade Center (New York, New
York)
SC X 36,800 n/a n/a
Corbin Office (New York, New York) OF X 2,900 n/a n/a
San Francisco Centre (San Francisco, California) OF X 9,800 n/a n/a
Old Orchard Offices (Skokie, Illinois) Sub-asset (OF) X 7,900 n/a n/a
Wheaton Offices (Wheaton, Maryland) Sub-asset (OF) X 18,800 n/a n/a
Chicago O’Hare International Airport Airports X n/a December 11, 2025 November 30, 2025
John F. Kennedy International Airport Airports X n/a December 11, 2025 November 30, 2025
Los Angeles International Airport Airports X n/a December 11, 2025 November 30, 2025
(1) La Vaguada is only included in the Better Places scope because of its contribution to the Sustainable Retail Index.
(2) 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.
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Value chain in the Sustainability Statement
URW takes a comprehensive approach to analysing its value chain. For paragraphs related to the 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; and
• Tenants operating businesses within URW properties are part of the
Group’s value chain.
URW’S VALUE CHAIN
In 2025, the Group updated its double materiality analysis, 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
ofstakeholders.
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 during the 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 Application note
Since 2024, URW sustainability statements have applied the
requirements of the CSRD.
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 addition to the information shared in this sustainability statement, the
group provides further information on indicators specific to its Better
Places strategy upon request at the following email address:
sustainability@urw.com.
3.2.1.1.2.2 Changes and evolutions in reporting
Particularly on Better Places reporting scope, changes may 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 years 2024 and
2025. 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 scopes.
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.
Regarding the Better Places scope, the rules for the entry and exit of
assets were clarified in 2025 for shopping centres and office buildings.
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 sector, the Better Events
sustainability roadmap defines the following reference years: 2014 for
energy-related objectives, 2019 for carbon-related objectives (Scope 1 & 2),
and 2022–2023 for Scope 3.
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
Scopes1, 2 and 3 and total GHG emissions) for shopping centres
andoffices;
- 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. It should be noted that the Group’s GHG
emissions performance is presented without taking portfolio changes
into account (excluding the significant Westfield acquisition); in
particular, asset disposals have not been restated in the baseline. In the
2026 Universal Registration Document (URD), URW will publish,
alongside the current results, complementary indicators that neutralize
the effect of portfolio changes.
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URW identified uncertainty sources as regards the Group carbon footprint:
Emissions factors evolution
In 2025, emissions factors related to refrigerant gas, electricity (Scopes
2 and 3), monetary expenses (OPEX and CAPEX) and waste have been
updated. Emissions factors used before were outdated and better data
sources are now available for several countries (e.g. DEFRA, EPA,
ADEME…). URW acknowledges that these changes have an influence on
the Group carbon footprint, hence the 2024 figures have been restated
using these new emissions factors. The vast majority of emissions
factors changes are attributable to external decarbonisation dynamics
(decarbonisation of national electricity mixes) rather than
methodological changes. The breakdown of variations by emission
category is presented in the table below.
CSRD Scope Operational Scope Better Places Scope
2024
published
2024 restated
2024
published
2024 restated
2024
published
2024 restated
Scope 1 GHG emissions
Gross Scope 1 GHG emissions (tCO
2
e) 10,102 10,353 5,036 5,087 10,186 10,315
Percentage of Scope 1 GHG emissions from regulated
emission trading schemes (%)
0% 0% 0% 0% 0% 0%
Scope 2 GHG emissions
Gross Scope 2 GHG emissions - location-based (tCO
2
e) 86,751 70,161 20,476 18,238 93,415 76,529
Gross Scope 2 GHG emissions - market-based (tCO
2
e) 23,151 23,151 2,017 2,017 13,307 13,307
CSRD and operational
control Scope Better Places Scope
2024 published 2024 restated 2024 published 2024 restated
Significant Scope 3 GHG emissions
Gross Scope 3 GHG emissions - location-based (tCO
2
e) 4,295,380 4,160,515 3,000,246 2,871,988
Gross Scope 3 GHG emissions - market-based (tCO
2
e) 4,204,519 4,080,990 2,917,205 2,794,714
1 Purchased goods and services 224,492 183,534 195,271 154,312
2 Capital goods 11,292 11,292 1,301 1,301
3
Fuel and energy-related activities (not included in Scope
1 orScope 2) - location-based
27,761 25,675 23,861 22,215
Fuel and energy-related activities (not included in Scope
1 orScope 2) - market-based
19,241 13,357 16,781 10,400
4 Upstream transportation and distribution 195,645 195,645 – –
5 Waste generated in operations 11,268 19,626 9,832 17,254
6 Business travelling 2,031 2,031 1,849 1,849
7 Employee commuting 2,222 2,222 1,897 1,897
8 Upstream leased assets – – – –
9 Downstream transportation 3,302,143 3,302,143 2,287,461 2,287,461
10 Processing of sold products – – – –
11 Use of sold products – – – –
12 End-of-life treatment of sold products – – – –
13
Downstream leased assets - location-based 285,578 231,474 245,826 198,826
Downstream leased assets - market-based 203,237 164,266 169,866 133,366
14 Franchises –– ––
15
Investments
232,947 186,873 232,947 186,873
Total GHG emissions
Total GHG emissions - location-based (tCO
2
e) 4,417,524 4,264,133 3,103,847 2 958 832
Total GHG emissions - market-based (tCO
2
e) 4,244,604 4,117,834 2,940,698 2 818 335
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Avoided emissions
The calculation of URW’s avoided emissions were updated in 2025:
• Regarding mobility (installation of EV chargers), the impact of car
manufacturing is now included in the methodology and the carbon
footprint of the electricity consumed is now evaluated using a
market-based approach, meaning green electricity contracts are
considered when applicable.
• Regarding waste (energy recovery), figures have been corrected due
to miscalculations and heating values have been updated with a
common data source for all waste streams.
Baseline Viparis
Viparis has chosen to maintain 2019 as the reference year for its Scope 1
and 2 trajectory. For Scope 3, however, the approach has been adapted
to better reflect operational reality. For more details, please see section
3.2.2.2.2 Transition plan for climate change mitigation, “Viparis-specific
decarbonisation plan details”.
Scopes 1 and 2 emissions
Regarding Scope 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 underestimations or overestimations. 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's 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 not 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
in2025; and
• The energy mix each tenant uses 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 2025 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
ESRS 2
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 Supervisory Board composition and diversity
22 3.1Better Places roadmap
GOV- 2 24; 25; 26 2.2.2.4. Specialised Supervisory Board
GOV- 3 27; 28; 29 2.3.2 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
40
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
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 29 5.1 Consolidated financial statements
S2
SBM-3 10 6.1.2 Group Enterprise Risk Management framework
S2-1 16 6.2.2.4 Category #4: Security, health and safety risks
S2-3
28 2.4 Ethics and compliance within URW Group
27
6.2.2.4 Category #4: Security, health and safety risks
Disclosures pursuant to
Article 8 of Regulation
(EU) 2020/852
(TaxonomyRegulation)
Minimum safeguards
6.2.1 Ratings of the main specific risk factors
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
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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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, 2025
As at December 31, 2025, 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”), coordinates the roll-out
of the Better Places roadmap (Environmental Transition, Sustainable
Experience and Thriving Communities) and ensures the compliance
with CSRD regulation. For more information, please see section 2.2.1
The Management Board.
Supervisory Board as at December 31, 2025
The Supervisory Board (“SB”) composition is detailed in section 2.2.2.1
Supervisory Board composition and diversity. The competencies and
skills of the SB members are available in section 2.2.2.1 Supervisory
Board composition and diversity where a detailed experience matrix is
provided. The focus is on 9 key competencies identified to best carry out
Supervisory Board duties, including ESG/sustainability, aligned with the
Group’s core business and strategy.
75% (6 out of 8) 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
section2.2.2.1 Supervisory Board composition and diversity). It has been
discussed and decided within the Governance, Nomination and
Remuneration Committee (“GNRC”) and the SB to prioritise recruiting
members with robust ESG/sustainability expertise to ensure that they
can challenge efficiently the strategies proposed bythe MB.
As a consequence, the SB as a whole represents a wide range of ESG/
sustainability expertise. SB members in 2025 gather many ESG skills in
their other/former functions or are 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 ESGclubs, 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.
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AUDIT COMMITTEE
SUPERVISORY BOARD
GOVERNANCE, NOMINATION AND
REMUNERATION COMMITTEE
MANAGEMENT BOARD
Quarterly updates
CHIEF OPERATING
OFFICERS’ MEETINGS
Ad hoc meetings
EXECUTIVE COMMITTEE
Quarterly meeting
BETTER PLACES COORDINATION MEETINGS
led by the CSRO with the Group Director of Sustainability & project leaders
EUROPEAN EMPLOYEE
COMMITTEE
Ad hoc meetings
SUSTAINABILITY CHAMPIONS
Monthly meetings
SUSTAINABILITY TEAM
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 involve all members in these
discussions, the SB believes 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
ongoing trainings.
A comprehensive overview of skills and experiences of each SB
member is disclosed in section 2.2.2.1 Supervisory Board composition
and diversity, which is discussed and updated each year. Specifically,
for ESG/sustainability skill, detailed reports are provided through a
matrix gathering the expertise in ESG as a whole. This makes it
possible to monitor the SB expertise, and be proactive in recruiting
future members with adequate profiles. Additionally, on that basis,
the SB can request external reports and specific training so that it
remains 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 Supervisory
Board composition and diversity.
• The Audit Committee (“AC”)
(1)
is provided with comprehensive
information on sustainability matters. It monitors 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 specifically oversees the supervision of the double materiality
analysis updates and changes in terms of material IROs, as it
oversees the processes of preparation and publication of financial
and non-financial information by the Group. The effectiveness of
internal control is the responsibility of the Management Board, and
the Audit Committee monitors it.
• 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 oversees 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 managing the
implementation and monitoring progress 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 in charge
of roll-out, 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, the Group Director of
Sustainability and project leaders 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).
• 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
theorganisation.
(1) Please see the last version of the applicable Charter at https://www.urw.com/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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• The European Employees 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, as well
as Group strategy. The committee also discusses all issues regarding
the Group’s employees with implication at EU level. Topics discussed
in 2025 include URW’s Group strategy, human resources priorities
and objectives and employee survey results. 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,
which integrates key financial and non-financial data, include
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, which is accountable for the Group strategy and results,
in front of the SB. The 4 regional COOs (Central Europe, Northern Europe,
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 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.
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
involve 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. The SB and the MB met at least every
quarter to discuss topics linked to the Better Places roadmap and
sustainability matters.
In 2025, the SB training session integrated an update on climate
adaptation. The training focused on the assessment of climate risks
methodology and how URW adapts its strategy and mitigates the risks.
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.
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Audit Committee’s activities regarding sustainability
in 2025
Sustainability is regularly addressed during AC meetings. In 2025, the
AC reviewed its process to ensure the quality and relevance of the data
made public.
The AC reviewed 2024 sustainability performance particularly on
Better Places commitments. The committee also agreed to recommend
the SB approval's of the 2024 Sustainability Statement. Throughout the
year, the AC reviewed key topics including:
• Regulatory developments (particularly linked to Omnibus directive)
• Improvement areas (related to “2024 first application note”)
identified following the publication of the first sustainability
statement ensuring progress on regulatory compliance and reporting
practices.
In July 2025, the AC approved the updated 2025 double materiality
analysis.
Governance, Nomination and Remuneration Committee’s
activities regarding sustainability in 2025
In 2025, the GNRC discussed the sustainability metrics used in short-
term incentive (“STI”) and long-term incentive (“LTI”) targets.
RegardingLTI, the GNRC worked on the ESG scorecard and its criteria,
specificities and overall weight (25%); for more details, see section 2.3.2
Remuneration Policy. The GNRC remains proactive in assessing the ESG
component in its core business, adding this topic systematically to the
annual assessment of the effectiveness of the SB and its committees and
related questionnaire and interviews, as well as related disclosures in the
URD. The SB experience matrix was discussed on several occasions by
the GNRC, which focused on ESG skills and expectations regarding the SB
profile and pipeline for future SB candidates. The GNRC also focused
on 2025 achievements in terms of People KPIs, such as diversity
andcommunity.
The GNRC discussed the relevance of an ESG Committee as it does
annually, and agreed to recommend that the SB maintain its decision to
not add a specific ESG Committee to its current committees (Audit
Committee (AC) and Governance, Nomination and Remuneration
Committee (GNRC)), 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:
• ESG is a core component of URW’s long-term competitive strategy
and at the heart of the Group business model,
• URW's main shareholders have not raised any specific concern about
URW not having a dedicated ESG Committee, and
• The current size of the SB does not leave room for an additional
committee.
Furthermore, ESG is always on the agenda of the annual SB training to
offer external horizons. Given the scrutiny on dedicated ESG
committees, the GNRC agreed to recommend that relevant and detailed
explanations on the above, as well as related areas of responsibilities
within the SB, AC & GNRC, be thoroughly disclosed in the 2025 URD and
SB/AC/GNRC Charters.
Viparis’ sustainability governance is overseen by its Management
Board, composed of seven members and chaired by Mr Arnaud Burlin.
The Board validates the sustainability policy, supervises its
implementation and makes strategic decisions to ensure effective
deployment. MsAudrey Montecatine, Executive Director in charge of
Central Functions, plays a key role in steering sustainability initiatives.
The Sustainability team defines the overall strategy and collaborates
with transversal and operational functions to implement actions
aligned with Viparis’ objectives. An annual Better Events Committee,
co-chaired by Mr Arnaud Burlin and Ms Audrey Montecatine, ensures
the effective implementation of the Better Events roadmap. This
committee monitors progress, drives key actions, and arbitrates when
necessary to resolve issues.
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 have included an ESG component since 2017, in line with the
Group’s Better Places roadmap (for more details, see section 2.3.2
Remuneration Policy).
In 2024, the GNRC introduced a sustainability scorecard for theLTI,
increasing the weight of ESG-related performance indicators from
20% in 2023 to 25% in 2024.
The vast majority of employees (100% in 2025
(1)
) also have
sustainability-related goals in their individual objectives, which are
considered in the People Performance Programme and individual
incentives (see section 3.2.3.1.3 Policies related to own workforce and
section 2.3.2 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 contracting companies, and therefore
does not publish a duty of care plan. The company is closely monitoring developments in the future European directive on corporate sustainability due
diligence (CS3D), which aims to encourage sustainable and responsible behaviour by companies and to integrate human rights and environmental
considerations into their activities and governance. URW intends to follow its principles as far as possible.
CORE ELEMENTS
OFDUEDILIGENCE PARAGRAPHS IN THE SUSTAINABILITY STATEMENT
a) Embedding
duediligence 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 Policies related to value chain workers
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 ofdue
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 processes to identify and assess material impacts, risks and opportunities
3.2.2.2.4 Description of the processes 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
3.2.3.2.3 Policies related to value chain workers
3.2.4.4 Prevention and detection of corruption and bribery
d) Taking actions
toaddress those
adverseimpacts
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 overseen 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). 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
processes to identify and assess material impacts, risks and
opportunities) jointly made 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 into 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 risk analysis and are integrated into 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 Viparis 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
lowrisks.
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).
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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. The Sustainability Performance Management
team updates the sustainability reporting scope annually, reflecting the
Group’s portfolio evolutions.
Sustainability reporting relies on two main tools:
• 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 to report non-financial data. User guides are provided
to explain the process, 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 ensure the reliability of the data entered by
contributors and the completeness of the information published. This
rigorous approach guarantees the accuracy, accountability and
integrity of the URW data reporting process; and
• The HR Information System is managed by Group HR teams and is
used to collect HR-related information throughout the Group.
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.
3.2.1.3 Strategy
3.2.1.3.1 Strategy, business model and
value chain (ESRS 2 SBM-1)
URW operates vibrant retail-anchored destinations in many of the
world’s best cities and urban areas. Additionally, the Group owns and
develops office buildings and owns and operates Convention &
Exhibition (“C&E”) venues in the Paris region. 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.
The Better Places 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. This 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 processes 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 see 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 stakeholders takes various forms 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 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 wide
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
project roll-outs,
maintenance and
equipment follow-up
and reporting
• Good financial
relationships through
invoices, orders and
partnerships
• Strong operating
and financial
performance
• Disciplined capital
allocation
• Long-term value
creation
• Cash distribution
• Help communities
thrive 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,
decarbonisation
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 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.)
• Improved debt ratios
• Increased 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 visitor awareness
of sustainability topics
• Dedicated target in the
roadmap on biodiversity
net gain
• Membership in
representative
associations (EPRA,
AFEP, FACT, FEI,
ECSP) and Think Tank
(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 (economic,
environmental and
social impacts) of
URW's retail activities
on its stakeholders
(1) French High Authority for Transparency in Public Affairs.
The table below provides an overview of how URW engages with its key stakeholders across the ESRS topics, and how their input informs the Group’s
strategic priorities, risk management and sustainability actions.
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ESRS Specific stakeholder context
E1 – Climate change URW engages a wide range of stakeholders - including investors, tenants, suppliers, employees, communities and public
authorities - through structured channels such as investor roadshows, tenant forums, supplier onboarding, employee surveys
and community consultations. Their views have directly shaped the Group’s climate strategy, including the adoption of
SBTivalidated net-zero targets, the prioritisation of energy efficiency and electrification in CAPEX planning and the rollout of
green leases and adaptation plans. Climate-related risks and opportunities are integrated into asset valuations and the
enterprise risk management framework, with regular oversight by the Supervisory Board and Audit Committee.
E3 – Water and marine resources Stakeholder engagement - including tenants, utilities, regulators and local communities - has informed URW’s water
strategy, particularly in waterstressed areas identified via the WWF Water Risk Filter. Feedback has led to the
implementation of water reuse systems, submetering and drought-resilient landscaping across priority assets. These
measures are embedded in the Better Places roadmap and contribute to long-term targets for water intensity reduction.
Water-related risks are reviewed annually and integrated into the Group’s risk mapping and governance processes.
E4 – Biodiversity and ecosystems URW consults with municipalities, NGOs (including WWF France), ecological experts and local communities to shape its
biodiversity strategy. Stakeholder input is reflected in the commitment to biodiversity net gain for all new projects and
renaturation plans for standing assets by 2030. These views influence site design, ecological partnerships and
maintenance practices. Biodiversity risks and opportunities are monitored through ESG governance structures and
integrated into the Better Places roadmap and development planning processes.
E5 – Resource use and circular economy Tenants, suppliers, contractors and waste operators are actively engaged in shaping URW’s circular economy strategy.
Their feedback has led to the development of circular fitout standards, improved waste segregation infrastructure and
procurement policies favouring recycled and reusable materials. These stakeholder-informed measures support the
Group’s targets for recycling and landfill diversion, and are tracked through the Better Places Scorecard. Circularity
risks are reviewed within the enterprise risk framework and overseen by the Supervisory Board and Audit Committee.
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.
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.
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ESRS Specific stakeholder context
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
thecommunity.
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), 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.
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.
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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 it is
integrated in the Group strategy and aligned with 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.
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 (Note 2.5) of this report, the Group does not
expect any material adjustments to its financial statements as a result
of these material issues.
The list of material IROs is presented in section 3.2.1.4.1 Description of
the processes to identify and assess material impacts, risks and
opportunities). The table below presents URW's material IROs and
indicates where these are concentrated across its value chain.
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I+: Positive Impact I–: Negative Impact R: Risk O: Opportunity
: Short-Term : Medium-Term : Long-Term
Value Chain
Topic
Code Description
Type of
IRO Upstream URW Downstream Time Horizon
URD section
reference
ENVIRONMENT
GHG
emissions of
construction
E1-I-1
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 or building equipment. This impact is connected to the
development activities of URW. It is oriented downwards given the limited
pipeline from 2025 onwards and the focus on retrofit/extension.
I–
••
3.2.2.2.2
GHG
emissions
andenergy
consumption
of building
operations
E1-I-2
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.
I–
• •
3.2.2.2.8
3.2.2.2.9
E1-R-1
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.
R
•
3.2.2.2.2
E1-R-2
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.
R
••
3.2.2.2.2
E1-O-1
Investing in energy-efficient equipment and renewable energy
sources: For URW assets, it will reduce GHG emissions and energy
consumption. This should also lead to energy-related cost savings and
reinforced operational efficiency forURW.
O
•
3.2.2.2.2
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).
O
•
3.2.2.2.3
GHG
emissions
from visitors'
mode of
transport
E1-I-3
The transport of visitors to and from URW’s shopping centres
significantly contributes to URW's GHG indirect emissions. This is in
particular related to the use of combustion-powered cars by visitors.
I–
•
3.2.2.2.9
Adaptation to
climate
change
E1-R-3
Risk from increased costs of extreme weather events - property
damage and insurance costs: Extreme weather events such as
heatwaves, cold snaps and flooding can cause significant property
damage. This could lead to increased maintenance and repair costs.
Additionally, these events could lead to higher insurance premiums,
further increasing operational costs.
R
•
3.2.2.2.2
Water
consumption
in water
stressed areas
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).
I–
•
3.2.2.3
Biodiversity in
development
projects
E4-I-1
Resource use: The use of natural resources in construction can
contribute to habitat loss and biodiversity decline.
I–
•
3.2.2.4
E4-I-2
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.
I+
•
3.2.2.4
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.
O
•
3.2.2.4
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Value Chain
Topic Code Description
Type of
IRO Upstream URW Downstream Time Horizon
URD section
reference
Consumption
of raw
materials
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
I+
•
3.2.2.5
E5-I-2
Resource use and efficiency: Overconsumption of raw materials can
lead to resource depletion. This can have long-term negative impacts on
society and the environment (by using raw materials more efficiently for its
development projects, URW can reduce its environmental impact).
I–
••
3.2.2.5
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.
I–
•
3.2.2.5
E5-R-1
Scarcity of raw materials for direct URW use - 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.
Itcould also necessitate a shift towards alternative materials or
construction methods.
R
•
3.2.2.5
E5-O-1
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.
Thisapproach reduces raw material consumption and supports
sustainability goals while attracting stakeholders committed to
environmental responsibility.
O
•
3.2.2.5
E5-O-2
Regulatory compliance: By reducing raw material consumption in
development projects, URW can better adhere to environmental
regulations, enhancing the likelihood of obtaining legal authorisations
andpermits.
O
•
3.2.2.5
Waste
management
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).
I–
••
3.2.2.5.2
3.2.2.5.4
3.2.2.5.6
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Value Chain
Topic
Code Description
Type of
IRO
Upstream URW Downstream Time Horizon
URD section
reference
SOCIAL
Gender
equality
and equal pay
for work of
equal value
S1-I-1
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.
I+
•
3.2.3.1
Training
and skills
development
S1-R-1
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.
R
•
3.2.3.1
S1-R-2
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.
R
•
3.2.3.1
Compliance
with human
rights for
workers in the
value chain
S2-R-1
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.
R
•
3.2.3.2
Impacts on
communities
S3-I-1
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 (vaccination), safety.
I+
•
3.2.3.3
Responsible
consumption -
Access to
products and
services
S4-I-1
Sustainable consumption: 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.
I+
•
3.2.3.4
Health &
Safety:
in operated
assets and on
construction
sites
S1-S2-
I-1
Workplace accidents: The nature of construction work significantly
increases the risk of workplace accidents. These can lead to injuries or
fatalities, impacting the well-being of the workforce.
I–
••
3.2.3.2
S1-S2-
R-1
Increased insurance premiums: Health, safety and security incidents
could lead to increased insurance premiums, impacting operational costs.
R
•
3.2.3.2
S1-S2-
R-2
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.
R
•
3.2.3.2
S1-S2-
R-3
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.
R
•
3.2.3.2
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Value Chain
Topic
Code Description
Type of
IRO Upstream URW Downstream Time Horizon
URD section
reference
GOVERNANCE
Responsible
and
sustainable
interaction
with supply
chain
G1-R-1
Complexity of supplier network: URW has an extensive and heterogeneous
network of suppliers, which can include several subcontractor levels. The
complexity of this network can make it difficult to monitor and manage risks
related to responsible and sustainable practices.
R
•
3.2.4
G1-O-1
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 sustainable resources.
O
•
3.2.4
G1-O-2
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.
O
•
3.2.4
G1-O-3
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.
O
••
3.2.4
Business
ethics and
corruption
G1-R-2
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.
R
••
3.2.4
G1-R-3
Relations with public administrations: Relations with public
administrations for permits and responses to large tenders (e.g., Brussels
- alliance with JV partners = higher risk) can pose risks. Any perceived
impropriety in these relations could lead to legal action, reputational
damage and potential loss of business opportunities.
R
•
3.2.4
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3.2.1.4 Impact, risk and opportunity
management
3.2.1.4.1 Description of the processes
to identify and assess material
impacts, risks and opportunities
(ESRS 2 IRO-1)
In 2023, URW conducted its first Group-wide double materiality
assessment (based on ESRS drafts), covering all business segments.
The process was supported by an external advisory firm to ensure
methodological robustness. In 2024, the analysis was refined for
greater granularity and full regulatory alignment. In 2025, each issue
was assessed at IRO level, with slight adjustments to materiality. The
social dialogue topic was reassessed during the 2025 update and is no
longer considered material (important topic but does not exceed the
criticality level), while climate change adaptation is now addressed as
an impact rather than a risk.
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 double materiality assessment evaluates 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 analyses 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.
The key themes of the sectors that make up URW’s value chain —
including construction materials, engineering, building products
and retail — were incorporated 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. In the Group risk assessment, one of the 11 risks is
fully dedicated to sustainability, split into 12 sub-risks assessed
for ratings, mitigations, and actions. This risk is owned by the
CRSO and reviewed annually, driving strong focus through Audit
Committee deep dives, SB training, and MB discussions.
• 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 while
likelihood is evaluated to determine the probability of
occurrence. 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
andprojects)
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.
3. 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”), Public
affairs and Cybersecurity 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.
4. 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.
5. 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, URW identified 35 material impacts, risks and opportunities
among 17 topics and subtopics with regard to their level of importance,
from a financial and impact perspective (see below). 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 level could be extended to 5 because the impact on value chain is not relevant.
MATERIALITYIMPACT
◉ GHGemissionsfromconstruction
◉ GHGemissionsfromvisitors'modeoftransport
◉ Waterconsumptioninwaterstressedareas
◉ Wastemanagementinoperationsofstandingassets
◉ Genderequalityandequalpayforworkofequalvalue
◉ Diversityandinclusion
◉ Impactsoncommunities
◉ Responsibleconsumption–Accesstoproductsandservices
DOUBLEMATERIALITY
◉ GHGemissionsandenergyconsumption
ofbuildingoperations
◉ Biodiversityindevelopmentprojects
◉ Consumptionofrawmaterialsfordevelopmentprojects
◉ Health,safety,andsecurity:inoperatedassetsandon
constructionsites
NON-MATERIAL
◉ Pollutionfromconstructionandoperationsofbuildingsand
userstransport(air,water,soil),includinginternalairquality
◉ Biodiversityinoperatedassets
◉ Socialdialogue
◉ Health,safety,wellnessandsecurityatheadquarters
◉ AccessibilitytoURWassetsandusercomfort
◉ Dataprivacyandcybersecurity
◉ Politicalengagement
FINANCIALMATERIALITY
◉ Adaptationtoclimatechange
◉ Trainingandskillsdevelopment
◉ Compliancewithhumanrightsforworkersinthevaluechain
◉ Responsibleandsustainableinteractionwithsupplychain
◉ Businessethicsandcorruption
Materialityimpact
Financialmateriality
Key: Environmentaltopics Socialtopics Governancetopics
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3.2.1.4.2 Disclosure requirements in ESRS covered by the undertaking’s Sustainability
Statement (ESRS 2 IRO-2)
The table below presents the disclosure requirements covered by the Group's Sustainability Statement.
N/A: Not Applicable NM: Non-material PI: Phase-in provisions
ESRS Disclosure requirements URD section
General
disclosures
BP-1 General basis for preparation of the sustainability statement 3.2.1.1.1
BP-2 Disclosures in relation to specific circumstances 3.2.1.1.2
GOV-1 The role of the administrative, management and supervisory bodies 3.2.1.2.1
GOV-2
Information provided to and sustainability matters addressed by the undertaking’s administrative, management
andsupervisory bodies
3.2.1.2.2
GOV-3
Integration of sustainabilityrelated performance in incentive schemes
3.2.1.2.3
GOV-4 Statement on due diligence 3.2.1.2.4
GOV-5 Risk management and internal controls over sustainability reporting 3.2.1.2.5
SBM-1 Strategy, business model and value chain 3.2.1.3.1
SBM-2 Interests and views of stakeholders 3.2.1.3.2
SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 3.2.1.3.3
IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities 3.2.1.4.1
IRO-2 Disclosure requirements in ESRS covered by the undertaking’s sustainability statement 3.2.1.4.2
E1: Climate
change
ESRS 2 GOV-3 Integration of sustainability-related performance in incentive schemes 3.2.2.2.1
ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 3.2.1.3.3
ESRS 2 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities 3.2.1.4.1
E1-1 Transition plan for climate change mitigation 3.2.2.2.2
E1-2 Policies related to climate change mitigation and adaptation 3.2.2.2.5
E1-3 Actions and resources in relation to climate change policies 3.2.2.2.6
E1-4 Targets related to climate change mitigation and adaptation 3.2.2.2.7
E1-5 Energy consumption and mix 3.2.2.2.8
E1-6 Gross Scopes1,2,3 and Total GHG emissions 3.2.2.2.9
E1-7 GHG removals and GHG mitigation projects financed through carbon credits 3.2.2.2.10
E1-8 Internal carbon pricing 3.2.2.2.11
E1-9 Anticipated financial effects from material physical and transition risks and potential climate-related opportunities PI
E2: Pollution
ESRS 2 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities
NM
E2-1 Policies related to pollution
E2-2 Actions and resources related to pollution
E2-3 Targets related to pollution
E2-4 Pollution of air, water and soil
E2-5 Substances of concern and substances of very high concern
E2-6
Anticipated financial effects from pollutionrelated impacts, risks and opportunities
E3: Water
andmarine
resources
ESRS 2 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities 3.2.1.4.1
E3-1 Policies related to water and marine resources 3.2.2.3.2
E3-2 Actions and resources related to water and marine resources 3.2.2.3.3
E3-3 Targets related to water and marine resources 3.2.2.3.4
E3-4 Water consumption 3.2.2.3.5
E3-5
Anticipated financial effects from water and marine resourcesrelated impacts, risks and opportunities
PI
E4:
Biodiversity
and
ecosystems
E4-1 Transition plan and consideration of biodiversity and ecosystems in strategy and business model 3.2.2.4.1
ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 3.2.1.3.3
ESRS 2 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities 3.2.1.4.1
E4-2 Policies related to biodiversity and ecosystems 3.2.2.4.4
E4-3 Actions and resources related to biodiversity and ecosystems 3.2.2.4.5
E4-4 Targets related to biodiversity and ecosystems 3.2.2.4.6
E4-5 Impact metrics related to biodiversity and ecosystems change 3.2.2.4.7
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ESRS Disclosure requirements URD section
E5: Circular
economy
ESRS 2 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities 3.2.1.4.1
E5-1 Policies related to resource use and circular economy 3.2.2.5.2
E5-2 Actions and resources related to resource use and circular economy 3.2.2.5.3
E5-3 Targets related to resource use and circular economy 3.2.2.5.4
E5-4 Resource inflows 3.2.2.5.5
E5-5 Resource outflows 3.2.2.5.6
E5-6
Anticipated financial effects from material resource use and circular economyrelated risks and opportunities
PI
S1: Own
workforce
ESRS 2 SBM-2 Interests and views of stakeholders 3.2.1.3.1
ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 3.2.1.3.3
S1-1 Policies related to own workforce 3.2.3.1.3
S1-2 Processes for engaging with own workers and workers’ representatives about impacts 3.2.3.1.4
S1-3 Processes to remediate negative impacts and channels for own workers to raise concerns 3.2.3.1.5
S1-4
Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing
material opportunities
3.2.3.1.6
S1-5
Targets related to managing material negative impacts, advancing positive impacts, and managing material risks
and opportunities
3.2.3.1.7
S1-6 Characteristics of the undertaking’s employees 3.2.3.1.8
S1-7
Characteristics of nonemployee workers in the undertaking’s own workforce
PI
S1-8 Collective bargaining coverage and social dialogue NM
S1-9 Diversity metrics 3.2.3.1.9
S1-10 Adequate wages NM
S1-11 Social protection NM
S1-12 Persons with disabilities 3.2.3.1.10
S1-13 Training and skills development metrics 3.2.3.1.11
S1-14 Health and safety metrics 3.2.3.1.12
S1-15
Worklife balance metrics
NM
S1-16 Remuneration metrics (pay gap and total remuneration) 3.2.3.1.13
S1-17 Incidents, complaints and severe human rights impacts NM
S2: Workers
in the
value chain
ESRS 2 SBM-2 Interests and views of stakeholders 3.2.1.3.1
ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 3.2.1.3.3
S2-1 Policies related to value chain workers 3.2.3.2.3
S2-2 Processes for engaging with value chain workers about impacts 3.2.3.2.4
S2-3 Processes to remediate negative impacts and channels for value chain workers to raise concerns 3.2.3.2.5
S2-4
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
3.2.3.2.6
S2-5
Targets related to managing material negative impacts, advancing positive impacts, and managing material risks
and opportunities
3.2.3.2.7
S3: Affected
communities
ESRS 2 SBM-2 Interests and views of stakeholders 3.2.1.3.1
ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 3.2.1.3.3
S3-1 Policies related to affected communities 3.2.3.3.3
S3-2 Processes for engaging with affected communities about impacts 3.2.3.3.4
S3-3 Processes to remediate negative impacts and channels for affected communities to raise concerns 3.2.3.3.5
S3-4
Taking action on material impacts on affected communities, and approaches to mitigating material risks and pursuing
material opportunities related to affected communities, and effectiveness of those actions
3.2.3.3.6
S3-5
Targets related to managing material negative impacts, advancing positive impacts and managing material risks and
opportunities
3.2.3.3.7
S4:
Consumers
and end-
users
ESRS 2 SBM-2 Interests and views of stakeholders 3.2.1.4.1
ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 3.2.1.4.3
S4-1
Policies related to consumers and endusers
3.2.3.4.3
S4-2
Processes for engaging with consumers and endusers about impacts
3.2.3.4.4
S4-3
Channels for consumers and endusers to raise concerns
3.2.3.4.5
S4-4
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
3.2.3.4.7
S4-5
Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and
opportunities
3.2.3.4.6
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ESRS Disclosure requirements URD section
G1:
Governance
ESRS 2 GOV-1 The role of the administrative, management and supervisory bodies 3.2.4.1
ESRS 2 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities 3.2.1.4.1
G1-1 Business conduct policies and corporate culture 3.2.4.2
G1-2 Management of relationships with suppliers 3.2.4.3
G1-3 Prevention and detection of corruption and bribery 3.2.4.4
G1-4 Incidents of corruption or bribery 3.2.4.5
G1-5 Political influence and lobbying activities NM
G1-6 Payment practices 3.2.4.6
3.2.2 Environmental information
3.2.2.1 Environmental details on building
environmental certifications
During the operationphase
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 6
th
version of the BREEAM In-Use framework. This version 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 2025 and now has a total
of 54 assets BREEAM In-Use certified on Building Management (Part 2).
Among those 54 certified assets, there are 53 shopping centres and 1
office building, accounting for a total certified area of nearly 4.5 million
sqm. This represents a share of 89% of the Group’s standing portfolio in
number of assets (retail and office assets), and a coverage of 90% in
surface area.
Retail
As at December 31, 2025, the Group had 53 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 over 4.4 million sqm
consolidated GLA and correspond to 90% of the Group owned and
managed Shopping Centres portfolio in number of buildings, and to a
90% BREEAM In-Use certification coverage in surface area. In 2025,
93% of the Group’s European shopping centres and 79% of the Group’s
US shopping centres are certified, in number of buildings.
Retail - BREEAM-IN-USEPart 2
COVERAGE OF THE CERTIFICATION – SHOPPING CENTRES(RETAIL)–BETTERPLACESSCOPE–GROUP
Number of
assets certified
Surface area
certified
(sqm GLA)
Certification coverage
% (in number) % (in sqm GLA)
Total certified Retail assets 53 4,430,541 90% 90%
Of which Outstanding 4 346,100 8% 8%
Of which Excellent 40 3,246,864 75% 73%
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.
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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
Within the Convention & Exhibition venues, all assets operated by
Viparis fall under the Group’s ISO20121 certification, demonstrating a
comprehensive and integrated approach to sustainable event
management. In parallel, Viparis is implementing an ambitious
environmental certification strategy across its real estate portfolio.
Hall7 of Paris Nord Villepinte was among the first facilities to achieve
HQE (High Environmental Quality) certification in the early 2010s,
serving as a pilot project for sustainable construction practices. As part
of the Paris Expo Porte de Versailles redevelopment programme,
Pavilion6 and the onsite hotels subsequently obtained HQE Excellent
certification. More recently, Hall3 at Paris Le Bourget (also certified
HQE Excellent) was designed in accordance with advanced
ecoengineering principles, incorporating lowercarbon concrete and
biobased structural materials such as timber. A comparative lifecycle
assessment between Pavilion6 and Hall3 shows a 49% reduction in
carbon emissions per square metre constructed. Building on this
progress, Viparis has set a new strategic objective: to reduce carbon
intensity (kgCO₂/m²) by 30% for all future exhibition halls, using
Pavilion6 of Paris Expo Porte de Versailles as the reference benchmark.
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 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) or equivalent, for 100% of its
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
INAN ENVIRONMENTAL BUILDING CERTIFICATION PROCESS
2025
Number of development projects that are engaged in an
environmental building certification process
6
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
(Better Places Scope) 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.
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 2024 data, using the market-based approach, almost 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 2024. Only 3
assets are considered stranded in 2024 and 10% in 2030 (using 2024
performance and not accounting for the energy reduction measures
contained in the asset’s energy action plans until 2030).
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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 has 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 participated 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) which
published an 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). In 2024, the
Group developed its own calculation methodologies based on the
general principles of the WRI and applied to the Better Places scope.
These methodologies are still applicable in 2025 and include the
following avoided emissions schemes:
• The enabling role of clean mobility infrastructure such as the
installation of EV chargers;
• The energy recovery from waste produced within URW’s operations.
Regarding mobility, the methodology compares the use of an electric
vehicle charged at URW-installed EV chargers (URW scenario) with the
use of a conventional internal combustion vehicle (reference scenario).
The carbon impact of the electricity consumed is assessed using a
market-based approach. Regarding waste, the methodology compares
electricity generation from the incineration of waste produced on-site
(URW scenario) with the electricity production mix of the country where
the site is located (reference scenario).
This year, data sources have been updated, and some errors made in the
2024 calculation have been corrected. Consequently, results for 2025
have been computed with the updated calculations.
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 2025 by URW.
Avoided emissions (tCO
2
e) 2025
Avoided emissions related to the use of EV chargers 5,276
Avoided emissions related to the energy recovery from waste treatment 3,578
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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
URW has developed a transition plan which addresses all assets within
the scope of URW’s sustainability strategy, Better Places (scope Better
Places), 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. Details are presented in the following pages of this section.
Assets not covered today by the transition plan of URW are the following:
• Assets within the scope of Viparis’s sustainability strategy, “Better
events” for which Viparis has formalised a decarbonisation plan; and
• Assets which are not managed by the Group (for more information,
please refer to section 3.2.1.1.1 General basis for preparation of the
Sustainability Statement), for which URW plans to extend the scope
of the transition plan to cover those assets in the coming years.
A specific paragraph at the end of this section gives details about the
sustainability strategy and decarbonization plan of Viparis (see sub-
section “Viparis-specific decarbonization 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 processes 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 (scope 1) and indirect GHG emissions related to URW’s own
operation (scope 2) and its value chain (scope 3). 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.
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
Scopes1,2 and 3. 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
3.2.2.2.4Description of the processes to identify and assess material
climate-related impacts, risks and opportunities) are listed in the table
below:
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 and 2 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
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Note 1: The Group’s GHG emissions reduction is defined in absolute
terms and expressed relative to the 2015 baseline, independently of
portfolio changes (excluding the significant Westfield acquisition). 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 has been 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 emission reduction targets
follow the GHG Protocol Corporate Standard (“revised edition”) which
requires 7 gases to be included in inventories: carbon dioxide (CO
2
),
methane (CH
4
), nitrous oxide (N
2
O), hydrofluorocarbons (HFC),
perfluorocarbons (PFC), sulfur hexafluoride (SF
6
) and nitrogen
trifluoride (NF
3
). Throughout this document, “GHG emissions” (“CO
2
e”)
refers to those 7 gases.
URW’s targets and net zero commitment cover the Group’s assets
within the Better Places scope. 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 (see 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.
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 processes 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
2
e)
-50% (-90% on
Scopes 1 and 2
and -50% on
Scope 3)
2015
5.1 MtCO
2
e
2030 YES
Operations target (in relation
to the impact GHGemissions
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
2
e/sqm)
-80%
2015
102 kgCO
2
e/sqm
2030 YES
Construction target
(inrelation to the impact GHG
emissions of construction)
Partial Scope 3 (Investments)
Intensity
(kgCO
2
e/sqm built)
-35%
2015
850/1,294 kgCO
2
e/
sqm built (EU/US)
2030 NO
Transport Target (in relation
to the impact GHGemissions
from visitors’ mode of transport)
Partial Scope 3 (Customer transportation)
Intensity
(kgCO
2
e/visit)
-40%
2015
3 kgCO
2
e/visit
2030 YES
Note 1: Details on the physical units of intensity targets are available 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.
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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 2015 as a baseline year to reflect the improvements in
terms of carbon reduction compared to a common year for all the
Group’s targets;
• Has a carbon reduction trajectory model, considering both internal
and external levers, and relying on hypothesis from external
decarbonisation 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 hypotheses (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). The choice and related impact of the
external decarbonisation scenarios is key as the more pessimistic an
external scenario is, the more ambitious URW's internal levers will
have to be. As such, URW:
- Has identified and quantified the levers and associated level to
reach the expected reduction;
- Has quantified the costs related to theenvironmental 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 with a
sustainable economy.
Levers and hypothesesregarding the reductionof Scopes 1 and 2GHG 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 set out inthe table above.
• The detailed plan has been built in 2023 and updated with the
performance of the year 2025.
• Scope 1 emissions are mainly caused by the consumption of natural
gas and the leakage of refrigerant fluids at assetlevel:
- 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 etc.) 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).
Scopes1&2
Baseline2015
Scopes1&2
progress
status–2025
Sufficiency
Scopes1&2
Target2030
16
Energy
efficiency
Energy
Mix
Fugitive
emissions
155
25
41%
40%
11%
8%
1 2 3 4
InktCO
2
e
-90%
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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; and
• 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
• Progressive decarbonisation of local networks. URW is carefully
following current and projected carbon content of those networks
and will assess the possibility of phasing out district networks
where feasible if 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 82% of
Scope 3 in 2025): 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 50% of visitors reaching URW assets
using sustainable transport means in 2025 (figure obtained from
the transport's calculation made in 2025 for the Group Carbon
footprint), 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 across
the Group (the target scope has been extended from the EU to the
Group following the announcement during the 2025 Investor Day of
the retention of the US portfolio). Doing so, URW estimates it will
achieve 27% EVs among its visitors coming by car in Europe in
2030, supporting the electrification of the vehicle fleet (the
implementation of EV chargers in URW's centres has been
estimated by external consultants to impact the EV share by +7%
in2030).
• Downstream leased assets (15% of Scope 3 in 2015 and 6% of
Scope 3 in 2025): 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 the energy intensity of the tenant areas by 25%; 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), in the “Focus on green leases”.
• Investments (~10% of Scope 3 in 2015 and 6% of Scope 3
in2025): 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”).
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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
ITequipment. 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 taxes and insurance, maintenance,
cleaning and security. We rely on the constant streamlining of
operations, the Group’s suppliers’ own decarbonisation strategies
and the Group’s procurement procedures to reduce these emissions.
• Business travel: Since COVID-19 and the large deployment of video
conferences within all URW offices, the emissions related to business
travels have been drastically reduced. Besides, corporate initiatives
have been created to encourage low-carbon transport for employees
below a certain distance to avoid unnecessary plane travel.
• 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 contribute significantly to 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 customer
transportation.
Focus on reducing emissions from construction
by -35% by 2030
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
2
e/sqm constructed
(1)
in
2015 to 552.5 kgCO
2
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
2
e/sqm constructed in 2015 to 841 kgCO
2
e/sqm
on average by the end of 2030. This baseline for the US has been
calculated in 2019 following the carbon assessments conducted on
4different projects.
The main levers to achieve the Group’s reduction target on construction for
both Europe and the US (for retail and office projects) are the following:
• Improve the development project programme 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 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
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).
As part of the Group’s sustainability guidelines, all development
projects in the scope of development-related indicators — whether new
constructions or major renovations — are required to conduct a
comprehensive Life Cycle Assessment
(2)
(LCA) at each design stage.
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 sustainability guidelines for development
projects. The document is split into 3 parts:
• The Manifesto, which describes the vision of development projects
atURW;
• The Pillars that all teams should rely on to ensure the best
environmental performance concerning development projects:
purpose, ownership, KPI and communication; and
• The Sustainability Brief, gathering all the specific and technical
requirements for development projects (brownfield, greenfield,
refurbishments, renovations and extensions) to be in line with
BetterPlaces.
(1) Square metres constructed correspond to gross floor area (excluding gross floor area of car parks).
(2) These assessments must cover the full life cycle of the asset (modules A to D) over a 50year timeframe and be carried out in accordance with EN 15978 and ISO 14044 standards,
using robust and reliable tools.
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The sustainability guidelines for development projects, approved in
2019, were 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 could attend those meetings. In 2024, the content of the
guidelines and the assessment tool were updated to integrate and
reflect, among others, the acceleration of the Group towards low-
carbon construction and 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.
Resource use and circular economy.
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 metre (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 pushing
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 3.2.2.2.5
Policies related to climate change mitigation and adaptation).
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 3.2.2.2.5 Policies related to climate change mitigation and
adaptation).
INVESTMENTS PLANNED TO SUPPORT THEURW BETTER PLACES TRANSITION ROADMAP
URW estimated the costs of the environmental transition until 2030 and details are provided in the table below:
Name of the target Maintenance CAPEX
CAPEX requirements
(1)
on top of
maintenance CAPEX Details
Net zero –
near-term target
30% of maintenance CAPEX
allocatedfor environmental transition
€28 Mn (annually for Europe, the US
relies on their maintenance CAPEX)
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
netzero – near-term target
The assumptions made 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 CAPEX are borne by external third parties. The installation of
EVs is currently planned with no CAPEX (from URW) 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. On a proportionate basis.
In 2025, URW has spent aproximatively €48 Mn on the environmental
transition (based on cost estimations for all environmental actions
implemented in 2025 for URW assets).
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 by 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.
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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 (for which GHG
emissions would still be present in 2030 but no longer in 2050); 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 (for which GHG emissions would still be
present in 2030 and also, even if reduced, in 2050).
Both of those sources are already considered and covered by URW’s
carbon reduction trajectory models (for 2030 and 2050) and levers, as
described above.
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.
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 objectiveyet.
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 its 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 overseen 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 sustainability-
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 was 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
scope): 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. Details related to target's progress can
be found in section 3.2.2.2.9 Gross Scopes 1, 2 and 3 and total
GHGemissions.
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Viparis-specific decarbonisation 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”. 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-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. As part of its decarbonization strategy,
Viparis has committed to reducing its Scope 1 and 2 carbon emissions
by 45% by 2030. The baseline year for this trajectory is 2019.
However, 2019 – an odd-numbered year – has a structurally lower
carbon intensity than even-numbered years at Viparis. This is due to the
alternating schedule of major conventions and exhibitions hosted at its
venues. Events such as SIAL, Batimat and the Paris Motor Show, held
every two years, significantly increase emissions in even-numbered
years. Furthermore, in 2030, triennial events like Intermat will also
contribute to higher emissions.
Despite this methodological limitation, Viparis has chosen to maintain
2019 as the reference year for its Scope 1 and 2 trajectory. For Scope 3,
however, the approach has been adapted to better reflect operational
reality. Scope 3 emissions will be monitored over two-year periods,
using 2022–2023 as the baseline. These consecutive years were
selected for their stability and representativeness, as they are free from
the disruptions caused by the COVID-19 pandemic. Viparis is preparing
to integrate the new Scope 3 trajectory into its 2026 roadmap to ensure
alignment with its long-term decarbonisation goals.
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 impacts, risks and opportunities, and section 6.1.2
Group Enterprise Risk Management framework 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 processes 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 impacts, risks and opportunities, and section 6.1.2 Group
Enterprise Risk Management framework, 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 climate-related present and future risks and opportunities
into strategic decisions, 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; and
• 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; and
• 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, are linked to both the expected lifetimeof URW assets (50 years) and URW strategic planning and capital allocation.
The climate-related hazards considered are the ones found materialby 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 hazards considering URW assets vulnerabilities and assets geographies
Low/non-material hazards 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 lossor damage;
• Property damage: Risk of physical asset losses in the event of a
destructive peril; and
• Energy needs: Risk of 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 from0% to 100%.
All assets are divided into 4 classes (low, medium, high, very high)
depending on the cumulative 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 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 capital, 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 under the
Better Places scopes 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
scenarios available. This scenario, with the help of external consultants,
was built out of the IEA B2DS scenario combined with specific cement
and steel manufacturing sector information on sector-specific carbon-
reduction pathways.
The scenarios were 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. This 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 Science Based Targets
initiative (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 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 3.2.1.3.3 Material impacts, risks and opportunities and their interaction with strategy and business model).
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
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
(using levers such
as energy efficiency
and sufficiency)
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
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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 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
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
climaterelated
risks are mitigated
to reach the
objectives set
• Note: The GHG
emissions
reduction policy
and the energy
efficiency policy
indirectly support
climate adaptation
• All URW portfolio –
CSRD Scope
(standing assets
and development
projects across
theGroup)
• The MB and the EC
oversee
sustainability
related topics,
andspecifically,
theCRSO is
accountable for the
implementation
• TCFD, CSRD and
EUTaxonomy
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
Sustainability
guidelines for
development
projects
Material IROs
addressed:
• E1-I-1
• Containing all the
requirements
linked to the
sustainability
performance
ofURW’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 (CSRD scope)
• The MB and the
ECoversee
sustainability
related topics, and
specifically, the
CRSO is
accountable for the
implementation
• BREEAM
environmental
certification for
development
projects, local
regulations 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
involvedin its
implementation in
development
projects
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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 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
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's
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
EC oversee
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 and lastly in 2025
with the last version of the Group’s green lease which have been
deployed in EU (the deployment in the US is assessed for adaptation to
the local context and is expected to begin in 2026). This last update
contains a development to align the content of the green lease with the
update of the Better Places strategy carried out in 2023, new EU
regulations and the desire of the Group to strengthen the environmental
relationship with their tenants. This update has been a collaborative
work between the legal, leasing, technical and sustainability team of
URW, and used feedback from tenants and external guidelines for green
leases such as the Better Building Partnership.
The main topics and associated actions of the green lease are:
• Environmental transition: Sharing environmental data, obligations in
terms of energy sufficiency and reduction of energy consumption or
procurement of green electricity;
• Sustainable experience: Introduction of the Better Places certification
and the sustainable retail index; and
• Thriving communities: presentation of initiatives led by the Group on
job fairs and social inclusion.
Beyond the green lease itself, URW is actively working on the follow-up
process behind it and the ability of the Group to track the real
implementation of the clauses once the lease is signed. As the real
implementation of some clauses (such as sharing energy consumption
or green electricity procurement) has a real impact on the Group’s
carbon reduction targets (Scope 3), the Group is exploring options to
implement data collection tools for the tenants to retrieve real data in
the Group’s shopping centres, and allowing also potentially in the future
for the Group to share environmental information with tenants to help
them also in their environmental reporting.
The process of implementation and follow-up of the green lease is
described in the green lease policy.
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The table below shows the consolidated penetration rates of all the green lease versions across the Group assets, both for standing assets and
pipeline projects.
2025 NUMBER AND PERCENTAGE OF GREEN LEASES AMONG IN-YEAR SIGNED LEASES AND ACTIVE LEASES
(SHOPPINGCENTRES(RETAIL) AND OFFICES)
Retail Offices
Number of green leases signed during the year 1,693 5
% of green leases signed during the year 76% 26%
% of green leases among total active leases at the year-end 69% 40%
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 reduction
(sufficiency):
• Reduction of the
energy needs of
the assets
through no-cost
measures such
as adjusted
temperature
setpoints in
common areas,
reduced artificial
and decorative
lighting, and
optimised
escalator
operating hours
Energy efficiency:
• Reduction of
theenergy
intensity withthe
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)
• Assets
within the
Better
Places
scope only.
URW aims
to extend
the scope of
this policy
to the CSRD
scope in the
coming
years
2015 –
2030
2030 Standing
assets design
and work on a
dedicated
environmental
action plan to
guide them
towards
Group target
• The Group updated all
its longterm energy
action plans in 2025 to
reflect its 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
actionplan
• Corporate
sustainability
and technical
teams to
produce
guidance and
track
performance
• Local country
and asset
teams for
implementation
An annual budget of
€20Mn (for energy
and GHG emission
reduction) and €8Mn+
(for renewable
energy production)
has already been
validated (for a total
of €140 Mn for the
period 2026-2030.
This is on top of the
30% of maintenance
CAPEX (€80 Mn in
2024 for the Group’s
assets reflecting the
Group's strategy in
terms of CAPEX
reduction) already
allocated to reach the
Group's energy
efficiency and carbon
reduction targets.
URW also makes use
of sustainable finance
instruments such as
sustainability-linked
loans to finance the
transition. Financial
resources are
updated each year
depending on updates
of the actionplan
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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
• Assets
within the
Better
Places
scope only.
URW aims
to extend
the scope of
this policy
to the CSRD
scope in the
coming
years
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 2025 to
reflect its 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
actionplan
• Impact of the actions
taken can be seen in the
Group’s performance
as presented in URW’s
Sustainability Scorecard
within this document
• Corporate
sustainability
and technical
teams to
produce
guidance and
track
performance
• Local country
and asset
teams for
implementation
An annual budget of
€20Mn (for energy
and GHG emission
reduction) and €8Mn+
(for renewable
energy production)
has already been
validated (for a total
of €140 Mn for the
period 2026-2030.
This is on top of the
30% of maintenance
CAPEX (€80 Mn in
2024 for the Group’s
assets reflecting the
Group's strategy in
terms of CAPEX
reduction) already
allocated to reach the
Group's energy
efficiency and carbon
reduction targets.
URW also makes use
of sustainable finance
instruments such as
sustainability-linked
loans to finance the
transition. Financial
resources are
updated each year
depending on updates
of the actionplan
Climate
adaptation
policy
Material IROs
addressed:
• E1-I-4
• E1-I-5
Increase the
resilience of
URWportfolio to
climate-related risk
All URW
portfolio –
CSRD Scope
(standing
assets and
development
projects
across the
Group)
2015 –
2030
2030 Evaluate the
vulnerability
and exposure
of the
portfolio and
implement
resilience
action plans
• Group adaptation
framework being
updated
• Asset visits conducted
in 2024 and 2025
• New toolkits (for the
asset teams to evaluate
their vulnerabilities and
associated adaptation
plans) performed
• Corporate
Sustainability
and technical
teams to
produce
guidance and
track
performance
• Risk
Management
team
• Local country
and asset
teams for
implementation
Not significant
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Policy and
material IROs
addressed Key actions Scope
Time
horizon
Year of
completion Description Progress Resources allocated Financial resources
Sustainability
guidelines
for
development
projects
Material IROs
addressed:
• E1-I-1
Secure the
environmental
performance of
URW’s
development
projects
Development
projects
across the
Group (CSRD
scope)
2015–
2030
2030 All
development
projects must
include the
requirements
of the
guidelines in
their design to
secure their
environmental
performance
• 2025-specific update on
embodied carbon
thresholds (including
taking the French
RE2020 as a basis for
projects in France)
• 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 (estimated
under 10%)
Green leases
policy
Material IROs
addressed:
• E1-I-2
Manage the
environmental
requirements
withtenants
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
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 implemented
in2025
• Continuous deployment
of the green leases for
new tenants
• Ongoing considerations
on the development of a
data collection tool for
environmental data
from tenants
• Corporate
Sustainability
and Leasing
teams to
produce
guidance and
track
performance
• Local leasing
teams
Not significant
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 processes to identify and
assess material impacts, risks and opportunities. Particularly, the stakeholders involved in the target-setting and the associated process to do so, are
the same as the ones described in the table above about the policies.
Additionally, the main target related to the Group climate adaptation strategy is the following:
• 100% of URW’s most exposed assets to implement risk mitigation measures by 2030.
URW's most exposed assets are the ones where the most important physical risks are material for the asset's activity. They correspond to all asset
categorized in the overall result of URW's exposure assessment as "High" or "Very High".
More details related to the Group climate adaptation strategy are given in section 3.2.2.6.4 URW share of aligned activities.
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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.
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)
2025 Total 108 88
2024 like-for-like 112 86
2025 like-for-like 108 88
2025/2024 change (%) -3.1% 2.8%
Energy consumption and mix of the Group
(1)
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.
ENERGY CONSUMPTION AND MIX (MWH AND %)
2024 2025
2025 progress
from 2024
Fuel consumption from natural gas (MWh) 64,218 57,435 -10.6%
Fuel consumption from coal and coal products (MWh) 00-
Fuel consumption from crude oil and petroleum products (MWh) 0 0 -
Fuel consumption from other fossil sources (MWh) 00-
Consumption of purchased or acquired electricity, from fossil sources (MWh) 41,362 19,473 -52.9%
Consumption of purchased or acquired heat, steam, and cooling from fossil sources (MWh) 121,498 118,333 -2.6%
Total fossil energy consumption (MWh) 227,078 195,241 -14.0%
Share of fossil sources in total energy consumption (MWh) 34.0% 31.1% -8.6%
Consumption from nuclear sources (MWh) 00-
Consumption of purchased or acquired electricity from renewable sources (MWh) 362,751 350,162 -3.5%
Consumption of purchased or acquired heat, steam, and cooling from renewable sources (MWh) 57,599 58,489 +1.5%
Consumption of self-generated non-fuel renewable energy (MWh) 20,637 24,734 +19.9%
Fuel consumption for renewable sources, including biomass (also comprising industrial and municipal waste of
biologic origin, biogas, renewable hydrogen, etc.) (MWh)
00-
Total renewable energy consumption (MWh) 440,988 433,384 -1.7%
Share of renewable sources in total energy consumption (%) 66.0% 68.9% +4.4%
Total energy consumption (MWh) 668,065 628,626 -5.9%
(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 & 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.
Retail Office
Convention &
Exhibition
2025 total electricity consumption (MWh) 333,568 6,875 53,925
of which green electricity (%) 96.2% 28.2% 96.6%
2025 total district heating & cooling consumption (MWh) 160,094 11,216 5,511
of which renewable energy (%) 35.9% 9.3% 0%
2025 total fuels direct energy consumption (MWh) 47,229 2,890 7,317
of which renewable energy (%) 0% 0% 10.1%
Energy intensity based on gross revenue
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.
Energy intensity per gross revenue 2024 2025
2025 progress
from 2024
Energy intensity per gross revenue (MWh/M€) 275 270 -1.9%
Total Energy consumption (MWh) 668,065 628,626 -5.9%
Gross revenue (€ Mn) (equivalent to the Gross Rental Income - see section 5.1 Consolidated financial statements) 2,427 2,328 -4.1%
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 corporate standard (2024 version) 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 3.2.1.1.2.2 Changes and evolutions in reporting). All global
warming potentials (GWP) used in the carbon footprint calculations are aligned with the AR6 IPCC report.
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. On the one hand, inputs from
specific activities within the URW’s upstream and downstream value chain are used for the calculation of the physical quantity. On the other hand,
emission factors are retrieved from recognised national databases such as Base Empreinte® (ADEME), DEFRA, EPA (Environmental Protection
Agency, US) or UBA (Umweltbundesamt, Germany's central environmental authority) and international databases such as EEA (European
Environment Agency), IEA (International Energy Agency) or World Bank. 100% of Scope 3 categories are calculated using primary activity data and
emission factors from external databases.
This year some emissions factors used in the URW’s carbon footprint have been updated. These emissions factors were outdated for several years
and needed a global update. This concerns the following sources of emissions: Scope 1 (Direct emissions from fugitive sources), Scope 2 (Indirect
emissions from purchased electricity in location-based) and Scope 3 (Purchased goods and services; Energy-related activities related to electricity in both
market-based and location-based; Waste generated in operations; Downstream leased assets in both market-based and location-based; Investments).
The sources of emissions that are included in the Group’s total carbon footprint are detailed below:
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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
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 of 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
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 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
allother 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 captured in the “investments” category
Franchise: this item is not applicable to the Group’s business as URW has no brand or product or service licences. 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
2024 and 2025 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.
This year, restated data are presented for year 2024. These restated
figures reflect the previous year’s results, recalculated to integrate
updated emission factors, 2024 published and restated figures can be
found in section 3.2.1.1.2.2 Changes and evolutions in reporting with
methodological information. The progress between 2025 and 2024 is
calculated based on the 2024 restated data.
Group carbon footprint – Scopes 1, 2 and 3
Group carbon footprint following “market-based” and “location-based” methods
CSRD & OPERATIONAL SCOPE
Note: The CSRD & Operational control scope includes assets from VIPARIS and assets not managed.
Location-based 2024 2025 2025 progress from 2024
Gross Scope 1 GHG emissions (tCO
2
e) 15,219 14,562 -4.3%
Gross Scope 2 GHG emissions (tCO
2
e) 88,399 82,428 -6.8%
Gross Scope 1 and 2 GHG emissions (tCO
2
e) 103,618 96,991 -6.4%
Gross Scope 3 GHG emissions (tCO
2
e) 4,160,515 3,580,740 -13.9%
Total GHG (Scope 1, 2 and 3) emissions (tCO
2
e) 4,264,133 3,677,731 -13.8%
Market-based 2024 2025 2025 progress from 2024
Gross Scope 1 GHG emissions (tCO
2
e) 15,219 14,562 -4.3%
Gross Scope 2 GHG emissions (tCO
2
e) 21,625 18,360 -15.1%
Gross Scope 1 and 2 GHG emissions (tCO
2
e) 36,843 32,923 -10.6%
Gross Scope 3 GHG emissions (tCO
2
e) 4,080,990 3,500,679 -14.2%
Total GHG (Scope 1, 2 and 3) emissions (tCO
2
e) 4,117,834 3,533,602 -14.3%
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 2024 2025
2025 progress
from 2024 2030 target
2025 progress
from base year
Gross Scope 1 GHG emissions (tCO
2
e) 23,434 10,315 10,738 4.1% - -54.2%
Gross Scope 2 GHG emissions (tCO
2
e) 163,220 76,529 70,853 -7.4% - -56.6%
Gross Scope 1 and 2 GHG emissions (tCO
2
e) 186,654 86,844 81,592 -6.0% - -56.3%
Gross Scope 3 GHG emissions (tCO
2
e) 4,938,601 2,871,988 2,856,022 -0.6% - -42.2%
Total GHG (Scope 1 and 2 and 3) emissions (tCO
2
e) 5,125,254 2,958,832 2,937,614 -0.7% - -42.7%
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Market-based Base year 2015 2024 2025
2025 progress
from 2024 2030 target
2025 progress
from base year
Gross Scope 1 GHG emissions (tCO
2
e) 23,434 10,315 10,738 4.1% - -54.2%
Gross Scope 2 GHG emissions (tCO
2
e) 132,018 13,307 14,303 7.5% - -89.2%
Gross Scope 1 and 2 GHG emissions (tCO
2
e) 155,451 23,621 25,041 6.0% -90.0% -83.9%
Gross Scope 3 GHG emissions (tCO
2
e) 4,935,623 2,797,801 2,777,724 -0.7% -50.0% -43.7%
Total GHG (Scope 1 and 2 and 3) emissions (tCO
2
e) 5,091,075 2,821,422 2,802,766 -0.7% -50.0% -44.9%
Group carbon footprint details including Scope 3 categories
CSRD & OPERATIONAL SCOPE
CSRD Scope Operational Control Scope
2024 2025
2025 progress
from 2024
2024 2025
2025 progress
from 2024
Scope 1 GHG emissions
Gross Scope 1 GHG emissions (tCO
2
e) 10 353 11,948 15.4% 5,087 2,792 -45.1%
Percentage of Scope 1 GHG emissions from regulated
emission trading schemes (%)
0% 0% 0% 0% 0% 0%
Scope 2 GHG emissions
Gross Scope 2 GHG emissions - location-based (tCO
2
e) 70,161 66,498 -5.2% 18,238 15,931 -12.7%
Gross Scope 2 GHG emissions - market-based (tCO
2
e) 19,739
17,468
-11.5%
1,886
892
-52.7%
Significant Scope 3 GHG emissions
CSRD and operational control Scope
2024
CSRD and operational control Scope
2025
2025 progress from 2024
Gross Scope 3 GHG emissions - location-based (tCO
2
e) 4,160,515 3,580,740 -13.9%
Gross Scope 3 GHG emissions - market-based (tCO
2
e) 4,080,990 3,500,679 -14.2%
1 Purchased goods and services 183,534 183,669 0.1%
2 Capital goods 11,292 8,368 -25.9%
3
Fuel and energy-related activities (not included in
Scope 1 or Scope 2) - location-based
25,675 23,728 -7.6%
Fuel and energy-related activities (not included in
Scope 1 or Scope 2) - market-based
13,357 12,800 -4.2%
4 Upstream transportation and distribution 195,645 141,527 -27.7%
5 Waste generated in operations 19,626 17,936 -8.6%
6 Business travelling 2,031 1,897 -6.6%
7 Employee commuting 2,222 1,662 -25.2%
8 Upstream leased assets - - -
9 Downstream transportation 3,302,143 2,808,525 -14.9%
10 Processing of sold products - - -
11 Use of sold products - - -
12 End-of-life treatment of sold products - - -
13
Downstream leased assets - location-based 231,474 222,372 -3.9%
Downstream leased assets - market-based 164,266 153,240 -6.7%
14 Franchises ---
15
Investments
186,873 171,056 -8.5%
Total GHG emissions
Total GHG emissions - location-based (tCO
2
e) 4 264 133 3 677 731 -13.8%
Total GHG emissions - market-based (tCO
2
e) 4 117 834 3 533 602 -14.2%
Note: Details about sources of emissions that are excluded from the Group’s total carbon footprint are presented at the beginning of this section.
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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 2024 2025
2025
progress
from 2024 2030 target
2025
progress
from base
year
Scope 1 GHG emissions
Gross Scope 1 GHG emissions (tCO
2
e) 23,434 10,315 10,738 4.1% - -54.2%
Percentage of Scope 1 GHG emissions from regulated emission trading schemes (%) 0% 0% 0% - - -
Scope 2 GHG emissions
Gross Scope 2 GHG emissions - location-based (tCO
2
e) 163,220 76,529 70,853 -7.4% - -56.6%
Gross Scope 2 GHG emissions - market-based (tCO
2
e) 132,018 13,307 14,303 7.5% - -89.2%
Significant Scope 3 GHG emissions
Gross Scope 3 GHG emissions - location-based (tCO
2
e) 4,938,601 2,871,988 2,856,022 -0.6% - -42.2%
Gross Scope 3 GHG emissions - market-based (tCO
2
e) 4,935,623 2,794,714 2,777,724 -0.6% -50.0% -43.7%
1 Purchased goods and services 335,827 154,312 161,235 4.5% - -52.0%
2 Capital goods 3,210 1,301 1,041 -20.0% - -67.6%
3
Fuel and energy-related activities (not included in Scope 1 or Scope 2) -
location-based
34,993 22,215 20,476 -7.8% - -41.5%
Fuel and energy-related activities (not included in Scope 1 or Scope 2) -
market-based
31,412 10,400 9,959 -4.2% - -68.3%
4 Upstream transportation and distribution – - - - - -
5 Waste generated in operations 32,607 17,254 16,478 -4.5% - -49.5%
6 Business travelling 7,759 1,849 1,824 -1.4% - -76.5%
7 Employee commuting 3,903 1,897 1,517 -20.0% - -61.1%
8 Upstream leased assets – - - - - -
9 Downstream transportation 3,311,713 2,287,461 2,290,945 0.2% - -30.8%
10 Processing of sold products – - - - - -
11 Use of sold products – - - - - -
12 End-of-life treatment of sold products – - - - - -
13
Downstream leased assets - location-based 742,424 198,826 191,450 -3.7% - -74.2%
Downstream leased assets - market-based 743,027 133,366 123,669 -7.3% - -83.4%
14 Franchises –-----
15
Investments
466,165 186,873 171,056 -8.5% - -63.3%
Total GHG emissions
Total GHG emissions - location-based (tCO
2
e) 5,125,254 2,958,832 2,937,614 -0.7% - -42.7%
Total GHG emissions - market-based (tCO
2
e) 5,091,075 2,818,335 2,802,766 -0.6% -50.0% -44.9%
Note: Details about sources of emissions that are excluded from the Group’s total carbon footprint are presented at the beginning of this section.
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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 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 capacity. 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 2025
2025 progress
from 2024
Share of electricity bundled with energy attribute claims (such as Guarantee of Origins or Renewable Energy Certificates or PPA) 78.8% 88.3% 12.1%
Share of electricity covered by unbundled energy attribute claims 8.8% 9.1% 4.4%
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 (Group) 2024 2025
2025 progress from
2024
Total GHG emissions (location-based) per gross revenue (tCO
2
e/M€) 1,757 1,580 -10.1%
Total GHG emissions (market-based) per gross revenue (tCO
2
e/M€) 1,697 1,518 -10.6%
Total GHG emissions (location-based) 4,264,133 3,677,731 -13.8%
Total GHG emissions (market-based) 4,117,834 3,533,602 -14.2%
Gross revenue (equivalent to the Gross rental income in M€ - see section 5.1 Consolidated
financial statements)
2,427 2,328 -4.1%
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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. Besides, none of the carbon credits listed below qualifies as a
corresponding adjustment under Article. 6 of the Paris Agreement.
The table below presents the main current mitigation projects led by URW which are funded through carbon credits. The expected impact of the
Climate fund for Nature has been corrected in 2025.
DETAILS OF GHG MITIGATION PROJECTS
Projects Type of project Scope
Timeline of
implementation
Expected impact
(in tCO
2
e)
Calculations done by and
associated standard
Share associated
with a recognised
standard
Share issued
from projects
in the EU
Climate fund for
Nature (Mirova) –
based on a
contractual
agreement
Forest and
mangrove
conservation
projects
Upstream and
downstream
value chain
2024-2042 210,000 REDD+ certification and
associated calculation
methodology
100% 0%
The table below presents the main current removal projects led by URW. The expected impact of the Climate Fund for Nature was corrected in2025.
DETAILS OF GHG REMOVAL PROJECTS
Projects
Type of project
(biogenic or
technological sinks) Location Scope Implementation (in tCO
2
e) Cancellation of credits
Associated standard,
calculation
assumptions,
methodologies
and frameworks applied
Share
associated
with a
recognised
standard
Share
issued from
projects
in the EU
Climate Fund
for Nature
(Mirova) –
based on a
contractual
agreement
Biogenic: Land-
use change –
Forest and
mangrove
restoration,
agroforestry,
soilcarbon and
regenerative
agriculture
Country
priority list
from MIROVA
(confidential)
Upstream
and
downstream
value chain
2024-2042 336,000
intotal
2025: 0 tCO
2
e
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
downstream
value chain
2023-2033 3,500 2025: 0 tCO
2
e Internal WWF
calculation
methodology – No
standard associated.
Calculation
framework is private
0% 100%
Note: These projects are 100% removal projects.
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.
URW does not develop GHG removal projects within its own operations.
Some initiatives, such as the implementation of renaturation projects
across its assets, may generate benefits in this regard but are not
quantified at this stage.
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Details related to the net zero commitment (Better
Places scope)
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 has 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 use 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 processes to identify and
assess material climate-related impacts, risks and opportunities, and
section 6.1.2 Group Enterprise Risk Management framework for more
detailed information on the double materiality analysis and the risk
identification process.
While details about consultations made are communicated,
communities affected by 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 use the
“water-stressed areas” definition from the WWF Water Risk Filter,
originally using the water scarcity risk KPI (when the first assessment
was done in June 2024 on the WWF website), and now in 2025 using the
average of the “water availability” and “drought” KPIs to reflect the
updates carried out by the WWF on their tool. No changes of the water-
stressed areas where URW operates have been identified between
thetwo.
As defined by the WWF: “Water availability 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 availability is generally calculated
as a function of the volume of surface water and groundwater available
in a given area.”
And
“Droughts are a recurring feature of all climates and are generally
defined with respect to the long-term average climate of a given region.
They are characterised by the absence of precipitation long enough to
cause a serious hydrological imbalance, impacting various sectors of the
economy slowly over time.”
A portfolio analysis has been done, and most recently updated in 2025,
to evaluate each asset of the CSRD scope and the study has also been
extended to the Better Places scope (details about the perimeters
available in section 3.2.1.1.1 General basis for preparation of the
Sustainability Statement). As a result, 10 assets have been identified
with a water scarcity risk (average of the “water availability” and
“drought” KPIs) above 3.4 (equivalent to high and very high risks by the
WWF – 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), Westfield Glòries (Barcelona)
and Westfield La Maquinista (Barcelona).
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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 theEC Based on ISO14001
and WWF Water
RiskFilter
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 sustainability 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 protecting water resources 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, Paris Expo Porte de Versailles, 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 determined each year in
thebusiness plan of the asset.
Within the URW portfolio, the following measures have already been
implemented in 2025 or are part of the environmental action plan of the
asset to limit water consumption and will be implemented before 2030.
In 2025 specifically, grey and rain water reuse systems were
implemented in Glories and Aéroville and in a few US assets, and smart
water metering systems was installed in CNIT, Carré Sénart and La
Part-Dieu. Specifically for assets located in water-stressed areas, the
water reuse measures listed below have been considered a priority and
all of those assets had the objective to implement at least 1 measure
in2025.
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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 all 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;
• Grey water 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 to URW’s renaturation target):
Incorporation of green roofs and permeable pavements to reduce
run-off 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 has been 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
fora list of
actions
Assets located in
water-stressed
areas
Note: Actions
arealso
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 updated all
its environmental action
plans in 2025 to reflect
its ambition in terms of
water management
• Water reuse solutions
were installed across
all assets within
water-stressed areas
• Corporate
Sustainability and
technical teams to
produce guidance
and track
performance
• Local country and
asset teams for
implementation
Not significant
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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 (related to the Better Places scope); 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 theright level of ambition. External stakeholders
involved in setting these objectives are real estate players (specifically
to set a similar level of ambition). In addition, as part of the work carried
out on SBTN, URW has validated its first sciencebased target related to
nature, with a specific focus on freshwater use aimed at reducing water
consumption for its assets in Spain, a country facing particularly high
water stress.
URW monitors progress toward its water and marine resource objectives
through a structured governance process integrated into the Group’s
environmental strategy. The targets are reviewed annually as part of
the Group’s sustainability performance cycle and may be adjusted if
necessary to reflect regulatory changes or operational realities.
Information about water reuse solutions and the water consumption of
URW’s assets are collected on an annual basis to monitor and pilot the
progress against the targets.
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.
2025
Retail
% of retail assets in water-stressed area with water reuse solutions 80.0%
% of retail assets with water reuse solutions 32.1%
Note: The asset La Vaguada, located in Spain, is out of the Better Places scope and not managed by the Group. Therefore, this is the only asset which
has not implemented a water reuse solution as of the end of 2025.
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.
2025
Retail
% of retail assets in water-stressed area with water reuse solutions 100%
% of retail assets with water reuse solutions 47.5%
Water consumption improvement in intensity per footfall compared to 2019 -17.2%
For assets located in these water-stressed 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
shorttimeframe.
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 grey water 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.
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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.
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, groundwater,
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 thewater basins' water quality have not been retrieved yet.
Water consumption (m
3
) 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
2025 total water consumption (m
3
) 3,762,902 101,606 220,788
of which municipal water (%) 98.6% 100% 100%
of which rainwater (%) 0.3% 0% 0%
of which groundwater (%) 0.8% 0% 0%
of which surface water (%) 0% 0% 0%
of which wastewater from another organisation (grey water) (%) 0.2% 0% 0%
Water consumption for assets located in water-stressed areas (m
3
)
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
2025 total water consumption for assets located in water-stressed areas (m
3
) 708,279
of which municipal water (%) 96.0%
of which rainwater (%) 0.2%
of which groundwater (%) 3.4%
of which surface water (%) 0%
of which wastewater from another organisation (grey water) (%) 0.3%
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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 (m
3
/
occupant)
Exhibition (Litre/
sqm DOCC))
2025 total 4.8 24.8 3.6
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 (m
3
/
occupant)
2025 total 6.0 3.3
2024 like-for-like 5.9 4.1
2025 like-for-like 5.9 3.3
2025/2024 change (%) -1.3% -18.9%
Water reuse in URW portfolio with details for assets located in water-stressed areas
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
(m
3
)
2025 total water recycled and reused (grey water) for URW portfolio 8,695
2025 total water stored and used (rain water) for URW portfolio 11,198
2025 total water recycled and reused (grey water) for assets located in water-stressed areas 2,377
2025 total water stored and used (rain water) for assets located in water-stressed areas 1,769
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 run-off).
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
3
/€ Mn net revenue) 1,755
Water consumption of standing assets in (m
3
) 4,085,297
Gross revenue (equivalent to the Gross Rental Income. See section 5.1 Consolidated financial statements) (€ Mn) 2,328
(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. This 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
degree of biophilic elements, 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.
The following have also 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 (further details in section
3.2.2.4.3 Description of processes to identify and assess material
biodiversity and ecosystem-related impacts, risks, dependencies and
opportunities) 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 strategy 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 in 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 applied to both
development projects 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 held
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 projects.
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.
URW targets, in the coming years, to complete its nature transition plan
for it to be aligned with the Kunming-Montreal Global Biodiversity
Framework when the ongoing work on SBTn will be advanced enough
(further details presented in section 3.2.2.4.3 Description of processes
to identify and assess material biodiversity and ecosystem-related
impacts, risks, dependencies and opportunities).
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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)
, and updated in 2025 the table below lists the materiallocations and sites within URW's 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
Scope
Physical Risk
Provisioning
Services
Regulating &
Supporting
Services –
Enabling
Regulating
Services –
Mitigating
Cultural
Services
Additional
Reputational
Factors
Pressures on
Biodiversity
Scope
Reputational
Risk
Environment
al Factors
Socio
economic
Factors
United Kingdom
(2 construction sites)
High High
Medium
Low Low High High
High
Medium
Medium
France
(1 construction site)
High High Medium Very Low High High Medium
Germany
(1 construction site)
Medium Medium Low Very Low High Very 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 of 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). As a result, there is no identified soil degradation. To URW’s
knowledge to date, the development activities of the Group do not
affectthreatened 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 analyses:
• The evaluation of the Group’s impact and dependencies (performed
as a first step of URW’s biodiversity strategy and already published
in2020);
• The Group’s evaluation of IROs in the context of the CSRD; and
• In 2024 and 2025, the ongoing work with WWF France and external
consultants led to the setting of new SBTn targets for the Group.
The Group conducted 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 October 2025 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
Attractiveness
• 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 fromENCORE and adjusted after theinterviews.
• Impacts identification:
- Estimation of URW’s activities (construction of development projects
and operations ofstanding assets) potential impacts onbiodiversity;
- 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); and
- 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 (and confirmed in 2025)
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 3.2.1.3.3 Material impacts, risks and
opportunities and their interaction with strategy and business model.
And finally, URW started to work with WWF France and external
biodiversity experts in 2024 to establish 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 and those 2 steps havebeen
validated by the SBTn in the course of 2025 and this outcome has
encouraged URW to engage in the step 3, “target setting” to cover the
main impacts identified related to water and landoccupation. Inthe end of
2025, URW had its first target related to water certified by the SBTn,
covering its assetslocated in the Catalonia waterbasin.
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 thescope 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; and
• 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 but 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; and
• 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 to 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
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.
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 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
(CSRDscope)
The MB and the
ECoversee
sustainability related
topics, and
specifically, the
CRSO is accountable
for the
implementation
BREEAM
environmental
certification for
development
projects, local
regulations 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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URW’s activities primarily involve real estate development and
management rather than large-scale manufacturing. However, the
Group acknowledges that construction and fit-out processes can
involve raw materials with significant biodiversity impacts, such as
timber and aggregates. To address this, URW has integrated
traceability requirements into its Sustainability Guidelines for
Development Projects and its Considerate Construction Charter. The
sustainability guidelines for development projects policy also address
the material risks and opportunities identified, such as integrating
biodiversity in the environmental strategy of the project to meet public
and local stakeholder expectations while limiting its cost by doing it at
early stage. This policy currently supports responsible management of
the world's forests by a mandatory timber certification as FSC and
PEFC for timber used in development projects (and is limited to it) and
does not address social consequences of biodiversity and ecosystems-
related impacts.
Further details related to the biodiversity topics within the
Sustainability 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 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 avoid and reduce all impacts of the project on the local nature like the
design of bird-friendly 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.
Apublic 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 of a
protected area in Europe. These areas are composed of all the
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 tenant and visitor awareness of 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 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 was made to meet the expectations of both
public authorities and visitors to increase the amount of green spaces in
dense urban areas. URW targets an increase in 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, in 2024 and 2025 URW worked with WWF France
and external consultants to support the operational teams in the
implementation of renaturation projects. A guidebook was produced
and a new biodiversity metric was developed to determine the positive
impacts of the renaturation projects on biodiversity and nature and to
make it possible 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: Make it possible to assess the performance of implemented
renaturation projects, and ensure they meet both environmental KPIs
and business objectives using a new biodiversity metric tool.
Specifically in 2025, URW teams, based on both data from the
biodiversity metric and state of nature data from the SBTn evaluation,
have been working to establish asset-specific targets in terms of
renaturation to acknowledge the specificity of biodiversity-related
topics for which the ambition differs from one location to another. The
deployment of those asset targets, guides and biodiversity metrics
within the Group is planned for 2026 for the teams to design their
renaturation project.
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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
guidelines for
development
projects
Material IROs
addressed:
• E4-I-1
• E4-I-2
• E4-I-3
• Reach
biodiversity
netgain
• 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
across the
Group (CSRD
scope)
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
biodiversity metric tool
by DEFRA used by
theGroup
• In 2025 update of the
calculation of the
biodiversity net gain for
the Triangle
development project
(and it continues to show
a net gain in
biodiversity)
• As of end-2025, no
compensation measures
had to be taken
regarding the
biodiversity net gain
group target
• Corporate
Sustainability
team to produce
guidance
andtrack
performance of
the development
projects
• Local country
development and
construction
teams to perform
the project studies
and implement
recommendations
of the ecologist
As stated in
the Group
climate
mitigation
plan (details
in section
3.2.2.2.2
Transition
plan for
climate
change
mitigation)
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.
Regarding 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 used 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.
Stakeholder inputs in these objectives definition are details in section
3.2.2.4.2 Material impacts, risks and opportunities and their interaction
with strategy and business model. Details on the 2025 performance
related to those objectives are presented in section 3.2.2.4.7 Impact
metrics related to biodiversity and ecosystems change.
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 monitors progress toward its biodiversity objectives through a
structured governance process integrated into the Group’s
environmental strategy. The targets are reviewed annually as part of
the Group’s sustainability performance cycle and may be adjusted if
necessary to reflect regulatory changes or operational realities.
Information about biodiversity-net-gain for the development projects is
collected on an annual basis to monitor and pilot progress against
thetargets.
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 (on the Better Places scope) to
implement renaturation projects by 2030;
• Internal lever: 100% of standing assets (on the Better Places scope)
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 2025 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 2025 performance
Target: 100% of standing assets to implement renaturation projects by 2030
Renaturation guidelines
have been defined in 2024.
Implementation of
renaturation projects
planned for 2026-2030
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, 3
development projects (representing 2.1 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). 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:
Further details about the modelling are also presented in section 3.2.2.5 Resource use and circular economy.
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
(m
3
)
CONCRETE STEEL
Climate change
(tCO
2
e)
ALUMINIUM
STEEL COPPER
Freshwater
eutrophication (kgPeq)
STEEL
Marine eutrophication
(kgNeq)
ALUMINIUM
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 processes to identify
and assess material impacts, risks and opportunities, and section
6.1.2 Group Enterprise Risk Management framework 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 3.2.1.3.3 Material impacts, risks and opportunities
and their interaction with strategy and business model.
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
ofthe asset life-cycle
• Development
projects of
the Group
(CSRD
scope)
• The MB and the
ECare overseeing
sustainability-
related topics, and
specifically the
CRSO (Chief
Resources and
Sustainability
Officer) is
accountable for the
implementation
• Based on
ISO14001
• 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 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
• 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
and the key concepts of
circular economy for the
development projects, split
in 3 themes: circular
design, sustainable
sourcing and resource
management)
• The Environmental
Management System
(EMS) gives the framework
to implement the
requirements in the design
of the projects
• Development
projects
across the
Group (CSRD
scope)
• The MB and the
ECoversee
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
•
Cradle to Cradle
Products
Innovation
Institute
• 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
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
• Standing
assets from
the Better
Places
Scope
• The MB and the
ECare 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 Manifesto, which describes the vision of development projects
atURW;
• The Pillars that all teams should rely on to ensure the best
environmental performance concerning development projects:
purpose, ownership, KPI and communication; and
• The Sustainability Brief, gathering all the specific and technical
requirements for development projects (brownfield, greenfield,
refurbishments, renovations and extensions) to be in line with
BetterPlaces.
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 projects. Requirements include, among others:
• Zero waste to landfill for future operations;
• 100% of timber with FSC or PEFC certification for both works and the
building itself; and
• Divert demolition, strip-out and construction waste from landfill with
at least a 90% waste recovery rate.
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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
development 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 maintained.
During the design phase of the project, sustainability reviews gathering the
project’s development team and the sustainability team 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 its 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 Targets related to resource use and
circulareconomy.
Details on the Circular Economy Framework for development projects
As part of its sustainability guidelines, the Group highlights how a circular economy design approach could benefit carbon footprint, resource
preservation and biodiversity. A specific chapter related to circular economy and how to integrate circular economy “concepts” is integrated in the
Group’s Sustainability guidelines, referring to the Group Circular Economy Framework appendix, 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
S
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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 project 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
require 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 direct impact on the total volume of waste
generated on site. Nevertheless, the Group has implemented waste
management efficiency measures, such as:
• Work 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
circulareconomy.
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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-
related
requirements in
thedesign of the
projects to
securetheir
environmental
performance and
integrate circular
economy principles
in the design of the
development
projects.
