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12 December 2017 the Manager Company Announcements Office 12 December 2017 Westfield Corporation Level 29 The Manager 85 Castlereagh Street Company Announcements Office Sydney NSW 2000 ASX Limited GPO Box 4004 Sydney NSW 2001 Level 4, Exchange Centre Australia 20 Bridge Street Telephone 02 9273 2000 SYDNEY NSW 2000 Facsimile 02 9358 7241 Internet www.westfieldcorp.com Dear Sir/Madam WESTFIELD CORPORATION (ASX: WFD) AND UNIBAIL-RODAMCO SE (EURONEXT: UL) - JOINT MEDIA RELEASE UNIBAIL-RODAMCO AND WESTFIELD CORPORATION ANNOUNCE THE CREATION OF THE WORLD’S PREMIER DEVELOPER AND OPERATOR OF FLAGSHIP SHOPPING DESTINATIONS Attached is a media release in relation to Westfield Corporation and Unibail-Rodamco SE. Yours faithfully WESTFIELD CORPORATION Simon Tuxen Company Secretary Encl. Westfield Corporation Limited ABN 12 166 995 197 Westfield America Management Limited ABN 66 072 780 619 AFS Licence 230324 as responsible entity of Westfield America Trust ABN 27 374 714 905 ARSN 092 058 449 and as responsible entity of WFD Trust ABN 50 598 857 938 ARSN 168 765 875 PRESS RELEASE UNIBAIL-RODAMCO AND WESTFIELD CORPORATION ANNOUNCE THE CREATION OF THE WORLD’S PREMIER DEVELOPER AND OPERATOR OF FLAGSHIP SHOPPING DESTINATIONS Paris, Amsterdam, Sydney – December 12, 2017 Unibail-Rodamco SE (“Unibail-Rodamco”) and Westfield Corporation (“Westfield”) announce that Unibail- Rodamco has entered into an agreement to acquire Westfield to create the world’s premier developer and operator of flagship shopping destinations (the “Group”). The proposed transaction (the “Transaction”) has been unanimously recommended by Westfield’s Board of Directors 1 and Unibail-Rodamco’s Supervisory Board. Under the terms of the agreement, Westfield securityholders will receive a combination of cash and shares in Unibail-Rodamco2, valuing each Westfield security at a price of US$7.55 (or A$10.01)3 and representing a premium of 17.8% to Westfield’s closing security price on December 11, 2017. The Transaction implies an enterprise value for Westfield of US$24.7 billion4. The business combination is a unique value proposition for both Unibail-Rodamco shareholders and Westfield securityholders, who will benefit from: The creation of a global property leader with €61.1 billion (US$72.2 billion) of Gross Market Value (“GMV”)5, strategically positioned in 27 of the world’s most attractive retail markets and cities ; A unique platform of 104 assets6 attracting 1.2 billion visits annually, creating a must-have partner for all global retailers and brands across Europe and select markets in the United States. 56 of the 104 assets, representing 84% of the combined GMV, are flagship shopping destinations ; The progressive roll-out of the world famous Westfield brand in the Group’s flagship shopping destinations ; Strong organic long-term growth prospects through the world’s largest development pipeline of €12.3 billion7 focused on flagship assets in key markets ; A value creating transaction, which Unibail-Rodamco expects to be accretive to its recurring earnings per share in the first full year8, with expected run-rate synergies of €100 million per annum9 ; A robust balance sheet, with an expected credit rating in the “A” category post Transaction and an expected pro forma Loan-To-Value (“LTV”)10 of 39% as at June 30, 201711, well within Unibail- Rodamco’s historical objective of between 35% and 45% ; 1 In the absence of a Superior Proposal and subject to an Independent Expert concluding that the Transaction is in the best interests of Westfield securityholders. 2 Comprising Unibail-Rodamco shares and shares in a new Dutch REIT (Real Estate Investment Trust) to be formed which, at closing, will be stapled together and will trade as a single security. Refer to structure details below. 3 Based on Unibail-Rodamco’s closing share price of €224.10 on December 11, 2017 and exchange rates of €1 = US$1.1801 and US$1 = AU$1.3266 as at December 11, 2017 (Source: Bloomberg). 4 Enterprise value stated on a proportionate basis. Based on Unibail-Rodamco’s closing share price on December 11, 2017 and assumes 2,100,692,636 Westfield securities on issue (fully diluted). 5 Westfield GMV figures based on net market value as of June 30, 2017, and Unibail-Rodamco’s estimates for transfer taxes and other adjustments from net to gross market value. Unless otherwise stated, all GMV figures in this statement are quoted on a proportionate basis: €43.0 billion for Unibail-Rodamco and €18.1 billion for Westfield. Including 100% of the assets fully consolidated and share of assets accounted for under equity method. 6 As at June 30, 2017, adjusted for disposals and new centre openings in H2-2017. 7 Proportionate total investment cost as of June 30, 2017, adjusted for new centre openings in H2-2017. Westfield figures based on Unibail-Rodamco’s definition of total investment cost. 8 Source: Unibail-Rodamco. 9 Source: Unibail-Rodamco: accretion reflects impact of expected run-rate synergies. 