• 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)
Development
projects
across the
Group (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
• 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
• Sustainability
guidelines
assessment
performed
forongoing
development
projects to
securetheir
environmental
performance
• Renovation
projects analysed
(but not aligned)
under 3.2EU
Taxonomy
classification
(Circular
Economy)
• End of 2025 and
2026, Group
trainings of the
teams involved in
development
projects to
improve the
overall knowledge
on the application
of the
sustainability
guidelines for
development
projects, including
a dedicated part
on Circular
Economy and
efficient design
• Corporate
Sustainability
team to produce
guidance and
track performance
• Concept Studio
team
• Local country
development and
construction
teams for
implementation
• A limited
increase of
URWconstru
ction costs (<
10%) is
expected to
reach the
Group’s
targets
• Case study:
For a
development
project with
atotal
construction
cost of
€100Mn, 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
Waste
management
Policy
Material IROs
addressed:
• E5-I-4
• Implement
measures to
ensure landfill
diversion,
prioritising
prevention, reuse
and recycling over
waste-to-energy
recovery
• Engage tenants
and improve
recycling through
partnerships with
waste contractors,
food waste
reduction initiatives
and tenant
engagement
programmes
Standing
assets from
the Better
Places Scope
2015-
2030
2030 • Includes the waste
management
framework, best
practices and KPIs
related to waste
management in
the shopping
centres
• Waste action
plan2025
• In 2025, 100%
ofwaste
management
contracts in EU
include a clause
“0% to landfill”
• Pilot on weighting
systems to engage
tenants by using
pay-per-weight
process
• 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
includes actions
in the business
plan of the
asset.
Details about the actions deployed are given in the below sections.
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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
2
(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.
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 ambitions related to construction and demolition 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; and
• 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 newsletter intended for all teams
engaged in development projects was created in 2025 to ensure best
practice sharing across countries related to sustainability applied to
development projects. The community is coordinated by the Group
Sustainability team. Engagement 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 procurement contracts and tenant green
leases establish the minimum requirements to be met for waste sorting
and recycling. Additionally, tenant awareness raising includes updating
and adding signage on waste bins, sharing best practices, highlighting
the importance of properly sorting materials, and outlining the legal
requirements associated with the waste management programme.
Forexample:
• 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.
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In some shopping centres, tenants are also being incentivised through
the implementation of individual reinvoicing of waste charges (for waste
managed by URW). Pilot shopping centres are now 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.
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 Czech Republic and Poland in 2025. In
addition, reverse vending machines available to visitors have been
tested in the UK to foster recycling of coffee cups and other small
foodpackaging.
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 one
below is related to the development projects of the Group and is a
voluntary target, while the following ones are related to the standing
assets of the Group (under the Better Places scope) and are also
voluntary targets. 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.
Particularly, the stakeholders involved in the target setting and the
associated process to do so, are the same as the ones described in the
table about the policies (in the above section).
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 and E5-O-2). The target is also
described within the sustainability guidelines policy and does not refer
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 CSRDscope:
• -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 identified circular economy concept as a lever to reach
the carbon reduction target (see details above).
The circular economy concepts 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 target of -35% carbon emissions related to construction is followed
at each design stage to track the effectiveness of the related actions by
the project team and the Group Sustainability team during project
reviews. The overall progress towards these targets is presented in
URW Sustainability Scorecard (in section 3.1 Better Places Roadmap)
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.
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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) and are
part of the waste policy of the Group. 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:
Targets Baseline Year
Performance of the
baseline year
2025 performance
Zero waste (0 tonnes) to landfill by 2025
(1)
2018 37.0%
21.7% (Group)
1.1% (EU)
64.9% (US)
Achieve 80% diversion of operational waste from landfill by 2030 in the US 2025 35.1% (US) 35.1% (US)
Engage tenants in reducing waste (managed by URW) by -15% by 2030 from a 2019 baseline 2019 - -7.1%
Reach 70% recycling rate by 2030
2022 40.7% 47.9%
(1) Note about the zero waste to landfill objective by 2025:
Unibail-Rodamco-Westfield (URW) set an ambitious global objective in 2019 to achieve Zero Waste to Landfill across its entire portfolio by 2025, reflecting our commitment
to circularity and resource efficiency. While this target will be met in Europe, where integrated waste management systems and landfill bans enable near-total diversion, it
will not be achieved at Group level due to structural constraints in the United States. The US waste management landscape is characterised by systemic limitations beyond
our direct control:
• Limited infrastructure: Fewer than 60 waste-to-energy facilities operate nationwide, compared to hundreds in Europe, leaving landfills as the default disposal route for
non-recyclable waste;
• Fragmented regulations: There is no federal mandate for landfill diversion; rules vary by state and municipality, creating inconsistent recycling streams and contamination risks;
• Underdeveloped recycling markets: Many materials lack viable end-markets, meaning even collected recyclables often end up landfilled; and
• Economic and geographic constraints: Hauling waste to distant recovery facilities is cost-prohibitive, and local bans on incineration further limit alternatives.
When the target was set in 2019, expectations were that US infrastructure and regulatory frameworks would evolve rapidly, supported by federal initiatives such as the
EPA’s National Recycling Strategy. Progress has occurred, but not at the scale or pace required to make zero landfill feasible by 2025. Recognising these realities, URW is
evolving its approach with a new, regionally relevant ambition for its US portfolio: Achieve 80% diversion of operational waste from landfill by 2030.
This goal reflects both our determination to lead within the US context and the complexity of driving meaningful change in a market where advanced recovery solutions are
not yet widely available. To deliver on this trajectory, we are investing in partnerships with specialised recycling providers, piloting innovative diversion programmes, and
leveraging data-driven optimisation.
The targets set relate to resource outflows and more specifically to the waste management, including preparation for proper treatment.
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3.2.2.5.5 Resource inflows (ESRS E5-4)
For URW activities, the resource inflows related to the material impacts
are about raw material consumption for the construction of the
development projects (see section 3.2.1.3.3 Material impacts, risks and
opportunities and their interaction with strategy and business model).
Raw material consumption for 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 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 was 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.
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 material topics for the
Group’s own operations or value chain. URW does not directly procure
rare earths for its direct operations (rare earths can still be found in
batteries and/or other equipment present in URW assets, but it remains
non-material).
RAW MATERIAL QUANTITIES FOR DEVELOPMENT PROJECTS
2025
Overall total weight of materials used for development projects (in tonnes) 157,027
% of biological materials 1.2%
% of secondary reused or recycled materials 7.2%
Absolute weight of secondary reused or recycled materials (in tonnes) 11,282
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 project development pipelines, 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 second 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). As the proxy only
relies on the average quantity of recycled content in the materials,
there is no double counting with any reused materials.
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. In 2025, as specified above, the 2024 model
(ratios) has been used to estimate material quantities, applied to the
2025 pipeline of development projects.
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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 3.2.1.3.3 Material impacts, risks
and opportunities and their interaction with strategy and business model).
Beyond this material impact, another of URW’s outflows is 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 Resource use and circular economy
fordevelopment projects).
URW has defined minimum requirements for its major development
projects when it comes to circularity, including the below examples:
• A renovation 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; and
• 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 set 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 an adaptability and disassembly study to be carried out,
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 Resource use and circular economy for URW’s
operations on standing assets.
Total waste quantities diverted and directed from/to
disposal
(1)
All quantities in the tables below are waste over which URW has 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 that 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.
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 (retail) set for
waste management.
Amount of waste in metric tonnes
2025
Total amount of waste generated 104,039
Total amount of hazardous waste generated 90
Total amount diverted from disposal 54,361
Amount diverted from disposal - Preparation for reuse 1,068
Amount diverted from disposal - Recycling 49,708
Total percentage of recycled waste 47.8%
Amount diverted from disposal - Other recovery operations (Methanisation) 3,585
Total amount directed to disposal 50,746
Amount directed to disposal - Incineration 28,174
Amount directed to disposal - Landfill 22,572
Total percentage of waste directed to landfill 21.7%
Amount directed to disposal - Other disposal operations 0
Total amount of non-recycled waste 54,331
Total percentage of non-recycled waste 52.2%
(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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Total waste quantities per composition (metric
tonnes)
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 (retail) set for
waste management.
Amount of waste in metric tonnes
2025
Total amount of waste generated 104,039
Total amount of cardboard 24,635
Total amount of wood (pallet) 1,667
Total amount of mixed waste (ordinary industrial waste) 35,108
Total amount of glass 2,300
Total amount of organic bio-waste 8,345
Total amount of cooking oil 943
Total amount of green waste 136
Total amount of bulky waste 2,850
Total amount of plastic 2,091
Total amount of metal 615
Total amount of hazardous waste (mainly composed of electrical and electronic waste) 90
Total amount of sweeping sludge 110
Total amount of construction waste 1,248
Total amount of other waste 23,900
Within URW operations, the following types of waste can be generated and are reported by each asset on a monthly or annual 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 one 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.
For the 2025 reporting, URW did not opt for the simplified presentation
option provided under the Omnibus directive.
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 budget); 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.
(1) No activity linked to construction of new buildings according to EU Taxonomy (sections 7.1/3.1).
(2) URW has considered for the year 2025 that the definition of the renovation indicated in the section 7.2 applies also to section 3.2 Sustainability statement.
(3) No CAPEX in this category for 2025.
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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 OPEX.
2025 RESULTS OF URW SHARES OF ELIGIBLE ACTIVITIES
Turnover (k€) Eligible activities Non-eligible activities Total
Gross rental income (“GRI”) 2,257,492 70,723 2,328,214
Service charge income 382,148 0 382,148
Property development and project management revenue 49,207 0 49,207
Property services and other activities revenues 0 298,923 298,923
Total turnover 2,688,847 369,646 3,058,493
% Total turnover 87.9% 12.1% 100%
% Turnover excluding service charge income 86.2% 13.8% 100%
CAPEX (k€) Eligible activities Non-eligible activities Total
CAPEX on investment properties 830,748 11,378 842,126
Scope movements on investment properties 205,920 0 205,920
CAPEX on tangible assets 0 12,935 12,935
CAPEX on intangible assets 0 10,402 10,402
Total 1,036,668 34,714 1,071,382
% CAPEX 96.8% 3.2% 100%
OPEX (k€)
Eligible activities Non-eligible activities Total
% OPEX --100%
Compared to 2024, the slight increase in the share of eligible revenue
is explained by portfolio changes (acquisition of the remaining stake in
Wheaton, divestment of the REM business in Germany, and the
airportdisposals).
The variation in eligible capital expenditures compared with last year is
not significant, even though the amount decreases due to the Group’s
capitallight approach.
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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 (please see section 5.1.1
consolidated statement of comprehensive income) ;
- Total CAPEX = CAPEX on investment properties + scope
movements on investment properties + CAPEX on tangible assets
+ CAPEX on intangible assets (please see sections 5.1.2 Investment
properties at fair value ;5.1.3 Investment properties under
construction at cost; 5.2 Tangible assets; 5.3 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 2025, URW has applied the materiality exemption. The
denominator is calculated as follows: an operating expense 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;
• 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. The
expenditures taken into account include maintenance CAPEX,
developmentrelated CAPEX, and CAPEX linked to individual
measures (URW does not have a CAPEX plan as mentioned in the
Taxonomy) ; 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 building. As a
result, turnover and CAPEX associated with the US Airports activities
have been excluded from the numerators of URW EU Taxonomy-
eligible activities.
URW carried out a verification exercise to avoid any double counting
across the different annexes of the regulation.
(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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3.2.2.6.4 URW share of aligned activities
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.
2025 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
Taxonomy-eligible
per objective
Taxonomy-aligned
per objective
CCM 87.9% 55.5%
CCA 0% 0%
WTR 0% 0%
CE 0% 0%
PPC 0% 0%
BIO 0% 0%
Proportion of CapEx/Total CapEx
Taxonomy-eligible
per objective
Taxonomy-aligned
per objective
CCM 96.8% 65.3%
CCA 0% 0%
WTR 0% 0%
CE 0.7% 0.7%
PPC 0% 0%
BIO 0% 0%
OPEX Disclosure Exemption
Minimal Impact of Taxonomy Eligible OPEX
Approximately 13% of the gross OPEX amounts correspond to re-
invoiced 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, the business model 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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(a) TheCodeconstitutestheabbreviationoftherelevantobjectivetowhichtheeconomicactivityiseligibletomake
asubstantialcontribution,aswellastheSectionnumberoftheactivityintherelevantAnnexcoveringtheobjective,i.e.:
–ClimateChangeMitigation:CCM
–ClimateChangeAdaptation:CCA
–WaterandMarineResources:WTR
–CircularEconomy:CE
–PollutionPreventionandControl:PPC
–Biodiversityandecosystems:BIO
TURNOVER
Substantial contribution criteria DNSH criteria (Do No Significant Harm)
Minimum
safeguards
(17)
Y/N
Ta xo no my
aligned
proportion
of turnover,
year N-1
(18)
%
Category
enabling
activity
(19)
E
Category
transitional
activity
(20)
T
Economic activities
(1)
Code
(a)
(2)
Tu rn o ve r
(3)
k EUR
Proportion of
Tu rn o ve r
(4)
%
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
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Acquisition and ownership of buildings CCM7.7 1,697,501 55.5% 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)
1,697,501 55.5% 55.5% 0% 0% 0% 0% 0% YYYYYYY50.3%
of which Enabling 00%0%0%0%0%0%0% –––––––N/A
of which Transitional 00%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 CCM7.7 991,346 32.4% EL N/EL N/EL N/EL N/EL N/EL 36.1%
Turnover of Taxonomy-eligible but
not environmentally sustainable
activities (not Taxonomy-aligned
activities) (A.2)
991,34632.4%32.4%0%0%0%0%0% 36.1%
A. Turnover of Taxonomy-eligible
activities (A.1+A.2) 2,688,847 87.9% 87.9% 0% 0% 0% 0% 0% 86.5%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-eligible activities 369,646 12.1%
Tota l (A+B) 3,058,493 100.0%
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CAPE X
Code
(a)
(2)
CAPEX
(3)
k EUR
Proportion of
CAPEX
(4)
%
Substantial contribution criteria DNSH criteria (Do No Significant Harm)
Minimum
safeguards
(17)
Y/N
Ta xo no my
aligned
proportion
of CAPEX
year N-1
(18)
%
Category
enabling
activity
(19)
E
Category
transitional
activity
(20)
T
Economic activities
(1)
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
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Construction of new buildings CCM7.1 – 0.0% Y N/EL N/EL N/EL N N/EL Y Y Y Y Y Y Y 0.0%
Renovation of existing buildings CCM7.2 7,415 0.7% Y N/EL N/EL N/EL N N/EL Y Y Y Y Y Y Y 0.1% T
Installation, maintenance and repair of
energy efficiency equipment
CCM7.3 5,424 0.5% Y N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0.4% E
Installation, maintenance and repair of
charging stations for electric vehicles in
buildings (and parking spaces attached to
buildings)
CCM7.4 – 0.0% Y N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0.0% E
Installation, maintenance and repair of
instruments and devices for measuring,
regulation and controlling energy
performance of buildings
CCM7.5 2,879 0.3% Y N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0.2% E
Installation, maintenance and repair of
renewable energy technologies
CCM7.6 792 0.1% 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 CCM7.7691,90764.6%YN/ELN/ELN/ELN/ELN/EL YYYYYYY63.6%
CAPEX of environmentally sustainable
activities (Taxonomy-aligned) (A.1)
708,418 66.1% 66.1% 0% 0% 0% 0% 0% – – – – – – – 64.3%
of which Enabling 9,0960.8%0.8%0%0%0%0%0% –––––––0.6%E
of which Transitional 7,4150.7%0.7%0%0%0%0%0% –––––––0.1% 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
Construction of new buildings CE3.1/
CCM7.1
– EL N/EL N/EL N/EL EL N/EL 0.0%
Renovation of existing buildings CE3.2/
CCM7.2
– EL N/EL N/EL N/EL EL N/EL 0.0%
Installation, maintenance and repair of
energy efficiency equipment
CCM7.3 – EL N/EL N/EL N/EL N/EL N/EL 0.0%
Installation, maintenance and repair of
charging stations for electric vehicles in
buildings (and parking spaces attached to
buildings)
CCM7.4 – 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
CCM7.5 – EL N/EL N/EL N/EL N/EL N/EL 0.0%
Installation, maintenance and repair of
renewable energy technologies
CCM7.6 – EL N/EL N/EL N/EL N/EL N/EL 0.0%
Acquisition and ownership of buildings CCM7.7 328,250 EL N/EL N/EL N/EL N/EL N/EL 32.8%
CAPEX of eligible not Taxonomy-
aligned activities (A.2)
328,250 30.6% 30.6% 0% 0% 0% 0% 0% 32.8%
A. CAPEX of Taxonomy-eligible
activities (A.1+A.2) 1,036,668 96.8% 96.8% 0% 0% 0% 0% 0% 97.1%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CAPEX of Taxonomy-non-eligible activities 34,714 3.2%
Tota l (A+B) 1,071,382 100.0%
(a):TheCodeconstitutestheabbreviationoftherelevantobjectivetowhichtheeconomicactivity
iseligibletomakeasubstantialcontribution,aswellastheSectionnumberoftheactivityinthe
relevantAnnexcoveringtheobjective,i.e.:
–ClimateChangeMitigation:CCM
–ClimateChangeAdaptation:CCA
–WaterandMarineResources:WTR
–CircularEconomy:CE
–PollutionPreventionandControl:PPC
–Biodiversityandecosystems:BIO
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OPEX
Code
(a)
(2)
OPEX
(3)
k EUR
Proportion of
OPEX
(4)
%
Substantial contribution criteria DNSH criteria (Do No Significant Harm)
Minimum
safeguards
(17)
Y/N
Ta xo no my
aligned
proportion
of OPEX
year N-1
(18)
%
Category
enabling
activity
(19)
E
Category
transitional
activity
(20)
T
Economic activities
(1)
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
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Acquisition and ownership of buildings CCM7.7 0 0% Y N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 0%
OPEX of environmentally sustainable
activities (Taxonomy-aligned) (A.1)
00%0%0%0%0%0%0% Y Y Y Y Y Y Y0%
of which Enabling 00%0%0%0%0%0%0% – – – – – – – – E
of which Transitional 00%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 CCM7.7 0 0% EL N/EL N/EL N/EL N/EL N/EL 0%
OPEX of Taxonomy-eligible but not
environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
00%0%0%0%0%0%0% 0%
A. OPEX of Taxonomy-eligible
activities (A.1+A.2) 00%0%0%0%0%0%0% 0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
OPEX of Taxonomy-non eligible activities 1,281,120,593 100.0%
Tota l (A+B) 1,281,120,593 100.0%
(a):TheCodeconstitutestheabbreviationoftherelevantobjectivetowhichtheeconomicactivityiseligibletomake
asubstantialcontribution,aswellastheSectionnumberoftheactivityintherelevantAnnexcoveringtheobjective,i.e.:
–ClimateChangeMitigation:CCM
–ClimateChangeAdaptation:CCA
–WaterandMarineResources:WTR
–CircularEconomy:CE
–PollutionPreventionandControl:PPC
–Biodiversityandecosystems:BIO
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Comment on 2025 alignment figures
The share of URW’s aligned capital expenditures is mainly driven by its
development projects, including those related to assets already within
the operating portfolio. The increase in the percentage of aligned capital
expenditures compared with 2024 is primarily due to the reduction
inCAPEX.
Portfolio changes, the update of energy performance certificates, and
the improvement in the portfolio’s energy performance for the 2025
analysis contributed to the increase in the share of aligned revenue.
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 fewer performing assets are “aligned”.
URW has expanded 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
aremainly projects in the US where there are no equivalents to the
EU Taxonomy TSC which are based exclusively on EU regulations
andstandards.
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 33%. There is no impact on the calculation for revenues
(please see section 3.3 Green financing of the Group activities).
Comment on 2025 alignment figures only among
eligible activities
(2)
Taxonomy alignment figures presented in the summary table below have
been calculated on the basis of eligible activities. 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 re-invoiced
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, more than 68%
of URW’s capital expenditures and over 63% of its revenue are
considered aligned with the EU Taxonomy’s environmental objectives.
URW’s aligned revenue share stems both from its operating assets and
from revenue generated through development projects on operating
assets, as near 62% of its eligible revenue is 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) 61.6% 24.8% n/a 67.1% 29.0% n/a
Development projects (7.7) 1.5% 42.0% n/a 1.6% 39.1% n/a
Major renovations (7.2) 0% 0.7% 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 0.9% n/a n/a 0.6% n/a
TOTAL 63.1% 68.3% n/a 68.7% 68.1% 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 OFBUILDINGS (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 December 31, 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) andthe US
(noapplicable equivalent in localregulation)
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 December 31, 2020: Building is within
thetop15% of the national or regional building stock expressed
asoperational 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
forother countries: using country-level values where they exist (in the UK,
Germany, Spain, and Benelux) and a European-level value for the
remainingcountries
For buildings built after December 31, 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
foreachstage
- Application of URW internal Life Cycle Assessment methodology aligned
with EN15978
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 June 27, 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 were reported in 2025.
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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 (see categories 3.1. Construction of new buildings
and section 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 comes from primary raw materials;
(b) For the combined total of brick, tile, ceramic, a maximum of 70% (3.1) or 85% (3.2) of the material comes from primary raw materials;
(c) For bio-based materials, a maximum of 80% (3.1) or 90% (3.2) of the total material comes from primary raw materials;
(d) For the combined total of glass, mineral insulation, a maximum of 70% (3.1) or 85% (3.2) of the total material comes from primary raw materials;
(e) For non-biobased plastic, a maximum of 50% (3.1) or 75% (3.2) of the total material comes from primary raw materials;
(f) For metals, a maximum of 30% (3.1) or 65% (3.2) of the total material comes from primary raw materials;
(g) For gypsum, a maximum of 65% (3.1) or 83% (3.2)of the material comes from primary raw materials.
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, in 2025 URW updated 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 processes 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 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 specialised 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 were also
carried out for an additional part of the portfolio in 2025; and
• As a follow-up to the risk and vulnerability assessment, risk
engineers and/or local asset teams performed field visits aimed at
assessing the adequacy of adaptation measures already in place and
at identifying new measures to be implemented.
(1) Aucun projet n'est aligné sur cette activité en 2025.
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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
riskapproach.
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 2025.
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
beenchecked.
In 2025, URW’s individual measures stand for 0.9% 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
Article3 (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). However, 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 stands firmly
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 procurement 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
URWoperates.
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 2025, the Group
operated 66 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 €49 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 2025, on a proportionate basis, the subsidiaries of the URW Group paid
€328 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
ANDSOCIALCONTRIBUTIONS PAID IN 2025
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 of
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/.
30% United States
3% Poland
2% The Netherlands
1% Denmark
1% Austria
1% Czech Republic
40% France
9% United
Kingdom
4% Sweden
4% Spain
3%
Germany
0.1% Slovakia
0.5% Italy
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Nuclear and fossil gas related activities
Nuclear energy-related activities
1.
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.
NO
2.
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.
NO
3.
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.
NO
Fossil gas related activities
4.
The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that produce electricity using fossil
gaseous fuels.
NO
5.
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.
NO
6.
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.
NO
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 section 3.2.1.4.1 Description of the processes to identify
and assess material impacts, risks and opportunities, and section 6.1.2
Group Enterprise Risk Management framework 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” (see 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 its 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 tothe following material
topics:
• Diversity & Inclusion (D&I);
• Training anddevelopment; and
• Health and safety (H&S).
These policiesare applicableto all employees Group-wide, under the
supervision of the Group People Officer.
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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 3.2.1.3.3 Material impacts, risks and opportunities and their interaction with strategy and business model.
Document and
material IROs
addressed
Description of key contents
of the policy
Description of
scope of policy or
of its exclusions
Description of the different
senior levels in organisation
that is accountable for
supervision and
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 those
who need to help
implement it
Diversity and
Inclusion
Material IROs
addressed:
• S1-I-1
TheBe You at
URWcharteroutlines
URW’s commitment to
fostering a diverse,
equitable and inclusive
workplace. It includes
4pillars that encompass
initiative
s andobjectivesaimed
atpromotingLeadership
& Commitment, Inclusion
Policies & Performance,
Culture & Employee
Engagement, and
Employee Development
& Learning, across all
levels of the organisation
This policy
applies to all
employees
across all URW
locations
The charter is signed by all
members of the Executive
Committee, and its
implementation is overseen
by the Group Director of
Learning, Inclusion &
Engagement as well as
theEMD,GroupPeople
Officer
Local HR teams are
accountable for operational
implementation
The commitment
respects the
principles outlined in
the United Nations
Global Compact, the
United Nations
Women's
Empowerment
Principles and the
International Labour
Organization (ILO)
conventions as well as
local regulations
within all countries
where URW operates
• Group Diversity and
Inclusion team
• Human Resources
department
• Group compliance
andemployee
resourcegroups
• Employee
representatives
• The Governance,
Nominations and
Remuneration
Committee of the
Supervisory Board is
kept informed
through annual
meetings
Our Be You at URW
commitment is
available publicly on
our corporate website.
Full details are
available to all
employees through the
internal URW Intranet
and communicated
during onboarding,
training sessions and
engagement activities
Training and
Development
Material IROs
addressed:
• S1-R-1
• S1-R-2
The URW Learning Policy
emphasises the
importance ofcontinuous
learning and
development for all
employees. The internal
URW Academy is
responsible for designing
and delivering various
training programmes,
workshops and
development
opportunities aimed at
enhancing employee
skills and career growth
This policy
applies to all
employees
across all URW
locations,
including
Viparis
The policy and the URW
Academy are overseen by
the Group Director of
Learning, Inclusion &
Engagement as well as the
EMD, Group People Officer
and supervised by the CRSO
• GroupLearning and
Development team
• Department
managers
• Frenchwork council
(CSE)
• External training
providers
The policy is accessible
to all employees
through the internal
URW Intranet
Health and
Safety
statement
Material IROs
addressed:
• S1-S2-I-1
• S1-S2-R-1
• S1-S2-R-3
This statement details
URW’s commitment to
H&S, referring to a
discipline of interrelated
policies, procedures,
practices, initiatives and
objectives aimed at
safeguarding the Health
and Safety of people in
the workplace
The statement
applies to all
employees and
contractors
across all URW
locations
(excluding
Viparis)
The statement is signed by
the Chief Resources and
Sustainability Officer, and
implementationsupervised
by the GroupDirector of Risk
Management.
EU Directives UK
Health and Safety at
Work Act (HASAWA)
1974
Stakeholders involved:
Group Sustainability
team,Corporate
technical team (PMPS
team), Technical local
country teams,Asset
teams,Development
teams, Construction
teams
Public - latest version
available on URW
website
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Human rights and labour conditions
Human Rights have not been identified by URW as material for the
purpose of Own Workforce (S1) reporting. However, this is an important
topic forURWand an overview is presented below.
URW is committed to upholding the highest standards of human rights
and labour rights protections. URWcomplies withthe 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 onlyoperatesin countries where
social regulations are well-developed through democratic frameworks.
Internally, specific frameworks set up by the Group define and
manage additionalrules 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 Grouphas employeesin the European Union, theUKand the US,
which offer strict human rights protections. Thesejurisdictions 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
tomaintaina 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.
URW's approach to HR applies equally across the Group, no specific
cases have been identified asvulnerableand no human rights incidents
were reported in 2025.
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.
Since 2025, URW is a a signatory of the Promilès manifesto, further
reinforcing the Group’s longstanding commitment to the armed forces.
This signature is part of the continuity of initiatives already undertaken,
such as hosting a trainee from the French Higher Military Studies Center
for the third consecutive year.
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 4 regional People teams
implementing the Group policies.
To ensure employees’ voices are heard, an engagement survey is
conducted every year, with a full version delivered every two years.
These insights help identify priorities and guide targeted, meaningful
actions. In 2025, participation reached 78% (vs 80% in 2023) and
positive sentiment stood at 64% (vs 74% in 2023). Employee sentiment
indicated the need for simpler, more agile ways of working and
highlighted key areas for renewed focus. The survey results support the
identification and prioritization of key actions
Diversity & Inclusion (D&I)
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,transparentand 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, influencepeddlingand 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 have been 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 theimportant roleof ethics and compliance in the
Group business and to the collective commitment to do the right thing.
Learning & Development
In line with URW’s Learning Policy, the global learning catalogue is
updatedon the basis ofregions' 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).
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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. In
2025, a sustainability learning journey for all employees focused on
deepening the knowledge on URW Better Places Strategy with the
deployment of 2 key e-learningsto all employees (Sustainable Retail
Index and Better Places Certification).
Health & Safety
The Group’s commitment to H&S is reflected in various initiatives:
• Access to physical and mental wellness programmes and healthcare
resources for employees aligned with the Group wellbeingframework;
• Information and training to empower and educate employees at all
levelsregardingH&S;
• Access to report accidents, near-misses, and potential instances
of non-compliance, related protocols for investigation and
appropriate correctiveactions to the local H&S correspondent, the
relevantmanageror the local People teams (for employees);
• Proactive identification of hazards and implementation
of appropriate risk mitigation measures through the Group risk
managementprocedures;
• Collaborative approach with contractors and other third
partiesregardingH&S;
• Benchmarkingand assessment ofperformance in relation to industry
metrics and bestpractices;
• Audits at regular intervals; and
• Integration of feedback from employees, contractors, and stakeholders
to drive continuous improvement.
3.2.3.1.5 Processes to remediate negative
impacts and channels for own
workers to raise concerns (S1-3)
Diversity & Inclusion and Learning & Development
URW’s workforce can raise concerns through various channels:
• Speaking with theirmanagers;
• Raisingconcerns to the local HR and/or Complianceteam;
• “Pulse surveys” or “Flash questions”;
• Talent reviews; and
• The Integrity Line, which provides a guarantee of anonymity
and confidentiality. Further details are 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.
Health & Safety
URW conducts, with the help of the Group Bureau Veritas, regular
riskassessmentsand audits toidentifypotential 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 through a third-
party confidential whistleblower hotline, without fear of retaliation.
Each report is thoroughly investigated, and corrective actions are taken
to prevent recurrence. This topic is under the responsibility of the
HRdepartment.
The Group also has relevant processes in case of emergencies (e.g.
chemical leaks).
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. URW has
alsoestablished H&S committees 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.
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)
Diversity & Inclusion
URW fosters an environment where everyone feels valued and
empowered. The Group earned distinctions such as “Top 30 Employer”
in the UK and scored 94/100 on the French Workplace Equality Index
(Viparis: 99/100). Gender pay gaps are monitored and published
annually in France, the UK, and the US.
Family Support
Parental leave benefits vary by region (e.g., shared leave in the UK,
extended second parental leave in France and Sweden). Childcare
support includes daycare places (France) and child allowances
(Austria).
Celebrating Diversity
International Women’s Day 2025: The Executive Committee honoured
nearly 200women who moved into new roles. Local teams hosted gender-
focused activities such as appreciation stations and film screenings.
Pride Month: URW highlighted LGBTQIA+ inclusion through inspirational
portrait galleries and regional events promoting dialogue, respect
anddiversity.
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Employee Well-Being
The Group’s “Your Well-Being” framework prioritises healthy culture,
minds, and bodies.Well-being is reinforced through dynamic in-person
collaboration as well as remote work flexibility.Viparisreinforces well-
being through its Better at Heart sustainability pillar.
Aligned with Mental Health Awareness campaigns, resources and
resilience-focused learning sessions were offered.
Comprehensive healthcare coverage, plus flu shots, eye exams and
screenings in some regions. Physical activity encouraged via free or
subsidised gyms, trainer-led classes and walking challenges (France,
Spain, Austria).
The Group is committed to ensuring an inclusive work environment
through continued public commitments.This includes ongoing support
of the United Nations Women’s Empowerment Principles (CEO
Statement of Support was signed in 2023).Also, the Group once again
signed the Manifesto for the inclusion of disabled people in France.In
addition, the Group supports gender and racial equality in the UK with
Real Estate Balance and the Race at Work Charter.Viparishas 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.
The Group’s commitment to Diversity & Inclusion is globally recognised,
ranking in theEquileapTop 100 companies for gender equality.
Learning & Development
To ensure a knowledgeable,adaptableand future-ready workforce, URW
offers a variety of learning offeringsto engage and upskill employees
under the supervision of the URW Academy department. URW updates its
learning offerings every year to ensure employees are equipped to meet
the Group’sobjectives. In 2025, the URWAcademycontinued a highly
curated approach, tailoring content to target specific skills for the right
audiences. The global catalogue included people, business, technologyand
green skills withadditional, specific programmes dedicated to newcomers
and managers.
Sessions are offered in a variety of formats, including digital, webinars,
classroom training and small group workshops. While some mandatory
learning isrequiredeach year, most learning initiatives are offered on a
voluntary basis and targeted toward specific groups of employees.
All employees were assigned two mandatory digital learning paths; one
for sustainability topics, and the other for compliance topics. The
sustainability path offered employees the opportunity to deep dive into
the two Better Places Plan core initiatives thatimpact our shopping
centres: Better Places Certification and Sustainable Retail Index. In
addition, 79 team members in shopping centresin 7 countries were
trained on Better Places Certification to ensure the roll-out of the
label. Finally, URW targeted sustainability learning programmes for
specific departments. The second mandatory path included
Compliance in Action, GDPR (Europe only) and Cybersecurity.
Health & Safety
As part of the 2025 risk management strategy, a “deep dive” risk review
on H&S was conducted in H1 2025, to assess 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.
Thiswaspresentedto the URW SE Audit Committee in July 2025, with
an agreed 2026 and 2027 roadmap of actions to reinforce the Group's
H&S framework and ensure alignment of standards (on training,
inspections, audits etc.) across all regions.This will be overseen by a
newly formed Group H&S Committee, comprising Senior Managers
with Group-level responsibilities across all relevant departments,
tasked with setting the strategy and monitoring progress.
The implementation of a revised H&S 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, H&S audit, hazardous chemicals, water
management and legionnaires' disease, work equipment and
mandatory inspections, and asbestos, air quality and management.
Continuous training programmes are provided to all employees to ensure
they are aware of safety protocols and best practices. This includes crisis
management, training, stresstestsand regular safety drills.
In 2025, 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 took place, includinglearning
sessions focused on resilience.
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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)
Diversity & Inclusion
To sustain a diverse environment, the Group has committed to two key
targets focused on the representation of women in senior management
positions and the female executive pipeline:
• Executive diversity:maintainingat least40% ofsenior management
positions held by women, measured at year-end.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 supportmaintainingthis 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.
• Female executive pipeline: proportion of females among new
entrants in the senior management population (hired or promoted)
during the year,target is 50%.This metric is part of the Management
Board short-term Incentiveobjectives.
Learning and Development (L&D)
Annually, a minimum of 95% of URW employees must 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.
Health & Safety
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&Spractices.
For more detailed information on related metrics, see section 3.2.3.1.14
Health & Safety metrics.
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3.2.3.1.8 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, it is an extract
from Workday. The process and the KPI are annually audited by the external auditors. Based on a report as of December 31, 2025, the Group has 1,992
employees, of which 56% are women and 44% are men. For the last 3 years, women represented on average 55% 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, 2025
(1)
Table 1. Employee headcount by gender
Gender Headcount
Male 883
Female 1,109
Other/not reported
(1)
0
Total employees
1,992
(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 2024
Year-end 2025
France (incl. Viparis) 977 936
USA 380 307
United Kingdom 210 187
Germany 372 124
Spain 105 99
Poland 75 81
Sweden 82 75
Czech Republic 62 58
Austria 52 52
The Netherlands 65 51
Denmark 12 13
Italy 10 9
Slovakia 8 0
Total URW Group 2,410 1,992
Table 3. Employees by contract type and gender
Female Male
Total
Headcount 1,109 56% 883 44% 1,992
• Permanent 1,057 55% 848 45% 1,905
• Temporary 52 60% 35 37% 87
• Non-guaranteed hours
(1)
22 85% 4 15% 26
• Full-time 1,057 55% 876 45% 1,933
• Part-time
52 88% 7 12% 59
(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 US
Total
Headcount
(1)
1,044 52% 315 16% 326 17% 307 15% 1,992
• Permanent
(2)
978 51% 313 16% 307 16% 307 16% 1,905
• Temporary 66 76% 2 2% 19 22% 0 0% 87
• Non-guaranteed hours
(3)
0 0% 0 0% 0 0% 26 100% 26
• Full-time 1,027 53% 293 15% 306 16% 307 16% 1,933
• Part-time
17 29% 22 37% 20 34% 0 0% 59
Southern Europe: France, Spain, Italy. Includes corporate employees; Central Europe: Germany, Austria, Czech Republic, Poland, Slovakia; Northern Europe: Sweden, The
Netherlands, Denmark, United-Kingdom
(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 2025 is 2,189 employees.
Country Female Male
Total
France 524 412 936
United States of America 166 141 307
Total 690 553 1,243
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.
2024 movements
2025 movements
Headcount % of total
Headcount % of total
Hires 358 100% 342 100%
• Permanent 278 78% 251 73%
• Fixed-term 50 14% 54 16%
• Apprentices 30 8% 37 11%
Departures 579 100% 760 100%
• Involuntary 341 59% 496 65%
- Dismissal 141 24% 117 15%
- End of probation 23 4% 16 2%
- Retirement 14 2% 1 0%
- Mutual agreement 47 8% 66 9%
- Expiry of fixed term* 100 17% 77 10%
- Outsourcing* 16 3% 219 29%
• Voluntary and other 238 41% 264 35%
- Resignation 237 41% 247 33%
- End of probation 0 0% 0 0%
- Retirement 0 0% 15 2%
- Death 1
0%
2
0%
Turnover
(1)
18.6% 20.1%
(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 (2,489 and 2,312
for 2024 and 2025, respectively).
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3.2.3.1.9 Diversity metrics (S1-9)
Workforce as of December 31, 2025
2024
2025
Headcount % of total
Headcount % of total
Age
< 30 466 19.3% 408 20.5%
30 to 50 1,466 60.8% 1,203 60.4%
> 50 478 19.8% 381 19.1%
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 (111 roles in 2025, excluding Viparis), plus any top
regional role graded 14 in Marketing, Shopping Centre Management and Westfield Rise, any top country role graded 14 in Leasing, Legal, Design and
Construction, Senior Asset Managers / Portfolio Directors and Senior Portfolio Directors (Shopping Centre Management) (21 additional roles in total
in 2025).
The proportion of women in Senior Management was 43.2% at year-end 2025, significantly above the minimum of 40% committed, and reflecting
significant efforts in promoting and hiring women at senior levels.
The middle management definition includes all other positions graded 12 to 14. The proportion of women in this population is 45.4%.
2024
2025
Total Held by women Held by men
Total Held by women Held by men
Senior management level 131 58 44.3% 73 55.7% 132 57 43.2% 75 56.8%
Middle management level 664 313 47.1% 351 52.9% 553 251 45.4% 302 54.6%
In Viparis, the senior management level is defined as any N-1 to the Excom with the title of Director with the exception of Site Directors, SERVEX
Director, Viparis Emotions Director, project director and the Safety & Security Director. As of December 31, 2025, 42% of senior management
positions are held by women.
3.2.3.1.10 Persons with disabilities (ESRS S1-12)
At the end of the year 2025, the Group has 1.2%
(1)
of employees recognised as workers with a disability status among which 52% are women and 48%
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.
(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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3.2.3.1.11 Training and skills development metrics (ESRS S1-13)
PERCENTAGE OF EMPLOYEES THAT PARTICIPATED IN REGULAR PERFORMANCE AND CAREER DEVELOPMENT REVIEWS BY GENDER
2025
Total number of employees that participated in performance reviews 1,732
Proportion of employees that participated in performance reviews
(1)
89.2%
Proportion of female employees
(1)
86.4%
Proportion of male employees
(1)
92.7%
(1) Based on the endofyear headcount, including Viparis, and excluding apprentices who are not eligible for the performance review (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.
2024
2025
Total hours attended 37,623 26,867
Average number of hours per employee
(1)
14.8 12.3
Average number of hours per female
(1)
14.8 12.1
Average number of hours per male
(1)
14.9 12,5
Total people trained
2,384 2,075
(1) Based on average headcount for the year of 2,189 employees including Viparis.
3.2.3.1.12 Health and safety metrics (ESRS S1-14)
ACCIDENTS
Accident type 2024
2025
Work-related incidents causing injury 5 3
Work-related incidents causing death 0 0
All URW employees are covered by a local Health & Safety
management system.
To support all countries and strengthen Health & Safety knowledge
across the assets, the Group has launched a new set of 9 mandatory
elearning modules. This training is a key step in building a strong safety
culture where everyone understands their role in preventing harm and
ensuring the wellbeing of people.
• 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 2025 were 0.82% and 0.09%, respectively. In 2025, sick leave
represented 13,087 working days (2.69% of total working days) and
days of absence for work-related/commuting accidents or illness
represented 1,045 working days (0.22% of total working days).
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OCCUPATIONAL HEALTH AND SAFETY
2024
2025
Number of
working days Ratio
Number of
working days Ratio
Lost days for work related injuries 106 0.02% 670 0.14%
Lost days for work-related ill health and fatalities from ill health
(1)
78 0.01% 254 0.05%
Lost days for occupational disease 0 0% 0 0%
Lost days for sick leave 14,901 2.65% 13,087 2.69%
Lost days work-related mental illness 776 0.14% 121 0.02%
Lost days for personal/family events 1,761 0.31% 1,382 0.28%
Total
17,621 3.13% 15,515 3.19%
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.
3.2.3.1.13 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 30.5% for
employees present as of December 31, 2025. 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 2.4%. When also comparing on a like-for-like basis (same country, same grade, same work experience) the pay gap is
reduced to 1.2%.
2025
Gender pay gap 30.5%
Adjusted pay gap (same country, same grade) 2.4%
Like-for-like pay gap (same country, same grade, same experience) 1.2%
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 2025, excluding interns. All salaries
have been converted to Euros on the basis of the 2025 average exchange rates. With this approach, the Group CEO's total remuneration ratio is 56.5 to
the median and 35.9 to the average total remuneration. This ratio is subject to variations that are not only due to developments 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 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.
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
ofstakeholders.
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. 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.
Please see section 3.2.1.4.1 Description of the processes to identify and
assess material impacts, risks and opportunities, and section 6.1.2 Group
Enterprise Risk Management framework for more detailed information on
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the double materiality analysis and the risk identification process.
S2 – WORKERS IN THE SUPPLY/VALUE CHAIN
The Company’s material impacts focus on enhancing working
conditions and proactively addressing potential human rights violations.
The risks associated with breaches affecting value chain workers
include legal, financial and reputational consequences, which could
also have a negative impact on partnership opportunities for URW.
Construction and on-site workers are the most significantly impacted
group, given the heightened risks related to health and safety (H&S),
forced labour, and undeclared work. They have been identified as the
most vulnerable to material negative impacts within URW’s value chain.
For more information on:
• URW’s approach to promoting positive impacts on value chain
workers, please refer to section 3.2.3.2.3 Policies related to value
chain workers;
• 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;
• URW’s supply chain, please refer to section 3.2.4.3 Management of
relationships with suppliers.
Human rights risks within the value chain primarily relate to modern
slavery. As part of its procurement 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. The assessment revealed no
significant risks in 11 countries in Europe and the US where URW
operates or sources the majority of its commodities
(1)
.
3.2.3.2.3 Policies related to value chain
workers (ESRS S2-1)
Compliance with all applicable local laws and standards is a prerequisite
for URW’s operations. The Group is committed to maintaining regulatory
compliance while safeguarding human rights and preventing any form
of forced or child labour across its activities in the 11 countries in Europe
and the United States where it operates.
The Code of Ethics clearly outlines the Group’s commitment to
protecting fundamental human and labour rights including forced
labour, as well as maintaining high H&S standards. Additionally, URW
addresses material IROs related to value chain workers through a
comprehensive set of policies (see table below). URW aims to mitigate
risks, protect operational integrity and ensure sustainable business
practices throughout its value chain. This commitment safeguards the
Company and also promotes improved working conditions, benefiting
value chain workers and enhancing their welfare. These requirements
apply to suppliers, supported by contractual clauses and commitments
designed to mitigate risks, as detailed in section 3.2.4.3, Management of
Relationships with Suppliers.
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. 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 is also part of
the Internal Audit assignments.
(1) For standing assets' location, please refer to section 3.2.1.1.1 General basis for preparation of the Sustainability Statement. In 2025, the main construction sites of URW were
located in the UK, Germany and France.
URW
URW’s direct responsibility
URW’s indirect responsibility
Upstream
Employees of on-site
contractors (cleaning,
maintenance, etc.)
Downstream
Employees of retailers
on-site only
Standing assets
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
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Topics and
material IROs
addressed
Document and
material IROs
addressed
Description of key
contents of the
document
Description of
scope of the
document or of
its exclusions
Description of
the different
senior levels in
organisation
that is
accountable for
supervision of
the document
Description of the
different senior
levels in
organisation that
is accountable for
implementation
of the document
Disclosure of third-party
standards or initiatives that
are considered through
implementation of the
document
Key internal
stakeholders in
setting the
document
Explanation of how
this document is
made available to
potentially affected
stakeholders and
stakeholders who
need to help
implement it
Human
Rights
Material IROs
addressed:
• S2-R-1
Human Rights
Policy
URW upholds
human rights by
embedding
international
standards into its
operations and
supply chain,
applyingand risk
assessment
processes to
identify and
mitigate
potential risks
This policy
applies across
all URW
entities,
including
subsidiaries,
joint ventures,
suppliers, and
contractors. It
covers both
direct and
indirect
impacts on
human rights
throughout the
value chain
URW’s
Management
Board
endorses this
Policy and is
responsible for
Group’s
Human Rights
guarantees,
due diligence
mechanisms
and corrective
actions. It shall
be overseen
by URW’s
General
Counsel
The application
of the values of
the Policy is the
responsibility
of all
departments
involved in the
value chain,
with the
support of the
Sustainability
and Compliance
teams
• UN Global Compact
(UNGC)
• International Bill of
Human Rights
• OECD Guidelines for
Multinational
Enterprises
• UN Guiding Principles
on Business and Human
Rights (UNGPs)
• ILO Fundamental
Conventions and
Declaration on
Fundamental Principles
and Rights at Work
• UN Women’s
Empowerment
Principles
• UN Convention on the
Rights of the Child
• UN Declaration on the
Rights of Indigenous
Peoples
Sustainability,
Compliance,
Legal,
Procurement,
Construction
departments
and the
Management
Board
The policy is
publicly
accessible via
URW’s corporate
website
Modern
Slavery and
Anti-Slavery
and Human
Trafficking
Policy
• Mitigation of
any form of
slavery,
servitude,
forced or
compulsory
labour, human
trafficking or
related and
equivalent
offences
• Zero-tolerance
approach to
all modern
forms of
slavery and
human
trafficking
Group
including
URW’s supply
chains, the
businesses of
any of its
Business
Partners
The
Management
Board
N/A • Australia's Modern
Slavery Act 2018
• Australia's national
action plan to monitor,
combat and raise
awareness in relation to
crimes of slavery,
servitude, forced labour,
deceptive recruiting for
labour or services,
trafficking in person and
children, and other
similar offences
• 2015 UK Modern
Slavery Act
• United Nations Guiding
Principles on Business
and Human Rights and
such legislation as may
be applicable in the
respective jurisdictions
N/A Australia Modern
Slavery
statement
available on
public URW
website
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Topics and
material IROs
addressed
Document and
material IROs
addressed
Description of key
contents of the
document
Description of
scope of the
document or of
its exclusions
Description of
the different
senior levels in
organisation
that is
accountable for
supervision of
the document
Description of the
different senior
levels in
organisation that
is accountable for
implementation
of the document
Disclosure of third-party
standards or initiatives that
are considered through
implementation of the
document
Key internal
stakeholders in
setting the
document
Explanation of how
this document is
made available to
potentially affected
stakeholders and
stakeholders who
need to help
implement it
Health &
Safety
Material IROs
addressed:
• S1-S2-I-1
• S1-S2-R-1
• S1-S2-R-2
• S1-S2-R-3
Health and
safety
statement
A comprehensive
list of initiatives
and principles
which guides
URW’s efforts to
protect the
health and safety
of contractors
and visitors
across all sites
All URW
workplaces,
construction
sites, and
standing
assets,
applying to
contractors
and visitors
The MB
oversees
health and
safety
commitments
and ensures
alignment with
Group risk
management
procedures
The CRSO is
responsible for
embedding
health and
safety
principles into
operational and
sustainability
strategies
• Compliance with local
laws and regulations
• ILO Fundamental
Conventions
Sustainability
team,
Procurement,
PMPS
(corporate
technical
team),
technical
country teams,
asset teams
Available on
public URW
website
Responsible
Procurement
Material IROs
addressed:
• S2-R-1
• S1-S2-I-1
• S1-S2-R-1
• S1-S2-R-2
• S1-S2-R-3
Responsible
Purchasing
Charter
Its purpose is to
ensure that all
suppliers uphold
sustainability
principles (fair
labour, anti-
corruption…)
through
contractual
commitments,
operational due
diligence and
continuous
improvement
across the
supply chain
The charter
governs all
supplier
relationships
and
procurement
categories
The content is
fully endorsed
by URW’s
Executive
Committee
The CRSO is
accountable for
implementing
the charter
coordinating
with
Procurement
team.
• International Bill of
Human Rights
(comprising the
Universal Declaration of
Human Rights, the
International Covenant
on Civil and Political
Rights, and the
International Covenant
on Economic, Social and
Cultural Rights)
• United Nations Global
Compact
• OECD Guidelines for
Multinational
Enterprises on
Responsible Business
Conduct
• United Nations Guiding
Principles on Business
and Human Rights
(UNGPs
• International Labour
Organization (ILO)
Declaration on
Fundamental Principles
and Rights at Work and
Fundamental
conventions
• United Nations
Convention on the
Rights of the Child
• United Nations Women’s
Empowerment
Principles (UN WEPs)
• Standards of Conduct
for Businesses
• Indigenous Rights (in the
context of its US
activities)
Procurement
and
Compliance
teams,
suppliers,
operational
teams
The charter is
published on the
website and
shared in
suppliers
contracts
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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. Building on this commitment:
• The Group integrates human rights considerations for workers in the
value chain in the Group’s Enterprise Risk Management framework
and Risk Management through the annual Group risk assessment;
• Human Rights Policy reinforced the Group 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;
• Although, as noted in the Global Slavery Index’s findings
(1)
, 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). However, URW SE and URW N.V. have
issued a joint statement affirming their commitment to comply with
the requirements and objectives of the Australia’s Modern Slavery
Act 2018; and
• URW’s Anti-Slavery and Human Trafficking Policy is part of the
Compliance Book (principles and rules that must govern, safeguard
and guide business operations and the behaviour of employees,
managers, and directors of URW). This policy enforces a zero-
tolerance approach to modern slavery and human trafficking,
requiring ethical practices, risk identification, due diligence, and
shared responsibility across all operations and supply chains.
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. 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:
• URW delegates construction to a General Contractor: the General
Contractor is responsible for the H&S on the project. All subcontractors
are appointed, managed and coordinated by the General Contractor and
are contractually required to make the necessary provisions for site
safety and comply with the relevant H&S legislation. The General
Contractor’s team develops the technical requirements provided to
subcontractors within the tendering process.Where URW standards
exist, the General Contractor must comply with the URW minimum
standards even if these exceed local laws and regulations. In addition,
the General Contractor takes responsibility for the welfare of site
operatives and the provision of adequate facilities against URW
standards or local laws. Tender submissions that do not comply with
the technical requirements and the applicable H&S standards are
disqualified from the tendering process.
• URW acts as the General Contractor: when URW acts as the General
Contractor, the Group takes responsibility for the management of
H&S on the project. This is managed by URW establishing a dedicated
project team and implementing the H&S processes and procedures.
URW is responsible for the procurement of subcontractors and
ensuring that the subcontractors meet the minimum H&S standards
prior to appointment. In addition, URW takes responsibility for worker
welfare providing adequate changing and dining facilities, site
inductions, incident management procedures and permitting to work
processes. and coordination, and the establishment of site
security.Inthe UK, where URW has historically and most frequently
acted as a General Contractor, a stringent health & safety
prequalification questionnaire is undertaken by all subcontractors in
order to demonstrate company policies and worker competence in
order to ensure proper site supervision and management. Specific
hazards such as asbestos, lifting operations, temporary works,
excavations, hot works, higher risk activities and working at height are
then managed under detailed URW processes and procedures. With
regard to ongoing actions, a programme to roll out best practices,
particularly those identified in the UK, is currently underway.
Health and safety in standing assets
URW applies a Group-wide Health & Safety (H&S) programme which sets
common principles and is adapted locally to comply with regulations.
This programme covers key areas such as air and water quality, asbestos,
Legionella, technical installations and fire safety, and includes clauses on
H&S and working conditions in multi-year service contracts. It includes,
in particular, the inspection and continuous improvement of H&S
standards for buildings and their technical equipment that may impact
the environment or 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 to attest to the
implementation of very strict standards regarding H&S within its
European 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), based on a framework that
incorporates both external regulations and Group policies. This audit
awards the site 1 of 4 overall levels 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.
(1) https://www.walkfree.org/global-slavery-index/map/
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A dedicated 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.
Responsible procurement
The URW procurement approach is a key means to uphold human rights
and ensure health and safety.
For more information, see section 3.2.4.3 Management of relationships
with suppliers.
3.2.3.2.4 Processes for engaging with
value chain workers about impacts
(ESRS S2-2)
In standing assets, the General Managers meet at least weekly with
multi-services and maintenance employees’ site managers to address
their requests and feedback on improvement areas, identified risks and
corrective measures needed to ensure a safe working environment. 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.
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' application,
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.
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.
URW provides value chain workers with channels to share concerns and
suggestions, primarily through direct access to its grievance
mechanism, the URW Integrity Line. URW integrates feedback from
value chain workers into its decision-making processes, helping shape
policies on human rights, health and safety, and labour practices to
ensure compliance and improve working conditions, including for the
most vulnerable on construction sites. For instance, in Northern Europe,
the regional management team meets quarterly in the Health & Safety
Executive Committee (HSEC) to review general Health/Safety and Risk
performance, inclusive of construction health & safety performance.In
addition to the quarterly HSEC meeting, the regional management team
also undertake proactive site inspections on regular basis to view in
person the statistics presented in the HSEC meeting. As part of the HSEC
reviews, the regional management team are continually reviewing
opportunity for improvement in the Northern Europe management
systems with respect to Health/Safety and Risk. During the regional
management tours of centre operations and construction sites, senior
leaders are exposed to a first-hand experience of on-the-ground
activities in order to assess ongoing risks and improvements and to
consider the feedback of value chain workers. 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 H&S standards.
For more information related to the governance of H&S, please refer to
section 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.
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.
3.2.3.2.5 Processes to remediate negative
impacts and channels for
value chain workers to raise
concerns (ESRS S2-3)
Suppliers and workers can report concerns on the URW Integrity Line,
as this channel is included in the compliance section of contracts. For
construction sites where URW delegates management to an external
contractor, URW expects partners to communicate the existence and
availability of the URW Integrity Line to their workers (see section 2.4
Ethics and compliance within URW Group). Viparis also implements a
similar system with its Code of Ethics and whistleblowing process.
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 of
contractors, are recorded and monitored until they are fully resolved.
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In order to remediate negative impacts, URW maintains an effective
Global Crisis Management Policy and framework including annual crisis
training and exercise campaigns (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.
At asset level, on top of monthly meetings dedicated to sharing feedback
and communicating alerts to site teams, the Group has implemented a
standardised HSE incident and action tracking system to record and track
corrective actions to closure within a defined timescale.
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.
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. 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.
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)
Given the decentralised structure of procurement at URW, all URW
buyers are involved in advancing the relevant contractual guarantees to
ensure compliance with human rights and modern slavery standards
based on the following key elements:
• Dedicated clauses covering labour rights (e.g. working status,
working conditions), professional integration and H&S. For more
information, please see section 3.2.4.3 Management of relationships
with suppliers;
• 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 offences via URW’s Integrity Line, which is
referenced in all contracts between URW and its goods and
services providers.
• Since 2023, the Responsible Purchasing Charter outlines the Group’s
commitment to addressing and mitigating negative impacts across
its value chain.
In 2025, URW implemented a new procurement organisation, appointing
a Group Head of Procurement responsible for overseeing procurement
strategy and ensuring alignment across all regions.
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Human rights
In the context of modern slavery, URW partnered with “Stronger
Together” to develop an e-learning module to raise the awareness of
department concerned (Construction, Shopping Centre Management,
procurement) to fight the risk of forced labour. The UK is still partnering
with Stronger Together to deliver trainings. StrongerTogether is a not-
for-profit organisation, working with businesses to reduce forced
labour, labour trafficking and other hidden third-party exploitation of
workers. In 2025, URW launched a new training module for
construction, development and shopping centres teams to refresh
understanding of forced labour risks and outline key steps in the Due
Diligence Procedure, supported by practical resources to ensure
effective implementation across the value chain. In 2025, 109 exposed
employees completed the training, delivered at both corporate and
regional levels.
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.
Health and safety
The detailed analysis of the 2024 main incident was used to enhance
anticipation mechanisms and reinforce existing protocols and H&S
standards on site.
As part of the 2025 risk management strategy, a detailed risk review on
H&S was conducted to assess URW’s current global H&S arrangements.
It includes a new governance of H&S, a review of policy/procedures,
audits and training across all levels of the company and activities.
Presented to the URW SE Audit Committee in July 2025, this new
roadmap aims to reinforce the Groups H&S framework and ensure
alignment of standards (training, inspections, audits etc.) across all
regions. This new governance based on both Group’s activities
(Construction and Operations) will roll-out the strategy and monitoring
progress.
In 2025, a revised H&S training plan took place for retail employees,
with updated materials around different topics: H&S fundamentals, fire
safety awareness, environmental, H&S audit, hazardous chemicals,
water management and legionnaires' disease, work equipment and
mandatory inspections, and asbestos, air quality and management.
In addition, all H&S certifications and audits are managed through a
single platform that centralises documents and provides dashboards to
track completion. The H&S audit grid was fully reviewed and updated by
H&S referents and the support of Bureau Veritas.
(1) Case study available at: https://www.stronger2gether.org/product/construction-and-property-programme-collaborative-project/
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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 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 on the internal process and framework. In 2025, 79% of assets were audited Group-wide (77% in 2024); 100% (100% in 2024) 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
Health and safety external assessment coverage (%) 79% 76% 100% 100%
% 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
2025
Number of sanctions for non-compliance related to building health and safety 0
Monetary value of associated fines (€) 0
In the Group's construction activities, no Group-wide targets have yet
been defined. For further details on actions and associated processes see
section 3.2.3.2.3 Policies related to value chain workers, section 3.2.3.2.5
Processes to remediate negative impacts and channels for value chain
workers to raise concerns and section 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 2026, the new H&S governance will implement the roadmap by
promoting a unified H&S policy and culture, harmonising practices and
common standards and strengthening monitoring across both
operations and construction.
URW continues to monitor the roll-out of its Responsible Purchasing
Charter. The deployment of SAP across all countries will enable more
precise tracking of Charter coverage, supporting the Group’s ambition
to maximize integration into contracts and purchase orders.
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 Community Resilience Action Plans (CRPs) cover 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 and supporting them in overcoming
barriers to employment, 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 that we call Community Day.
This initiative reflects URW’s commitment to social responsibility and
community engagement, fostering a culture of giving back and making a
positive impact.
(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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Please see section 3.2.1.4.1 Description of the processes to identify and
assess material impacts, risks and opportunities, and section 6.1.2
Group Enterprise Risk Management framework 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 generating a 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, available on URW's
website, 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 shopping centres, form part of the long-term social strategy
developed at the asset level. Their purpose is to support both
community development and asset growth. Each plan focuses on two
key themes (outlined below) and ensures that priority community
issues are identified in collaboration with local stakeholders. This
collaborative approach enriches CRPs with valuable insights, leading to
high-impact social outcomes through meaningful, measurable and
reportable community programmes:
• The Jobs and Skills initiatives cover employment opportunities to
place local people in jobs or enable them to work through support,
mentoring or training, providing better opportunities to gain employment
for local communities. By offering job training programmes, job 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, employment organizations,
associations and educational institutions to provide tailored training
programmes that meet the needs of the community and the job market;
• The 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. This ranges from hosting free fitness
classes and cultural festivals to blood donations and vaccinations,
encouraging participation from all community members while
promoting public health.
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 Chief
Resources and Sustainability officer and are supported at the local level
by Managing Directors and Chief Operating Officers. For more
information, please see section 3.2.1.2.1.2Roles and responsibilities of
the administrative, management and supervisory bodies with regards to
sustainability matters.
Going beyond the Better Places roadmap, URW worked collaboratively
with EY and the Palladio Foundation to extend impact measurement
approaches to the wider real estate and “urban industry” in France,
leveraging the Impact Report published in June 2025, which introduced
a standardised framework for assessing social and environmental value
creation across assets and stakeholders.
As part of the Better Events strategy revamp in 2025, Viparis is
committed to enhancing the positive impact of its activities on the local
economy and community. Starting in 2026, Viparis will measure the
direct and indirect economic benefits generated by its clients, using
data and methodologies developed by the Île-de-France Chamber of
Commerce and Industry (CCI).
In addition, Viparis will launch a reference document listing various
types of local associations, which will be shared with clients to
encourage stronger interaction between their events and the local
associative network. This initiative aims to foster community
engagement and reinforce the social footprint of events hosted at
Viparis venues.
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The CRPs 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 (United Nations Guiding
Principles) or the OECD (Organization for Economic Cooperation and
Development) Guidelines for Responsible Business Conduct. Similarly to
other external stakeholders, the Integrity Line is open for reporting
incidents, and General Managers deploying the CRPs 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 seeks 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 shopping centres update their CRPs. 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, backed by evidence.
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 National Organizations. 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.
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 2025, URW supported more than 26,000
individuals in securing jobs or receiving training, including the Step into
Retail programme and around 7,000 through job fairs in France.
In 2025, as part of the CRPs, URW introduced Step into Retail, a
programme designed to connect individuals facing barriers to
employment with jobs that foster upward mobility, leveraging a key
partnership with INCO Academy. INCO Academy is a social enterprise
belonging to theINCO Group, promoting equal access to economic
opportunity by skilling the workforce of tomorrow and preparing the
next generation of impact entrepreneurs. INCO Academy is
responsible for sourcing and training candidates, while URW secures
job opportunities that foster upward social mobility among its
stakeholders. The pilot phase was rolled out in the UK and Spain
across five assets: Westfield London, Westfield Stratford City,
Westfield La Maquinista, Westfield Glòries and Splau. The programme
attracted over 1,600 applications in both countries and trained more
than 400 individuals facing barriers to employment.
In 2025, the Group’s Volunteering Programme focused on building
stronger communities through strengthening social inclusion. In 2025,
79.6% of the Group’s employees
(1)
volunteered to support local
communities where the Group operates. This represents over 8 500
volunteering hours delivered by URW employees.
Beyond employment, around 230,000 community members participated
inlocalinitiatives including health campaigns, collection and distribution
of meals, social events for vulnerable groups and cultural initiatives.
(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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Overall, more than 85 initiatives were carried out, the Group supported
more than 100 NGOs, and donated more than €3,000,000 in cash or in
kind (physical or digital space, goods and services) to support these
initiatives [to be updated by Quentin Détré at the end of the year.
In 2025, no severe human rights issues and incidents connected to
affected communities were 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)
Since2023, the Group committed to support its role as a catalyst for
economic and social impact with a target of15,000 people supported
annually in 2025 through training, social inclusion and employment
opportunities.To reinforce this commitment, the target will be raised to
25,000 by 2028, underscoring the Group’s ambition to amplify its
positive social impact.
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,leveragingtheir resources andexpertiseto 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 was set in 2024 with an objective to be achieved for
2025(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.
Please see results in the section 3.2.3.3.6 Taking actionon material
impacts on affected communities, and approaches to managing
material risks and pursuing material opportunities related toaffected
communities, andeffectiveness of those actions.
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 66 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 consumers.
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
tenantsoperatingin 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
ofstakeholders.
3.2.3.4.2 Material impacts, risks and
opportunities and their interaction
with strategy and business model
(ESRS 2 SBM-3)
URW recognisesthe positiveroleits retail assetsplay in fostering the
growth and development of brands and products thatbenefitconsumers.
This contribution is particularly reflected in enabling consumers to
transitiontowards more sustainable consumption habits. Thisapproach
aligns closely 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 theSustainable
Experiencepillar. 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.
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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 more sustainable lifestyles. Please see
section 3.2.1.4.1 Description of the processes to identify and assess
material impacts, risks and opportunities, and section 6.1.2 Group
Enterprise Risk Management framework 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
positivelyimpact 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, in continuity with previous years:
• Assess andmonitor 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,theSustainable Retail Index
(SRI), co-developed with GoodOnYou
(1)
and the criticalexpertiseof
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 theWestfield 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 were reported
in 2025.
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 ensure that
communicationremains open with potentially affected communities,
helping toidentifythe 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.
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 Chief Resources and Sustainability Officer and the Chief
Customer and RetailOfficer, andare supported at the local level by
ChiefOperatingOfficers 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
bodieswith regard tosustainability matters.
The Better Places Certification was designed with the support of
Bureau Veritas Solutions and WWF France
(4)
. 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 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,as well as our internal certifications on HSE and Quality
topics, 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 France to develop the SRI
(Sustainable Retail Index) methodology. Recognising that cooperation
accelerates progress,URWjoined forces withIngka Centres to launch the
SRI Associationin February2026.This coalition of stakeholders aims at
promoting a recognised industry standard for engagement in the
sustainable transition of retail (cf. details in section3.2.3.4.6 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).
(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
(4) WWF France shared its expertise and critical-friend vision on biodiversity, water, mobility, energy, sustainable consumption and climate aspects of the criteria.
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To measure the integration of sustainability in the customer journey,
URW conducts customer surveys on site through digital kiosks for one
month a year. With the Westfield Brand Tracker, URW has also tracked
sustainabilityperceptionsand expectations for those living within the
catchments of Westfield-branded assets, on a half-yearly basis since
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. For instance, the 2025 CSR survey showed that
for nearly 60% of respondents across 40 of URW's assets, sustainability
is a key factor in their purchasing decision.
Responding to growing demand for durability and repair,
URW partnered with SOJO, a UK-based circular service provider, in
2025 to launch repair and alteration services in Westfield London,
Westfield Stratford and Westfield les Quatre Temps.This omnichannel
solution offers in-store and online access, enabling retailers
tointegrate circular services directlyThis initiativerepresentsa first
step toward building a circular services ecosystem within Westfield
centres.
To complement this approach, each asset hosts on-site sustainability-
oriented experiences to raise awareness of sustainable practices, such
as the Westfield Good Festival, in line with the Better Places target. The
Group created the Westfield Good Festival to engage visitors in an
immersive experience focused on sustainable consumption. The event
aims to educate customers by providing sustainable services and
content, whileshowcasingan ecosystem of stakeholders collaborating
with URW. This year, activities included second-hand markets,
influencer-led pop-up stores, upcycling workshops, customisation
booths, and fashion shows featuring sustainable clothing. In 2025, the
event brought together 239 retailers, external partners and NGOs
across 23 Westfieldcentresin Europe and 9 in the US, during a period
when thesecentresrecorded 4.2 million visits.
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, tenant
satisfaction surveys in each shopping centre were pursued in 2025 in
Europe among all tenants of URW's shopping centres, to gather their
feedback on key topics such as accessibility, marketing, security,
cleaning, services, sustainability and management of the shopping
centre.The tenantswho answeredin the survey expressed an overall
satisfaction of 75.7%. In the US, General Managers engageon 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,tenantsand service providers. This
innovative tool isregularly usedto engage with tenants, gather their
feedback, and assess their satisfaction with new services or events.
Byfacilitatingreal-time communication and feedback, the application
helps URW to promptly address any issues and continuously improve
the tenant experience. Launched in 2016 and revamped in 2025, 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.
Byleveragingthe 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.
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 tomaintainingopen
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 channelsremaineffective and user-friendly.
Furthermore, URW has robust policies in place to protect the privacy
and personal information of individuals using these channels. These
policiescomply withrelevant data protection regulations and ensure
that all personal data is handled securely and responsibly. For more
information, please refer to section 2.4.7 Personal 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.
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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)
To promotesustainable consumption,URW has implementedthreekey
initiatives under its Sustainable Experience pillar: the Better Places
Certification (BPC), the Sustainable Retail Index (SRI) andthe Westfield
Good Festival (WGF).
TheBetter Places Certificationevaluatesassets against96 criteriaand
assigns ratings from A to E, demonstrating the progress they have
made in their sustainability performance. ThisCertification 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-
scopeGroupretail assets and, once the assets are certified, continuing
to implement measures to improve the asset rating as part of a
continuous improvement approach.
Sustainable Retail Index, launched in 2023, provides a dynamic and
detailed view on retailers’ sustainability commitments and
performancethrough twocomponents:
• Brand rating(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): assessed through third-
party audits of consumer-facing practices at store level
Retailers receive 1 of 5 labels – Leader (5/5); Advanced (4/5);
Active (3/5); Starter (2/5); and Inactive (1/5) – relative to the best
performers in their sector. While Group and regional SRI scores are
published annually, individual retailers scores remain confidential and
serve as a basis for engagementon sustainabilityimprovements.URW
aims to expandSRI coverage to new sectorssuch as Home, Technology,
Food & Beverage Services by 2027, in line with the Better Places
targets. This includes setting improvement goals for regional teams
and monitoring progress closely.
To accelerate this transition, recognising that collaboration accelerates
progress,URW andIngka Centres co-founded theSRI Association in
February 2026, joined by Sonae Sierra for a pilot. This industry-
firstcoalitionbrings together real estate stakeholders and leadership in
the sustainable transition of retail. The Association benefits from
Good On You, as an expert, and WWF France, as a civil society
representative, for methodological expertise ensuring rigour and
credibility. More information available atwww.sriassociation.org.
Finally, the Westfield Good Festival complements these efforts by
engaging visitors directly. Created to raise awareness and inspire
sustainablebehaviours, the festival offers immersive experiences such
as second-hand markets, upcycling workshops, repair and customization
booths, and fashion shows featuring pre-loved clothing. In 2025, the
festival was held in 23 Westfield centresin Europe and 9 in the US,
during a period when thesecentresrecorded 4.2 million visits. As part
of this initiative, URW partnered with SOJO, a UK-based circular service
provider, to launch repair and alteration services in Westfield London,
Westfield Stratford City and Les Quatre Temps, with an omnichannel
approach enabling both in-store and online access.
Together, the Better Places Certification, SRI and WGF initiatives help
URW meet consumer expectations for sustainable places and products.
In addition, URW haspartnered with WWF France since 2023 ina3-
yearpartnershipincluding a key objectiveto 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. In 2025, URW and WWF extended their
partnership to Poland, focusing on three actions:
• Conducting a study on responsible consumption
toinformURWactions in itsassets,
• Deploying awareness initiatives such as the Westfield Good Festival
in major Polishcentres; and
• Supporting WWF-led forest conservation projects across the country.
(1) How We Rate Brands – Good On You: https://goodonyou.eco/how-we-rate/
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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 pillarto meet the
expectations of retailers and visitors:
• Better Places Certification
- AllEuropean standingassets
(1)
certified by 2027
- All Group standing assets
(1)
certified by 2028
In 2025, we managed to achieve60.9% ofstanding assets certified in
Europe and49.1% of standing assets certified in the Group.
• SRI
Originally targeted for full deployment across 100% of eligible URW
revenues in Europe by 2027, the SRI roll-out will now be extended to
include flagship assets in the USby 2028. This expansion reinforces
URW’s ambition to drive positive change across its entire portfolio.
In 2025, the SRI was extended, on top of the Fashion
(2)
sector,Health
& Beauty and General Services
(3)
, to the multibrand methodology
(4)
,
with assessments conducted in 2025. As a result, the SRI covered
75.4% of European eligible revenues, and 73.5% of Group eligible
revenues
and represents approximatively 4,300 stores
and1,250brands.
• Westfield Good Festival
In 2025, the objective was for all assets to host at least one annual
campaign or event to raise awareness on sustainability, such as the
Westfield Good Festival. The achieved performance reached 98% in
2025. The 100% target will be maintained for 2026 to ensure continuity
and alignment with the Group’s strategic priorities.
These targets reflect a comprehensive understanding of the diverse
needs and aspirations of each group, in particular:
• 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
benefitingboth the retailers and the broader community.
• Visitors:Theultimategoalis toempowerand influencevisitors to
make informed and sustainable choices by offering accessible and
appealing options and experiences. Targets are designed to
encourage more sustainable consumption habits, reflectingmarket
expectations for sustainable lifestyles.These targets are based on
insights from URW’s customer studies(studied conducted by URW
Marketing teams) and sustainability-focused surveys among
loyalty members (Westfield Brand Tracker), which highlight
growing demand for eco-friendly products and services.By aligning
the targets with these market expectations, URW ensures that its
initiatives resonate with visitors and effectively promote
sustainable living.
(1) Please refer to the following section where the scope is presented: section 3.2.1.1.1 General basis for preparation of the Sustainability Statement.
(2) Fashion Apparel, Sport Apparel, Jewellery, Bags & Footwear & Accessories.
(3) Fitness, Entertainment.
(4) Multibrand retailers are retail operators that curate and sell products from a variety of distinct brands within the same physical or digital retail space
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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 approves the Group’s risk policy and strategy, sets risk appetite and tolerance, integrates risk management into the organisation's
objectives, fosters a strong risk culture and promotes a corporate environment where all employees actively manage their risks.
For more detailed information, please see section 2.4 Ethics and compliance within the URW Group.
Policy/Code/
Programme Key content
Description of
scope of the
document or
of its exclusions
Description of the different
senior levels
in organisation that is
accountable for
supervision and
implementation
Disclosure of external
standards or initiatives
that are considered
through
implementation
Description of
key stakeholders
Availability of
the document
Business
conduct
Material IROs:
• G1-R-1
• G1-R-2
• G1-R-3
• G1-O-1
• G1-O-2
• G1-O-3
Code of Ethics • Group’s zero-
tolerance principle
regarding violations
of the Code and
theACP
• Highest standards
ofintegrity,
accountability and
respect for
stakeholders
• Preventing any form
of disreputable
conduct
Group (except
VIPARIS which
has its proper
code and ACP)
The GCO in
collaboration with
LocalCompliance
Correspondents
(“LCCs”) (EUplatform)
and the Compliance
Officer of URW NV
(USplatform)
Compliance with
laws and regulations
Tenants,
customers,
investors, local
communities,
suppliers and
contractors,
aswell as
employees
Available on
URW website
Anti-corruption
programme
(ACP)
• Compliance with the
applicable anti-
corruption laws and
fight against all
forms of corruption
and influence
peddling
• Corruption risk
mapping of the
activities within the
Group and its
regions, focusing on
the exposed
activities
Group (except
VIPARIS which
has its proper
code and ACP)
• The Management
Board
• The Group Ethics &
Compliance
Committee
• The GCO in
collaboration with
Local Compliance
Correspondents
(“LCCs”) (EU
platform) and the
Compliance Officer
ofURW NV
(USplatform)
All local regulations
on corruption and
influence peddling
and notably:
• French Sapin II
Law
• UK Bribery Act
• US Foreign
Corrupt
PracticesAct
All business
partners,
ultimate
beneficiary
owners and
employees
Available on
URW intranet
URW Integrity
Line and
Whistleblowing
Statement
• URW Reporting
system for alerts
made by employees
or third parties
Group (except
VIPARIS which
has its proper
reporting line)
• The GCO
• The Compliance
Officer of URW NV
forthe US Platform
• In addition, the
regional People
Officer for human
rights’ alerts
• French Sapin II
Law
• Whistleblowing
European
Directive and any
similar regulations
in UK and in
theUS
URW employees
and third parties
Available on
URW website
and in the Code
of Ethics
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3.2.4.2.1 Training
To enhance awareness and embed a culture of compliance within the
Group, mandatory online training focused on ethics, compliance, the
Anti-Corruption Programme (including influence peddling) and the
prevention of Money Laundering is provided annually to employees and
directors. As of December 31, 2025, 76% of URW employees had
completed this online training. In addition, 330 exposed employees
participated in in-person training that included practical case studies to
tailor responses to specific risk situations relevant to their activities.
The percentage of exposed employees trained on anti-corruption in
2025 is 81%. The exposed functions were identified in alignment with
the Group’s corruption risk mapping, to ensure that training measures
primarily target employees most likely to encounter highrisk
situations, such as teams in investment, development & construction,
and public affairs. These training sessions are deployed across all the
Group. In 2025, specific additional training sessions were organised for
employees conducting due diligence on third parties on the internal due
diligence platform for third-party assessment. Furthermore, a specific
e-learning session on respecting human rights and preventing forced
labour is rolled out on exposed departments within the Group.
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 of situations
presenting a risk of corruption, to guide and explain how to comply with
the VIPARIS Code of Ethics and the Viparis ACP.
3.2.4.2.2 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; and
• 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.
By following these principles, URW aims to foster trust and integrity in
its relationships with public administrations, with a zero tolerance
forcorruption.
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/.
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).
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In 2024, URW updated its mapping of sustainability-related risks in its
supply chain. This exercise 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 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 existing risk
management measures already in place within the Group. The double
materiality analysis also integrated the outcomes of this riskmapping.
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 procurement approach
URW’s procurement approach is guided by fairness, quality, longterm
partnerships, risk reduction and compliance with regulations. All
purchases must follow the Group’s Code of Ethics, ACP and local laws,
including labour and environmental rules such as the UK and Australian
Modern Slavery Acts and US antidiscrimination clauses. Suppliers can
raise complaints with the GCO at any time during tenders or contracts,
in line with the whistleblowing procedure. Regular audits by URW’s
Internal Audit team ensure consistent application of procurement
guidelines across the Group.
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 procurement 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 responsible supply chain and procurement is built
on close coordination between different departments and in particular:
• At Group level: URW defines and drives a harmonised procurement
policy, ensuring the application of high standards in governance and
responsibility. Group procurement procedures apply to all strategic
spending categories, including property management, development
projects, and, since 2025, administrative expenses from the very first
euro. This development strengthens internal controls, ensures full
compliance and enhances the traceability of commitments. In
addition, the Responsible Purchasing Charter and the Code of Ethics
serve as mandatory references across all regions. Through this
approach, URW reaffirms its ambition: to establish a unified,
transparent and responsible procurement culture that drives
performance and creates sustainable value;
• At regional level: regional COOs in Europe and in the US prepare,
update and implement a documented procurement procedure
(challenging process) or apply the Group procurement procedure for
property management expenses and development projects as well as
the Responsible Purchasing Charter and the Code of Ethics. To go
further, in 2025, URW introduced a dedicated Group Procurement
Procedure for administrative expenses, applying from the very first
euro spent. This initiative aims to strengthen internal controls and
ensure full compliance, while enhancing traceability across these
expense categories. By implementing this procedure, URW reaffirms
its commitment to rigorous governance and responsible
management of resources;
• In countries where a dedicated procurement team exists, this team
ensures that all procurement activities are fully aligned with URW’s
sustainability objectives and compliance standards.
Selection of suppliers
The Group Procurement Procedure aims to ensure the selection of
suppliers through a rigorous process that guarantees the highest level
of service at an optimal cost. This process is based on objective and
measurable criteria, while also incorporating requirements related to
compliance with applicable regulations and laws, particularly those
concerning human rights, anti-corruption measures, prevention of
undeclared work and consideration of environmental issues.
To strengthen these controls, URW has implemented the “Know Your
Partner” procedure, which assesses any potential violations of these
criteria. Any alert identified within this framework is thoroughly
analysed by the Compliance Department.
Each step of the procurement process is documented to ensure complete
traceability. In this context, URW has, for several years, undertaken a
transition to digital tools that enable reliable and transparent monitoring
of purchases. This digitalisation enhances the robustness of URW’s
procedures, ensures the transparency required for all procurement
decisions and supports operational teams in selecting service providers.
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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 procurement
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 monitors suppliers’ commitment
to a set of criteria when providing goods or services to URW;
• Viparis places a strong focus on responsible procurement to achieve its
sustainability objectives, partnering primarily with local suppliers -
mainly SMEs - within the Île-de-France region. Compliance with labour
laws, health and safety standards, diversity, equity and inclusion
(DEI)principles, and environmental requirements is ensured through
the Supplier Charter and Responsible Purchasing Policy. For all
tenders managed by the Procurement Department, 20% of the
evaluation score is based on CSR criteria, making sustainability a
decisive factor in supplier selection. Viparis also conducts annual
audits under its ISO 20121 certification and has trained its Procurement
team in responsible practices to drive continuous improvement. As
part of the Better Events strategy revamp in 2025, Viparis aims to
strengthen its approach by:
- Deploying advanced CSR clauses in contracts with strategic
suppliers; and
- Introducing social inclusion clauses across all catering, cleaning,
and security contracts to promote professional integration.
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. If the
supplier has its own code of conduct that addresses the same matters,
the supplier confirms that its code is consistent with the charter and
agrees to comply with its own code of conduct.
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.
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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 thequarter.
High-risk suppliers
For high-risk suppliers meaning construction suppliers, URW
establishes dedicated procurement 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).
URW integrates sustainable materials into its development projects in
line with its internal sustainability guidelines for development projects.
This could include the use of lowcarbon concrete, biobased solutions,
and traditional materials with high recycled content. By incorporating
these alternatives, the Group supports more responsible construction
practices and embeds sustainability into the design of new developments.
For more details, see subsection “Sustainability guidelines for
development projects” in section 3.2.2.5.2 Policies related to resource
use and circular economy.
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.
(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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3.2.4.4 Prevention and detection of
corruption and bribery (ESRS G1-3)
For 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.
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.
3.2.4.5 Incidents of corruption or bribery
(ESRS G1-4)
In 2025, URW was not aware of any incident in which its own workers
were dismissed or disciplined for corruption or bribery-related
incidents.
Additionally, there were no incidents to URW's knowledge 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 to URW's
knowledge, including cases initiated in previous years where the
outcome was established in the current reporting period. In 2025, 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. Ethics and compliance within URW Group.
3.2.4.6 Payment practices (ESRS G1-6)
In line with its Code of Ethics, the Group applies all applicable local
regulations governing payment terms and relies on contractual
agreements to define payment deadlines. This approach reflects URW’s
commitment to fostering strong, mutually beneficial relationships with
all its suppliers, regardless of the size of the company (no specific
approach towards SMEs).
URW operates across 10 countries in Europe and for each, has put in
place processes to comply with legal payment terms in place - the
latter varying between 30 and 60 days depending on geographies and
type of contracts. Note that there is no legal payment terms in the US,
however the contract and policy set it at 30 days.
The weighted average payment term over 2025 in the Group stands at
38 days and 86% of the payments have been made within applicable
terms
(1)
. The variation against last year is mainly due to the accounting
migration from historical systems to SAP S/4 Hana in Southern Europe
and the extension of the scope of invoices to include all invoices paid
before 31.12.2025 (vs only invoices received in 2024 and with a term
ending before 31.12.2024 last year).
As at December 31
st
, 2025, no legal proceeding regarding payment
delays has been recorded by the Group.
Starting in 2025, URW began developing a Group practice aimed, among
other objectives, at preventing payment delays. This work is ongoing,
notably through the rollout of procurement guidelines and SAP S/4
Hana roll out across all countries.
(1) Payment terms have been calculated without distinction linked to the category of supplier. The calculation is based on the legal terms applicable in each country except for US
where 30 days is used.
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3.2.5 Notes to the Sustainability Report
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
ofAnnex 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
Not
applicable
ESRS 2 SBM-1 Involvement in
activities related to chemical
production paragraph 40 (d) ii
Indicator number 9 of Table #2
ofAnnex 1
Delegated Regulation (EU)
2020/1816, Annex II
Not
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
Not
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
Not
applicable
ESRS E1-1 Transition plan to
reach climate neutrality by
2050 paragraph 14
Regulation
(EU)
2021/1119,
Article2(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
Not
applicable
ESRS E1-4 GHG emission
reduction targets paragraph 34
Indicator number 4 of Table #2
ofAnnex 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
ofAnnex 1 and Indicator
number5 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
ofAnnex 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
ofAnnex 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
ofAnnex 1 and Indicator
number2 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), 6and 8(1)
3.2.2.2.9
ESRS E1-6 Gross GHG
emissions intensity
paragraphs53 to 55
Indicator number 3 of Table #1
ofAnnex 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(1)
3.2.2.2.10
ESRS E1-9 Exposure of
thebenchmark portfolio to
climate-related physical risks
paragraph 66
Delegated Regulation (EU)
2020/1818, Annex II and
Delegated Regulation (EU)
2020/1816, Annex II
Not
applicable
ESRS E1-9 Disaggregation of
monetary amounts by acute
and chronic physical risk
paragraph 66 (a)ESRS E1-9
Location of significant assets
atmaterial physical risk
paragraph 66 (c)
Article 449a Regulation (EU)
No 575/2013; Commission
Implementing Regulation (EU)
2022/2453 paragraphs 46
and47; Template 5: Banking
book – Climate change
physical risk: Exposures
subject to physical risk
Not
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
Not
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
paragraph69
Delegated Regulation (EU) 2020/
1818, Annex II
Not
applicable
ESRS E2-4 Amount of each
pollutant listed in Annex II of
the E-PRTR Regulation
(European Pollutant Release
and Transfer Register)
emittedto air, water and soil
paragraph28
Indicator number 8 of Table #1
ofAnnex 1, Indicator number 2
ofTable #2 of Annex 1, Indicator
number 1 of Table #2 of Annex 1,
and Indicator number 3
ofTable#2 of Annex 1
Not
applicable
ESRS E3-1 Water and marine
resources paragraph 9
Indicator number 7 of Table #2
ofAnnex 1
3.2.2.3.2
ESRS E3-1 Dedicated policy
paragraph 13
Indicator number 8 of Table 2
ofAnnex 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
paragraph28 (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
paragraph16 (a) i
Indicator number 7 of Table #1
ofAnnex 1
3.2.2.4.3
ESRS 2 – IRO 1 – E4
paragraph16 (b)
Indicator number 10 of Table #2
of Annex 1
3.2.2.4.3
ESRS 2 – IRO 1 – E4
paragraph16 (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
ofAnnex 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
ofAnnex 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
ofAnnex I and Indicator
number11 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
paragraph21
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
ofAnnex I
3.2.3.1.5
ESRS S1-3 grievance/
complaints handling
mechanisms paragraph 32 (c)
Indicator number 5 of Table #3
ofAnnex 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
ofAnnex 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
paragraph88 (e)
Indicator number 3 of Table #3
ofAnnex 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
payratio paragraph 97 (b)
Indicator number 8 of Table #3
ofAnnex I
3.2.3.1.15
ESRS S1-17 Incidents of
discrimination
paragraph103(a)
Indicator number 7 of Table #3
ofAnnex I
3.4.1.2.5
ESRS S1-17 Non-respect of
UNGPs on Business and
HumanRights and OECD
paragraph104 (a)
Indicator number 10 of Table #1
of Annex I and Indicator
number14 of Table #3 of Annex I
Delegated Regulation (EU) 2020/
1816, Annex II and Delegated
Regulation (EU) 2020/1818
Art12 (1)
3.4.1.2.5
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
number13 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
ofAnnex 1 and Indicator
number11 of Table #1 of Annex 1
3.2.3.2.3
ESRS S2-1 Policies related to
value chain workers
paragraph18
Indicator number 11 of Table #3
of Annex 1 and Indicator
number4 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,
Art12 (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
paragraph19
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
ofAnnex 1 and Indicator
number11 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,
Art12 (1)
3.2.3.3.3
ESRS S3-4 Human rights
issues and incidents
paragraph36
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
ofAnnex 1 and Indicator
number11 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,
Art12 (1)
3.2.3.4.3
ESRS S4-4 Human rights
issues and incidents
paragraph35
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
paragraph10(d)
Indicator number 6 of Table #3
ofAnnex 1
3.2.4.2
ESRS G1-4 Fines for violation
ofanti-corruption and anti-
bribery laws paragraph24(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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3.2.6 Report on the certification of sustainability information and the monitoring of the
disclosure requirements under Article 8 of Regulation (EU) 2020/852 of Unibail-
Rodamco-Westfield SE
Year ended December 31, 2025
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,
This report is issued in our capacity as statutory auditors of Unibail-
Rodamco-Westfield SE (hereinafter, "the Group"). It covers the
sustainability information and the information provided for in Article 8 of
Regulation (EU) 2020/852, relating to the year ended 31 December
2025 and included in the “Sustainability Report” section of the Group
management report.
Our procedures, which relate to this information, have been performed
in an evolving context characterized by uncertainties regarding the
interpretation of the laws and regulations, and the development of
established practices.
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 the Group management report.
This information provides an understanding of the impact of the Group’s
activities on sustainability matters, as well as the way in which these
matters influence the development of the Group’s business, its
performance and its position. Sustainability matters include
environmental, social and corporate governance matters.
Pursuant toArticle L. 821-54paragraph IIof theaforementioned Code,
ourresponsibilityis to carry out theproceduresnecessaryto issue a
conclusion,expressinga limited assurance,on:
• Compliance with the sustainability reporting standards adopted by
the European Commission pursuant to Article 29b of Directive (EU)
2013/34 of the European Parliament and of the Council of 26 June
2013, as amended by Directive (EU) 2022/2464 of the European
Parliament and of the Council of 14 December 2022 (the European
Sustainability Reporting Standards (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 theFrenchLabourCode;
• Compliance of the sustainability information included in the
“Sustainability Report” section of theGroup management report with
the requirements of Article L. 233-28-4 of the French Commercial
Code, including ESRS; and
• Compliancewith thereportingrequirements set outin Article 8 of
Regulation (EU) 2020/852.
Thisengagement is carried out incompliancewith the ethical rules,
including independence, and the quality control rules prescribed by
theFrenchCommercial 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 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.
Furthermore, as forward-looking information is inherently uncertain,
actual future outcomes may differ, sometimes significantly, from the
forward-looking information presented in the Group management
report.
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.
Sustainability information and the information required under Article 8
of Regulation (EU) No 2020/852 may be subject to inherent uncertainty
arising from the state of scientific knowledge and from the quality of the
external data used. Certain information is sensitive to the
methodological choices, assumptions and/or estimates applied in
preparing it and presented in the Group management report.
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Compliance with the ESRS of the process implemented
by Unibail-Rodamco-WestfieldSE to determine the
information reported, including the obligation 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 UnibailRodamcoWestfield
SE, including the obligation to consult the social and economic
committee provided for in the sixth paragraph of ArticleL.231217 of
the French Labour Code, 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 the sustainability
information included in the “Sustainability Report” section of the
Group management report, 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.
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.
The information relating to how UnibailRodamcoWestfield SE updated
its double materiality assessment in 2025 is mentioned in note3.2.1.4.1
of the “Sustainability Report” section of the Group management report.
We obtained an understanding, through interviews with management
and/or the individuals we deemed appropriate and through inspection of
the documentation available, of:
• The analyses carried out by the entity, including the assessment of
the internal and external factors that led to the update of the double
materiality assessment;
• The changes made, compared with the previous year, to the list of
actual or potential (negative or positive) impacts, risks and
opportunities (“IRO”) identified by the entity.
Based on our professional judgment, our procedures have included the
following:
• Exercising professional scepticism regarding the documentation of
the analyses carried out by the entity;
• Assessing the relevance of the significant changes made by the entity
to the assessment of the actual and potential impacts, risks and
opportunities identified, in light of our knowledge of the entity and of
the facts and circumstances specific to the entity;
• Assessing, for the significant changes affecting the actual and
potential impacts, risks and opportunities, the compliance of the
impact materiality and financial materiality assessment process
implemented by the entity with the criteria defined by ESRS1;
• Assessing the relevance of the description provided for this purpose
in note3.2.1.4.1 of the “Sustainability Report” section of the Group
management report.
Compliance of the sustainability information included
in the “Sustainability Report” section of the Group
management report with the requirements of
ArticleL.233284 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 enable an understanding of the basis for the
preparation and governance of the sustainability information included
in the “Sustainability Report” section of the Group management report,
including the basis for determining the information relating to the value
chain and the disclosure exemptions 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.
Conclusion of the procedures carried out
Based on the procedures we have carried out, we have not identified any
material errors, omissions or inconsistencies regarding the compliance
of the sustainability information included in the “Sustainability Report”
section of the Group management report with the requirements of
ArticleL.233284 of the French Commercial Code, including the ESRS.
Elements that received particular attention
• Information provided in application of environmental standards ESRS E1
The information disclosed in respect of climate change (ESRSE1) is
included in note3.2.2.2 of the “Sustainability Report” section of the
Group management report.
We present below the elements that received our particular attention
regarding the compliance of this information with 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
note3.2.2.2 of the “Sustainability Report” section of the Group
management report and its overall consistency with our
knowledge of the Group.
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• 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, relating to the
estimates relied upon by the entity;
- 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 verifications under the transition plan for climate
change mitigation, our work has mainly consisted of assessing
whether the information published under the transition plan
appropriately describes the structuring assumptions underlying this
plan, it being specified that we are not required to express an opinion
on the appropriateness or the 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.
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 note3.2.2.6.4 –
Share of URW’s aligned activities of the “Sustainability Report” section
of the Group management report.
As part of our verifications, 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 24, 2026
The Statutory Auditors
Deloitte & Associés
Marjorie Blanc Lourme 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
• €3.0 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 entails 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, 2025, the total SL term loans and undrawn credit
lines represented 92% of term loans and undrawn credit lines.
3.3.2 Green financing (bonds)
3.3.2.1 URW’s Green Financing Framework
The Group's current green financing framework (“Green Financing
Framework” or “2022 Framework”) was launched in November 2022, and
under which 3 bonds issued in December 2023 and September 2024 are
outstanding (€2.55 Bn as at December 31, 2025). It applies for all new
green financing issuances going forward (unless replaced or updated).
3.3.2.1.1 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 Decarbonisation 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. In 2022, URW also formed a Green
Financing Committee that rules on the Use of Proceeds and supports
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.
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.
(1) As at January 1, 2026
(2) Including mortgage financing backed by Westfield Centro (at 100%).
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3.3.2.2 Outstanding Green Bonds
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, 2025
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
Date December 11, 2023 September 11, 2024 September 11, 2024
Size €750 Mn €650 Mn €650 Mn
Maturity 7 years 5 years 10 years
Coupon 4.125% 3.500% 3.875%
3.3.2.3 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 1 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 2025 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%
36%
27%
29% 8% 73% 13% 14%
Financing/
Refinancing
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
topublic
March 18,
2021
April 8,
2025
H1
2026 -
H1
2028
H1
2026 -
H1
2028
October2,
2024
n/a n/a April 8, 2025
October 2,
2024
April 8,
2025
H1
2026 -
H1
2028
H1
2026 -
H1
2028
(1) Allocation carried out through internal loans. Figures may not round up due to rounding.
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3.3.2.4 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 3.3.2.5 Report
from the Statutory Auditors on the information related to the allocation.
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”
Obtained certification
In-use BREEAM
“Excellent”
EU taxonomy
Substantial
Contribution Criteria:
EPC A
The project is compliant with the EU
Taxonomy substantial contribution criteria
from the Green Financing Framework
Obtained
certification
refurbishment
BREEAM
“Excellent”
Additional details
related to eligibility
criteria
The asset is also below
the CO
2
emissions
thresholds from the
Green Financing
Framework
The asset is also
below the CO
2
emissions thresholds
from the Green
Financing Framework
and has a EPC A
The asset is also below
the CO
2
emissions
thresholds from the
Green Financing
Framework
Expected certification new-build BREEAM
“Excellent”
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-2025) =
0.15 kgCO
2
e/sqm
Energy-related carbon
performance
(FY-2025) =
0.34 kgCO
2
e/sqm
Energy-related carbon
performance
(FY-2025) =
5.2 kgCO
2
e/sqm
Average energy performance of new
building compared toregulatory standard
from -11% to -35%
Energy
performance of
refurbished
building
compared to
regulatory
standard: RT
Existant – 50%
Avoided emissions
Avoided emissions
related to yearly
carbon performance
from energy:
4,176 tCO
2
e per year
(2)
Avoided emissions
related to yearly
carbon performance
from energy:
1,567 tCO
2
e peryear
(2)
Avoided emissions
related to yearly
carbon performance
from energy:
1,167 tCO
2
e per year
(2)
Not quantified yet
Improvements of
the energy
intensity will
avoid up to 85
tCO
2
e per year
(1)
(1) Internal estimates based on improved energy intensity.
(2) Comparing with the green financing framework threshold for the year 2025 of 30 kgCO
2
e/sqm/year.
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3.3.2.5 Report from the Statutory Auditors on the information related to the allocation,
as of 31 December 2025, of funds raised through the green bonds issued on
December 11, 2023 and September 11, 2024
Year ended December 31, 2025
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, 2025, of funds raised through the
green bonds issuedunder number FR001400MLN4 on December 11,
2023, under number FR001400SIL1 and under number
FR001400SIM9 on September 11, 2024(the “Issuing”),which amount
to €750m, €650m and €650m respectively contained in the
attached document (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 Green Bonds 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 Green Bonds 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 coveredby 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 Green Bonds
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 Green Bonds 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 the International Standard
on Assurance Engagements 3000 (ISAE 3000) (Revised)“Assurance
Engagements other than Audits and Reviews of Historical Financial
Information”.
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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 theInternational
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
forourassurance 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
31December2025;
• 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, 2025.
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 24, 2026
The Statutory Auditors, French original signed by:
Deloitte & Associés
Marjorie Blanc Lourme
KPMG S.A.
Régis Chemouny
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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 non-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
2025 Total (MWh) 498,136 5 508
of which natural gas (Scope 1) 42,019 0
of which electricity (Scope 2) 305,888 2,727
of which district heating and cooling (Scope 2) 150,229 2,782
Of which on-site production (%) 4.9% 0.0%
Of which off-site purchase (%) 95.1% 100.0%
LIKE-FOR-LIKE EVOLUTION IN ENERGY CONSUMPTION (MWH AND %)
Retail Office
2025 like-for-like (MWh) 484,847 5,508
of which natural gas (Scope 1) 42,019 0
of which electricity (Scope 2) 299,201 2,727
of which district heating and cooling (Scope 2) 143,628 2,782
2024 like-for-like (MWh) 489,348 5,351
of which natural gas (Scope 1) 41,876 0
of which electricity (Scope 2) 305,309 2,879
of which district heating and cooling (Scope 2) 142,164 2 472
2025/2024 change (%) -0.9% 2.9%
of which natural gas (Scope 1) 0.3% 0%
of which electricity (Scope 2) -2.0% -5.3%
of which district heating and cooling (Scope 2) 1.0% 12.5%
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SHARE OF TOTAL ENERGY CONSUMPTION DERIVED FROM RENEWABLE SOURCES PER ENERGY SOURCE: ELECTRICITY,
DISTRICTHEATING AND COOLING, AND DIRECT ENERGY CONSUMPTION (MWH AND %)
Retail Office
2025 total electricity consumption (MWh) 305,888 2,727
of which green electricity (%) 100% 100%
2025 total district heating & cooling consumption (MWh) 150,229 2,782
of which renewable energy (%) 38% 0%
2025 total fuels direct energy consumption (MWh) 42,019 0
of which renewable energy (%) 0% 0%
2025 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) 24,828 0
of which self-consumed (%) 99% –
of which sold (%) 1% –
BREAKDOWN OF THE 2025 GROUP CARBON FOOTPRINT BY ACTIVITY (TCO
2
E)
URW carbon footprint by activity
(tCO
2
e)
Managed Energy (including Scope 3 indirect energy emissions) 32,876
Tenants’ Energy 123,669
Construction 171,056
Visitors’ transportation 2,290,945
Others 184,219
Total 2,802,766
GHG EMISSIONS FROM ENERGY CONSUMPTION OF STANDING ASSETS (SCOPES 1 AND 2) (TONNES OF CO
2
e)
(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
2025 Total (tCO
2
e) 22,679 237
of which direct emissions – Scope 1 (tCO
2
e) 8,614 0
of which indirect emissions – Scope 2 (tCO
2
e) 14,066 237
2024 Like-for-like (tCO
2
e) 21,686 226
2025 Like-for-like (tCO
2
e) 22,229 237
2025/2024 change (%) 2.5% 5.1%
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(GCO
2
/sqm AND DOCC
(1)
PER YEAR)
Retail
(kgCO
2
e/sqm)
Office
(kgCO
2
e/sqm)
Exhibition
(gCO
2
e/sqm DOCC)
2025 Total 5.2 3.8 52.0
2024 Like-for-like 5.2 3.6 52.9
2025 Like-for-like 5.2 3.8 52.0
2025/2024 Change (%) 1% 5% -2%
2019 AND 2025 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
2025
Gross Scope 1 GHG emissions (tCO
2
e) – 1,373
Gross Scope 2 GHG emissions (tCO
2
e) – 1,783
Total Gross indirect (Scope 3) GHG emissions (tCO
2
e) – 389,244
Total GHG emissions (location-based) (tCO
2
e) – 392,400
Market-based Base year 2019
2025
Gross Scope 1 GHG emissions (tCO
2
e) 1,570 1,373
Gross Scope 2 GHG emissions (tCO
2
e) 1,483 628
Total Gross indirect (Scope 3) GHG emissions (tCO
2
e) 552,764 388,610
Total GHG emissions (market-based) (tCO
2
e) 555,817 390,612
3.4.1.1.2 Water-related additional information
All the tables below refer to the Better Places scope.
Retail Office
2025 total water consumption (m
3
) 5,181,131 15,331
of which municipal water (%) 98.8% 100.0%
of which rainwater (%) 0.2% 0%
of which groundwater (%) 0.6% 0%
of which surface water (%) 0% 0%
of which wastewater from another organisation (grey water) (%) 0.4% 0%
2024 like-for-like (m
3
) 5,002,554 19,877
2025 like-for-like (m
3
) 5,181,131 15,331
2025/2024 change (%) 3.6% -22.9%
(1) DOCC represents the surface area occupied per day of occupancy.
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Quantity of water
(m
3
)
2025 total water consumption for assets located in water-stressed areas (m
3
) 1,160,682
of which municipal water (%) 97.5%
of which rainwater (%) 0.2%
of which groundwater (%) 2.1%
of which surface water (%) 0%
of which wastewater from another organisation (grey water) (%) 0.2%
2024 like-for-like (m
3
) 1,234,627
2025 like-for-like (m
3
) 1,160,682
2025/2024 change (%) -6.0%
Quantity of water
(m
3
)
2025 total water recycled and reused (grey water) for URW portfolio 21,817
2025 total water stored and used (rain water) for URW portfolio 12,157
2025 total water recycled and reused (grey water) for assets located in water-stressed areas 2,377
2025 total water stored and used (rain water) for assets located in water-stressed areas 1,769
Group
Water intensity of standing assets (m
3
/€ Mn gross revenue) 2,232
Water consumption of standing assets in (m
3
) 5,196,462
Gross revenue (equivalent to the Gross Rental Income. See section 5.1 Consolidated financial statements) (€ Mn) 2,328
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 27 2,224,772 60% 58%
Of which Outstanding 3 190,500 11% 9%
Of which Excellent 17 1,515,900 63% 68%
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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.
2025
2025 monetary value of fines for environmental breaches (€) 4,089
2025 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 has been
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
2025
Proportion of total energy consumption estimated 3.0%
Proportion of total waste volume estimated 1.6%
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
• In the US, the state minimum wage the employee works in.
These benchmarks will be reviewed in the future as methodologies for
determining adequate wages stabilise.
Based on these benchmarks, all URW employees have a full-time
equivalent base salary above the benchmark defined above. In addition to
their base salary 89.5% of employees received an annual incentive and
22.2% received an equity-based LTI award in 2025. 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)
2024/2025
Like-for-like increase in average salary, including STI 2.5%
2025
Analysis of URW only (excluding Viparis)
All Female Male
Received an individual salary increase 67.3% 69.0% 65.1%
Received an individual STI 89.5% 87.8% 91.6%
Received an individual LTI 22.2% 19.1% 26.0%
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
andretirement.
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.
2025
Percentage of employees entitled to take family-related leave 100%
Percentage of entitled employees that took family-related leave 7.5%
Percentage of female employees 9.1%
Percentage of male employees 5.5%
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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3.4.1.2.4 Social dialogue (ESRS S1-8)
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.
Social dialogue is directly under the responsibility of the Group People
Officer who reports to the CRSO (Management Board member). Under
URW's status as a European Company, the Group has an employee
representation body for European staff called the ‘EEC’ (European
Employees Committee), which 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.
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 2025, the EEC was informed on the Group’s strategy.
This committee is also a forum for the exchange of best practices within
countries. In 2025, meetings provided an opportunity to discuss human
resources priorities and objectives in the countries, as well as Group
strategy. 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 2025, workshops with EEC or CSE on the results
of the employee survey was held. 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 3 times a
year via surveys on recurring themes (autonomy, peer relations,
management support, commitment, workload, recognition, freedom of
opinion), as well as specific matters (work from home, new employees,
trainees, employee representatives).
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, flexibility and purchasing power. A total of 54
agreements are currently signed or in force with trade unions in France
(including Viparis), notably regarding professional elections in France
and at the European level. As of December 31, 2025, 59.7% 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 2025, 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.
3.4.1.2.5 Incidents, complaints and severe
human rights impacts (ESRS S1-17)
In 2025, there were 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.
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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, its Investor Relations Committee 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
Any contribution aiming to develop the Group’s local footprint,
promoting local economy and / or strengthening the urban and social
network should be in line with the Group’s sustainability objectives,
“Better Places”.
Charitable contributions or sponsorships must be carried out only with
charities or entities registered under the local applicable laws.
It is not within the Group’s policy to financially support political parties,
trade unions or religious organisations except to the extent it is
permitted by law and in reasonable amount.
Any contributions exceeding certain thresholds must be evaluated
through the KYP & Sanctions Procedure and validated by the Chief
Resources & Sustainability Officer for European operations or by the
Chief Operating Officer US for US operations.
URW strictly abides by the legal requirements to annually declare and
disclose French lobbying activities with the French High Authority for
Transparency in Public Affairs’ (“HATVP”), through its French
subsidiary Unibail Management SAS (for more information on the
reported data, please consult HATVP’s website)
(1)
.
(1) 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 2025 Sustainability Statement with this regulation.
The 2025 URW URD also complies with the sBPR established by the EPRA. For the thirteenth time in a row, URW received the EPRA Gold Award
in2025 for completing its 2024 reporting in accordance with the EPRA sBPR.
Cross-references tables of the Group’s 2025 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 (only in English):
• Since 2013, URW follows the Global Reporting Initiative guidelines. The 2025 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
realestate;
• The 2025 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
wastevolumes
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
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CHAPTER4
ACTIVITY REVIEW
4.1 Management discussion & analysis 281
4.1.1 Business review and 2025 results 281
4.1.2 Capital allocation 289
4.1.3 Property portfolio and Net Asset Value as at December 31, 2025 291
4.1.4 Financial resources 296
4.1.5 Sustainability 305
4.1.6 EPRA Performance measures 306
4.2 Other information 313
4.2.1 Group consolidated data 313
4.2.2 Consolidated income statement by segment and region 314
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4.1 Management discussion &
analysis
(1)
4.1.1 Business review and 2025 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, 2025, were prepared in
accordance with International Financial Reporting Standards (“IFRS”)
as adopted by the European Union as at that date.
The Group also prepares financial statements in a proportionate format,
in which the joint-controlled entities are accounted for on a
proportionate basis, instead of being accounted for using the equity
method under IFRS. The business review and results are presented
based on the financial statements on a proportionate basis, with no
impact on the net results.
Certain amounts recorded in the consolidated financial statements
reflect estimates and assumptions made by management with regards
to the 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 differ from estimates made at the date of the
preparation of the consolidated financial statements.
98% of URW’s property portfolio and intangible assets related to the
Shopping Centres, Offices & Others, Convention & Exhibition and
Services segments was valued by independent appraisers as at
December 31, 2025.
Scope of consolidation
The principal changes in the scope of consolidation since December 31,
2024, are:
• The disposal of:
- A 15% stake in Westfield Forum des Halles in January 2025, URW
retaining 50% of the asset;
- An 80% stake in Trinity office tower in February 2025;
- Bonaire shopping centre in March 2025;
- Stadshart Zoetermeer shopping centre in June 2025;
- URW’s remaining stake of 18% in Gropius Passagen in
September2025;
- Pullman Paris-Montparnasse hotel in September 2025;
- German real estate management business in October 2025;
- Société de Tayninh in November 2025;
- An additional stake in Westfield Černý Most shopping centre, the
Group retaining 69% of this asset; and
- The airport terminal commercial management business (“US
Airports”) in the US in December 2025.
• The acquisition of:
- The remaining 47% stake in Westfield Wheaton in February 2025; and
- A 25% stake in St James Quarter, a landmark mixed-use
destination in Edinburgh, in October 2025.
Operational reporting
The Group has adapted its organisational structure (and subsequent
reporting) for its Shopping Centres activity into 4 main “Regions”:
Southern Europe
(2)
, Central Europe
(3)
, Northern Europe
(4)
and the United
States. This reorganisation reflects the Group’s strategic focus on
Flagship assets in the most affluent urban areas in Europe and the US
and simplifies its management structure while achieving cost and
productivity efficiencies. Offices & Others and Convention & Exhibition
(“C&E”)
(5)
will continue to be managed separately and the reporting
remains unchanged for both activities.
Southern Europe has substantial activities in all 3 business lines of the
Group. The other regions operate almost exclusively in the Shopping
Centres segment.
(1) The Management Discussion & Analysis (MD&A) is based on the financial statements prepared on a proportionate basis. Figures in tables may not add up due to rounding.
(2) France, Spain and Italy.
(3) Germany, Austria, Poland and Czech Republic. Previously, Central Europe only included Poland and Czech Republic.
(4) Sweden, Denmark, The Netherlands and the UK.
(5) C&E includes the Les Boutiques du Palais retail asset.
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4.1.1.2 Operating performance and business review by segment
Unless otherwise indicated, all references below relate to the period ended December 31, 2025, and comparisons relate to the same period in 2024.
Shopping Centres
Shopping Centres activity
Tenant sales and footfall
(1)
Footfall increased by +1.9%, including +1.7% in Europe (of which +2.1%
for European Flagship assets) and +2.7% for US Flagships, supporting
positive tenant sales evolution.
Tenant sales levels were up +3.9%:
• In Europe, tenant sales increased by +3.4%, above average core
inflation of 2.4% and National Sales Indices
(2)
of +3.2% over the period.
Tenant sales for European Flagship assets were up +3.8%.
• For US Flagships, tenant sales increased by +5.2%, compared to an
average core inflation of 2.9% and National Sales Index
(2)
of +3.5%
over the period.
• At Group level, the best performing segments were Fitness (+10.1%),
Luxury (+6.9%), Fashion (+6.0%), Entertainment (+6.0%) and Health
& Beauty (+5.9%), while Culture & Media (-1.6%) had a negative
performance.
The table below summarises the Group’s tenant sales and footfall growth in 2025:
Region
Tenant sales (%) Footfall (%)
2025 vs. 2024 2025 vs. 2024
Southern Europe +2.9% +2.7%
Central Europe +3.6% +0.4%
Northern Europe +4.2% +0.8%
Total Europe +3.4% +1.7%
US Flagships +5.2% +2.7%
Total Group
(a)
+3.9% +1.9%
(a) Total Group including Europe and US Flagships. US Regionals and CBD asset represent less than 3% of the Group’s GMV. Including US Regionals and CBD asset, total URW
sales growth was +3.6%.
Operating KPIs (leasing activity, bankruptcies,
vacancy, OCR)
Leasing activity
(3)
In 2025, MGR signed amounted to a strong €423.4 Mn (€442.0 Mn) due
to having lower vacancy to address and fewer bankruptcies. Excluding
MGR signed on vacant units
(4)
and bankruptcies, MGR signed amounted
to €368.7 Mn (€382.3 Mn). The proportion of long-term deals was 82%,
above 2024 (80%).
MGR uplift was +6.7% on top of indexed passing rents, including +11.3%
for long-term deals, in line with last year.
The average rent per sqm on deals signed increased by +17.8% to
€659/sqm/year in Europe and by +17.4% to $85/sq. ft./year in the US.
Region
Lettings/re-lettings/renewals excluding Pipeline
Number of leases
signed sqm MGR (€ Mn)
MGR uplift
MGR uplift on deals above
3 years firm duration
€ Mn % € Mn %
Southern Europe 438 127,725 100.5 4.8 5.8% 4.6 6.4%
Central Europe 524 171,747 93.4 5.2 6.3% 5.2 8.0%
Northern Europe
(a)
374 130,576 89.7 2.7 3.9% 3.0 5.3%
Total Europe 1,336 430,047 283.5 12.6 5.4% 12.9 6.6%
US 528 172,550 139.8 10.7 9.4% 17.3 23.8%
Total URW
1,864 602,597 423.4 23.3 6.7% 30.2 11.3%
(a) Excluding Croydon.
(1) Tenant sales and footfall for all centres in operation, including extensions of existing assets, but excluding deliveries of new brownfield projects, newly acquired assets and assets
under heavy refurbishment. For tenant sales, it also excludes Department Stores for the US.
(2) Based on the latest national indices available (year-on-year evolution): Central Europe: Polish Council of Shopping Centres (Poland) (December), Český Statistický Úřad (Czech
Republic) (December), Eurostat (Austria) (December), Destatis-Genesis (Germany) (December); Northern Europe: Statistikdatabasen (Sweden) (December), Office for National
Statistics (UK) (December), Statistics Netherlands (The Netherlands) (December), Danmarks Statistik (Denmark) (November); Southern Europe: INSEE (France) (November),
Instituto Nacional de Estadística (Spain) (December); US: U.S. Bureau of Labor Statistics (December).
(3) 2024 figures are restated for disposed assets and FX.
(4) Units vacant for more than 12 months.
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The rotation rate
(1)
was 10.7%, in line with URW’s objective to rotate at
least 10% of tenants or concepts annually.
URW continues to offer a powerful platform for retailers’ expansion with
the signing in 2025 of several retail flagships, store upsizings and new
market entries including:
• Flagship stores: Uniqlo in Westfield World Trade Center, Sephora in
Westfield Ruhr Park, Legami and Krispy Kreme in Westfield
Parquesur (both marking their first stores in Spain);
• Store upsizings: Douglas in Westfield Mall of the Netherlands,
Swatch and Läderach in Westfield Shopping City Süd, Massimo Dutti
in Westfield Arkadia, Oysho and JD Sports in Westfield Parquesur,
Snipes in Westfield Ruhr Park;
• New market entries: Lululemon in Poland in Westfield Mokotów and
Westfield Arkadia, Bershka in Sweden in Westfield Mall of
Scandinavia, Ksisters in Austria in Westfield Shopping City Süd and
Aroma-Zone in the UK in Westfield London.
Bankruptcies
214 stores were affected by bankruptcies in 2025, compared to 235
(2)
stores in 2024. These represented 2.3% of the stores in URW’s portfolio
in 2025 (2.5%), the lowest level since 2022.
71% of bankrupted units saw their tenant still in place or were relet as at
end of December, with the remainder impacting vacancy.
Vacancy
Vacancy stood at 4.6%, below its 2024 level (4.8%) thanks to strong and
dynamic leasing activity, in particular in Southern and Northern Europe.
US vacancy remained impacted by regional and CBD assets.
The Estimated Rental Value (“ERV”) of vacant space in operation in the
portfolio was €129.5 Mn (€137.6 Mn).
Region
Vacancy
December 31, 2025
%
June 30, 2025
%
Dec. 31, 2024
€ Mn %
Southern Europe 26.8 3.1% 3.1% 3.4%
Central Europe
(a)
12.4 2.2% 2.6% 2.2%
Northern Europe 24.4 4.8% 5.6% 5.5%
Total Europe 63.6 3.3% 3.6% 3.6%
US
(b)
65.9 7.3% 7.3% 7.2%
Total URW
129.5 4.6% 4.9% 4.8%
(a) Excluding Westfield Hamburg-Überseequartier for comparison purposes. 2.4% including Westfield Hamburg-Überseequartier.
(b) For US Flagships, vacancy stood at 6.3% in line with June 30, 2025, and 6.2% as at December 31, 2024.
OCR
As a result of retailers’ sales evolution, the 2025 OCR was at 15.7% for Europe and at 11.5% in the US, in line with 2024. OCR for US Flagships stood at
12.2% (12.6% as at December 31, 2024).
Region
OCR
2025
2024
Southern Europe 16.1% 15.9%
Central Europe 15.3% 15.2%
Northern Europe 15.6% 15.5%
Total Europe 15.7% 15.6%
US 11.5% 11.7%
Prime physical retail is a critical channel for retailers’ profitability. The
OCR metric alone does not capture the full value created by stores,
including their media value, notably brand awareness, customer
acquisition, enhanced customer loyalty and the halo effect, as well as
their contribution to cost optimisation on clickandcollect and instore
returns.
This value is expected to be further enhanced by URW’s proprietary data
and AI insights, enabling retailers to better understand customer
behaviour and optimise their commercial performance in URW’s
centres.
Retail Media & other income
Retail Media & other income includes retail media and brand
partnerships operated by the Group’s in-house media agency
(“Westfield Rise”), as well as kiosks, seasonal markets, pop-ups and car
park activations (“other income”).
Total Retail Media & other income activity (including Westfield Rise and
other income) reached €170.9Mn in net income, +5.7% compared to
2024, excluding the Olympics and FX impact.
(1) The rotation rate is equal to the number of re-lettings and renewals with new concepts over number of stores.
(2) Restated from disposals.
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Westfield Rise
In 2025, the out-of-home (OOH) advertising market faced headwinds
amid more cautious brand marketing spend in view of the global
macroeconomic slowdown.
In this context, Westfield Rise delivered a net income
(1)
of €112.0 Mn for
the year, representing a +6.9% increase versus 2024 (excluding the
Olympics and FX impact), with average revenue per user (ARPU)
remaining stable at €0.11.
This performance was driven by stronger demand from Automotive and
Entertainment brands in the US and from Health & Beauty brands in
Europe, while Luxury brands scaled back their marketing budgets.
Operationally, Westfield Rise continued to expand its footprint, with
screen occupancy increasing by +13% in the US and by +9%
(2)
in Europe.
It also broadened its value proposition through the launch of pilot
product partnerships in the US with leading digital platforms, including
Snapchat and TikTok, and through the launch of the Rise+ digital
platform in Europe, providing brands with enhanced access to data and
insights, including campaign performance analytics and drive-to-store
measurement.
Other income
Other income performance was in line with 2024, with net income
reaching €58.9 Mn.
Westfield brand
Westfield is the Flagship retail brand of the Group, which owns and
operates an irreplaceable portfolio of retailanchored urban
infrastructure assets located in the best cities and catchment areas.
This network of dominant flagship destinations is supported by a unique
ecosystem of performance, integrating curated content and experiences,
unrivalled operational expertise and datadriven innovation. Together,
these elements contribute to the Group’s purpose of creating
sustainable places that “Reinvent Being Together”.
Asset branding
As at December 31, 2025, URW held 41 Westfield destinations across
Europe and the United States.
On April 8, 2025, the Westfield Hamburg-Überseequartier shopping
centre successfully opened to the public, welcoming 9.4million visits in
2025 and achieving the highest brand awareness ever recorded for a
Westfield opening or rebranding (58,700 loyalty members and 44,500
Instagram followers as at December 31, 2025).
In November 2025, URW rebranded Centrum Černý Most to Westfield
Černý Most in Prague (Czech Republic), along with the opening of its
newly expanded and modernised area. The extension adds over 32 new
shops and dining locations, attracting +13% in visits in the 2 first months
following the opening.
Westfield franchising
URW launched a franchising business in 2025 to drive new revenues and
the international expansion of the Westfield brand beyond its current
markets.
In line with this ambition, a 10-year renewable partnership with Cenomi
Centers was signed on May 5, 2025, providing fixed and variable fees.
The agreement initially focuses on 3 flagship destinations in the
Kingdom of Saudi Arabia’s largest cities (Jeddah, Riyadh and
Dammam), with potential rebranding of additional assets. The Kingdom
of Saudi Arabia (KSA) offers significant longterm growth potential and
strong momentum in retail, leisure and urban destination development,
positioning the partnership as a compelling growth platform.
In December, Nakheel Dammam Mall was rebranded as Westfield
Dammam, reinforcing its position as a leading retail and leisure
destination in KSA, with 292 stores over 58,000 sqm.
Brand promotion and awareness
In 2025, the Group continued to strengthen Westfield brand
visibilitythrough a series of campaigns, including the third edition of the
Westfield Good Festival (34 shopping centres, 268 partners, 4.2 Mn
visits), Westfield Days (23 shopping centres, 90 brands, 4.1 Mn visits),
the launch of the Westfield Music Tour, and a cultural partnership with
the Louvre Museum across 6 French centres (“Le Louvre au Centre”).
The Group also broadened its global digital customer reach during the
year. It recorded 22 million website visitors and 2.1 million app users.
Westfield brand awareness continued to grow across Europe reaching
81%
(3)
, brand consideration stands at a high 65%.
(1) Net income is gross income minus OPEX, on a 100% basis for Europe and the US.
(2) Average for small screens in France and Germany.
(3) Source: Studio AAPT, 2025, % yes to “Are you aware of the Westfield Shopping Centre Brand?”, 8 countries.
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Net Rental Income
Shopping Centres Net Rental Income (“NRI”) was €2,081.0 Mn (+0.4%), mainly as a result of positive like-for-like evolution and project deliveries,
partly offset by disposals and negative FX impact due to strengthening of EUR against USD and GBP.
It was positively impacted by indexation, leasing activity and higher variable income
(1)
, which amounted to €342.5 Mn, up +7.2% vs. 2024.
Region
Net Rental Income (€ Mn)
2025
2024 %
Southern Europe 698.7 716.8 (2.5%)
Central Europe 519.3 513.0 1.2%
Northern Europe 348.2 336.2 3.6%
Total Europe 1,566.2 1,566.0 0.0%
US 514.8 507.3 1.5%
Total URW 2,081.0 2,073.4 0.4%
Overall, the total net change in NRI amounted to +€7.7 Mn and breaks down as follows:
• +€70.0 Mn of like-for-like NRI growth (+3.8%) for Europe and US Flagships;
• +€1.0 Mn of NRI growth for US airports, Regionals and CBD asset;
• -€54.9 Mn due to disposals of assets in France, Spain, Germany, The Netherlands and the US;
• +€17.3 Mn due to assets in pipeline or delivered in Germany, Czech Republic and France;
• -€20.9 Mn due to negative currency effect in GBP and USD, partly offset by SEK;
• -€4.8 Mn due to exceptional and other items.
Region
Like-for-like Net Rental Income (€ Mn)
2025
2024 %
Southern Europe 673.8 653.1 3.2%
Central Europe 505.3 483.7 4.5%
Northern Europe 330.0 321.8 2.5%
Total Europe 1,509.2 1,458.6 3.5%
US Flagships 411.9 392.5 5.0%
Total URW 1,921.1 1,851.1 3.8%
Region
Like-for-like Net Rental Income evolution (%)
Indexation
Renewals,
relettings net of
departures Sales Based Rent
Doubtful debtors
& other Total
Southern Europe 2.0% 0.9% 0.4% (0.2%) 3.2%
Central Europe 1.9% 0.6% (0.2%) 2.2% 4.5%
Northern Europe 0.8% 0.9% 1.2% (0.3%) 2.5%
Total Europe 1.7% 0.8% 0.4% 0.6% 3.5%
US Flagships 0.0% 3.6% 1.7% (0.4%) 5.0%
Total URW 1.4% 1.4% 0.7% 0.4% 3.8%
Like-for-like NRI increased by +3.8% (+5.8%), including +3.5% (+6.3%) in Europe and +5.0% (+4.0%) in the US
(2)
, and includes:
• +1.4% of indexation (+2.1%), driven by a +1.9% indexation effect in Continental Europe (+3.0%);
• +1.4% of “Renewals and relettings net of departures” (+2.4%), both in Europe and the US as a result of strong leasing activity and uplift;
• +0.7% due to higher Sales Based Rents (-0.3%) as a result of strong tenant sales performances in particular in the US;
• +0.4% mainly due to higher variable income and positive net contribution for net service charges in Central Europe, partly offset by a few specific
bankruptcies in H2-2025 in Southern Europe and in the US.
(1) SBR, Retail Media, Other income and parking, excluding airports.
(2) Excluding Regionals and CBD asset.
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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.
Offices & Others
URW develops and owns large, efficient office buildings in prime
locations in Paris and La Défense. URW also owns office, hotel and
residential assets in Europe and the US.
URW’s strategy for this asset class is to sell off mature assets while
retaining those that are still under development or not yet mature/fully
leased. In this context, URW sold an 80% stake in Trinity tower in
February and the Pullman Paris-Montparnasse hotel in September.
Leasing activity and vacancy
12,844 weighted square metres (wsqm) were leased on standing assets
in 2025. This includes mainly 8,924 wsqm in France, of which
6,470 wsqm related to Nexans in Lightwell.
As a result, the ERV of vacant office space in operation decreased to
€14.4 Mn from €18.1 Mn as at December 31, 2024.
Given scope changes including mainly the disposal of 80% of Trinity
tower
(1)
, the EPRA vacancy rate stood at 22.1% (vs. 16.8% as at
December 31, 2024).
In relation to projects, 5,676 wsqm were signed in 2025 in Westfield
Hamburg-Überseequartier. The letting of the office part stands at 82%
of GLA
(2)
including the handover of offices to Shell in May.
NRI
Consolidated NRI amounted to €66.9 Mn, a -34.7% decrease compared
to 2024.
The decrease of -€35.6Mn breaks down as follows:
• -€2.2 Mn of like-for-like NRI growth on a limited scope;
• -€29.2 Mn due to the impact of disposals, including Trinity tower and
Pullman Paris-Montparnasse hotel in 2025 and Gaîté-Montparnasse
office in 2024;
• -€3.7 Mn due to assets in pipeline, mainly the refurbishment of CNIT
offices following SNCF departure offsetting the positive impact from
the letting of Lightwell and the delivery of Coppermaker Square; and
• -€0.5Mn due to currency effects and other items.
Region
Net Rental Income (€ Mn)
Like-for-like
Net Rental Income (€ Mn)
2025 2024
%
2025
2024 %
France 47.5 80.9 (41.3%) 4.2 4.0 4.9%
Other countries 19.4 21.6 (10.0%) 12.7 15.1 (15.8%)
Total NRI 66.9 102.4 (34.7%) 16.9 19.1 (11.5%)
Convention & Exhibition
Activity
The C&E business has a seasonal results pattern, with annual, biennial
and triennial shows, and an uneven distribution of shows during the
year. 2024 benefitted from a positive seasonality effect as well as the
positive impact of the 2024 Olympic Games.
In 2025, Viparis venues welcomed 269 exhibitions and congresses (269
in 2024 and 267 in 2023). This includes 137 annual and 20 biennial
shows, such as the Salon International de l’Agriculture (607,000
visitors), the Paris Air Show (305,000 visitors and 2,400 exhibitors),
Wine Paris (52,600 visitors) and Milipol (32,000 visitors and 1,170
exhibitors).
In addition, 249 corporate events (263 in 2024 and 188 in 2023) were
held at Viparis venues, further supporting the activity.
As at December 31, 2025, signed and pre-booked events in Viparis’
venues for 2026 amounted to c. 93% of its expected 2026
rental income.
NOI
Viparis’ recurring Net Operating Income (“NOI”) amounted to
€159.6 Mn, -27.0% compared to 2024 (€218.6 Mn including a €53.7 Mn
contribution from the Olympics) and +21.2% compared to 2023
(€131.7Mn) due to strong activity recovery and lower energy costs.
Excluding the impact of triennial shows, the Olympics and scope
changes, 2025 Viparis NOI was down -0.9% compared to 2024.
(1) Fully excluded from vacancy and 96% let as at December 31, 2024.
(2) Excluding Tower C.
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4.1.1.3 2025 Results
Unless otherwise indicated, all references below relate to the period
ended December 31, 2025, and comparisons relate to the same period
in 2024.
Rental Income
Gross Rental Income (“GRI”) amounted to €2,817.0 Mn (€2,939.8 Mn), a
decrease of -4.2%. Total NRI amounted to €2,246.6Mn (€2,314.4 Mn), a
decrease of -2.9%.
This decrease resulted from disposals, the Paris Olympics impact in
2024, C&E usual seasonality and negative FX impact offset by like-for-
like performance and project deliveries.
On a like-for-like basis, NRI increased by +3.1%, including +3.8% for
Shopping Centres.
Region
Gross Rental Income (€ Mn) Net Rental Income (€ Mn)
2025
2024 %
2025
2024 %
Southern Europe – Shopping Centres 780.9 818.5 (4.6%) 698.7 716.8 (2.5%)
Central Europe – Shopping Centres 574.3 577.4 (0.5%) 519.3 513.0 1.2%
Northern Europe – Shopping Centres 430.8 436.6 (1.3%) 348.2 336.2 3.6%
Subtotal Europe – Shopping Centres 1,786.0 1,832.5 (2.5%) 1,566.2 1,566.0 0.0%
US – Shopping Centres 740.3 745.6 (0.7%) 514.8 507.3 1.5%
Subtotal Shopping Centres 2,526.4 2,578.2 (2.0%) 2,081.0 2,073.4 0.4%
Subtotal Offices & Others 86.6 113.7 (23.8%) 66.9 102.4 (34.7%)
Subtotal Convention & Exhibition 203.9 248.0 (17.7%) 98.7 138.6 (28.8%)
Total URW 2,817.0 2,939.8 (4.2%) 2,246.6 2,314.4 (2.9%)
Recurring Net Result
EBITDA decreased from €2,351.9 Mn in 2024 to €2,284.1 Mn in 2025,
i.e. -€67.8 Mn, (-2.9%) mainly due to:
• -€67.8 Mn decrease in total NRI (at €2,246.6Mn);
• -€21.0 Mn decrease in C&E net property services and income (at
€60.1 Mn) mainly due to the Paris Olympics and seasonality effects;
partly offset by:
• +€4.6 Mn increase in other property services net income, net
property development and project management income and
development expenses (at €54.3 Mn);
• +€8.1 Mn increase in contribution of companies accounted for using
the equity method
(1)
(at €93.9 Mn) including the remaining 20% stake
in Trinity tower and the acquisition of a 25% stake in St James Quarter
in December;
• +€8.3 Mn reduction in general expenses (at -€170.9 Mn) mainly due
to the impact of savings initiatives. As a percentage of NRI from
shopping centres and offices, general expenses stood at 8.0% (8.2% in
2024). This reflects the Group’s ongoing cost discipline approach,
which it intends to continue in order to optimise expenses.
Excluding the impact of FX, disposals, pipeline, DD&C and the Olympics
on a like-for-like basis, EBITDA increased by +3.6% vs. 2024.
The Group’s recurring net result attributable to the holders of the
Stapled Shares amounted to €1,451.9 Mn, -€20.6 Mn compared to last
year, mainly impacted by:
• +€28.1 Mn improvement in net financial expenses (at -€487.2 Mn
after deduction of capitalised financial expenses of €65.3 Mn
allocated to projects under construction), thanks to decreasing net
debt amount combined with a limited increase in the cost of debt
(2.1%) and lower financial leases due to the Airport business disposal;
• +€2.0 Mn improvement in income tax expenses (at -€95.2 Mn),
mainly reflecting the Group’s operating performance and the
evolution of its tax deficit mainly in countries where specific tax
regimes for property companies do not exist;
• +€19.1 Mn improvement in external non-controlling interests (at
-€209.4 Mn), mainly due to lower C&E activity and the acquisition of
the 38.9% stake in URW Germany in December 2024, partly offset by
the increasing minority stakes in Westfield Forum des Halles and
Westfield Černý Most.
In April 2025 and September 2025, URW successfully re-couponed its
hybrid portfolio (-€80.4 Mn), generating a saving of €18.6 Mn vs. 2024.
For more information, please refer to the section 4.1.4. The Adjusted
Recurring Earnings
(2)
taking into account the coupon of hybrids reflect a
profit of €1,371.5 Mn (€1,373.5 Mn).
The average number of shares outstanding was 143,126,147
(139,497,322). The increase is mainly due to the issuance of 3.254 Mn
shares in December 2024 in the context of the acquisition of CPP
Investments’ stake in URW Germany and to the issuance of
performance shares in 2024 and 2025. The number of shares
outstanding as at December 31, 2025, was 143,358,222.
EPRA Recurring Earnings per Share (REPS) came to €10.14
(€10.56), a decrease of -3.9%.
(1) Contribution of companies accounted for using the equity method relates to assets that are not jointly controlled, i.e. 5 shopping centres (Crossroads), Gropius Passagen sold in
2025, Triangle, Trinity tower and Hôtel Salomon de Rothschild in France, Złote Tarasy in Poland and St James Quarter in the UK.
(2) 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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Adjusted Recurring Earnings per Share (AREPS)
(2)
amounted to
€9.58 (€9.85), consistent with the revised guidance for 2025.
This corresponds to an underlying growth of +5.4% when
corrected for disposals and acquisitions, the Olympics effect
and the issuance of 3.254 Mn URW stapled shares in December
2024 as part of the acquisition of an additional stake in URW
Germany.
Non-recurring result
The Group’s non-recurring net result
(1)
attributable to the holders of the
Stapled Shares amounted to -€183.6 Mn, a €1,142.7Mn improvement
compared to 2024, mainly impacted by positive valuations net of taxes
and minority interests (€1,449.0Mn).
Net result for the period attributable to the
holders of the Stapled Shares
The Group recorded a profit of +€1,268.2 Mn (+€146.2 Mn).
4.1.1.4 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, 2025, and comparisons relate to the same period
in 2024.
Cash flow from operating activities
The total cash flow from operating activities amounted to
+€2,046.5 Mn, below 2024 (+€2,190.2 Mn) mainly due to the
mechanical effect of disposals partially offset by an improvement of the
operational performance of the Group and of working capital
requirements.
Cash flow from investment activities
The total cash flow from investment activities improved at +€650.7 Mn
(-€537.1 Mn) due to higher disposal of shares and investment properties
of +€1,621.5 Mn (+€920.2 Mn) and lower capital expenditures and
acquisitions at -€957.1 Mn (-€1,377.2 Mn).
Cash flow from financing activities
The net cash outflow from financing activities amounted to -€5,263.7
Mn (-€1,882.3 Mn), mainly reflecting higher repayment of borrowings
and financial liabilities of –€5,216.4 Mn (-€2,531.4 Mn) through the use
of available cash, the Hybrid tender offers in April and September 2025
(-€131.3 Mn) and the increasing distribution payment in H1-2025
(-€501.2 Mn vs. -€347.9Mn in 2024).
As a consequence, and as planned, net cash position decreased
from €5,282.5 Mn to €2,675.8 Mn. This also includes an FX impact
on cash on hand of -€40.2 Mn. For more information, please refer to the
section 4.1.4.
4.1.1.5 Post-closing events
Unibail-Rodamco-Westfield (“URW”) announces its intention to present
to the 2026 Annual General Meetings of Unibail-Rodamco-Westfield SE
and Unibail-Rodamco-Westfield N.V. a proposal for an internal
reorganisation designed to simplify the Group’s legal structure through
the de-stapling of URW’s stapled shares.
The proposed transaction would result in URW SE becoming the sole
listed entity, fully holding US activities. This simplification is expected to
streamline governance and operations, enhance transparency, and
generate recurring cost savings. The contemplated reorganisation
would maintain shareholders’ existing economic rights and would not
change the Group’s strategy, distribution policy, or financial objectives,
nor impact trading conditions.
Subject to shareholder approval, completion is anticipated by late
Q2-2026. Additional information is available on the Group’s website:
Annual General Meetings | URW.
In the 2026 year to date (as at February 12), the Group progressed on its
disposal plan, with €0.5 Bn of additional disposal achievements
including:
• 2 asset disposals completed, comprising a 65% stake in the Bubny
land plot in Prague (January 28, 2026) and Palais Vest shopping
centre in Germany (January 30, 2026); and
• 3 disposals secured, comprising a 50% stake in the Splau shopping
centre in Spain (February 11, 2026), a 90% stake in the Höfe am Brühl
shopping centre in Germany (February 11, 2026) and a land plot in
Prague (February 10, 2026).
In March 2026, Moody’s published a rating action, confirming the “Baa2”
long-term rating of the Group while upgrading its rating outlook from
stable to positive.
4.1.1.6 2025 Distribution
Proposed distribution
As previously announced, the Group will propose to the AGM
(2)
a €4.50
per share distribution for fiscal year 2025, representing a c. 30%
increase from the €3.50 paid for fiscal year 2024.
Accounting and tax considerations
As at December 31, 2025, the total statutory retained losses of URW SE
(parent company) is negative at -€2,495.6 Mn, including a loss of
-€609.1 Mn in 2025.
Given the negative statutory retained results of URW SE, the Group has
no obligation to pay a dividend in 2026 for the fiscal year 2025 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.
(1) 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.
(2) To be held on May 6, 2026.
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As a consequence, the distribution will be made out of premium, which
amounted to €13.0 Bn in URW’s statutory accounts as at December 31,
2025. This premium distribution will not reduce the carry forward SIIC
dividend payment obligation standing at €2,772.8 Mn as at December
31, 2025, and will qualify as an equity repayment
(1)
for French tax
purposes (article 112-1 of the French tax code).
4.1.1.7 Outlook
2026 guidance
Based on 2025 achievements and the timing of disposals, the Group
expects its 2026 AREPS to be in a range of €9.15 to €9.30, supported by:
• Strong retail operating performance both in Europe (despite lower
indexation) and the US;
• The positive impact of 2025 and 2026 deliveries;
• C&E growth in even years;
• Continued focus on cost discipline;and
• Lower hybrid financing costs.
This also reflects:
• €1.6 Bn of disposals completed in 2025 and €0.5 Bn of disposals
secured for 2026 (as at February 12) (out of which €0.1 Bn already
completed);
• A negative FX impact with the strengthening of the EUR against the
USD and the GBP; and
• A slight increase in cost of debt.
For fiscal year 2026, the Group targets a distribution of €5.50 per share,
representing a c. 60% payout and a c. 22% increase from the €4.50 paid
for fiscal year 2025.
As in previous years, guidance assumes no major deterioration of the
macro-economic and geopolitical environment.
The conflict in the Middle East, ongoing since the end of February, has
created a period of instability and uncertainty whose consequences are
difficult to assess. As of the date on which the annual accounts were
prepared, no event likely to significantly affect the Group’s operations
has occurred.
Medium-term outlook
Beyond 2026, the Group expects its recurring result to be consistent
with the “A Platform for Growth” AREPS targets, reflecting:
• Like-for-like NRI performance, including Westfield Rise growth;
• Increase in franchising revenues;
• Development projects ramp-up and capital recycling;
• C&E growth and seasonality; and
• Partly offset by an increase in financial expenses and FX impact.
URW also confirms its commitment to increase shareholder distribution
and a payout ratio range of between 60 and 70% starting in fiscal year
2027, consistent with its minimum total €3.1 Bn distribution guidance
for fiscal years 2025-28.
It also confirms its objective to reduce its IFRS LTV including hybrid to
40% and its IFRS Net debt / EBITDA
(2)
including hybrid to 8x by 2028.
4.1.2 Capital allocation
4.1.2.1 Total capital expenditure
(3)
Total CAPEX invested in 2025 amounted to €1.0 Bn, including JV debt
linked to Westfield Wheaton and St James Quarter’s acquisitions. This
represents an underspend of around €100 Mn versus the €1.1 Bn capex
budget announced for 2025 during the Investor Day, mainly related to
the payment deferrals or delays from 2025 to 2026.
Reflecting these postponements, the 2026 capex envelope (originally
budgeted at around €0.6 Bn) is now expected to amount to around
€0.7 Bn. As a result, the Group’s twoyear capex remains aligned with
the c. €1.7 Bn planned over 2025–26 as presented at the Investor Day.
Enhancement & Development Capex
Capex invested over 2025
URW invested €641.2 Mn in development & enhancement projects,
mainly including €425.2 Mn
(4)
related to its development pipeline.
Development pipeline
(5)
2025 was a strong year for project deliveries, with €1.8 Bn of Total
Investment Cost (TIC) delivered, including:
• Westfield Hamburg-Überseequartier (Hamburg): retail phase
opening in April 2025 (98% let, 92% open), the start of the cruise
terminal operations in April 2025 following the handover to the
Hamburg Port Authorities, as well as the handover of an office
building to Shell in May 2025;
• Coppermaker Square (London): completion of the final phase (193
apartments), bringing total units delivered to 1,225 (93% let);
• Westfield Černý Most (Prague): delivery of the shopping centre
extension in November 2025 (92% let) and rebranding; and
• Westfield UTC (San Diego): extension (94% let) with luxury retail and
dining spaces handed over to tenants in July 2025 and retailers’
openings to begin in H1-2026.
Total Investment Cost
As of December 31, 2025, URW’s share of the TIC for its Committed
(6)
development pipeline decreased by €1.7 Bn to €1.2Bn (vs. 2024). This
reduction in TIC reflects project deliveries completed during the year
(-€1.9 Bn), partially offset by the inclusion of the renovation of two
exhibition halls at Paris Porte de Versailles (+€0.1 Bn) in the Committed
pipeline.
In H1-2026, the ibis hotel works and the construction for the remaining
offices in Hamburg will be completed. These milestones will further
reduce URW’s TIC by approximately €0.5 Bn upon tenants’ handover.
(1) For the tax treatment, please refer to relevant financial advisors.
(2) Based on current accounting standards.
(3) On a proportionate basis, Group share. Includes the debt of acquired JV stakes.
(4) Including capitalised financial interests.
(5) In this section, letting refers to GLA signed and pre-letting to GLA signed, deals with all terms or financials agreed.
(6) See “Committed projects” definition in Glossary.
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Yield on Cost
As of December 31, 2025, the yield on cost for Committed projects is below 4%, primarily impacted by the Westfield Hamburg-Überseequartier
development.
Committed projects – pipeline summary
Development Projects
(a)
Business Country Type
URW
Ownership
100% TIC
(€ Mn)
URW TIC
(€ Mn)
URW
Cost to
Date
(€ Mn)
Yield
on
cost
Delivery
Date
(b)
Project
Valuation
TRIANGLE
Offices &
Others
France
Greenfield/
Brownfield
30% 710 H1-2027 At cost
PORTE DE VERSAILLES
Offices &
Others
France
Redevelopment
/Refurbishment
50% 270 H1-2028 Fair value
WESTFIELD HAMBURG
Offices &
Others
Germany
Greenfield/
Brownfield
100% 840
H1-2026
H1-2028
Fair value
VILLAGE OFFICES
Offices &
Others
UK
Redevelopment
/Refurbishment
50% 70 H1-2026 Fair value
Total Committed projects
1,900 1,240 860 3.2%
(a) Figures may not add up due to rounding.
(b) In the case of staged phases in a project, the date corresponds to the expected delivery date of the main phase.
Controlled projects
As of December 31, 2025, the total investment cost at 100% for the
current portfolio of Controlled
(1)
projects is approximately €1.0 Bn.
This covers a variety of projects the Group may decide to launch or not,
depending on conditions, including (i) achieving minimum expected
returns and (ii) respecting capital spending guidance announced during
the Investor Day in May 2025, including using third-party capital co-
investments or proceeds from capital recycling (if required).
Maintenance & Leasing Capex
URW invested €212.3 Mn in maintenance and leasing, mainly including:
• €96.7 Mn of leasing capex related to landlord works to restructure
units, Fitting Out Contribution granted to tenants and/or eviction
costs;
• €115.6 Mn of maintenance capex.
Acquisition of JV partners’ stakes
Acquisitions amounted to €149.2 Mn at Group share, including
€65.7 Mn of acquisition of shares and the related JV debt from the
following transactions:
• The 47% remaining stake in Westfield Wheaton, a US regional asset,
increasing its interest to 100%. The asset is now fully
consolidated; and
• A 25% stake in St James Quarter, a landmark mixed-use destination
in Edinburgh, comprising an 80,300 sqm dominant shopping centre
with 110 retail, leisure and dining units, as well as build-to-sell
residential. URW will manage the shopping centre, generating
additional income through asset management and retail media fees.
4.1.2.2 Disposals
URW successfully completed or secured 25 transactions
(2)
for a total
amount of €2.2 Bn from January 2025 to date (as at February 12). This
included:
• 11 disposals completed in 2025 for €1.6 Bn:
- Etoile La Valentine office building (Marseille, France) (January 31,
2025);
- 15% stake in Westfield Forum des Halles
(3)
(Paris, France) to CDC
Investissement Immobilier (January 6, 2025
(4)
);
- 80% stake in Trinity office tower
(3)
(La Défense, France) to Norges
Bank Investment Management (February 19, 2025
(4)
);
- Bonaire shopping centre (Valencia, Spain) to Castellana Properties
(March 13, 2025
(4)
);
- Stadshart Zoetermeer shopping centre (Zoetermeer, The
Netherlands) to Wereldhave and Sofidy (June 17, 2025);
- Gropius Passagen shopping centre (Berlin, Germany) (URW’s 18%
share) (September 12, 2025);
- Pullman Paris-Montparnasse hotel disposal to Columbia
Threadneedle Investments, Bain Capital and QuinSpark
(September 16, 2025);
- German real estate management business (managing 12 non-URW
assets) (October 1, 2025);
- Société de Tayninh, an inactive French listed company (November
6, 2025);
- 6.33% additional stake in Westfield Černý Most (Prague, Czech
Republic) (December 1, 2025); and
- US airports to Grupo Aeroportuario del Sureste (December 11, 2025).
(1) See “Controlled projects” definition in Glossary.
(2) Contribution to the net debt reduction.
(3) As part of these transactions, URW will continue to manage Westfield Forum des Halles and the Trinity tower.
(4) For more information, please consult dedicated press releases on www.urw.com.
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• 3 disposals completed in 2026 year to date for €0.1 Bn:
- 65% stake in the Bubny land plot (Prague, Czech Republic)
(January28, 2026);
- Palais Vest shopping centre (Recklinghausen, Germany)
(January30, 2026);
- US preferred shares repayment (February 3, 2026).
• 11 disposals signed but not yet completed for €0.4 Bn:
- Villabé shopping centre (Corbeil-Essonnes, France)
(December12,2025);
- Zoetelaarpassage (Almere, The Netherlands) (December18,2025);
- 50% stake in Splau shopping centre (Barcelona, Spain)
(February11,2026);
- 90% stake in Höfe am Brühl shopping centre (Leipzig, Germany)
(February11,2026);
- 7 European land plots and a small non-core asset.
As a result, URW has secured the €2.2 Bn of planned disposals for 2025
and 2026, in line with its ‘A Platform for Growth’ targets.
4.1.3 Property portfolio
(1)
and Net Asset Value as at December 31, 2025
URW’s NRV amounted to €143.80 per share as at December 31, 2025, and remained flat compared to the NRV as at December 31, 2024
(€143.80 per share).
URW’s NTA amounted to €112.80 per share as at December 31, 2025, an increase of +€1.80 per share (+1.6%) compared to the NTA as
at December 31, 2024 (€111.00 per share).
4.1.3.1 Property portfolio
The total GMV of URW’s portfolio amounted to €48.9Bn (€49.7 Bn), a decrease of -1.6% mainly due to disposals and FX impact. Net of investments,
disposals and FX impact
(2)
, the portfolio valuation increased by +1.7% (or +€0.8 Bn), including +1.8% in Europe and +1.2% in the US, outperforming the
1% annual revaluation trajectory shared during the 2025 Investor Day.
URW’s portfolio
Asset portfolio valuation
(including transfer taxes)
Dec. 31, 2025
Dec. 31, 2024 Change in portfolio valuation
Portfolio revaluation net
of investments, disposals
and FX impact
€ Mn %
€ Mn % € Mn % € Mn %
Shopping Centres 43,220 88% 43,329 87% (109) (0.3%) 953 2.2%
Offices & Others 2,030 4% 2,778 6% (748) (26.9%) (206) (7.4%)
Convention & Exhibition 2,706 6% 2,611 5% 96 3.7% 51 2.0%
Services 967 2% 993 2% (26) (2.7%) 38 3.8%
Total URW
48,923 100%
49,711 100% (787) (1.6%) 836 1.7%
NB: Figures in the tables may not add up due to rounding.
(1) Unless otherwise indicated, the data presented in the property portfolio include transfer taxes and transaction costs on a proportionate basis as at December 31, 2025, and
comparisons are with values as at December 31, 2024. The property 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 (on owned branded assets and licensed to third-parties’ assets). It is a corporate intangible asset that is split by the regions in which
the Group operates Westfield-branded shopping centres, for analytical purposes.
• The equity value of investments in non-controlled URW assets (mainly Złote Tarasy, Foncière Crossroads, Trinity, Triangle, St James Quarter and Hôtel Salomon de
Rothschild) of €1.5 Bn (€1.2 Bn).
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. It does not include the €0.6 Bn goodwill not justified by the fee business nor the impact of the application of IFRS 16.
(2) I.e. net of a disposal impact of -€1,465 Mn, an investment impact of +€1,080 Mn (capex, acquisitions, transfers), and an FX impact of -€1,239 Mn (-€1,187 Mn in the US, -€181 Mn in
the UK, partly offset by +€129 Mn in the Nordics, before adjustments for foreign currency debt and hedging).
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Valuation methodology, scope and appraisers
Assets are assessed externally twice a year, except intangible assets,
which are assessed externally at least once a year, at year end. Fair
value of intangible assets is included in the GMV, while it is recognised in
URW’s Consolidated statement of financial position in case of an
acquisition or business combination, at cost less amortisation charges
and/or impairment losses booked.
URW’s Services portfolio is appraised externally on an annual basis as
at each year-end and internally as at each half-year.
Environmental, Social & Governance (ESG) factors are impacting
investment approaches in real estate markets. Driving forces include
applicable legislation, availability of finance, and increasing societal
awareness of ESG factors such as climate risk.
Information based on the Group’s ESG roadmap (including the capex
plan) has been made available to the appraisers in relation to several
ESG KPIs on an asset-by-asset basis
(1)
in connection with the AFREXIM
ESG scorecard built by main valuation firms, international shopping
centres’ landlords and French institutions representing a diverse scope
of retail market participants.
Appraisal methods used by appraisers and the rotation rate of
appraisers, are compliant with international standards and guidelines
as defined by RICS, IVSC (“International Valuation Standards Council”)
and FEI (“Fédération des Entreprises Immobilières”).
As at December 31, 2025, 98% of URW’s portfolio was appraised by
independent appraisers.
Appraiser Regions appraised as at Dec. 31, 2025
% of total
portfolio
Dec. 31, 2025
% of total
portfolio
Dec. 31, 2024
Cushman & Wakefield France/Germany/Austria/Nordics/Spain/UK
(a)
/US 40% 41%
Jones Lang LaSalle France/Germany/Central Europe/The Netherlands 36% 33%
Kroll US 12% 13%
EY
(b)
France/Germany/Spain/UK/US 3% 3%
PwC
(c)
France 5% 5%
Other appraisers
Central Europe/UK
2% 2%
At cost, under sale agreement or internal 2% 3%
100% 100%
(a) The Group’s UK Shopping Centre portfolio was valued by Cushman & Wakefield and Avison Young.
(b) EY assessed the Services companies and the Westfield trademark.
(c) PwC assesses the Convention & Exhibition venues.
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.
Shopping Centre portfolio
Evolution of URW’s Shopping Centre portfolio valuation
The value of URW’s Shopping Centre portfolio amounted to €43,220Mn (€43,329 Mn).
URW Valuation as at Dec. 31, 2024 (€ Mn) 43,329
Like-for-like revaluation 751
Revaluation of non-like-for-like assets and shares
(a)
201
Portfolio revaluation
(b)
953
Capex/Acquisitions/Transfers 857
Disposals
(c)
(755)
Constant Currency Effect (1,163)
URW Valuation as at Dec. 31, 2025 (€ Mn)
43,220
(a) Non-Like-for-Like change relates to URW’s trademark impacted by the strategic partnership with Cenomi Centers and Westfield Hamburg-Überseequartier successfully
delivered in 2025.
(b) Net of investments, disposals and FX impact.
(c) Does not include the minority share disposal in Westfield Forum des Halles and Westfield Černý Most as still fully consolidated and included in GMV.
(1) For European shopping centres.
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Like-for-like analysis
2025
Shopping Centres – Like-for-like (LfL) change
LfL change in € Mn LfL change in %
LfL change –
Rent impact
LfL change –
Yield impact
Southern Europe 323 2.2% 0.6% 1.6%
Central Europe 245 3.1% 3.9% (0.8%)
Northern Europe 112 1.7% 1.2% 0.5%
Subtotal Europe 680 2.3% 1.6% 0.7%
US 71 0.7% 1.4% (0.6%)
o/w US Flagships (excl. CBD) 132 1.6% 2.0% (0.4%)
o/w US Regionals (incl. CBD) (61) (4.7%) (2.9%) (1.8%)
Total URW 751 1.9% 1.6% 0.4%
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 +€751Mn, i.e. +1.9%, with positive evolution in all regions. This increase in FY 2025 was the result of a rent impact of +1.6% and a yield
impact of +0.4%. The rent impact in Southern Europe was driven by lower indexation compared to December 2024. The positive yield effect derived
from changes in discount rate in Europe.
Yields
Shopping Centre portfolio by region
Dec. 31, 2025
Dec. 31, 2024
Valuation
including
transfer taxes
Net Initial Yield Potential Yield
Valuation including
transfer taxes
Net Initial Yield Potential Yield
€ Mn
€ Mn
Southern Europe 16,493 4.9% 5.2% 16,242 5.0% 5.3%
Central Europe 10,731 5.9% 6.0% 10,034 5.9% 6.1%
Northern Europe 7,059 5.6% 6.1% 6,952 5.5% 6.1%
Subtotal Europe 34,284 5.3% 5.7% 33,229 5.4% 5.7%
Flagships US 7,716 5.2% 5.7% 8,719 5.1% 5.6%
Regionals US & CBD 1,220 5.5% 6.7% 1,381 5.6% 6.9%
Subtotal US 8,936 5.3% 5.9% 10,100 5.2% 5.8%
Total URW 43,220 5.3% 5.7% 43,229 5.3% 5.7%
The Shopping Centre division’s Net Initial Yield
(1)
stood at 5.3%, in line
with year-end 2024.
The Potential Yield
(1)
including the leasing of vacant space at the
Estimated Rental Value was 5.7%. When compared to the Net Initial
Yield, this metric incorporates the filling in of the currently high level of
vacancy in Northern Europe and in the US, at 4.8% and 7.1%
respectively.
For US Flagships, the Net Initial Yield and the Potential Yield were
higher (+10 bps) at 5.2% and 5.7%, respectively, as at December 31,
2025, while the Stabilised Yield based on Appraisers’ Year 3 NRI,
integrating the growth potential of these assets, was stable at 5.7%.
The valuation of the US Shopping Centre portfolio expressed in EUR
decreased by -11.5% due to currency impact with the weakening of USD
vs. EUR over the period; net of investments, disposals and FX impact the
US Shopping Centre valuation increased by +0.9% in USD.
(1) Net Initial Yield (NIY) and Potential Yield are calculated on the basis of the valuation excluding transfer taxes and compared to December 31, 2024, yields restated from 2025
disposals. While the Westfield trademark is included in the valuation, it is not part of the NIY computations.
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Sensitivity
The table below presents the sensitivity of URW’s fully consolidated
and jointly controlled Shopping Centre portfolio (excluding assets under
development and the Westfield trademark) to changes in NIY, DR, ECR
and appraisers’ ERV:
Sensitivity Impact in € Mn Impact in %
+25 bps in NIY (1,834) (4.5%)
+25 bps in DR (681) (1.7%)
+10 bps in ECR (488) (1.2%)
-5% in appraisers' ERV (1,403) (3.4%)
Sensitivity Impact in € Mn Impact in %
-25 bps in NIY 2,014 4.9%
-25 bps in DR 683 1.7%
-10 bps in ECR 494 1.2%
+5% in appraisers' ERV 1,275 3.1%
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
€2,030 Mn (€2,778 Mn), with France representing 46% of portfolio
(59%). It is down -€748 Mn (-26.9%) compared to December 31, 2024,
mainly due to Trinity tower and Pullman Paris-Montparnasse hotel
disposals.
Net of investments, disposals and FX impact, the Offices & Others
portfolio revaluation was -€206 Mn (-7.4%), including negative
like-for-like revaluation and projects revaluation (mainly Westfield
Hamburg Hotels and Offices).
The NIY for occupied Offices & Others division which represents 51%
(1)
of the total Offices & Others GMV, increased by +10 bps
from
6.8% to 6.9%.
Sensitivity
The table below presents the sensitivity of URW’s fully consolidated
and jointly controlled Offices & Others portfolio value (occupied and
vacant spaces) to changes in NIY:
Sensitivity Impact in € Mn Impact in %
+25 bps in NIY (76) (6.0%)
Sensitivity Impact in € Mn Impact in %
-25 bps in NIY 86 6.9%
Convention & Exhibition portfolio
The value of URW’s Convention & Exhibition venues amounted to
€2,706 Mn (€2,611 Mn). Portfolio revaluation, net of investments,
increased by +€51Mn (+2.0%), mainly due to changes in WACC.
Services
The Services portfolio, composed of URW’s French, German, Spanish,
UK and US property services companies, amounted to €967 Mn
(€993 Mn) impacted by the disposal of REM Germany. Net of
investments, disposals and FX impact, the value of the Services
portfolio increased by +€38Mn, mainly driven by Westfield Rise activity
and partly offset by DD&C in the UK.
Additional Valuation parameters – IFRS 13
URW complies with the IFRS 13 fair value measurement and the
position paper
(2)
on IFRS 13 established by EPRA. In view of the nature of
the assets, URW believes it is appropriate to classify them under
Level 3.
In addition to the disclosures provided above, the following table
provides quantitative data in order to assess the fair valuation of the
Group’s assets, including appraisers’ assumptions on growth rates, DR
and ECR.
(1) Excluding Coppermaker Square. Occupied Offices & Others would represent 61% of the total if Coppermaker Square was included.
(2) EPRA Position Paper on IFRS 13 Fair value measurement and illustrative disclosures, February 2013.
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Shopping Centres
(1)
Shopping Centres - Dec. 31, 2025
Net Initial Yield
Rent in €
per sqm Discount Rate
Exit
Capitalisation
Rate CAGR of NRI
Southern Europe
Max 7.6% 1,011 11.0% 9.0% 19.7%
Min 3.6% 131 6.4% 4.8% 2.7%
Weighted average 4.9% 585 6.9% 5.1% 4.1%
Central Europe
Max 9.5% 792 10.2% 9.8% 6.0%
Min 5.0% 158 6.9% 5.0% 1.7%
Weighted average 5.9% 406 7.5% 5.6% 2.8%
Northern Europe
Max 6.4% 678 10.0% 9.2% 11.8%
Min 2.9% 39 6.5% 5.0% 2.1%
Weighted average 5.6% 374 7.2% 5.8% 3.2%
Europe
Max 9.5% 1,011 11.0% 9.8% 19.7%
Min 2.9% 39 6.4% 4.8% 1.7%
Weighted average 5.3% 463 7.1% 5.4% 3.5%
US
Max 11.2% 1,402 11.8% 10.8% 6.8%
Min 2.9% 333 7.0% 5.0% 2.0%
Weighted average 5.3% 735 7.6% 5.7% 4.0%
o/w Flagships (excl. CBD)
Max 7.9% 1,183 8.3% 7.5% 4.9%
Min 4.6% 398 7.0% 5.0% 2.0%
Weighted average 5.2% 764 7.4% 5.6% 3.8%
o/w Regionals (incl. CBD)
Max 11.2% 1,402 11.8% 10.8% 6.8%
Min 2.9% 333 7.5% 5.0% 2.0%
Weighted average 5.5% 623 8.9% 6.9% 4.9%
The Exit Capitalisation Rates
(2)
used by appraisers in December 2025
valuations were stable on average compared to the ones in December
2024 valuations, at 5.4% in Europe and 5.7% in the US.
The Discount Rates used by appraisers in December 2025 valuations
decreased by c. -10 bps on average compared to the ones in December
2024 valuations, including c. -20 bps in Europe and c. +10 bps in the US.
Appraisers assumed in their valuations a CAGR of NRI of 3.6% from
December 31, 2025 (3.8% on December 31, 2024), including 3.5% in
Europe (from 3.7% on December 31, 2024, due to lower indexation
assumptions in Southern Europe) and 4.0% in the US (from 4.5% on
December 31, 2024, integrating growth achieved in 2025). The CAGR of
NRI includes a CAGR of indexation of 2.0% in Continental Europe (2.1%
in H2-2024) and a fixed escalation of MGR and CAM of c. 3.0% in the US.
(1) In this section, NIY, DR and ECR are 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 and the Westfield trademark are not included in the calculations.
(2) Restated from FY-2025 disposals.
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4.1.3.2 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 described in the
EPRA Performance Measures (please refer to section 4.1.6).
URW’s EPRA NRV stood at €21,255 Mn or €143.80 per share (fully
diluted) as at December 31, 2025, flat compared to December 31, 2024.
URW’s EPRA NTA stood at €16,678 Mn or €112.80 per share (fully
diluted) as at December 31, 2025, +1.6% compared to
December 31, 2024.
URW’s EPRA NDV stood at €16,757 Mn or €113.40 per share (fully
diluted) as at December 31, 2025, -3.0% compared to
December 31, 2024.
Evolution of EPRA NRV, EPRA NTA and EPRA NDV - per share (fully diluted) EPRA NRV EPRA NTA EPRA NDV
As at Dec. 31, 2024 - per share 143.80 111.00 116.90
Distribution (3.50) (3.50) (3.50)
Value after distribution 140.30 107.50 113.40
Asset revaluation
(a)
3.85 3.94 3.49
AREPS 9.58 9.58 9.58
FX impact
(b)
(5.18) (5.18) (5.18)
Hybrid tendering and financial instruments (1.49) (1.49) (5.15)
Change in number of shares
(c)
(1.81) (1.48) (1.47)
Other
(d)
(1.45) (0.08) (1.27)
As at Dec. 31, 2025 - per share
143.80 112.80 113.40
(a)
In Group share, excluding taxes.
(b) Net of liabilities.
(c) Fully diluted number of shares from stock option and performance share.
(d) Including taxes, goodwill, impairment.
4.1.4 Financial resources
(2)
In 2025, financial markets were marked by heightened volatility amid
tariff implementation, and geopolitical uncertainty. Central banks
including the Fed, the ECB and the Bank of England cut their rates at
different paces. In this context, the Euro strengthened against the USD
and GBP.
Over the year, URW managed to seize favourable windows to secure
attractive conditions, in particular through:
• Two major hybrid Liability Management transactions, which reduced
the average coupon by c. 55 bps, optimised the stack, and extended
the average period to first reset of the Group’s hybrid portfolio;
• Refinancing $1.2 Bn of US secured debt in the CMBS
(3)
market at an
average coupon c.190 bps below previous financings, while extending
its US debt maturity profile; and
• Reinstating access to the Neu CP and the USCP markets, benefiting
from declining short-term rates.
The Group’s liquidity position stood at €11.4 Bn (€11.6 Bn on a
proportionate basis) including €2.7Bn of cash on hand (€2.8Bn on a
proportionate basis) and €8.7 Bn of credit facilities. This corresponds
primarily to a cash reduction of €2.6Bn over the period, in line with
anticipations as the Group progressed on its deleveraging plan.
Key ratios as of December 31, 2025:
• LTV
(4)
incl. hybrid was 42.8% (45.5%), and 42.0% on a proforma
basis
(5)
, the lowest level since 2019
• Net debt/EBITDA
(6)
incl. hybrid was 9.1x (9.5x)
• The average cost of debt over 2025 was 2.1%, slightly above 2024
(2.0%).
(1) Refer to the EPRA website for more detail: EPRA BPR Guidelines 241019.
(2) As the Group’s financial covenants are calculated in accordance with IFRS, unless otherwise indicated, the financial information in this section is presented in accordance with
IFRS. The Group also provides such information on a proportionate basis (see comparative table in section 4.1.4.4). For definitions, refer to the Glossary. Unless otherwise indicated,
comparisons to ratios, debt outstanding, average cost of debt, the amount of undrawn credit lines and cash on hand relate to December 31, 2024.
(3) Commercial Mortgage-Backed Securities.
(4) Excluding €561 Mn of goodwill not justified by fee business. 40.6% excluding transfer taxes.
(5) Proforma for the receipt of the proceeds from c. €0.5 Bn secured in disposals, out of which €0.1 Bn completed in 2026 year-to-date (as at February 12) (see section 4.1.2).
(6) On last 12-month basis.
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4.1.4.1 Debt structure as at
December 31, 2025
The Group’s net debt decreased over the period to €18.5 Bn (€20.0 Bn)
on an IFRS basis and €19.6 Bn (€21.3Bn) on a proportionate basis. IFRS
net debt including hybrid decreased from €21.9 Bn to €20.3 Bn.
This evolution results primarily from:
• Retained cash flow over the period;
• The completion of €1.6 Bn of disposals over the period; and
• FX impact on the debt raised in USD and GBP (€0.4 Bn and €0.5 Bn on
an IFRS and proportionate basis, respectively)
(1)
;
partly offset by:
• Capital expenditure over the period;
• Acquisition of stakes in JV holding assets (Westfield Wheaton now
fully consolidated and St James Quarter consolidated under equity
method); and
• €500Mn cash distribution in May.
Proforma for the receipt of proceeds from c. €0.5 Bn secured disposals,
the IFRS net debt including hybrid would stand at €19.7 Bn. These
disposals are described in section 4.1.2.
The medium- to long-term corporate debt issued by the various URW
entities is cross-guaranteed.
No loans are subject to prepayment clauses linked to the Group’s credit
ratings
(2)
.
Gross debt breakdown as at December 31, 2025
(3)
(1) Based on the following exchange rates as at December 31, 2025: EUR/USD 1.1750 and EUR/GBP 0.8726 vs. exchange rates as at December 31, 2024: EUR/USD 1.0389 and EUR/
GBP 0.82918.
(2) Barring exceptional circumstances (change of control).
(3) EUR debt position includes EUR and GBP denominated debt. Figures may not add up due to rounding.
IFRS Debt
€21,165 Mn
€2,447 Mn
12%
€85 Mn
0%
€267 Mn
1%
€18,366 Mn
87%
Proportionate debt
€22,388 Mn
€3,671 Mn
17%
€85 Mn
0%
€266 Mn
1%
€18,366 Mn
82%
EMTN& BondsMortgagesBankloansandoverdraft Short-termpaper
IFRS Debt
€21,165 Mn
€3,941 Mn
19%
€17,224 Mn
81%
Proportionate debt
€22,388 Mn
€4,266 Mn
19%
€18,121 Mn
81%
EUR&other USD
Breakdown by financing source
Breakdown by currency
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Funds Raised
Bond and hybrid instruments
Over the year 2025, URW proactively optimised its capital structure
through two hybrid transactions:
• In April, URW successfully re-couponed and reduced its hybrid
portfolio through:
- Full redemption of its €995Mn NC2028 hybrid at a 7.25% coupon
via:
• Buyback of 94.4% (€939 Mn) at market value; and
• Repayment of €56 Mn at par using the "minimal outstanding
amount call option";
- Financed through:
• Issuance of €815 Mn NC2030 hybrid at a 4.875% coupon,
3.1xoversubscribed at peak;
• €180Mn in cash.
• In September, URW further optimised its hybrid structure through:
- Tender of €417 Mn of its €750 Mn NC2026 hybrid at a 2.875%
coupon, callable in Q2-2026; and
- Full redemption of the €99.8 Mn NC2025 hybrid at a 5.142%
coupon, via the “minimal outstanding amount call option”.
- Financed through the issuance of €685 Mn NC2031 hybrid at a
4.75% coupon, 2.6x oversubscribed at peak.
As at the end of 2025, the Group’s hybrid portfolio stood at €1,833 Mn.
The Group intends to redeem the remaining €333 Mn NC2026 bonds by
their First Reset Date (April 25, 2026), in accordance with their Terms
and Conditions. Consequently, and in line with S&P’s immaterial
reduction threshold, the hybrid portfolio will decrease to €1,500 Mn by
April 2026 with an average coupon of 4.82%, i.e. c. -55 bps coupon
reduction vs. 2024.
In addition, in November, the Group fully repaid, ahead of its June 2026
maturity, a €600 Mn senior bond with a coupon of 2.5%, above cash
remuneration conditions, further optimising its financial expenses.
Bank debt, credit facility and short-term paper
In April, URW proactively repaid with its available cash a €150 Mn
short-term floating loan with an eq. 4.22% coupon and a remaining
maturity of 2.3 years.
Over the year, €1.15 Bn of sustainability-linked credit facilities were
signed with an average maturity of 5 years while €3.35 Bn of existing
ones were extended by one year.
The Group also returned to the French and US money markets for the
first time since 2022 and 2018 respectively, to broaden access to cost-
efficient funding amid declining short-term rates and a lower cash
position. It secured:
• Cumulative amount of €796 Mn over 1.3 months on average in Neu
CP, all of which matured over the period; and
• $100 Mn of US Commercial Papers (USCP) executed in December
2025 for 1 month.
Mortgage debt
The Group refinanced $1.2 Bn of its US non-recourse mortgage debt at
attractive conditions through:
• $275 Mn of a new 5-year CMBS secured by Westfield Galleria at
Roseville at an improved fixed rate coupon of 5.585% (vs. 7.57%
(1)
previously), executed in March 2025;
• $925 Mn of a new 5-year CMBS secured by Westfield Century City at
an improved coupon of 5.27% (vs. 7.13%
(2)
previously), executed in
early July 2025. In 2025, this transaction corresponded to the lowest
fixed-rate coupon on a mall SASB
(3)
CMBS in 5 years, and the lowest
AAA spread for a 5-year fixed rate mall SASB CMBS since 2019.
In addition, in February 2025, the Group acquired its JV partner’s
remaining 47% stake in Westfield Wheaton, increasing its interest to
100%. The $234.6 Mn mortgage debt backed by the asset was repaid in
December 2025 at a $30 Mn discount ($205Mn cash out), reducing the
Group’s debt accordingly.
(1) SOFR+325 bps, using SOFR at 4.317%.
(2) SOFR+281 bps, using SOFR at 4.327%.
(3) For a Single Asset Single Borrower.
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Debt maturity as at December 31, 2025
The average maturity of the Group’s debt stood at 7.0 years and at 5.7 years, with and without taking into account the undrawn credit lines
(1)
and cash
on hand.
The following chart illustrates the split by maturity date of URW’s net debt as at December 31, 2025.
Liquidity needs
Overall, URW’s debt repayment needs for the next 12 months are fully covered by the cash on hand as shown in the table below:
Debt repayment needs over next 12 months IFRS Proportionate
Bonds €561 Mn €561 Mn
Short Term paper €85 Mn €85 Mn
Bank loans, Mortgage & overdraft €398 Mn €886 Mn
Total €1,044 Mn €1,532 Mn
Cash on hand
€2,681 Mn €2,808 Mn
Figures may not add up due to rounding.
The Group intends to redeem the remaining €333 Mn NC2026 bonds by their First Reset Date (April 25, 2026), in accordance with their Terms
and Conditions.
In addition, as at December 31, 2025:
• The total amount of undrawn credit lines
(2)
was €8,748 Mn (€8,590 Mn).
• The average residual maturity of these undrawn credit lines stands at 3.6 years (3.5 years as at December 2024).
• The credit facilities maturing over the next 12 months amount to €0.3 Bn. URW is considering opportunities to extend or renew part of these
maturing lines.
Average cost of debt
The average cost of debt as at December 31, 2025, was 2.1%, a slight
increase compared to 2024 (2.0%) due to redemption of debt with low
coupon and lower cash remuneration, partly offset by the benefit of
2025 FX hedging.
4.1.4.2 Credit Ratings
URW has a solicited rating from both Standard & Poor’s (S&P) and
Moody’s.
Following the 2025 Investor Days announcement, both agencies
confirmed the Group’s rating and outlook:
• Moody’s published a Rating Action on May 14 and a credit opinion on
May 23, confirming the “Baa2” long-term rating of the Group with
“stable” outlook;
• On May 20, S&P published a Full Analysis confirming the “BBB+”
long-term rating of the Group with “stable” outlook.
(1) Subject to covenants.
(2) Subject to covenants.
Less than 1 year 1–2 years 2–3 years 3–4 years 4–5 years More than 5 years
€ Bn
0
2
4
6
8
10
12
60%
40%
30%
17%
10%
13%
0%
10%
0%
15%
0%
5%
Withoutundrawncreditlinesandcashonhand Withundrawncreditlinesandcashonhand
D
ebt maturity profile as at December 31, 2025
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4.1.4.3 Market risk management
Market risks can generate losses resulting from fluctuations in interest
rates, exchange rates, raw material prices and share prices. URW’s risk
mainly relates to (i) interest rate fluctuations on the debt it has taken out
to finance its investments and maintain the cash position it requires,
and (ii) exchange rate fluctuations due to the Group’s activities in
countries outside the Eurozone, in particular in the US.
Interest rate risk management
Over 2025, the Group continued to adjust its hedging position in view of
market conditions, its current disposal and investment plans, its
existing hedging programme and debt
(1)
, as well as the debt the Group
expects to raise in the coming years.
The Group’s net interest rate position
(2)
is fully hedged for 2026. Its rates
exposure and hedging position is presented in the table below:
ANNUAL PROJECTION OF AVERAGE HEDGING AMOUNTS AND FIXED RATE DEBT UP TO 2030
(€ BN – AS AT DECEMBER 31, 2025)
(*) Including a total of €1,833 Mn hybrid instruments.
Measuring interest rate exposure
Based on the Group’s budgeted debt for 2026 and hedging position over the period, if interest rates
(3)
(Euribor, SOFR) were to increase/decrease by
+/- 50 bps, the Group’s recurring result in 2026 would be impacted by:
Euros USD Total eq. EUR
-50 bps interest rate +€1.6 Mn +$8.5 Mn +€8.8 Mn
+50 bps interest rate +€14.0 Mn +$0.0Mn +€14.0 Mn
(1) On a proportionate basis.