1 An attractive dividend distribution policy, representing 85% to 95% of the Group’s pro forma recurring net earnings ; An efficient structure with the Group operating as a REIT in France, the Netherlands, the United Kingdom and the United States ; An enlarged capital markets profile with a pro forma market capitalization of €31.1 billion12, increased stock liquidity and inclusion in major equity indices in Europe and Australia13 ; A best-in-class management team, leveraging Unibail-Rodamco and Westfield’s superior track records and the strengths of both groups, with the support of their 3,700 employees ; Post Transaction, Christophe Cuvillier will be the Group Chief Executive Officer and Colin Dyer will be the Group Chairman of the Supervisory Board. Commenting on the Transaction, Christophe Cuvillier, Chairman of the Management Board and Chief Executive Officer of Unibail-Rodamco, said: “We are delighted to announce this transaction today. All of us at Unibail-Rodamco have immense respect for what the Lowy family and the Westfield team have accomplished with the Westfield brand and the company’s iconic collection of world class shopping destinations. The acquisition of Westfield is a natural extension of Unibail-Rodamco’s strategy of concentration, differentiation and innovation. It adds a number of new attractive retail markets in London and the wealthiest catchment areas in the United States. It provides a unique platform of superior quality shopping destinations supported by experienced professionals of both Unibail-Rodamco and Westfield. We believe that this transaction represents a compelling opportunity for both companies to realize benefits not available to each company on a standalone basis, and creates a strong and attractive platform for future growth. We look forward to welcoming Westfield’s securityholders as shareholders in the new Group and continuing to create significant value for our existing and new shareholders.” Commenting on the Transaction, Sir Frank Lowy AC, Chairman of the Westfield Board of Directors, said: “The transaction announced today is the culmination of the strategic journey Westfield has been on since its 2014 restructure. We see this transaction as highly compelling for Westfield’s securityholders and Unibail-Rodamco’s shareholders alike. Unibail-Rodamco’s track record makes it the natural home for the legacy of Westfield’s brand and business. We look forward to seeing Westfield continue to grow as part of the world’s premier owner of flagship shopping destinations.” Key transaction terms Under the Transaction terms, Unibail-Rodamco will acquire Westfield for shares and cash via Australian company and trust Schemes of Arrangement. The consideration offered to Westfield’s securityholders comprises 0.01844 Unibail-Rodamco stapled securities (which will trade as one single security)14 (“Scrip Consideration”) plus US$2.67 in cash for each Westfield security (“Cash Consideration”) (together, the “Offer”). 10 Consolidated LTV as per Unibail-Rodamco’s definition as at June 30, 2017 on a pro forma basis. Assuming issuance of c.€2 billion of deeply subordinated hybrid securities as part of the take out of the acquisition bridge facility. Pro forma proportionate LTV would be 41%. 11 Source: Unibail-Rodamco. 12 Based on Unibail-Rodamco’s share price of €224.10 as at December 11, 2017 and approximately 138.6 million Unibail-Rodamco securities on issue post Transaction. 13 Through CHESS Depositary Interests (CDIs) to be listed on the Australian Securities Exchange. 14 Stapled securities to comprise Unibail-Rodamco shares and shares in a new Dutch REIT to be formed by Unibail-Rodamco, which, at closing, will be stapled together and will trade as a single security. Refer to structure details below. 2 The Offer implies a total value of US$7.55 (or A$10.01) 15 per Westfield security based on Unibail- Rodamco’s closing price of €224.10 on December 11, 2017, representing: A 17.8% premium based on Westfield’s closing security price of US$6.41 (A$8.50) on December 11, 2017; A 22.7% premium based on Westfield’s volume weighted average closing security price over the three months ending December 11, 2017 of US$6.1516. Approximately 38.7 million Unibail-Rodamco stapled securities will be issued to Westfield securityholders to fund the Scrip Consideration17 and a total of US$5.6 billion will be paid as the Cash Consideration, resulting in a 65% stock and 35% cash consideration mix. Post Transaction, existing Unibail-Rodamco shareholders will hold c.72% of the Group’s stapled securities and Westfield securityholders will hold c.28%. The Group intends to establish Chess Depositary Interest (“CDI”) listed on the Australian Securities Exchange (“ASX”), which will be fully exchangeable with the new Group’s stapled securities18 listed in Amsterdam and Paris. Westfield securityholders will be able to elect whether to receive the Scrip Consideration in Unibail-Rodamco stapled securities or the Group’s CDIs. The Group’s CDIs listed on the ASX are expected to be eligible for S&P index inclusion in Australia.
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