(2) The hedging instruments are used to hedge (i) the variable rate debt and (ii) the fixed rate debt immediately converted into variable rate debt, through the Group’s macro hedging.
(3) The theoretical impact of an increase/decrease in interest rates is calculated relative to the 1-year forward interest rates as at December 31, 2025: 3M Euribor (2.067%), 1M SOFR
(3.4237%). The impact on exchange rates due to this theoretical increase/decrease in interest rates is not taken into account.
Debtkeptatfixedrate Macrohedges(swaps&caps) Optional
2026 2027 2028
2029 2030
€
0
Bn
€5 Bn
€10 Bn
€15 Bn
€20 Bn
€25 Bn
€30 Bn
Proportionate
Gross Debt
(*)
€24.2 Bn
Proportionate
Net Debt
€19.6 Bn
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Foreign exchange risk management
The Group is active in countries outside the Eurozone. When converted into Euros, the income and value of the Group’s investments may be impacted
by fluctuations in exchange rates against the Euro. The Group’s policy objective is to apply a broadly consistent LTV
(1)
by currency, allowing it to
match part of the foreign currency asset value and income with debt and financial expenses in the same currency, thus reducing the exchange rate
effects on the Group’s balance sheet and earnings. Foreign exchange risk can be hedged by either matching investments in a specific currency with
debt in the same currency or using derivatives to achieve the same risk management goal.
In millions*
IFRS Proportionate
Euros
(a)
USD Total eq. EUR Euros
(a)
USD Total eq. EUR
Net Financial Debt 15,358 3,673 18,484 16,161 4,017 19,580
Assets
(b)
38,611 10,393 47,456 39,665 10,879 48,923
LTV
(c)
39.8% 35.3% 39.0% 40.7% 36.9% 40.0%
* In local currencies; figures may not add up due to the rounding.
(a) Including also SEK and GBP.
(b) Excluding goodwill not justified by fee businesses (€561Mn on an IFRS basis and €586 Mn on a proportionate basis).
(c) Excluding transfer taxes 40.6% on an IFRS basis and 41.8% on a proportionate basis.
The Group’s main FX exposures are in USD, GBP and SEK. A change of 10% of EUR/USD, EUR/GBP or EUR/SEK (i.e. a +10% increase
(2)
of EUR against
the USD, GBP or SEK) would have an impact on shareholders’ equity and on the recurring net result in 2026 as follows:
in € Mn
Impact on
Shareholder's
Equity
Recurring
Net Result
+10% in EUR/USD (435.7) (27.3)
+10% in EUR/GBP (211.9) (13.9)
+10% in EUR/SEK (175.8) (8.5)
The impact on 2026 recurring net result would be fully offset by the FX hedging that the Group has put in place against EUR/USD, EUR/GBP and
EUR/SEK fluctuations.
4.1.4.4 Financial structure
Financial ratios – IFRS
2025
2024
Net debt €18,484 Mn €20,047 Mn
GMV €47,456 Mn €48,069 Mn
LTV 39.0% 41.7%
ICR 4.4x 4.2x
Net debt/EBITDA
(a)
8.3x 8.7x
FFO/Net debt 8.9% 8.3%
Financial ratios - Proportionate
2025
2024
Net debt €19,580 Mn €21,302 Mn
GMV €48,923 Mn €49,711 Mn
LTV 40.0% 42.9%
ICR 4.1x 3.9x
Net debt/EBITDA
(a)
8.6x 9.1x
FFO/Net debt
8.4% 7.8%
(a) On a last 12-month basis.
LTV evolution
• The LTV ratio
(3)
decreased in 2025 to its lowest level since 2019, supported by the disposals completed over the period and the positive GMV
evolution partly offset by the FX impact. Including hybrid, the IFRS LTV decreased by 270 bps from 45.5% at the end of 2024 to 42.8% at the end of
December.
• Proforma for the receipt of the proceeds from the additional disposal secured
(4)
, the IFRS LTV
(5)
including hybrid would be 42.0%.
• As a reminder, the Group discloses its LTV ratio (i) on an IFRS basis in accordance with its European financial covenants requirements and (ii) on a
proportionate basis as followed by some credit rating agencies.
(1) On a proportionate basis.
(2) Based on FX rate as at December 31, 2025.
(3) Excluding €561 Mn of goodwill not justified by fee business (€586Mn on a proportionate basis).
(4) Proforma for the receipt of the proceeds from c. €0.5 Bn secured disposals, out of which €0.1 Bn completed in 2026 year-to-date (as at February 12) (see section 4.1.2).
(5) The proforma IFRS LTV excluding hybrid would be 38.1% (39.3% on a proportionate basis).
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In compliance with the EPRA
(1)
Best Practices Recommendations
guidelines
(2)
, the Group also calculated the EPRA LTV, which stood at
51.8% on December 31, 2025 (53.8% on December 31, 2024), mainly as
a result of the exclusion of minority interests
(3)
.Proforma for disposals, it
would stand at 51.1%.
Net debt/EBITDA evolution
• The Net debt/EBITDA improved from 8.7x to 8.3x thanks to the
operating performance of the Group and net debt reduction. It would
be 9.1x including hybrid (9.5x in 2024).
ICR evolution
• ICR improved to 4.4x (4.1x on a proportionate basis), supported by
increasing like-for-like EBITDA and despite a slightly higher cost of
debt.
FFO/Net debt evolution
• FFO/Net debt improved from 8.3% to 8.9%, supported by the
operating performance of the Group in 2025 and net debt reduction.
Financial covenants – summary
Corporate debt and credit facilities
The Group’s corporate debt
(4)
covenants levels and corresponding current ratios are set at:
Dec. 31, 2025
Europe Credit
facility covenants
level
Rule 144A and
Reg S Bonds
(a)
covenants level
LTV
(b)
39.0% < 60% < 65%
ICR 4.4x > 2x > 1.5x
FFO/NFD 8.9% > 4% n.a.
Secured debt ratio 5.1% n.a. < 45%
Unencumbered leverage ratio
2.1x n.a. > 1.25x
(a) Corresponding to $3.0 Bn of Rule 144A Bonds and £0.5 Bn of Reg S Bonds.
(b) Ratio calculated based on European bank debt covenant.
These covenants are tested twice a year based on the Group’s IFRS
financial statements. As at December 31, 2025, 100% of the Group’s
credit facilities and loans:
• Allow an LTV of up to 60% for the Group or the borrowing entity, as
the case may be;
• Require an ICR > 2x for the Group or the borrowing entity, as the case
may be; and
• Include an FFO/NFD covenant. These require an FFO/NFD above 4%
for the Group or the borrowing entity, as the case may be.
Secured debt non-recourse
The non-recourse mortgage debt raised by certain entities of the Group includes financial covenants:
Covenant level
range
% of non-recourse
mortgage incl. this
feature in such
covenant
Debt Yield covenants 5%–7% 21%
Debt to Rent 8.9x 2%
ICR covenants 1.3x–2.5x 34%
LTV covenants 55%–75% 55%
• Any breach under these covenants would not lead to a cross-default
on the Group’s borrowings.
• In any case, defaults under these loans are not expected to have a
material adverse effect on the Group’s finances.
Short-term debt
There are no financial covenants (such as loan-to-value or interest
coverage ratios) in the Neu MTN, the Neu CP, the ECP and the USCP
programmes of URW.
(1) EPRA: European Public Real Estate Association.
(2) See www.epra.com
(3) See section 4.1.6 “EPRA Performance measures” for more details.
(4) Corresponds to unsecured debt issued by the Group, i.e. bonds (EMTN, Rule 144A and Reg S Bonds) and bank debt (term loans and drawn credit facilities).
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4.1.4.5 LTV reconciliation with the Balance Sheet (B/S)
A) Under IFRS
(€Mn)
Dec. 31, 2025
IFRS
June 30, 2025
IFRS
Dec. 31, 2024
IFRS
Amounts accounted for in B/S 45,329.3 45,720.3 46,618.9
Investment properties at fair value 36,413.2 36,484.8 36,708.8
Investment properties at cost 474.3 505.9 402.8
Shares and investments in companies accounted for using the equity method 6,863.0 6,747.8 7,019.5
Other tangible assets 100.2 98.0 114.4
Goodwill 626.2 806.0 806.0
Intangible assets 760.5 766.7 840.2
Properties or shares held for sale 91.9 311.1 727.2
Adjustments 2,126.8 1,630.8 1,450.1
Transfer taxes 1,880.1 1,882.4 1,857.8
Goodwill not justified by fee business
(a)
(561.0) (720.5) (720.5)
Revaluation intangible and operating assets 1,212.1 1,198.6 1,117.7
IFRS adjustments, including (404.4) (729.8) (805.0)
Financial leases (571.2) (892.6) (979.3)
Other 166.8 162.8 174.3
Total assets, including Transfer Taxes (=A) 47,456.1 47,351.1 48,069.0
Total assets, excluding Transfer Taxes (=B) 45,576.0 45,468.7 46,211.2
Amounts accounted for in B/S
Non-current bonds and borrowings 21,021.1 20,663.7 23,419.1
Current borrowings and amounts due to credit institutions 1,096.1 3,166.8 3,161.5
Liabilities directly associated with properties or shares classified as held for sale
(b)
0.0 0.0 0.0
Total financial liabilities 22,117.2 23,830.6 26,580.5
Adjustments
Mark-to-market of debt (2.6) (2.5) 1.2
Current accounts with non-controlling interests (923.6) (997.5) (1,120.4)
Impact of derivative instruments on debt raised in foreign currency 31.8 23.6 (48.3)
Accrued interest / issue fees (58.1) (31.2) (76.6)
Total financial liabilities (nominal value) 21,164.7 22,822.9 25,336.4
Cash & cash equivalents (2,680.5) (3,307.1) (5,288.9)
Net financial debt (=C) 18,484.2 19,515.9 20,047.4
LTV ratio including Transfer Taxes (=C/A) 39.0% 41.2% 41.7%
LTV ratio excluding Transfer Taxes (=C/B)
40.6% 42.9% 43.4%
Figures may not add up due to rounding.
(a) Adjustment of goodwill according to bank covenants.
(b) Only include the financial debt classified as held for sale.
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B) On a proportionate basis
(€Mn)
Dec. 31, 2025
Proportionate
June 30, 2025
Proportionate
Dec. 31, 2024
Proportionate
Amounts accounted for in B/S 46,530.0 46,938.1 47,994.3
Investment properties at fair value 42,923.1 43,002.1 43,772.0
Investment properties at cost 527.3 563.9 450.4
Shares and investments in companies accounted for using the equity method 1,468.0 1,345.6 1,239.0
Other tangible assets 103.1 100.5 117.3
Goodwill 651.5 848.2 848.2
Intangible assets 760.5 766.7 840.2
Properties or shares held for sale 96.5 311.1 727.2
Adjustments 2,393.2 1,881.2 1,716.3
Transfer taxes 2,125.1 2,127.0 2,111.1
Goodwill not justified by fee business
(a)
(586.3) (762.7) (762.7)
Revaluation intangible and operating assets 1,209.2 1,196.1 1,114.8
IFRS adjustments, including (354.8) (679.3) (746.9)
Financial leases (573.3) (894.7) (981.6)
Other 218.5 215.4 234.7
Total assets, including Transfer Taxes (=A) 48,923.2 48,819.3 49,710.6
Total assets, excluding Transfer Taxes (=B) 46,798.1 46,692.3 47,599.5
Amounts accounted for in B/S
Non-current bonds and borrowings 21,756.6 21,838.3 24,657.5
Current borrowings and amounts due to credit institutions 1,586.2 3,230.0 3,331.2
Liabilities directly associated with properties or shares classified as held for sale
(b)
0.0 0.0 0.0
Total financial liabilities 23,342.8 25,068.3 27,988.6
Adjustments
Mark-to-market of debt (2.6) (2.5) 1.3
Current accounts with non-controlling interests (923.6) (997.5) (1,120.4)
Impact of derivative instruments on debt raised in foreign currency 31.8 23.6 (48.3)
Accrued interest / issue fees (60.9) (37.3) (78.6)
Total financial liabilities (nominal value) 22,387.6 24,054.6 26,742.6
Cash & cash equivalents (2,807.9) (3,444.6) (5,440.1)
Net financial debt (=C) 19,579.7 20,610.2 21,302.4
LTV ratio including Transfer Taxes (=C/A) 40.0% 42.2% 42.9%
LTV ratio excluding Transfer Taxes (=C/B)
41.8% 44.1% 44.8%
Figures may not add up due to rounding.
(a) Adjustment of goodwill according to bank covenants.
(b) Only include the financial debt classified as held for sale.
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4.1.5 Sustainability
In 2025, the Group continued to progress towards the delivery of its
Better Places roadmap, including its ambitious SBTi-approved net-zero
targets, as well as the transition to a more sustainable retail, and
community impact. In addition, following the strategic decision to retain
its US Flagships, URW extended European-specific targets to the entire
Group
(1)
.
Environmental Transition
URW made significant progress in reducing carbon emissions from
Scopes 1, 2 & 3 (-44.9%
(2)
in 2025 vs. -50% target by 2030) and in energy
intensity (-38.6%
(3)
in 2025 vs. -50% target by 2030) for retail assets,
supported by the asset-level energy action plans.
In addition, the Group launched several initiatives during 2025 which
will contribute to the Group’s revenues and/or reduce tenants’ service
charges:
• These included a JV partnership with ENGIE to deploy 376 fast and
ultra-fast EV charging stations across 12 French shopping centres, as
well as a partnership in Austria with Wien Energie to develop the
country’s largest EV charging hub with 300 points at Westfield
Shopping City Süd and Westfield Donau Zentrum.
• The Group also continued to deploy its solar panel strategy, with
32 MWp of installed on-site renewable energy capacity, including, in
2025, 575 kWp in Metropole Zličín, 470 kWp in Westfield Shopping
City Süd and 450 kWp in Westfield Chodov, progressing toward the
50 MWp by 2030 target.
In 2025, URW also expanded its sciencebased approach beyond carbon
by validating Steps1 and2 of the Science Based Targets Network
(SBTN) and securing its first SBTNapproved target, extending the
Group’s biodiversity strategy and reinforcing its Better Places roadmap.
Sustainable Experience
In 2025, URW reinforced its leadership in sustainable retail, certifying
49.1% of assets under the “Better Places” certification and expanding
its Sustainable Retail Index (SRI), developed in partnership with Good
On You, to include multi-brand retailers and new categories such as
Health & Beauty and General Services (Fitness, Entertainment). As a
result, 73.5% of the Group’s eligible revenues are now covered by the
SRI, with 54.2% coming from brands already engaged in sustainability
initiatives rated “Leader”, “Advanced”, or “Active”.
Thriving Communities
In 2025, URW supported over 26,000 individuals in finding jobs or
receiving training across 19 shopping centres in 7 countries, including
through job and skills initiatives in France that attracted over 7,500
individuals.
Beyond employment, local initiatives throughout the Group positively
impacted around 230,000 community members. These efforts included
health campaigns, collection and distribution of meals, social events for
vulnerable groups and cultural initiatives. Through the “Le Louvre au
Centre” partnership, the Group strengthened its commitment to public
interest and social cohesion by bringing around 30 iconic Louvre
artworks into 6 of URW’s major French malls, expanding cultural
access and reconnecting communities with a shared heritage.
The share of senior management positions held by women also
advanced this year, reaching 43.1%.
International Recognition
In 2025, the Group’s sustainability leadership was once again
recognised globally. URW was ranked among the Top 100 most
sustainable companies worldwide by Corporate Knights for the third
consecutive year, and first in the real estate sector. The Group also
maintained top ratings across major ESG benchmarks, including ISS
ESG (Prime status, first decile), MSCI (AAA), GRESB (5-star rating, i.e.
among the top 20 worldwide with a score of 94/100) and Sustainalytics
(with a “Negligible” risk rating).
For more information on Better Places and the detailed 2025
sustainability performance, please refer to Chapter 3 of this Universal
Registration Document and the Sustainability section of URW’s website.
(1) Please see 2025 Sustainability statement for more details.
(2) The Group GHG reduction is an absolute target, expressed independently of portfolio changes and is relative to the 2015 baseline.
(3) In kWh/sqm of the energy consumption for common areas and common equipment by the total area served with energy from a 2015 baseline expressed independently of portfolio
changes.
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4.1.6 EPRA Performance measures
In compliance with the EPRA
(1)
Best Practices Recommendations
(2)
, URW summarises the Key Performance measures of 2025 and 2024 below.
4.1.6.1 EPRA earnings
EPRA earnings are defined as “recurring earnings from core operational activities” and are equal to the Group’s definition of recurring earnings.
A) Synthesis
2025
2024
EPRA Earnings € Mn 1,451.9 1,472.5
EPRA Earnings / share €/share 10.14 10.56
Growth EPRA Earnings / share % (3.9%) 4.1%
B) Bridge between Earnings per IFRS Statement of income and EPRA Recurring Earnings
Recurring Earnings per share
2025
2024
Net Result of the period attributable to the holders of the Stapled Shares (€Mn) 1,268.2 146.2
Adjustments to calculate EPRA Recurring Earnings, exclude:
(i) Changes in value of investment properties, development properties held for investment and other interests 302.8 (1,078.3)
(ii) Profits or losses on disposal of investment properties, development properties held for investment and other interests 120.1 (8.6)
(iii) Profits or losses on sales of trading properties including impairment charges in respect of trading properties – –
(iv) Tax on profits or losses on disposals ––
(v) Impairment of goodwill (159.5) (39.2)
(vi) Changes in fair value of financial instruments and associated close-out costs (244.2) 63.7
(vii) Acquisition and other costs on share deals and non-controlling joint venture interests (13.9) (12.7)
(viii) Deferred tax in respect of EPRA adjustments (269.7) (17.8)
(ix) Adjustments (i) to (viii) above in respect of joint ventures (unless already included under proportional consolidation) 110.3 (329.9)
(x) External non-controlling interests in respect of the above (29.6) 96.5
EPRA Recurring Earnings 1,451.9 1,472.5
Average number of shares 143,126,147 139,497,322
EPRA Recurring Earnings per Share (REPS) €10.14 €10.56
EPRA Recurring Earnings per Share growth (3.9%) 4.1%
Adjusted Recurring Earnings per Share (AREPS) €9.58 €9.85
Adjusted Recurring Earnings per Share growth
(2.7%) 2.4%
Figures may not add up due to rounding.
(1) EPRA: European Public Real Estate Association.
(2) Best Practices Recommendations. See www.epra.com
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4.1.6.2 EPRA NRV, NTA and NDV
For a more detailed description of the EPRA NRV, NTA and NDV new metrics, please see the section 4.1.3.
A) Synthesis
Dec. 31, 2025
Dec. 31, 2024 Change
EPRA NRV €/share 143.80 143.80 0.0%
EPRA NTA €/share 112.80 111.00 1.6%
EPRA NDV €/share 113.40 116.90 (3.0%)
B) Detailed calculation as at December 31, 2025, and as at December 31, 2024
Dec. 31, 2025
Dec. 31, 2024
EPRA NRV EPRA NTA EPRA NDV
EPRA NRV EPRA NTA EPRA NDV
Equity attributable to the holders of the Stapled Shares (IFRS) 15,897 15,897 15,897 15,850 15,850 15,850
Include / Exclude*:
i) Hybrid instruments 188 188 188 134 134 134
Diluted NAV 16,085 16,085 16,085 15,984 15,984 15,984
Include*:
ii.a) Revaluation of IP (if IAS 40 cost option is used) 0 0 0 0 0 0
ii.b) Revaluation of IPUC
(a)
(if IAS 40 cost option is used) 0 0 0 0 0 0
ii.c) Revaluation of other non-current investments
(b)
000 00 0
iii) Revaluation of tenant leases held as finance leases
(c)
000 00 0
iv) Revaluation of trading properties
(d)
000 00 0
Diluted NAV at Fair Value 16,085 16,085 16,085 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 2,123 2,123 – 1,958 1,958 –
v.b) Effective deferred taxes on capital gains - (1,062) – – (979) –
vi) Fair value of financial instruments 303 303 – 374 374 –
vii) Goodwill as a result of deferred tax (171) (171) (171) (175) (175) (175)
viii.a) Goodwill as per the IFRS balance sheet (net of vii)) – (456) (456) – (631) (631)
viii.b) Intangibles as per the IFRS balance sheet – (726) – – (792) –
Include*:
ix) Fair value of fixed interest rate debt – – 1,298 – – 1,910
x) Revaluation of intangibles to fair value 1,076 – 1,024 – –
xi) Real estate transfer tax
(f)
1,839 580 – 1,855 485 –
NAV 21,255 16,678 16,757 21,020 16,225 17,088
Fully diluted number of shares 147,821,988 147,821,988 147,821,988 146,139,350 146,139,350 146,139,350
NAV per share
€143.80 €112.80 €113.40 €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 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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4.1.6.3 EPRA Net Initial Yields
The following table provides the Group yields according to the EPRA Net Initial Yield definitions per segment for URW’s Net Initial Yields (on a
proportionate basis):
A) Synthesis
Dec. 31, 2025
Dec. 31, 2024
Shopping
Centres
(c)
Offices &
Others
(c)
Shopping
Centres
(c)
Offices &
Others
(c)
Unibail-Rodamco-Westfield yields 5.3% 6.9% 5.4% 6.8%
Effect of vacant units – (1.0%) – (0.5%)
Effect of EPRA adjustments on NRI 0.1% 0.0% 0.1% 0.0%
Effect of estimated transfer taxes and transaction costs (0.2%) (0.1%) (0.2%) (0.2%)
EPRA topped-up yields
(a)
5.2% 5.8% 5.3% 6.1%
Effect of lease incentives (0.2%) (2.5%) (0.2%) (1.5%)
EPRA Net Initial Yields
(b)
5.0% 3.4% 5.1% 4.6%
Figures may not add up due to rounding.
(a) EPRA topped-up yield: EPRA Net Initial Yield adjusted in respect of the expiration of rent-free periods (or other unexpired lease incentives such as discounted rent periods and
step rents).
(b) EPRA Net Initial Yield: annualised rental income based on the cash rents passing at the balance sheet date, less non-recoverable property operating expenses, divided by the
Gross Market Value of the portfolio.
(c) Assets under development or not controlled by URW, the Westfield trademark and the airport activities are not included in the calculation.
B) Detailed calculation
Dec. 31, 2025
Dec. 31, 2024
Shopping
Centres
(a)
Offices &
Others
(a)
Shopping
Centres
(a)
Offices &
Others
(a)
EPRA topped-up NRI (=A) € Mn 2,099 52 2,136 110
Valuation including transfer taxes (=B) € Mn 40,165 882 40,460 1,798
EPRA topped-up yields (=A/B) % 5.2% 5.8% 5.3% 6.1%
EPRA NRI (=C) € Mn 2,027 30 2,054 83
Valuation including transfer taxes (=B) € Mn 40,165 882 40,460 1,798
EPRA Net Initial Yields (=C/B)
% 5.0% 3.4% 5.1% 4.6%
(a) Assets under development or not controlled by URW, the trademark and the airport activities are not included in the calculation.
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4.1.6.4 EPRA LTV
A) Detailed calculation as at December 31, 2025
As at December 31, 2025
EPRA LTV Metric in € Mn
Proportionate Consolidation
Group IFRS
as reported
Share of JV
Share of material
associates
(a)
Non-controlling
Interest
(b)
Combined
Include:
Bonds 18,36600018,366
Hybrids 1,8330001,833
Borrowings from financial institutions 2,714 1,223 572 (490) 4,019
Commercial paper 8500085
Foreign currency derivatives 00000
Net payables 272 (8) 9 5 278
Gross debt 23,270 1,215 581 (485) 24,581
Exclude:
Cash and cash equivalent 2,681 127 111 123 2,796
Net debt (=A) 20,589 1,087 470 (362) 21,785
Include:
Investment properties at fair value 36,413 6,510 2,110 (5,679) 39,354
Properties under development 474 53 0 (64) 463
Shares and investments in companies accounted for using
theequitymethod 6,863 (5,395) (1,454) 0 14
Properties held for sale/Inventories 113 33 0 0 146
Intangibles 2,039 0 0 (246) 1,793
Goodwill 6500065
Financial assets 154 0 0 104 258
Total property Value (=B) 46,122 1,201 655 (5,886) 42,093
LTV ratio (=A/B) 44.6% 51.8%
Transfer taxes (=C) 1,880 244 92 (374) 1,842
LTV ratio including Transfer Taxes (=A/(B+C))
42.9% 49.6%
Figures may not add up due to rounding.
(a) Corresponds to the share of Crossroads, Złote Tarasy, Trinity, St James Quarter and Triangle project.
(b) Corresponds to the minority stake into the fully consolidated entities.
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B) Detailed calculation as at December 31, 2024
As at December 31, 2024
EPRA LTV Metric in € Mn
Group IFRS
as reported
Proportionate Consolidation
CombinedShare of JV
Share of material
associates
(a)
Non-controlling
Interest
(b)
Include:
Bonds 22,321 0 0 0 22,321
Hybrids 1,845 0 0 0 1,845
Borrowings from financial institutions 3,015 1,406 519 (465) 4,476
Commercial paper 0 0 0 0 0
Net payables 276 10 0 34 320
Gross debt 27,457 1,416 519 (431) 28,962
Exclude:
Cash and cash equivalent 5,289 151 142 (103) 5,479
Net debt (=A) 22,168 1,265 378 (328) 23,482
Include:
Investment properties at fair value 36,709 7,063 1,803 (5,285) 40,291
Properties under development 403 48 0 (69) 382
Shares and investments in companies accounted for using
theequitymethod 7,020 (5,780) (1,215) 0 24
Properties held for sale/Inventories 745 29 0 0 774
Intangibles 2,029 0 0 (231) 1,798
Goodwill 86 0 0 0 86
Financial assets 160 0 0 174 334
Total property Value (=B) 47,151 1,360 589 (5,411) 43,688
LTV ratio (=A/B) 47.0% 53.8%
Transfer taxes (=C) 1,858 256 72 (328) 1,857
LTV ratio including Transfer Taxes (=A/(B+C))
45.2% 51.6%
Figures may not add up due to rounding.
(a) Corresponds to the share of Crossroads, Złote Tarasy, Trinity and Triangle project.
(b) Corresponds to the minority stake into the fully consolidated entities.
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4.1.6.5 EPRA Vacancy rate
The EPRA vacancy rate is defined as the ERV of vacant spaces divided by the ERV of total space (let plus vacant).
A) Synthesis
EPRA Vacancy Rate - Total URW
Dec. 31, 2025
June 30, 2025 Dec. 31, 2024
Estimated Rental Value of vacant space (A) 143.9 157.9 155.7
Estimated Rental Value of the whole portfolio (B) 2,893.2 3,018.6 2,964.4
EPRA Vacancy rate (A/B) 5.0% 5.2% 5.3%
B) Detail per region
EPRA Vacancy Rate - per region
Dec. 31, 2025
June 30, 2025 Dec. 31, 2024
Subtotal Southern Europe 3.1% 3.1% 3.4%
Subtotal Central Europe 2.2% 2.6% 2.2%
Subtotal Northern Europe 4.8% 5.6% 5.5%
Subtotal Europe 3.3% 3.6% 3.6%
Subtotal US 7.3% 7.3% 7.2%
Total Shopping Centres 4.6% 4.9% 4.8%
France 17.1% 14.8% 11.5%
Other countries 29.9% 33.0% 32.6%
Total Offices & Others
22.1% 21.9% 16.8%
Total URW 5.0% 5.2% 5.3%
SHOPPING
CENTRES
OFFICES &
OTHERS
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4.1.6.6 EPRA Cost ratios
EPRA references
Proportionate
2025
2024
Include:
(i-1) Administrative expenses (197.4) (202.8)
(i-2) Development expenses (2.8) (4.9)
(i-3) Operating expenses (354.7) (409.8)
(ii) Net service charge costs/fees (82.3) (71.4)
(iii) Management fees less actual/estimated profit element 0.0 0.0
(iv) Other operating income/recharges intended to cover overhead expenses 0.0 0.0
(v) Share of Joint Ventures expenses (14.5) (14.2)
Exclude (if part of the above):
(vi) Investment Property Depreciation 0.0 0.0
(vii) Ground rents costs 0.0 0.0
(viii) Service charge costs recovered through rents but not separately invoiced 229.4 226.1
EPRA Costs (including direct vacancy costs) (A) (422.3) (477.1)
(ix) Direct vacancy costs (82.3) (71.4)
EPRA Costs (excluding direct vacancy costs) (B) (340.0) (405.7)
(x) Gross Rental Income (GRI) less ground rents 2,585.0 2,657.0
(xi) Less: service fee and service charge costs component of GRI (if relevant) (229.4) (226.1)
(xii) Add Share of Joint Ventures (Gross Rental Income less ground rents) 120.0 115.5
Gross Rental Income (C) 2,475.5 2,546.3
EPRA Cost Ratio (including direct vacancy costs) (A/C) 17.1% 18.7%
EPRA Cost Ratio (excluding direct vacancy costs) (B/C) 13.7% 15.9%
Figures may not add up due to rounding.
Note: The calculation is based on the EPRA recommendations and is applied on Shopping Centres and Offices & Others sectors.
4.1.6.7 Capital Expenditure
in € Mn
Proportionate
2025
2024
100% Group share
100% Group share
Acquisitions
(a)
2.8 2.7 4.2 2.6
Development
(b)
416.9 402.4 920.7 899.6
Like-for-like portfolio
(c)
417.8 373.2 426.1 381.2
Other
(d)
82.1 75.2 98.1 92.4
Total Capital Expenditure 919.6 853.5 1,449.0 1,375.8
Conversion from accruals to cash basis 10.9 26.9 (77.6) (86.2)
Total Capital Expenditure on cash basis
930.5 880.5 1,371.5 1,289.5
Figures may not add up due to rounding.
(a) In 2025, includes mainly acquisitions of land plots.
(b) In 2025, includes mainly the capital expenditures related to Westfield Hamburg-Überseequartier and Coppermaker Square development projects.
(c) In 2025, includes mainly the capital expenditures related to Westfield Černý Most, Westfield Mall of Scandinavia and Westfield Vélizy 2. Capital expenditure on the like-for-like
portfolio includes capital expenditure on extensions and works on standing assets or refurbishments recently delivered. In 2025, URW spent €114.4Mn on replacement
capex, Group share.
(d) In 2025, includes eviction costs and tenant incentives, external letting fees, capitalised interest relating to projects and other capitalised expenses of -€5.4 Mn, €10.1 Mn,
€63.8 Mn and €13.6 Mn, respectively (amounts in Group share).
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4.2 Other information
4.2.1 Group consolidated data
Leasing activity
(1)
- Shopping Centres
Region
Lettings/re-lettings/renewals excluding Pipeline
MGR Signed on deals above
3 years firm duration (€ Mn)
MGR Signed on deals below or equal
3 years firm duration (€ Mn)
2025
2024
2025
2024
Southern Europe 89.1 98.1 11.4 7.3
Central Europe 76.8 85.5 16.6 22.6
Northern Europe 76.0 80.0 13.7 15.6
Total Europe 241.8 263.6 41.7 45.5
US 103.5 91.4 36.3 41.5
Total URW 345.3 355.0 78.0 87.0
Net Rental Income (“NRI”) by segment
Segment
Net Rental Income (€ Mn)
2025
2024 Change (%)
Like-for like
change (%)
Shopping Centres 2,081.0 2,073.4 0.4% 3.8%
(a)
Offices & Others 66.9 102.4 (34.7%) (11.5%)
Convention & Exhibition 98.7 138.6 (28.8%) (6.2%)
(b)
Total URW
2,246.6 2,314.4 (2.9%) 3.1%
(c)
(a) Excluding airports, US Regionals and CBD asset.
(b) Excluding triennial shows, impact of the Olympics and scope changes.
(c) Excluding airports, US Regionals and CBD asset, and, for C&E, triennial shows, impact of the Olympics and scope changes.
Lease expiry schedule
Total URW
(Shopping Centres + Offices & Others)
Lease expiry schedule
MGR (€ Mn)
at date of next
break option As a % of total
MGR (€ Mn)
at expiry date As a % of total
Expired 68.2 3.2% 68.2 3.2%
2026 355.5 16.5% 178.5 8.3%
2027 360.8 16.7% 252.4 11.7%
2028 356.4 16.5% 235.3 10.9%
2029 294.3 13.7% 215.9 10.0%
2030 262.9 12.2% 219.9 10.2%
2031 137.3 6.4% 151.1 7.0%
2032 74.0 3.4% 128.9 6.0%
2033 67.3 3.1% 179.1 8.3%
2034 40.9 1.9% 139.8 6.5%
2035 44.2 2.1% 158.0 7.3%
2036 39.8 1.8% 89.4 4.1%
Beyond
53.3
2.5%
138.4
6.4%
Total
2,154.8
100%
2,154.8
100%
(1) FY-2024 figures are restated for disposed assets and FX.
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4.2.2 Consolidated income statement by segment and region
Net result by segment on a proportionate basis (€ Mn)
2025
2024
Recurring
activities
Non-
recurring
activities
(a)
Result
Recurring
activities
Non-
recurring
activities
(a)
Result
Gross rental income 780.9 – 780.9 818.5 – 818.5
Operating expenses and net service charges (82.2) – (82.2) (101.7) – (101.7)
Net rental income 698.7 – 698.7 716.8 – 716.8
Contribution of companies accounted for using the equity method 35.2 0.8 36.0 37.8 (7.9) 29.9
Gains/losses on sales of properties – 7.5 7.5 – (8.5) (8.5)
Valuation movements on assets – 210.7 210.7 – 1.4 1.4
Impairment of goodwill – (154.6) (154.6) – – –
Result from operations Shopping Centres Southern Europe 733.9 64.4 798.3 754.7 (15.0) 739.6
Gross rental income 574.3 – 574.3 577.4 – 577.4
Operating expenses and net service charges (55.0) – (55.0) (64.4) – (64.4)
Net rental income 519.3 – 519.3 513.0 – 513.0
Contribution of companies accounted for using the equity method 54.3 30.1 84.3 49.2 (25.1) 24.1
Gains/losses on sales of properties – (10.4) (10.4) – (35.6) (35.6)
Valuation movements on assets – 295.7 295.7 – (403.6) (403.6)
Impairment of goodwill – (21.7) (21.7) – (45.0) (45.0)
Result from operations Shopping Centres Central Europe 573.6 293.6 867.2 562.2 (509.3) 52.9
Gross rental income 430.8 – 430.8 436.6 – 436.6
Operating expenses and net service charges (82.6) – (82.6) (100.4) – (100.4)
Net rental income 348.2 – 348.2 336.2 – 336.2
Contribution of companies accounted for using the equity method (0.5) 14.9 14.4 (0.1) – (0.1)
Gains/losses on sales of properties – (12.2) (12.2) – (0.7) (0.7)
Valuation movements on assets – 47.4 47.4 – 76.1 76.1
Result from operations Shopping Centres Northern Europe 347.7 50.1 397.8 336.1 75.4 411.5
Gross rental income 740.3 – 740.3 745.6 – 745.6
Operating expenses and net service charges (225.6) – (225.6) (238.3) – (238.3)
Net rental income 514.8 – 514.8 507.3 – 507.3
Contribution of companies accounted for using the equity method – – – – – –
Gains/losses on sales of properties – 114.4 114.4 – (2.4) (2.4)
Valuation movements on assets – 44.2 44.2 – (389.0) (389.0)
Result from operations Shopping Centres United States 514.8 158.6 673.4 507.3 (391.4) 115.9
TOTAL RESULT FROM OPERATIONS SHOPPING CENTRES 2,170.0 566.7 2,736.7 2,160.3 (840.4) 1,320.0
Gross rental income 50.7 – 50.7 82.2 – 82.2
Operating expenses and net service charges (3.2) – (3.2) (1.4) – (1.4)
Net rental income 47.5 – 47.5 80.9 – 80.9
Contribution of companies accounted for using the equity method 4.1 (3.0) 1.1 (0.0) (2.0) (2.1)
Gains/losses on sales of properties – 36.4 36.4 – (14.9) (14.9)
Valuation movements on assets – (57.4) (57.4) – (139.6) (139.6)
Result from operations Offices & Others France 51.6 (24.1) 27.6 80.8 (156.6) (75.7)
Gross rental income 36.0 – 36.0 31.4 – 31.4
Operating expenses and net service charges (16.5) – (16.5) (9.9) – (9.9)
Net rental income 19.4 – 19.4 21.6 – 21.6
Contribution of companies accounted for using the equity method 0.0 – 0.0 – – -
Gains/losses on sales of properties – 1.1 1.1 – 47.9 47.9
Valuation movements on assets – (183.1) (183.1) – (472.1) (472.1)
Result from operations Offices & Others Other countries 19.4 (182.0) (162.5) 21.6 (424.2) (402.6)
TOTAL RESULT FROM OPERATIONS OFFICES & OTHERS 71.1 (206.0) (134.9) 102.4 (580.8) (478.4)
SHOPPING CENTRES
SOUTHERN EUROPECENTRAL EUROPENORTHERN EUROPEUNITED STATES
OFFICES & OTHERS
FRANCEOTHER COUNTRIES
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Net result by segment on a proportionate basis (€ Mn)
2025
2024
Recurring
activities
Non-
recurring
activities
(a)
Result
Recurring
activities
Non-
recurring
activities
(a)
Result
Gross rental income 203.9 – 203.9 248.0 – 248.0
Operating expenses and net service charges (105.3) – (105.3) (109.3) – (109.3)
Net rental income 98.7 – 98.7 138.6 – 138.6
On-site property services net income 60.1 – 60.1 81.2 – 81.2
Contribution of companies accounted for using the equity method 0.8 (0.8) 0.0 (1.1) (0.6) (1.8)
Valuation movements, depreciation, capital gains – 6.1 6.1 – (49.5) (49.5)
TOTAL RESULT FROM OPERATIONS C&E 159.6 5.3 164.9 218.6 (50.1) 168.5
Net property development and project management income 20.6 – 20.6 18.8 – 18.8
Other property services net income 36.5 – 36.5 35.8 – 35.8
General expenses (170.9) – (170.9) (179.2) – (179.2)
Development expenses (2.8) – (2.8) (4.9) – (4.9)
Acquisition and other costs
– (14.0) (14.0) – (12.7) (12.7)
NET OPERATING RESULT BEFORE DEPRECIATION AND IMPAIRMENT
OFASSETS
2,284.1 352.0 2,636.1 2,351.9 (1,484.0) 867.9
Depreciation and impairment of tangible and intangible assets (42.8) (10.9) (53.7) (41.0) 6.0 (35.0)
NET OPERATING RESULT 2,241.2 341.1 2,582.3 2,310.8 (1,477.9) 832.9
Result from non consolidated companies 2.3 (0.0) 2.3 2.6 0.0 2.6
Financing result
(487.2) (245.0) (732.2) (515.2) 79.7 (435.6)
RESULT BEFORE TAX 1,756.4 96.1 1,852.5 1,798.2 (1,398.3) 399.9
Income tax expenses
(95.2) (250.1) (345.3) (97.2) (24.5) (121.7)
NET RESULT FOR THE PERIOD 1,661.3 (154.1) 1,507.2 1,701.0 (1,422.8) 278.2
External non-controlling interests
(209.4) (29.6) (239.0) (228.5) 96.5 (132.0)
NET RESULT FOR THE PERIOD ATTRIBUTABLE TO THE HOLDERS
OFTHESTAPLED SHARES
1,451.9 (183.6) 1,268.2 1,472.5 (1,326.3) 146.2
(a) Non-recurring activities include valuation movements, disposals, mark-to-market and termination costs of financial instruments, bond tender premiums, impairment of
goodwill or recognition of negative goodwill, amortization of fair value of assets and liabilities recorded for the purpose of purchase price allocation, as well as restructuring
costs, costs directly incurred during a business combination, and other non-recurring items.
CONVENTION &
EXHIBITION
FRANCE
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Activity review
Universal Registration Document 2025 | UNIBAIL-RODAMCO-WESTFIELD
CHAPTER5
FINANCIAL
STATEMENTS AS AT
DECEMBER 31, 2025
5.1 Consolidated financial statements 317
5.1.1 Consolidated statement of comprehensive income 318
5.1.2 Consolidated statement of financial position 320
5.1.3 Consolidated statement of cash flows 321
5.1.4 Consolidated statement of changes in equity 322
5.2 Notes to the consolidated Financial Statements 323
5.3 Statutory financial statements
as at December 31, 2025
400
5.3.1 Balance sheet as at December 31, 2025 400
5.3.2 Income statement as at December 31, 2025 402
5.3.3 Breakdown of income statement by region 403
5.4 Notes to the statutory financial statements 404
5.5 Statutory auditors’ report on the consolidated
financial statements
438
5.6 Statutory auditors’ report on the financial
statements
444
5.7 Statutory auditors’ special report on regulated
agreements
449
5.7.1 Agreements submitted for approval by the Annual General Meeting 449
5.8 Other information 451
5.8.1 Supplier and customer payment dates 451
5.8.2 Results for Unibail-Rodamco-Westfield SE over the past 5 financial years 453
5.
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On February 9, 2026, the Management Board (“MB”) approved the
consolidated financial statements of Unibail-Rodamco-Westfield SE
(“URW SE”) for the year ended December 31, 2025, and the Supervisory
Board (“SB”) authorised their publication on February 11, 2026.
These consolidated financial statements will be submitted for
approval at the Annual General Meeting (“AGM”) expected to be held
on May 6, 2026.
5.1 Consolidated financial statements
The financial statements are presented in millions of euros, rounded to the nearest hundred thousand. As a result, there may be slight differences
between rounded figures.
1234 678CHAPTER 5
5.1 Consolidated financial statements
Financial statements as at December 31, 2025
5.
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5.1.1 Consolidated statement of comprehensive income
Consolidated statement of comprehensive income (€ Mn) | Notes | 2025 | 2024 | |
Gross rental income | 4.2.1/4.4.1 | |||
Ground rents paid | 4.2.1/4.4.2 | ( | ( | |
Service charge income | 4.2.1/4.4.2 | |||
Service charge expenses | 4.2.1/4.4.2 | ( | ( | |
Property operating expenses | 4.2.1/4.4.2 | ( | ( | |
Operating expenses and net service charges | 4.2.1/4.4.2 | ( | ( | |
Net rental income | ||||
Property development and project management revenue | ||||
Property development and project management costs | ( | ( | ||
Net property development and project management income | 4.4.4 | |||
Property services and other activities revenues | ||||
Property services and other activities expenses | ( | ( | ||
Net property services and other activities income | 4.2.1/4.4.3 | |||
Share of the result of companies accounted for using the equity method | ||||
Income on financial assets | ||||
Contribution of companies accounted for using the equity method | 6.2 | |||
Corporate expenses | ( | ( | ||
Depreciation of other tangible and intangible assets | ( | ( | ||
Administrative expenses | 4.4.5 | ( | ( | |
Acquisition and other costs | 4.4.6 | ( | ( | |
Proceeds from disposal of investment properties | ||||
Carrying value of investment properties sold | ( | ( | ||
Result on disposal of investment properties and loss of control (1) | 3.4.2 | ( | ||
Valuation gains on assets | ||||
Valuation losses on assets | ( | ( | ||
Valuation movements on assets | 5.5 | ( | ||
Impairment of goodwill | 5.4 | ( | ( | |
NET OPERATING RESULT | ||||
Result from non-consolidated companies | ||||
Financial income | ||||
Financial expenses | ( | ( | ||
Net financing costs | 7.2.1 | ( | ( | |
Fair value adjustments of derivatives, debt and currency effect | 7.2.2 | ( | ||
Debt discounting | 7.2.2 | ( | ( | |
RESULT BEFORE TAX | ||||
Income tax expenses | 8.2 | ( | ( | |
NET RESULT FOR THE PERIOD | ||||
| Net result for the period attributable to: | ||||
• | The holders of the Stapled Shares | |||
• | External non-controlling interests | 3.5.2 | ||
NET RESULT FOR THE PERIOD | ||||
| Net result for the period attributable to the holders of the Stapled Shares analysed by amount | ||||
| attributable to: | ||||
• | Unibail-Rodamco-Westfield SE members | |||
• | Unibail-Rodamco-Westfield N.V. members | ( | ||
NET RESULT FOR THE PERIOD ATTRIBUTABLE TO THE HOLDERS OF THE STAPLED SHARES | ||||
Average number of shares (undiluted) | 12.2 | |||
Net result for the period (Holders of the Stapled Shares) | ||||
Net result for the period per share (Holders of the Stapled Shares) (€) | ||||
Net result for the period restated (Holders of the Stapled Shares) | ||||
Average number of shares (diluted) | 12.2 | |||
Diluted net result per share (Holders of the Stapled Shares) (€) (2) | ||||
5.1 Consolidated financial statements
Financial statements as at December 31, 2025
5.
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Consolidated statement of comprehensive income (€ Mn) | Notes | 2025 | 2024 | |
NET RESULT FOR THE PERIOD | ||||
| Foreign currency differences on translation of financial statements of subsidiaries and net investments | ( | |||
| inthese subsidiaries | ||||
Other comprehensive income that may be subsequently recycled to profit or loss | ( | |||
Employee benefits | ( | |||
Fair value of Financial assets | ( | ( | ||
Other comprehensive income not subsequently recyclable to profit or loss | ( | ( | ||
OTHER COMPREHENSIVE INCOME (3) | ( | |||
NET COMPREHENSIVE INCOME | ||||
• | External non-controlling interests | |||
| NET COMPREHENSIVE INCOME (HOLDERS OF THE STAPLED SHARES) | ||||
(1) The result on disposal of investment properties and loss of control includes both the result on disposal of assets and the result on disposal of shares.
(2) In case of a negative net result for the period, the diluted net result per share is equal to the net result for the period per share.
(3) The amount is net of tax impact.
1234 678CHAPTER 5
5.1 Consolidated financial statements
Financial statements as at December 31, 2025
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5.1.2 Consolidated statement of financial position
Consolidated statement of financial position (€ Mn) | Notes | Dec. 31, 2025 | Dec. 31, 2024 | |
NON-CURRENT ASSETS | ||||
Investment properties | 5.1 | |||
Investment properties at fair value | ||||
Investment properties at cost | ||||
Shares and investments in companies accounted for using the equity method | 6.2 | |||
Other tangible assets | 5.2.2 | |||
Goodwill | 5.4.2 | |||
Intangible assets | 5.3.2 | |||
Investments in financial assets | 7.3.1 | |||
Deferred tax assets | 8.3 | |||
Derivatives at fair value | 7.4 | |||
CURRENT ASSETS | ||||
Properties or shares held for sale | 5.1 | |||
Inventories | ||||
Trade receivables from activity | 7.5.3 | |||
Tax receivables | ||||
Other receivables | ||||
Cash and cash equivalents | 7.3.7 | |||
TOTAL ASSETS | ||||
Equity attributable to the holders of the Stapled Shares | ||||
Share capital | ||||
Additional paid-in capital | ||||
Consolidated reserves | ||||
Hedging and foreign currency translation reserves | ( | |||
Consolidated result | ||||
• | Equity attributable to Unibail-Rodamco-Westfield SE members | |||
• | Equity attributable to Unibail-Rodamco-Westfield N.V. members | ( | ( | |
Hybrid securities | ||||
External non-controlling interests | ||||
TOTAL SHAREHOLDERS' EQUITY | ||||
NON-CURRENT LIABILITIES | ||||
Non-current commitment to external non-controlling interests | 3.5.1 | |||
Non-current bonds and borrowings | 7.3.7 | |||
Non-current lease liabilities | 7.3.3 | |||
Derivatives at fair value | 7.4 | |||
Deferred tax liabilities | 8.3 | |||
Non-current provisions | 9 | |||
Guarantee deposits | ||||
Amounts due on investments | ||||
Other non-current liabilities | ||||
CURRENT LIABILITIES | ||||
Current commitment to external non-controlling interests | 3.5.1 | |||
Amounts due to suppliers and other creditors | ||||
Amounts due to suppliers | ||||
Amounts due on investments | ||||
Sundry creditors | ||||
Other current liabilities | 10 | |||
Current borrowings and amounts due to credit institutions | 7.3.7 | |||
Current lease liabilities | 7.3.3 | |||
Current provisions | 9 | |||
TOTAL LIABILITIES AND EQUITY | ||||
5.1 Consolidated financial statements
Financial statements as at December 31, 2025
5.
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5.1.3 Consolidated statement of cash flows
Consolidated statement of cash flows (€ Mn) | Notes | 2025 | 2024 |
| OPERATING ACTIVITIES | |||
Net result | |||
Depreciation & provisions (1) | |||
Impairment of goodwill | 5.4.2 | ||
Changes in value of property assets | 5.5 | ( | |
Changes in value of financial instruments | 7.2.2 | ( | |
Charges and income relating to stock options and similar items | |||
Net capital gains/losses on disposal of investment properties (2) | 3.4.2 | ( | |
Share of the result of companies accounted for using the equity method | 6.2 | ( | ( |
Income on financial assets | 6.2 | ( | ( |
Dividend income from non-consolidated companies | ( | ( | |
Net financing costs | 7.2.1 | ||
Income tax charge (income) | 8.2 | ||
Cash flow before net financing costs and tax | |||
Income on financial assets | |||
Dividend income and result from companies accounted for using the equity method or non-consolidated (3) | |||
Income tax paid | ( | ( | |
Change in working capital requirement | ( | ( | |
TOTAL CASH FLOW FROM OPERATING ACTIVITIES | |||
| INVESTMENT ACTIVITIES | |||
Property activities | ( | ||
Acquisition of subsidiaries, net of cash acquired | 3.4.1 | ( | ( |
Amounts paid for works and acquisition of property assets | 5.6 | ( | ( |
Repayment of property financing | |||
Increase of property financing | ( | ( | |
Disposal of shares | 3.4.2 | ||
Disposal of investment properties | 3.4.2 | ||
Financial activities | ( | ||
Acquisition of financial assets | ( | ( | |
Repayment of financial assets | |||
TOTAL CASH FLOW FROM INVESTMENT ACTIVITIES | ( | ||
| FINANCING ACTIVITIES | |||
Capital increase of parent company | |||
Change in capital from companies with non-controlling shareholders | |||
New hybrid securities | |||
Repayment of hybrid securities | ( | ||
Distribution paid to parent company shareholders | 12.3 | ( | ( |
Dividends paid to non-controlling shareholders of consolidated companies | ( | ( | |
Coupon on the Hybrid Securities | ( | ( | |
New borrowings and financial liabilities | 7.3.3 | ||
Repayment of borrowings and financial liabilities | 7.3.3 | ( | ( |
Financial income | 7.2.1 | ||
Financial expenses | 7.2.1 | ( | ( |
Other financing activities | 7.3.6 | ( | |
TOTAL CASH FLOW FROM FINANCING ACTIVITIES | ( | ( | |
Change in cash and cash equivalents during the period | ( | ( | |
Net cash and cash equivalents at the beginning of the year | |||
Effect of exchange rate fluctuations on cash held | ( | ||
| Net cash and cash equivalents at period-end | 7.3.7 |
(1) Includes straight-lining of key money and lease incentives.
(2) Includes capital gains/losses on property sales, disposals of short-term investment properties and disposals of operating assets.
(3) In 2024, includes respectively €82.2 Mn of distributions made by US companies accounted for using the equity method, following the disposal of their assets.
1234 678CHAPTER 5
5.1 Consolidated financial statements
Financial statements as at December 31, 2025
Financial statements as at December 31, 2025
5.
5.1 Consolidated financial statements
5.1.4 Consolidated statement of changes in equity
| Equity | |||||||||
| Hedging & | attributable | ||||||||
| foreign | to the | ||||||||
| Additional | currency | holders of | External non- | Total | |||||
| Consolidated statement of changes in | Share | paid-in | Consolidated | translation | Consolidated | the Stapled | Hybrid | controlling | Shareholders' |
equity (€ Mn) | capital | capital | reserves | (1) reserves | net result | Shares | (2) Securities | interests | equity |
Equity as at Dec. 31, 2023 | ( | ( | |||||||
Profitorlossoftheperiod | |||||||||
Other comprehensive income | ( | ||||||||
Net comprehensive income | ( | ||||||||
Earningsappropriation | ( | ||||||||
Distribution related to 2023 | ( | ( | ( | ( | |||||
| Stock options, Performance shares | |||||||||
| andCompany Savings Plan | |||||||||
Share-based payment | |||||||||
HybridSecurities | |||||||||
Coupon on the Hybrid Securities | ( | ( | ( | ||||||
Transactions with non-controlling interests | ( | ||||||||
| Changes in scope of consolidation | |||||||||
| andother movements | |||||||||
Equity as at Dec. 31, 2024 | |||||||||
Profit or loss of the period | |||||||||
Other comprehensive income | ( | ( | ( | ( | ( | ||||
Net comprehensive income | ( | ( | |||||||
Earnings appropriation | ( | | |||||||
Distribution related to 2024 | ( | | ( | ( | ( | ||||
| Stock options, Performance shares | | ||||||||
| andCompany Savings Plan | |||||||||
Share-based payment | |||||||||
Hybrid Securities | ( | ( | ( | ( | |||||
Coupon on the Hybrid Securities | ( | ( | ( | ||||||
Transactions with non-controlling (3) | ( | ( | |||||||
| Changes in scope of consolidation | ( | ( | |||||||
| andother movements | |||||||||
| Equity as at Dec. 31, 2025 | ( |
interests
(1) The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. The hedging
reserve is used to record the effect of hedging net investments in foreign operations. The impact on Other comprehensive income in 2025 is explained mainly by the
depreciation of the US dollar compared to the euro.
(2) As at December 31, 2025, the Group's hybrid instruments include the following tranches:
• €332.9 Mn of Hybrid Perp NC 2026 with a 2.875% coupon and callable in 2026;
• €815 Mn of Hybrid Perp NC 2030 with a 4.875% coupon and callable in 2030; and
• €685 Mn of Hybrid Perp NC 2031 with a 4.750% coupon and callable in 2031.
The impact of -€15.9 Mn corresponds to the decrease in the nominal value net of transaction costs compared to December 31, 2024, after the operations described in note
1.1.5 Tender Offer Hybrid on the NC 2028 and NC 2026 hybrid notes.
(3) Includes mainly the impact of a capital increase within the Viparis entities and the impact of the disposal of additional 15% stake in Westfield Forum des Halles (see note 1.1.3
Disposals in 2025).
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5.
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5.2 Notes to the consolidated Financial Statements
Note 1. Significant events 324
1.1 Significant events of 2025 324
1.2 Significant events of 2024 326
Note 2. Accounting policies 328
2.1 IFRS basis adopted 328
2.2 Estimates and assumptions 328
2.3 Climate change and risks 329
Note 3. Scope of consolidation 330
3.1 Accounting principles 330
3.2 Consolidation of Unibail-Rodamco-Westfield N.V. 332
3.3 Description of significant controlled partnerships 332
3.4 Acquisitions and disposals 333
3.5 Non-controlling interests and commitment
to purchase non-controlling interests
334
3.6 Description of significant joint operations 335
Note 4. Net Recurring Result
and Segment reporting 335
4.1 Accounting principles 335
4.2 Consolidated financial statements on a
proportionate basis 336
4.3 Net recurring result definition 338
4.4 Net result by segment on a proportionate basis 339
4.5 Other information by segment on a proportionate
basis 344
Note 5. Investment properties,
tangible and intangible assets,
Goodwill 347
5.1 Investment properties 347
5.2 Tangible assets 353
5.3 Intangible assets 354
5.4 Goodwill 356
5.5 Valuation movements on assets 359
5.6 Amounts paid for works and acquisition of
property assets (consolidated statement of cash
flows) 359
Note 6. Shares and investments
in companies accounted
for using the equity method 360
6.1 Accounting principles 360
6.2 Shares and investments in companies accounted
for using the equity method 360
6.3 Joint ventures 361
6.4 Associates 363
6.5 Transactions with related parties (joint ventures
and associates) 364
Note 7. Financing and financial
instruments 365
7.1 Accounting principles 365
7.2 Financing result 367
7.3 Financial assets and liabilities 368
7.4 Hedging instruments 374
7.5 Risk management policy 375
7.6 Market risk 376
7.7 Carrying value of financial instruments per category 379
Note 8. Taxes 382
8.1 Accounting principles 382
8.2 Income tax expenses 383
8.3 Deferred tax 384
Note 9. Provisions 386
Note 10. Other current liabilities 386
Note 11. Employee remuneration
and benefits 386
11.1 Headcount 386
11.2 Personnel costs 386
11.3 Employee benefits 387
Note 12. Share capital and
distribution 392
12.1 Capital management 392
12.2 Number of shares 392
12.3 Distribution 393
Note 13. Off-balance sheet
commitments
and contingent liabilities 394
13.1 Commitments given 394
13.2 Commitments received 396
13.3 Contingent liabilities 396
Note 14. Subsequent events 396
Note 15. List of the main consolidated
companies 397
Note 16. Relationship with the
Statutory auditors 399
1234 678CHAPTER 5
5.2 Notes to the consolidated Financial Statements
Financial statements as at December 31, 2025
5.
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Note 1. Significant events
1.1. Significant events of 2025
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1.1.4. Retail opening of Westfield
Hamburg-Überseequartier
2025 marked the successful retail opening of Westfield Hamburg-
Überseequartier in April 2025 (98% let, 92% open), the start of the
cruise terminal operations in April 2025 following the handover to the
Hamburg Port Authorities, as well as the handover of an office building
to Shell in May 2025.
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1.2. Significant events of 2024
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Note 3. Scope of consolidation
3.1. Accounting principles
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| (€ Mn) | 2025 | 2024 |
Acquisition price of shares | (2.6) | (33.5) |
Cash and current accounts | (59.6) | (35.4) |
Acquisition of subsidiaries net of cash acquired | (62.2) | (68.9) |
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| (€ Mn) | 2025 | 2024 |
Net capital gains/losses on disposal of assets | 22.4 | 16.6 |
Proceeds from disposal of assets | 724.3 | 497.3 |
Carrying values of disposed assets | (701.9) | (480.7) |
Net capital gains/losses on disposal of shares | 97.6 | (25.2) |
Proceeds from disposal of shares | 408.4 | 124.7 |
Carrying values of disposed shares | (290.5) | (149.9) |
Exit of goodwill | (20.3) | – |
Net capital gains/losses on disposal of investment properties and loss of control | 120.1 | (8.6) |
| (€ Mn) | 2025 | 2024 |
Net price of shares sold | 584.2 | 313.0 |
Cash and current accounts | 318.1 | 113.6 |
Disposal of shares/consolidated subsidiaries (1) | 902.4 | 426.5 |
Disposal of investment properties (2) | 719.1 | 493.7 |
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4.2. Consolidated financial statements on a proportionate basis
4.2.1. Consolidated statement of comprehensive income on a proportionate basis
| Consolidated income statement | 2025 | Total 2025 | 2024 | Total 2024 | |||
| (€ Mn) | IFRS | Proportionate | Proportionate | IFRS | Proportionate | Proportionate | |
Gross rental income | 2,328.2 | 488.8 | 2,817.0 | 2,426.9 | 512.8 | 2,939.8 | |
Ground rents paid | (29.8) | (0.6) | (30.4) | (37.0) | (0.5) | (37.5) | |
Service charge income | 382.1 | 65.3 | 447.5 | 394.6 | 67.1 | 461.7 | |
Service charge expenses | (449.4) | (75.9) | (525.3) | (456.2) | (77.0) | (533.2) | |
Property operating expenses | (358.8) | (103.3) | (462.2) | (403.8) | (112.5) | (516.3) | |
Operating expenses and net service charges | (455.9) | (114.4) | (570.3) | (502.4) | (123.0) | (625.4) | |
Net rental income | 1,872.3 | 374.3 | 2,246.6 | 1,924.6 | 389.8 | 2,314.4 | |
Property development and project management revenue | 49.2 | – | 49.2 | 72.7 | (0.1) | 72.5 | |
Property development and project management costs | (28.6) | – | (28.6) | (53.8) | 0.2 | (53.7) | |
Net property development and project management income | 20.6 | – | 20.6 | 18.8 | 0.0 | 18.8 | |
Property services and other activities revenues | 298.9 | 0.3 | 299.2 | 361.9 | 0.5 | 362.4 | |
Property services and other activities expenses | (216.8) | (2.2) | (219.0) | (259.1) | (3.8) | (262.9) | |
Net property services and other activities income | 82.1 | (1.9) | 80.2 | 102.8 | (3.2) | 99.5 | |
Share of the result of companies accounted for using the equity method | 488.6 | (379.9) | 108.7 | 35.6 | (20.3) | 15.3 | |
Income on financial assets | 41.5 | (14.3) | 27.2 | 51.2 | (16.2) | 34.9 | |
| Contribution of companies accounted for using | 530.1 | (394.2) | 135.9 | 86.7 | (36.6) | 50.2 | |
| the equity method | |||||||
Corporate expenses | (171.2) | (2.4) | (173.6) | (179.6) | (4.5) | (184.1) | |
Depreciation of other tangible and intangible assets | (26.5) | – | (26.5) | (23.6) | – | (23.6) | |
Administrative expenses | (197.7) | (2.4) | (200.1) | (203.2) | (4.5) | (207.7) | |
Acquisition and other costs | (13.9) | (0.1) | (14.0) | (12.7) | (0.0) | (12.7) | |
Proceeds from disposal of investment properties | 1,132.7 | 16.7 | 1,149.4 | 621.9 | 81.4 | 703.4 | |
Carrying value of investment properties sold | (1,012.7) | 0.0 | (1,012.7) | (630.6) | (87.1) | (717.7) | |
Result on disposal of investment properties and loss of control (1) | 120.1 | 16.7 | 136.8 | (8.6) | (5.6) | (14.3) | |
Valuation gains on assets | 962.3 | 141.3 | 1,103.6 | 805.1 | 52.7 | 857.9 | |
Valuation losses on assets | (659.5) | (91.4) | (750.9) | (1,883.5) | (344.7) | (2,228.2) | |
Valuation movements on assets | 302.8 | 49.9 | 352.7 | (1,078.3) | (292.0) | (1,370.4) | |
Impairment of goodwill | (159.5) | (16.9) | (176.4) | (39.2) | (5.8) | (45.0) | |
NET OPERATING RESULT | 2,556.9 | 25.4 | 2,582.3 | 790.8 | 42.0 | 832.9 | |
Result from non-consolidated companies | 2.3 | (0.0) | 2.3 | 2.7 | (0.0) | 2.6 | |
Financial income | 384.4 | 3.5 | 387.9 | 641.9 | 5.6 | 647.5 | |
Financial expenses | (830.8) | (44.3) | (875.1) | (1,108.0) | (54.7) | (1,162.7) | |
Net financing costs | (446.4) | (40.7) | (487.2) | (466.1) | (49.1) | (515.2) | |
Fair value adjustments of derivatives, debt and currency effect | (244.1) | (0.8) | (244.9) | 63.8 | 16.0 | 79.8 | |
Debt discounting | (0.1) | – | (0.1) | (0.1) | – | (0.1) | |
RESULT BEFORE TAX | 1,868.7 | (16.2) | 1,852.5 | 391.0 | 8.9 | 399.9 | |
Income tax expenses | (361.5) | 16.2 | (345.3) | (112.8) | (8.9) | (121.7) | |
NET RESULT FOR THE PERIOD | 1,507.2 | 0.0 | 1,507.2 | 278.2 | (0.0) | 278.2 | |
| Net result for the period attributable to: | |||||||
• | The holders of the Stapled Shares | 1,268.2 | – | 1,268.2 | 146.2 | – | 146.2 |
• | External non-controlling interests | 239.0 | – | 239.0 | 132.0 | – | 132.0 |
| NET RESULT FOR THE PERIOD | 1,507.2 | – | 1,507.2 | 278.2 | – | 278.2 | |
(1) The result on disposal of investment properties includes both the result on disposal of assets and the result on disposal of shares.
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4.2.2. Consolidated statement of financial position on a proportionate basis
| Dec. 31, 2025 | Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2024 | ||||
| Consolidated statement of financial position (€ Mn) | IFRS | Proportionate | Proportionate | IFRS | Proportionate | Proportionate | |
NON-CURRENT ASSETS | 45,709.9 | 1,198.9 | 46,908.8 | 46,423.5 | 1,380.6 | 47,804.1 | |
Investment properties | 36,887.5 | 6,562.9 | 43,450.4 | 37,111.6 | 7,110.8 | 44,222.4 | |
Investment properties at fair value | 36,413.2 | 6,509.9 | 42,923.1 | 36,708.8 | 7,063.2 | 43,772.0 | |
Investment properties at cost | 474.3 | 53.0 | 527.3 | 402.8 | 47.6 | 450.4 | |
| Shares and investments in companies accounted for using the equity | 6,863.0 | (5,395.0) | 1,468.0 | 7,019.5 | (5,780.5) | 1,239.0 | |
| method | |||||||
Other tangible assets | 100.2 | 2.9 | 103.1 | 114.4 | 2.9 | 117.3 | |
Goodwill | 626.2 | 25.3 | 651.5 | 806.0 | 42.2 | 848.2 | |
Intangible assets | 760.5 | – | 760.5 | 840.2 | – | 840.2 | |
Investments in financial assets | 263.0 | 1.9 | 264.9 | 269.1 | 3.0 | 272.1 | |
Deferred tax assets | 14.2 | 0.9 | 15.1 | 12.1 | 1.3 | 13.4 | |
Derivatives at fair value | 195.3 | – | 195.3 | 250.6 | 0.9 | 251.5 | |
CURRENT ASSETS | 3,974.1 | 276.0 | 4,250.1 | 7,122.1 | 281.6 | 7,403.7 | |
Properties or shares held for sale | 91.9 | 4.6 | 96.5 | 727.2 | – | 727.2 | |
Inventories | 21.2 | 28.3 | 49.5 | 17.6 | 29.3 | 46.9 | |
Trade receivables from activity | 658.7 | 103.2 | 761.9 | 487.9 | 91.4 | 579.3 | |
Tax receivables | 220.4 | 6.0 | 226.4 | 225.8 | 6.6 | 232.4 | |
Other receivables | 301.4 | 6.5 | 307.9 | 374.7 | 3.1 | 377.8 | |
Cash and cash equivalents | 2,680.5 | 127.4 | 2,807.9 | 5,288.9 | 151.2 | 5,440.1 | |
TOTAL ASSETS | 49,684.0 | 1,474.9 | 51,158.9 | 53,545.6 | 1,662.2 | 55,207.8 | |
Equity attributable to the holders of the Stapled Shares | 15,897.1 | – | 15,897.1 | 15,849.7 | – | 15,849.7 | |
Share capital | 716.8 | – | 716.8 | 713.1 | – | 713.1 | |
Additional paid-in capital | 12,900.0 | – | 12,900.0 | 13,384.8 | – | 13,384.8 | |
Consolidated reserves | 1,308.6 | – | 1,308.6 | 1,350.0 | – | 1,350.0 | |
Hedging and foreign currency translation reserves | (296.5) | – | (296.5) | 255.5 | – | 255.5 | |
Consolidated result | 1,268.2 | – | 1,268.2 | 146.2 | – | 146.2 | |
• | Equity attributable to Unibail-Rodamco-Westfield SE members | 16,836.6 | – | 16,836.6 | 16,610.4 | – | 16,610.4 |
• | Equity attributable to Unibail-Rodamco-Westfield N.V. members | (939.5) | – | (939.5) | (760.7) | – | (760.7) |
Hybrid securities | 1,805.2 | – | 1,805.2 | 1,821.1 | – | 1,821.1 | |
External non-controlling interests | 3,994.6 | – | 3,994.6 | 3,366.9 | – | 3,366.9 | |
TOTAL SHAREHOLDERS' EQUITY | 21,696.9 | – | 21,696.9 | 21,037.7 | – | 21,037.7 | |
NON-CURRENT LIABILITIES | 24,858.1 | 835.6 | 25,693.7 | 27,333.2 | 1,357.8 | 28,691.0 | |
Non-current commitment to external non-controlling interests | 16.9 | 0.8 | 17.7 | 20.5 | 1.1 | 21.6 | |
Non-current bonds and borrowings | 21,021.1 | 735.5 | 21,756.6 | 23,419.1 | 1,238.4 | 24,657.5 | |
Non-current lease liabilities | 549.5 | 2.0 | 551.5 | 893.4 | 2.2 | 895.6 | |
Derivatives at fair value | 798.7 | – | 798.7 | 761.7 | – | 761.7 | |
Deferred tax liabilities | 2,077.2 | 68.4 | 2,145.6 | 1,867.2 | 88.3 | 1,955.5 | |
Non-current provisions | 88.7 | 3.1 | 91.8 | 64.9 | 3.1 | 68.0 | |
Guarantee deposits | 257.7 | 25.7 | 283.4 | 260.9 | 23.3 | 284.2 | |
Amounts due on investments | 21.9 | 0.1 | 22.0 | 15.7 | 0.1 | 15.8 | |
Other non-current liabilities | 26.4 | – | 26.4 | 29.8 | 1.3 | 31.1 | |
CURRENT LIABILITIES | 3,129.1 | 639.3 | 3,768.3 | 5,174.7 | 304.4 | 5,479.1 | |
Current commitment to external non-controlling interests | 71.4 | 0.1 | 71.5 | 73.3 | 0.1 | 73.4 | |
Amounts due to suppliers and other creditors | 1,075.3 | 100.4 | 1,175.7 | 1,122.6 | 104.5 | 1,227.1 | |
Amounts due to suppliers | 297.6 | 49.2 | 346.8 | 240.1 | 58.7 | 298.8 | |
Amounts due on investments | 502.6 | 29.3 | 531.9 | 578.1 | 22.2 | 600.3 | |
Sundry creditors | 275.1 | 21.9 | 297.0 | 304.4 | 23.6 | 328.0 | |
Other current liabilities | 825.3 | 48.6 | 873.9 | 667.6 | 30.0 | 697.6 | |
Current borrowings and amounts due to credit institutions | 1,096.1 | 490.1 | 1,586.2 | 3,161.5 | 169.7 | 3,331.2 | |
Current lease liabilities | 21.7 | 0.1 | 21.8 | 85.9 | 0.1 | 86.0 | |
Current provisions | 39.2 | – | 39.2 | 63.8 | – | 63.8 | |
TOTAL LIABILITIES AND EQUITY | 49,684.0 | 1,474.9 | 51,158.9 | 53,545.6 | 1,662.2 | 55,207.8 | |
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| 2025 | 2024 | |||||
| Recurring | Non-recurring | Recurring | Non-recurring | |||
| Net result by segment on a proportionate basis (€ Mn) | activities | activities (1) | Result | activities | activities (1) | Result |
Gross rental income | 780.9 | – | 780.9 | 818.5 | – | 818.5 |
Operating expenses and net service charges | (82.2) | – | (82.2) | (101.7) | – | (101.7) |
Net rental income | 698.7 | – | 698.7 | 716.8 | – | 716.8 |
Contribution of companies accounted for using the equity method | 35.2 | 0.8 | 36.0 | 37.8 | (7.9) | 29.9 |
Gains/losses on sales of properties | – | 7.5 | 7.5 | – | (8.5) | (8.5) |
Valuation movements on assets | – | 210.7 | 210.7 | – | 1.4 | 1.4 |
Impairment of goodwill | – | (154.6) | (154.6) | – | – | – |
Result from operations Shopping Centres Southern Europe | 733.9 | 64.4 | 798.3 | 754.7 | (15.0) | 739.6 |
Gross rental income | 574.3 | – | 574.3 | 577.4 | – | 577.4 |
Operating expenses and net service charges | (55.0) | – | (55.0) | (64.4) | – | (64.4) |
Net rental income | 519.3 | – | 519.3 | 513.0 | – | 513.0 |
Contribution of companies accounted for using the equity method | 54.3 | 30.1 | 84.3 | 49.2 | (25.1) | 24.1 |
Gains/losses on sales of properties | – | (10.4) | (10.4) | – | (35.6) | (35.6) |
Valuation movements on assets | – | 295.7 | 295.7 | – | (403.6) | (403.6) |
Impairment of goodwill | – | (21.7) | (21.7) | – | (45.0) | (45.0) |
Result from operations Shopping Centres Central Europe | 573.6 | 293.6 | 867.2 | 562.2 | (509.3) | 52.9 |
Gross rental income | 430.8 | – | 430.8 | 436.6 | – | 436.6 |
Operating expenses and net service charges | (82.6) | – | (82.6) | (100.4) | – | (100.4) |
Net rental income | 348.2 | – | 348.2 | 336.2 | – | 336.2 |
Contribution of companies accounted for using the equity method | (0.5) | 14.9 | 14.4 | (0.1) | – | (0.1) |
Gains/losses on sales of properties | – | (12.2) | (12.2) | – | (0.7) | (0.7) |
Valuation movements on assets | – | 47.4 | 47.4 | – | 76.1 | 76.1 |
Result from operations Shopping Centres Northern Europe | 347.7 | 50.1 | 397.8 | 336.1 | 75.4 | 411.5 |
Gross rental income | 740.3 | – | 740.3 | 745.6 | – | 745.6 |
Operating expenses and net service charges | (225.6) | – | (225.6) | (238.3) | – | (238.3) |
Net rental income | 514.8 | – | 514.8 | 507.3 | – | 507.3 |
Gains/losses on sales of properties | – | 114.4 | 114.4 | – | (2.4) | (2.4) |
Valuation movements on assets | – | 44.2 | 44.2 | – | (389.0) | (389.0) |
Result from operations Shopping Centres United States | 514.8 | 158.6 | 673.4 | 507.3 | (391.4) | 115.9 |
TOTAL RESULT FROM OPERATIONS SHOPPING CENTRES | 2,170.0 | 566.7 | 2,736.7 | 2,160.3 | (840.4) | 1,320.0 |
Gross rental income | 50.7 | – | 50.7 | 82.2 | – | 82.2 |
Operating expenses and net service charges | (3.2) | – | (3.2) | (1.4) | – | (1.4) |
Net rental income | 47.5 | – | 47.5 | 80.9 | – | 80.9 |
Contribution of companies accounted for using the equity method | 4.1 | (3.0) | 1.1 | (0.0) | (2.0) | (2.1) |
Gains/losses on sales of properties | – | 36.4 | 36.4 | – | (14.9) | (14.9) |
Valuation movements on assets | – | (57.4) | (57.4) | – | (139.6) | (139.6) |
Result from operations Offices & Others France | 51.6 | (24.1) | 27.6 | 80.8 | (156.6) | (75.7) |
Gross rental income | 36.0 | – | 36.0 | 31.4 | – | 31.4 |
Operating expenses and net service charges | (16.5) | – | (16.5) | (9.9) | – | (9.9) |
Net rental income | 19.4 | – | 19.4 | 21.6 | – | 21.6 |
Contribution of companies accounted for using the equity method | 0.0 | – | 0.0 | – | – | – |
Gains/losses on sales of properties | – | 1.1 | 1.1 | – | 47.9 | 47.9 |
Valuation movements on assets | – | (183.1) | (183.1) | – | (472.1) | (472.1) |
Result from operations Offices & Others Other countries | 19.4 | (182.0) | (162.5) | 21.6 | (424.2) | (402.6) |
TOTAL RESULT FROM OPERATIONS OFFICES & OTHERS | 71.1 | (206.0) | (134.9) | 102.4 | (580.8) | (478.4) |
SHOPPING CENTRES
SOUTHERN EUROPECENTRAL EUROPENORTHERN EUROPEUNITED STATES
OFFICES & OTHERS
FRANCEOTHER COUNTRIES
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| 2025 | 2024 | |||||
| Recurring | Non-recurring | Recurring | Non-recurring | |||
| Net result by segment on a proportionate basis (€ Mn) | activities | activities (1) | Result | activities | activities (1) | Result |
Gross rental income | 203.9 | – | 203.9 | 248.0 | – | 248.0 |
Operating expenses and net service charges | (105.3) | – | (105.3) | (109.3) | – | (109.3) |
Net rental income | 98.7 | – | 98.7 | 138.6 | – | 138.6 |
On-site property services net income | 60.1 | – | 60.1 | 81.2 | – | 81.2 |
Contribution of companies accounted for using the equity method | 0.8 | (0.8) | 0.0 | (1.1) | (0.6) | (1.8) |
Valuation movements, depreciation, capital gains | – | 6.1 | 6.1 | – | (49.5) | (49.5) |
| TOTAL RESULT FROM OPERATIONS C&E | 159.6 | 5.3 | 164.9 | 218.6 | (50.1) | 168.5 |
Net property development and project management income | 20.6 | – | 20.6 | 18.8 | – | 18.8 |
Other property services net income | 36.5 | – | 36.5 | 35.8 | – | 35.8 |
General expenses | (170.9) | – | (170.9) | (179.2) | – | (179.2) |
Development expenses | (2.8) | – | (2.8) | (4.9) | – | (4.9) |
Acquisition and other costs | – | (14.0) | (14.0) | – | (12.7) | (12.7) |
NET OPERATING RESULT BEFORE DEPRECIATION AND IMPAIRMENT OF ASSETS | 2,284.1 | 352.0 | 2,636.1 | 2,351.9 | (1,484.0) | 867.9 |
Depreciation and impairment of tangible and intangible assets | (42.8) | (10.9) | (53.7) | (41.0) | 6.0 | (35.0) |
NET OPERATING RESULT | 2,241.2 | 341.1 | 2,582.3 | 2,310.8 | (1,477.9) | 832.9 |
Result from non consolidated companies | 2.3 | (0.0) | 2.3 | 2.6 | 0.0 | 2.6 |
Financing result | (487.2) | (245.0) | (732.2) | (515.2) | 79.7 | (435.6) |
RESULT BEFORE TAX | 1,756.4 | 96.1 | 1,852.5 | 1,798.2 | (1,398.3) | 399.9 |
Income tax expenses | (95.2) | (250.1) | (345.3) | (97.2) | (24.5) | (121.7) |
NET RESULT FOR THE PERIOD | 1,661.3 | (154.1) | 1,507.2 | 1,701.0 | (1,422.8) | 278.2 |
External non-controlling interests | (209.4) | (29.6) | (239.0) | (228.5) | 96.5 | (132.0) |
| NET RESULT FOR THE PERIOD ATTRIBUTABLE TO THE HOLDERS | 1,451.9 | (183.6) | 1,268.2 | 1,472.5 | (1,326.3) | 146.2 |
| OF THE STAPLED SHARES |
CONVENTION &
EXHIBITION
FRANCE
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| € Mn, excluding taxes | 2025 | 2024 |
Shopping Centres | 2,526.4 | 2,578.2 |
Southern Europe | 780.9 | 818.5 |
Central Europe | 574.3 | 577.4 |
Northern Europe | 430.8 | 436.6 |
United States | 740.3 | 745.6 |
Offices & Others | 86.6 | 113.7 |
France | 50.7 | 82.2 |
Other Countries | 36.0 | 31.4 |
Convention & Exhibition | 203.9 | 248.0 |
Total | 2,817.0 | 2,939.8 |
| € Mn, excluding taxes | 2025 | 2024 |
Shopping Centres | 2,052.9 | 2,079.3 |
Southern Europe | 768.4 | 805.5 |
Central Europe | 510.0 | 510.7 |
Northern Europe | 340.7 | 350.2 |
United States | 433.8 | 412.8 |
Offices & Others | 74.4 | 102.0 |
France | 48.6 | 79.9 |
Other Countries | 25.8 | 22.1 |
Convention & Exhibition | 201.0 | 245.6 |
Total | 2,328.2 | 2,426.9 |
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| Minimum future rents per year (€ Mn) | |||
Year | Shopping Centres | Offices & Others | Total |
2026 | 1,882.6 | 54.1 | 1,936.7 |
2027 | 1,532.1 | 50.0 | 1,582.1 |
2028 | 1,227.8 | 46.9 | 1,274.7 |
2029 | 952.0 | 42.8 | 994.9 |
2030 | 730.0 | 39.2 | 769.2 |
2031 | 555.8 | 36.2 | 592.0 |
2032 | 456.4 | 31.5 | 487.8 |
2033 | 367.1 | 27.0 | 394.1 |
2034 | 281.7 | 14.7 | 296.3 |
2035 | 189.4 | 11.7 | 201.2 |
2036 | 122.6 | 9.2 | 131.8 |
Total | 8,297.4 | 363.4 | 8,660.8 |
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| € Mn | 2025 | 2024 |
Net property services and other activities income | 80.2 | 99.5 |
On-site property services net income - Convention & Exhibition | 60.1 | 81.2 |
Depreciation of tangible and intangible assets - Convention & Exhibition | (14.1) | (13.6) |
Other property services net income | 36.5 | 35.8 |
Depreciation of tangible and intangible assets - other property services | (2.3) | (3.8) |
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4.5. Other information by segment on a proportionate basis
4.5.1. Reconciliation between the results by segment and the income statement
of the period on a proportionate basis
For 2025
| Net property | ||||||||||
| development | ||||||||||
| and project | ||||||||||
| management | Contribution | Result on | ||||||||
| income, | of companies | disposal of | Total net | |||||||
| net property | accounted for | investment | Valuation | Acquisition | operating | |||||
| Net rental | services and other | using the | Administra | properties | movements | and other | Impairment | result | ||
| (€ Mn) | income | activities income | equity method | tive expenses | and shares | on assets | costs | of goodwill | 2025 | |
Southern Europe | 698.7 | – | 36.0 | – | 7.5 | 210.7 | – | (154.6) | 798.3 | |
| Shopping | Central Europe | 519.3 | – | 84.3 | – | (10.4) | 295.7 | – | (21.7) | 867.2 |
| Centres | Northern Europe | 348.2 | – | 14.4 | – | (12.2) | 47.4 | – | – | 397.8 |
United States | 514.8 | – | – | – | 114.4 | 44.2 | – | – | 673.4 | |
Total Shopping Centres | 2,081.0 | – | 134.8 | – | 99.3 | 598.0 | – | (176.4) | 2,736.7 | |
| Offices & | France | 47.5 | – | 1.1 | – | 36.4 | (57.4) | – | – | 27.6 |
| Others | Others | 19.4 | – | 0.0 | – | 1.1 | (183.1) | – | – | (162.5) |
Total Offices & Others | 66.9 | – | 1.1 | – | 37.5 | (240.5) | – | – | (134.9) | |
C&E (1) | France | 98.7 | 60.1 | 0.0 | – | – | 6.1 | – | – | 164.9 |
Not allocated | – | 40.7 | – | (200.1) | – | (10.9) | (14.0) | – | (184.3) | |
| Total | 2,246.6 | 100.8 | 135.9 | (200.1) (2) | 136.8 | 352.7 | (14.0) | (176.4) | 2,582.3 |
(1) Convention & Exhibition segment.
(2) Includes depreciation of tangible and intangible assets (-€26.5 Mn) and development expenses (-€2.8 Mn).
For 2024
| Net property | ||||||||||
| development | ||||||||||
| and project | ||||||||||
| management | Contribution | Result on | ||||||||
| income, | of companies | disposal of | Total net | |||||||
| net property | accounted for | investment | Valuation | Acquisition | operating | |||||
| Net rental | services and other | using the | Administra | properties | movements | and other | Impairment | result | ||
| (€ Mn) | income | activities income | equity method | tive expenses | and shares | on assets | costs | of goodwill | 2024 | |
Southern Europe | 716.8 | – | 29.9 | – | (8.5) | 1.4 | – | – | 739.6 | |
| Shopping | Central Europe | 513.0 | – | 24.1 | – | (35.6) | (403.6) | – | (45.0) | 52.9 |
| Centres | Northern Europe | 336.2 | – | (0.1) | – | (0.7) | 76.1 | – | – | 411.5 |
United States | 507.3 | – | – | – | (2.4) | (389.0) | – | – | 115.9 | |
Total Shopping Centres | 2,073.4 | – | 54.0 | – | (47.3) | (715.1) | – | (45.0) | 1,320.0 | |
| Offices & | France | 80.9 | – | (2.1) | – | (14.9) | (139.6) | – | – | (75.7) |
| Others | Others | 21.6 | – | – | – | 47.9 | (472.1) | – | – | (402.6) |
Total Offices & Others | 102.4 | – | (2.1) | – | 33.0 | (611.8) | – | – | (478.4) | |
C&E (1) | France | 138.6 | 81.2 | (1.8) | – | – | (49.5) | – | – | 168.5 |
Not allocated | – | 37.2 | – | (207.7) | – | 6.0 | (12.7) | – | (177.2) | |
| Total | 2,314.4 | 118.4 | 50.2 | (207.7) (2) | (14.3) | (1,370.4) | (12.7) | (45.0) | 832.9 |
(1) Convention & Exhibition segment.
(2) Includes depreciation of tangible and intangible assets (-€23.6 Mn) and development expenses (-€4.9 Mn).
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4.5.2. Statement of financial position by segment on a proportionate basis
For 2025
| Shares and | Total | ||||||||
| investments | Liabilities | ||||||||
| in companies | Other | Properties or | excluding | ||||||
| Investment | under the | non current | shares held | Other current | shareholders' | ||||
| (€ Mn) | properties | Goodwill | equity method | assets | for sale | assets | Total Assets | equity | |
Southern Europe | 14,836.6 | 392.5 | 439.1 | 103.5 | 11.5 | 430.3 | 16,213.5 | 873.0 | |
| Shopping | Central Europe | 9,545.5 | 248.7 | 753.1 | 35.4 | 79.2 | 149.5 | 10,811.5 | 1,666.5 |
| Centres | Northern Europe | 6,441.6 | – | 89.8 | 174.9 | 5.8 | 209.9 | 6,921.9 | 738.9 |
United States | 8,413.9 | – | – | 189.0 | – | 205.9 | 8,808.9 | 550.9 | |
Total Shopping Centres | 39,237.6 | 641.3 | 1,282.0 | 502.9 | 96.5 | 995.6 | 42,755.8 | 3,829.3 | |
| Offices & | France | 685.2 | – | 177.0 | 25.3 | – | 39.6 | 927.1 | 49.8 |
| Others | Others | 1,036.1 | – | – | (0.0) | – | 20.7 | 1,056.8 | 87.8 |
Total Offices & Others | 1,721.3 | – | 177.0 | 25.3 | – | 60.3 | 1,983.9 | 137.5 | |
C&E (1) | France | 2,491.4 | – | 7.1 | 105.9 (2) | – | 92.6 | 2,697.1 | 188.5 |
Not allocated | – | 10.3 | 1.9 | 704.9 (3) | – | 3,005.1 (4) | 3,722.1 | 25,306.7 | |
| Total Dec. 31, 2025 | 43,450.4 | 651.5 | 1,468.0 | 1,339.0 | 96.5 | 4,153.6 | 51,158.9 | 29,462.0 |
(1) Convention & Exhibition segment.
(2) Relates mainly to tangible and intangible assets.
(3) Refers mainly to the derivatives and intangible assets.
(4) Includes mainly cash and cash equivalents.
For 2024
| Shares and | Total | ||||||||
| investments | Liabilities | ||||||||
| in companies | Other | Properties or | excluding | ||||||
| Investment | under the | non current | shares held | Other current | shareholders' | ||||
| (€ Mn) | properties | Goodwill | equity method | assets | for sale | assets | Total Assets | equity | |
Southern Europe | 14,468.5 | 547.2 | 441.1 | 73.8 | 299.4 | 260.7 | 16,090.7 | 672.3 | |
| Shopping | Central Europe | 8,970.3 | 290.8 | 737.5 | 31.8 | – | 124.9 | 10,155.2 | 1,622.4 |
| Centres | Northern Europe | 6,441.3 | – | 1.4 | 167.6 | – | 224.5 | 6,834.8 | 795.9 |
United States | 9,831.8 | – | – | 233.5 | – | 271.2 | 10,336.6 | 489.4 | |
Total Shopping Centres | 39,711.9 | 838.0 | 1,180.1 | 506.7 | 299.4 | 881.3 | 43,417.3 | 3,580.1 | |
| Offices & | France | 986.3 | – | 51.9 | 80.7 | 427.7 | 22.6 | 1,569.2 | 64.8 |
| Others | Others | 1,080.9 | – | – | (0.0) | – | 25.2 | 1,106.0 | 105.2 |
Total Offices & Others | 2,067.2 | – | 51.9 | 80.7 | 427.7 | 47.7 | 2,675.3 | 170.0 | |
C&E (1) | France | 2,443.3 | – | 7.1 | 127.7 (2) | – | 113.0 | 2,691.1 | 180.6 |
Not allocated | 0.0 | 10.3 | – | 779.4 (3) | – | 5,634.5 (4) | 6,424.1 | 30,239.5 | |
| Total Dec. 31, 2024 | 44,222.4 | 848.2 | 1,239.0 | 1,494.5 | 727.2 | 6,676.5 | 55,207.8 | 34,170.1 |
(1) Convention & Exhibition segment.
(2) Relates mainly to tangible and intangible assets.
(3) Refers mainly to the derivatives and intangible assets.
(4) Includes mainly cash and cash equivalents.
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4.5.3. Investments by segment on a proportionate basis
| 2025 | 2024 | ||||||
| Investments | Investments | Investments | Investments | ||||
| in investment | in investment | in investment | in investment | ||||
| properties | properties | Total | properties | properties | Total | ||
| (€ Mn) | at fair value | at cost (2) | investments | at fair value | at cost (2) | investments | |
Southern Europe | 129.7 | 14.7 | 144.4 | 163.8 | 17.3 | 181.1 | |
| Shopping | Central Europe | 337.4 | 4.7 | 342.1 | 632.4 | 5.1 | 637.5 |
| Centres | Northern Europe | 114.1 | 8.5 | 122.6 | 121.0 | 3.0 | 124.0 |
United States | 70.7 | 2.2 | 72.9 | 119.4 | 5.1 | 124.5 | |
Total Shopping Centres | 651.8 | 30.1 | 681.9 | 1,036.5 | 30.5 | 1,067.1 | |
| Offices & | France | 7.0 | 18.4 | 25.5 | 66.4 | 6.3 | 72.6 |
| Others | Others | 165.7 | 11.6 | 177.4 | 245.0 | 6.4 | 251.4 |
Total Offices & Others | 172.7 | 30.1 | 202.8 | 311.4 | 12.7 | 324.1 | |
C&E (1) | France | 34.8 | – | 34.8 | 57.9 | – | 57.9 |
| Total | 859.4 | 60.2 | 919.6 | 1,405.8 | 43.2 | 1,449.0 |
(1) Convention & Exhibition segment.
(2) Before transfer between category of investment property.
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| (€ Mn) | Dec. 31, 2025 | Dec. 31, 2024 |
Shopping Centres | 32,710.6 | 32,639.5 |
Southern Europe | 14,404.2 | 14,030.4 |
Central Europe | 8,454.9 | 7,925.8 |
Northern Europe | 5,296.2 | 5,276.6 |
United States | 4,555.3 | 5,406.8 |
Offices & Others | 1,212.2 | 1,626.4 |
France | 578.1 | 923.9 |
Other countries | 634.1 | 702.5 |
Convention & Exhibition | 2,490.4 | 2,442.9 |
Total | 36,413.2 | 36,708.8 |
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| Total | ||||||
| Convention & | investment | Properties held | ||||
(€ Mn) | Shopping Centres | Offices & Others | Exhibition | properties | for sale | Total |
Dec. 31, 2023 | 32,015.9 | 2,404.2 | 2,492.7 | 36,912.8 | 33.9 | 36,946.7 |
Acquisitions | 3.6 | 0.6 | – | 4.2 | – | 4.2 |
Entry into scope of consolidation | 465.0 | 39.7 | – | 504.7 | – | 504.7 |
Capitalised expenses | 945.0 | 302.3 | 57.8 | 1,305.0 | 0.7 | 1,305.7 |
Disposals/exits from the scope of consolidation | (458.7) | (196.8) | – | (655.5) | (34.6) | (690.1) |
Reclassification and transfer of category | (278.5) | (323.2) | (58.4) | (660.1) | 683.5 | 23.3 |
Discounting impact | 0.0 | – | – | 0.0 | – | 0.0 |
Valuation movements | (372.0) | (609.5) | (49.1) | (1,030.5) | – | (1,030.5) |
Currency translation | 319.2 | 9.1 | – | 328.3 | – | 328.3 |
Dec. 31, 2024 | 32,639.6 | 1,626.4 | 2,442.9 | 36,708.8 | 683.5 | 37,392.3 |
Acquisitions | 2.8 | – | – | 2.8 | – | 2.8 |
Entry into scope of consolidation (1) | 187.0 | 18.9 | – | 205.9 | – | 205.9 |
Capitalised expenses (2) | 585.8 | 170.0 | 34.7 | 790.5 | 2.7 | 793.3 |
Disposals/exits from the scope of consolidation (3) | (610.5) | (242.3) | – | (852.9) | (686.2) | (1,539.1) |
Reclassification and transfer of category (4) | (50.6) | (127.8) | 7.2 | (171.2) | 62.7 | (108.5) |
Discounting impact | 0.0 | – | – | 0.0 | – | 0.0 |
Valuation movements | 558.7 | (222.8) | 5.6 | 341.4 | – | 341.4 |
Currency translation (5) | (602.2) | (10.0) | – | (612.2) | – | (612.2) |
| Dec. 31, 2025 | 32,710.6 | 1,212.2 | 2,490.4 | 36,413.2 | 62.7 | 36,475.9 |
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| Rent in € | Exit Capitalisation | |||||
| Shopping Centres - December 31, 2025 | Net Initial Yield | per sqm (a) | Discount Rate (b) | Rate (c) | CAGR of NRI (d) | |
Max | 7.6% | 1,011 | 11.0% | 9.0% | 19.7% | |
| Southern Europe | Min | 3.6% | 131 | 6.4% | 4.8% | 2.7% |
Weighted average | 4.9% | 582 | 6.9% | 5.1% | 4.2% | |
Max | 9.5% | 792 | 10.2% | 9.8% | 6.0% | |
| Central Europe | Min | 5.0% | 158 | 6.9% | 5.0% | 1.7% |
Weighted average | 5.8% | 427 | 7.5% | 5.7% | 2.8% | |
Max | 6.0% | 558 | 10.0% | 9.2% | 11.8% | |
| Northern Europe | Min | 2.9% | 39 | 6.5% | 5.0% | 3.0% |
Weighted average | 5.4% | 338 | 7.2% | 5.6% | 3.5% | |
Max | 11.2% | 1,402 | 11.8% | 10.8% | 6.8% | |
| US | Min | 2.9% | 333 | 7.3% | 5.0% | 3.4% |
Weighted average | 5.1% | 696 | 7.6% | 5.6% | 4.1% |
| Rent in € | Exit Capitalisation | |||||
Shopping Centres - December 31, 2024 | Net Initial Yield | per sqm (a) | Discount Rate (b) | Rate (c) | CAGR of NRI (d) | |
Max | 8.2% | 1,004 | 10.5% | 62.4% | 19.3% | |
| Southern Europe | Min | 4.3% | 158 | 6.7% | 4.8% | 2.7% |
Weighted average | 5.1% | 571 | 7.2% | 5.2% | 4.7% | |
Max | 8.9% | 752 | 10.6% | 9.6% | 6.1% | |
| Central Europe | Min | 4.7% | 159 | 6.6% | 5.1% | 1.5% |
Weighted average | 5.9% | 412 | 7.6% | 5.7% | 2.5% | |
Max | 9.1% | 456 | 8.5% | 7.3% | 5.5% | |
| Northern Europe | Min | 4.6% | 273 | 6.5% | 5.0% | 2.6% |
Weighted average | 5.2% | 366 | 7.0% | 5.3% | 3.7% | |
Max | 5.8% | 1,722 | 8.0% | 6.8% | 8.8% | |
| US | Min | 3.9% | 385 | 7.3% | 5.0% | 3.8% |
Weighted average | 5.0% | 840 | 7.5% | 5.5% | 4.8% |
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Sensitivity | Impact in € Mn | Impact in % |
+25 bps in NIY | (1,564) | (4.5)% |
+25 bps in DR | (562) | (1.6)% |
+10 bps in ECR | (419) | (1.2)% |
-5% in appraisers’ ERV | (1,208) | (3.5)% |
Sensitivity | Impact in € Mn | Impact in % |
-25 bps in NIY | +1,720 | +5.0% |
-25 bps in DR | +561 | +1.6% |
-10 bps in ECR | +422 | +1.2% |
+5% in appraisers’ ERV | +1,086 | +3.2% |
Sensitivity | Impact in € Mn | Impact in % |
+25 bps in NIY | (73) | (6.1)% |
-25 bps in NIY | +83 | +6.9% |
Sensitivity | Impact in € Mn | Impact in % |
+25 bps in WACC | (92.0) | (4.3)% |
-25 bps in WACC | +98.5 | +4.6% |
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5.1.3. Investment Properties Under Construction at cost – IFRS basis
| (€ Mn) | Dec. 31, 2025 | Dec. 31, 2024 |
Shopping Centres | 275.2 | 301.0 |
Southern Europe | 205.6 | 216.0 |
Central Europe | 48.1 | 62.0 |
Northern Europe | 10.4 | 12.3 |
United States | 11.1 | 10.7 |
Offices & Others | 199.1 | 101.8 |
France | 59.3 | 20.2 |
Other countries | 139.8 | 81.6 |
Convention & Exhibition | – | – |
Total | 474.3 | 402.8 |
The increase is explained in the table below:
| Total investment | Properties held for | ||||
(€ Mn) | Gross value | Impairment | properties at cost | sale | Total |
Dec. 31, 2023 | 818.7 | (413.3) | 405.4 | 9.4 | 414.8 |
Acquisitions | 0.4 | – | 0.4 | – | 0.4 |
Entry into the scope of consolidation | 10.8 | (1.3) | 9.5 | – | 9.5 |
Capitalised expenses | 38.6 | – | 38.6 | 1.4 | 40.0 |
Disposals/exits from the scope of consolidation | (1.7) | – | (1.7) | (10.8) | (12.5) |
Reclassification and transfer of category | (31.0) | 31.7 | 0.8 | 4.7 | 5.5 |
Write-off | (5.3) | – | (5.3) | – | (5.3) |
Impairment/reversal | – | (48.5) | (48.5) | – | (48.5) |
Currency translation | 4.3 | (0.7) | 3.6 | 0.2 | 3.8 |
Dec. 31, 2024 | 834.9 | (432.1) | 402.8 | 4.9 | 407.7 |
Acquisitions | – | – | – | (0.4) | (0.4) |
Entry into the scope of consolidation | – | – | – | – | – |
Capitalised expenses | 45.9 | – | 45.9 | 0.6 | 46.5 |
Disposals/exits from the scope of consolidation | (0.1) | – | (0.1) | (5.1) | (5.2) |
Reclassification and transfer of category (1) | 58.8 | (0.7) | 58.1 | 29.2 | 87.3 |
Write-off | (3.6) | – | (3.6) | – | (3.6) |
Impairment/reversal (2) | – | (24.1) | (24.1) | – | (24.1) |
Currency translation | (5.3) | 0.6 | (4.7) | – | (4.7) |
| Dec. 31, 2025 | 930.6 | (456.3) | 474.3 | 29.2 | 503.5 |
(1) Includes mainly part of Westfield Hamburg-Überseequartier offices and Jacques Ibert office building reclassifications from investments properties at fair value.
(2) Impairment mainly relates to an asset in Paris region and an asset in Spain.
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| Furniture and | |||
| Net value (€ Mn) | equipment | Right-of-use assets | Total |
Dec. 31, 2023 | 70.7 | 42.4 | 113.0 |
Acquisitions and capitalised expenses | 27.6 | – | 27.6 |
Reclassification | 0.9 | (0.4) | 0.5 |
Disposals/exits from the scope | – | (0.1) | (0.1) |
Depreciation | (20.6) | (10.1) | (30.7) |
Impairment/reversal (1) | 1.9 | – | 1.9 |
Currency translation | 1.6 | 0.6 | 2.1 |
Dec. 31, 2024 | 82.1 | 32.4 | 114.4 |
Acquisitions and capitalised expenses | 12.0 | 0.9 | 12.9 |
Reclassification | (0.8) | 0.3 | (0.5) |
Disposals/exits from the scope | (0.9) | – | (0.9) |
Depreciation | (21.7) | (8.4) | (30.0) |
Impairment/reversal (1) | 8.3 | – | 8.3 |
Currency translation | (3.2) | (0.8) | (4.0) |
| Dec. 31, 2025 | 75.8 | 24.5 | 100.2 |
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| Property | Rights and | Other intangible | |||
| Net value (€ Mn) | Management | Trademark | exhibitions | assets | Total |
Dec. 31, 2023 | 236.5 | 423.2 | 133.1 | 36.9 | 829.6 |
Acquisitions | – | – | – | 13.3 | 13.3 |
Disposals/exits from the scope of consolidation | – | – | – | (8.7) | (8.7) |
Amortisation | (0.9) | – | (2.0) | (9.7) | (12.6) |
Impairment/reversal | (2.3) | 2.7 | 4.6 | – | 5.1 |
Currency translation | 12.8 | – | – | 0.6 | 13.4 |
Dec. 31, 2024 | 246.1 | 425.8 | 135.8 | 32.5 | 840.2 |
Acquisitions | – | – | – | 10.4 | 10.4 |
Reclassification | – | – | – | 0.8 | 0.8 |
Disposals/exits from the scope of consolidation | – | – | (39.0) (1) | (0.2) | (39.2) |
Amortisation | – | – | (2.0) | (10.6) | (12.6) |
Impairment/reversal (2) | 5.7 | – | (25.0) | – | (19.2) |
Currency translation | (19.3) | – | – | (0.6) | (19.9) |
| Dec. 31, 2025 | 232.5 (3) | 425.8 (3) | 69.8 | 32.2 | 760.5 |
| (Additional)/ Reversal | ||
Sensitivity | Impact in the value (€ Mn) | of impairment (€ Mn) |
-25 bps in DR | +9.3 | +4.0 |
+25 bps in DR | (5.0) | (5.0) |
-10 bps LTGR | (0.1) | (1.1) |
+10 bps LTGR | +4.0 | +1.1 |
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| Impact in % | (Additional)/ Reversal | ||
Sensitivity | Impact in the value (€ Mn) | of the portfolio value | of impairment(€ Mn) |
+25 bps in “WACC” | (24.3) | (4.9)% | – |
-25 bps in “WACC” | +26.2 | +5.3% | +1.1 |
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| Optimised value of | Synergies and | |||
| Net value (€ Mn) | deferred taxes | Fee business | workforce | Total |
Dec. 31, 2023 | 175.5 | 119.3 | 550.5 | 845.2 |
Disposal | – | – | – | – |
Impairment | – | (33.8) | (5.5) | (39.2) |
Currency translation | – | – | – | – |
Dec. 31, 2024 | 175.5 | 85.5 | 545.0 | 806.0 |
Disposal (1) | – | (20.3) | – | (20.3) |
Impairment | (4.8) | – | (154.6) | (159.5) |
Currency translation | – | – | – | – |
| Dec. 31, 2025 | 170.6 | 65.2 | 390.4 | 626.2 |
(€ Mn) | Southern Europe | Central Europe | Total |
Goodwill Dec. 31, 2024 | 557.5 | 248.5 | 806.0 |
Disposal | – | (20.3) | (20.3) |
Impairment | (154.6) | (4.8) | (159.5) |
Currency translation | – | – | – |
Goodwill Dec. 31, 2025 | 402.8 | 223.4 | 626.2 |
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| Southern Europe | |
| Dec. 31, 2024 | |
WACC before tax in % | 6.86% |
LTGR in % | 1.82% |
CAGR of NRI in % | 5.20% |
| Dec. 31, 2025 | |
WACC before tax in % | 6.88% |
LTGR in % | 2.00% |
CAGR of NRI in % | 4.10% |
| (€ Mn) | 2025 | 2024 |
Investment properties at fair value | 341.4 | (1,030.5) |
Shopping Centres | 558.7 | (371.9) |
Offices & Others | (222.8) | (609.5) |
Convention & Exhibition | 5.6 | (49.1) |
Investment properties at cost | (27.7) | (53.8) |
Tangible and intangible assets | (10.9) | 6.0 |
Total | 302.8 | (1,078.3) |
5.6. Amounts paid for works and acquisition of property assets
(consolidated statement of cash flows)
In 2025, amounts paid for works and acquisition of property assets amount to €894.9 Mn. They comprise acquisitions, transaction capitalised costs,
and works and capitalised expenses, and are adjusted for the changes on amounts due on investments in the period.
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| (€ Mn) | Dec. 31, 2025 | Dec. 31, 2024 |
Shares in companies accounted for using the equity method | 6,077.0 | 6,303.5 |
Loans granted to companies accounted for using the equity method | 786.0 | 716.0 |
Total shares and investments in companies accounted for using the equity method (1) | 6,863.0 | 7,019.5 |
| 2025 | 2024 | |||||
| Recurring | Non-recurring | Recurring | Non-recurring | |||
| (€ Mn) | activities | activities (1) | Result | activities | activities (1) | Result |
| Share of income from companies accounted for using | 378.2 | 110.3 | 488.6 | 365.5 | (329.8) | 35.6 |
| the equity method | ||||||
| Interest on loans granted to companies accounted | 41.5 | – | 41.5 | 51.2 | – | 51.2 |
| for using the equity method | ||||||
| Total contribution of companies accounted | 419.8 | 110.3 | 530.1 | 416.6 | (329.8) | 86.7 |
| for using the equity method |
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| % Interest as at | % Interest as at | ||
Name of investment | Geographical area | Dec. 31, 2025 | Dec. 31, 2024 |
Westfield Stratford City | UK | 50.0% | 50.0% |
Cherry Park Property & ResiCo | UK | 25.0% | 25.0% |
CGI Metropole sro | Central Europe | 50.0% | 50.0% |
Westfield Rosny 2 | France | 26.0% | 26.0% |
Westfield CentrO | Germany | 50.0% | 50.0% |
Paunsdorf Center | Germany | 45.0% | 45.0% |
Westfield Culver City | US | 55.0% | 55.0% |
Westfield Garden State Plaza | US | 50.0% | 50.0% |
Westfield Southcenter | US | 55.0% | 55.0% |
Westfield Topanga | US | 55.0% | 55.0% |
Westfield UTC | US | 50.0% | 50.0% |
Westfield Valley Fair | US | 50.0% | 50.0% |
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| (€ Mn) | Dec. 31, 2025 | Dec. 31, 2024 |
Investment properties | 6,562.9 | 7,110.8 |
Other non-current assets | 5.7 | 8.1 |
Current assets | 271.4 | 281.6 |
Assets held for sale | 4.6 | – |
Total assets | 6,844.6 | 7,400.5 |
Restated shareholders’ equity | 5,149.5 | 5,503.1 |
Deferred tax liabilities | 68.4 | 88.3 |
Shareholders loans | 220.2 | 235.2 |
External borrowings (1) | 1,227.7 | 1,410.4 |
Other non-current liabilities | 29.8 | 28.9 |
Current liabilities | 149.1 | 134.6 |
| Total liabilities | 6,844.6 | 7,400.5 |
| (€ Mn) | 2025 | 2024 |
NRI | 374.3 | 389.8 |
Change in fair value of investment properties and disposals | 66.7 | (292.0) |
Financial result | (40.7) | (49.1) |
Net result | 379.9 | 20.3 |
| Exit | ||||||
| Rent in € | Capitalisation | |||||
| Shopping Centres - December 31, 2025 | Net Initial Yield | per sqm (a) | Discount Rate (b) | Rate (c) | CAGR of NRI (d) | |
Max | 8.9% | 1,043 | 9.5% | 7.4% | 3.8% | |
| Europe | Min | 4.9% | 173 | 6.6% | 5.1% | 1.8% |
Weighted average | 6.1% | 440 | 7.3% | 5.9% | 2.4% | |
Max | 10.0% | 1,175 | 11.3% | 10.5% | 4.9% | |
| US | Min | 4.6% | 401 | 7.0% | 5.0% | 2.0% |
Weighted average | 5.5% | 787 | 7.6% | 5.9% | 3.8% |
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Sensitivity | Impact in € Mn | Impact in % |
+25 bps in NIY | (270) | (4.1)% |
+25 bps in DR | (119) | (1.8)% |
+10 bps in ECR | (69) | (1.1)% |
-5% in appraisers’ ERV | (195) | (3.0)% |
Sensitivity | Impact in € Mn | Impact in % |
-25 bps in NIY | +294 | +4.5% |
-25 bps in DR | +121 | +1.9% |
-10 bps in ECR | +72 | +1.1% |
+5% in appraisers’ ERV | +189 | +2.9% |
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| (€ Mn) | Dec. 31, 2025 | Dec. 31, 2024 |
Investment properties | 2,113.7 | 1,856.6 |
Other non-current assets | 183.0 | 35.4 |
Current assets | 204.7 | 175.5 |
Total assets | 2,501.5 | 2,067.4 |
Restated shareholders’ equity | 902.2 | 758.2 |
Deferred tax liabilities | 133.7 | 123.6 |
Shareholders loans | 565.8 | 480.8 |
External borrowings | 714.1 | 547.6 |
Other non-current liabilities | 92.3 | 93.8 |
Current liabilities | 93.4 | 63.3 |
Total liabilities | 2,501.5 | 2,067.4 |
| (€ Mn) | 2025 | 2024 |
NRI | 110.1 | 104.4 |
Net financing cost | (35.3) | (41.0) |
Change in fair value of investment properties | 56.6 | 14.4 |
Fair value adjustments of derivatives and debt | (9.7) | (15.1) |
Income tax expenses | (8.8) | (40.9) |
Net result | 108.7 | 15.3 |
| (€ Mn) | Dec. 31, 2025 | Dec. 31, 2024 |
| Shopping Centres and Convention & Exhibition companies | ||
Loans (1) | 800.8 | 748.2 |
Recognised interest | 41.5 | 51.2 |
Current account in debit | 4.7 | 4.3 |
Current account in credit | (10.9) | (6.4) |
Asset management fees invoiced and other fees (2) | 124.4 | 132.1 |
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Financial statements as at December 31, 2025
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| (€ Mn) | 2025 | 2024 |
Security transactions | 35.9 | 69.8 |
Other financial interest | 63.8 | 125.7 |
Interest income on economical hedging instruments (a) | 284.8 | 446.4 |
Subtotal financial income | 384.4 | 641.9 |
Security transactions | (2.2) | – |
Interest on bonds and Euro Medium Term Notes (“EMTNs”) | (454.8) | (490.4) |
Interest and expenses on borrowings | (172.9) | (224.2) |
Interest on lease liability | (61.7) | (56.7) |
Interest on preferred shares | (14.0) | (12.8) |
Interest on partners’ advances | (38.7) | (57.7) |
Other financial interest | (29.3) | (50.1) |
Interest expenses on economical hedging instruments | (120.9) | (296.1) |
Financial expenses before capitalisation of financial expenses | (894.5) | (1,187.9) |
Capitalised financial expenses | 63.7 | 79.9 |
Subtotal net financial expenses | (830.8) | (1,108.0) |
| Total net financial costs | (446.4) | (466.1) |
| (€ Mn) | 2025 | 2024 |
Currency impact | (83.1) | 52.8 |
Mark-to-market, costs of purchase and disposals of derivatives | (148.4) | 36.8 |
Other financial assets and liabilities | (12.6) | (25.8) |
Debt discounting | (0.1) | (0.1) |
Total non-recurring financial result | (244.2) | 63.7 |
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5.
Current | Non-current | Total | Total | ||
| Outstanding duration to maturity (€ Mn) | Lessthan1year | 1yearto5years | Morethan5years | Dec. 31, 2025 | Dec.31,2024 |
Bonds and EMTNs | 632.1 | 9,291.0 | 8,490.9 | 18,414.0 | 22,467.5 |
(a) (b) Principal debt | 554.7 | 9,291.1 | 8,488.1 | 18,333.9 | 22,369.2 |
Accrued interest | 181.8 | – | – | 181.8 | 225.1 |
Issuance costs | (52.8) | – | – | (52.8) | (67.1) |
Bonds redemption premium | (51.3) | – | – | (51.3) | (62.3) |
Mark-to-market of debt | (0.2) | (0.1) | 2.8 | 2.5 | 2.6 |
Bank borrowings | 379.0 | 2,315.6 | – | 2,694.6 | 2,992.6 |
(b) Principal debt | 393.6 | 2,315.6 | – | 2,709.2 | 3,009.0 |
Accrued interest | 12.8 | – | – | 12.8 | 16.2 |
Borrowings issue fees | (32.2) | – | – | (32.2) | (35.3) |
Accrued interest on bank overdrafts | – | – | – | – | – |
Bank overdrafts and current accounts to balance out cash flow | 4.7 | – | – | 4.7 | 6.4 |
Mark-to-market of debt | 0.1 | – | – | 0.1 | (3.8) |
Other financial liabilities | 85.0 | 32.5 | 891.1 | 1,008.6 | 1,120.4 |
(b) Interbank market instruments and negotiable instruments | 85.1 | – | – | 85.1 | – |
| Accrued interest on interbank market instruments and negotiable | (0.1) | – | – | (0.1) | – |
| instruments | |||||
(c) Current accounts with non-controlling interests | – | 32.5 | 891.1 | 923.6 | 1,120.4 |
Lease liabilities | 21.7 | 40.0 | 509.5 | 571.2 | 979.3 |
| Total financial debt | 1,117.8 | 11,679.1 | 9,891.5 | 22,688.4 | 27,559.9 |
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| Cash flows | Variation of | Non-cash flows | |||||||
| accrued | Variation of | Currency | Fair value | ||||||
(€ Mn) | Dec. 31, 2024 | (b) Increase | Decrease | (c) interest | (d) scope | (e) translation | impact | (f) Others | Dec. 31, 2025 |
Bonds and EMTNs | 22,467.5 | – | (3,604.8) | (39.1) | – | (434.0) | 0.3 | 24.1 | 18,414.0 |
Bank borrowings | 2,992.6 | 1,086.4 | (1,407.8) | 2.6 | 234.1 | (188.0) | (29.9) | 4.6 | 2,694.6 |
Other financial liabilities | 1,120.4 | 154.0 | (77.8) | (0.1) | 32.3 | (3.4) | – | (216.7) | 1,008.6 |
Lease liabilities | 979.3 | 29.9 | (62.1) | – | (309.2) | (45.2) | – | (21.5) | 571.2 |
| Total | 27,559.9 | 1,270.3 | (5,152.5) | (36.6) | (42.8) | (670.6) | (29.6) | (209.5) | 22,688.4 |
(a) Cash flows | Variation of | Non-cash flows | |||||||
| accrued | Variation of | Currency | Fair value | ||||||
(€ Mn) | Dec. 31, 2023 | (b) Increase | Decrease | (c) interest | (d) scope | translation | impact | (e) Others | Dec. 31, 2024 |
Bonds and EMTNs | 22,517.4 | 1,287.6 | (1,617.6) | (8.8) | – | 261.9 | 1.7 | 25.3 | 22,467.5 |
Bank borrowings | 3,045.7 | 129.5 | (678.1) | (1.2) | 314.6 | 88.2 | – | 93.9 | 2,992.6 |
Other financial liabilities | 1,354.9 | 82.1 | (131.9) | – | (184.7) | – | – | – | 1,120.4 |
Lease liabilities | 977.0 | 11.8 | (62.7) | – | – | 23.1 | – | 30.1 | 979.3 |
| Total | 27,895.1 | 1,511.0 | (2,490.3) | (10.0) | 129.9 | 373.2 | 1.7 | 149.3 | 27,559.9 |
Current | Non-current | ||||||
| Less than | More than | Total | |||||
| (€ Mn) | 1 year | 1 to 2 years | 2 to 3 years | 3 to 4 years | 4 to 5 years | 5 years | Dec. 31, 2025 |
Bonds and EMTNs | 554.7 | 2,908.3 | 1,675.5 | 2,361.3 | 2,346.0 | 8,488.1 | 18,333.9 |
Bank borrowings | 393.6 | 360.0 | 373.9 | 560.4 | 1,021.3 | – | 2,709.2 |
Interbank market instruments and negotiable instruments | 85.1 | – | – | – | – | – | 85.1 |
Lease liabilities | 21.7 | 16.6 | 9.5 | 7.4 | 6.6 | 509.5 | 571.2 |
Total | 1,055.1 | 3,284.9 | 2,058.9 | 2,929.1 | 3,373.9 | 8,997.6 | 21,699.4 |
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| Amount at | ||||
| Dec. 31, 2025 | ||||
Issue date | Rate | Currency | (€ Mn) | Maturity |
November 2010 | Fixed rate 4.17% | EUR | 41.0 | November 2030 |
October 2011 | Fixed rate 4.1% | EUR | 27.0 | October 2031 |
November 2011 | Fixed rate 4.05% | EUR | 20.0 | November 2031 |
March 2014 | Fixed rate 3.08% | EUR | 20.0 | March 2034 |
April 2014 | Fixed rate 3.08% | EUR | 30.0 | April 2034 |
September 2014 | Fixed rate 4.75% | USD | 425.5 (a) | September 2044 |
April 2015 | Fixed rate 1.38% | EUR | 655.0 | April 2030 |
November 2015 | Fixed rate 2.07% | EUR | 30.0 | November 2030 |
| December 2015 | Fixed rate 2.1% during 3 years then Constant Maturity Swap 10 years | EUR | 70.0 | December 2030 |
| (floored at 0% capped at 4%) | ||||
March 2016 | Fixed rate 1.38% | EUR | 500.0 | March 2026 |
March 2016 | Float rate (Erb6M+0%, floored at 0.95%, capped at 3%) | EUR | 20.0 | March 2027 |
April 2016 | Fixed rate 1.13% | EUR | 500.0 | April 2027 |
April 2016 | Fixed rate 2% | EUR | 500.0 | April 2036 |
December 2016 | Fixed rate HKD swapped back into EUR | HKD | 54.7 | November 2026 |
February 2017 | Fixed rate 1.5% | EUR | 600.0 | February 2028 |
May 2017 | Fixed rate 1.5% | EUR | 500.0 | May 2029 |
May 2017 | Fixed rate 2% | EUR | 500.0 | May 2037 |
May 2018 | Fixed rate 2.25% | EUR | 500.0 | May 2038 |
May 2018 | Fixed rate 1.88% | EUR | 900.0 | January 2031 |
June 2018 | Structured coupon linked to CMS 15 year | EUR | 40.0 | June 2033 |
September 2018 | Fixed rate 4.63% | USD | 425.5 (a) | September 2048 |
September 2018 | Fixed rate 4.13% | USD | 425.5 (a) | September 2028 |
December 2018 | Fixed rate 2% | EUR | 100.0 | December 2033 |
February 2019 | Fixed rate 1% | EUR | 750.0 | February 2027 |
February 2019 | Fixed rate 1.75% | EUR | 750.0 | February 2034 |
March 2019 | Fixed rate 2.63% | GBP | 573.0 | March 2029 |
June 2019 | Fixed rate 3.5% | USD | 638.3 (a) | June 2029 |
July 2019 | Fixed rate 1.75% | EUR | 500.0 | July 2049 |
October 2019 | Fixed rate 2.88% | USD | 638.3 (a) | January 2027 |
October 2019 | Fixed rate 0.88% | EUR | 750.0 | March 2032 |
April 2020 | Fixed rate 2.63% | EUR | 800.0 | April 2030 |
June 2020 | Fixed rate 2% | EUR | 750.0 | June 2032 |
December 2020 | Fixed rate 0.63% | EUR | 1,000.0 | May 2027 |
December 2020 | Fixed rate 1.38% | EUR | 1,000.0 | December 2031 |
May 2021 | Fixed rate 1.38% | EUR | 600.0 | May 2033 |
May 2021 | Fixed rate 0.75% | EUR | 650.0 | October 2028 |
December 2023 | Fixed rate 4.13% | EUR | 750.0 | December 2030 |
September 2024 | Fixed rate 3.5% | EUR | 650.0 | September 2029 |
September 2024 | Fixed rate 3.88% | EUR | 650.0 | September 2034 |
| Total | 18,333.9 |
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| Europe credit | Rule 144A and Reg | ||
| facilitycovenants | S Bonds (a) | ||
| Financial ratios | Dec. 31, 2025 | level | covenants level |
LTV (b) | 39.0% | < 60% | < 65% |
ICR | 4.4x | > 2x | > 1.5x |
FFO (c) /NFD | 8.9% | > 4% | n/a |
Secured debt ratio (d) | 5.1% | n/a | < 45% |
Unencumbered leverage ratio (e) | 2.1x | n/a | > 1.25x |
| % of non-recourse mortgage | ||
| Covenant level range | incl. this feature in such covenant | |
Debt Yield (a) covenants | 5%-7% | 21% |
Debt to Rent | 8.9x | 2% |
ICR covenants | 1.3x-2.5x | 34% |
| LTV covenants | 55%-75% | 55% |
5.2 Notes to the consolidated Financial Statements
Financial statements as at December 31, 2025
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7.3.6. Other financing activities
In the consolidated statement of cash flows, “Other financing activities” comprise mainly costs paid on derivatives purchase and disposals.
| (€ Mn) | Dec. 31, 2025 | Dec. 31, 2024 |
| Amounts accounted for in balance sheet | ||
Non-current bonds and borrowings | 21,021.1 | 23,419.1 |
Current borrowings and amounts due to credit institutions | 1,096.1 | 3,161.5 |
Total financial liabilities | 22,117.2 | 26,580.5 |
| Adjustments | ||
Mark-to-market of debt | (2.6) | 1.2 |
Current accounts with non-controlling interests (a) | (923.6) | (1,120.4) |
Impact of derivative instruments on debt raised in foreign currency | 31.8 | (48.3) |
Accrued interests/issuance fees | (58.1) | (76.6) |
Total financial liabilities (nominal value) | 21,164.7 (b) | 25,336.4 (b) |
Cash and cash equivalents | (2,680.5) (b) | (5,288.9) (b) |
Net financial debt (a) | 18,484.2 | 20,047.4 |
| (€ Mn) | Dec. 31, 2025 | Dec. 31, 2024 |
Marketable securities | – | 0.4 |
Short-term deposit (a) | 903.7 | 2,756.7 |
Cash | 1,776.8 | 2,531.9 |
Total assets | 2,680.5 | 5,288.9 |
Bank overdrafts and current accounts to balance out cash flow | (4.7) | (6.4) |
Total liabilities | (4.7) | (6.4) |
| Net cash at period end | 2,675.8 (c) | 5,282.5 (b |
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| Amounts recognised in the | |||||||||
| statement of comprehensive income | |||||||||
| Fair value | Other | Changes in | |||||||
| adjustments of | comprehensive | scope of | |||||||
(€ Mn) | Dec. 31, 2024 | derivatives | income | consolidation | Acquisitions | Disposals | Reallocation | Dec. 31, 2025 | |
| Assets | |||||||||
| Derivatives at fair value | 250.6 | (89.8) | – | – | 59.7 | (25.1) | – | 195.3 | |
| non-current | |||||||||
• | Without a hedging relationship | 250.6 | (89.8) | – | – | 59.7 | (25.1) | – | 195.3 |
| Liabilities | |||||||||
| Derivatives at fair value | 761.7 | 12.9 | – | – | 138.2 | (114.2) | – | 798.7 | |
| non-current | |||||||||
• | Without a hedging relationship | 761.7 | 12.9 | – | – | 138.2 | (114.2) | – | 798.7 |
Net | (511.2) | (102.7) | – | – | (78.6) | 89.0 | – | (603.4) | |
| Amounts recognised in the | |||||||||
| statement of comprehensive income | |||||||||
| Fair value | Other | Changes in | |||||||
| adjustments of | comprehensive | scope of | |||||||
(€ Mn) | Dec. 31, 2023 | derivatives | income | consolidation | Acquisitions | Disposals | Reallocation | Dec. 31, 2024 | |
| Assets | |||||||||
| Derivatives at fair value | 250.7 | 5.6 | 0.0 | – | 40.9 | (46.8) | – | 250.6 | |
| non-current | |||||||||
• | Without a hedging relationship | 250.7 | 5.6 | 0.0 | – | 40.9 | (46.8) | – | 250.6 |
| Liabilities | |||||||||
| Derivatives at fair value | 796.3 | 320.7 | – | – | 206.1 | (561.4) | – | 761.7 | |
| non-current | |||||||||
• | Without a hedging relationship | 796.3 | 320.7 | – | – | 206.1 | (561.4) | – | 761.7 |
Net | (545.6) | (315.1) | 0.0 | – | (165.1) | 514.6 | – | (511.2) | |
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| Carrying | |||||||
amount (a) | Less than 1 year | 1 year to 5 years | More than 5 years | ||||
| (€ Mn) | Dec. 31, 2025 | Interest | Redemption | Interest | Redemption | Interest | Redemption |
| Bonds, borrowings and amounts due to credit institutions | |||||||
Bonds and EMTNs | (18,333.9) | (409.4) | (554.7) | (1,321.5) | (9,291.1) | (1,403.3) | (8,488.1) |
Bank borrowings and other financial liabilities (b) | (2,794.3) | (115.3) | (478.7) | (304.8) | (2,315.6) | – | – |
| Financial derivatives | |||||||
| Derivative financial liabilities | |||||||
Derivatives without a hedging relationship | (798.7) | (4.3) | (12.3) | (39.6) | (51.4) | (432.6) | – |
| Derivative financial assets | |||||||
| Derivatives without a hedging relationship | 195.3 | 54.6 | – | 51.0 | – | – | – |
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| Financial liabilities | ||
| (€ Mn) | Fixed rate | Variable rate (a) |
Less than 1 year | 938.2 | 100.0 |
1 year to 2 years | 3,038.3 | 230.0 |
2 years to 3 years | 1,675.5 | 373.9 |
3 years to 4 years | 2,663.8 | 257.9 |
4 years to 5 years | 3,367.3 | – |
More than 5 years | 8,488.1 | – |
| Total | 20,171.1 | 961.8 |
Euros (€ Mn) | USD ($ Mn) | Total eq. Euros (€ Mn) | |
-50 bps interest rate | +1.6 | +8.5 | +8.8 |
+50 bps interest rate | +14.0 | +0.0 | +14.0 |
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| Hedging | Exposure net | ||||
Currency | Assets | Liabilities | Net exposure | instruments | of hedges |
USD | 9,545 | (4,753) | 4,793 | – | 4,793 |
GBP | 3,113 | (1,381) | 1,732 | 599 | 2,331 |
SEK | 2,222 | (288) | 1,933 | – | 1,933 |
Other | 570 | (117) | 453 | 55 | 508 |
Total | 15,450 | (6,539) | 8,911 | 654 | 9,565 |
| Dec. 31, 2025 | Dec. 31, 2024 | |||
| Net recurring | Equity gain/ | Net recurring | ||
| (€ Mn) | result gain/(loss) | (loss) | result gain/(loss) | Equity gain/(loss) |
Impact of an increase of +10% in the EUR/USD exchange | (27.3) | (435.7) | (27.9) | (432.5) |
Impact of an increase of +10% in the EUR/GBP exchange | (13.9) | (211.9) | (15.8) | (152.4) |
Impact of an increase of +10% in the EUR/SEK exchange | (8.5) | (175.8) | (8.1) | (174.2) |
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| Amounts recognised in statement of financial position | ||||||
| according to IFRS 9 | ||||||
| Categories in | Fair value | Fair value | ||||
| Dec. 31, 2025 | accordance with | Carrying amount | recognised | recognised in | ||
| (€ Mn) | IFRS 9 | Dec. 31, 2025 | Amortised cost | in equity | profit and loss | Fair value |
| Assets | ||||||
| Investments in financial assets | FAAC/FAFVOCI | 263.0 | 142.3 | 29.2 | 91.5 | 263.0 |
| /FAFVTPL | ||||||
Derivatives at fair value | FAFVTPL | 195.3 | – | – | 195.3 | 195.3 |
Trade receivables from activity (a) | FAAC | 457.4 | 457.4 | – | – | 457.4 |
Other receivables (b) | FAAC | 249.3 | 249.3 | – | – | 249.3 |
Cash and cash equivalents | FAAC/FAFVTPL | 2,680.5 | 903.7 | – | 1,776.8 | 2,680.5 |
3,845.5 | 1,752.8 | 29.2 | 2,063.6 | 3,845.5 | ||
| Liabilities | ||||||
Commitment to non-controlling interests | FLFVTPL | 88.4 | – | – | 88.4 | 88.4 |
Financial debts (c) | FLAC | 22,688.5 | 22,688.5 | – | – | 21,370.1 |
Derivatives at fair value | FLFVTPL | 798.7 | – | – | 798.7 | 798.7 |
Non-current amounts due on investments | FLAC | 21.9 | 21.9 | – | – | 21.9 |
Other non-current liabilities | FLAC/FLFVTPL | 26.4 | 26.4 | – | – | 26.4 |
Amounts due to suppliers and other current debt (d) | FLAC | 1,108.2 | 1,108.2 | – | – | 1,108.2 |
24,732.1 | 23,845.1 | – | 887.0 | 23,413.7 | ||
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Financial statements as at December 31, 2025
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| Amounts recognised in statement of financial position | ||||||
| according to IFRS 9 | ||||||
| Categories in | Fair value | Fair value | ||||
| Dec. 31, 2024 | accordance with | Carrying amount | recognised in | recognised in | ||
| (€ Mn) | IFRS 9 | Dec. 31, 2024 | Amortisedcost | equity | profit and loss | Fairvalue |
| Assets | ||||||
| Investments in financial assets | FAAC/FAFVOCI | 269.1 | 122.0 | 31.2 | 115.9 | 269.1 |
| /FAFVTPL | ||||||
Derivatives at fair value | FAFVTPL | 250.6 | – | – | 250.6 | 250.6 |
(a) Trade receivables from activity | FAAC | 282.3 | 282.3 | – | – | 282.3 |
(b) Other receivables | FAAC | 297.2 | 297.2 | – | – | 297.2 |
Cash and cash equivalents | FAAC/FAFVTPL | 5,288.9 | 2,756.7 | – | 2,532.2 | 5,288.9 |
6,388.2 | 3,458.2 | 31.2 | 2,898.8 | 6,388.2 | ||
| Liabilities | ||||||
Commitment to non-controlling interests | FLFVTPL | 93.8 | – | – | 93.8 | 93.8 |
(c) Financial debts | FLAC | 27,559.9 | 27,559.9 | – | – | 25,609.2 |
Derivatives at fair value | FLFVTPL | 761.7 | – | – | 761.7 | 761.7 |
Non-current amounts due on investments | FLAC | 15.7 | 15.7 | – | – | 15.7 |
Other non-current liabilities | FLAC/FLFVTPL | 29.8 | 29.8 | – | – | 29.8 |
(d) Amounts due to suppliers and other current debt | FLAC | 1,171.6 | 1,171.6 | – | – | 1,171.6 |
29,632.6 | 28,777.1 | – | 855.6 | 27,681.8 | ||
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| Fair value measurement at Dec. 31, 2025 | ||||
| (€ Mn) | Total | Level 1 | Level 2 | Level 3 |
| Assets | ||||
| Fair value through profit or loss | ||||
Investments in financial assets | 91.5 | – | – | 91.5 |
Derivatives | 195.3 | – | 195.3 | – |
Marketable securities | – | – | – | – |
| Fair value through equity | ||||
Investments in financial assets | 29.2 | – | – | 29.2 |
Derivatives | – | – | – | – |
Total | 316.1 | – | 195.3 | 120.7 |
| Liabilities | ||||
| Fair value through profit or loss | ||||
Commitment to non-controlling interests | 88.4 | – | – | 88.4 |
Derivatives | 798.7 | – | 798.7 | – |
Other non-current liabilities | – | – | – | – |
Total | 887.0 | – | 798.7 | 88.4 |
| 2025 | Net gain/(loss) | ||
| (€ Mn) | From interest | in profit and loss | in equity |
Investments in financial assets | 1.5 | 1.5 | (0.3) |
Hedging instruments at fair value through profit and loss | 163.8 | 163.8 | – |
Financial liabilities at amortised cost | (675.5) | (675.5) | – |
(510.1) | (510.1) | (0.3) | |
Capitalised expenses | 63.7 | ||
Net financial expenses | (446.4) |
| 2024 | Net gain/(loss) | ||
(€ Mn) | From interest | in profit and loss | in equity |
Investments in financial assets | 3.9 | 3.9 | (6.4) |
Hedging instruments at fair value through profit and loss | 150.4 | 150.4 | – |
Financial liabilities at amortised cost | (700.2) | (700.2) | – |
(545.9) | (545.9) | (6.4) | |
Capitalised expenses | 79.9 | ||
Net financial expenses | (466.1) |
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| (€ Mn) | 2025 | 2024 | |
| Recurring deferred and current tax on: | |||
• | Allocation/reversal of provision concerning tax issues | (19.1) | (9.2) |
• | Other recurring results | (72.7) | (85.9) |
Total recurring tax | (91.8) | (95.1) | |
| Non-recurring deferred and current tax on: | |||
• | Change in fair value of investment properties and impairment of intangible assets | (223.1) | (80.4) |
• | Other non-recurring results | (46.6) | 62.6 |
Total non-recurring tax | (269.7) | (17.8) | |
Total tax | (361.5) | (112.8) | |
Total tax paid | (85.6) | (121.9) | |
| (€ Mn) | 2025 | 2024 |
Current tax | (138.1) | (19.5) |
Deferred tax | (223.4) | (93.3) |
Total tax | (361.5) | (112.8) |
Reconciliation of effective tax rate | % | 2025 | 2024 |
Profit/(loss) before tax, impairment of goodwill and result of associates | 1,539.6 | 394.6 | |
Income tax using the average tax rate | 24.7% | (379.5) | (171.3) |
Tax exempt profits (including SIIC, SOCIMI and REIT regimes) | (30.2)% | 464.9 | 304.1 |
Non-deductible costs | 1.1% | (16.7) | (42.6) |
Effect of tax provisions | 12.3% | (189.5) | 80.8 |
Effect of non-recognised tax losses | 15.5% | (238.6) | (299.7) |
Effect of change in tax rates | (0.9)% | 13.1 | 0.5 |
Effect of currency translation in tax | (0.0)% | 0.7 | 7.0 |
Other | 1.0% | (15.9) | 8.3 |
Total tax | 23.5% | (361.5) | (112.8) |
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| Currency | Change in scope | |||||
(€ Mn) | Dec. 31, 2024 | Net variation | Reclassification | translation | of consolidation | Dec. 31, 2025 |
Deferred tax liabilities | (2,033.5) | (125.7) | (0.5) | 17.0 | – | (2,142.7) |
Deferred tax on investment properties | (1,710.5) | (223.4) | (0.5) | 11.4 | – | (1,923.0) |
Deferred tax on intangible assets | (165.5) | 1.8 | – | (3.8) | – | (167.5) |
Deferred tax on leases | (157.5) | 95.9 | – | 9.4 | – | (52.2) |
Other deferred tax | 166.3 | (92.5) | (7.2) | (10.8) | 9.7 | 65.5 |
Tax loss carry-forward (1) | 30.4 | (1.9) | (5.6) | (0.4) | – | 22.5 |
Other (1) | (24.4) | 6.4 | (1.6) | (1.0) | 9.7 | (10.9) |
Deferred tax on leases | 160.3 | (97.0) | – | (9.4) | – | 53.9 |
Total deferred tax liabilities | (1,867.2) | (218.2) | (7.7) | 6.2 | 9.7 | (2,077.2) |
| Deferred tax assets | ||||||
Tax loss carry-forward | 4.0 | (4.1) | 5.9 | 0.4 | – | 6.2 |
Other deferred tax assets (1) | 8.1 | (1.2) | 1.5 | (0.4) | – | 8.0 |
| Total deferred tax assets | 12.1 | (5.3) | 7.4 | – | – | 14.2 |
| Currency | Change in scope | |||||
(€ Mn) | Dec. 31, 2023 | Net variation | Reclassification | translation | of consolidation | Dec. 31, 2024 |
Deferred tax liabilities | (1,951.6) | (79.8) | 1.0 | (2.2) | (1.0) | (2,033.5) |
Deferred tax on investment properties | (1,642.3) | (68.1) | 1.0 | (0.1) | (1.0) | (1,710.5) |
Deferred tax on intangible assets | (164.3) | (1.9) | – | 0.7 | – | (165.5) |
Deferred tax on leases | (144.9) | (9.8) | – | (2.8) | – | (157.5) |
Other deferred tax | 169.7 | 5.5 | (6.9) | 0.1 | (2.0) | 166.3 |
Tax loss carry-forward (1) | 36.9 | (0.6) | (6.1) | 0.2 | – | 30.4 |
Other (1) | (16.3) | (2.5) | (0.8) | (2.8) | (2.0) | (24.4) |
Deferred tax on leases | 149.0 | 8.6 | – | 2.7 | – | 160.3 |
Total deferred tax liabilities | (1,781.9) | (74.3) | (5.9) | (2.1) | (3.0) | (1,867.2) |
| Deferred tax assets | ||||||
Tax loss carry-forward | 16.7 | (18.4) | 6.1 | (0.4) | – | 4.0 |
Other deferred tax assets (1) | 7.7 | (0.6) | 0.8 | 0.2 | – | 8.1 |
| Total deferred tax assets | 24.4 | (19.0) | 6.9 | (0.2) | – | 12.1 |
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| (€ Mn) | Dec. 31, 2025 | Dec. 31, 2024 |
Temporary differences investment properties | – | – |
Tax loss carry-forwards not recognised | 6,746.2 | 5,475.1 |
Total unrecognised tax basis | 6,746.2 | 5,475.1 |
| (€ Mn) | |
2026 | – |
2027 | 102.6 |
2028 | 161.2 |
2029 | 18.2 |
2030 | 139.5 |
Unlimited | 6,324.7 |
Total | 6,746.2 |
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| Foreign currency | |||||||
(€ Mn) | Dec. 31, 2024 | Allocations | Reversals used | Reversals not used | translation impact | Other movements | Dec. 31, 2025 |
Non-current provisions | 64.9 | 26.4 | (0.4) | (0.4) | (1.1) | (0.7) | 88.7 |
| Non-current provisions excluding | 52.8 | 25.6 (1) | (0.4) | (0.4) | (1.1) | 0.1 | 76.6 |
| employee benefits | |||||||
Employee benefits | 12.1 | 0.8 | – | – | – | (0.8) | 12.1 |
Current provisions | 63.8 | 3.6 | (4.4) | (23.1) | (0.4) | (0.4) | 39.2 |
| Total | 128.7 | 30.0 | (4.8) | (23.4) | (1.5) | (1.1) | 127.9 |
| (€ Mn) | Dec. 31, 2025 | Dec. 31, 2024 |
Tax and social liabilities | 461.9 | 412.0 |
Other liabilities (1) | 363.4 | 255.6 |
| Total other current liabilities | 825.3 | 667.6 |
Note 11. Employee remuneration and benefits
| Regions | 2025 | 2024 |
Southern Europe | 1,044 | 1,092 |
Central Europe | 315 (1) | 569 |
Northern Europe | 326 | 369 |
United States of America | 307 | 380 |
| Total | 1,992 | 2,410 |
11.2. Personnel costs
| (€ Mn) | 2025 | 2024 |
Personnel costs | 293.6 | 323.2 |
Employee benefits (1) | 24.6 | 23.8 |
| Total | 318.2 | 347.0 |
(1) Expenses relating to the Company Savings Plan, Performance Stock Options, Performance Shares and Retention Shares, recognised with an equivalent increase in equity.
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| Provisions for pension liabilities (€ Mn) | Dec. 31, 2025 | Dec. 31, 2024 |
Retirement allowances | 8.6 | 9.6 |
Pension plans with defined benefit (1) | 2.4 | 2.5 |
| Total | 10.9 | 12.1 |
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For the plan in 2022:
The stock options are subject to:
• 2 external market performance conditions for up to 45% of the stock
options granted:
- The first condition, based on a relative criterion, for up to 35% of the
stock options granted: the TSR of URW’s shares must be higher
than that of the Reference Index over a period of 3 years, from
March 8, 2022, to March 8, 2025. The reference prices used in the
measurement of the TSR correspond to the average of the closing
prices of the last 90 days preceding the start and end dates of the
measurement period; and
- The second condition, based on an absolute criterion, for up to
10% of the stock options granted: the TSR of URW’s shares must
be higher than 20% over a period of 3 years, from March 8, 2022,
to March 8, 2025. The reference prices used in the measurement
of the TSR correspond to the average of the closing prices of the
last 90 days preceding the start and end dates of the
measurement period.
• 2 non-market performance conditions for up to 55% of the stock
options granted: AREPS growth compared with forecasts
communicated to the market for 35% of the stock options granted and
criteria based on CSR indicators for 20% of the stock options granted.
For plans from 2023:
URW Group grants Performance Stock Options (“PSO”) with
performance conditions (internal for 55% and external for 45%). The
external condition compares URW’s TSR with the TSR of a composite
index defined by the Group.
The table below shows the 2 external conditions:
Criteria 1 | Criteria 2 | |||
Performance Condition | Vesting in % | Performance Condition | Vesting in % | |
A | URW’s TSR underperforms | 0% | URW’s TSR < 20% | 0% |
B* | URW’s TSR = Index’s TSR | 30% | URW’s TSR = 20% | 30% |
| C* | URW’s TSR – Index’s TSR > 3% | 100% | URW’s TSR > 20% | 100% |
* Linear interpolation between B and C.
The other criteria of these plans are identical to those of the 2022 plan.
The PSO allocated in April 2025 were valued at:
• €5.89 (internal performance condition);
• €4.38 Criteria 1 Relative (external performance condition on TSR); and
• €4.68 Criteria 2 Absolute (external performance condition on TSR).
This valuation is based on an initial exercise price of €75.82, the share
price at the date of allocation of €64.00, a vesting period of three years,
an estimated duration of 3.7 years, a market volatility of 28.66%, a
dividend assumption, a risk-free interest rate of 1.894% and a volatility
of the reference composite index of 16.88% with a correlation reference
composite index/URW of 78.20%.
Stock options are accounted for in accordance with IFRS 2. The expense
recorded on the income statement in relation to stock options came to
€3.6 Mn in 2025 and €3.1 Mn in 2024.
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The table below shows allocated stock options not exercised at the period end:
| Adjusted | Number | Number | Number | Potential | |||
| subscription | of options | of options | of options | additional | |||
Plan | Exercise period (1) | price (€) (2) | granted (2)(3) | cancelled | exercised | number of shares (3) | |
2018 plan (n°9) | 2018 | from 06/03/2022 to 05/03/2025 | 184.55 | 649,255 | 649,255 | - | - |
2019 plan (n°10) | 2019 | from 20/03/2022 to 19/03/2026 | 133.64 | 809,800 | 363,505 | - | 446,295 |
2020 plan (n°11) | 2020 | from 22/03/2023 to 21/03/2027 | 85.08 | 929,559 | 675,654 | 22,709 | 231,196 |
2021 plan (n°12) | 2021 | from 19/05/2024 to 18/05/2029 | 64.17 | 1,015,062 | 573,195 | 116,469 | 325,398 |
2022 plan (n°13) | 2022 | from 09/03/2025 to 08/03/2030 | 61.64 | 1,226,789 | 609,334 | 129,361 | 488,094 |
2023 plan (n°14) | 2023 | from 13/03/2026 to 13/03/2031 | 54.53 | 886,975 | 136,104 | 141 | 750,730 |
2024 plan (n°15) | 2024 | from 07/03/2027 to 08/03/2032 | 64.10 | 548,111 | 67,807 | 173 | 480,131 |
| 2025 plan (n°16) | 2025 | from 07/03/2028 to 08/03/2033 | 72.21 | 633,147 | 49,381 | - | 583,766 |
| Total | 6,698,698 | 3,124,235 | 268,853 | 3,305,610 |
(1) Under the assumption that the performance and presence conditions are satisfied. If the first day of the exercise period is a non-business day, the retained date will be the
next business day. If the end of the exercise period is a non-business day, the retained date will be the first preceding business day.
(2) Adjustments reflect distributions paid from retained earnings. In May 2024 and 2025, the Group made distributions out of premium and thus both subscription price and
number of options granted were adjusted (Note 12.3 “Distribution”).
(3) All the options are subject to presence and performance conditions.
The table below shows the number and weighted average exercise prices of stock options:
| 2025 | 2024 | |||
| Weighted | Weighted average | |||
| Number | average price (€) | Number | price (€) | |
Outstanding at the beginning of the period | 3,658,438 | 85.31 | 3,962,093 | 99.43 |
Allocated over the period | 633,147 | 72.21 | 521,758 | 67.31 |
Adjusted over the period (1) | 133,759 | 84.45 | 158,871 | 93.42 |
Cancelled over the period | (910,031) | 109.21 | (925,134) | 128.08 |
Exercised over the period | (209,703) | 81.27 | (59,150) | 67.38 |
Average share price on date of exercise | – | 84.48 | – | 78.59 |
Outstanding at the end of the period | 3,305,610 | 73.86 | 3,658,438 | 85.31 |
| Of which exercisable at the end of the period | 1,795,418 | – | 1,379,801 | – |
(1) Adjustments reflect distributions paid from retained earnings. In May 2024 and 2025, the Group made distributions out of premium and thus both subscription price and
number of options granted were adjusted (Note 12.3 “Distribution”).
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Financial statements as at December 31, 2025
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Performance Shares Plans
All the shares are subject to both external and internal performance
conditions. The performance conditions are the same as for the Stock
Option Plans described above.
The awards allocated in April 2025 were valued:
• At €52.27 (internal performance condition);
• At €19.62 Criteria 1 Relative (external performance condition on
TSR); and
• At €16.48 Criteria 2 Absolute (external performance condition on
TSR).
This valuation is based on the share price at the date of allocation of
€64.00, a vesting period of three years, a market volatility of 28.66%, a
volatility of the reference composite index of 16.16% with a correlation
reference composite index/URW of 76.45%, a dividend assumption and
a risk-free interest rate of 1.817%.
PS are accounted for in accordance with IFRS 2. The expense recorded
on the income statement in relation to PS came to €14.3 Mn in 2025 and
€14.9 Mn in 2024.
The table below shows allocated PS not acquired at the period end:
| Number of | Number of | Number of | ||
| performance shares | performance shares | performance shares | Potential additional | |
Starting date of the vesting period (1) | allocated (2) | cancelled | acquired | number of shares (3) |
March 2023 | 497,080 | 69,920 | – | 427,160 |
March 2024 | 441,085 | 52,716 | – | 388,369 |
March 2025 | 511,495 | 44,591 | – | 466,904 |
| Total | 1,449,660 | 167,227 | – | 1,282,433 |
(1) A minimum vesting period of 3 years without any requirement to hold the shares.
(2) The Adjustments reflect distributions paid from retained earnings. In May 2024 and 2025, the Group made distributions out of premium and thus the number of options
granted were adjusted. (Note 12.3 “Distribution”).
(3) The acquisition of the shares is subject to presence and performance conditions.
Retention Shares Plans
As from 2023, the Group has implemented Retention Shares Plans for employees below executive level (high potentials), without performance
conditions and subject only to presence condition 3 years from the delivery date.
Retention Shares (“RS”) are accounted for in accordance with IFRS 2. The expense recorded on the income statement in relation to the Retention
Shares Plans amounted to €4.0 Mn in 2025 and €2.6 Mn in 2024.
The table below shows allocated RS not acquired at the period end:
| Number of retention | Number of retention | Number of retention | Potential additional | |
Starting date of the vesting period (1) | shares allocated (2) | shares cancelled | shares acquired | number of shares (3) |
March 2023 | 141,283 | 28,673 | 580 | 112,030 |
March 2024 | 107,026 | 13,727 | 173 | 93,126 |
March 2025 | 121,652 | 4,790 | – | 116,862 |
| Total | 369,961 | 47,190 | 753 | 322,018 |
(1) A minimum vesting period of 3 years without any requirement to hold the shares.
(2) The Adjustments reflect distributions paid from retained earnings. In May 2024 and 2025, the Group made distributions out of premium and thus the number of retention
shares granted were adjusted. (Note 12.3 “Distribution”).
(3) The acquisition of the shares is subject to presence conditions.
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5.2 Notes to the consolidated Financial Statements
Financial statements as at December 31, 2025
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| (€ thousands) Paid in: | 2025 | 2024 |
Fixed income | 3,838 | 3,600 |
Short-term incentive | 4,137 | 4,208 |
Other benefits (1) | 1,295 | 1,274 |
| Total | 9,270 | 9,082 |
5.2 Notes to the consolidated Financial Statements
Financial statements as at December 31, 2025
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| Total number | |
| of shares | |
As at Dec. 31, 2023 | 139,041,391 |
Capital increase reserved for employees under Company Savings Plan | 108,496 |
Shares granted and exercise of stock options | 225,660 |
Increase of share capital (1) | 3,254,000 |
As at Dec. 31, 2024 | 142,629,547 |
Capital increase reserved for employees under Company Savings Plan | 122,785 |
Shares granted and exercise of stock options | 605,890 |
| As at Dec. 31, 2025 | 143,358,222 |
| 2025 | 2024 | |
Average number of shares (undiluted) | 143,126,147 | 139,497,322 |
| Dilutive impact | ||
Potential shares via stock options (1) | 768,688 | 250,931 |
Attributed Performance Shares and Retention Shares (unvested) (1) | 1,604,451 | 1,378,158 |
| Average number of shares (diluted) | 145,499,286 | 141,126,412 |
1234 678CHAPTER 5
5.2 Notes to the consolidated Financial Statements
Financial statements as at December 31, 2025
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| Commitments given (€ Mn) | Description | Maturities | Dec. 31, 2025 | Dec. 31, 2024 | |
1) Commitments related to the scope of the consolidated Group | 13.3 | 13.2 | |||
Commitments for acquisitions/disposals | • | Purchase undertakings and earn-out | 2026 to 2040 | 8.8 | 8.8 |
| Commitments given as part | • | Warranties and bank letters of credit given in the course | 2026+ | 4.5 | 4.5 |
| of specific transactions | of the ordinary business | ||||
2) Commitments related to Group financing | 2,575.3 | 2,884.3 | |||
• | Mortgages and first lien lenders (1) | 2026+ | 2,446.7 | 2,584.0 | |
| Financial guarantees given | • | Guarantees relating to entities under the equity method | 2026+ | 128.6 | 300.3 |
or not consolidated (2) | |||||
3) Commitments related to Group operational activities | 1,049.5 | 1,232.8 | |||
| Commitments related | • | Properties under construction: residual commitments | 2026+ | 530.6 | 754.0 |
| to development activities | for works contracts and forward purchase agreements (3) | ||||
• | Commitments subject to conditions precedent | 2026 to 2035 | 204.1 | 178.0 | |
| Commitments related to | • | Commitments for construction works (4) | 2026 to 2064 | 193.5 | 168.8 |
| operating contracts | • | Rental of premises and equipment | 2026+ | 13.4 | 12.0 |
• | Other | 2026+ | 107.9 | 120.1 | |
| Total commitments given | 3,638.1 | 4,130.4 | |||
5.2 Notes to the consolidated Financial Statements
Financial statements as at December 31, 2025
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1234 678CHAPTER 5
5.2 Notes to the consolidated Financial Statements
Financial statements as at December 31, 2025
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| Commitments received (€ Mn) | Description | Maturities | Dec. 31, 2025 | Dec. 31, 2024 | |
1) Commitments related to the scope of the consolidated Group | 0.9 | 0.9 | |||
| Commitments for acquisitions/disposals | • | Sales undertakings | 2027 | 0.9 | 0.9 |
2) Commitments related to Group financing | 8,748.2 | 8,589.9 | |||
| Financial guarantees received | • | Undrawn credit lines (1) | 2026 to 2031 | 8,748.2 | 8,589.9 |
3) Commitments related to Group operational activities | 808.0 | 783.9 | |||
| Other contractual commitments received | • | Bank guarantees on works and others | 2026+ | 3.1 | 6.8 |
| related to operations | • | Other (2) | 2026+ | 320.1 | 252.3 |
• | Guarantees received relating to Hoguet regulation | 2026 to 2030 | 103.4 | 103.4 | |
| Assets received as security, mortgage or pledge, | (France) | ||||
| as well as guarantees received | • | Guarantees received from tenants | 2026+ | 285.1 | 321.2 |
• | Guarantees received from contractors on works | 2026+ | 96.3 | 100.2 | |
| Total commitments received | 9,557.1 | 9,374.7 | |||
Note 14. Subsequent events
UnibailRodamco Westfield (“URW”) announces its intention to present
to the 2026 Annual General Meetings of Unibail Rodamco Westfield SE
and Unibail Rodamco Westfield N.V. a proposal for an internal
reorganization designed to simplify the Group’s legal structure through
the de stapling of URW’s stapled shares.
The proposed transaction would result in URW SE becoming the sole
listed entity, fully holding US assets. This simplification is expected to
streamline governance and operations, enhance transparency, and
generate recurring cost savings. The contemplated reorganisation
would maintain shareholders’ existing economic rights and would not
change the Group’s strategy, distribution policy, or financial objectives,
nor impact trading conditions.
Since URW NV and its subsidiaries are fully consolidated (see § 3.2
Consolidation of Unibail-Rodamco-Westfield N.V), the transaction is not
expected to have any impact on URW SE’s consolidated financial
statements. After the completion of the transaction, the split of the
“Equity attributable to the holders of the stapled shares” and the “Net
result for the period attributable to the holders of the stapled
shares” between Unibail-Rodamco -Westfield SE members and
Unibail-Rodamco-Westfield N.V. members in the consolidated financial
statements will no longer apply.
Subject to shareholder approval, completion is anticipated by late Q2
2026. Additional information is available on URW Group's website.
On January 28, 2026, URW closed the sale of a 65% stake in the Bubny
land plot in Prague.
On January 30, 2026, URW closed the disposal of Palais Vest shopping
centre in Germany.
5.2 Notes to the consolidated Financial Statements
Financial statements as at December 31, 2025
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% interest | % control | % interest | |||
List of the main consolidated companies | Country | Method (1) | Dec. 31, 2025 | Dec. 31, 2025 | Dec. 31, 2024 |
Unibail-Rodamco-Westfield SE | France | FC | 100.00 | 100.00 | 100.00 |
Westfield Corporation Limited | Australia | FC | 100.00 | 100.00 | 100.00 |
Donauzentrum Besitz- u. Vermietungs GmbH | Austria | FC | 100.00 | 100.00 | 100.00 |
| Shopping Center Planungs- und Entwicklungsgesellschaft mbH & Co. | Austria | FC | 55.00 | 55.00 | 55.00 |
| Werbeberatung KG | |||||
UR Invest GmbH | Austria | FC | 55.00 | 55.00 | 55.00 |
URW Invest GmbH | Austria | FC | 100.00 | 100.00 | 100.00 |
Centrum Cerny Most as | Czech Republic | FC | 68.67 | 68.67 | 75.00 |
Centrum Chodov sro | Czech Republic | FC | 100.00 | 100.00 | 100.00 |
Doria | France | FC | 100.00 | 100.00 | 100.00 |
Financière 5 Malesherbes | France | FC | 100.00 | 100.00 | 100.00 |
Foncière Crossroads | France | EM-A | 45.78 | 45.78 | – |
Volumes LPD | France | FC | 100.00 | 100.00 | 100.00 |
Rodamco France | France | FC | 100.00 | 100.00 | 100.00 |
SA Uni-Expos | France | FC | 100.00 | 100.00 | 100.00 |
SA Union Internationale Immobilière | France | FC | 100.00 | 100.00 | 100.00 |
SCI Chesnay Pierre 2 | France | FC | 50.00 | 50.00 | 50.00 |
SCI du Forum des Halles de Paris | France | FC | 50.01 | 50.01 | 65.00 |
SCI Propexpo | France | FC | 50.00 | 50.00 | 50.00 |
SCI SCC de La Défense | France | FC | 53.30 | 53.30 | 53.30 |
SCI CC Francilia | France | FC | 55.00 | 55.00 | 55.00 |
SNC Viparis - Porte de Versailles | France | FC | 50.00 | 100.00 | 50.00 |
Uni-commerces | France | FC | 100.00 | 100.00 | 100.00 |
CentrO companies | Germany | EM-JV | 50.00 | 50.00 | 50.00 |
Unibail-Rodamco-Westfield Germany GmbH | Germany | FC | 89.90 | 89.90 | 89.90 |
SARL Red Grafton 1 | Luxembourg | FC | 65.00 | 65.00 | 65.00 |
Crystal Warsaw Sp zoo | Poland | FC | 100.00 | 100.00 | 100.00 |
GSSM Warsaw Sp zoo | Poland | FC | 100.00 | 100.00 | 100.00 |
Zlote Tarasy partnership | Poland | EM-A | 100.00 | – | 100.00 |
Unibail-Rodamco Retail Spain | Spain | FC | 100.00 | 100.00 | 100.00 |
Unibail-Rodamco Steam SLU | Spain | FC | 51.11 | 51.11 | 51.11 |
Rodamco AB | Sweden | FC | 100.00 | 100.00 | 100.00 |
Rodamco Centerpool AB | Sweden | – | Merged | Merged | 100.00 |
Rodamco Handel AB | Sweden | FC | 100.00 | 100.00 | 100.00 |
Rodamco Northern Europe AB | Sweden | FC | 100.00 | 100.00 | 100.00 |
Rodamco Sverige AB | Sweden | FC | 100.00 | 100.00 | 100.00 |
Rodamco Täby Centrum KB | Sweden | FC | 100.00 | 100.00 | 100.00 |
Rodamco Austria BV | The Netherlands | FC | 100.00 | 100.00 | 100.00 |
Rodamco Central Europe BV | The Netherlands | FC | 100.00 | 100.00 | 100.00 |
Rodamco Czech BV | The Netherlands | FC | 100.00 | 100.00 | 100.00 |
Rodamco Deutschland BV | The Netherlands | FC | 100.00 | 100.00 | 100.00 |
Rodamco Europe Properties BV | The Netherlands | FC | 100.00 | 100.00 | 100.00 |
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5.2 Notes to the consolidated Financial Statements
Financial statements as at December 31, 2025
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% interest | % control | % interest | |||
List of the main consolidated companies | Country | Method (1) | Dec. 31, 2025 | Dec. 31, 2025 | Dec. 31, 2024 |
Rodamco Retail Deutschland BV | The Netherlands | FC | 100.00 | 100.00 | 100.00 |
Unibail-Rodamco Nederland Winkels BV | The Netherlands | FC | 100.00 | 100.00 | 100.00 |
Unibail-Rodamco TH BV | The Netherlands | – | Merged | Merged | 100.00 |
URW UK Olympic BV 1 and 2 | The Netherlands | FC | 100.00 | 100.00 | 100.00 |
URW UK Olympic BV 3, 4 and 5 | The Netherlands | FC | 100.00 | 100.00 | 100.00 |
URW UK Shepherds BV 1 to 3 | The Netherlands | FC | 100.00 | 100.00 | 100.00 |
URW UK Shepherds BV 13, 14 and 15 | The Netherlands | FC | 100.00 | 100.00 | 100.00 |
Unibail-Rodamco-Westfield N.V. | The Netherlands | FC | 100.00 | 100.00 | 100.00 |
Stratford City Shopping Centre n°1 & 2 Limited | United Kingdom | EM-JV | 50.00 | 50.00 | 50.00 |
URW Stratford REIT Limited | United Kingdom | FC | 100.00 | 100.00 | – |
Westfield Europe Limited | United Kingdom | FC | 100.00 | 100.00 | 100.00 |
Westfield UK & Europe Finance PLC | United Kingdom | FC | 100.00 | 100.00 | 100.00 |
Westfield UK REIT Limited | United Kingdom | FC | 100.00 | 100.00 | – |
White City Acquisitions Limited | United Kingdom | FC | 100.00 | 100.00 | 100.00 |
Head Acquisition LP | United States | FC | 100.00 | 100.00 | 100.00 |
New WTC Retail Member LLC | United States | FC | 100.00 | 100.00 | 100.00 |
Urban Shopping Centers LP | United States | FC | 100.00 | 100.00 | 100.00 |
URW America Inc. | United States | FC | 100.00 | 100.00 | 100.00 |
URW US Services, Inc. | United States | FC | 100.00 | 100.00 | 100.00 |
URW WEA LLC | United States | FC | 100.00 | 100.00 | 100.00 |
WEA Finance, LLC | United States | FC | 100.00 | 100.00 | 100.00 |
WEA Holdings, LLC | United States | FC | 100.00 | 100.00 | 100.00 |
Westfield America, LP | United States | FC | 100.00 | 100.00 | 100.00 |
Westfield DDC, LLC | United States | FC | 100.00 | 100.00 | 100.00 |
Westfield Head, LP | United States | FC | 100.00 | 100.00 | 100.00 |
Westfield, LLC | United States | FC | 100.00 | 100.00 | 100.00 |
WHL USA Acquisitions, Inc. | United States | FC | 100.00 | 100.00 | 100.00 |
5.2 Notes to the consolidated Financial Statements
Financial statements as at December 31, 2025
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Note 16. Relationship with the Statutory auditors
Statutory Auditors
• KPMG Audit
- Commencement date of first term of office: AGM of May 11, 2023.
- Persons responsible: Régis Chemouny since May 2023.
• Deloitte & Associés
- Deloitte & Associés succeeded Deloitte Marque & Gendrot which was appointed on April 28, 2005.
- Person responsible: Marjorie Blanc Lourme since May 2025 and Sylvain Durafour since May 2023.
The 6-year term of office for KPMG Audit and Deloitte & Associés comes to an end as at the AGM approving the 2028 accounts.
Fees of the Statutory Auditors excluding their networks for the 2025 and 2024 financial years
Deloitte & Associés | KPMG | |||
| STATUTORY AUDITORS' FEES DEC. 31, 2025 (€ Mn) | 2025 | 2024 | 2025 | 2024 |
Audit and half-year review of the consolidated and non-consolidated financial statements | 1.8 | 1.7 | 1.3 | 1.3 |
(Parent company + controlled companies (1) ) | ||||
Non-audit services (2) | 0.3 | 0.2 | 0.2 | 0.2 |
(Parent company + controlled companies (1) ) | ||||
| Total | 2.1 | 1.9 | 1.5 | 1.4 |
(1) The controlled companies correspond to the fully consolidated companies as well as the jointly controlled companies.
(2) Relates to the non-audit services in accordance with legal and regulatory requirements and to the non-audit services provided at the request of the Company. The amounts
correspond to (i) comfort letters issued in connection with bond issuances and hybrid securities transactions and (ii) other services.
1234 678CHAPTER 5
5.2 Notes to the consolidated Financial Statements
Financial statements as at December 31, 2025
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5.3 Statutory financial statements as at December 31, 2025
5.3.1 Balance sheet as at December 31, 2025
Assets
(€ thousands) Notes Dec. 31, 2025
Depreciation,
amortisation and
impairment
Dec. 31, 2025
Net
Dec. 31, 2024
Other intangible assets 285 285 0 0
TOTAL intangible assets 3 285 285 0 0
Land 302,623 0 302,623 342,009
Buildings 1,031,031 552,999 478,031 720,346
Other tangible assets 49 04949
Tangible assets in progress, advances and down payments 41,304 0 41,304 31,239
TOTAL tangible assets 3 1,375,007 552,999 822,007 1,093,644
Investments in subsidiaries and affiliates 4 22,737,064 4,661,543 18,075,521 17,715,216
Longterm investment securities
4 5,366 5,366
Other longterm securities
4 119 6 113
Loans 5 10,140,965 61,217 10,079,748 9,901,024
Other financial fixed assets 5 10 10 524,222
TOTAL financial fixed assets 32,883,524 4,722,766 28,160,758 28,140,462
TOTAL noncurrent assets
34,258,816 5,276,050 28,982,765 29,234,106
Advances and prepayments on orders 484 0 484 1,402
TOTAL inventories and work in progress 484 0 484 1,402
Trade receivables and related accounts 113,994 13,683 100,311 75,907
Other receivables 1,248,432 2,267 1,246,165 3,131,742
Prepaid expenses 00029
TOTAL receivables 6 1,362,426 15,950 1,346,476 3,207,678
Other marketable securities 677,720 0 677,720 2,756,664
Derivative financial instruments and held tokens 82,650 0 82,650 0
Cash and cash equivalents 798,116 0 798,116 1,557,529
TOTAL marketable securities 7 1,558,486 0 1,558,486 4,314,193
TOTAL current assets 2,921,396 15,950 2,905,446 7,523,273
Loan issuance costs 8 82,124 0 82,124 91,652
Loan redemption premiums 8 59,264 0 59,264 62,252
Currency adjustments and valuation differences – Assets 9 165,411 0 165,411 140,129
TOTAL ASSETS 37,487,011 5,292,000 32,195,010 37,051,412
5.3 Statutory financial statements as at December 31, 2025
Financial statements as at December 31, 2025
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Liabilities and equity
(€ thousands) Notes
Dec. 31, 2025
Dec. 31, 2024
Share capital 716,791 713,148
Share premiums (issuance, merger, contribution) 13,026,742 13,511,529
Legal reserve 69,144 69,144
Other reserves 3,805 3,805
TOTAL reserves 13,816,483 14,297,626
Retained earnings (brought forward) (1,886,520) (2,829,692)
Profit or (loss) for the year (609,122) 943,172
Regulated provisions 29,066 29,066
TOTAL equity 11 11,349,907 12,440,172
Other equity 12 1,832,900 1,844,800
Provisions for risks and charges 13 269,580 160,053
Other bond borrowings 14 15,358,432 18,646,577
Loans and borrowings from credit institutions 14 267,480 436,564
Other financial borrowings and debts 14 2,219,280 2,661,215
Derivative financial instruments 15 556,620 0
Advances and prepayments received on orders 0 1,773
Trade payables and related accounts 15 45,631 40,817
Tax and social liabilities 15 44,656 31,135
Liabilities on fixed assets and related accounts 15 23,204 28,627
Other liabilities 15 184,869 577,818
Deferred income 16 19,170 12,331
TOTAL liabilities 18,719,342 24,436,857
Currency adjustments and valuation differences – Liabilities 17 23,281 169,529
TOTAL LIABILITIES AND EQUITY 32,195,010 37,051,412
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5.3 Statutory financial statements as at December 31, 2025
Financial statements as at December 31, 2025
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5.3.2 Income statement as at December 31, 2025
(€ thousands) Notes
2025
2024
Revenue 167,609 198,013
Reversals of depreciation, amortisation and impairment 67,496 34,826
Gains on disposal of intangible and tangible fixed assets 276,167 0
Other income 23,474 8,491
Total operating income 20 534,746 241,330
Other purchases and external charges 127,364 137,713
Taxes and related 7,071 7,258
Wages and salaries 14,999 10,360
Payroll taxes 11,247 4,474
Depreciation and amortisation of non-current assets 54,168 82,411
Impairment of non-current assets 23,545 15,222
Impairment of current assets 4,184 4,918
Provisions 605 878
Net book value of disposed intangible and tangible assets 279,162 0
Other expenses 6,619 8,086
Total operating expenses 21 528,963 271,320
1 - OPERATING RESULT 5,783 (29,990)
Investment income 808,650 654,313
Income from other marketable securities and receivables on non-current assets 439,012 551,573
Other interest income 441,031 784,868
Reversals of impairment 1,508,174 1,027,058
Foreign exchange gains 196,869 251,502
Gains on disposal of financial fixed assets 489,596 0
Net income from sales of marketable securities 0
Total financial income 22 3,883,332 3,269,314
Depreciation, amortisation and impairment and provision expenses 2,069,747 1,164,104
Interest expenses 1,071,076 1,140,318
Foreign exchange losses 293,917 59,922
Net book value of disposed financial fixed assets 1,044,867 0
Net expenses on sales of marketable securities 0
Total financial expenses 23 4,479,607 2,364,344
2 - FINANCIAL RESULT (596,276) 904,970
3 - RECURRING RESULT BEFORE TAX (590,492) 874,980
Non-recurring income 0 102,247
Non-recurring expenses 4,723 34,052
4 - NON-RECURRING RESULT 24 (4,723) 68,195
Employee profit-sharing 33
Income tax 25 13,903 0
Total income 4,418,078 3,612,891
Total expenses 5,027,200 2,669,719
5 - NET RESULT (609,122) 943,172
5.3 Statutory financial statements as at December 31, 2025
Financial statements as at December 31, 2025
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5.3.3 Breakdown of income statement by region
Income statement
(€ thousands) France
Dutch
activity
Total
Total operating income 504,809 29,938 534,746
Total operating expenses 500,590 28,374 528,963
1 - OPERATING RESULT 4,219 1,564 5,783
Total financial income 3,883,144 187 3,883,332
Total financial expenses 4,461,179 18,428 4,479,607
2 - FINANCIAL RESULT (578,035) (18,240) (596,276)
3 - RECURRING RESULT BEFORE TAX (573,816) (16,676) (590,492)
Total non-recurring income 000
Total non-recurring expenses 4,723 0 4,723
4 - NON-RECURRING RESULT (4,723) 0 (4,723)
Employee profit-sharing 303
Income tax 13,903 0 13,903
Total income 4,387,953 30,125 4,418,078
Total expenses 4,980,398 46,801 5,027,200
5 - NET RESULT (592,446) (16,676) (609,122)
1234 678CHAPTER 5
5.3 Statutory financial statements as at December 31, 2025
Financial statements as at December 31, 2025
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5.4 Notes to the statutory financial statements
Note 1. Highlights of the reporting
period 405
Note 2. Accounting policies 406
Note 3. Intangible and
tangible assets 411
Note 4. Financial assets 413
Note 5. Loans and other financial
assets 415
Note 6. Receivables 416
Note 7. Marketable securities 416
Note 8. Borrowing costs and bond
issue premium 417
Note 9. Currency adjustments
and valuation differences -
Assets 417
Note 10. Accrued income 417
Note 11. Changes in shareholders’ equity
as at December 31, 2025 418
Note 12. Other equity 419
Note 13. Provisions for contingencies
and expenses 419
Note 14. Borrowings and financial
liabilities 420
Note 15. Other liabilities 423
Note 16. Deferred income 423
Note 17. Currency adjustments
and valuation differences -
Liabilities 423
Note 18. Accrued charges 423
Note 19. Maturity of receivables
and payables at the end of
the reporting period 424
Note 20. Operating income 425
Note 21. Operating expenses 426
Note 22. Financial income 428
Note 23. Financial expenses 430
Note 24. Non-recurring items 431
Note 25. Income tax 431
Note 26. Related party information 432
Note 27. Off-balance sheet
commitments 432
Note 28. Options and shares granting
access to the share capital
shares 435
Note 29. Other information 436
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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Unibail-Rodamco-Westfield S.E. (“URW SE”) has been listed on the
Paris Stock Exchange since 1972 and has been included in the CAC 40
index since June18, 2007, and the Euronext 100 and AEX indices since
February 2010. On January 1, 2003, the Company opted for SIIC
(Société d’Investissement Immobilier Cotée) tax regime as a real estate
investment company.
Note 1. Highlights of the reporting
period
1.1. Property business
• On September 16, 2025, URW SE disposed of the Pullman Paris
Montparnasse asset for a sale price of €276.0 Mn, recognised in
operating result under “Gains on disposals of intangible and tangible
assets” (see Note 20.3).
1.2. Holding company business
• On February 19, 2025, URW SE disposed of 60% of its interest in
Trinity Défense for a sale price of €69.6 Mn, resulting in a positive
impact of €68.9 Mn recognised in financial result (see Notes 22.6 and
23.4). Following capital increases of Trinity Défense reserved for the
new shareholder, URW SE’s ownership interest in this subsidiary was
reduced to 20%.
• On November 6, 2025, the Company disposed of all the shares it held
in Société de Tayninh. The negative impact of €5.3 Mn arising from
this disposal (disposal price less the net book value of the disposed
shares) was recognised in financial income (see Notes 22.6 and 23.4)
and was offset by a reversal of a provision on shares amounting to
€3.2 Mn and a dividend received of €2.7 Mn.
• On November 7, 2025, the Company disposed of 751,005,258 shares
of Westfield Corporation Limited to Westfield Corporation Limited
(share buyback) for a sale price of €416.3 Mn. This disposal had a
negative impact of €619.5 Mn (disposal price less the net book value
of the disposed shares) on financial income (see Notes 22.6 and 23.4),
partially offset by a reversal of a provision on shares amounting to
€615.9 Mn (see Notes 4 and 23.4).
• On November 30, 2025, URW SE absorbed its wholly owned Dutch
subsidiary URTH BV. For accounting and tax purposes, the merger
had retroactive effect as from January 1, 2025. The merger was
carried out at net-book value, resulting in the recognition of a
technical merger loss amounting to €449.9 Mn, recognised as a non-
current asset in the statutory balance sheet of URW SE and allocated
to the various investments that became direct subsidiaries as a result
of the merger.
• On December 31, 2025, the Company contributed a receivable to its
subsidiary Rodamco Europe Properties BV as a share premium
contribution for an amount of €856.3 Mn (see Note 4).
1.3. Financial resources
1.3.1. Changes in net debt
In 2025, URW SE repaid a €500 Mn “Green Bond” maturing in March
2025, three euro-denominated bond tranches for a total amount of
€1.9Bn maturing in February, March and September 2025, and four
Hong Kong dollar-denominated bond tranches for a total amount of
HKD 2.4Bn (equivalent to €261.7Mn and maturing in February, March,
October and November 2025), all issued under the Euro Medium Term
Notes (EMTN) program. URW SE also repurchased a €600 Mn bond
maturing in June 2026 and repaid bank borrowings for a total amount of
€162.5Mn.
1.3.2. Issuance of hybrid securities
Over the year 2025, URW SE proactively optimised its capital structure
through two hybrid transactions:
- In April, URW SE successfully re-couponed and reduced its hybrid
portfolio through:
• Full redemption of its €995 MnNC2028 hybrid at a 7.25% coupon
via (i) a buyback of 94.4% (€939 Mn) at market value (i.e. with a
redemption premium of €93.5 Mn); and (ii) the repayment of the
remaining €56 Mn at par, using the minimal outstanding amount
call option.
• Financed through (i) the issuance of €815 MnNC2030 hybrid at a
4.875% coupon, 3.1x oversubscribed at peak and (ii) €180 Mn in cash.
- In September, URW SE further optimized its hybrid structure through:
• Tender of €417 Mn of its €750 Mn NC2026 hybrid at a 2.875%
coupon, at market value (i.e. with a redemption premium of €1.0Mn);
and
• Full redemption of the €99.8 Mn NC2025 hybrid at 5.142% coupon,
via the minimal outstanding amount call option.
• Financed through the issuance of €685 Mn NC2031 hybrid at a 4.75%
coupon,2.6x oversubscribed at peak.
- As at end of 2025, the hybrid portfolio stands at €1,832.9 Mn,
including:
• €333 Mn bearing a 2.875% coupon, issued in April 2018, with an initial
non-call period of 8 years;
• €815 Mn bearing a 4.875% coupon, issued in April 2025, with an initial
non-call period of 5 years; and
• €685 Mn bearing a 4.75% coupon, issued in September 2025, with an
initial non-call period of 6 years.
The Company intends to redeem the remaining €333 Mn NC2026 bonds
by their First Reset Date (April 25, 2026), in accordance with their
Terms and Conditions. Consequently, and in line with S&P’s immaterial
reduction threshold, the hybrid portfolio will decrease to €1,500 Mn by
April 2026 with an average coupon of 4.82%, i.e. c. -55 bps coupon
reduction vs. 2024.
1.3.3. Restructuring of derivatives
URW SE also restructured its derivatives portfolio during 2025.
The restructuring mainly consisted of the following transactions:
• Termination of hedging swaps against the payment of a cash
settlement of €143.8 Mn, recognised as an asset on the balance
sheet under “Valuation difference on derivatives”, which will impact
the income statement over the 2025 and 2026 financial years (see
Note 6);
• Termination of swaps held in open isolated position against the
payment of a cash settlement of €135.7 Mn, recognised under
“Expenses on caps, floors and swaps” (see Note 23.2) and
the implementation of swaps with maturities in 2027 and 2029,
hedging the URW Group position but recognised as open isolated
positions in the statutory financial statements of URW SE, against
the receipt of a cash settlement of €146.4 Mn, recognised as a
liability on the balance sheet under “Other liabilities on derivative
instruments” (see Note 15). These transactions had a net positive
impact of €10.7 Mn;
• Implementation of USD interest rate swaps with maturities in 2044
and 2048, hedging the URW Group position but recognised as open
isolated positions in the statutory financial statements of URW SE,
against the receipt of a cash settlement of €116.2 Mn, recognised as a
liability on the balance sheet under “Other liabilities on derivative
instruments” (see Note 15).
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5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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Note 2. Accounting policies
2.1. Application of accounting
policies
The financial year covers a period of 12 months, from January 1 to
December 31, 2025.
The statutory financial statements are prepared in accordance with
the provisions of the French Commercial Code, the applicable French
General Chart of Accounts (ANC Regulation No. 2022-06 of
November 4, 2022), French legal requirements and generally
accepted accounting principles in France. General accounting
conventions have been applied in compliance with the principles of
consistency of accounting methods, prudence and independence of
financial years, under a going concern assumption.
2.2. Application of the new ANC
Regulation No. 2022-06
The new ANC Regulation No. 2022-06 amends ANC Regulation
No.2014-03 relating to the French General Chart of Accounts (Plan
Comptable Général - “PCG”) with a view to modernizing the financial
statements and the chart of accounts. It is mandatorily applicable as
from January 1, 2025.
This regulation notably results in the following changes:
• The introduction of a new definition and presentation of non-
recurring result;
• The elimination of the expense transfer mechanism;
• The modernisation of the chart of accounts and financial
statement formats;
• The introduction of a new presentation of information disclosed in the
notes to the financial statements.
As at December 31, 2025, the main impacts observed on the Company
following the application of this regulation are as follows:
3. Rebilled expenses, previously classified within operating income
under “expense transfers”, are now presented within operating
income under “revenue”.
4. Insurance indemnities received, previously classified within non-
recurring income under “Reversals of depreciation and provisions,
expense transfers”, are now presented within operating income
under “Other income”.
5. Transactions previously classified under “non-recurring income
from operating transactions” are now presented within operating
income under “Other income”.
6. Transactions previously classified under “non-recurring expenses
from operating transactions” are now presented within operating
expenses under “Other operating expenses”.
7. The net book value of disposed intangible and tangible assets,
previously classified under “non-recurring expenses from capital
transactions”, is now presented within operating result under “Net
book value of disposed intangible and tangible assets”.
8. Gains on disposals of intangible and tangible assets, previously
classified under “non-recurring income from capital transactions”,
are now presented within operating result under “Gains on disposals
of intangible and tangible assets”.
9. The net book value of disposed financial assets, previously classified
under “non-recurring expenses from capital transactions”, is now
presented within financial result under “Net book value of disposed
financial assets”.
10. Gains on disposals of financial assets, previously classified under
“non-recurring income from capital transactions”, are now
presented within financial result under “Gains on disposals of
financial assets”.
11. Amortisation of borrowing issuance costs, previously classified
within operating expenses under “Depreciation and amortisation
of non-current assets”, is now presented within financial
expenses under “Financial depreciation, amortisation and
impairment charges”.
12. The components of the result on the disposal of Portfolio
Investment Securities (Titres Immobilisés de l’Activité de
Portefeuille - TIAP), previously recognised partly as financial
expenses for the net book value and partly as financial income for
the sale price, are now recognised on a net basis, either as financial
income in the case of a gain or as financial expenses in the case of a
loss.
The table below presents the reconciliation of the 2024 income
statement from the ANC 2014-03 framework to the ANC 2022-06
framework, including details of the use cases observed during the 2024
financial year.
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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(K€)
2024 - ANC
2014-03 version
Reclassifications Uses cases
2024 - ANC
2022-06 version
Total Total
Revenue from services 198,013 (198,013) 0
Revenue 0 223,421 1 223,421
Net revenue 198,013 0 198,013
Net revenue 198,013 25,408 223,421
Reversals of depreciation and provisions, expense transfers 34,826 (34,826) 1 + 2 0
Reversals of depreciation, impairment and provisions 0 9,418 9,418
Other income 8,491 503 2 + 3 8,994
Total operating income 241,330 503 241,833
Other purchases and external charges 137,713 0 137,713
Taxes and similar levies 7,258 0 7,258
Salaries and wages 10,360 0 10,360
Social security charges 4,474 0 4,474
Depreciation and amortisation of non-current assets 82,411 (82,411) 0
Impairment of current assets 4,918 (4,918) 0
Provisions for risks and charges 878 (878) 9 0
Depreciation and amortisation of non-current assets 0 58,993 9 58,993
Impairment 15,222 0 15,222
Impairment of current assets 0 4,918 4,918
Provisions 0 878 878
Net book value of disposed intangible and tangible assets 0 106 106
Other operating expenses 8,086 110 4 8,196
Total operating expenses 271,319 (23,201) 248,118
OPERATING RESULT (29,989) 23,704 (6,286)
Investment income 654,313 0 654,313
Income from other marketable securities and receivables on non-current assets 551,573 0 551,573
Other interest income 784,868 0 784,868
Reversals of provisions and expense transfers 1,027,058 (1,027,058) 0
Reversals of impairment and provisions 0 1,027,058 1,027,058
Foreign exchange gains 251,502 0 251,502
Gains on disposals of financial assets 0 100,230 100,230
Total financial income 3,269,314 100,230 3,369,544
Depreciation, amortisation and impairment – financial items 1,164,105 (1,164,105) 9 0
Depreciation, amortisation and impairment – financial items 0 1,187,523 9 1,187,523
Interest expenses 1,140,317 0 1,140,317
Foreign exchange losses 59,922 0 59,922
Net book value of disposed financial assets 0 23,574 23,574
Total financial expenses 2,364,344 46,992 2,411,336
NET FINANCIAL RESULT 904,970 53,239 958,209
CURRENT RESULT BEFORE TAX 874,981 76,943 951,923
Non-recurring income 0 0 3 1,513
Non-recurring expenses 0 0 4 10,262
NON-RECURRING RESULT 68,194 (76,943) (8,748)
Employee profit-sharing 30 3
Income tax 00 0
Total income 3,612,891 0 3,612,891
Total expenses 2,669,719 0 2,669,719
NET RESULT 943,172 0 943,172
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5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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2.3. Basis of measurement
Non-current assets are recognised as assets when all the following
conditions are simultaneously met:
• It is probable that the Company will benefit from the corresponding
future economic advantages; and
• The cost or value of the assets can be measured with sufficient
reliability.
2.3.1. Intangible assets
Intangible items are measured at acquisition or production cost.
When the net book value is higher than the present value being
assessed in particular using profitability criteria, the difference is
booked as an impairment.
2.3.2. Tangible assets
Gross value
Tangible assets are recognised at acquisition or construction cost
(purchase price plus ancillary expenses) and divided into 4 components:
Main structure, Façade, Technical equipment, and Miscellaneous
fixtures and fittings. For assets acquired or built between 1997 and
2004, the cost also includes financial expenses arising during the
construction period.
Depreciation of buildings and fixtures
Depreciation is calculated on a straight-line basis over the estimated
useful life:
Offices & Others
• Main structure: 60 years
• Façade: 30 years
• Technical equipment: 20 years
• Miscellaneous fixtures and fittings: 15 years
Shopping Centres
• Main structure: 35 years
• Façade: 25 years
• Technical equipment: 20 years
• Miscellaneous fixtures and fittings: 15 years
Convention & Exhibition
• Main structure: 40 years
• Façade: 40 years
• Technical equipment: 30 years
• Miscellaneous fixtures and fittings: 10 years
The depreciation periods applicable to the 'Offices & Others' sector
were used for the CNIT complex, which includes the three segments
('Offices & Others, 'Shopping Centres,' and 'Convention & Exhibition'),
as well as Les Ateliers Gaîté and the Pullman Paris Montparnasse hotel.
Impairment of tangible assets
Tangible assets are valued consistently by both external and internal
appraisers, as follows:
Completed property
At the end of each reporting period, investment property is assessed at
market value. This valuation is carried out by independent real estate
appraisers and takes into account investments and cost increase linked
to the current national and international economic context.
Any loss in value of investment property is calculated by comparing the
net book value and the appraisal value net of transfer taxes (“value
excluding taxes”).
An impairment charged in this way may be reversed or adjusted only
when the evidence that the asset may have been impaired has
disappeared or decreased.
Buildings under construction
If the project has been valued by an independent appraiser, impairment
is calculated in the same way as for buildings whose construction has
been completed.
If the project has not been valued by an independent appraiser, its value
is determined internally by the Development & Investment teams
through a market Exit Capitalisation Rate and the estimated net rentals
at completion. Impairment is booked when this value is lower than the
net book value.
2.3.3. Financial assets
Financial assets are recognised at acquisition cost on the balance sheet.
Technical losses from mergers or merger transactions via dissolution
without liquidation allocated to investments in subsidiaries are
recognised in this item.
Investments in subsidiaries are determined on the basis of their value in
use corresponding to the price the Company would accept to pay to
purchase these shares.
The value in use includes unrealised capital gain on assets or properties
held by the subsidiaries, such properties being measured at each year-
end by independent appraisers. These valuations take into account
rentals, the last real estate transactions, their Net Initial Yield and the
indirect impacts of the current international economic context (inflation,
interest rates rising, increase of the energy and the raw material costs).
The value in use also includes the valuation of the intangible assets
(goodwill) made by independent appraisers, which are owned by the
subsidiaries, and based on the Discounted Cash Flows on these activities.
When the value in use is lower than the acquisition cost plus any
technical loss related to said investments in subsidiaries, an
impairment is booked first on the merger loss and subsequently on the
investment in subsidiaries.
2.3.4. Acquisition fees and transfer taxes
The Company has decided to capitalise the costs of transfer taxes, fees
or commissions and legal expenses related to the acquisition cost of
tangible, intangible and financial assets. For tangible and intangible
assets, these costs and taxes are spread across the corresponding
components of the related asset and depreciated over the component’s
useful life.
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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2.3.5. Trade receivables
Receivables are recorded at their nominal value.
Uncollected receivables are recognised in “Doubtful receivables”
whenever there is a risk of non-collection and if applicable, depreciated
to take into account the eventual cash collection difficulties, according
to the available information at year-end closing.
The provisions are calculated by lease on the amount payable excluding
VAT, and the guaranteed deposits and working capital called from
tenants and restated for the rental discounts not issued at year-end
closing. The rate applied to calculate the provision depends on the risk
situation of the tenants.
Discounted rent periods and step rents
When a lease includes rent adjustment clauses, such as discounted rent
periods and step rents, the overall impact of these adjustments granted
over the firm term of the lease is recognised over the lease term. This is
calculated as from the date the asset is made available if this predates
the effective date of the lease. The impact is recognised in a receivable
sub-account.
2.3.6. Other equity
Undated subordinated notes redeemable at the option of the issuer
have been classified as other equity (see note 12).
2.3.7. Bond issuance costs
Bond and EMTN issuance costs along with bond premiums are
recognised as deferred charges and amortised over the term of the
related borrowings.
2.3.8. Provisions
Provisions recognised correspond to liabilities of uncertain timing or
amount or a liability representing an obligation with regard to a third
party that is likely or certain to result in an outflow of resources to the
third party, with no equivalent consideration expected in return.
2.3.9. Operating income
Operating income consists mainly of rents and rebilled building
expenses, which are rebilled to tenants in accordance with the terms of
their leases.
Calculation of sales-based rent
At the year-end closing, the Company adjusts, if necessary, the amount
of sales-based rents (“SBRs”) recognised according to the turnover
declared by the tenants.
The SBRs invoiced are estimated on the basis of the turnover
certificates sent by the tenants the previous year. This amount is
subject to an invoice/credit note upon receipt of the certified turnover
certificate obtained from the tenants between April and June of the
following year.
Rebilling of major works
The part of capitalised works rebilled to tenants is recognised in prepaid
income over a 3-year period, corresponding to the average firm term of
the leases.
Key money
Key money is recognised over the fixed term of the lease.
Rechargeable expenses
Rechargeable expenses, previously handled using a balance sheet
approach, are now addressed using an income statement approach.
On the lessee's side, when transitioning from the budget to the
projected amount, the positive or negative adjustment is recorded as an
accrued invoice or credit note to be issued.
On the expense side, when transitioning from the budget to the
projected amount, the positive or negative adjustment is recognised as
an invoice not yet received or a credit note receivable.
2.3.10. Foreign currency transactions
Foreign currency income and expenses are booked at their equivalent
value in euros at the value date. Foreign currency receivables and
payables are translated into euros and recognised on the balance sheet
based on the closing exchange rate. Any resulting differences are
included in unrealised foreign exchange gains or losses. Foreign
currency bank accounts and similar accounts are converted at the
exchange rate at the closing date, and the exchange difference is
recognised in financial result.
A contingency and expense provision is booked for any unrealised losses.
If the Company has entered into a perfect and symmetric hedge as soon
as foreign currency transactions are issued (the setting up of a currency
swap for the same amount and the same issue and maturity dates as
the hedged currency transaction), the transactions are recognised at
the exchange rate set by the hedging transaction.
2.4. Other accounting principles
2.4.1. Financial costs relating to
construction operations
Financial costs relating to major restructuring or construction operations
are expensed as incurred.
2.4.2. Forward financial instruments
URW SE uses a variety of derivative instruments, including swaps and
caps, to manage overall interest rate and/or currency risk.
Financial instruments are accounted for on the basis of the intention
with which the transactions are carried out.
Regarding hedging transactions:
• Interest income or expense on derivatives qualifying as hedge
instruments is recognised in the income statement on a symmetrical
basis with the method of recognising income and expense on the
hedged item, i.e. on a symmetrical basis with the recognition of
interest expense on the hedged borrowings;
• Compensation paid or received on signature of a swap contract is
recognised as a financial instrument in balance sheet assets or
liabilities and is amortised to profit or loss over the effective term of
the swap;
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5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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• Premiums paid upon signing of an option agreement of an option (e.g.
cap, floor, swaptions) are booked as financial instruments asset on
the balance sheet and spread through the income statement over the
period covered by the option;
• When the forward financial instruments are restructured with the
initial counterparty or cancelled and the hedged items still exist, in
order to ensure symmetrical treatment with the hedged item, the
gains and losses on terminated derivatives are recorded in the
balance sheet in the transitional treasury instrument valuation
accounts provided for in the French General Chart of Accounts (Plan
Comptable Général – PCG), pending recognition in the income
statement on a symmetrical basis with the hedged item. Realised
gains and losses on terminated hedging instruments are therefore
recognised in the income statement over the residual life of the
hedged item, symmetrically with the method of recognising income
and expenses on the hedged item. In the case of restructured
transactions, new derivatives are recognised in accordance with the
principles described in the second paragraph above. In order to
centralise the management of interest rate and exchange rate risks at
URW Group level, URW SE contracts internal derivatives with Group
companies. These internal derivatives are systematically rolled over
with mirror derivatives contracted with banking counterparties.
These perfectly matched derivatives are treated as hedging
transactions; and
• When it comes to risk-free optimisation transactions: URW SE can
implement strategies involving the sale of swaptions (an over-the-
counter option giving the buyer of the option the possibility of setting
up a swap under the conditions defined in the option contract) with the
intention of hedging. As the underlying swap of the swaption is
backed by an identified risk to be hedged, the sale of a swaption is
considered as an optimisation strategy without the company taking
on any additional risk at the time the hedging relationship is set up.
These swaption sales follow the principles of hedge accounting:
- The premium received on signing the sale of the swaption is
recognised as a financial instrument on the liabilities side of the
balance sheet and spread through the income statement over the
period covered by the underlying swap.
- If the swaption is exercised, the swap in place is treated as a
hedging instrument.
Regarding isolated positions:
• Changes in value are recognised in the balance sheet;
• A provision is booked for unrealised losses; and
• Any balancing cash adjustments arising on renegotiating these
instruments are recognised directly in the income statement.
The instruments in portfolio at the end of financial year are recorded in
off-balance sheet financial commitments for the nominal value of the
contracts.
2.4.3. Income tax
URW SE, as well as most of its eligible French subsidiaries, opted for the
SIIC regime. Rental income and gains from the disposal of real estate
investments are exempt from income tax if minimum distribution
obligations are met. URW SE and its SIIC subsidiaries are required to
distribute at least:
• 95% of their recurring income and 100% of their dividend income
received from SIIC or equivalent subsidiaries (e.g. SOCIMI), before the
end of the financial year following the year in which the income was
recognised or received; and
• 70% of capital gains, before the end of the second tax year following
the year in which the gain was generated.
URW SE also reports a taxable sector for its non-SIIC ancillary activities.
URW SE is the ultimate parent entity of the URW Group, a multinational
enterprise as defined in Article 223 VJ et seq. of the French General Tax
Code, concerning the global minimum tax. Due to its SIIC status, URW
SE is exempt from the global minimum tax.
Given its SIIC status, URW SE is not liable for the global minimum tax.
The Company was subject to tax audits covering the 2018 to 2023
financial years, which resulted in proposed tax reassessments, the
majority of which are contested by the Company. As at December 31,
2025, the amount of tax risk provided for amounts to €14.6 Mn, based
on the analysis performed by the Company and its advisors.
2.4.4. Treasury shares
Treasury shares are classified when repurchased, either in financial
assets, or in a “treasury shares” sub-account of marketable securities,
when the shares have been purchased for allocation to employees. As
at December31, 2025, the Company has no treasury shares.
2.5. Climate change and risks
Group commitments to support the environmental transition of
cities and retail
Enhanced climate commitments
URW’s commitments focus on strengthening the Group’s greenhouse
gas (“GHG”) emissions reduction trajectory. The Group has set a net-
zero target for Scopes 1 and 2 by 2030, and a net-zero target for Scopes
1, 2 and 3 by 2050, both validated by the Science Based Targets initiative
(SBTi).
By 2030, the Group aims to reduce its Scope 1, 2 and 3 GHG emissions
across its value chain by 50%, while achieving a 90% reduction in Scope
1 and 2 emissions.
Growth in renewable energy production
Since 2021, 100% of URW’s electricity consumption has been sourced
from renewable energy. The Group will continue to expand its
renewable electricity production capacity through a combination of on-
site and off-site renewable energy projects, supporting both a reduction
in its overall carbon footprint and the generation of attractive returns on
investment.
URW targets 50 MWp of on-site solar renewable capacity in Europe by
2030 (2024: 28.18 MWp). To date, 32.28 MWp of solar capacity projects
are already underway, across 334 shopping centres in all countries
where the Group operates.
The implementation of this plan requires limited additional capitalised
expenditure of €28 Mn per year over the period, reflecting URW’s long-
standing strategy of consistent annual investment in its high-quality
assets. This includes :
• €20 Mn per year dedicated to energy efficiency and carbon reduction
initiatives, and
• €8 Mn per year allocated to identified solar photovoltaic (“PV”)
projects.
These investments are expected to generate significant financial
savings, with full effect from 2030 onwards, estimated at €23 Mn per
year, corresponding to a return on investment exceeding 8% for solar PV
projects.
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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Robust employee engagement and governance frameworks
Sustainability is fully embedded in URW’s business strategy. It is
integrated at the highest levels of governance and systematically
considered in key decision-making processes, particularly in relation to
investments.
The Group’s corporate governance has received strong external
recognition, with high-level ESG sub-scores awarded by leading rating
agencies, including:
• ISS-ESG (B rating, Prime status) and
• Sustainalytics, which ranks URW as the number one company
worldwide in its Global Universe, with a negligible risk rating, the
lowest possible level.
URW’s short- and long-term ESG-linked compensation mechanisms
are aligned with the updated Better Places roadmap. Currently :
• 10% of the annual Short-Term Incentive (“STI”) for members of the
Management Board and Executive Committee is contingent on the
achievement of sustainability performance objectives and
• All STI beneficiaries have at least one ESG-related target.
• 25% of long-term incentive plans, covering approximately 20% of
employees, are directly linked to sustainability performance.
2.5.1. Financing activity
Green Loans
• In 2025, the Group renew € 1.15 Bn sustainability-linked credit
facilities with an average maturity of 5.0 years, while €3.35 Bn
existing ones were extended by one year.
• As at December 31, 2025, the total credit lines featuring green or
sustainable indicators stands at €8.0 Bn, and the sustainability-
linked term loans amount to €0.3Bn.
Green Bonds
The Group current Green Bond framework was launched in November
2022, which will apply for all new green financing issuances going
forward. The Green Financing Framework establishes clear
requirements for the financing and/or refinancing of eligible new
development projects and the regeneration of standing assets. It
imposes higher standards on energy performance and new more
stringent eligibility criteria.
As at December 31, 2025. The outstanding nominal value of Green
Bonds amounts to €2.05 Bn.
Note 3. Intangible and tangible assets
3.1. Changes in the gross value of intangible and tangible assets in 2025
(€ thousands)
Gross value
Opening balance
Acquisitions
Additions
Contributions
Merger
(1)
Interaccount
transfers
(2)
Disposal or
contribution
in kind
Gross value
Closing balance
INTANGIBLE ASSETS 285000285
Tangible assets
Land 342,010 0 0 (39,387) 302,624
Buildings 1,353,930 0 10,976 (333,876) 1,031,030
General installations 593 0 0 (593) 0
Other tangible assets 286 0 0 (237) 49
Non-current assets under construction 31,239 21,041 (10,976) 0 41,304
TOTAL TANGIBLE ASSETS 1,728,058 21,041 0 (374,093) 1,375,007
TOTAL
1,728,343 21,041 0 (374,093) 1,375,292
The main movements in tangible assets during the year relate to:
(1) Capital expenditures (works):
• Of Stadshart Amstelveen, located in the Netherlands, recognised under “non-current assets under construction” in 2025 for €13.8 Mn.
(2) Commissioning (put into service):
• Of the Pullman Paris Montparnasse hotel for €6.6 Mn and the CNIT real estate complex for €3.2 Mn.
(3) Disposals:
• Of the Pullman Paris Montparnasse hotel on September 16, 2025, for €374 Mn.
1234 678CHAPTER 5
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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3.2. Changes in depreciation, amortisation and impairment in 2025
3.2.1. Tangible assets
(€ thousands)
Depreciation and
amortisation
Opening balance
Increases due to
merger
Expense in the
period
Decreases
due to sales
Interaccount
transfers
Depreciation and
amortisation
Closing balance
Buildings 520,716 54,168 (94,104) 480,780
General installations 593 0 (593) 0
Other tangible assets 236 1 (237) 0
TOTAL DEPRECIATION AND AMORTISATION 521,545 0 54,169 (94,934) 0 480,780
Depreciation expense for the financial year mainly includes depreciation relating to the Stadshart Amstelveen real estate complex for €19.5 Mn, the
CNIT real estate complex for €16.7 Mn, the Pullman Paris Montparnasse hotel for €10.2 Mn and the Les Ateliers Gaîté shopping centre for €7.8 Mn.
The decrease of €94.9 Mn mainly results from the disposal of the Pullman Paris Montparnasse hotel in September 2025.
3.2.2. Impairment of tangible and intangible assets
(€ thousands) Opening balance
Expense in the
period
Reversals in the period
Interaccount
transfers Closing balanceUnused Used
Impairment of other intangible assets 285 285
Impairment of properties 112,868 23,545 (64,194) 72,219
TOTAL IMPAIRMENT 113,153 23,545 0 (64,194) 0 72,504
TOTAL DEPRECIATION, AMORTISATION AND
IMPAIRMENT
634,698 77,714 0 (159,128) 0 553,284
Impairment of property assets as at December 31, 2025, relates to Dutch assets for €33.7 Mn and to a reversal of €64.1 Mn arising from the disposal
of the Pullman Paris Montparnasse hotel in September 2025.
Impairment charges for the financial year were recognised in operating result.
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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Note 4. Financial assets
4.1. Equity investments
(€ thousands)
Gross value
Opening
balance
Increases due to
acquisitions or
capital increases
Decreases due to
capital
redemption
or sale
Decreases
due to merger
transactions
via dissolution
without liquidation
Gross value
Closing
balance
Group subsidiary investments 24,676,536 2,940,245 (1,057,483) (4,857,527) 21,701,771
Technical loss on group subsidiary investments 585,374 449,919 1,035,293
Long-term investments 7,470 (2,104) 5,366
Other noncurrent financial assets
119 119
TOTAL 25,269,499 3,390,164 (1,059,587) (4,857,527) 22,742,549
The change in the “Group subsidiaries investments” and “Technical
merger losses on Group subsidiaries investments” line items mainly
results from the following:
• The absorption by URW SE of its wholly owned Dutch subsidiary
URTH BV, resulting in:
- the derecognition of URTH BV shares for €4,857.5 Mn.
- the recognition of the shares of subsidiaries previously held by
URTH BV at their net book value in the books of URTH BV,
amounting to €2,078.7 Mn.
- the recognition of a technical merger loss relating to URTH BV
amounting to €449.9 Mn.
• The increase in investment in Rodamco Europe BV following a share
premium contribution of a receivable to Rodamco Europe Properties
BV for €856.3 Mn.
• Increases in the following equity investments:
- Westfield Europe Limited: €2.7 Mn;
- Astaval 87: €1.2 Mn;
- UR-Phobos: €1.0 Mn;
- Sistemas Edgerton II SL: €0.2 Mn.
• Repurchase of 751,005,258 of these shares by Westfield Corporation
Limited for €1,035.9 Mn.
• Disposals of equity investments, including:
- Société de Tayninh: (€21.0 Mn);
- Raise Investissements : (€2.1 Mn) ;
- Trinity Défense : (€0.7 Mn).
4.2. Impairment
(€ thousands)
Gross value
Opening balance
Expense in the
period
Reversals in the period
Other
Gross value
closing
balanceUnused Used
Impairment of Group subsidiary investments 6,968,902 1,670,978 (840,569) (619,194) (2,780,712) 4,399,405
Impairment of merger losses 61,163 200,975 262,138
Impairment of other noncurrent financial assets
6 6
TOTAL 7,030,071 1,871,953 (840,569) (619,194) (2,780,712) 4,661,549
As at December 31, 2025, the Company booked impairments on the
following shares:
• Unibail-Rodamco-Westfield NV: €1,123.3 Mn;
• URW UK Olympic 1 BV: €222.8 Mn;
• URW UK Olympic 2 BV: €222.7 Mn;
• Westfield Europe Limited: €26.2 Mn;
• DORIA: €23.1 Mn;
• URW UK Shepherds 14 BV: €21.3 Mn;
• Westfield Corporation Limited: €9.5 Mn;
• Triangle Renan Participation: €4.6 Mn;
• Unibail Rodamco Spain SL: €3.3 Mn;
• Uniwater: €3.0 Mn;
• SAS UR Phobos: €2.5 Mn;
• Village 7 Défense: €2.0 Mn;
• BEG Investissement: €1.9 Mn;
• WHL USA Acquisition Inc.: €1.7 Mn;
• URW UK Shepherds 13 BV: €1.2 Mn;and
• Astaval 87: €1.3 Mn.
The Company also booked in 2025 reversals of provision on the
following shares:
• Unibail Rodamco TH BV: €2,780.7 Mn (following the absorption of the
subsidiary by URW SE and with no impact on the income statement);
• Rodamco Europe Properties BV: €824.5 Mn;
• Westfield Corporation Limited: €616.0 Mn;
• Proyectos Inmobiliarios Kansar III SL: €12.1 Mn;
• Société de Tayninh: €3.2 Mn;
• Unibail-Rodamco SIF France: €3.2 Mn.
In addition, the Company booked impairments on technical merger
losses as follows:
• URW UK Olympic 1 BV: €75.4 Mn;
• URW UK Olympic 2 BV: €75.4 Mn;
• Westfield Europe Limited: €48.1 Mn;
• BEG Investissement: €1.2 Mn;
• URW UK Olympic 3 BV: €0.7 Mn.
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5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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Details of equity investments are presented below.
4.3. Subsidiaries and investments
Company
(€ Mn)
Share
capital
Shareholders
’ equity other
than share
capital
before
income
allocation
Capital
held
(%)
Gross
carrying
amount
of
shares
Merger
loss
Net
carrying
amount
of
shares
Loans and
advances
not yet
repaid
Deposits
and
guarantee
s given
Revenue
excl. VAT
2025
statutory
result
Dividends
received
in 2025
and
included
in income
1. Subsidiaries (more than 50% owned)
AQUABON 1 100.00% 1 1 1 1
ASTAVAL 87 100.00% 1 0 35 1 (2)
BEG INVESTISSEMENTS (4) 99.80% 4 21 2 14 2
BUREAUX DE LA TOUR CRÉDIT
LYONNAIS
99.99% 17 17 9 4 3 3
CIRCLOW SL 100.00%
CNIT DÉVELOPPEMENT 99.90% (1)
DORIA 10 248 90.34% 532 500 (53)
ESPACE EXPANSION IMMOBILIÈRE 100.00%
FINANCIÈRE 5 MALESHERBES 99.98% 118 118 26 20 20
GAÎTÉ PARKINGS 8 99.99% 16 8 21 3 2 2
GALILÉE-DÉFENSE 100.00% 11 11 205 16
GLOBAL ETSY INVESTMENTS SL 14 12 100.00% 31 31 4
IMMOBILIÈRE LIDICE 100.00%
MALTESE 99.98% 2 1
MARCEAU BUSSY-SUD 99.99% 7 2 1 1
MONTHÉRON 99.90% 1
NOTILIUS 99.90%
PROYECTOS INMOBILIARIOS
KANSARIII SL
22 11 100.00% 51 44 7 12
PROYECTOS INMOBILIARIOS TIME
BLUE SL
51.11% 1 1
R.E. FRANCE FINANCING 100.00% 7 0 517
RODAMCO EUROPE PROPERTIES BV 670 6,598 100.00% 8,431 7,678 702
RODAMCO FRANCE 183 842 100.00% 1,155 523 1,678 5 89 55
RODAMCO PROJECT I BV 3 100.00% 3 3
SA CROSSROADS PROPERTY
INVESTORS
100.00% 1 0
SCI TOUR TRIANGLE 99.91% 2 0
SISTEMAS EDGERTON II SL 3 3 100.00% 6 2
SOCIÉTÉ FONCIÈRE IMMOBILIÈRE (1) 100.00% 4 0 4
SOUTH PACIFIC REAL ESTATE SL 3 2 100.00% 4 4
TRIANGLE RENAN PARTICIPATION 4 28 100.00% 42 38 (5)
U&R MANAGEMENT BV 2 100.00%
UNIBAIL-RODAMCO PARTICIPATIONS 2 100.00% 5 5 31
UNIBAIL-RODAMCO REAL ESTATE SL 14 (2) 100.00% 29 29 53 5 25 8
UNIBAIL-RODAMCO RETAIL SPAIN SLU 50 436 100.00% 773 773 597 153 146 40
UNIBAIL-RODAMCO SIF France 22 2 100.00% 77 42 24
UNIBAIL-RODAMCO SPAIN SL 48 35 100.00% 150 107 42 5 10
UNIBAIL-RODAMCO STEAM SL 4 18 51.11% 210 210 220 63 15
UNI-COMMERCES 1,048 1,101 99.99% 2,297 2,297 48 244 179
UNIWATER 13 100.00% 22 12 10 10 (1)
UR VERSAILLES CHANTIERS 99.90% 22
UR-PHOBOS 1 100.00% 11 0 (2)
URW UK OLYMPIC 1 BV 74 100.00% 260 75 37 253 239
URW UK OLYMPIC 2 BV 21 100.00% 260 75 37 253 239
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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Company
(€ Mn)
Share
capital
Shareholders
’ equity other
than share
capital
before
income
allocation
Capital
held
(%)
Gross
carrying
amount
of
shares
Merger
loss
Net
carrying
amount
of
shares
Loans and
advances
not yet
repaid
Deposits
and
guarantee
s given
Revenue
excl. VAT
2025
statutory
result
Dividends
received
in 2025
and
included
in income
URW UK OLYMPIC 3 BV 4 100.00% 4 10 14 (1)
URW UK OLYMPIC 4 BV (1) 100.00% 16 16 (1)
URW UK SHEPHERDS 1 BV 481 100.00% 481 110 591 12 6
URW UK SHEPHERDS 2 BV 409 100.00% 409 95 504 10 5
URW UK SHEPHERDS 3 BV 87 100.00% 87 20 107 2 2
URW UK SHEPHERDS 13 BV 16 100.00% 16 14 (1)
URW UK SHEPHERDS 14 BV 21 100.00% 21 0 1
VALOREXPO 100.00%
VILLAGE 5 DÉFENSE 5 (2) 100.00% 5 5 36 3 (1)
VILLAGE 7 DÉFENSE 2 (7) 100.00% 2 0 21 (6)
VILLAGE 8 DÉFENSE 100.00% 2 1
WESTFIELD CORPORATION LIMITED 66 (117) 100.00% 214 77 22 116
WESTFIELD ENERGY SL 100.00%
WESTFIELD EUROPE LIMITED 555 (553) 100.00% 544 48 517 82 21
TOTAL I
2,724
9,791 16,315 1,035 15,512 1,877 10 422 1,850 799
2. Investments (between 10% to 50% owned)
GENIEKIOSK 50.00% 1 0
LA ROUBINE 3 50.00% 1 1
SCI LE SEXTANT (52) 49.00% 5 5 7 5 1
SIAGNE NORD 5 3 22.48% 2 2
SP POISSY RETAIL ENTERPRISES 50.00%
TRINITY DÉFENSE 2 117 20.00% 36 28 2 1
UNIBAIL-RODAMCO-WESTFIELD N.V. 120 5,930 40.38% 4,851 2,318 278 11
WHL USA ACQUISITIONS INC. 579 (541) 25.20% 527 235 (91)
TOTAL II 709 5,457 5,387 0 2,561 321 5 28 (77) 1
Other investments 5 5
TOTAL 3,433 15,248 21,707 1,035 18,078 2,198 15 450 1,773 800
Note 5. Loans and other financial assets
(€ thousands) Dec. 31, 2024 Increases Decreases
Impact of
exchange rate
fluctuations
Dec. 31, 2025
Loans to subsidiaries – principal 9,894,394 3,381,930 (3,220,062) 32,865 10,089,127
Accrued on subsidiaries loans 67,847 51,838 (67,847) 51,838
Other loans 10 10
TOTAL 9,962,251 3,433,768 (3,287,909) 32,865 10,140,975
(€ thousands) Opening balance
Expense in the
period
Reversals in the period
Other movements Closing balanceUnused Used
Impairment on subsidiary loans 61,217 61,217
TOTAL 61,217 0 0 0 61,217
The change in the “Loans to subsidiaries – principal” line item mainly results from the granting of two new loans for a total amount of €476 Mn, as
well as from the repayment of a PLN-denominated loan amounting to €248 Mn and the partial repayment of a SEK-denominated loan amounting to
€65 Mn.
As of December 31, 2025, impairments on loans relate to a loan granted to Westfield Italian Holdings Sarl.
1234 678CHAPTER 5
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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The maturity of loans to subsidiaries as at December 31, 2025, is as follows:
1 year or less: €1,993 Mn
Between 1 and 5 years: €7,381 Mn
More than 5 years: €715 Mn
TOTAL €10,089 Mn
Note 6. Receivables
(€ thousands)
Dec. 31, 2025
Dec. 31, 2024
Receivables from Group and associated companies 855,867 2,720,292
Valuation differences on derivates 277,539 202,516
Accrued income on derivatives 51,562 67,462
Sundry debtors 28,182 97,734
Trade receivables 89,083 72,941
State other public authorities 30,879 40,668
Employee receivables 4,402 3,220
Doubtful or disputed receivables 24,911 15,767
Prepaid expenses 029
TOTAL 1,362,426 3,220,629
The “Group and associated companies" line item mainly corresponds to
current account financing granted to Group companies and to
upstreaming of profits from subsidiaries. The change in this line item
mainly results from the contribution to the subsidiary Europe Properties
BV, as a share premium, of a net receivable amounting to €856.3 Mn
(gross receivable of €1.6 Bn recognised as at December 31, 2024).
The “Valuation differences on derivates” line item essentially
corresponds to cash settlements arising from the termination of
hedging swaps carried out in 2025 for €143.8 Mn and from prior
financial years for €71.3 Mn, as well as to the fair value measurement of
derivatives in open isolated position for €62.4 Mn.
“Sundry debtors” mainly include income to be received on foreign
exchange options amounting to approximately €17 Mn, as well as
capital calls relating to the CNIT real estate complex (€1.4 Mn).
“The “Trade receivables” line item notably includes accrued income, the
balance of rent-free periods and stepped rents spread over time
relating to the property business, and customer balances relating to the
rebilling of Group Service Charges.
6.1. Impairment of receivables
(€ thousands) Opening balance
Expense in the
period
Reversals in the period
Closing
balanceUnused Used
Impairment of doubtful receivables 12,801 4,184 (2,945) (357) 13,683
Impairment of subsidiary current accounts 150 2,117 2,267
TOTAL 12,951 6,301 (2,945) (357) 15,950
Note 7. Marketable securities
(€ thousands)
Dec. 31, 2025
Dec. 31, 2024
Term deposit 677,720 2,756,663
Bank accounts with a debit balance 798,116 1,452,624
Cash instruments 82,650 104,906
TOTAL 1,558,485 4,314,193
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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There is no difference between the book value of term deposit on the balance sheet and their market value.
The term deposits have short or medium term:
• 3-month term with a fixed rate or a float rate fixed in advance;
• A term going up to 18 months with the possibility to withdraw the funds by anticipation with a 32-day notice period. In this case, the rate applied is
reviewed every 3 months.
“Cash instruments” mainly relate to fees on interest rate swaps that have not yet been amortised.
Note 8. Borrowing costs and bond issue premium
(€ thousands)
Dec. 31, 2025
Dec. 31, 2024
Charges on bank loans and borrowings 23,740 23,535
Charges on bonds 43,436 54,283
Charges on hybrid securities 14,948 13,834
Bond issue premium 51,251 62,252
Hybrid securities issue premium 8,013 0
TOTAL 141,388 153,904
Note 9. Currency adjustments and valuation differences - Assets
(€ thousands)
Dec. 31, 2025
Dec. 31, 2024
Subsidiary loans in SEK 91,718 135,387
Subsidiary loans in USD 69,569 0
Group borrowings in GBP 0 4,742
Subsidiary loans in GBP 4,124 0
Derivatives 00
TOTAL 165,411 140,129
Note 10. Accrued income
(€ thousands)
Dec. 31, 2025
Dec. 31, 2024
Financial assets 51,838 67,847
Other trade receivables 20,193 46,178
Trade payables 459 613
Taxes 7,871 8,798
Group and associates 5,932 9,668
Other receivables 50,494 72,534
TOTAL 136,786 205,638
The decrease in the “Financial assets” line item mainly results from the reduction in accrued interest on loans.
As of December 31, 2025, the “Other receivables” line item mainly comprises income receivable on swaps amounting to €46.5 Mn, as well as interest
receivable relating to floors amounting to €2.6 Mn.
1234 678CHAPTER 5
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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Note 11. Changes in shareholders’ equity as at December 31, 2025
Number of shares: 143,358,222
Par value: €5
(€ thousands)
Before allocation
of net result
Dec. 31, 2024
Allocation of 2024
net result
2025 changes
Before
allocation of net
result Dec. 31,
2025
Share capital 713,148 0 3,643
(1)
716,791
Reserves 13,584,478 0 (484,787) 13,099,691
Additional paid-in capital: Issue premium 2,662,774 16,373
(1)
2,679,147
Additional paid-in capital: Contribution premium 10,848,755 (501,160) 10,347,595
Legal reserve 69,144 69,144
Other reserves 00
Reserve for euro translation 3,805 3,805
Retained earnings (2,829,692) 943,172 0 (1,886,520)
Net result 943,172 (943,172) (609,122) (609,122)
Regulated provisions 29,066 29,066
TOTAL SHAREHOLDERS' EQUITY 12,440,172 0 (1,090,266) 11,349,907
Dividend
0
(1) Changes in share capital and share premium relate mainly to the capital increase as part of the capital increase reserved for employees carried out under the company
savings plan, the issue of performance shares and the exercise of stock options.
Due to the lack of net result available for distribution, the SIIC obligation created in 2025, i.e. €250.9 Mn and the residual SIIC obligation created in the
previous years for €2,521.9 Mn, will be carried forward until URW SE reports positive results available for distribution. The total amount of the SIIC
obligations carried forward is €2,772.8 Mn.
11.1. Change in the number of shares comprising the share capital
Number of
shares
As at Jan. 1, 2024 139,041,391
Capital increase under the acquisition of a stake in URW Germany 3,254,000
Capital increase reserved for employees under the Company Savings Plan 108,496
Exercise of stock options 59,150
Performance shares grants 166,510
As at Dec. 31, 2024 142,629,547
Capital increase reserved for employees under the Company Savings Plan 122,785
Exercise of stock options 208,502
Performance shares grants 397,388
As at Dec. 31, 2025 143,358,222
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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Note 12. Other equity
(€ thousands)
Dec. 31, 2025
Dec. 31, 2024
Hybrid securities 1,832,900 1,844,800
TOTAL 1,832,900 1,844,800
To finance the cash portion of the acquisition of the Westfield Corporation Group completed on June 7, 2018, Unibail-Rodamco-Westfield SE issued
hybrid instruments in April 2018, classified under “Other equity”, in accordance with OEC Opinion No. 28 (July 1994).
During the years 2023 and 2025, URW SE carried out repurchases and new issuances of hybrid securities.
As at December 31, 2025, URW SE’s total hybrid portfolio amounts to €1,832.9 Mn and comprises the following instruments:
• €333 Mn bearing a 2.875% coupon, issued in April 2018, with an initial non-call period of 8 years;
• €815 Mn bearing a 4.875% coupon, issued in April 2025, with an initial non-call period of 5 years;
• €685 Mn bearing a 4.75% coupon, issued in September 2025, with an initial non-call period of 6 years.
Note 13. Provisions for contingencies and expenses
(€ thousands) Opening balance
Expense in the
period
Reversals in the period
Closing
balanceUnused Used
Provisions for contingencies 9,523 3,390 12,913
Provisions for foreign exchange losses 140,129 73,693 (30,536) (17,875) 165,411
Provisions for risks on derivatives 0 62,424 62,424
Other provisions 10,402 18,430 28,832
TOTAL 160,054 157,937 (30,536) (17,875) 269,580
The change in the “Provisions for foreign exchange losses” line item mainly results from provisions recognised for unrealised foreign exchange losses
following the depreciation of US dollar, and reversals resulting from the appreciation of the Swedish krona.
As of December 31, 2025, the "Provisions for risks on derivatives" line corresponds to the provision recorded for derivative instruments in an isolated
open position with a negative fair value.
The change in the “Other provisions” line item mainly results from the recognition of provisions for subsidiary-related risks relating to Village 7
Défense for an amount of €3.6 Mn and URW UK Shepherds 14 BV for an amount of €10.0 Mn.
1234 678CHAPTER 5
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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Note 14. Borrowings and financial liabilities
(€ thousands) Dec. 31, 2024 Increases Decreases
Impact of exchange
rate fluctuations
Dec. 31, 2025
Bonds 18,646,577 144,634 (3,432,779) 0 15,358,432
Principal outstanding 18,468,438 (3,254,641) 15,213,797
Accrued interest 178,139 144,634 (178,139) 144,634
Bank loans and borrowings 436,564 0 (169,122) 0 267,480
Principal outstanding 425,000 (162,500) 262,500
Accrued interest 7,619 (2,658) 4,961
Bank accounts with a credit balance 3,945 (3,964) 19
Miscellaneous borrowings and financial liabilities 2,661,215 879,683 (1,321,409) 0 2,219,489
Deposits and guarantees 7,178 209 209 7,595
Other borrowings 682,985 54,651 (139,777) 597,859
Payables on other borrowings 8,098 (4,128) 3,970
Commercial paper 0 796,859 (796,859) 0
Payables on hybrid securities 33,571 26,254 (33,571) 26,253
Subsidiary current accounts 1,921,902 (339,801) 1,582,101
Transfer of subsidiaries’ earnings 7,481 1,711 (7,481) 1,711
TOTAL 21,744,356 1,024,317 (4,923,310) 0 17,845,401
The change in the “Bond borrowings – principal debt” line item mainly
results from the repayment of a €500 Mn “Green Bond” maturing in
March 2025, three euro-denominated bond tranches for a total amount
of €1.9 Bn maturing in February, March and September 2025, and four
Hong Kong dollar-denominated bond tranches for a total amount of
HKD 2.4 Bn (equivalent to €261.7 Mn and maturing in February, March,
October and November 2025) all issued under the Euro Medium Term
Notes (EMTN) program, as well as from the repurchase of a €600 Mn
bond maturing in June 2026.
The change in the “Bank loans and borrowings - principal outstanding”
line item mainly relates to the repayment of bank borrowings
amounting to €162.5 Mn.
As at December 31, 2025, the “Subsidiary current accounts” line item is
composed of placements made by the following subsidiaries:
• Uni-Commerces: €255.2 Mn;
• Rodamco Europe Finance BV: €193.5 Mn;
• Unibail Rodamco Retail Spain SL: €163.1 Mn;
• URW Invest GmbH: €150.74 Mn;
• Rodamco France: €100.8 Mn;
• Unibail-Rodamco Polska sp. z o.o.: €70.5 Mn;
• Unibail Management: €70.4 Mn;and
• Unibail Rodamco Spain SLU: €55.1 Mn.
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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14.1. Characteristics of bonds and EMTNs
Issue date
(based on value date) Interest rate
Amount
outstanding as at
Dec. 31, 2025
(€ Mn)
Maturity
November 2010 Fixed rate 4.170% 41 November 2030
October 2011 Fixed rate 4.100% 27 October 2031
November 2011 Fixed rate 4.050% 20 November 2031
March 2014 Fixed rate 3.080% 20 March 2034
April 2014 Fixed rate 3.080% 30 April 2034
April 2015 Fixed rate 1.375% 655 April 2030
November 2015 Fixed rate 2.066% 30 November 2030
December 2015
Fixed rate 2.100% for 3 years then Structured coupon linked to CMS 10 years
(floored at 0%, capped at 3.000%) 70 December 2030
March 2016 Fixed rate 1.375% 500 March 2026
March 2016 Floating rate (Euribor 6M floored at 0.95%, capped at 3.000%) 20 March 2027
April 2016 Fixed rate 1.125% 500 April 2027
April 2016 Fixed rate 2.000% 500 April 2036
December 2016 Fixed rate 2.740% for a par value of HKD 500 Mn 61 November 2026
February 2017 Fixed rate 1.500% 600 February 2028
May 2017 Fixed rate 1.500% 500 May 2029
May 2017 Fixed rate 2.000% 500 May 2037
May 2018 Fixed rate 1.875% 900 January 2031
May 2018 Fixed rate 2.25% 500 May 2038
June 2018 Structured coupons linked to CMS 15 years 40 June 2033
December 2018 Fixed rate 2.000% 100 December 2033
February 2019 Fixed rate 1.750% 750 February 2034
February 2019 Fixed rate 1.000% 750 February 2027
July 2019 Fixed rate 1.750% 500 July 2049
October 2019 Fixed rate 0.875% 750 March 2032
April 2020 Fixed rate 2.625% 800 April 2030
June 2020 Fixed rate 2.000% 750 June 2032
December 2020 Fixed rate 0.625% 1,000 May 2027
December 2020 Fixed rate 1.375% 1,000 December 2031
May 2021 Fixed rate 0.750% 650 October 2028
May 2021 Fixed rate 1.375% 600 May 2033
December 2023 Green Bond fixed rate 4.125% 750 December 2030
September 2024 Green Bond fixed rate 3.875% 650 September 2034
September 2024 Green Bond fixed rate 3.500% 650 September 2029
TOTAL 15,214
1234 678CHAPTER 5
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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14.2. Maturity of borrowings and financial liabilities
(€ thousands) One year or less
Between
1 and 5 years More than 5 years
Total
Other bonds 705,432 7,016,000 7,637,000 15,358,432
Bonds 560,798 7,016,000 7,637,000 15,213,798
Accrued interest 144,634 144,634
Bank loans and borrowings 4,980 262,500 0 267,480
Bank loans 262,500 262,500
Accrued interest on bank loans 4,961 4,961
Bank accounts with a credit balance 19 19
Miscellaneous borrowings and financial liabilities 2,219,280 0 0 2,219,280
Deposits and guarantees 7,387 7,387
Other borrowings 597,858 597,858
Payables on other borrowings 3,970 3,970
Payables on hybrid securities 26,253 26,253
Subsidiary current accounts 1,582,101 1,582,101
Transfer of subsidiaries’ earnings 1,711 1,711
TOTAL 2,929,692 7,278,500 7,637,000 17,845,192
14.3. Contractual obligations
relating to borrowings
and EMTNs
No borrowings are subject to early repayment clauses linked to the
Company’s debt ratings, barring exceptional circumstances such as a
change of control.
The bonds are not subject to any contractual covenants based on
financial ratios that could trigger early redemption.
The funds raised with the Green Bond issue must be used to fund
projects or assets meeting certain criteria such as for obtaining
BREEAM certification.
A significant share of bank loans and credit facilities contains financial
covenants such as Loan To Value (“LTV”), ICR and FFO/NFD ratios, as
well as a prepayment clause in the event of a material adverse change.
14.3.1. Levels of financial covenants applied in Europe on URW Group
Covenants Limit
Dec. 31, 2025
Dec. 31, 2024
LTV < 60% 39% 41.8%
ICR > 2x 4,4x 4.2x
FFO/NFD > 4% 8.9% 8.3%
These covenants are tested twice a year based on the Group’s IFRS
financial statements. As at December 31, 2025:
All these covenants are complied with:
• 100% of the Group’s credit facilities and bank loans allowed an LTV
ratio of up to 60% of total assets or the value of the borrowing entity’s
assets;
• 100% of the Group’s credit facilities and bank loans require an ICR >2x
for the Group or the borrowing entity; and
• 100% of the Group’s credit facilities and bank loans include a FFO/
NFD covenant. These require an FFO/NFD above 4% for the Group.
14.3.2. Interest rate risk
URW SE is exposed to interest rate fluctuations on its floating-rate
borrowings, which finance its investment policy and maintain sufficient
financial liquidity. The Company’s management policy regarding
interest rate risk is to minimize the impact that changes in interest rates
could have on earnings and cash flow and optimize the overall cost of
debt. To implement this strategy, URW SE uses derivative instruments
(mainly caps and swaps) to hedge its interest rate exposure. All
transactions are managed centrally and independently.
14.3.3. Counterparty risk
The derivative instruments put in place to limit interest rate risks expose the Company to the risk that its counterparties may default on their
obligations. To limit counterparty risk, URW SE only contracts hedge with leading international financial institutions.
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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Note 15. Other liabilities
(€ thousands)
Dec. 31, 2025
Dec. 31, 2024
Financial derivative instruments 556,620 0
Amounts due to suppliers 45,631 40,817
Employee payables and similar payables 27,879 13,121
State other public authorities 16,778 18,014
Payables on fixed assets and related accounts 23,204 28,627
Other liabilities 184,868 577,818
On property activities 46,497 87,919
On derivatives and other financial transactions 138,371 489,597
Other sundry liabilities 0 302
TOTAL 854,980 678,397
The “Financial derivative instruments” line item mainly includes costs relating to the implementation of swaps amounting to €306.9 Mn, as well as
premiums paid upon inception of swaptions amounting to €89.5 Mn.
Note 16. Deferred income
(€ thousands)
Dec. 31, 2025
Dec. 31, 2024
Property business 15,607 5,301
Balancing cash adjustment on Group debt 05
Arrangement fee on subsidiary loans 3,563 7,025
TOTAL 19,170 12,331
Note 17. Currency adjustments and valuation differences - Liabilities
(€ thousands)
Dec. 31, 2025
Dec. 31, 2024
Subsidiary loans in AUD 69 0
Subsidiary loans in CZK 18,180 10,958
Subsidiary loans in DKK 15 74
Subsidiary loans in PLN 5,017 17,234
Group debt in USD 0 141,263
TOTAL 23,281 169,529
Note 18. Accrued charges
(€ thousands)
Dec. 31, 2025
Dec. 31, 2024
Miscellaneous borrowings and financial liabilities 179,818 227,428
Trade receivables 6,967 1,547
Trade payables 20,198 51,993
Employee payables 11,399 6,594
Social security and similar payables 13,731 5,489
Tax payables 3,167 5,761
Subsidiary current accounts 4,663 4,825
Other liabilities 37,539 22,117
TOTAL 277,482 325,754
1234 678CHAPTER 5
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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Note 19. Maturity of receivables and payables at the end of the
reporting period
19.1. Maturity of receivables
(€ thousands) Gross
Maturity
1 year or less More than 1 year
Receivable on non-current assets
Other long-term investments 000
Loans
(1)
10,140,965 2,044,444 8,096,521
Other 10 0 10
Current asset receivables
Trade receivables from activity
Doubtful or disputed receivables 24,911 24,911 0
Other trade receivables from activity 89,083 89,093 0
Other receivables
Employee receivables 4,402 4,402 0
State and public entities 30,879 30,879 0
Receivables from group and associated companies 855,867 855,867 0
Accrued income on derivatives 51,562 51,562 0
Sundry debtors 28,182 28,182 0
Difference of assessment of derivatives 277,539 62,423 215,116
Prepaid expenses
Overheads 000
TOTAL 11,503,401 3,191,753 8,311,647
(1) Loans granted during the financial year
Loans repaid during the financial year
3,381,930
3,220,062
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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19.2. Maturity of liabilities
(€ thousands) Gross
Maturity
1 year or less
Between
1 and 5 years More than 5 years
Convertible bonds
(1)
0000
Other bonds
(1)
15,358,432 705,432 7,016,000 7,637,000
Bank loans and borrowings
(1)
267,480 4,980 262,500 0
Miscellaneous borrowings and financial liabilities
(1)
2,219,280 2,219,280 0 0
Advances and down payments received 0000
Derivative financial instruments 556,620 (23,790) 231,930 348,480
Amounts due to suppliers 45,631 45,631 0 0
Tax and social security liabilities
Employee payables and similar payables 27,879 27,879 0 0
State and public entities 16,778 16,778 0 0
Amounts due on fixed assets 23,204 23,204 0 0
Other liabilities 184,868 145,625 0 39,243
Deferred income
Property business 15,607 15,607 0 0
Balancing cash adjustment on Group debt 0000
Arrangement fee on subsidiary loans 3,563 1,575 1,996 0
TOTAL 18,719,341 3,182,200
7,512,426 8,024,723
(1) New liabilities
Liabilities repaid during the financial year
54,651
3,563,976
Note 20. Operating income
20.1. Revenue
(€ thousands)
2025
2024
Property business 51,381 88,382
Offices & Others segment 5,352 42,686
Shopping Centres segment 43,477 43,243
Convention & Exhibition segment 2,552 2,453
Other rebilled items 116,228 109,631
TOTAL 167,609 198,013
The change in the “Offices & Others segment" mainly results from a decrease in rental income on the CNIT Offices asset (-€10.3 Mn) and from the
disposal of the Pullman Paris Montparnasse hotel in September 2025, resulting in a negative impact of €21.8 Mn relating to the unwinding of rent-
free period accruals.
1234 678CHAPTER 5
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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20.2. Reversals of depreciation, impairment and provision
(€ thousands)
2025
2024
Reversals of impairment 67,496 9,418
Reversals of provisions for disputes 0 8,309
Reversals of impairment of doubtful receivables 3,302 1,109
Reversals of impairment of buildings 64,194 0
Rebilled expenses and expense transfers 0 25,408
TOTAL 67,496 34,826
The “Reversals of impairment on property assets” line item relates to the disposal of the Pullman Paris Montparnasse hotel in September 2025.
20.3. Gains on disposals of intangible and tangible assets
(€ thousands)
2025
2024
Gains on disposal of intangible and tangible fixed assets 276,167 0
TOTAL 276,167 0
The “Gains on disposals of intangible and tangible assets” line item corresponds to the sale price of the Pullman Paris Montparnasse hotel, sold in
September 2025.
20.4. Other income
(€ thousands)
2025
2024
Key money 21,740 765
Speciality leasing fee 1,848 2,293
Other (114) 5,433
TOTAL 23,474 8,491
Note 21. Operating expenses
21.1. Other purchases and external charges
(€ thousands)
2025
2024
1- EQUIPMENT, MATERIALS AND WORKS 00
2- PURCHASES OF CONSUMABLES 587 319
3- EXTERNAL SERVICES 18,483 19,921
Property business 16,797 17,710
Leases and rental expenses 14,331 15,117
Maintenance and repair 2,466 2,753
Insurance 0 (160)
General expenses 1,686 2,211
Leases and rental expenses 0 257
Maintenance and repair 91 11
Insurance 1,227 1,370
Miscellaneous 368 573
4- OTHER EXTERNAL SERVICES 108,294 117,473
Property business 3,894 4,851
General expenses 104,400 112,622
TOTAL 127,364 137,713
The “Other external services – General expenses” line item mainly includes rebilled items relating to the Group Service Charges agreement, which
decreased by €10.3 Mn in 2025.
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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21.2. Taxes and related
(€ thousands)
2025
2024
Taxes on remuneration 1,186 1,203
Property taxes 5,695 5,217
Other taxes 190 838
TOTAL 7,071 7,258
21.3. Personnel expenses
(€ thousands)
2025
2024
Salaries 14,999 10,360
Social security contributions 11,247 4,474
TOTAL 26,246 14,834
21.4. Depreciation and amortisation of non-current assets and deferred
charges
(€ thousands)
2025
2024
Tangible assets 54,168 58,993
Deferred charges
Charges on borrowings 0 18,781
Charges on hybrid securities 0 4,637
TOTAL 54,168 82,411
As from January 1, 2025, deferred charges, borrowing costs and hybrid securities issuance costs are recognised as financial depreciation,
amortisation and impairment charges (see Note 23.1).
21.5. Impairment and provision expenses
(€ thousands)
2025
2024
Non-current assets 23,545 15,222
Current assets 4,184 4,918
Contingencies and expenses 605 878
TOTAL 28,334 21,018
In 2025, the “Non-current assets” line item includes impairment charges relating to the Les Ateliers Gaîté shopping centre amounting to €23.5 Mn.
21.6. Net book value of disposed intangible and tangible assets
(€ thousands)
2025
2024
Net book value of disposed intangible and tangible assets 279,162 0
TOTAL 279,162 0
The “Net book value of disposed intangible and tangible assets” line item corresponds to the net book value of the Pullman Paris Montparnasse hotel,
sold in September 2025.
1234 678CHAPTER 5
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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21.7. Other operating expenses
(€ thousands)
2025
2024
Attendance fees 931 1,259
Eviction and termination indemnities paid 950 0
Irrevocable receivables and miscellaneous operating lease expenses 4,738 6,827
TOTAL 6,619 8,086
Note 22. Financial income
22.1. Investment income
(€ thousands)
2025
2024
Subsidiary income transferred 31,829 36,924
Dividends 296,489 614,790
Repayment of an equity premium received from subsidiaries 478,017 0
Other 2,315 2,599
TOTAL 808,650 654,313
Income transfers from tax-transparent companies mainly relates to
Financière 5 Malesherbes (€20.2 Mn), Bureaux de la Tour Crédit
Lyonnais (€3.1 Mn), UR Versailles Chantiers (€2.4 Mn) and Gaîté
Parking (€2.1 Mn).
Only accounting profits of transparent subsidiaries with a clause in their
articles of association providing for the automatic transfer of result are
recognised as at December 31 of the year. If a subsidiary incurs losses,
irrespective of any statutory clause governing the recognition of results,
such losses are considered at year-end and recognised as financial
expenses under “Interest and similar charges” (see Note 23.2).
The main distributions received in 2025 in respect of the 2024 financial
year were as follows:
• Uni Commerces: €178.9 Mn (€108.7 Mn in 2024);
• Rodamco France: €55.2 Mn (€242.5 Mn in 2024);
• Unibail Rodamco Retail Spain SL: €40.3 Mn (€42.6 Mn in 2024);
• Unibail Rodamco Spain SLU: €9.9 Mn (€218.9 Mn in 2024); and
• Unibail Rodamco Real Estate: €8.0 Mn (€0 Mn in 2024).
In 2025, URW SE received premium reimbursements from its Dutch
subsidiaries URW UK Olympic 1 BV and URW UK Olympic 2 BV, for a
total amount of €478 Mn.
22.2. Income from other marketable securities and receivable on non-
current assets
(€ thousands)
2025
2024
Income from loans to subsidiaries 439,012 551,573
TOTAL 439,012 551,573
In 2025, contributing subsidiaries mainly included Westfield America LP for €86.5 Mn, Unibail Rodamco ÜSQ Bleu 1 GmbH & Co. for €39.7 Mn, Unibail
Rodamco Polska Sp. z o.o. for €38.1 Mn, Unibail Rodamco Retail Spain SL for €27.0 Mn, Viparis Porte de Versailles for €23.0 Mn, RE France Financing
for €17.3 Mn, Rodamco Retail Deutschland BV for €17.1 Mn, URW Nederland Winkels 2 BV for €15.3 Mn, WOOD Sp. z o.o. for €14.3 Mn and Unibail
Rodamco Steam SL for €14.0 Mn.
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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22.3. Other interest income
(€ thousands)
2025
2024
Bank fees 20,579 58,101
Interest on subsidiary current accounts 28,030 58,310
Income on caps, floors and swaps 315,234 476,642
Deferred recognition of fees on subsidiary loans 4,162 52,903
Interest on marketable securities 72,038 138,843
Other financial income 988 69
TOTAL 441,031 784,868
The “Income on caps, floors and swaps” line item includes, in 2025, interest income amounting to a total of €228.9 Mn, as well as the amortisation of
cash settlements amounting to €85.9 Mn.
The change in the “Interest on marketable securities” line item mainly results from the decrease in outstanding term deposits (see Note 7).
22.4. Reversals of impairment and expense transfers
(€ thousands)
2025
2024
Reversal of provisions for subsidiaries 1,459,764 232,096
Reversals of provisions for foreign exchange gains and losses 48,410 11,727
Reversal of provision for risk on subsidiary 0 28,568
Reversal of provision on receivables from equity investments 0 746,837
Reversal of provision for currency risk on derivatives 0 7,830
TOTAL 1,508,174 1,027,058
The Company recognised reversals of impairment on shares in 2025 (see Note 4).
22.5. Foreign exchange gains
(€ thousands)
2025
2024
USD foreign exchange gains 121,456 231,546
HKD foreign exchange gains 42,801 0
PLN foreign exchange gains 20,224 1,369
GBP foreign exchange gains 9,530 8,677
SEK foreign exchange gains 1,825 2,176
CZK foreign exchange gains 810 7,707
DKK foreign exchange gains 06
Other foreign exchange gains 223 21
TOTAL 196,869 251,502
22.6. Gains on disposals of financial assets
(€ thousands)
2025
2024
Gains on disposal of financial fixed assets 489,596 0
TOTAL 489,596 0
In 2025, the “Gains on disposals of financial assets” line item mainly includes:
• The sale price of 751,005,258 shares of Westfield Corporation
Limited repurchased by Westfield Corporation Limited (share
buyback) for €416.4 Mn (see Note 1);
• The sale price of the shares in Trinity Défense for €69.6 Mn (see
Note1); and
• The sale price of the shares in Société de Tayninh for €1.0 Mn (see
Note 1).
1234 678CHAPTER 5
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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Note 23. Financial expenses
23.1. Depreciation, amortisation and impairment
(€ thousands)
2025
2024
Depreciation and amortisation
Bond issue premium 11,001 11,880
Hybrid securities issuance premium 915 0
Provisions for contingencies
Currency risk on loans 73,693 16,880
Currency risk on borrowings 0 4,742
Risk on subsidiary 13,703 0
Impairment and provisions
On shares (including merger losses) 1,871,955 1,130,602
On receivables from equity investments or current accounts 2,117 0
Risk on derivatives 62,423 0
Deferred charges
Charges on borrowings 18,049 0
Charges on hybrid securities 15,891 0
TOTAL 2,069,747 1,164,104
In 2025, provisions were booked for shares held in subsidiaries and receivables from equity investments (see note4).
23.2. Interest expenses
(€ thousands)
2025
2024
Bank fees 25,188 43,487
Fees on deposits and confirmed credit facilities 26,745 27,129
Interest on borrowings 41,294 107,492
Interest on bonds 311,436 310,602
Interest on current accounts 21,826 17,713
Interest on hybrid securities 80,373 98,923
Interest on commercial papers 2,000 0
Repurchase premium on hybrid securities and bond issuances 95,649 0
Charges on caps, floors and swaps 464,854 527,567
Financial charges on dissolution of subsidiaries without liquidation in a merger transaction (“TUP”) 0 0
Transfer of subsidiary income 1,711 7,405
TOTAL 1,071,076 1,140,318
The increase in interest on bond borrowings mainly results from the decrease in outstanding amounts during the financial year (see Note 15).
The change in the “Interest on hybrid securities” line item mainly results from transactions carried out during the financial year (see Note 1), which led
to a decrease in the interest rate.
In 2025, the “Expenses on caps, floors and swaps” line item includes interest expenses amounting to €167.8 Mn, as well as cash settlements or
amortisation of cash settlements amounting to €297.0 Mn.
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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23.3. Foreign exchange losses
(€ thousands)
2025
2024
USD foreign exchange losses 210,933 46,500
HKD foreign exchange losses 42,802 0
GBP foreign exchange losses 12,349 9,951
SEK foreign exchange losses 17,919 2,200
PLN foreign exchange losses 5,436 1,142
CZK foreign exchange losses 3,105 118
DKK foreign exchange losses 47
Other foreign exchange losses 1,369 4
TOTAL 293,917 59,922
The change in the “USD foreign exchange losses” line item mainly results from the depreciation of the US dollar against the euro.
23.4. Net book value of disposed financial fixed assets
(€ thousands)
2025
2024
Net book value of disposed financial fixed assets 1,044,867 0
TOTAL 1,044,867 0
In 2025, the “Net book value of disposed financial fixed assets” line item mainly includes:
• The net book value of 751,005,258 shares of Westfield Corporation Limited repurchased by Westfield Corporation Limited (share buyback) for
€1,035.9 Mn (see Note 1);
• The net book value of the shares in Société de Tayninh disposed of on November 6, 2025 for €6.2 Mn (see Note 1); and
• The net book value of the shares in Trinity Défense disposed of on February 19, 2025 for €0.7 Mn (see Note 1).
Note 24. Non-recurring items
(€ thousands)
2025
2024
Capital gains and losses on sales of tangible assets 0 166
Capital gains and losses on sales of financial assets 0 76,629
Regulated provisions 00
Other non-recurring income and expenses (4,723) (8,600)
TOTAL (4,723) 68,195
In 2025, the “Other non-recurring income and expenses” line item includes a provision for tax risk amounting to €4.7 Mn.
Note 25. Income tax
(€ thousands)
2025
2024
Income tax 13 903 0
TOTAL 13 903 0
The amount of income tax for 2025 mainly relates to withholding tax in connection with the share buyback carried out by Westfield Corporation
Limited (see Note 1).
1234 678CHAPTER 5
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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Note 26. Related party information
All agreements between URW SE and Group companies were entered into at arm’s length conditions, with the exception of those detailed below.
Balance sheet line concerned Related party Type of relationship
Balance sheet
amount with the
related party
(€ thousands) Type of transaction
ASSETS
Other receivables
BURES-PALAISEAU Ultimate parent company 2,309 Non-interest-bearing current account
CNIT DÉVELOPPEMENT Ultimate parent company 26,475 Non-interest-bearing current account
FINANCIÈRE 5
MALESHERBES
Ultimate parent company 26,319 Non-interest-bearing current account
GAÎTÉ PARKINGS Ultimate parent company 21,011 Non-interest-bearing current account
GALILÉE-DÉFENSE Ultimate parent company 88,267 Non-interest-bearing current account
MALTESE Ultimate parent company 2,131 Non-interest-bearing current account
MARCEAU BUSSY-SUD Ultimate parent company 6,594 Non-interest-bearing current account
MONTHÉRON Ultimate parent company 1,488 Non-interest-bearing current account
NOTILIUS Ultimate parent company 590 Non-interest-bearing current account
SCI BUREAUX DE LA TOUR
CRÉDIT LYONNAIS
Ultimate parent company 8,779 Non-interest-bearing current account
TOUR TRIANGLE Ultimate parent company 10 Non-interest-bearing current account
VILLAGE 8 DÉFENSE Ultimate parent company 1,968 Non-interest-bearing current account
LIABILITIES
Miscellaneous borrowings
and financial liabilities
UR VERSAILLES CHANTIERS Ultimate parent company 1,826 Non-interest-bearing current account
Note 27. Off-balance sheet commitments
27.1. Financial instruments
Commitments relating to forward interest rate financial instruments are presented as follows:
• Commitments relating to firm transactions are shown at the nominal value of the contracts; and
• Commitments relating to conditional transactions are shown at the nominal value of the underlying instrument.
Borrowings with floating rates or swapped fixed rates contracted by URW SE are hedged by interest rate swaps and caps.
Income and expenses arising from these transactions are recognised on an accrual basis in the income statement.
The net fair value of these hedges amounts to -€384.8 Mn. No provision is booked for this fair value since it concerns hedging instruments.
As at December 31, 2025, URW SE also holds in its portfolio derivative instruments in open isolated position.
The breakdown of the net fair value by type of instrument is shown in the table below.
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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(€ thousands)
Dec. 31, 2025
Dec. 31, 2024
Notional by kind
of instrument
(equivalent in €)
Fair value
excluding
accrued (net by
kind of
instrument)
(equivalent in €)
Notional by kind
of instrument
(equivalent in €)
Fair value
excluding
accrued (net by
kind of
instrument)
(equivalent in €)
HEDGING INSTRUMENTS
External financial instruments
Caps EUR 3,900,000 0 0 0
Collars EUR 0000
Floors EUR 0000
Interest rate swaps EUR 19,770,000 (354,526) 30,815,000 (531,944)
Interest rate swaps USD 1,702,128 (1,668) 2,189,816 3,030
Swaption calls EUR
(1)
6,500,000 (24,635) 6,500,000 (98,379)
Currency swaps 60,798 (6,457) 315,438 45,280
Internal financial instruments
Interest rate swaps USD 1,702,128 2,484 2,189,816 1,350
Currency swaps 0 0 323,750 (1,417)
TOTAL HEDGING INSTRUMENTS 33,635,054 (384,802) 42,333,820 (582,080)
OPEN ISOLATED POSITIONS
Swaption calls EUR 3,650,000 (930) 10,000,000 (36,576)
Purchase Foreign Exchange Forward USD 297,941 1,362 0 0
Caps EUR 8,000,000 (453) 0 0
Floors EUR 12,250,000 1,307 7,900,000 8,658
Floors USD 1,489,362 2,679
FX options 614,623 14,796 0 0
Interest rate swaps USD 851,064 (135,290) 0 0
Currency swaps 2,018,271 (139,900) 2,018,271 22,091
TOTAL OPEN ISOLATED POSITIONS 29,171,261 (256,429) 19,918,271 (5,827)
TOTAL 62,806,315 (641,231) 62,252,091 (587,907)
(1)
Optimisation strategy without taking risk
Income and expenses relating to these financial instruments are recognised in the income statement on a time proportion basis (see notes 22.3 and 23.2).
The breakdown of these expenses and income excluding deferred premiums and balances is shown in the table below.
(€ thousands)
2025
2024
Profits Losses
Profits Losses
External financial instruments
Caps 0 (22,343) 99,154 (346)
Floors 6,698 0 1,835 0
Interest rate swaps 134,792 (77,135) 249,463 (280,486)
Swaption calls 00
Currency swaps 39,164 (17,203) 11,504 (14,693)
Internal financial instruments
Interest rate swaps 46,013 (47,609) 36,230 (39,610)
Currency swaps 2,210 (3,575) 11,232 (17,767)
TOTAL 228,877 (167,865) 409,418 (352,902)
1234 678CHAPTER 5
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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27.2. Other commitments given and received
All material commitments are disclosed below.
(€ thousands)
2025
2024
(in listed
currency) (in €)
(in listed currency) (in €)
Other commitments received
EUR refinancing agreements obtained and not used 8,715,833 8,565,833
Guarantees received in EUR 26,471,734 29,671,862
Guarantees received in HKD 500,000 54,666 2,935,000 363,756
TOTAL 35,242,233 38,601,451
Other commitments given
EUR refinancing agreements given and not used 813,981 2,314,012
GBP refinancing agreements given and not used 157,000 179,922 0 0
PLN refinancing agreements given and not used 27,000 6,397 27,000 6,316
USD refinancing agreements given and not used 189,279 161,089 95,579 92,000
Committed works without added tax not realised 0 600
Guarantees given in EUR 805,993 815,436
Guarantees given in DKK 100,000 13,389 100,000 13,409
Guarantees given in GBP 800,000 916,800 800,000 964,809
Guarantees given in SEK 110,000 10,165 110,000 9,599
Guarantees given in USD 4,500,000 3,829,787 4,500,000 4,331,504
TOTAL 6,737,523 8,547,685
Guarantees given relate to deposits and first demand commitments, including as part of the financing granted by banks to subsidiaries.
Since 2018, further to the acquisition of the Westfield Corporation, cross-guarantees have been set up between the companies of the Westfield Group
and URW SE.
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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Note 28. Options and shares granting access to the share capital
shares
The table below shows allocated stock options not exercised at the period end.
Plan Exercise period
(1)
Adjusted
subscription
price (€)
(2)
Number of options
granted
(2)(3)
Number of options
cancelled
Number of options
exercised
Potential
additional number
of shares
(3)
Plan 2018 (n°9) 2018
from 06/03/2022
to 05/03/2025 – 649,255 649,255 – –
Plan 2019 (n°10) 2019
from 20/03/2022
to 19/03/2026 133.64 809,800 363,505 – 446,295
Plan 2020 (n°11) 2020
from 22/03/2023
to 21/03/2027 85.08 929,559 675,654 22,709 231,196
Plan 2021 (n°12) 2021
from 19/05/2024
to 18/05/2029 64.17 1,015,062 573,195 116,469 325,398
Plan 2022 (n°13) 2022
from 09/03/2025
to 08/03/2030 61.64 1,226,789 609,334 129,361 488,094
Plan 2023 (n°14) 2023
from 13/03/2026
to 13/03/2031 54.53 886,975 136,104 141 750,730
Plan 2024 (n°15) 2024
from 07/03/2027
to 08/03/2032 64.10 548,111 67,807 173 480,131
Plan 2025 (n°16) 2025
from 07/03/2028
to 08/03/2033 72.21 633,147 49,381 – 583,766
TOTAL
6,698,698 3,124,235 268,853 3,305,610
(1) Under assumption that the performance and presence conditions are satisfied. If the first date of the exercise period is non-businessday, the exercise period will begin on the
next businessday. If the end of the exercise period is a non-businessday, the exercise period will end on the first preceding businessday.
(2) Adjustments take into account distributions taken from reserves. In May 2025,the Group made a distribution out of premium and thus both subscription price, and number of
options granted were adjusted.
(3) All options are subject to performance conditions.
The table below details the Performance Shares granted and not exercised at the period end:
Starting date of the vesting period
(1)
Number of
performance
shares allocated
(2)
Number of
performance
shares cancelled
Number of
performance
shares acquired
Potential
additional number
of shares
(3)
March 2023 497,080 69,920 – 427,160
March 2024 441,085 52,716 – 388,369
March 2025 511,495 44,591 – 466,904
TOTAL
1,449,660 167,227 0 1,282,433
(1) A minimum vesting period of 3 years without any requirement to hold the shares.
(2) The Adjustments reflect the distribution paid from retained earnings. In May 2025, the Group made a distribution out of premium and thus the number of options granted were
adjusted.
(3) The acquisition of the shares is subject to performance conditions.
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5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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28.1. Retention Share Plan
Starting date of the vesting period
(1)
Number of
retention shares
allocated
(2)
Number of
retention shares
cancelled
Number of
retention shares
acquired
Potential
additional number
of shares
(3)
March 2023 141,283 28,673 580 112,030
March 2024 107,026 13,727 173 93,126
March 2025 121,652 4,790 0 116,862
TOTAL
369,961 47,190 753 322,018
(1) A minimum vesting period of 3 years without any requirement to hold the shares.
(2) The Adjustments reflect distribution paid from retained earnings. In May 2025, the Group made a distribution out of premium and thus the number of options granted were
adjusted.
(3) The acquisition of the shares is subject to presence conditions.
Note 29. Other information
29.1. Subsequent events
Unibail-Rodamco-Westfield (“URW”) announced its intention to submit, at the 2026 Annual General Meetings of Unibail-Rodamco-Westfield SE and
Unibail-Rodamco-Westfield N.V., a proposal for an internal reorganization aimed at simplifying the Group’s legal structure through the de-stapling of
URW’s stapled shares.
The contemplated transaction would result in URW SE becoming the sole listed entity, fully holding the US activities. This simplification is expected
to streamline governance and operations, enhance transparency and generate recurring cost savings. The proposed reorganization would preserve
shareholders’ existing economic rights and would not change the Group’s strategy, distribution policy, financial objectives, nor impact trading.
No significant impact is expected on the statutory financial statements of URW SE in 2026, as the accumulated losses of URW N.V. have already been
considered in the impairment test performed to determine the value in use of the shares held by URW SE in URW N.V. as at December 31, 2025.
Subject to the approval of the shareholders' general meetings, the completion of this transaction is expected by the end of the second quarter of
2026. Further information is available on the Company's website.
29.2. Pledged shares of Unibail-Rodamco-Westfield SE held by third
parties
As at December31, 2025, 3,920,502 administered registered shares are pledged. There are no fully registered shares.
29.3. Remuneration of management board members
(€ thousands)
2025
2024
Fixed income 3,838 3,600
Short-term incentive 4,137 4,208
Other benefits
(1)
1,295 1,274
TOTAL
9,270 9,082
(1) Supplementary Contribution Scheme, company car and other additional benefits.
In 2025, members of the MB were allocated a total of 172,770 Performance Stock Options, all subject to performance conditions, and 172,770
Performance Shares, all subject to performance conditions.
Regarding the 2025 performance achievements, the MB members will receive in 2026 a total STI amounting to €4,818,800.
An indemnity of €5,053,432 will be paid to JeanMarie Tritant in connection with his departure.
The payment will be made after the approval of the 2026 AGM.
5.4 Notes to the statutory financial statements
Financial statements as at December 31, 2025
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29.4. Remuneration of supervisory board members
Remuneration accruing to Supervisory Board members represented € 929,900for 2025 fiscal year.
29.5. 2025 Headcount
The average headcount during 2025 was 1 person. As at December31, 2025, the Company had 1 employee.
29.6. Transactions involving supervisory board members or
management board members
None.
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Financial statements as at December 31, 2025
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5.5 Statutory auditors’ report on the consolidated financial statements
This is a translation into English of the statutory auditors’ report on the financial statements of the Company issued in French and it is provided solely
for the convenience of English-speaking users.
This statutory auditors’ report includes information required by French law, such as information about the appointment of the statutory auditors or
verification of the management report and other documents provided to shareholders.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
Unibail-Rodamco-Westfield SE
For the year ended 31 December 2025
To the Annual General Meeting of Unibail-Rodamco-Westfield SE,
Opinion
In compliance with the engagement entrusted to us by your Annual General Meeting, we have audited the accompanying consolidated financial
statements of Unibail-Rodamco-Westfield SE for the year ended 31 December 2025.
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at
31 December 2025 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as
adopted by the European Union.
The audit opinion expressed above is consistent with our report to the Audit Committee.
Basis for Opinion
Audit Framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Statutory Auditors’ Responsibilities for the Audit of the Consolidated Financial
Statements section of our report.
Independence
We conducted our audit engagement in compliance with independence requirements of the French Commercial Code (code de commerce) and the
French Code of Ethics (code de déontologie) for statutory auditors, for the period from 1 January 2025 to the date of our report and specifically we did
not provide any prohibited non-audit services referred to in Article 5(1) of Regulation (EU) No 537/2014.
Justification of Assessments - Key Audit Matters
In accordance with the requirements of Articles L.821-53 and R.821-180 of the French Commercial Code (code de commerce) relating to the
justification of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in our professional judgment,
were of most significance in our audit of the consolidated financial statements of the current period, as well as how we addressed those risks.
These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and
we do not provide a separate opinion on specific items of the consolidated financial statements.
5.5 Statutory auditors’ report on the consolidated financial statements
Financial statements as at December 31, 2025
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Valuation of the investment property portfolio, including investment properties under
construction, either held directly or within joint ventures (See notes 4.2.1, 4.2.2, 4.5.1,
5.1 and 5.5 to the consolidated financial statements)
Risk identified Our response
The Group directly owns or owns via joint ventures a portfolio of properties,
which includes shopping centres, offices and convention & exhibition sites. The
fair value of this portfolio, excluding properties held for sale, as at 31 December
2025 is €42,923 Mn in the segment reporting information on a proportionate
basis (under which the joint-controlled entities are accounted for on a
proportionate basis instead of being accounted for using the equity method
under IFRS) of which €36,413 Mn is directly held by consolidated companies
and indirectly €6,510 Mn for the Group share by joint ventures. The Group also
holds a portfolio of Investment Properties Under Construction (“IPUC”),
excluding properties held for sale, carried at cost amounting to €527 Mn. The
total value of investment properties, excluding properties held for sale,
represents 85% of the Group’s consolidated assets.
In accordance with the notes 4.2.1, 4.5.1 and 5.5 of the consolidated financial
statements, the net balance of the valuation movement amounts to €303 Mn in
IFRS net income for the 2025 financial year (including €314 Mn relating to
investment properties) and to €353 Mn in the consolidated result on a
proportionate basis presented in the segment reporting (including €364 Mn
relating to investment properties held by consolidated companies and indirectly
by joint ventures).
In accordance with note 5.1 of the consolidated financial statements, the fair
value of the investment property portfolio of the Group is valued by independent
external appraisers as at June 30 and December 31. The valuation of
investment properties involves the use of different valuation methods using
unobservable parameters in accordance with the requirements of IFRS 13 and
IAS 40. Consequently, the valuation is highly dependent on estimates and
assumptions and requires significant judgment from the management and
external appraisers mandated by the Group.
The valuations account for the property-specific information including current
tenancy agreements and rental income, performance indicators, business data,
cash flow forecasts, vacancy, future income prospects and market conditions
such as indexation, yields and estimated rental value and comparable market
transactions, both rental and investment.
Regarding IPUC, the additional factors considered for their evaluation are the
estimated delivery date, the projected development costs, and the inclusion of
an exit capitalization rate and expected net rents.
The valuation of the investment property portfolio, including IPUC, is thus
considered as a key audit matter due to the significance of the balance to the
financial statements as a whole, combined with the level of judgment
associated while determining the fair value.
• We have obtained an understanding of the evaluation process as well as the
controls implemented by the Group for the evaluation of investment properties.
• We assessed the competence and independence of the external appraisers
appointed by the Group.
• We inspected the valuation reports prepared by the external appraisers and
evaluated the suitability of the valuation methodology applied by the external
appraisers and the scope of the appraised assets.
• The audit team, with the involvement of our real estate valuation specialists,
attended meetings with the management and the external appraisers during
which the valuations and the key assumptions were discussed and challenged.
• We assessed how the appraisers have considered the impact of the current
macroeconomic conditions and climate-related matters on valuation of the
investment properties.
• We analysed, involving our real estate valuation specialists, assumptions
such as indexation, yields, estimated rental value and valuation movement of
properties across the portfolio on a year-on-year basis. We corroborate these
assumptions with our understanding of their local market, external market
data, published benchmarks and asset specific considerations.
• We verified, on a sample basis, the consistency of rents and capital
expenditure used by the external experts for the evaluation of investment
properties with lease agreements and budgets established by the
management.
• For the most significant IPUC, we obtained external valuations prepared by
independent external appraisers. We conducted similar procedures to those
described above for investment properties at fair value with particular
attention to the remaining costs to be incurred until the estimated delivery
date. For IPUC at cost, we assessed project-related risks and reviewed the
calculation of any impairment recorded for IPUC evaluated at cost, where
applicable.
• On a sample basis, we reconciled the fair value of the investment property
portfolio recognized in the consolidated financial statements with the
valuations determined by external appraisers.
• Additionally, we considered the appropriateness of the disclosures in the
consolidated financial statements in respect of investment properties.
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Recoverable amount of intangible assets with an indefinite useful life and goodwill
related to the Westfield acquisition (See notes 5.3 and 5.4 to the consolidated
financial statements)
Risk identified Our response
As at 31 December 2025, intangible assets and goodwill in relation to the
acquisition of Westfield amount, to €658 Mn and €390 Mn, respectively.
As at December 31, 2025, the goodwill allocated to the new geographical
segment Southern Europe has been impaired for €155 Mn.
Intangible assets with an indefinite useful life relate to the property business of
Flagship centres in the United States and in the United-Kingdom and the
Westfield trademark.
Intangible assets with an indefinite useful life and goodwill are subject to
either annual impairment tests or tests performed when an impairment
indicator is identified.
As mentioned in note 5.4 of the notes to the consolidated financial statements,
goodwill has been allocated to geographical segments, which qualify as a Group
of Cash Generating Units (“CGUs”). Each group of CGUs is the lowest level at
which goodwill is monitored for internal management purposes. An impairment
loss is recognised whenever the recoverable value of the Group of CGUs to
which goodwill has been allocated is less than its carrying amount.
The recoverable value is determined on value in use based on the Discounted
Cash Flows derived from the 5 year Business Plan (“5YBP”) approved by the
Management Board and the Supervisory Board. The main assumptions related
to the value in use of each group of Cash Generating Units are cash flow
projections, discount rates based on the weighted average cost of capital and
long-term growth rates.
Intangible assets with an indefinite useful life are evaluated by an independent
appraiser using the discounted cash flow (DCF) methodology.
The recoverable amount of intangible assets with an indefinite useful life and
goodwill related to the Westfield acquisition is therefore a key audit matter due
to the level of judgment required by the management.
The audit team, with the involvement of our valuation specialists, analysed the
methodology used for the impairment tests of the intangible assets with an
indefinite useful life and the goodwill, and management’s key assumptions. Our
audit procedures led us in particular to:
• Analyse the procedures implemented by the Group to determine the
recoverable amount for group of CGUs and intangible assets with an
indefinite useful life;
• Assess the identification of the Group of CGUs by management as regard to
accounting standards;
• Obtain an understanding of the methodology applied by the management to
perform the impairment tests;
• Attend meetings with our valuation specialists, management and
management’s external appraiser and challenge the key parameters used to
assess the valuation of intangible assets with an indefinite useful life;
• Corroborate the underlying figures used in the Business Plan approved by the
Management Board and the Supervisory Board with the figures which are
used as a basis for the cash-flow projections;
• Assess the relevance of the key assumptions used to determine the
recoverable values, discount rates and Long-Term Growth Rate (“LTGR”), by
evaluating their consistency with market information and sensitivity analysis
resulting from variations in these assumptions;
• Examine the mathematical accuracy of the templates used for the calculation
of the recoverable amount;
• Consider the appropriateness of the disclosures in the consolidated financial
statements.
5.5 Statutory auditors’ report on the consolidated financial statements
Financial statements as at December 31, 2025
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Accounting for financial debt and related derivative financial instruments
(See notes 7.2.1, 7.2.2, 7.3.3, 7.3.5, 7.4 and 7.5 to the consolidated financial statements)
Risk identified Our response
As at 31 December 2025, the financial debt of Unibail-Rodamco-Westfield SE
stood at €22,688 Mn. It mainly includes bond issues and EMTN (Euro Medium
Term Notes) for a principal amount of €18,334 Mn.
As mentioned in notes 7.4 and 7.5 to the consolidated financial statements, the
Group uses derivative financial instruments, mainly interest rate swaps, caps
and cross-currency swaps, to hedge its exposure to fluctuations in interest rates
and/or currency exchange rates. These derivative financial instruments are not
documented as hedging relationships and are recognized at fair value through
profit or loss, they represent amounts of €195 Mn (assets) and €799 Mn
(liabilities) on the balance sheet.
During 2025, the Group incurred €(446) Mn in net financial costs and the fair
value adjustments of derivatives, debts and currency effects amounted to
€(244) Mn.
The Group’s gearing, liquidity needs, financial covenants (refer to note 7.3.5 to
the consolidated financial statements) are calculated based on financial debt
portfolio.
The accounting for financial debt and related derivatives financial instruments is
considered as a key audit matter due to the significance of the balance to the
financial statements as a whole and their impact on the calculation of financial
covenants.
• We obtained an understanding of the procedures for the valuation and the
accounting of the financial debt and related derivative financial instruments.
• We obtained and analysed loan contracts on a sample basis to understand
their terms and conditions and how these characteristics were reflected in
the consolidated financial statements. We also performed analytical
procedures on the related financial expenses.
• On a sample basis, we performed direct confirmation procedures with
banking counterparties to confirm the nominal amount of financial debts.
• We analysed the calculation of the financial ratios and assessed the
appropriateness of the related disclosures as well as the adequacy of the
presentation of financial debt in the statement of the financial position.
• On a sample basis, we obtained confirmation from the counterparties of the
occurrence and terms of the derivative financial instruments. Similarly, for a
sample of derivatives, we assessed the valuations adopted by management by
performing our own estimations with the support of our valuation specialists.
• Additionally, we considered the appropriateness of the information disclosed
in the consolidated financial statements in respect of IFRS 7 “Financial
Instruments: Disclosures” requirements.
Specific Verifications
We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws and regulations
of the information pertaining to the Group presented in the management report of the Management Board.
We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.
Other Legal and Regulatory Requirements
Format of presentation of the consolidated financial statements intended to be
included in the annual financial report
We have also verified, in accordance with the professional standard applicable in France relating to the procedures performed by the statutory
auditor relating to the annual and consolidated financial statements presented in the European single electronic format, that the presentation of the
English translation, approved by the Management Board, of the consolidated financial statements intended to be included in the annual financial
report mentioned in Article L.451-1-2, I of the French Monetary and Financial Code (code monétaire et financier), prepared under the responsibility of
the chairman of the Management Board, complies with the single electronic format defined in the European Delegated Regulation No 2019/815 of
17December 2018. As it relates to consolidated financial statements, our work includes verifying that the tagging of the English translation of these
consolidated financial statements complies with the format defined in the above delegated regulation.
Based on the work we have performed, we conclude that the presentation of the English translation of the consolidated financial statements intended
to be included in the annual financial report complies, in all material respects, with the European single electronic format.
We have no responsibility to verify that the English translation of the consolidated financial statements that will ultimately be included by your
Company in the annual financial report filed with the AMF (Autorité des marchés financiers) is in agreement with that on which we have performed
our work.
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5.5 Statutory auditors’ report on the consolidated financial statements
Financial statements as at December 31, 2025
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Appointment of the Statutory Auditors
We were appointed as statutory auditors of Unibail-Rodamco-Westfield SE by the Annual General Meeting held on 27 April 2011 for Deloitte &
Associés and on 11 May 2023 for KPMG S.A.
As at 31 December 2025, Deloitte & Associés was in its 21
st
consecutive year of mandate, including four years since the evolution of the capital
structure and governance of the Company in 2021, and KPMG S.A. in its 3
rd
year of mandate.
Responsibilities of Management and Those Charged with Governance for the Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International
Financial Reporting Standards as adopted by the European Union and for such internal control as management determines is necessary to enable the
preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the
Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risks management
systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures.
The consolidated financial statements were prepared by the Management Board.
Statutory Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Objectives and audit approach
Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance about whether the consolidated
financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.
As specified in Article L.821-55 of the French Commercial Code (code de commerce), our statutory audit does not include assurance on the viability of
the Company or the quality of management of the affairs of the Company.
As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgment
throughout the audit and furthermore:
• Identifies and assesses the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, designs and
performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basis for
his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the internal control.
• Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by
management in the consolidated financial statements.
• Assesses the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a
material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern.
This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or conditions may cause the
Company to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty exists, there is a requirement to
draw attention in the audit report to the related disclosures in the consolidated financial statements or, if such disclosures are not provided or
inadequate, to modify the opinion expressed therein.
• Evaluates the overall presentation of the consolidated financial statements and assesses whether these statements represent the underlying
transactions and events in a manner that achieves fair presentation.
• Obtains sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an
opinion on the consolidated financial statements. The statutory auditor is responsible for the direction, supervision and performance of the audit of
the consolidated financial statements and for the opinion expressed on these consolidated financial statements.
5.5 Statutory auditors’ report on the consolidated financial statements
Financial statements as at December 31, 2025
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Report to the Audit Committee
We submit a report to the Audit Committee which includes in particular a description of the scope of the audit and the audit program implemented, as
well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding the accounting and financial reporting
procedures that we have identified.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the
audit of the consolidated financial statements of the current period and which are therefore the key audit matters, that we are required to describe in
this report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) N° 537/2014, confirming our independence
within the meaning of the rules applicable in France such as they are set in particular by Articles L.821-27 to L.821-34 of the French Commercial Code
(code de commerce) and in the French Code of Ethics (code de déontologie) for Statutory Auditors. Where appropriate, we discuss with the Audit
Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards.
Paris-La Défense, 24 March2026
The Statutory Auditors
French original signed by
Deloitte & Associés KPMG S.A.
Marjorie Blanc Lourme Sylvain Durafour Régis Chemouny
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5.6 Statutory auditors’ report on the financial statements
This is a translation into English of the statutory auditors’ report on the financial statements of the Company issued in French and it is provided solely
for the convenience of English speaking users.
This statutory auditors’ report includes information required by French law, such as information about the appointment of the statutory auditors or
verification of the management report and other documents provided to shareholders.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
Unibail-Rodamco-Westfield SE
For the year ended 31 December 2025
To the Annual General Meeting of Unibail-Rodamco-Westfield SE,
Opinion
In compliance with the engagement entrusted to us by your Annual General Meeting, we have audited the accompanying financial statements of
Unibail-Rodamco-Westfield SE for the year ended 31 December 2025.
In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company as at
31December 2025 and of the results of its operations for the year then ended in accordance with French accounting principles.
The audit opinion expressed above is consistent with our report to the Audit Committee.
Basis for Opinion
Audit Framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Statutory Auditors’ Responsibilities for the Audit of the Financial Statements
section of our report.
Independence
We conducted our audit engagement in compliance with independence requirements of the French Commercial Code (code de commerce) and the
French Code of Ethics (code de déontologie) for statutory auditors, for the period from 1 January 2025 to the date of our report, and specifically we did
not provide any prohibited non-audit services referred to in Article 5(1) of Regulation (EU) No 537/2014.
Emphasis of matter
We draw attention to the matter described in note “2.2 Application of the new ANC Regulation No. 2022-06” to the financial statements relating to the
change in accounting method regarding the first implementation of ANC (Autorité des Normes Comptables) Regulation N° 2022-06. Our opinion is
not modified in respect of this matter.
Justification of Assessments - Key Audit Matters
In accordance with the requirements of Articles L.821-53 and R.821-180 of the French Commercial Code (code de commerce) relating to the
justification of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in our professional judgment,
were of most significance in our audit of the financial statements of the current period, as well as how we addressed those risks.
These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon, and we do not
provide a separate opinion on specific items of the financial statements.
5.6 Statutory auditors’ report on the financial statements
Financial statements as at December 31, 2025
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Evaluation of investments in subsidiaries and related receivables (See notes 2.3.3 and 4
to the financial statements)
Risk identified Our response
As at 31 December 2025, Unibail-Rodamco-Westfield SE holds investments in
subsidiaries and related receivables, which have a gross value of €22,743 Mn
and €2,198 Mn respectively, impaired for an amount of €4,662 Mn. The net book
value of the investments in subsidiaries and related receivables represents 63%
of the total assets of the Company.
Investments in subsidiaries are generally companies which own one or several
investment properties or holding companies which own such companies.
As described in note 2.3.3 to the financial statements, an impairment is booked
when the value in use of an investment in a subsidiary is lower than its
acquisition cost plus any technical losses allocated to said investment in this
subsidiary. The value in use of investments in subsidiaries includes the
unrealised capital gains on properties or assets held by the subsidiaries, such
properties being valued at year-end by independent appraisers. These
valuations take into account rentals, the latest real estate market transactions
and their net initial yield. The value in use also includes the valuation of the
intangible assets owned by the subsidiaries, made by independent appraisers
based on the Discounted Cash Flows of their activities.
Consequently, the evaluation of the investments in subsidiaries and related
receivables is considered to be a key audit matter due to the judgment required
by management to evaluate the assets held by the subsidiaries and the
importance of these balances in the financial statements.
We analysed the management’s controls over the process implemented to
calculate the value in use of investments in subsidiaries and related receivables.
Concerning the unrealised gains on assets held by these investments, we
examined the consistency between the fair value of the underlying assets
considered and that determined by the external appraisers. Our audit
procedures on the fair value of the underlying assets consisted of:
• examining the valuation process of investment properties and intangible
assets implemented by the Group;
• evaluating the competence of the external appraisers including their
qualifications and expertise, as well as their independence;
• attending meetings with the external appraisers in the presence of our
valuation specialists, during which we assessed the valuation of the assets
and the key assumptions considered;
• assessing the relevance of key assumptions such as yields and estimated
rental values by comparing them to our understanding of the real estate
market in various countries, particularly based on external market data,
published benchmarks and asset specific considerations, used in our audit
approach in order to assess the appropriateness of the valuations adopted by
the Group;
• analysing the relevance of the key assumptions used to determine the
recoverable value of the intangible assets, particularly the cash-flow
projections, discount rates, and long-term growth rates challenging their
consistency with available market information.
Furthermore, we verified the arithmetic accuracy of the calculation of the value
in use of the investments in subsidiaries and related receivables and the correct
consideration of ownership percentages and of the net equity values of the
subsidiaries. We also verified the appropriate calculation of the impairments on
the investments in subsidiaries and related receivables accounted for.
Additionally, we assessed the appropriateness of the disclosures made in the
notes to the financial statements regarding investments in subsidiaries and
related receivables.
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Financial statements as at December 31, 2025
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Accounting for financial debt and derivative financial instruments (See notes 1, 2.4.2, 6,
14, 15, 22.3, 23 and 27.1 to the financial statements)
Risk identified Our response
As at 31 December 2025, Unibail-Rodamco-Westfield SE had financial liabilities
of €17,845 Mn as described in note 14 “Borrowings and financial liabilities” to
the financial statements.
Unibail-Rodamco-Westfield SE uses derivative financial instruments, mainly
interest rate swaps, caps and cross-currency swaps, to hedge its exposure to
fluctuations in interest and currency exchange rates. This portfolio of derivatives
is described in note 27.1 “Financial instruments” to the financial statements.
Note 2.4.2 “Forwarded financial instruments” to the financial statements
describes the main accounting policies applied by the Company to account for
the derivative financial instruments and specifically details that they are
accounted for according to the intention with which the corresponding
transactions were carried out.
During the 2025 financial year, Unibail-Rodamco-Westfield SE restructured part
of its portfolio of hedging derivative financial instruments as described in Note 1
"Significant Events" of the notes to the financial statements. Notes 6
“Receivables” and 23 “Financial expenses” describe the effects on the financial
statements of this restructuring.
The Group’s gearing, liquidity needs and financial covenants (refer to note 14 to
the financial statements) are calculated on the basis of this portfolio of financial
debt.
Accounting for financial debt and derivative financial instruments is considered
to be a key audit matter due to the significance of the balances in the financial
statements and their impact in the calculation of financial covenants provided
for in the Group’s contractual obligations.
• We obtained an understanding of internal controls over the accounting for
financial debt and derivative financial instruments.
• We performed substantive procedures on a representative sample of
contracts in order to understand their terms and conditions. We verified the
characteristics of these loans and their impacts in the financial statements.
We also performed analytical procedures on the financial expenses.
• On a sample basis, we performed direct confirmation procedures with bank
counterparties to confirm the nominal amount of financial debts. We
performed direct confirmation procedures with counterparties for a sample of
derivative financial instruments and reviewed the positions related to
derivatives presented as off-balance sheet commitments.
• We also performed analytical procedures on the financial expenses and
income related to the derivative financial instruments.
• We inspected the company’s portfolio of derivative financial instruments of
the Company, their presentation (hedging or isolated open position) and the
accounting treatment applied for the restructuring of the portfolio of hedging
derivative financial instruments conducted during the year.
• We controlled the calculation of the financial ratios.
• Additionally, we assessed the appropriateness of the disclosures made in the
notes to the financial statements regarding the financial debt, derivative
financial instruments and the financial ratios.
Specific Verifications
We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws and regulations.
Information given in the management report and in the other documents provided
to the shareholders with respect to the financial position and the financial statements
We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the Management
Board’s report, and in the other documents with respect to the financial position and the financial statements provided to the shareholders.
We attest the fair presentation and the consistency with the financial statements of the information relating to payment deadlines mentioned in
Article D.441-6 of the French Commercial Code (code de commerce).
Report on corporate governance
We attest that the Supervisory Board’s report on corporate governance sets out the information required by Articles L.225-37-4, L.22-10-10 and
L.22-10-9 of the French Commercial Code (code de commerce).
Concerning the information given in accordance with the requirements of Article L.22-10-9 of the French Commercial Code (code de commerce)
relating to remunerations and benefits received by or awarded to the members of the Management Board and of the Supervisory Board and any other
commitments made in their favour, we have verified its consistency with the financial statements, or with the underlying information used to prepare
these financial statements and, where applicable, with the information obtained by your Company from controlled enterprises included in the scope
of consolidation. Based on these procedures, we attest the accuracy and fair presentation of this information.
With respect to the information relating to items that your Company considered likely to have an impact in the event of a takeover bid or exchange
offer, provided pursuant to Article L.22-10-11 of the French Commercial Code (code de commerce), we have agreed this information to the source
documents communicated to us. Based on these procedures, we have no observations to make on this information.
5.6 Statutory auditors’ report on the financial statements
Financial statements as at December 31, 2025
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Other information
In accordance with French law, we have verified that the required information concerning the purchase of investments and controlling interests, and
the identity of the shareholders and holders of the voting rights has been properly disclosed in the management report.
Other Legal and Regulatory Verifications
Format of presentation of the financial statements intended to be included
in the annual financial report
We have also verified, in accordance with the professional standard applicable in France relating to the procedures performed by the statutory auditor
relating to the annual and consolidated financial statements presented in the European single electronic format, that the presentation of the English
translation, approved by the Management Board, of the financial statements intended to be included in the annual financial report mentioned in Article
L.451-1-2, I of the French Monetary and Financial Code (code monétaire et financier), prepared under the responsibility of the Chairman of the
Management Board, complies with the single electronic format defined in the European Delegated Regulation No. 2019/815 of 17 December 2018.
Based on the work we have performed, we conclude that the presentation of the English translation of the financial statements intended to be
included in the annual financial report complies, in all material respects, with the European single electronic format.
We have no responsibility to verify that the English translation of the financial statements that will ultimately be included by your Company in the
annual financial report filed with the AMF (Autorité des marchés financiers) is in agreement with that on which we have performed our work.
Appointment of the Statutory Auditors
We were appointed as statutory auditors of Unibail-Rodamco-Westfield SE by the Annual General Meeting held on 27 April 2011 for Deloitte &
Associés and on 11 May 2023 for KPMG S.A.
As at 31 December 2025, Deloitte & Associés was in its 21
st
consecutive year of mandate, including four years since the evolution of the capital
structure and governance of the Company in 2021, and KPMG S.A in its 3
rd
year of mandate.
Responsibilities of Management and Those Charged with Governance
for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with French accounting principles, and
for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the Company or to
cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk management
systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures.
The financial statements were prepared by the Management Board.
Statutory Auditors’ Responsibilities for the Audit of the Financial Statements
Objectives and audit approach
Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
As specified in Article L.821-55 of the French Commercial Code (code de commerce), our statutory audit does not include assurance on the viability of
the Company or the quality of management of the affairs of the Company.
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Financial statements as at December 31, 2025
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As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgment
throughout the audit and furthermore:
• Identifies and assesses the risks of material misstatement of the financial statements, whether due to fraud or error, designs and performs audit
procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basis for his opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control;
• Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the internal control;
• Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by
management in the financial statements;
• Assesses the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a
material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern.
This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or conditions may cause the
Company to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty exists, there is a requirement to
draw attention in the audit report to the related disclosures in the financial statements or, if such disclosures are not provided or inadequate, to
modify the opinion expressed therein;
• Evaluates the overall presentation of the financial statements and assesses whether these statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Report to the Audit Committee
We submit a report to the Audit Committee which includes in particular a description of the scope of the audit and the audit program implemented, as
well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding the accounting and financial reporting
procedures that we have identified.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the
audit of the financial statements of the current period and which are therefore the key audit matters that we are required to describe in this report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) N° 537/2014, confirming our independence
within the meaning of the rules applicable in France such as they are set in particular by Articles L.821-27 to L.821-34 of the French Commercial Code
and in the French Code of Ethics (code de déontologie) for statutory auditors. Where appropriate, we discuss with the Audit Committee the risks that
may reasonably be thought to bear on our independence, and the related safeguards.
Paris-La-Défense, 24 March2026
The Statutory Auditors
French original signed by
Deloitte & Associés KPMG S.A.
Marjorie Blanc Lourme Sylvain Durafour Régis Chemouny
5.6 Statutory auditors’ report on the financial statements
Financial statements as at December 31, 2025
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5.7 Statutory auditors’ special report on regulated agreements
This is a translation into English of a report 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 professional standards applicable in France.
Annual General Meeting held to approve the financial statements for the year ended 31 December 2025
To the Annual General Meeting of Unibail-Rodamco-Westfield SE,
In our capacity as statutory auditors of your Company, we hereby present to you our report on related party agreements.
We are required to inform you, on the basis of the information provided to us, of the terms and conditions of those agreements indicated to us, or that
we may have identified in the performance of our engagement, as well as the reasons justifying why they benefit the Company. We are not required to
give our opinion as to whether they are beneficial or appropriate or to ascertain the existence of other agreements. It is your responsibility, in
accordance with Article R.225-58 of the French Commercial Code (code de commerce), to assess the relevance of these agreements prior to
theirapproval.
We are also required, where applicable, to inform you in accordance with Article R.225-58 of the French Commercial Code (code de commerce) of the
continuation of the implementation, during the year ended 31 December 2025 of the agreements previously approved by the Annual General Meeting.
We performed those procedures which we deemed necessary in compliance with professional guidance issued by the French Institute of Statutory
Auditors (Compagnie nationale des commissaires aux comptes) relating to this type of engagement. These procedures consisted in verifying the
consistency of the information provided to us with the relevant source documents.
Agreements submitted for approval by the Annual General Meeting
Agreements authorized and entered into during the year
We hereby inform you that we have not been notified of any agreements authorized during the year ended 31 December 2025 to be submitted to the
Annual General Meeting for approval in accordance with Article L.225-86 of the French Commercial Code (code de commerce).
Agreements previously approved by the shareholders’ meeting
Agreements approved in prior years which remained current during the year
Pursuant to Article R. 225-57 of the French Commercial Code (code de commerce), we were informed that the performance of the following
agreements, already approved by the shareholders’ meeting during previous financial years, continued over the past financial year.
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Financial statements as at December 31, 2025
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Amendment to the agreement entitled “Participation Maintenance Subscription Right Agreement”
• Entities Affected:
Unibail-Rodamco-Westfield N.V. (URW N.V.), of which Misters Jean-Marie Tritant (until 31 December 2025) and Fabrice Mouchel, members of the
Management Board of your Company, are also members of the Supervisory Board of URW N.V. (until 31 December 2025 for Mr. Jean-Marie Tritant).
• Nature and purpose:
On 9 July 2024, an amendment to the agreement entitled « Participation Maintenance Subscription Right Agreement » was signed between your
Company and its consolidated subsidiary URW N.V., in the framework of an intercompany operation related to the capitalization of intercompany
loans between your Company and URW N.V.
This amendment enables your company to convert the share premium reserve into Class B shares of URW N.V.
• Terms:
At the exercise of such conversion, your Company shall subscribe for the Class B shares at the Exercise Price of EUR 0.50 for each Class B share, or
for such other price as may be agreed between your Company and URW N.V.
The Exercise Price shall not be less than the nominal value of one Class B share.
• Reason justifying the interest of the agreement:
This amendment was concluded to guarantee your Company the discretionary right to convert the share premium reserve into URW N.V. Class B
shares and thus to secure the amount of the capitalized loans.
Paris-La Défense, 24 March 2026
The Statutory Auditors
French original signed by
KPMG S.A. Deloitte & Associés
Régis Chemouny Marjorie Blanc Lourme
Associée
Sylvain Durafour
Associé
5.7 Statutory auditors’ special report on regulated agreements
Financial statements as at December 31, 2025
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5.8 Other information
5.8.1 Supplier and customer payment dates
5.8.1.1 Supplier payment terms for Unibail-Rodamco-Westfield SE
Article D. 441 L.-1°: Supplier invoices due and not paid as at Dec. 31, 2025
0 days
Between
1 and 30 days
Between
31 and 60 days
Between
61 and 90 days
More than
91 days
Total
(1 day and more)
(A) Period of late payment
Number of invoices concerned 70 25 38 27 367 457
Total value of all invoices concerned including VAT
(in € thousands)
(784.09) (611.44) 1,037.69 932.45 1,896.70 3,255.40
Percentage of total amount of purchases
includingVAT in the year
(52.08)% (40.62)% 68.93% 61.94% 125.99% 216.24%
(B) Excluded invoices from (A) and related to litigious and unrecognised debts
Number of invoices excluded 0
Total value of all excluded invoices (in € thousands)
0
(C) Payment periods used (contractual or legal payment period – article L. 441-6 or article L. 443-1 of the French Commercial Code)
Payment terms used for the calculation
ofthelatepayment
- Contractual payment periods -x
Legalpaymentperiods
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5.8 Other information
Financial statements as at December 31, 2025
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5.8.1.2 Customer payment terms for Unibail-Rodamco-Westfield SE
Article D. 441 L.-1°: Customer invoices due and not paid as at Dec. 31, 2025
0 days
Between
1 and 30 days
Between
31 and 60 days
Between
61 and 90 days
More than
91 days
Total
(1 day and more)
(A) Period of late payment
Number of invoices concerned 240 272 106 73 2,195 2,646
Total value of all invoices concerned including VAT
(in€thousands)
12,192 (9,717) 60,733 (256) 23,240 74,000
Percentage of the revenue including VAT in the year
5.25% (4.19)% 26.16% (0.11)% 10.01% 31.88%
(B) Excluded invoices from (A) and related to disputed and unrecognised receivables
Number of invoices excluded 0
Total value of all excluded invoices (in € thousands)
0
(C) Payment periods used (contractual or legal payment period – article L. 441-6 or article L. 443-1 of the French Commercial Code)
Payment terms used for the calculation of the late payment
x – Contractual payment periods –
Legal payment period
5.8 Other information
Financial statements as at December 31, 2025
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5.8.2 Results for Unibail-Rodamco-Westfield SE over the past 5 financial years
2025
2024 2023 2022 2021
Capital at year-end
Share capital (in € thousands) 716,791 713,148 695,207 693,835 692,972
Number of shares outstanding 143,358,222 142,629,547 139,041,391 138,767,088 138,594,416
Number of convertible bonds outstanding 0 0 0 0 1,441,462
Results of operations (in € thousands)
Net sales 167,609 198,013 200,045 199,208 148,346
Income before tax, depreciation, amortisation and provisions 50,277 1,191,287 412,542 806,707 (111,387)
Corporate income tax 14 0 (1) 8,729 (525)
Net income (609,122) 943,172 (585,411) 89,994 90,645
Distributed profit 0
(1)
0
(1)
000
Per share data (€)
Income after tax, before depreciation, amortisation and provisions 0.35 8.35 2.96 5.81 (0.81)
Income after tax, depreciation, amortisation and provisions (4.25) 6.61 (4.21) 0.65 0.65
Per share dividend on income 0
(1)
0
(1)
000
Employee data
Number of employees 1 1 1 1 1
Total payroll (in € thousands) 14,999 10,360 9,777 11,271 5,684
Total benefits (in € thousands)
11,247 4,474 4,149 3,775 2,970
(1) A cash distribution of €4.50 per share by equity repayment will be submitted to the next AGM to be held in 2026 on the basis of 143,358,222 shares as at December 31, 2025.
1234 678CHAPTER 5
5.8 Other information
Financial statements as at December 31, 2025
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CHAPTER6
RISK FACTORS AND
INTERNAL CONTROL
6.1 Risk management framework 455
6.1.1 Risk Management Policy and organisation 455
6.1.2 Group Enterprise Risk Management framework 456
6.1.3 Internal control system 458
6.2 Main risk factors 459
6.2.1 Ratings of the main specific risk factors 459
6.2.2 Detailed main risk factors 460
6.3 Transferring risk to insurers 472
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6.1 Risk management framework
6.1.1 Risk Management Policy
and organisation
The Risk Management Policy at Unibail-Rodamco-Westfield (“URW” or
“the Group”) is designed to:
• Identify and analyse the main potential threats in order to anticipate
risks proactively;
• Set up and implement appropriate mitigating measures in order to
monitor and/or reduce the identified risks;
• Secure decision-making and Group processes to achieve business
objectives;
• Create and preserve the Group’s value, assets, brand and reputation;
• Ensure consistency of decisions with the Group’s values and strategy;
• Bring the Group’s staff together behind a shared vision of risk
management; and
• Strive to convert risks to business opportunities.
URW is based on a matrix organisation within 4 regions: Central Europe,
Southern Europe, Northern Europe and the US, composed of 11
countries (Austria, Czech Republic, Denmark, France, Germany, The
Netherlands, Poland, Sweden, Spain, the UK and the US) under the
stewardship of 4 regional Chief Operating Officers (“COO”), and a
Corporate Centre organised around 5 main functions, i.e. Development,
Asset Management, Operations, Human Resources/IT, and Finance.
The decision-making process is accomplished through committees and
collegial decision-making. The segregation of duties within URW is
based on the separation between execution and control. In the 4 regions,
the Group’s main activities are investment and divestment, asset
management, operating management (including leasing and property
management), construction, refurbishment and exhibition management,
which are briefly described below. The organisational structure is also
based on a set of delegations that define the responsibilities and level of
authority of managers. Moreover, URW utilises internal committees
where decisions are based on a risk-analysis approach.
MAIN ACTIVITIES OF THE GROUP, INCLUDING CORE PROCESSES AND SUPPORTING FUNCTIONS
Investment/divestment and development
Investment is one of the major processes at URW as it is one of the first
steps in the value-creation process. It starts with deal sourcing (the
search for market opportunities), which is based on brokers, off-market
relationships, and connections with local communities. Once an
investment opportunity is identified, it undergoes a strict review and
approval procedure with multiple steps through compliance and
demanding internal decision-making processes, in alignment with
URW’s investment strategy.
Under the supervision of the Chief Investment Officer (“CIO”), the
Investment department is responsible for evaluating and advising
periodically on the basis of the aforementioned information whether the
property needs to be disposed of or not.
For divestments, a highly structured process is in place to provide the
most complete and accurate information (data room) to maximise the
selling price and minimise the guarantees and representations, as well
as the potential liabilities.
For the development of new property, each region has its own
Development department, which manages development projects in
collaboration with the Corporate Centre. The construction strategy is
determined based on an individual project’s requirements with a shift
away from internal self delivery in favour of engaging external major
contractors. The establishment of construction strategy (procurement
strategy, preparation of bid tender, call for offer, selection of building
contractors, etc.) is developed under the direction of the CIO, the
Development Directors, the regional COOs and the Group Director of
Construction.
Asset management
Under the responsibility of the CIO, this activity focuses on value
creation in URW’s asset portfolio and consists of defining the strategy
for each asset (5-year business plan). In line with the contract terms and
conditions, the Accounting department invoices and collects the rents
and pays expenses related to the management of the building.
FINANCE
RISK MANAGEMENT
LEGAL AND COMPLIANCE
INFORMATION TECHNOLOGY
HUMAN RESOURCES
SUSTAINABILITY
INTERNAL AUDIT
INVESTMENT/DIVESTMENT
AND DEVELOPMENT
ASSET
MANAGEMENT
OPERATING MANAGEMENT
AND CONVENTION
EXHIBITION MANAGEMENT
CONSTRUCTION
REFURBISHMENT
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6.1 Risk management framework
Risk factors and internal control
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Operating management
Operating management is organised and managed at the regional level
by their respective COO under the supervision of the Chief Customer
and Retail Officer (for Europe) and Chief Executive Officer (for the US). It
mainly focuses on property leasing, implementation/monitoring of the
5-year business plan and property management, including security and
technical maintenance (facility management).
Convention & Exhibition management
Convention & Exhibition (“C&E”) management includes activities such
as letting areas in URW’s exhibition site portfolio to exhibition
organisers, as well as mandatory services (technical installations,
electricity, etc.) and ancillary services (parking facilities, WiFi
connection, etc.).
6.1.2 Group Enterprise Risk Management
framework
All key risks listed in the Enterprise Risk Management (“ERM”)
framework have been reviewed and assessed internally on a yearly
basis. 11 identified key risks were presented to and reviewed by the
Audit Committee (“AC”) and Supervisory Board (“SB”) in 2025 through a
bi-annual (half-year and full-year) assessment.
Our ERM framework focuses on:
• Risks inventory;
• Risk control methodology (including monitoring of appropriate
mitigating measures and action plans);
• Risk mapping;
• Governance; and
• Functional organisation.
URW strives to have a Group-wide robust Risk Management
Programme, providing reasonable assurance on levels of control.
Itremainsorientedtowards ongoingandcontinuousriskassessment,
effectiveness andimprovementincontrols.
Management of risk measures and follow-up of effective
implementation of yearly action plans are core to the Group’s business
resilience, and are reviewed and challenged on a recurring basis.
Please note: As sustainability is embedded in URW’s core business,
other sustainability risks cut through the majority of Group risks and are
mentioned throughout this chapter. For information on the related
sustainability policies, action plans and objectives, please refer to
section 3.2 Sustainability Statement.
OVERVIEW OF GROUP ERM KEY RESPONSIBILITIES
Governance enhances and supports the importance of ERM by
establishing oversight responsibilities. URW has worked on the
alignment and coherence of the risk management governance bodies,
considering market best practices, regional and sector benchmarks and
market investors’ expectations.
On December 6, 2018, upon the recommendation of the AC, the SB
approved the current ERM framework.
ONGOING
RISK
REVIEW
CORRECTIVE
ACTIONS TO
IMPROVE
CONTROL
VALIDATE
EXISTING
CONTROLS
IDENTIFY
AND ASSESS
EMERGING
RISKS
REPORTING
AND
GOVERNANCE
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The URW ERM framework and 3 lines of defence are organised as
follows:
The responsibilities of the governance levels are summarised below.
Supervisory Board
• Provides strategic oversight of the risk framework; and
• Monitors and challenges the strategic decisions and risk reports.
Audit Committee
• Reviews detailed oversight of the risk framework;
• Reviews reports on risk processes and internal controls;
• Verifies that audit plans address key risk areas; and
• Reviews or recommends the risk deep-dive programme.
Management Board ("MB") & Executive Committee ("EC")
• Owns the relevant Group risks;
• Approves the risk mapping and attends the FY Group Risk Committee;
• Initiates the risk mapping reviews; and
• Provides regional risk summaries to cross-reference against Group
risk mapping.
Group Risk Committee (GRC)
• Supports the development of a risk culture within the Group;
• Provides input to management and the EC regarding the Group risk
appetite and tolerance;
• Monitors, reviews and updates the organisation’s risk profile
(riskmapping);
• Approves the policy, plan and methodology; and
• Ensures presentation of the key risk inventory and risk rating grid for
AC/SB approval.
The GRC is composed of the following senior executives:
• Chief Financial Officer (Chairperson);
• Group General Counsel;
• Chief Resources and Sustainability Officer;
• Chief Investment Officer;
• Group Director of Risk Management;
• Group Director of Internal Audit and Group Compliance Officer; and
• Group Director of Insurances.
The GRC met twice in 2025 and all MB members attended the year-end
GRC meeting to review and discuss the Group risk mapping.
To detect the main specific Group risks and design appropriate risk
management measures in relation to any unique local considerations,
the Group’s ERM framework also includes a local US Risk Management
Committee.
Corporate Risk Management
• Implements the policy, plan and methodology;
• Executes the review process with risk owners and finalises the risk
mapping; and
• Monitors macroeconomic/emerging risks.
URW SE SUPERVISORY
BOARD
URW SE
AUDIT
COMMITTEE*
(*) Group consolidated
risk report includes
URW NV
URW SE
MANAGEMENT
BOARD
EXECUTIVE
COMMITTEE
GROUP RISK
COMMITTEE
(“GRC”)**
(**) GRC consolidates
URW NV risk report
1
ST
LINE OF
DEFENCE
2
ND
LINE OF
DEFENCE
3
RD
LINE OF
DEFENCE
Overview of the 3 lines of defence are in line with COSO ERM standards.
RISK MANAGEMENT
AND COMPLIANCE
INTERNAL
AUDIT
RISKS OWNERS
AND MANAGING
FUNCTIONS
GROUP OR SUPPORT
FUNCTIONS
(COMMUNICATION,
DEVELOPMENT,
FINANCE, HUMAN
RESOURCES, ETC.)
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6.1.3 Internal control system
The Group’s internal control system covers all of the Group’s activities
and geographies. It is based on a set of principles that aims to provide
reasonable assurance that the following internal control objectives
are met:
• Transactions are executed effectively and optimised;
• Protection of the Group’s assets;
• Financial information is reliable; and
• All operations comply with prevailing legislation, external regulations
and URW’s internal rules.
The Group’s internal control system is in line with the general principles
of the Internal Control System reference framework by the AMF
(Autorité des Marchés Financiers, French Financial Markets Authority)
and is based on:
• A set of standardised procedures;
• Accountability of managers in charge of the business, finance and control;
• A committee-based, decision-making process for acquisitions,
disposals, refurbishment/construction projects, and leasing; and
• Segregation of duties between execution and control.
The Group’s control environment detailed in the Compliance Book for
Governance, Organisation & Corporate Rules describes:
• The Group organisation structure: a matrix organisation with a dual
reporting line at corporate and regional levels;
• Governance for Unibail-Rodamco-Westfield SE (“URW SE”) and its
subsidiaries as well as for Unibail-Rodamco-Westfield N.V. (“URW
NV”) and its subsidiaries;
• A framework of core processes and internal rules covering investment
and divestment, development/construction, leasing activities and
support functions, notably Finance and Human Resources;
• A Code of Ethics, covering the Group’s core values and principles,
with particular emphasis on ethical behaviour, prohibition of
corruption, conflicts of interest, confidentiality and transactions
involving Stapled Shares; and
• An Anti-Corruption Programme (“ACP”) that includes, among other
things, risk mapping, which is regularly reviewed, and a due
diligence process covering all business partners before entering
into business relationships.
In addition to the Compliance Book, the Group’s control environment
comprises:
• Job descriptions and an assessment system based on
performance targets;
• A set of delegations of authority, responsibility and limits that span all
the Group’s activities;
• General and specific procedures applicable at corporate level and in
the different regions where the Group is present; and
• Less formal instructions and recommendations that nevertheless
form an integral part of the internal control system.
The internal control system assessment is carried out by the Group
Internal Audit department (composed of 6 employees located in France
and in the US), which conducts regular assignments covering all the
Group’s activities pursuant to the annual audit plan approved by the AC.
The CEO or the AC Chair can also ask the Group Internal Audit
department to carry out “flash” assignments to provide a rapid response
for urgent (potential) issues and/or the treatment of new risks or
problems. Final audit reports are addressed to the MB and to each
department involved in the audit. A summary of audit findings is
provided to the AC on a quarterly basis.
URW’s Internal Audit Charter sets out the different missions of the
Internal Audit function. To ensure its independence, the Internal Audit
department reports to the CEO and to the Chair of the AC.
A description of the main risks monitored by this internal control system
is set out hereafter.
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6.2 Main risk factors
In accordance with European Regulation No. 2017/1129 of
June14,2017, on the prospectus to be published in the event of a public
offering of securities or with a view to the admission of securities to
trading on a regulated market, risk factors presented hereafter are
limited to specific risks to the Group remaining significant after
application of the risk management measures.
Nevertheless, the risk factors discussed in this section are not
exhaustive and there may be other risks, either potential unidentified
risks or emerging/developing identified risks, or risks not specific
enough to the Group and/or of which the occurrence is not considered
likely to have a material adverse effect on URW, its operations, financial
position and/or results, share price or guidance/outlook as at the date of
filing of the Universal Registration Document. In addition, given the
geographical scope of URW activities, the potential impact of the same
type of risk may differ from one country to another.
The Group risk mapping is reviewed and updated, if necessary, on a
recurring basis under the supervision of the GRC. The Group risk
mapping is discussed by the AC and the SBat key stages of the annual
review process.
Given the ongoing geopolitical and macro-economic conditions, including thethreat of deepening trade wars and customs barriers, sovereign
debt concerns and potential recession in Europe, URW continues to monitor and anticipate the evolving impacts on the business, particularly
concerning interest rates, inflation, supply chain issues, regulatory and tax changes. In addition, growing social and political instability in some
countries where the Group operates - which includes the increasing threat posed by Russian expansionism to regional stability in Europe, which
could degenerate into broader conflict - may significantly affect consumption, security, financing, capital markets and investor appetite.
In light of the uncertain evolution of the international geopolitical situation arising from the armed conflict in the Middle East, the Group’s risk
mapping and/or the assessment of those risks may deteriorate rapidly due to major economic, financial and social impacts — whether identified
or not — stemming from the conflict or from any potential escalation. Such impacts could have a potentially significant adverse effect on the
Group’s activities, budget assumptions, financial forecasts, and announced strategy.
6.2.1 Ratings of the main specific risk factors
The Group risk inventory, used for Group risk mapping, is composed of 11 Group-specific risks organised into 5 categories. The risks presented below
are rated within each category in descending order of impact on the Group (first ones being the most impactful) and likelihood.
This rating is based on:
(i) The potential net impact corresponding to the potential (financial/legal/reputational) impact after risk management measures have been put in
place (net impact); and
(ii) The potential net likelihood of the risk event, after risk management measures have been put in place (net likelihood).
This rating is the result of the Group management assessment performed under the ERM framework described in section 6.1.2 Group Enterprise Risk
Management framework of this 2025 Universal Registration Document and depends on the subjective assessments of management.
The risk rating criteria for net impact and net likelihood are regularly reviewed by the GRC in line with the Group’s circumstances and evolving risk
appetite. Legendusedbelow:
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Rating
Netimpact High net impact Medium net impact Low net impact
Net likelihood Likely Possible Unlikely
Risk factors categories Risk factors
Rating after risk management measures
SectionNet impact Net likelihood
Category #1: Business sector and
operational risks
Investment and divestment 6.2.2.1.1
Change in retail environment 6.2.2.1.2
Development, design and construction management 6.2.2.1.3
Information technology systems and data: continuity and integrity 6.2.2.1.4
Category #2: Financial and tax risks Access to capital and financial market disruption 6.2.2.2.1
Real Estate Investment Trust (“REIT”) status and tax compliance 6.2.2.2.2
Category #3: Environmental and
socialresponsibility risks
Sustainabilityrisks 6.2.2.3.1
Recruitment,retentionandsuccession 6.2.2.3.2
Category #4: Security, health and
safety risks
Operational resilience and major incidents 6.2.2.4.1
Healthandsafety 6.2.2.4.2
Category #5: Legal and regulatory risks Regulatoryandcompliance 6.2.2.5.1
The net likelihood of the risk factorInvestment & Divestmenthas changed from ‘likely’ to ‘possible’ to reflect the progress of the non-core asset
disposals and the Group’s confidence in the delivery of the capital allocation strategy in line with the 'A Platform for growth' business plan
parameters.
The new risk factor ofOperational resilience and major incidentsreplaces the 2024 risk factor ofTerrorism and major security incidentto reflect a
broader scope. It now covers not only security-related risks (violent crime, terrorism, protests etc.) but also natural disasters, extreme weather and
pandemics (previously included inHealth and Safety). The revised risk factor places significant emphasis on crisis management and business
continuity planning.
6.2.2 Detailed main risk factors
6.2.2.1 Category #1: Business sector and operational risks
Investment and divestment
Part of URW’s core business model is value creation through investment in and divestment of assets. The profitability of these transactions depends
on the accuracy of initial financial assumptions, market conditions (including available financing and investors’ appetite), tax environment, quality and
attractiveness of assets, and legal and regulatory considerations. Improper investment and divestment strategy/decisions could have an adverse
impact on asset performance, brand reputation and growth prospects. For indicative sensitivity regarding the evolution of URW’s shopping centre
asset values, please refer to Chapter 4, section 4.1.3.
The Group remains cautious about the ever-evolving macroeconomic environment. A rise in inflation and interest rates could impact investor appetite
and capital markets, potentially hindering the Group’s ability to deliver its capital allocation strategy.
Main risk factors Main risk management measures
• Inappropriate capital allocation strategy, decisions and
governance; and
• Improper asset valuations/inaccurate financial performance
forecast.
• Group decision-making process that actively involves both the MB and SB for major projects
based on internal rules and corporate charters;
• Dedicated approval process for proposed transactions;
• Thresholds set and agreed by MB/SB (CAPEX, returns targets on acquisitions, yield on cost for
development projects etc.);
• Recurring strategic review of capital allocation decisions between the MB and SB to ensure full
alignment with Group targets;
• Strategic mapping of the Group’s portfolio with asset-by-asset action plan/roadmap; and
• Regular market analysis to understand current trends and market dynamics.
For further information related to investments/divestments, please refer to section 4.1.2 Capital allocation of this 2025 Universal
Registration Document.
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Change in retail environment
As an operator of a unique network of dominant flagship retail
destinations in many of the world's best cities, any medium to long-
term deterioration in economic conditions or demographics with
implications for the leasing market and/or investments may have a
significant impact on the level of the Group’s activities, the value of
its assets, its results, and its investment and development strategy.
The risk of non-alignment of assets with consumer preferences,
their catchment areas and retailer business models may affect the
Group’s ability to achieve the level of rental income and other lines of
income with a negative impact on the operational performance and
asset valuations.
The retail sector has experienced continued evolution of trends over the
last 5 years, particularly the continued rise in ecommerce. Despite this
growth, e-commerce has not translated into the demise of brick-and-
mortar retail. This shift has accelerated the need for "destination"
malls, evolving into hybrid and multi-purpose spaces, offering retail,
food, leisure, events, etc., with innovative strategies and digital
transition towards technologies that make physical shopping more
engaging and enjoyable. The Group expects the emergence of artificial
intelligence ("AI") to confirm this trend. Not responding to such changes
in consumer trends can have a negative impact on footfall, sales and
leasing activity.
The acceleration of sustainable consumption and energy efficiency is a
key driver of global consumption and has led to increased consumer
expectations.This presentsbothchallengesandopportunitiesfor the
Group’s operations and offerings. Failure of URW and its tenants to
appropriately and effectively adapt their sustainability strategies and
initiatives could have a negative reputational impact with the potential
to affect sales and profitability.
Inanevermorecomplexeconomicenvironment,theGroup’sabilityto
achieve leasing targets at the expected level of rent, and then collect
rents,depends onthesolvencyofitstenants.Financial pressures and
rising occupancy costs can limit tenant investments crucial for
enhancing their offer, evolving with customer trends and remaining
competitive which otherwise can lead to a rise in "tenants at risk" and
bankruptcies and impact vacancy rates. In addition, tariffs and trade
wars could impact retailer strategies, disrupt supply chains, pause
investments and marketing campaigns, as well as any new
commitments.
Main risk factors Main risk management measures
• Failure to adapt the Group strategy to evolve with the
consumer trends, catchment needs and demographic (e-
commerce, AI agentic commerce, sustainability,
entertainment, mixed-use offering etc.);
• Tenant financial insolvency/default and store closings;
• Inappropriate franchising/brand licensing and services
strategy;
• Failure to achieve the commercial partnership (Westfield Rise)
targets; and
• Failure to deliver internal sustainability targets and meet
tenant/customer expectations.
• Robust business model focusing on "destination" malls (retail, food, leisure, events,
entertainment, etc.) in major markets.
• Diverse retail portfolio of international, national and local tenants. Only 12% of URW’s rental
income comes from the top 10 tenants.
• Annual research performed in each geography (Europe and the US) to understand and anticipate
shifts in retail, demographic and cultural changes;
• Customer-centric strategy with enhanced digital tools to grow audience and retailer visibility;
• Merchandisingandpositioningassessmentsforeachflagshipassettofuture proof the strategy
oftheasset and adapt the retail mix to new needs;
• Expansion of leasing into new types of tenants, including more Food & Beverage, Entertainment,
Health & Wellness and Luxury, as well as Digital native vertical brands;
• Dedicated redevelopment plan, including development of event spaces, digital infrastructure
and modular tenant spaces (white boxes for pop-ups);
• Disposalofnon-coreornon-competitive assets in accordance with the divestmentprogramme;
• Focused and measured rebranding roadmap and strategy forflagshipcentres;
• Globalisation of the marketing strategy to leverage the Westfield brand;
• Leasing teams review deals to ensure alignment with Group strategy and strong internalcontrol
processes to approve allowances for tenants as well as rent levels;
• Localframeworkstomonitorthe solvencyofnewandexistingtenants;
• Financial guarantees as a prerequisite to the standard lease agreements (deposit, first-demand
guaranteeorsuretybondequaltoamultipleofthemonthlyrent);
• Constant review of the tenancy report (vacancies, tenants in distress, new deals, and lease
expirationschedule over the next 3 years);
• Global leasing platform to develop the trans-continental sourcing/roadmap between Europe
andUSplatforms;
• Commercial partnerships (Westfield Rise) Group strategy with a dedicated business unit and
defined revenue targets;
• The Westfield Rise team are involved in all negotiations with brands to ensure deal opportunities
aremaximised;
• Implementation of the sustainability programme with a key workstream on sustainable
consumption (see section 3.2 Sustainability statement);and
• Sustainable Retail Index scheme as part of the Better Places sustainability roadmap, with a
strategy to expand to all eligible revenues by 2027.
For further information related to leasing and commercial partnerships, please refer to section 4.1.1 Business review and 2025 results of this 2025
Universal Registration Document.
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Development, design and construction
management
URW conducts development, design and construction activities in the
office, shopping centre, hotel, residential and convention & exhibition
property segments. This strategy involves significant investment of
financial capital, human resources and senior leadership time and
attention. While it represents an opportunity to capture market share in
the relevant markets and to create a flagship and mixed-use model to
distinguish URW from the competition, such a pipeline implies a number
of risks that can significantly impact the project’s expected financial
returns and timeline as well as the Group’s reputation. These risks
include underperforming leasing, project cost overruns, compliance
with schedules, securing timely administrative authorisations, as well
as changes in the macroeconomic environment.
The Group continues to develop its capital-light strategy, often joining
with strategic capital partners prior to launching these projects, to
reduce the impact on the balance sheet of the Group, while leveraging
existing projects and generating development and management fees.
Whilst this reduces the Group’s risk exposure on the balance sheet, it
can increase the risk
of securing project approval and other timely approvals required from
joint venture partners and co-owners.
In addition, with the Group’s sustainability ambitions core to the
business, there is a strong focus on regeneration of centres, refitting,
recycling, biodiversity, etc., and delivering the targets set in the “Better
Places” sustainability roadmap (see section 3.2 Sustainability
statement). The evolving sustainability risks relate to new building
regulations, tightening environmental standards, rising investor/
occupier expectations, and green financing requirements, and can
significantly impact the Group's compliance obligations, capital
allocation and stakeholder confidence.
Following the delivery of Westfield Hamburg, the Group's decision to no
longer take on direct construction management risks for future
development projects and major works and the reduced development
pipeline (consisting of smaller scale and less complex schemes) will
result in a reduction in risk exposure for the Group. In addition, the
tighter controls and rigour implemented following extensive reviews of
development and construction policy, strategy, decision-making and
governance will serve to strengthen the processes for future projects.
Main risk factors Main risk management measures
• Failure to obtain definitive administrative authorisations or
other required stakeholder authorisations (including joint
venture partners);
• Failure to meet targets in terms of cost, timescales and
quality;
• Inability to attract essential tenants or underperforming the
leasing assumptions;
• Inability to handle complexity/ensure effective project
management;
• Failure to set or achieve ESG targets;
• Inability to retain human resource requirements at the right
level and key talents across the pipeline; and
• Non-compliance with internal development strategy, investment
decision and development process.
• Any investment decision for a development project is submitted for authorisation by MB/EC
members according to the Group’s decision-making process detailed in the Compliance Book;
• The Investment Committee assesses the project relevance to (i) the Group strategy in terms of
purpose and capital allocation and (ii) the local market;
• Strong and disciplined control of CAPEX spending in line with the Group’s 'A Platform for
Growth' business plan 2025-2028 announced in May 2025;
• The Group’s project approval process is split into 2 parts: (i) product, market and commercial
underwriting (development, financial risks and assumptions) and (ii) project definition, maturity
and construction strategy (design, risks and complexity, purchasing strategy, etc.);
• Project "post-mortem" process to implement key actions based on lessons learned from
previous projects to optimise the delivery process and prevent future total investment cost
("TIC") overruns;
• Development risk assessment, monitoring/reporting and tracking tools implemented to ensure
full transparency of project/performance management, with risk contingencies included in the
TIC and adjusted accordingly;
• Third-party (legal consultants) analysis of the compliance of the requested authorisation with
urban rules and other enforceable regulations is carried out before filing;
• Projects are focused on regions where URW has local teams which work closely with local authorities;
• Joint venture partner strategy/framework agreed at pre-development stage;
• Partnering with local players to benefit from their experience and relationship with local authorities;
• Project-specific pre-leasing targets agreed before the launch of the works, and in particular for
anchor tenants to de-risk income;
• Development project leasing process is monitored through agreed Group milestones for the
leasing action plan and marketing strategy;
• During the construction phase, key performance indicators ("KPIs") are set to cover (i) potential
contingencies and (ii) potential change orders that could be decided or required to meet tenant
requirements during the construction;
• Procurement strategies are adapted to the specific requirements of the operation and are based
on approved design and specifications to limit the risk of future variations;
• Change order processes are defined and are consistent in terms of timing and costs within
construction company contracts, design team contracts, tenant forward leases and forward sales;
• Sustainability is built into development, design and construction processes and mapping;
• Better Places sustainability roadmap targets set. See scorecard in section 3.1 Better Places
roadmap;
• Project team right-sizing and experience is assessed in the approvals process taking into
account all relevant resourcing factors such as the project complexity and the procurement
strategy of the development project; and
• Independent project reviews by internal/external advisers.
For further information related to the development pipeline, please refer to section 4.1.2 Capital allocation of this 2025 Universal
Registration Document.
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Information technology systems and data:
continuity and integrity
To support URW's business and digital objectives, the Group IT
department partners with all business units to provide and maintain the
technology needed to meet business needs. Overall, the Group IT
department provides more than 100 applications and supports more than
4,000 users globally. As with any organisation, URW’s IT is exposed to
risks that may be caused by external (natural disasters, accidents, service
provider default, network blackout, cyber threat, the rise of artificial
intelligence) or internal (human error, insider threat) origins.
Regarding cyber threats, as a market trend, the risk is continuously
increasing, which may result in an increase in URW’s exposure to risks
such as leakage of the Group’s confidential data, leakage of personal
data, cybersecurity incidents (phishing, fraud) and ransomware attacks.
In the event of such risks occurring within URW, these would lead to a
partial or complete unavailability leading to the disruption of processes
and activities, and/or regulatory and reputational impacts (market
regulations, personal data protection, leak of confidential URW
customer data, etc.) and financial data. However, a major cyber event
should not impact the operation of shopping centres that will remain
open, nor the Net Rental Income.
Main risk factors Main risk management measures
• Cyber-risk;
• Unavailability of critical IT systems; and
• Incapacity to guarantee the integrity of data and reports
generated by IT systems and personal data breaches and
disruption of processes.
• Strong governance involving IT, Risk Management, Legal, Internal Audit, business stakeholders
and management to review IT activities and investment, including a dedicated committee to also
monitor cyber risks on daily operations;
• Cybersecurity strategy and technology designed and rolled out to prevent cyber risks, detect
security incidents, and respond quickly to remediate cybersecurity incidents or data leaks;
• Integration of cybersecurity aspects in all IT projects and contractual commitments with IT
vendors;
• Regular IT audits to test the Group’s protective and detective measures;
• A Group Cyber Crisis framework, with specific response procedures in case of a major IT
security event/crisis, which are tested on a regular basis, and are linked to the General Data
Protection Regulation ("GDPR") Data Breach notification process;
• A business impact assessment to assess URW processes criticality in the event of a major
cyber-attack, as well as the alternative operating plans if IT systems are not available;
• An IT Disaster Recovery Plan, and a specific cyber resilience plan for managing a major cyber
crisis, both in terms of IT investigations and IT recovery; and
• Managed/controlled integration of artificial intelligence in core processes.
6.2.2.2 Category #2: Financial and tax risk
Access to capital and financial market
disruption
URW, as a REIT, is subject to continuous refinancing requirements
inherent to its business model and capital structure. These needs
encompass maturing debt financing, investment financing, capital
expenditure ("CAPEX") funding (e.g. development pipeline,
enhancement projects) and other operational financing needs.
In this context, URW is exposed to macro-economic risks related to fund
availability, credit market volatility, interest rate and foreign exchange
("FX") fluctuations, and counterparty risk. These factors could restrict
access to necessary funding and adversely affect the Group’s
operations and financial results.
Recent easing of inflation and interest rates has slightly improved
investor sentiment and reduced funding costs, alleviating some pressure
on URW’s access to capital. However, this trend may be affected by
geopolitical events that are difficult to predict. Furthermore, the evolution
of the Group’s financial ratios and in particular the impact of asset
performance on URW’s credit rating must be closely monitored, as a
downgrade could negatively influence access to funding and cost of debt.
In addition, debt investors and lenders are increasingly prioritising green
and sustainability-linked funding instruments. URW updated its Green
Financing Framework in 2022 and must proactively monitor and adapt
to evolving taxonomy requirements and environmental, social and
governance ("ESG") rating criteria, recognising these as emerging risks
that may affect its access to liquidity.
For information on liquidity position, financial ratios and interest rate
exposure, please refer to section 4.1.4.
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Main risk factors Main risk management measures
• Limited access to funds in case of unfavourable capital
markets or URW credit deterioration.
The Group's strategy relies on its ability to secure financial
resources through debt (bank loans, bonds, credit lines, commercial
paper) or equity capital to meet operational and investment needs
and debt maturities. Several factors could hinder this ability,
including:
• Disruptions in debt or equity markets;
• Reduced bank lending capacities;
• Changes in the real estate market or investor interest in
property companies;
• Downgrades in URW’s credit rating;
• Deterioration in URW’s financial results;
• Decreases in EBITDA and operating cash flows;
• Increase in URW's leverage, in particular in case of increasing
debt and/or declines in the asset valuations;
• Failure to comply with any of the Group’s financial covenants,
resulting in an event of default and consequently potentially
triggering a cross default; and
• Changes in ownership structure.
• In line with the Group Treasury Policy, close monitoring of the Group’s liquidity, FX and hedging
risks as well as its debt covenants;
• The Treasury department regularly provides the ALM Committee with comprehensive reports
on the Group’s liquidity projections, hedging position, cash position and availability under the
Group’s committed credit lines, as well as key financial indicators;
• €11.4 Bn of liquidity
(1)
as at December 2025 including €8.7 Bn of undrawn credit facilities
(2)
and
€2.7 Bn
of cash on hand;
• 2 solicited ratings in place as at December 2025: Standard & Poor’s rating standing at BBB+
with stable outlook and Moody’s rating standing at Baa2 with positive outlook;
• The Group maintains regular dialogue with these rating agencies with proactive monitoring of
credit metrics;
• Strong and disciplined control of CAPEX spending in line with the Group’s 'A Platform for
Growth' business plan 2025-2028 announced in May 2025;
• Active reduction of general expenses and deferral of non-essential CAPEX; and
• Diversification of funding sources and counterparties.
• Rising cost of access to funds due to an increase in spreads,
change of rating, appeal of the Company/its sector for
investors (debt and equity) or banks, dramatic increase in
interest rates, adverse currency exchange rate movements, or
disruption and volatility of capital markets.
Notably, the Group is exposed to:
• Interest rate risks:
- May have a significant impact on financial expenses; and
- Although the Group’s exposure to variable rates is hedged
through derivatives, these hedges could be insufficient.
• The FX rate between the euro and other currencies impacts:
- The value of operational and financial expenses, and thus
overall asset value, when translated into euros;
- The results and/or the statement of financial position of the
Group; and
- The Group’s ability to meet its commitments in respect of
those securities and, more generally, its commitments with
respect to debt.
In addition:
• To hedge part of this risk, the Group uses derivatives and debt in
foreign currency. Such instruments may not hedge the
underlying assets or activities perfectly, and as a result changes
in the FX rate and/or interest rates may have an impact on the
cash flows, the results and/or the financial position; and
• The use of financing instruments on international markets
exposes the Group to extraterritorial regulations which may
have a significant adverse effect on the Group’s overall
financial results.
• The Group Asset & Liability Management (“ALM”) Committee meets regularly on an ad hoc
basis. It receives regular information on significant changes in the financial environment;
• The ALM Committee defines the Group Treasury Policy implemented by the Group’s Treasury
department. The ALM Committee manages and monitors interest rate risk and FX risk, making
proposals to the MB for execution;
• Internal policies and procedures maintain a conservative approach to investments and mitigate
the risk by not allowing for speculative positions to be put in place;
• The Group Treasury department regularly provides a comprehensive report on the Group’s
interest rates, position, exposure to foreign currency, liquidity projections, compliance with bank
loans and facilities covenants, availability under the Group’s committed credit lines. It also
proposes (re)financing or hedging operations (if applicable), and details of any (re)financing
operations or transactions (hedging operations, share buy-backs, etc.);
• The Group has an interest rate macro hedging policy (through the use of derivatives) aiming to
limit the impact of interest rate fluctuations on the cost of debt over the next years, in view of its
current disposal and investment plans, its existing hedging programme and debt as well as the
debt the Group expects to raise in the coming years;
• The Group’s exposure to FX rate fluctuation is partly hedged by either matching investments in a
specific currency with debt in the same currency or using derivatives to achieve the same risk
management goal; and
• Robust internal procedures ensuring the segregation of duties between execution of market
trading and control functions of such transactions.
(1) On an IFRS basis.
(2) Subject to covenants.
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Main risk factors Main risk management measures
• Reliability of counterparties or failure to monitor and
manage counterparty risk resulting in potential loss of its
deposits or benefits from hedges signed with counterparties.
• Credit monitoring of the Group's counterparties, regular dialogue and minimum financial ratings
thresholds as a condition of continued transactions.
• Risksrelatedtoliquiditycrisis,eurobreak-up,Eurozone or EU
exit, country default or political instability.
Thoseriskscouldalsonegativelyaffect:
• TheGroup’soperationsandprofitability;
• ThesolvencyoftheGroupandofitscounterparties;
• ThevalueandliquidityofthesecuritiesissuedbyURW;and
• The Group’s ability to meet its commitments in respect of
those securities and, more generally, its commitments with
respecttodebt.
• Regularmarketmonitoringandsensitivityanalysistoassessliquidity,ratesandFXrisks;
• €11.4 Bn of liquidity
(1)
as at December 2024 including €8.7 Bn of undrawn credit facilities
(2)
and
€2.7 Bn
of cash on hand; and
• Diversificationofsourcesoffunding/counterparties.
• Non-compliance with sustainability finance disclosure and
taxonomy requirements, and low ESG rating.
• Green Financing Framework updated in November 2022 in line with market standards as
confirmed by a Second Party Opinion from ISS ESG;
• EstablishmentofadedicatedGreenFinancingCommitteetoensureframeworkalignmentwith
themarket;
• Continuous improvement of sustainability-related disclosure and presentations (ESG agencies
and investors);
• Formalised Use of Proceeds for Green Bond allocation, and formalised procedure for analysing,
selecting and monitoring assets under the Green Financing Framework;
• Regularback-testingofasseteligibilitytoGreenBondcriteria;and
• Regular monitoring of green and sustainability-linked loans and credit lines and KPI levels.
For further information related to financial markets, please refer to section 4.1.4 Financial Resources of this 2025 Universal Registration Document.
REIT status and tax compliance
As an international Group, URW is subject to various taxes in the
countries in which it operates. URW’s aim is to be in full compliance with
all tax obligations worldwide in respect of all processes and
transactions it undertakes. Considering its core business and activities,
as a real estate company, URW benefits from special status under a
REIT regime for real estate investors in 5 countries in which it operates
(France, The Netherlands, Spain, the UK and the US). While a REIT
regime leads to a lower tax rate at the level of the REIT, as a result a
REIT is obliged to distribute most of its income, which is subsequently
taxable for shareholders. To the extent that URW opts to make use of
such regimes, it is obliged to meet local requirements, which differ per
country. Moreover, further to the Westfield transaction, the expanded
tax structuring complexity combined with the stapling principle now in
place between URW SE and URW NV raise potential risks of failure to
comply with tax requirements and/or to face challenges from/litigation
with one or more local tax authorities.
A potential risk of the repeal of a REIT regime is assessed as more
prominent in some European countries, whereas REIT structures are
viewed more favourably in the US where the focus is on proper income
classification.
The current economic uncertainty and possible government budget
shortfalls could lead to renewed challenges of REIT regimes and
potential increases in taxes generally such as creating exceptional tax
surcharges or taxes on the buy-back of shares and increased
compliance with SIIC distribution obligations. The carryforward SIIC
mandatory distribution obligation has increased because of the Group’s
negative statutory results, and its settlement could trigger a substantial
cash outflow. In addition, the Group could face new or evolving tax laws
on property taxes, business rates or other unforeseen and detrimental
measures.
(1) On an IFRS basis.
(2) Subject to covenants.
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Main risk factors Main risk management measures
• Loss of REIT status or other tax benefits due to external
factors;
• Improper interpretation and/or application of tax law and REIT
requirements;
• New or evolving tax laws (such as property tax or business
rates) and REIT requirements;
• Failure on tax determination, reporting or remittance (other
than theoretical disagreement); and
• Increased complexity and reporting requirements for taxes,
particularly in the context of Pillar 2.
• Tax employees are experienced and in a process of continuous training in order to increase
awareness of potential errors;
• Risk assessment of the potential loss caused by changes in tax regulation;
• The Group is a member of European Real Estate Association (“EPRA”) (in the EU) and National
Association of Real Estate Investment Trusts (“Nareit”) (in the US) industry groups, which
promote modern and predictable REIT regimes;
• The Group also participates in local groups such as the Federation des Entreprises Immobilieres
(“FEI”) in France to maintain and promote the real estate sector interests;
• Active tax teams (both internally and through external counsel review) to monitor and anticipate
potential changes in REIT regimes and/or regulations as well as any changes to tax laws
generally;
• Reviews of tax calculation accuracy through consistency tests and checks both internally at the
Group level and through external advisory firms;
• Reviews of tax prerequisites/risks for deals to go to the Investment/Divestment Committee with
a formal sign-off process detailed in the Compliance Book; and
• Tax employees are in continuous dialogue with, and provide training to, local colleagues to
monitor and review the characteristics of ongoing operations and transactions to ensure that the
REIT income thresholds are adhered to.
6.2.2.3 Category #3: Environmental
and social responsibility risks
Sustainability risks
Considering the size of its tangible assets portfolio, URW places
sustainability risks at the heart of its strategy with an integrated
commitment to make sustainability a core part of the URW business.
As a developer and operator of retail assets, URW has identified a broad
range of sustainability risks and opportunities which are related to many
departments and activities within the business such as energy
efficiency/transition, asset resilience to climate change, evolving
taxonomy and environmental regulations, supply chain due diligence,
green financing and societal risks – all of which are integrated into the
Group’s ERM framework.
Sustainability risks are long-term risks, leading to direct or indirect
impacts on URW:
• Direct impacts: change in weather patterns impacting our assets
(standing and development), energy efficiency regulations being
implemented in our countries of operations, etc.; and
• Indirect impacts: cities requiring high level of environmental
performance in our development projects, regulations impacting our
upstream supply chain and the cost of raw materials and energy (e.g.
increased price of carbon emissions for energy producers and large
emitters such as cement manufacturers and steel manufacturers),
financial institutions integrating ESG risks in their portfolio
management strategies, etc.
The nature of the risks (systemic, long-term risks) and the external
environment emphasises the need for periodic reassessment. The sub-
risks covered are highly political topics, with a high-level agenda at the
United Nations (United Nations Sustainable Development Goals, United
Nations Framework Convention on Climate Change, etc.), regional
(European/US levels), state/national and city levels. Specifically on
climate change topics, scientific consensus has been built at
international level on causes and consequences (notably via the
Intergovernmental Panel on Climate Change) but scientific research is
constantly evolving on the physical consequences of observed climate
change and their rhythm. In parallel, these risks are progressively
integrated by other market players (and specifically financial
institutions and their integration in their risk frameworks impacting
asset allocation) and regulators (EU Taxonomy, EU Corporate
Sustainability Reporting Directive (“CSRD”), local energy efficiency and
carbon regulations, etc.) constantly and progressively raising the
expectation levels on URW.
For information on the related sustainability policies, action plans and
objectives, please refer to section 3.2 Sustainability Statement.
For more details on natural disasters, please refer to section 6.2.2.4.
Security, health and safety risks, and section 6.3 Transferring risk to
insurers.
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Main risks Main risk management measures
• Failure to achieve net-zero target. • Established Group sustainability governance supported by sustainability agenda defined and
overviewed at the highest governance levels: Group CEO, the MB, the EC and the SB; and
• Integration of the sustainability agenda in core business processes: due diligence process,
management of development projects and existing assets, integration in budget reviews,
sustainability objectives set for all employees, training and remuneration.
• Fossilfueldependency(lack ofaccessibility,increasedcosts,
taxonomyeligibility,impactonassetvalueorprojectbudgets).
• Developmentofon-siterenewableenergyproductioncapacity and power purchase agreements
for off-site production of renewable energy;
• Energy efficiency targets and energy management action plansinallstandingassets;
• Using“Greenleases”asaninstrumenttosupportenergyefficiencyanduseofgreenelectricity
fortenants;
• Mobility Action Plans in place in shopping centres owned and managed by URW including
measures to develop accessibility by soft mobility modes, electric vehicles and public
transport;and
• Ongoingmonitoringof carbon-relatedregulations.
• Non-resilience of assets to climate change (future physical
phenomena) andimpact on new developments.
• FormalisationoftheGroupframeworkforriskadaptationdetailinghowphysicalclimate-related
risks are mitigated through the Company, incorporating expectations from EU Taxonomy
andEUCSRD;
• Assetvisitsbyexternalriskconsultantstoassetswithidentifiedrisksresultinginaresilience
action plan for each asset;
• Climate adaptation plans have been developed for all assets, using a toolbox of adaptation
measures to identify relevant action plans;
• Compliance with regulatory requirements in each region regarding flooding risks, water
management, and drainage systems for exceptionally heavy rainfall;
• Due diligence process for acquisitionsand new development projectscovers current level of
exposure toweatherevents/climate;
• Group forward-looking climate change risk assessment covering all standing assets and the
development pipeline, in line with Task Force on Climate-related Financial Disclosures
recommendations, covering both transitional and physical risks;
• Environmental certification policy for all assets in both development and operation phases:
BREEAM, orLEEDandBREEAMIn-Use certification schemescovering, among others, physical
resilience and energyaspects; and
• Insurance cover for natural disasters for assets in Europe (with limitations for The Netherlands
and Germany) and the US.
• Increased environmental regulation impacting standing assets
(building energy efficiency) and development projects
(developmentconstraints).
• High-level follow-up of upcoming regulations through industry representative organisations. For
regulationslikelytohaveamajorimpactandwhereURWhasanabilitytoinfluence, contribute
to interactions with regulator to ensure adaptation to the sector.
• Inability to deliver biodiversitymeasures and expectations for
standing assets and development projects.
• As part of the“Better Places”roadmap, allnew developments implement biodiversity action
plans to achieve an overall biodiversity net gain;
• Engagement with WWF France for the science-based targets for the nature evaluation and
certification of the Group’s activities; and
• Monitoring the implementation of biodiversity measures following biodiversity audits, including
renaturationofstandingassets,andassessingtheimprovementthrougha biodiversitymetric.
• Failure to capture sustainability-related opportunities (energy
renovation projects, new business lines and revenues,
sustainable consumption and customer expectations).
• Full commitment of URW’s executive management to reach the “Better Places” targets, with a
direct link between executive compensation and the fulfilment of specific sustainability targets;
• Comprehensive and fully funded climate plan to reduce Scopes 1 and 2 greenhouse gas
emissions by -90% by 2030; and
• Planned and approved capital expenditure ("CAPEX") to 2030 of €28 Mn per year (including
approximately €8 Mn per year on solar photovoltaic projects) thanks to consistent annual
investment in URW’s highquality assets.
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Main risks Main risk management measures
• Non-compliance of supply chain related obligations (due
diligence, modern slavery, etc.).
• Group supply chain sustainability risk mapping;
• Procedure for screening business partners;
• Dedicated training sessions for teams identified for being at risk of exposure;
• Group Code of Ethics applicable to all contractors;
• Whistleblowing procedure made accessible to all contractors;
• Responsible Purchasing Charter and inclusion of the Group purchasing conditions, and standard
contracts including environmental and social terms; and
• Group Considerate Construction Charter applicable for development projects describing the
Group’s requirements and recommendations to optimise worksites’ environmental quality.
• Non-compliance of evolving non-financial reporting
requirements, including EU Taxonomy.
• Monitoring of regulatory updates with dedicated gap analyses to anticipate requirements set
forth in new regulations;
• Participation in key working groups of industry bodies (EPRA, FEI (Fédération des Entreprises
Immobilières, the French listed property federation), OID (Observatoire de l’Immobilier Durable,
French Global Alliance for Buildings and Construction)) as well as institutions, such as AFEP
(Association française des entreprises privées, French Association of Private Businesses), which
contributes to the political engagement with regulators and legislators;
• A robust set of processes as part of the annual reporting campaign coordinated by the
Sustainability team; and
• Frequent engagement of external experts and auditors to raise questions and receive feedback
on identified areas of improvement.
• Negative perception from stakeholders linked with poor
sustainability performance and controversies (excessive
energy consumption, inappropriate/excessive water
consumption, irresponsible tenants, etc.).
• Robust contractual and legal frameworks (regulations applying to retailers, environmental
appendix in leases formalising obligations of the tenant in URW shopping centres);
• Active communication with tenants and visitors (e.g. sustainability meetings with tenants,
satisfaction surveys and sustainability customer satisfaction surveys); and
• Initiatives led in collaboration with tenants to raise visitor awareness of the environmental and
social impact of consumption choices.
• Failure to deliver on community-related targets • Community Resilience Plans: Dedicated action plan for each centre enabling employment
opportunities; promoting social inclusion or having a positive impact on the local environment for
the Community; and
• Working with partners specialised in social inclusion and health programmes including support
for charities and NGOs.
Recruitment, retention and succession
Considering the very competitive talent market (including the very low
unemployment rates in some local markets) as well as the need to
retain key people and knowledge, URW may face some risks related to
recruitment, retention and succession of talent. High employee
turnover can lead to lower productivity and reduced morale, loss of
Company knowledge, damaged brand reputation, increased
recruitment costs and a strain on the HR department.
Despite the competitive market conditions, there is a strong level of
control on resignations and retention of key talent.
The Group is adapting the level of resources to the reprioritisation of
projects and processes simplification whilst leveraging as much as
possible the natural turnover and restructuring opportunities.
Main risk factors Main risk management measures
• Failure to recruit appropriate talent to maintain strategic
capabilities;
• Failure to retain key employees; and
• Failure to set up and secure a formal succession plan.
• Developing and supporting URW’s “employer brand” in particular, with an increased presence on
socialmedia;
• “Levelling”systemtobettersupportcareerevolution,andensurefair compensation for every role;
• Maintainingitshighlysuccessfulgraduateprogramme to attract high potential employees;
• Structured and comprehensivecompensationandbenefitspackages;
• Long-term incentiveprogramme to increaseretention and attractiveness;
• Engagement surveys to assess employee sentiment and suggestions for improvement;
• Ambitious people-oriented policies on well-being, diversity and inclusion, and a sustainable
work environment;
• Permanent learning and development opportunities (e.g. international mobility, cross-functional mobility);
• Global talent review process including systematic 360° feedback for all employees, using
thesame framework and same tools across the Group; and
• Extensive Global Succession Planning process, to identify potential successors for all
positionsreportingtoaMBmember,allpositionsreportingtoaCOO,allheadsof keyfunctions,
and other selected key positions.
For further information related to human resources, please refer to section 3.2.3.1 Own workforce of this 2025 Universal Registration Document.
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6.2.2.4 Category #4: Security, health and
safety risks
Operational resilience and major incident
URW welcomes over 900 million visitors globally across its assets,
placing a significant duty of care on the Group to ensure safety, security
and operational continuity. The Group’s properties are exposed to a
wide range of external threats, including terrorism, violent crime,
protest and strikes, which can be further amplified by the geopolitical
environment and asset location. The Westfield brand's visibility and the
iconic nature of certain assets increase the likelihood or risk of targeted
incidents.
Extreme weather events such as storms, flash floods, heatwaves, and
wildfires, are becoming more frequent and severe, with potential to
disrupt operations directly or through broader regional impacts. While
URW secures key insurance coverage for these risks, certain high-
impact events such as a severe and widespread extreme weather event
or earthquake (in California), could exceed insurance cover limits,
resulting in financial exposure.
Failure to effectively manage these risks via robust emergency
response and business continuity frameworks could lead to operational
disruption, reputational damage and adverse financial consequences,
which could be substantial.
Main risk factors Main risk management measures
• Failure to monitor and anticipate security risks and protect
URW’s assets from security incidents;
• Failure to adequately prepare and respond to crisis incidents;
• Failure to plan and prepare for a prolonged business
interruption in a URW asset; and
• Failure to implement processes that mitigate and manage the
impact of any natural disaster (earthquake, flooding, climate
change related significant natural events, and
uninsuredrisks).
• Dedicated Group organisation for security and crisis management (Group Security and Crisis
ManagementCommittee);
• Global security governance and guidelines (including development projects), security policies
and procedures implemented at all locations with appropriate physical security measures, video
surveillance systems and accesscontrol;
• Local security referents network to manage and standardise the Group’s practices in line with
local regulations;
• Annual security action plan programme to identify action plans and include operational
expenditure and CAPEX requirements in the 5-year business plan;
• Internal“deep-dive”securityauditsofflagshipcentres;
• Shopping centres conduct terrorist attack/active shooter crisis response exercises in
collaboration with law enforcement;
• Globalincidentnotification/escalationprocess;
• Global Crisis Management and Business Continuity Policies and framework including Crisis
Handbooks and Business Continuity Plans for all assets;
• Annual crisis training and exercise campaigns;
• Periodic assessment of European and US assets most exposed to natural disasters (coastal
flooding, flash floods, heatwaves, storms and earthquakes) to validate response plans;
• Emergency response plans for extreme weather events in place for all operational assets;
• Periodic review on prevention/protection plansand risk mitigations for the most exposed assets;
• Each centre in a natural catastrophe zone conducts emergency preparedness drills each year;
• Key insurance cover for major natural disasters and extreme weather events
(1)
; and
• Pandemic Response Plan.
Health and safety ("H&S")
As property owners, operators and developers, URW is responsible for
ensuring the safety and wellbeing of its guests, other members of the
public, tenants, contractors and employees. Health and safety risks
encompass a wide range of potential issues. For development projects,
risks are heightened due to active construction environments, where
the presence of heavy machinery, working at height, temporary
structures, and evolving site conditions can pose significant hazards.
For operating assets, risks may arise from ageing infrastructure, tenant
activities and maintenance works taking place in the public domain.
Poor H&S culture and a lack of a Group-wide H&S Management System
can lead to accidents, delays, project stoppages and regulatory non-
compliance resulting in serious injury or loss of life, negative brand
impact, increased insurance costs, enforcement actions by regulatory
bodies, financial penalties and compensation claims from employees or
other injured persons.
(1) For further details on insurance provisions and cover limits, please refer to section 6.3 Transferring Risk to Insurers
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Main risk factors Main risk management measures
• Failure to prevent and mitigate H&S incidents at all URW
locations; and
• Failure to comply with H&S laws,regulations and policies.
General
• URW H&S Statement which sets out the H&S policies, procedures and activities across the
Group; and
• Qualified external advisors with the required knowledge of the assets & local regulations
(affecting retail and developments).
For retail assets
• Annual third-party audit conducted on assets to verify regulatory compliance with health and
safety laws and regulations;
• Formal monthly verification that contractor’s health and safety procedures are appropriate and
that their staff have the proper licenses, equipment & training;
• Maintenance and inspection conducted by third-party contractors of all relevant equipment
subject to regulation; and
• Fire safety systems are routinely inspected as required by local fire regulations.
For Development projects
• Involvement of the Group Director of Construction from project inception;
• Site health and safety inspections are carried out by specialists appointed by URW;
• Competent appointment of designers and contractors; and
• Adherence to URW obligations and local/regional laws and regulations included directly in contract
agreements with contractors.
For further information related to H&S risks and action plan for assets (standing and construction), please refer to section 3.2 Sustainability section
of this 2025 Universal Registration Document.
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6.2.2.5 Category #5: Legal and
regulatory risks
Regulatory and compliance
Legislative changes could impact the legal framework within which the
Group operates, particularly regarding commercial leases, and could
have an adverse effect on its financial position, its revenues, and
investor appetite. URW operates in highly regulated and litigious
countries. Moreover, operations are also required to comply with a
myriad of laws and regulations related to the Group's activities in areas
such as leasing asset and property management, and construction.
These laws and regulations include, but are not limited to, personal data
privacy, licensing and permits, health and safety, sustainability,
artificial intelligence, anti-bribery and corruption, money laundering,
and financial and securities markets. As such, the risk of failing to
detect, anticipate, challenge, implement and comply with new and
evolving laws and regulations may result in legal/regulatory breach,
regulatory investigation, negative reputational impact and/or liabilities
resulting in fines and penalties, damages, the loss of licences, and/or
any potential legal action, including class actions.
Main risk factors Main risk management measures
• Non-compliance with laws and regulations at governmental,
federal, state, province, local country or sector level.
• Deployment of the Group’s Legal Policy, a set of internal procedures and standard forms to
state, province, local country or sector level, secure contractual frame, reduce litigation
exposure to protect Group interests and ensure compliance with applicable regulations;
• Legal department organisation around (i) 3 geographical platforms (Continental Europe, UK,
US), and (ii) Group Legal Support (corporate and security law, data and brand protection);
• Comprehensive legal training on complex ornew regulationsto raise awareness anddevelop
learning curve from pending litigation;
• External advisors and law firms provide constant updates on both emerging legislation and
recent case law on specific matters; and
• Group in-house lawyers are specialists in jurisdictions in which the Group operates and set the
network of external counsel and experts as required.
• Inability to detect and anticipate new laws and regulations
(including changes or evolutions) with (potential) impact on
retail sector and/or the Group.
• Group/local public affairs strategy with stakeholder mapping and interaction with public
authorities and sector professional organisations;
• Public Affairs watch by specialist consultancies and legal watchfrom law firms and client alerts;
• GroupworkshopsonGroup/localmappingledbyLegalandPublicAffairsdepartments;
• Active participation in European and National Counsels (EPRA, AFEP) to detect regulations; and
• Definition of Group/local priorities, timelines and institutional calendars to develop and
coordinate strategy.
• Failure to prevent or mitigate material negative impact of any
regulatory investigations and/or litigation: in the normal
course of URW’s business activities, the Group could be
subject to legal, administrative, arbitral and/or regulatory
proceedings.
• Internal alertprocess toinform the GroupGeneral Counsel,recurring reporting on (potential)
material litigations and escalation process for litigation strategy;
• Claimsmanagementlegal supportformajor developmentprojects;
• Set of preventive internal programmes to comply with the main applicable regulations and
effectiveness review on a recurring basis; and
• “Dawnraid”policyforanyunexpectedon-siteinvestigation.
• As a publicly traded global company, URW is required to
comply with various stock market/exchange regulations and
requirements with respect to full and proper disclosure and
transparency to provide clear, real and objective information.
• The Market Abuse Regulation related to insider trading is detailed in the URW Insider Trading
Rules procedure, setting out common principles applying to the qualification of inside
information, the disclosure of such information, trading bans during pre-defined periods of time
and disclosure requirements for designated persons; and
• AGroupDisclosureCommitteeisresponsibleforqualifyinginsideinformation,ifany.
• In the course of its activities, URW collects and processes
diverse personal data from customers, employees, business
partners and service providers. Failure to protect this personal
data could resultin finesandpenalties, aswellas negatively
impacting URW’s reputation.
• The Group has developed and updated a robust and effective Data Privacy Protection
programme to comply with GDPR (EU) and regulations that are enacted in countries where the
Group operates, in particular in the UK and in the US;
• Appointment of a Group Data Protection Officer and a network of local Data Privacy Officers in
some major countries or Local Data Protection Correspondents where the Group is present who
meet every 2 months in a dedicated committee to share best market practices and monitor
Group initiativesandprojects;
• Organisational and technical processes: retention period policy, data breach notification process,
and update of the employee privacy policy. IT Security department included in the framework;
• Group-wide e-learning training on GDPR and California Consumer Privacy Act for each employee
and specific trainings for businesspopulation(marketing, IT, HR); and
• Signed data processingagreements with any providers processing personal data on behalf of
URW;and
• Processesandregisters related to GDPR regulations.
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Main risk factors Main risk management measures
• Non-compliance with international/national anti-corruption
and influence peddling regulations:
- As aglobal company, URW mustcomply with thehighest
standards and anti-corruption regulations, such as the
French Sapin II Law, the Foreign Corrupt Practices Act
(US)ortheUKBriberyAct(UK);
- Non-compliance with international/national anti-money
launderinglaws;and
- Failure to comply with anti-corruption, influence peddling
and anti-money laundering requirements may lead to:
material reputational damage; financial, administrative or
disciplinary sanctions; and may have a negative impact on
investors’ trust.
• A rigorous “zero tolerance” principle based on an effective ACP applicable in all entities
controlled by the Group
(1)
(based on the 8 pillars of the French Sapin II Law). In addition, the ACP
incorporates provisions of international conventions and national laws and regulations
applicable to the Group’s business activities;
• An alert system (whistleblowing) supported by an external anonymous and confidential
reporting channel is in place and available for employees and third parties;
• Interactions with business partners are subject to pre-approval of the URW “Know Your Partner”
procedure to evaluate third parties’ exposure to the corruption, sanctions and influence
peddling risks; Local Compliance Correspondents support the coordination of the ACP and
manage processes and procedures in each region; and
• Dedicated anti-corruption classroom training for most exposed departments and an e-learning
module mandatory for all URW staff describing the general principles related to business ethics
and the prevention of corruption, bribery and influence peddling.
6.3 Transferring risk to insurers
The Group is covered by insurance programmes, which are
underwritten by leading insurance companies located in various
markets (Europe, the US and the UK notably).
These programmes are actively monitored by the Group Insurance
department in liaison with local teams and insurance brokers.
Under the property damage and terrorism programmes, the Group’s
property assets are insured for their reconstruction value, as well as for
business interruption and loss of rent, within the overall policy limit and
subject to sublimitations of coverage for natural catastrophe risks due
to limited insurance market capacities (see the table below for more
details). All assets are regularly assessed by internal or external
property insurance valuers.
In accordance with insurance market practices, the property damage
insurance programme requires material damages to trigger a coverage
of financial loss or business interruption.
Under the insurance programme, French, Spanish and UK assets are
insured against terrorism risks according to national insurance
mechanisms (Gareat in France, Consorcio de Compensación de Seguros
in Spain and Pool Re in the UK). Assets located in other countries are
insured against terrorism under a dedicated programme that includes a
limit per claim based on the asset that has the highest insured value
with respect to rebuilding cost.
The Group has also taken out general liability insurance policies that
cover financial damages resulting from third-party claims.
(1) Except for Viparis, which implemented a tailored ACP in compliance with the Sapin II Law provisions.
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Type of insurance Coverage and main limits based on 2025 Group insurance programmes
Property damage and loss of rent/business interruption and
terrorism.
Coverage:“all-risks”basis(subjecttonamedexclusions)andterrorism.
Basisofcompensation:
• Reconstruction costsforbuilding;
• Replacement costforequipment;and
• Loss of rent or business interruption with a compensation period of between 12 and 60 months,
depending on the asset.
Limitsofcompensation:
• ContinentalEurope:
- Earthquake:limitof€100Mnpercountryintheannualaggregate;
- Flood: limit of €100Mn per country in the annual aggregate,sub-limited to €80 Mn in the
annual aggregate for Germany and sub-limited to €30 Mn for The Netherlands (dike failure is
excluded, which is market practice);
- These sub-limits above do not apply for assets located in countries where compulsory
national insurance mechanisms exist: Régime catastrophes naturelles in France and
Consorcio de Compensación deSegurosinSpain;and
- Terrorism: limit of €900 Mn per occurrence covering material damages and loss of rent/
business interruption followinga terrorist attack, except French and Spanish assets which are
insured for their full values according to Gareat in France and Consorcio de Compensación de
Seguros in Spain.
• TheUK:limitsarebasedonthedeclaredvaluesperoccurrencecoveringall material damages
and loss of rent/business interruption, including losses following terrorism events which are
covered by Pool Re. The programme includes sub-limits.
• The US: limit of $1 Bn per occurrence covering all material damages and loss of rent/business
interruption including terrorism events. The programme includes sub-limits notably for natural
catastropherisks:
- Earthquake: the overall programme sub-limit for earthquakes is $500 Mn per occurrence and
annual aggregate subject to additional inner sub-limits of:
• $400 Mn for California earthquakes: this limit applies to all locations in California.
Aretentionperlocationof5%oftotalinsuredvalueswouldbe applicable; and
• $250 Mn for Pacific Northwest earthquakes: this limit applies to SouthCenter in Tukwila,
Washington. Aretention per location of3% of total insured values would be applicable;
- Windstorm/hurricane: limit of $1 Bn in the annual aggregate with a sub-limit of $535 Mn in the
aggregate with respect to convective storms. A deductible of $50,000 per occurrence would
be applicable, except in “high hazard zones” where the deductible is 5% of the insured values;
- Wildfire: limit of $1 Bn in the annual aggregate. A deductible of $50,000 per occurrence
would be applicable;and
- Flood: sub-limit of $500 Mn in the aggregate sub-limited to $100 Mnin the aggregate for
high-hazard flood zone. A $500,000 deductible per occurrence for properties indesignated
flood zones wouldbeapplicable.
In the US in particular, the combination of the concentration of many assets in the same area with a
high exposure to natural catastrophe risks and the limited capacity available from insurers to
cover these risks exposes URW SE and its controlled subsidiaries to retain a significant share of
these risks as uninsured.
General civil liability.
Coverage: “all-risks” basis (subject to named exclusions) for damage caused to third parties. The
programme includes sub-limits, for example to cover liability claims following a terrorist attack.
General environmental liability. Coverage for damage caused to third parties by accidental or gradual pollution.
Main construction projects and renovation works on properties are
covered by contractors’ “all-risks” policies for their total construction
cost. Defects affecting the works are covered either by Inherent Defects
Insurance (Dommages-Ouvrage in France) or by contractors’
warranties.
The Group did not incur any major uninsured losses in 2025 on standing
assets.
At the end of 2025, the Group’s insurance programme was successfully
renegotiated covering the Group portfolio with placement in the
European, UK and US insurance markets mainly with effect from
January 1, 2026.
12345 78CHAPTER 6
6.3 Transferring risk to insurers
Risk factors and internal control
Universal Registration Document 2025 | UNIBAIL-RODAMCO-WESTFIELD
CHAPTER7
INFORMATION
ON THE COMPANY,
SHAREHOLDING AND
THE SHARE CAPITAL
7.1 Information on the Company 475
7.2 Share capital and other securities granting
access to the share capital
475
7.2.1 Share capital – form of shares 475
7.2.2 Securities granting access to the share capital 475
7.2.3 Changes in the Company’s share capital during the past 5 years 476
7.3 Share buy-back programme 477
7.3.1 Authorisation to buy back shares 477
7.3.2 Review of the use of the authorisation to redeem shares and information
on the transactions carried out during the financial year
ending December 31, 2025
477
7.3.3 Situation as at December 31, 2025 477
7.4 Information on the shareholding 478
7.4.1 Ownership of share capital and voting rights 478
7.4.2 Information regarding ownership threshold disclosures since
January 1, 2025
479
7.4.3 Shareholders holding a number of shares or voting rights representing 5%
or more of the total number of shares or voting rights
480
7.4.4 Shareholders’ agreement 480
7.4.5 Pledges 480
7.5 Financial authorisations 481
7.6 Articles of Association of the Company
and Charters
483
7.6.1 Corporate object (Article 2 of the Articles of Association) 483
7.6.2 Stapled share principle (Article 6 of the Articles of Association) 483
7.6.3 SIIC regime 483
7.6.4 Statutory obligations pertaining to changes in the Company’s share capital
and categories of share rights
484
7.6.5 Corporate governance structure (Articles 10 to 16 of the Articles
of Association)
484
7.6.6 General meetings (Articles 18 and 19 of the Articles of Association) 486
7.6.7 Requirements pertaining to the distribution of profits (Article 21 of the
Articles of Association)
486
7.6.8 Statutory shareholder threshold and obligation to register shares
(Articles 9 and 9 bis of the Articles of Association)
486
7.7 Investment by the Company outside the
UnibailRodamcoWestfield Group
487
7.8 Elements likely to have an impact in the event
of a takeover bid
487
7.
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7.1 Information on the Company
Corporate name: Unibail-Rodamco-Westfield SE (acronym: “URW SE”).
Date of incorporation and duration: July 23, 1968, for a period of
99years, i.e. up to July 22, 2067.
Registered office: 7, place du Chancelier Adenauer, 75016 Paris , France
Telephone number: +33 (0)1 53 43 74 37
Legal form:
• Originally constituted as a public limited company with a Board of
Directors, the Company was converted on May 21, 2007, into a public
limited company with a Management Board (“MB”) and Supervisory
Board (“SB”);
• Since May 14, 2009, it has been a European company (Societas
Europea) with a MB and SB governed by the provisions of
European Council Regulation no. 2157/2001/EC of October 8,
2001, applicable to European companies and by the laws and
regulations in force in France.
Paris Trade and companies register number: 682 024 096.
Legal Entity Identifier (“LEI”): 969500SHQITWXSIS7N89.
Financial year: from January 1 to December 31.
Website: www.urw.com.
The content of the website is not an integral part of this Universal
Registration Document, of any prospectuses or of any documents which
refer to it unless certain information has been expressly included for
reference purposes.
7.2 Share capital and other
securities granting access to
the share capital
7.2.1 Share capital – form of shares
As at December 31, 2025, the Company’s share capital is €716,791,110,
divided into 143,358,222 fully paid-up ordinary shares with a par value
of €5 each. Company shares may be registered or bearer shares at the
shareholder’s discretion, subject to the requirements set out in Article 9
of the Articles of Association.
• Stapled Shares
In June 2018, the shares of the Company were stapled with the class A
shares of Unibail-Rodamco-Westfield N.V. (hereinafter together, the
“Stapled Shares”), a public limited liability company (“naamloze
vennootschap”) incorporated under the laws of The Netherlands, with
its registered office located in Schiphol and registered with the Dutch
commercial register under number 70898618.
For more information about the Stapled Shares, please refer to Article 6
of the Articles of Association of the Company or section 7.6.2.
An amendment to the Company’s Articles of Association in order to
terminate the Stapled Share Principle will be submitted to the 2026
AGM for shareholders’ approval (please refer to the “Proposed
streamlining of URW's legal structure through an internal
reorganisation” presentation posted on the Company’s website on
February 12, 2026).
• CDIs (CHESS DEPOSITARY INTERESTS)
The term “CDI” designates Australian CHESS (Clearing House Electronic
Subregister System) depositary interests that represent the beneficial
ownership in Stapled Shares registered in the name of or on behalf of
CHESS Depositary Nominees Pty Limited (CDN), a subsidiary of the
Australian Securities Exchange (“ASX”). CDIs were admitted to trading on
the official list of ASX on May 30, 2018, with 20 CDIs collectively
representing a beneficial ownership interest in 1 Stapled Share.
Following the announcement of its voluntary delisting from the ASX on
June 26, 2025, URW CDIs ceased to be traded on the ASX on August 25,
2025, and the URW delisting from the ASX took place on August 27,
2025. CDN has revoked the trust under which it held the URW shares
underlying the CDIs on September 1, 2025, meaning that the CDI
programme is terminated since that date. A Voluntary Sale Facility,
then a Compulsory Sale Facility were implemented, which ended on
November 11, 2025.
7.2.2 Securities granting access to
the share capital
Securities granting access to the share capital of the Company are
describedbelow.
7.2.2.1 Performance Shares,
Retention Shares, Performance
Stock Options and Retention
Stock Options
The long-term incentive plan (“LTIP”) of the Company combines several
elements in Stapled Shares
(1)
: Share-based plans, that may have
performance conditions (Performance Shares (“PS”)) or not (Retention
Shares (“RS”)), and Stock-Options plans, that may have performance
conditions (Performance Stock-Options (“SO”)) or not (Retention Stock-
Options (“RSO”)).
As at December 31, 2025, the maximum number of potential Stapled
Shares to be theoretically issued after taking into account cancellations
(assuming the required performance and/or presence conditions are
attained and excluding any cancellations that may occur during the
course of the plan) represents, on a fully diluted basis, 0.86% of the
share capital with regard to the PS, 0.22% of the share capital with
regard to the RS and 2.23% of the share capital with regard to the SO.
7.2.2.2 Other securities granting access
to the share capital
None.
(1) An amendment to the Company’s Articles of Association in order to terminate the Stapled Share Principle will be submitted to the 2026 AGM for shareholders’ approval
(please refer to the “Proposed streamlining of URW's legal structure through an internal reorganisation” presentation posted on the Company’s website on February 12, 2026).
Thus following the implementation of the destapling, the LTIP beneficiaries will hold shares in the Company only.
123456 8CHAPTER 7
7.1 Information on the Company
Information on the Company, shareholding and the share capital
7.
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7.2.3 Changes in the Company’s share capital during the past 5 years
Since January 1, 2021, the Company’s share capital has changed as follows:
Date Movements in the share capital Number of shares issued Number of shares Total share capital
2021
31/03/2021 Creation of PS (LTIP 2017& 2018) 23,990 138,496,375 €692,481,875
24/06/2021 Creation of PS (LTIP SI 2018) 23,986 138,520,361 €692,601,805
24/06/2021 Increase in share capital reserved foremployees 74,055 138,594,416 €692,972,080
2022
07/03/2022 Creation of PS (LTIP 2018) 9,410 138,603,826 €693,019,130
21/03/2022 Creation of PS (LTIP 2019) 50,092 138,653,918 €693,269,590
29/04/2022 Increase in share capital reserved foremployees 105,741 138,759,659 €693,798,295
25/05/2022 Creation of PS (LTIP SI 2019) 7,429 138,767,088 €693,835,440
2023
22/03/2023 Creation of PS (LTIP 2020) 143,311 138,910,399 €694,551,995
22/03/2023 Creation of PS (LTIP 2021) 1,698 138,912,097 €694,560,485
04/05/2023 Increase in share capital reserved foremployees 128,408 139,040,505 €695,202,525
13/09/2023 Creation of PS (LTIP SI 2022 & 2023) 886 139,041,391 €695,206,955
2024
30/04/2024 Increase in share capital reserved foremployees 108,496 139,149,887 €695,749,435
20/05/2024 Creation of PS (LTIP 2021) 166,510 139,316,397 €696,581,985
31/05/2024 Exercise of SO (SO Plan 2021) 39,758 139,356,155 €696,780,775
30/06/2024 Exercise of SO (SO Plan 2021) 7,949 139,364,104 €696,820,520
31/10/2024 Exercises of SO (SO Plan 2021) 7,324 139,371,428 €696,857,140
04/12/2024 Increase in share capital by issuance of new shares 3,254,000 142,625,428 €713,127,140
31/12/2024 Exercise of SO (SO Plan 2021) 4,119 142,629,547 €713,147,735
2025
10/03/2025 Exercise of SO (SO Plans 2021 &2022) 16,016 142,645,563 €713,227,815
10/03/2025 Creation of PS (LTIP 2022) 378,079 143,023,642 €715,118,210
05/05/2025 Exercise of SO (SO Plans 2021 &2022) 23,032 143,046,674 €715,233,370
06/05/2025 Creation of PS (LTIP 2022) 18,995 143,065,669 €715,328,345
06/05/2025 Increase in share capital reserved foremployees 122,785 143,188,454 €715,942,270
10/06/2025 Exercise of SO (SO Plans 2021 &2022) 55,959 143,244,413 €716,222,065
10/06/2025 Creation of PS (LTIP 2023 & 2024) 314 143,244,727 €716,223,635
28/11/2025 Creation of PS (LTIP 2022) 3,750 143,325,637 €716,628,185
28/11/2025 Exercise of SO (SO Plans 2020, 2021, 2022, 2023 & 2024) 85,623 143,334,100 €716,670,500
31/12/2025 Exercise of SO (SO Plans 2020, 2021 &2022) 24,122 143,358,222 €716,791,110
Note: increases in the share capital associated with the exercise of SO and creation of PS are stated by a statement of the Chief Resources and Sustainability Officer, upon
delegation of the MB.
7.2 Share capital and other securities granting access to the share capital
Information on the Company, shareholding and the share capital
7.
477
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7.3 Share buy-back programme
7.3.1 Authorisation to buy back shares
The Combined General Meeting of April 29, 2025 (twentieth resolution),
pursuant to articles L. 22-10-62 and seq. and L. 225-210 and seq. of
the French Commercial Code and in compliance with Regulation
no.596/2014 of the European Parliament and of the European Council
of April 16, 2014, on market abuses, authorised the Management Board,
for a period of 18 months, to buy back Company shares, in one or several
transactions, up to the legal limit of 10% of the shares comprising the
share capital as at the date of such purchases, adjusted for any change
in the share capital during the authorisation period, with the aim of:
(i) cancelling all or part of the Company shares thus purchased, under
the conditions provided by article L. 22-10-62 of the French
Commercial Code and subject to a general meeting’s authorisation
in force to reduce the share capital;
(ii) holding Company shares that can be allotted to its executive
officers and employees and to its affiliated companies under the
terms and conditions provided by law, in particular in the context of
stock option plans, free grants of shares, shareholding plans or
company savings plans or inter-company (or similar plan) in
respect of profit-sharing and/or any other forms of granting shares
to employees and/or executive officers of the Group;
(iii) holding shares of the Company to allot them upon the exercise of
rights attached to negotiable securities giving access to the share
capital by way of redemption, conversion, exchange, presentation
of a warrant, or in any other manner;
(iv) stimulating the market or the liquidity of the shares of the Company
through an investment intermediary in the context of a liquidity
contract; and
(v) implementing any new market practice which might be approved
by the French Financial Markets Authority (“AMF”) and, more
generally, carrying out any transaction permitted under the
regulations in force.
The maximum share buy-back purchase price is fixed at €110 per
Stapled Share, excluding costs, based on a par value of €5 per share.
The total cost of the share buy-back programme cannot exceed €1.5 Bn.
This authorisation cannot be used by the Management Board during the
period of a public offer.
General Meeting of May 6, 2026
At the General Meeting to be held on May 6, 2026, the MB will propose
that the shareholders renew this authorisation for a period of 18 months
with the same objectives. The proposed authorisation would allow a
maximum share buyback purchase price of €125 per share, excluding
costs, based on a par value of €5 per share. The total cost of the share
buy-back programme must not exceed €1.7 Bn based on the share
capital as at December 31, 2025 (i.e. 143,358,222 shares).
This new authorisation, subject to approval at the General Meeting to be
held on May 6, 2026, would replace and supersede the authorisation
granted on April 29, 2025. This authorisation should not be used by the
MB during the period of a public offer.
7.3.2 Review of the use of the
authorisation to redeem shares and
information on the transactions
carried out during the financial year
ending December 31, 2025
During the 2025 financial year, the Company did not proceed with the
acquisition of its own shares.
7.3.3 Situation as at December 31, 2025
As at December 31, 2025, the Company holds no treasury shares.
123456 8CHAPTER 7
7.3 Share buy-back programme
Information on the Company, shareholding and the share capital
7.
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7.4 Information on the shareholding
7.4.1 Ownership of share capital and voting rights
As at December 31, 2025, the Company’s share capital comprises 143,358,222 fully paid-up ordinary shares with a par value of €5 each. 1 single
voting right is attached to each share in accordance with the “one share, one vote” principle.
The following table shows, to the Company’s knowledge, the variations in the shareholding structure during the last 3 financial years:
Shareholder
2023 Financial year 2024 Financial year
2025 Financial year
Number of
shares
% of share
capital
% of voting
rights
Number of
shares
% of share
capital
% of voting
rights
Number of
shares
% of share
capital
% of voting
rights
Companies controlled by
the Niel Family Group
(1)
20,286,422 14.59 14.59 21,666,482 15.19 15.19 21,666,484 15.11 15.11
Executive officers
(2)
127,011 0.09 0.09 169,053 0.12 0.12 234,305 0.16 0.16
Company Savings Plan
(3)
598,985 0.43 0.43 699,190 0.49 0.49 693,894 0.48 0.48
Other shareholders 118,028,973 84.89 84.89 120,094,822 84.21 84.21 120,763,539 84.24 84.24
Total
139,041,391 100.00 100.00 142,629,547 100.00 100.00 143,358,222 100.00 100.00
Figures may not add up due to rounding.
(1) The Niel Family Group, which is composed of Mr Xavier Niel and his children, holds 100% of NJJ Holding, which in turn controls Rock Investment. The number of shares held
by the Niel Family Group does not take into account shares or voting rights held by assimilation under the meaning and in accordance with French law.
(2) Executive officers endorse the 5 members of the MB. The amount does not take into account the units in the Company Savings Plan held by them.
(3) Including units in the Company Savings Plan held by the MB members.
Since December 31, 2025, there has not been any significant change in the share capital.
7.4 Information on the shareholding
Information on the Company, shareholding and the share capital
7.
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7.4.2 Information regarding ownership threshold disclosures since January 1, 2025
Legal threshold disclosures notified prior to January 1, 2025, can be found on the AMF website, and threshold disclosures notified to the Company are
available at the registered office of the Company.
As at February 28, 2026, based on both legal and statutory threshold crossings (i.e. any fraction equal to or greater than 2% (or any multiple thereof)
of the total number of shares or voting rights of the Company, in accordance with article 9 bis of the Articles of Association) disclosed to the Company
and/or the AMF by the shareholders, the positions received since January 1, 2025, are the following:
Shareholder
Date of crossing Date of notification Crossing
Number of shares*
% of share
capital
(1)
Number of voting
rights*
% of voting
rights
(1)
Société Générale
18/02/2025 24/02/2025 Decrease
14,121,715 9.90 14,121,715 9.90
Société Générale
20/02/2025 24/02/2025 Increase
15,931,926 11.17 15,931,926 11.17
Caisse des Dépôts et Consignations
10/03/2025 12/03/2025 Increase
2,998,233 2.10 2,998,233 2.10
Groupe BPCE
14/04/2025 18/04/2025 Increase
11,599,412 8.11 11,599,412 8.11
Caisse des Dépôts et Consignations
16/04/2025 22/04/2025 Decrease
2,353,513 1.64 2,353,513 1.64
Groupe BPCE
30/04/2025 07/05/2025 Decrease
2,717,771 1.90 2,717,771 1.90
Resolution Capital 04/06/2025 16/06/2025 Decrease 3,048,143 2.13 3,048,143 2.13
Société Générale
26/06/2025 01/07/2025 Decrease
13,269,754 9.26 13,269,754 9.26
Société Générale
27/06/2025 01/07/2025 Increase
18,679,411 13.04 18,679,411 13.04
Caisse des Dépôts et Consignations
26/06/2025 03/07/2025 Increase
2,982,676 2.08 2,982,676 2.08
BlackRock
26/08/2025 27/08/2025 Increase
11,474,947 8.01 11,474,947 8.01
BlackRock
28/08/2025 03/09/2025 Decrease
11,443,732 7.99 11,443,732 7.99
Resolution Capital
19/12/2025 23/12/2025 Decrease
2,449,815 1.71 2,449,815 1.71
Caisse des Dépôts et Consignations
23/12/2025 24/12/2025 Decrease
2,853,716 1.99 2,853,716 1.99
Société Générale 31/12/2025 14/01/2026 Decrease 17,194,026 11.99 17,194,026 11.99
Société Générale 09/01/2026 14/01/2026 Increase 17,220,831 12.01 17,220,831 12.01
BlackRock 16/01/2026 19/01/2026 Increase 11,482,153 8.01 11,482,153 8.01
Resolution Capital 04/02/2026 06/02/2026 Increase 2,909,573 2.03 2,909,573 2.03
Groupe BPCE 19/02/2026 25/02/2026 Increase 7,398,701 5.15 7,398,701 5.15
Rock Investment 27/02/2026 27/02/2026 Increase 39,396,326 27.48 39,396,326 27.48
Société Générale 27/02/2026 11/03/2026 Decease 17,155,869 11.97 17,155,869 11.97
Société Générale
02/03/2026 11/03/2026 Increase 17,207,927 12.01 17,207,927 12.01
*and other assimilated instruments referred to under Article L. 233-9 of the French Code de commerce.
(1)Percentage of share capital and voting rights (theoretical) as at the respective date of each threshold crossing declaration.
123456 8CHAPTER 7
7.4 Information on the shareholding
Information on the Company, shareholding and the share capital
7.
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7.4.3 Shareholders holding a number of shares or voting rights representing 5%
or more of the total number of shares or voting rights
To the Company’s knowledge, the shareholders holding a number of shares or voting rights representing 5% or more of the total number of shares or
voting rights of the Company (including financial instruments) are the following:
Number of
voting rights
Shareholder Number of shares
% of share capital % of voting rights
Rock Investment
(1)
26,666,482 18.60
(3)
26,666,482 18.60
BlackRock 11,482,153 8.01 11,482,153 8.01
Société Générale
(2)
4,519,984 3.15
(3)
4,519,984 3.15
(1) Per the declaration dated February 27, 2026: 26,666,482 shares actually held (i.e. 18.60% of the share capital and voting rights) and 12,729,844 shares held by assimilation (i.e.
8.88% of the share capital and voting rights) + 2 shares held respectively by Mr Xavier Niel and Mr Jules Niel.
(2) Per the declaration dated January 14, 2026: 4,519,984 shares actually held (i.e. 3.15% of the share capital and voting rights) and 12,700,847 shares held by assimilation (i.e.
8.85% of the share capital and voting rights).
(3) Excluding shares or voting rights held by assimilation under the meaning and in accordance with French law.
7.4.4 Shareholders’ agreement
To the Company’s knowledge, there is no shareholders’ agreement, nor any person or group of persons exercising or capable of exercising control
over the Company.
7.4.5 Pledges
To the Company's knowledge, there is no pledge affecting a significant part of its share capital.
7.4 Information on the shareholding
Information on the Company, shareholding and the share capital
7.
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7.5 Financial authorisations
Pursuant to Article L. 225-37-4 of the French Commercial Code as referenced in Article L. 255-68, the following table summarises the use, between
January 1, 2025, and December 31, 2025, of the authorisations currently in force granted by the General Meeting to increase the share capital.
Type of authorisation
(1)
Date of General
Meeting and
resolution
Expiry date
of the
authorisation
Maximum amount/
Specific sub-limit
(3)
Beneficiaries Issue terms and conditions
Amounts
used
(4)
Outstanding
authorisation as at
December 31, 2025
Capital increase by the
issuance of ordinary
shares or of any
negotiable securities
with PSR
(2)
29/04/2025
resolution no. 22
(period of validity:
26 months)
29/06/2027 €100 Mn (nominal
value) in ordinary shares
and/or securities giving
access to the share
capital + €3 Bn
(nominal value) in debt
instruments within the
global limit
Shareholders Authorisation to the MB
to determine the amount
and conditions
0 Entire
authorisation
Capital increase by the
issuance of ordinary
shares or of any
negotiable securities
with the cancellation of
PSR
(2)
by way of a public
offer referred to in 1° of
Article L.411-2 of the
French Commercial
Code
29/04/2025
resolution no. 23
(period of validity:
26 months)
29/06/2027 €71 Mn (nominal value)
in ordinary shares
and/or securities giving
access to the share
capital + €3 Bn
(nominal value) in debt
instruments within (i)
the specific sub-limit
applicable to capital
increases without PSR
(2)
and (ii) the global limit
Shareholders
and/or third
parties
Authorisation to the MB
to determine the amount
and conditions;
cancellation of the PSR
(2)
0 Entire
authorisation
Capital increase with
the cancellation of
PSR
(2)
in favor of one or
more specifically
designated persons
29/04/2025
resolution no. 24
(period of validity:
18 months)
29/10/2026 €71 Mn (nominal value)
in ordinary shares
and/or securities
granting access to the
share capital + €3 Bn
(nominal value) in debt
instruments within (i)
the specific sub-limit
applicable to capital
increases without PSR
(2)
and (ii) the global limit
Specifically
designated
persons
Delegation to the MB to
designate the person(s)
to whom the issuance
is reserved and to
determine the amount
and terms thereof, with
the cancellation of PSR
(2)
10% maximum discount
to the reference price of
the issued shares
O Entire
authorisation
Increase of the number
of shares or securities
to be issued in case of
an increase in the share
capital with or without
PSR
(2)
pursuant to the
resolutions 22 to 24
29/04/2025
resolution no. 25
(period of validity:
26 months)
29/06/2027 Maximum threshold
of15% of the initial
issuance and within
thelimits determined
inrespect of the initial
issuance
(3)
Subscribers to
the issuance
Authorisation to the MB
to increase the number
of shares and/or
negotiable securities
giving access to the
share capital to be
issued at the same
terms and conditions as
the initial issuance
0 Entire
authorisation
(1) For more details, please refer to the resolutions themselves.
(2) Pre-emptive subscription rights.
(3) Global limit for capital increases provided for under resolutions 22 to 27 of the General Meeting held on April 29, 2025: €100 Mn for equity securities and €3 Bn for debt
instruments. Specific sub-limit for capital increases without PSR: €71 Mn for shares and €3 Bn for debt instruments.
(4) Number of shares, PS, RS or SO issued/subscribed or granted.
123456 8CHAPTER 7
7.5 Financial authorisations
Information on the Company, shareholding and the share capital
7.
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Type of authorisation
(1)
Date of General
Meeting and
resolution
Expiry date
of the
authorisation
Maximum amount/
Specific sub-limit
(3)
Beneficiaries Issue terms and conditions
Amounts
used
(4)
Outstanding
authorisation as at
December 31, 2025
Capital increase with
cancellation of the
PSR
(2)
through the
issuance of ordinary
shares, or any
negotiable securities
asconsideration for
contributions in kind
29/04/2025
resolution no. 26
(period of validity:
26 months)
29/06/2027 10% of the authorised
share capital as at the
issuance date, and
within (i) the specific
sub-limit applicable to
capital increases
without PSR
(2)
and (ii)
theglobal limit
Subscribers
tothe issue
Authorisation to the MB
to determine the amount
and conditions;
cancellation of the PSR
(2)
0 Entire
authorisation
Capital increase
reserved for
participants of
Companies or Group
Savings Plans with
cancellation of
thePSR
(2)
30/04/2024
resolution no. 26
(period of validity:
18 months)
30/10/2025 Maximum nominal value
of €2.0 Mn within (i) the
specific sub-limit
applicable to capital
increases without PSR
(2)
and (ii) the global limit
Participants in
the Company
or Group
Savings Plan
Authorisation to the MB
to determine the terms
Average share price over
previous 20 trading days
and discount within
legal limits
122,785 Superseded by
authorisation
approved by the
General Meeting of
April 29, 2025
29/04/2025
resolution no. 27
(period of validity:
18 months)
29/10/2026 0 Entire
authorisation
Capital increase
reserved for managers
and employees –
SOplan
11/05/2022
resolution no. 22
(period of validity:
38 months)
11/07/2025 2% of the total
dilutedcapital over
theauthorisation
validityperiod
Employees
andcorporate
officers of
theGroup
Authorisation to the MB
to determine the terms
Performance and
presence conditions are
mandatory
No discount applied
602,712
(6)
Superseded by
authorisation
approved by the
General Meeting of
April 29, 2025
29/04/2025
resolution no. 28
(period of validity:
38 months)
29/06/2028 Authorisation to the MB
to determine the terms
Performance and/or
presence conditions are
mandatory
No discount applied
0 Entire
authorisation
Capital increase
reserved for corporate
officersand employees
– freeshares plan
(5)
(PSandRS)
11/05/2022
resolution no. 23
(period of validity:
38 months)
11/07/2025 1.8% of the total
dilutedcapital over
theauthorisation
validityperiod
Employees
andcorporate
officers of the
Group
Authorisation to the MB
to determine the terms
Performance and/or
presence conditions are
mandatory
602,712
(7)
Superseded by
authorisation
approved by the
General Meeting of
April 29, 2025
29/04/2025
resolution no. 29
(period of validity:
38 months)
29/06/2028 0 Entire
authorisation
(1) For more details, please refer to the resolutions themselves.
(2) Pre-emptive subscription rights.
(3) Global limit for capital increases provided for under resolutions 22 to 27 of the General Meeting held on April 29, 2025: €100 Mn for equity securities and €3 Bn for debt
instruments. Specific sub-limit for capital increases without PSR: €71 Mn for shares and €3 Bn for debt instruments.
(4) Number of shares, PS, RS or SO issued/subscribed or granted.
(5) The General Meeting of April 29, 2025, authorises the MB to grant SO not subject to performance conditions.
(6) Representing 633,147 SO after adjustment.
(7) Representing 633,147 PS and RS after adjustment.
7.5 Financial authorisations
Information on the Company, shareholding and the share capital
7.
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7.6 Articles of Association of the
Company and Charters
The main statutory provisions are set out below. Furthermore, the MB,
the SB, the Audit Committee and the Governance, Nomination and
Remuneration Committee each have their own Charter. The Articles of
Association and the Charters of these Committees are available on the
Company’s website (www.urw.com) and at its registered office.
As of the date of the filing of this Universal Registration Document, the
Articles of Association were last updated on March 13, 2026.
An amendment to the Company’s Articles of Association in order to
terminate the Stapled Share Principle will be submitted to the 2026
AGM for shareholders’ approval subject to the Merger (i.e. the merger of
Unibail-Rodamco-Westfield N.V. (“URW NV”) with and into its wholly
owned subsidiary Westfield US B.V.) also being approved by URW NV
general meeting and effective (please refer to the “Proposed
streamlining of URW's legal structure through an internal
reorganization” presentation posted on the Company’s website on
February 12, 2026).
7.6.1 Corporate object (Article 2 of
the Articles of Association)
The Company’s corporate object in France and abroad is:
• Investment through the acquisition, development, construction,
ownership of land, buildings, property assets and rights, and the
fitting out of property complexes, with a view to renting them out;
• The management, rental, leasing, divestment or exchange of the above
assets, either directly, or through taking investments or ownership
interests, or by creating partnerships, companies or consortia;
• More generally, any financial, securities or property transactions
directly or indirectly connected with the foregoing object or likely to
facilitate its achievement; and
• Acquiring, owning, divesting investments in any French or foreign legal
entities with an activity directly or indirectly linked to the corporate
object of the Company or which would favour its development.
7.6.2 Stapled share principle (Article 6 of
the Articles of Association)
(1)
A Stapled Share comprises a share of the Company and a
Unibail-Rodamco-Westfield N.V. class A share (“Unibail-Rodamco-
Westfield N.V. class A share”).
The Company, Unibail-Rodamco-Westfield N.V., and all the controlled
entities appearing in the consolidated financial statements of the
Company and/or of Unibail-Rodamco-Westfield N.V. constitute the
“Stapled Group”.
In order to achieve a situation where holders of the Company’s shares –
other than any entity of the Stapled Group – hold an interest in both the
Company and in Unibail-Rodamco-Westfield N.V., as if they held an
interest in a single (combined) company:
• None of the shares of the Company can be (i) issued to, or subscribed
for by, others than any entity of the Stapled Group, (ii) transferred to
or, subject to applicable law, pledged or otherwise encumbered by
others than any entity of the Stapled Group, or (iii) released from any
encumbrance by others than any entity of the Stapled Group, in each
case except together with a Unibail-Rodamco-Westfield N.V. class A
share, in the form of a Stapled Share;
• No right to subscribe for 1 or more Company shares can be (i) granted
to or exercised by others than any entity of the Stapled Group, (ii)
terminated by others than any entity of the Stapled Group, (iii)
transferred to or, subject to applicable law, pledged or otherwise
encumbered by others than any entity of the Stapled Group, or (iv)
released from any encumbrance by others than any entity of the
Stapled Group, in each case except together with a corresponding
right to subscribe for an equal number of Unibail-Rodamco-Westfield
N.V. class A shares in the form of an equal number of Stapled Shares;
• All shareholders, other than any entity of the Stapled Group, must
refrain from (i) acquiring any Company shares, (ii) acquiring,
exercising or terminating any right to subscribe for 1 or more
Company shares, or (iii) creating or acquiring a usufruct, pledge or
other encumbrance over any Company share or any right to subscribe
for 1 or more Company shares, in each case except (if it concerns a
Company share) together with a Unibail-Rodamco-Westfield N.V.
class A share, respectively, in the form of a Stapled Share or (if it
concerns a right to subscribe for 1 or more Company shares) together
with a corresponding right to subscribe for an equal number of
Unibail-Rodamco-Westfield N.V. class A shares in the form of an
equal number of Stapled Shares; and
• Subject to applicable law, the MB and the SB shall take all necessary
actions to ensure that, at all times, the number of Company shares
issued and held by others than any entity of the Stapled Group is
equal to the number of Unibail-Rodamco-Westfield N.V. class A
shares issued and held by others than any entity of the Stapled Group.
The Stapled Share Principle can only be terminated by virtue of a
resolution passed by the Extraordinary General Meeting of the
Company to amend the Articles of Association. A resolution by the
Extraordinary General Meeting of the Company deciding such an
amendment shall only become effective after the Management Board
has confirmed that the Unibail-Rodamco-Westfield N.V. general
meeting has passed a resolution to terminate the Stapled Share
Principle as included in the Unibail-Rodamco-Westfield N.V.’s Articles
of Association.
7.6.3 SIIC regime
Since 2003, the Company and its eligible subsidiaries opted for and
became subject to the tax regime applicable to Listed Property
Investment Companies (Société d’Investissement Immobilier Cotée,
“SIIC”) introduced by the 2003 French Finance Act (Article 208 C of the
French General Tax Code). This regime is based on the principle of fiscal
transparency: in relation to rental activities and gains from divestments,
income tax is borne at shareholder level and not at the level of
theCompany
(2)
.
(1) An amendment to the Company’s Articles of Association in order to terminate the Stapled Share Principle will be submitted to the 2026 AGM for shareholders’ approval (please
refer to the “Proposed streamlining of URW's legal structure through an internal reorganisation” presentation posted on the Company’s website on February 12, 2026). Thus, the
entire Article 6 of the Articles of Association and all reference or occurrence to the Stapled Share / Stapled Share Principle / Unibail-Rodamco-Westfield N.V. will be deleted from
the Articles of Association upon completion of the internal reorganisation.
(2) For more details, please refer to note 8 of section 5.2.
123456 8CHAPTER 7
7.6 Articles of Association of the Company and Charters
Information on the Company, shareholding and the share capital
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7.6.4 Statutory obligations pertaining
to changes in the Company’s
share capital and categories
of share rights
None.
7.6.5 Corporate governance structure
(Articles 10 to 16 of the Articles
of Association)
The Company is managed by a Management Board (“MB”) and a
Supervisory Board (“SB”).
Details of the composition and the functioning of the MB and the SB are
set out in section 2.2.
7.6.5.1 The Management Board
(Articles 10 to 12 of the Articles of
Association and Charter of the
Management Board)
The MB is the collegial decision-making body of the Company. It is
composed of a maximum of 7 members appointed for a 4-year term by
the SB, which elects one of them as Chair. The MB consisted of 5
members as at December 31, 2025.
With respect to third parties, the MB is granted the widest possible
powers to act in all circumstances in the name of the Company, subject
to those expressly attributed by law to the SB and to general meetings
and within the limits of the corporate purpose and those that require
prior authorisation from the SB (see section 7.6.5.2).
Upon a proposal from the MB Chairman and with the authorisation of
the SB, the MB members may share the management tasks.
Allocation of responsibilities and functions among MB members is set
out in section 2.2.1.2.
7.6.5.2 The Supervisory Board (Articles
13 to 16 of the Articles of
Association and Charter of the
Supervisory Board)
The SB exercises permanent oversight and control over the MB and the
general affairs of the Company as provided by law, the Articles of
Association and its Charter. The SB has 8 to 14 members appointed for a
term of 3 years.
Retention of an SB member is subject to the condition that they are not
over the age of 75. If an SB member reaches this age limit while in office,
they will be considered to have resigned at the next Ordinary General
Meeting, which will be held after the end of the year during which they
reached the age of 75. During this general meeting, the shareholders
may appoint their successor.
The number of SB members having exceeded the age of 70 cannot be
greater than one-third of the SB members.
The SB elects a Chairman and a Vice-Chairman from among its
members who are tasked with convening the Board and directing the
discussions. The SB Chairman’s and Vice-Chairman’s terms may not
exceed their terms as SB members.
The SB meets as often as the interest of the Company so requires.
7.6 Articles of Association of the Company and Charters
Information on the Company, shareholding and the share capital
7.
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Limitations on the powers of the Management Board by the Supervisory Board (Article 11 of the
Articles of Association and Charter of the Supervisory Board)
Pursuant to Article 11.5 of the Company’s Articles of Association and the SB Charter, the SB’s prior approval must be obtained for certain
MBdecisions and operations, i.e.:
Extract of certain provisions
of the Charter of the SB
• Any acquisition of an asset or several assets (including the
acquisition of real estate properties (immeubles par nature) and
the acquisition of all or part of shareholdings), directly or
through legal entities, exceeding the amounts laid down by the
Supervisory Board in its internal charter;
• Investments and capital expenditures for internal development
exceeding the amounts laid down by the Supervisory Board in
its internal charter;
• Any sale of an asset or several assets (including the disposal of
real estate properties (immeubles par nature) and the sale of all
or part of shareholdings), directly or through legal entities,
exceeding the amounts laid down by the Supervisory Board in
its internal charter;
• Any additional indebtedness or security interests exceeding the
amounts laid down by the Supervisory Board in its internal charter;
• Outsourcing asset management and retail management
activities or asset and retail management responsibilities to
third parties if this involves more than twenty-five per cent
(25%) of the total value of the investments and participations of
the Company;
• Transferring the entire or a material part of the business to a
third party exceeding the amounts laid down by the Supervisory
Board in its internal charter;
• Making significant changes in governance and/or organisational
structure of the group, including allocation of tasks within the
Management Board, approval of amendments to the
Management Board Charter, relocation of group central
functions and the taking of any step that might affect the SIIC
regime provided for in Article 208C of the French General Tax
Code (Code Général des Impôts) or any other favourable
tax-exempt status in any other country;
• Any overall remuneration policies of the Group and remuneration
of the Management Board subject to, if applicable, the vote of
such remuneration at a shareholders’ general meeting pursuant
to applicable law;
• Participating or otherwise taking an interest in other companies or
businesses and terminating or modifying such participation or
interest (including any change to the participation held by the
Company in Unibail-Rodamco-Westfield N.V.), exceeding the
amounts laid down by the Supervisory Board in its internal charter;
• Any off-balance sheet commitment exceeding the amounts laid
down by the Supervisory Board in its internal charter;
• To submit to the shareholder’s general meeting a proposal to
amend the Company’s Articles of Association;
• To submit a proposal to (re-)appoint or dismiss the Company’s
external Statutory Auditors and Sustainability Auditors or its
main subsidiaries and to review their fees;
• To submit a proposal to the General Meeting for authorisation
(délégation de compétence) to, subject to the Stapled Share
Principle
(1)
(as defined in article 6 in the Company’s Articles of
Association), issue or repurchase stapled shares of the Company;
• To modify the Company’s dividend policy and the declaration of
the interim dividends and all dividends to be distributed;
• To participate or otherwise take an interest in or enter into an
agreement with other companies or businesses on the basis of
which these companies or businesses obtain the right of
recommendation or appointment of Supervisory Board members;
• To submit applications for a moratorium or file petitions for the
bankruptcy of the Company or any company of the Group;
• To submit a proposal to dissolve or wind up the Company or its
main subsidiaries;
• To enter into a transaction in which there is a conflict of interest
or is deemed to exist between Supervisory Board or Management
Board members on the one hand, and the Company on the other
hand for the purposes of Articles L 225-86 and seq. of the French
Commercial Code (Code de commerce);
• To amend the Company’s insider trading rules; and
• To approve the Group’s strategy and its annual budget, as
submitted by the Management Board upon presentation of the
financial statements for the preceding financial year.
For the applicable thresholds laid down by the SB in its Charter, please refer to the Charter of the SB which is available on the Company’s website
(https://www.urw.com/group/corporate-governance/the-supervisory-board).
(1) An amendment to the Company’s Articles of Association in order to terminate the Stapled Share Principle will be submitted to the 2026 AGM for shareholders’ approval (please
refer to the “Proposed streamlining of URW's legal structure through an internal reorganisation” presentation posted on the Company’s website on February 12, 2026). Thus, the
entire Article 6 of the Articles of Association and all reference or occurrence to the Stapled Share/Stapled Share Principle/Unibail-Rodamco-Westfield N.V. will be deleted from the
Articles of Association and the MB/SB Charters upon completion of the internal reorganisation.
123456 8CHAPTER 7
7.6 Articles of Association of the Company and Charters
Information on the Company, shareholding and the share capital
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The specialised committees
of the Supervisory Board
2 specialised committees are responsible for assisting the SB in
carrying out its duties: the Audit Committee and the Governance,
Nomination and Remuneration Committee. All SB members participate
in one of these committees. The committees function under separate
Charters.
Details of the composition, duties and responsibilities of the committees
are set out in section 2.2.2.4.
7.6.6 General meetings (Articles 18 and 19
of the Articles of Association)
The general meetings are convened and conducted pursuant to French
law and European regulations. All shareholders, evidencing the
ownership of their shares, have the right to participate, either in person
or through a representative, provided that they have been shareholders
for at least 2 business days prior to the date of the general meeting.
The terms and conditions of participation in general meetings are set
out in Article 18 of the Company’s Articles of Association.
There is 1 voting right per share. There are currently neither preference
shares nor shares with double voting rights.
7.6.7 Requirements pertaining to the
distribution of profits (Article 21 of
the Articles of Association)
The distributable profit in any given year is equal to the sum of the net
profit and any retained earnings, less any prior year losses and amounts
transferred to reserves. In addition to the distributable profits, the
general meeting of shareholders may expressly resolve to distribute
sums from other distributable reserves and/or contribution premiums.
Pursuant to the SIIC regime, the payment of a dividend may give rise to
the imposition of a withholding tax (currently at a rate of 20%) on the
Company pursuant to Article 208-C-II-ter of the French General Tax
Code calculated on the basis of the total dividend paid to any
shareholders holding (directly or indirectly) 10% or more of the share
capital (“Shareholder Concerned”
(1)
), if the Shareholder Concerned, as a
legal person who is a non-French tax resident, is not subject to a tax
equivalent to the French corporate income tax to be paid by French
companies on SIIC dividends distributed by the Company (the
“Shareholder Subject to Withholding Tax”). Any Shareholder Concerned
is deemed to be a Shareholder Subject to Withholding Tax unless it
provides the Company with a satisfactory and unreserved legal opinion
certifying that it is not a Shareholder Subject to Withholding Tax. If this
is not possible and in compliance with Article 21 of the Articles of
Association, this tax will be borne by the Shareholder Subject to
Withholding Tax. The withholding amount is either offset against its
dividend or reimbursed a posteriori.
7.6.8 Statutory shareholder threshold
and obligation to register shares
(Articles 9 and 9 bis of the Articles
of Association)
In addition to the thresholds provided by French law
(2)
, under Article9bis
of the Articles of Association of the Company, any shareholder that
comes to hold, alone or in concert with other shareholders, a number of
shares equal to or greater than 2% of the total number of shares in issue
or of the voting rights, or any further multiple thereof, must, no later
than 10 stock exchange days after exceeding each of the holding
thresholds, advise the Company in writing of the total number of shares
or voting rights held, sent by registered letter with proof of receipt
requested to the registered office of the Company. Notification must
also be given when the number of shares or voting rights falls below one
of these thresholds under the same conditions and within the same
time limit.
Moreover, pursuant to Article 9 of the Company’s Articles of
Association, a Shareholder Concerned
(1)
must register all of its shares
(owned directly or via an entity it controls pursuant to ArticleL.233-3 of
the French Commercial Code) and provide evidence to the Company by
registered letter with proof of receipt within 5 stock exchange days of
reaching such threshold. A Shareholder Concerned that fails to comply
with the above requirements may lose the right to participate in and/or
vote at general meetings of the Company in accordance with the
provisions of Article 9 Paragraph 4 of the Articles of Association.
Pursuant to the provisions of Article 9 bis of the Company’s Articles of
Association, the Shareholder Concerned shall declare under its own
responsibility whether it has to be considered as a Shareholder Subject
to Withholding Tax (Actionnaire à Prélèvement) under Article 208-C-II of
the French Tax Code, which is the case when the Shareholder Concerned
(i) is not resident in France for taxation purposes, and (ii) is not subject, in
its country of residence, to a tax equal to at least two-thirds of the level of
taxation applicable in France. Any Shareholder Concerned declaring it
should not be considered as a Shareholder Subject to Withholding Tax
shall provide the Company with a satisfactory and unreserved legal
opinion certifying that it is not a Shareholder Subject to Withholding Tax.
Any change in the Shareholder Concerned’s position should be notified
to the Company within 10 trading days prior to the payment of
any distribution.
(1) A “Shareholder Concerned” is any shareholder, other than a natural person, that owns, directly or through entities acting as intermediaries that it controls within the meaning of
Article L. 233-3 of the French Commercial Code, at least the percentage of rights to a dividend specified in Article 208 C-II-ter (10%) of the French General Tax Code.
(2) For more details, please refer to section 7.4.2.
7.6 Articles of Association of the Company and Charters
Information on the Company, shareholding and the share capital
7.
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Any shares exceeding the threshold that have not been disclosed in
accordance with the requirements specified under the first and third
paragraphs above shall be disqualified for voting purposes at all general
meetings held for a period of 2 years after the date of the notice
confirming the requisite disclosure has finally been made (i) if the failure
to disclose has been duly noted and (ii) if requested by 1 or more
shareholders holding at least 2% of the Company’s share capital in
accordance with the terms of the law (unless the voting rights have
already been stripped pursuant to Article 9 Paragraph 4 of the Articles
of Association).
Similarly, the voting rights attached to any shares that have not been
disclosed in accordance with these requirements may not be exercised
or delegated by the holder either in person or by proxy.
Declarations are to be sent to the Investor Relations department:
investor.relations@urw.com.
7.7 Investment by the
Company outside the
UnibailRodamcoWestfield
Group
The Company has not made any significant investment in a company
with its registered office in France during the financial year ending
December 31, 2025.
7.8 Elements likely to have an
impact in the event of a
takeover bid
The Stapled Share Principle, which is part of the Articles of Association
of the Company (for more details, please refer to section 7.6.2), contains
restrictions on transfers of Company shares.
Any holder of Stapled Shares will hold both Unibail-Rodamco-Westfield
SE shares and class A Unibail-Rodamco-Westfield N.V. shares.
Consequently, any holder of Stapled Shares must comply with both the
French takeover rules and the Dutch takeover rules. Due to Unibail-
Rodamco-Westfield SE’s shareholding in Unibail-Rodamco-Westfield
N.V., 1 Stapled Share does not represent the same percentage of voting
rights in Unibail-Rodamco-Westfield SE as it does in Unibail-Rodamco-
Westfield N.V. As a result, a holder of Stapled Shares may cross the
30% threshold for a mandatory takeover bid for all outstanding Unibail-
Rodamco-Westfield SE shares without being subject to a statutory
requirement to make a mandatory offer for all outstanding Unibail-
Rodamco-Westfield N.V. shares at the same time.
However, due to the Stapled Share Principle, an offer or that is not an
entity of the Unibail-Rodamco-Westfield Group can only acquire
Unibail-Rodamco-Westfield SE shares in the form of Stapled Shares,
which could result in a requirement for the offer or to launch a parallel
takeover bid for all outstanding Unibail-Rodamco-Westfield N.V.
shares.
An amendment to the Company’s Articles of Association in order to
terminate the Stapled Share Principle will be submitted to the 2026
AGM for shareholders’ approval subject to the Merger (i.e. the merger of
Unibail-Rodamco-Westfield N.V. (“URW NV”) with and into its wholly
owned subsidiary Westfield US B.V.) also being approved by URW NV
general meeting and effective (please refer to the “Proposed
streamlining of URW's legal structure through an internal
reorganisation” presentation posted on the Company’s website on
February 12, 2026).
Following the implementation of the internal reorganisation, the Dutch
takeover rules would no longer apply.
In addition, all information pursuant to Article L. 22-10-11 of the French
Commercial Code that is likely to have an effect in the event of a
takeover bid is included in the corporate governance report (cf.
section8.6.4).
123456 8CHAPTER 7
7.7 Investment by the Company outside the UnibailRodamcoWestfield Group
Information on the Company, shareholding and the share capital
Universal Registration Document 2025 | UNIBAIL-RODAMCO-WESTFIELD
CHAPTER8
ADDITIONAL
INFORMATION
8.1 Statement of the persons responsible for the
Universal Registration Document
489
8.2 Statutory Auditors 490
8.3 Historical information on financial years 2023
and 2024
490
8.3.1 For the 2023 financial year 490
8.3.2 For the 2024 financial year 490
8.4 Documents available to the public 490
8.5 Glossary 491
8.6 Cross-reference tables 493
8.6.1 Concordance table of the Universal Registration Document 493
8.6.2 Cross-reference table of the financial report 496
8.6.3 Cross-reference table of the management report (including the Group
Management report and the Sustainability report)
496
8.6.4 Cross-reference table of the corporate governance report 499
8.
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8.1 Statement of the persons responsible for the Universal
Registration Document
We confirm that the information contained in this Universal Registration
Document gives, to the best of our knowledge, an accurate and fair view
of the Company and the information contained within is free from any
material misstatement.
We confirm that, to the best of our knowledge, the financial statements
and consolidated financial statements have been prepared in
accordance with the applicable accounting standards, and give an
accurate and fair view of the assets and liabilities, financial position, and
profits or losses of the Company and of the entities taken as a whole
included in the scope of consolidation and that the enclosed group
management report presents a fair view of the development and
performance of the business, the results and of the financial situation of
the Company and of the entities taken as a whole included in the scope
of consolidation, as well as a description of the main risks and
uncertainties to which they are exposed, and that it has been prepared in
accordance with the applicable sustainability reporting standards.
Paris, March 24, 2026
Vincent Rouget
Chairman of the Management Board
Fabrice Mouchel
Member of the Management Board
Chief Financial Officer
1234567CHAPTER 8
8.1 Statement of the persons responsible for the Universal Registration Document
Additional information
8.
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8.2 Statutory Auditors
The Statutory Auditors of the Company are the following:
KPMG S.A.
Mr Régis Chemouny
Tour Eqho – 2 avenue Gambetta
92066 Paris la Défense Cedex
Commencement date of the first term of office:
General Meeting of May 11, 2023
Deloitte & Associés
Ms Marjorie Blanc Lourme & Mr Sylvain Durafour
6, Place de la Pyramide
92908 Paris La Défense Cedex
Commencement date of the first term of office
(1)
:
General Meeting of April 27, 2011
The term of office of KPMG S.A. and Deloitte & Associés will expire at the 2029 General Meeting held to approve the financial statements for the year
ended December 31, 2028.
8.3 Historical information on financial years 2023 and 2024
Pursuant to Article 19 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, the following information is
incorporated by reference in this 2025 Universal Registration Document:
8.3.1 For the 2023 financial year
The 2023 Universal Registration Document was filed with the French
Financial Markets Authority (Autorité des Marchés Financiers, “AMF”)
on March 19, 2024, under number D. 24-0143.
The financial information, the consolidated financial statements for the
year 2023 and the Statutory Auditors’ report on these financial
statements appear respectively in Chapter 4 (on pages 271 to 335) and
Chapter 5 (on pages 337 to 466).
Information not included in this Universal Registration Document is
either not applicable to the investor or is covered in another section of
this Universal Registration Document.
8.3.2 For the 2024 financial year
The 2024 Universal Registration Document was filed with the AMF on
March 21, 2025, under number D.25-0129.
The financial information, the consolidated financial statements for the
year 2024 and the Statutory Auditors’ report on these financial
statements appear respectively in Chapter 4 (on pages 301 to 365) and
Chapter 5 (on pages 367 to 496).
Information not included in this Universal Registration Document is
either not applicable to the investor or is covered in another section of
this Universal Registration Document.
8.4 Documents available to the public
The following documents are available on the website at www.urw.com:
• The Universal Registration Documents in the form of annual reports,
as well as their updates, which are filed with the AMF; and
• The financial press releases of the Group.
Unibail-Rodamco-Westfield SE’s Articles of Association, statutory and
consolidated financial statements may be consulted at the
headquarters of the Company, 7, Place du Chancelier Adenauer, 75016
Paris, on the website www.urw.com or obtained upon request from the
Company.
(1) Deloitte & Associés succeeded Deloitte Marque & Gendrot, which was appointed on April 28, 2005.
8.2 Statutory Auditors
Additional information
8.
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8.5 Glossary
Average cost of debt: net recurring financial expenses (excluding
financial leases, partners’ current accounts, interest on preferred
shares and capitalised financial expenses)/average net debt over the
period.
Average revenue per visit: net income generated by Westfield Rise
divided by the footfall of the same period.
Buyer’s Net Initial Yield: annualised contracted rent (including
indexation) and other income for the next 12 months, net of operating
expenses, divided by the TAC.
CAM: Common Area Maintenance.
Committed projects (or "committed pipeline"): 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.
Controlled projects (or "controlled pipeline"): projects in 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.
Contribution of companies accounted for using the equity
method (on a proportionate basis): URW’s share of the net recurring
result for the period of entities accounted for using the equity method
that are not joint-controlled (and therefore not retreated on a
proportionate basis) and interest received on loans granted to these
entities.
Corporate debt: corresponds to unsecured debt issued by the Group
such as bonds (EMTN, Rule 144A and Reg S Bonds) and bank debt (term
loans and drawn credit facilities).
Debt Yield: ratio of the net operating income to the outstanding loan
amount, net of certain cash as defined in the relevant mortgage loan
documentation.
Discount Rate (“DR”): rate used in a discounted cash flow model to
calculate the present value of future cashflows (positive or negative),
that is to say converting such future cash-flows into today’s monetary
value.
EBITDA: Recurring Net Operating result before depreciation and
impairment of assets.
EPRA Net Reinstatement Value (“NRV”): assumes that entities
never sell assets and aims to represent the value required to rebuild the
entity.
EPRA Net Tangible Assets (“NTA”): assumes that entities buy and
sell assets, thereby crystallising certain levels of unavoidable deferred
tax.
EPRA Net Disposal Value (“NDV”): represents the shareholder’s
value under a disposal scenario, where deferred tax, financial
instruments and other certain adjustments are calculated to the full
extent of their liability, net of any resulting tax.
EPRA Net Initial Yield (“NIY”): annualised rental income based on the
cash rents passing at the balance sheet date, less non-recoverable
property operating expenses, divided by the Gross Market Value of the
portfolio. For a reconciliation of URW’s NIY with the EPRA Net Initial
Yield definitions, refer to the EPRA Performance Measures.
EPRA topped-up yield: EPRA Net Initial Yield adjusted in respect of
the expiration of rent-free periods (or other unexpired lease incentives
such as discounted rent periods and step rents).
EPRA vacancy rate: Estimated Rental Value (ERV) of vacant spaces
divided by ERV of total space (let + vacant).
Exit Cap Rate (“ECR”): the rate used to estimate the resale value of a
property at the end of the holding period. The expected normative Net
Rental Income (NRI) divided by the ECR (expressed as a percentage) to
get the terminal value (i.e. resale value including taxes).
Flagships: assets of a certain size and/or with footfall in excess of 10
million per year, substantial growth potential for the Group based on
their appeal to both retailers and visitors, iconic architecture or design
and a strong footprint in their area. US Flagships exclude, unless stated
otherwise, the Group’s CBD asset.
Financial statements under IFRS: the Group’s consolidated financial
statements are prepared in accordance with International Financial
Reporting Standards (IFRS) as applicable in the European Union as at
closing date.
Financial statements on a proportionate basis: Prepared based on
the financial statements under IFRS, except for the joint-controlled
entities, which are consolidated on a proportionate basis, instead of
being accounted for using the equity method (as applicable under IFRS).
Unibail-Rodamco-Westfield believes that these financial statements on
a proportionate basis give to stakeholders a better understanding of the
underlying operations of URW and the joint-controlled entities, as they
represent a significant part of the Group’s operations in the US and the
UK.
Funds From Operations (FFO): on an annualised basis, the recurring
EBITDA minus (i) recurring net financial expenses and (ii) tax on
recurring operating result.
Group Share: the part that is attributable to the Group after deduction
of the parts attributable to the minority interests.
Hybrid: Hybrid securities are accounted for as equity. The hybrid
securities are deeply subordinated perpetual instruments with a
coupon deferral option and are required to be classified as equity under
IFRS. Details on the outstanding hybrid securities are available at:
https://www.urw.com/investors/financing-activity/bond-issues
Interest Cover Ratio (“ICR”): EBITDA/Recurring Net Financial
Expenses (including capitalised interest).
Like-for-like Net Rental Income (Lfl NRI): Net Rental Income
excluding acquisitions, divestments, transfers to and from pipeline
(extensions, brownfields or redevelopment of an asset when operations
are stopped to enable works), all other factors resulting in any change to
the square metres and currency exchange rate differences or any other
exceptional material impact in the periods analysed.
Loan-to-Value (LTV): Net debt / total assets, including transfer taxes
and excluding goodwill not justified by fee business as per the Group’s
European bank debt leverage covenants.
Long-term deals: Leases with firm period longer than 36 months
unless otherwise specified.
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Additional information
8.
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Minimum Guaranteed Rent uplift (“MGR uplift”): difference
between new MGR and indexed old MGR. Indicator calculated on
renewals and re-lettings only.
Net debt (or "net financial debt"): calculated as the difference
between (i) gross debt (excluding financial leases accounted as debt
under IFRS 16 and JV partners’ current accounts) after impact of
derivative instruments on debt raised in foreign currencies and (ii) cash
on hand.
Net Disposal Price (NDP): Total Acquisition Cost incurred by the
acquirer minus all transfer taxes and transaction costs.
Net Initial Yield (“NIY”): annualised contracted rent (including
indexation) and other income for the next 12 months, net of operating
expenses, divided by the asset value net of estimated transfer taxes and
transaction costs. Shopping centres under development or not
controlled by URW, the Westfield trademark and the airport activities
are not included in the calculation of NIY.
Net Initial Yield on occupied space (for Offices & Others only):
annualised contracted rent (including latest indexation) and other
income for the next 12 months, net of operating expenses, divided by the
value of occupied space net of estimated transfer taxes and transaction
costs. Assets under development are not included in this calculation.
Non-recurring activities: non-recurring activities include valuation
movements, disposals, mark-to-market and termination costs of
financial instruments, bond tender premiums, impairment of goodwill
or recognition of negative goodwill, amortisation of fair value of assets
and liabilities recorded for the purpose of purchase price allocation, as
well as costs directly incurred during a business combination and other
non-recurring items.
Occupancy Cost Ratio (OCR): sum of rental charges and service
charges including marketing costs for tenants, all including VAT,
divided by tenant sales over last rolling 12 months (including VAT
except for US). Excludes stores (i) not belonging to URW, (ii) with no
sales officially reported, (iii) with non-significant sales (store not opened
for the past full 12 months) and (iv) with atypical activities.
Portfolio revaluation: Gross Market Value change between two
periods net of investments (capex, acquisitions, transfers), disposals
and FX impact.
Potential Yield: annualised contracted rent (including indexation) and
other income for the next 12 months, net of operating expenses + the
ERV of vacant space, divided by the asset value net of estimated
transfer taxes and transaction costs. Shopping centres under
development or not controlled by URW, the Westfield trademark and
the airport activities are not included in the calculation of the Potential
Yield.
Rent Impact: difference between the revaluation (%) and the Yield
Impact.
Replacement capital expenditure (or "Replacement Capex"):
Replacement Capex relates to works either on equipment or the
structure of a standing asset. The primary purpose of Replacement
Capex is to ensure that the asset is in good working order and/or to
make minor improvements. These investments can be triggered by
obsolescence, maintaining technical performance at market levels or
compliance with regulatory requirements. These amounts do not
include Replacement Capex spent as part of the TIC of extension and/or
renovation projects on which the Group’s standard Return On
Investment (ROI) is expected.
Rotation rate: (number of re-lettings and renewals with new
concepts)/number of stores.
SBR: Sales Based Rent.
Secured debt ratio: Secured debt/Total assets.
SIIC: Société d’Investissement Immobilier Cotée (in France).
Stabilised Yield: Year 3 (after balance sheet date) contracted rent
(including indexation) and other income, net of operating expenses,
divided by the asset value net of estimated transfer taxes and
transaction costs. Shopping centres under development or not
controlled by URW, the Westfield trademark and the airport activities
are not included in the calculation of the Stabilised Yield.
Tenant sales: performance in URW’s shopping centres in operation,
including extensions of existing assets, but excluding deliveries of new
brownfield projects, acquisition of new assets and assets under heavy
refurbishment.
Total Acquisition Cost (TAC): the total amount a buyer shall pay to
acquire an asset or a company. TAC equals the price agreed between
the seller and the buyer plus all transfer taxes and transaction costs.
Total Investment Cost (TIC): Total Investment Cost equals the sum
of: (i) all capital expenditures from the start of the project to the
completion date, including: land costs, construction costs, study costs,
design costs, technical fees, tenant fitting-out costs paid for by the
Group, letting fees and related costs, eviction costs and vacancy costs
for renovations or redevelopments of standing assets; and (ii) opening
marketing expenses. It excludes: (i) step rents and rent-free periods;
(ii)capitalised financial interests; (iii) overhead costs; (iv) early or lost
Net Rental Income; and (v) IFRS adjustments.
Unencumbered leverage ratio: Unencumbered assets/Unsecured
debt.
Valuation of occupied office space: valuation based on the
appraiser’s allocation of value between occupied and vacant spaces.
Viparis’ recurring Net Operating Income (NOI): “Net rental income”,
“On-site property services operating result” and “Recurring
contribution of affiliates” of Viparis venues.
Yield impact: measured as the difference between (i) recalculated
GMV based on last year’s cash flows and Exit Cap Rate and Discount
Rate used by appraisers to assess the current GMV and (ii) last year’s
GMV.
Yield on cost: URW’s share of the expected stabilised Net Rental
Income divided by URW’s Total Investment Cost increased by rent
incentives (step rents and rent-free periods), and for redevelopment
project only, the Gross Market Value of the standing asset at the launch
of the project.
8.5 Glossary
Additional information
8.
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8.6 Cross-reference tables
8.6.1 Concordance table of the Universal Registration Document
This concordance table is based on the headings set out in Annexes I and II of Delegated Regulation (EU) 2019/980 of the Commission of March 14,
2019, and refers to the sections of this Universal Registration Document in which the relevant information can be found.
Information
Section of the Universal
Registration Document
1. PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL
1.1. Persons responsible for the information given in the Universal Registration Document 8.1
1.2. Declaration of the persons responsible for the Universal Registration Document 8.1
1.3. Identification, qualification and potential conflicts of interest of persons acting as experts 1.6 – 1.7
1.4. Certification of Third Party Information n/a
1.5. Statement without prior approval of the competent authority page 1
2. STATUTORY AUDITORS
2.1. Identity of Statutory Auditors 8.2
2.2. Potential change 8.2
3. RISK FACTORS 6.2
4. INFORMATION ABOUT THE ISSUER
4.1. Corporate name and trade name 7.1
4.2. Place, registration number and Legal Entity Identifier 7.1
4.3. Date of incorporation and statutory length of life 7.1
4.4. Head office and legal form 7.1
5. BUSINESS OVERVIEW
5.1. Main activities 1.4, 4.1.1
5.1.1. Nature of operations 1.4, 4.1.1
5.1.2. New products and important services 4.1.2
5.2. Main markets 4.1.1.2
5.3. Important events 5.2 (note 1)
5.4. Strategy and objectives 1.3
5.5. Dependence of the issuer on patents, licences, contracts and manufacturing processes n/a
5.6. Competitive position statement n/a
5.7. Investments
5.7.1. Material investments 4.1.2
5.7.2. Main current or future investments that the issuer intends to make and for which its management bodies have already made
firm commitments and financing methods
4.1.2
5.7.3. Joint ventures and interests in which the issuer has an equity interest that may have a significant impact 5.2 (note 6)
5.7.4. Environmental issues that may affect the use of tangible fixed assets 3.2.2 – 6.2.2.3
6. ORGANISATIONAL STRUCTURE
6.1. Brief description of the Group 1.8 – 1.9
6.2. List of significant subsidiaries 5.2 (note 15)
7. FINANCIAL POSITION AND RESULTS REVIEW
7.1. Financial position 5.1
7.1.1. Changes in results and financial position including key performance indicators of a financial nature and, where appropriate, non-
financial nature
5.1.2 – 3.1
7.1.2. Forecasts for future development and research and development activities 4.1.2
7.2. Operating results 5.1.1 – 5.2 (note 4)
7.2.1. Significant factors, unusual, infrequent events or new developments 4.1.1
7.2.2. Reasons for significant changes in net sales or revenues 4.1.1
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8.6 Cross-reference tables
Additional information
8.
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Information
Section of the Universal
Registration Document
8. CAPITAL RESOURCES
8.1. Capital information 5.1.4
8.2. Cash flows 5.1.3
8.3. Funding needs and funding structure 4.1.4
8.4. Restrictions on the use of capital resources 3.3
8.5. Anticipated sources of funds 4.1.4.1
9. REGULATORY ENVIRONMENT
9.1. Description of the regulatory environment and any measures or factors of an administrative, economic, budgetary, monetary or
political nature
4.1.1.2
10. TRENDS INFORMATION
10.1. Description of major trends and any significant changes in the Group’s financial performance since the end of the last financial year 4.1.1 – 4.1.2, 5.2 (note 1)
10.2. Events likely to have a material impact on the outlook 4.1.1.5 – 4.1.1.7
11. PROFIT FORECASTS OR ESTIMATES
11.1. Published profit forecasts or estimates 4.1.1.7
11.2. Statement outlining key forecasting assumptions 4.1.1.7
11.3. Statement of comparability with historical financial information and compliance with accounting policies 5.2 (note 2)
12. ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES
12.1. Information concerning Management Board and Supervisory Board members 2.2
12.2. Conflicts of interests 2.2.2.5
13. REMUNERATION AND BENEFITS
13.1. Remuneration paid and benefits in kind 2.3.2
13.2. Provisions for pensions and retirement benefits 5.2 (note 11)
14. BOARD PRACTICES/FUNCTIONING OF SUPERVISORY AND MANAGEMENT BODIES
14.1. Expiry date of terms of office 2.2
14.2. Service contracts between members of the administrative, management or supervisory bodies and the issuer 2.2.2.5
14.3. Information on the Audit Committee and the Remuneration Committee 2.2.2.4
14.4. Statement of compliance with the corporate governance regime 2.1
14.5. Potential significant impacts on corporate governance n/a
15. EMPLOYEES
15.1. Number of employees 3.2.3.1.8
15.2. Profit sharing and stock options 2.3.4
15.3. Agreement for employees to subscribe to the share capital 5.2 (note 11)
16. MAJOR SHAREHOLDERS
16.1. Shareholders holding more than 5% of the share capital at the time of publication of the Universal Registration Document 7.4.3
16.2. Existence of different voting rights 7.6.4
16.3. Ownership or control of the issuer, directly or indirectly 7.4
16.4. Arrangements known to the issuer, the operation of which may result in a change of control n/a
17. RELATED PARTY TRANSACTIONS 5.2 (note 6.5)
18. FINANCIAL INFORMATION CONCERNING ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS
18.1. Historical financial information 8.3
18.1.1. Audited historical financial information covering the last 3 financial years and the audit report 5.1 – 5.6, 8.3
18.1.2. Change of accounting reference date n/a
18.1.3. Accounting standards 5.2 (note 2)
18.1.4. Change of accounting framework 5.2 (note 2)
18.1.5. Financial information under French accounting standards 5.3 – 5.4
8.6 Cross-reference tables
Additional information
8.
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Information
Section of the Universal
Registration Document
18.1.6. Consolidated financial statements 5.1 – 5.2
18.1.7. Dates of the latest financial information 5.1 – 5.2
18.2. Interim and other financial information n/a
18.2.1. Quarterly or half-yearly financial information n/a
18.3. Audit of historical annual financial information
18.3.1. Independent audit of historical annual financial information 5.5 – 5.7
18.3.2. Other audited information 5.7
18.3.3. Sources of information not audited by the Statutory Auditors n/a
18.4. Pro forma financial information n/a
18.5. Dividend policy
18.5.1. Description of dividend distribution policy and any applicable restrictions 4.1.1.6 – 4.1.1.7
18.5.2. Amount of dividend per share 4.1.1.6
18.6. Governmental, legal and arbitration proceedings 5.2 (notes 9 – 13.3)
18.7. Significant change in financial position n/a
19. ADDITIONAL INFORMATION
19.1. Share capital
19.1.1. Amount of issued capital, number of shares issued and fully paid up and nominal value per share and number
of shares authorised
7.2
19.1.2. Shares not representing capital n/a
19.1.3. Number, book value and nominal value of treasury shares 7.3.3
19.1.4. Information concerning securities giving access to share capital 7.2.2
19.1.5. Information on the conditions governing any acquisition rights and/or obligations attached to the subscribed but not paid-up
capital, or on any undertaking to increase the share capital
n/a
19.1.6. Information on the share capital of Group companies subject to option n/a
19.1.7. Historical information of share capital 7.2.3
19.2. Memorandum and Articles of Association
19.2.1. Register and corporate purpose 7.6
19.2.2. Rights, privileges and restrictions attached to each class of shares 7.6
19.2.3. Arrangement having the effect of delaying, deferring or preventing a change of control 7.6
20. MATERIAL CONTRACTS n/a
21. DOCUMENTS AVAILABLE 8.4
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8.6 Cross-reference tables
Additional information
8.
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8.6.2 Cross-reference table of the financial report
The following concordance table allows the identification of the information that constitutes the annual financial report to be published by listed
companies in accordance with Articles L. 451-1-2 of the French Monetary and Financial Code and 222-3 of the AMF General Regulation.
Category of Article 222-3 of the AMF General Regulations
Section of the Universal
Registration Document
1. FINANCIAL STATEMENTS 5.3
2. CONSOLIDATED FINANCIAL STATEMENTS 5.1
3. MANAGEMENT REPORT 8.6.3
4. CORPORATE GOVERNANCE REPORT
see specific cross-
reference table
5. RESPONSIBLE PERSONS
5.1. Persons responsible for the information included in the annual financial report 8.1
5.2. Declaration of the persons responsible for the annual financial report 8.1
6. STATUTORY AUDITORS’ REPORTS ON THE FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS
6.1. Statutory Auditors’ report on the statutory financial statements 5.6
6.2. Statutory Auditors’ report on the consolidated financial statements 5.5
7. CERTIFICATION REPORT ON SUSTAINABILITY INFORMATION 3.2.6
8.6.3 Cross-reference table of the management report (including the Group
Management report and the Sustainability report)
A paragraph related to the armed conflict in Middle East was not included in the management report approved on February 11, 2026, but has been
added for the purpose of the 2025 Universal Registration Document.
The following concordance table allows the identification of the information that constitutes the management report in accordance with Articles
L.225-100, L. 232-1, L. 22-10-35 and seq., and L. 232-6-3 of the French Commercial Code (unless otherwise indicated, the articles specified below
refer to the articles of the French Commercial Code).
Management report
Section of the Universal
Registration Document
1. SITUATION AND BUSINESS OF THE GROUP
1.1. Situation of the Company during the past financial year and objective and exhaustive analysis
of the development of the business, results and financial situation of the Company and the
Group, in particular, its debt situation, in relation to the volume and complexity of the business
L. 232-1, II 1°and L. 233-26
4.1.1
1.2. Foreseeable evolution of the Company’s situation L. 232-1, II 1° and L. 233-26 4.1.1.7
1.3. Important events occurring between the end of the financial year and the date on which the
management report is drawn up
Articles L. 232-1, II. 1° and L. 233-26
4.1.1.5
1.4. Research and development activities Articles L. 232-1, II. 2° and L. 233-26 n/a
1.5. Existing branches Articles L. 232-1, II. 3° and L. 233-26 n/a
1.6. Key performance indicators of a financial nature Articles L. 232-1, II. 4° and L. 233-26 4.1.1
1.7. Key performance indicators of a non-financial nature relating to the specific activity of the
Company and the Group, in particular information relating to environmental and personnel
issues
Articles L. 232-1, II. 4° and L. 233-26 3.2.2 – 3.2.3
1.8. Description of the main risks and uncertainties Articles L. 232-1, II. 5° and L. 233-26 Chapter 6
1.9. Information on the objectives and policy regarding the hedging of each main category of
planned transactions for which hedge accounting is used, and on its exposure to price, credit,
liquidity and cash flow risks
Articles L. 232-1, II. 6° and L. 233-26
6.2.2
1.10. Information on key intangible resources, how its business model fundamentally depends on
these resources, and how they constitute a source of value creation for the Company
Articles L. 232-1, II. 7° and L. 233-26
n/a
1.11. Amount of inter-company loans granted and statement by the Statutory Auditors
Articles L. 511-6 and R. 511-2-1-3 of
the French Monetary and Financial
Code
n/a
1.12. Information on payment terms for suppliers and customers Article D. 441-6 5.8.1
8.6 Cross-reference tables
Additional information
8.
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Management report
Section of the Universal
Registration Document
1.13. Significant equity investments in companies having their registered office located in France Article L. 233-6 paragraph 1 7.7
1.14. Disposals of cross-shareholdings
Articles L. 233-29, L. 233-30 and R.
233-19
n/a
1.15. Impacts of the Company’s activities on combating tax evasion Article L. 22-10-35 3.2
1.16. Actions aimed at promoting the link between the nation and its armed forces and supporting
engagement in the reserves of the National Guard
Article L. 22-10-35
3.2.3.1.3
2. SUSTAINABILITY REPORT
2.1. Impacts of the Company’s activities on sustainability issues Article L. 232-6-3 3.2.1.3
2.2. How sustainability issues influence the business development, results and situation of the
Company
Article L. 232-6-3 3.2.1.3
2.3. Business model and corporate strategy Articles L. 232-6-3 and
R. 232-8-4, I.1°
1.3, 3.2
• Degree of resilience of the Company’s business model and strategy with regard to risk related
to sustainability issues (description and indicators)
• Opportunities that sustainability issues present for the Company (description and indicators)
• Company's plans, including actions taken or envisaged and related financial and investment
plans, to ensure the compatibility of its business model and strategy with the transition to a
sustainable economy, the limitation of global warming to 1.5°C, and, where applicable, the
Company's exposure to activities related to coal, oil, and gas (description and indicators)
• How the Company's business model and strategy take into account the interests of
stakeholders and the impacts of its activities on sustainability issues (description and
indicators)
• How the Company's strategy is implemented with regard to sustainability issues (description
and indicators)
2.4. Goals with deadlines that the Company has set in terms of sustainability and the progress
made towards achieving these goals, including, where applicable, absolute targets for
reducing greenhouse gas emissions at least for 2030 and 2050 (description and indicators)
and a statement that the environmental targets are based on scientific evidence
Articles L. 232-6-3 and
R. 232-8-4, I.2° and R. 232-8-4, II.
3.1
2.5. Role of the management, administrative, or supervisory bodies concerning sustainability
issues, as well as the skills and expertise of the members of these bodies in this regard or the
opportunities available to them to acquire such skills (description and indicators)
Articles L. 232-6-3 and
R. 232-8-4, I.3°
3.2.1.2
2.6. Policies of the Company regarding sustainability issues (description and indicators) Articles L. 232-6-3 and
R. 232-8-4, I.4°
3.1,3.2
2.7. Sustainability-related incentives granted by the Company to members of the management,
administrative, or supervisory bodies (description and indicators)
Articles L. 232-6-3 and
R. 232-8-4, I.5°
3.2.1.2.3
2.8. Due diligence procedure implemented by the Company regarding sustainability issues and the
negative impacts identified in this context (description and indicators)
Articles L. 232-6-3 and
R. 232-8-4, I.6°
3.2.1.2.4
2.9. Main potential or actual negative impacts, the measures taken to identify, monitor, prevent,
eliminate, or mitigate these negative impacts, and the results obtained in this regard
(description and indicators)
Articles L. 232-6-3 and
R. 232-8-4, I.7°
3.2
2.10. Main risks for the Company related to sustainability issues, including its main dependencies,
and how it manages these risks (description and indicators)
Articles L. 232-6-3 and
R. 232-8-4, I.8°
3.2.1.2.5, 6.2.2.3
2.11. Description of the process implemented by the Company to determine the information
included in the sustainability report
Articles L. 232-6-3 and
R. 232-8-4, II.
3.2.1.3.3
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8.6 Cross-reference tables
Additional information
8.
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2.12. When the impacts or risks related to sustainability issues of one or more companies in the
Group differ significantly from those concerning other companies within the Group:
R. 233-16-3 of the French
Commercial Code
3.2.1.1.1
• Adequate information to understand these impacts and risks
• List of companies exempted from publishing sustainability information under the exemption
provided for in section V of Article L. 232-6-3 or section V of Article L. 233-28-4 of the French
Commercial Code
2.13. Proportion of revenue derived from products or services associated with economic activities
that can be considered environmentally sustainable
Article 8 of Delegated Regulation
2020/852
3.2.2.6
• Proportion of investment expenditures and proportion of operating expenses related to assets
or processes associated with economic activities that can be considered environmentally
sustainable (taxonomy).
3. SHAREHOLDING AND CAPITAL
3.1. Structure, changes in the Company’s share capital and crossing of thresholds, identity of the
main shareholders and holders of voting rights at general meetings, changes occurred during
the financial year
Article L. 233-13 of the French
Commercial Code
7.4
3.2. Acquisition and sale by the Company of its own shares Articles L. 225-211 and R. 225-160 of
the French Commercial Code
7.3
3.3. Employee share ownership at the last day of the financial year (proportion of
capitalrepresented)
Article L. 225-102, paragraph 1 of the
French Commercial Code
7.4.1
3.4. Mention of any adjustments for securities giving access to the capital in the event of share
buybacks or financial transactions
Articles R. 228-90 and R. 228-91 of
the French Commercial Code
n/a
3.5. Information on transactions by officers and related parties in the Company’s securities Article L. 621-18-2 of the French
Monetary and Financial Code
2.3.4.3
3.6. Amounts of dividends distributed in respect of the previous 3 financial years Article 243 bis of the French General
Tax Code
5.2 (note 12.3)
4. OTHER INFORMATION
4.1. Table showing the Company’s results for each of the last 5 financial years Article R. 225-102 of the French
Commercial Code
5.8.2
4.2. Corporate governance report See specific cross-reference table See specific cross-
reference table
4.3. Non-deductible expenses and charges for tax purposes Articles 223 quater and
223 quinquies of the
French General Tax Code
n/a
4.4. Injunctions or monetary penalties for anti-competitive practices Article L. 464-2 of the French
Commercial Code
n/a
4.5. Anti-corruption programme Law no. 2016-1691 of December 9,
2016, called “Sapin 2”
2.4.5
4.6. Vigilance plan and report on its implementation Article L. 225-102-4 of the French
Commercial Code
n/a
4.7. Repurchase by the Company of its own shares Article L.225-211 of the French
Commercial Code
7.3
8.6 Cross-reference tables
Additional information
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8.6.4 Cross-reference table of the corporate governance report
The concordance table below allows for the identification, within this Universal Registration Document, of the information that constitutes the
corporate governance report provided for in the last paragraph of Article L. 225-68 of the French Commercial Code.
Management Report
Section of the Universal
Registration Document
1. REMUNERATION INFORMATION
1.1. Remuneration policy for corporate officers Article L. 22-10-8, I., paragraph 2 2.3.2.1
1.2. Remuneration and benefits of any kind paid during the year or granted in respect of the year to
each corporate officer
Article L. 22-10-9, I., 1° 2.3.3.2
1.3. Relative proportion of fixed and variable remuneration Article L. 22-10-9, I., 2° 2.3.3.2
1.4. Use of the possibility of requesting the return of variable remuneration Article L. 22-10-9, I., 3° 2.3.3.1
1.5. Commitments of any kind made by the Company for the benefit of its corporate officers,
corresponding to items of remuneration, indemnities or benefits due or likely to be due as a
result of the assumption, termination or change in their functions or subsequent to the
exercise thereof
Article L. 22-10-9, I., 4° 2.3.2.1
1.6. Remuneration paid or granted by a company included in the scope of consolidation within the
meaning of Article L. 233-16 of the French Commercial Code
Article L. 22-10-9, I., 5° n/a
1.7. Ratios between the level of remuneration of each executive officer and the average and
median remuneration of the Company’s employees
Article L. 22-10-9, I., 6° 2.3.3.1
1.8. Annual changes in remuneration, Company performance, average remuneration of the
Company’s employees and the aforementioned ratios over the last 5 financial years
Article L. 22-10-9, I., 7° 2.3.3.1
1.9. Explanation of how the total remuneration complies with the adopted remuneration policy,
including how it contributes to the long-term performance of the Company and how the
performance criteria have been applied
Article L. 22-10-9, I., 8° 2.3.2.1
1.10. Manner in which the vote of the last Ordinary General Meeting provided for in Article
L. 22-10-34 of the French Commercial Code was taken into account
Article L. 22-10-9, I., 9° 2.3.2.1
1.11. Deviation from the procedure for the implementation of the remuneration policy and any
deviation from it
Article L. 22-10-9, I., 10° 2.3.2.1
1.12. Application of the provisions of the second paragraph of Article L. 225-45 of the French
Commercial Code (suspension of the payment of members’ remuneration in the event of
failure to comply with the gender mix of the Supervisory Board)
Article L. 22-10-9, I., 11° 2.3.3.1
1.13. Grant and retention of performance stock options to executive officers Article L. 225-185 2.3.2.1
1.14. Grant and retention of performance shares to executive officers Articles L. 225-197-1 and L. 22-10-59 2.3.2.1
2. GOVERNANCE INFORMATION
2.1. List of all mandates and functions exercised in any Company by each of the corporate officers
during the financial year
Article L. 225-37-4, 1° 2.2.1.1 - 2.2.2.1
2.2. Agreements between an executive officer or significant shareholder and a subsidiary Article L. 225-37-4, 2° 2.2.2.5
2.3. Summary table of valid delegations of authority granted by the General Meeting for capital
increases
Article L. 225-37-4, 3° 7.5
2.4. Mode of exercise of the general management Article L. 225-37-4, 4° 2.2.1
2.5. Composition, preparation and organisation of the Board’s work Article L. 22-10-10, 1° 2.2.2
2.6. Description of the diversity policy applied to the members of the Supervisory Board and
description of the objectives of this policy, implementation methods, and results achieved
Article L. 22-10-10, 2° 2.2.2.1
2.7. Possible limitations by the Supervisory Board on the powers of the Management Board Article L. 22-10-10, 3° 7.6.5.2
2.8. Reference to a corporate governance code and application of the “comply or explain” principle Article L. 22-10-10, 4° 2.1
2.9. Special terms and conditions for the participation of shareholders in the General Meeting Article L. 22-10-10, 5° 7.6.6
2.10. Assessment process of the common agreements – Implementation Article L. 22-10-10, 6° 2.2.2.5
3. INTERNAL CONTROL AND RISK MANAGEMENT
3.1. Description of the main characteristics of the Company's internal control and risk
management systems
Article L. 22-10-10, 7° Chapter 6
4. INFORMATION LIKELY TO HAVE AN IMPACT IN THE EVENT OF A TAKEOVER BID Article L. 22-10-11 7.8
4.1 Share capital structure of the Company Article L. 22-10-11, 1° 7.4
4.2 Restrictions pursuant to the Articles of Association on the exercise of voting rights and the
transfer of shares or agreement clauses brought to the attention of the Company pursuant to
Article L.233-11 of the French Commercial Code
Article L. 22-10-11, 2° 7.6.2. - 7.6.8
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Additional information
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4.3 Direct or indirect investments in the share capital of the Company of which it is aware pursuant
to Articles L.233-7 and L.233-12 of the French Commercial Code
Article L. 22-10-11, 3° 7.4
4.4 List of holders of any securities conferring special controlling rights and description thereof -
control mechanisms provided in any employee share ownership system, when control rights are
not exercised by this system
Article L. 22-10-11, 4° n/a
4.5 Control mechanisms provided for in a potential employee share ownership scheme, when the
control rights are not exercised by the employees themselves.
Article L. 22-10-11, 5° 2.3.5
4.6 Agreements between shareholders of which the Company is aware and which could lead to
restrictions on the transfer of shares and the exercise of voting rights
Article L. 22-10-11, 6° n/a
4.7 Rules applicable to the appointment and replacement of MB members, as well as amendments
to the Articles of Association of the Company
Article L. 22-10-11, 7° 2.2.1 - 7.6.5.1
4.8 Powers of the MB, in particular regarding share issues and buybacks Article L. 22-10-11, 8° 2.2.1 - 7.3 - 7.5
4.9 Agreements entered into by the Company that are amended or terminated in the event of a
change in control of the Company, unless disclosure of such agreements would be detrimental to
the Company’s interests, except where legally required
Article L. 22-10-11, 9° n/a
4.10 Agreements providing for compensation for members of the MB, or employees in the event of
resignation or dismissal without real and serious cause, or of termination of employment as a
consequence of a public offer to purchase of exchange shares
Article L. 22-10-11, 10° n/a
5. OBSERVATIONS OF THE SUPERVISORY BOARD ON THE REPORT OF THE MANAGEMENT
BOARD AND THE ANNUAL ACCOUNTS
Article L. 225-68, last paragraph 2.5
8.6 Cross-reference tables
Additional information
