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UNIBAIL-RODAMCO-WESTFIELD UNIBAIL-RODAMCO-WESTFIELD N.V. 2020 ANNUAL REPORT Table of Contents 1. MANAGEMENT BOARD REPORT 3 1.1 GENERAL INFORMATION 4 1.2 BUSINESS REVIEW AND 2020 RESULTS 4 1.3 FINANCIAL REVIEW 2020 RESULTS 9 1.4 DIVIDEND 13 1.5 NON-FINANCIAL INFORMATION 14 1.6 RELATED PARTY TRANSACTIONS 14 1.7 POST-CLOSING EVENTS 15 1.8 OUTLOOK 15 2. CORPORATE GOVERNANCE AND REMUNERATION 16 2.1 CORPORATE GOVERNANCE 17 2.2 REPORT OF THE SUPERVISORY BOARD 21 2.3 REMUNERATION REPORT 36 2.4 REMUNERATION PAID TO THE SB MEMBERS FOR 2020 FINANCIAL YEAR 42 3. FINANCIAL STATEMENTS AS AT DECEMBER 31, 2020 43 3.1 CONSOLIDATED FINANCIAL STATEMENTS 44 3.2 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 49 3.3 COMPANY ONLY FINANCIAL STATEMENTS AS AT DECEMBER 31, 2020 91 3.4 NOTES TO THE COMPANY ONLY FINANCIAL STATEMENTS 92 3.5 OTHER INFORMATION 99 4. RISK FACTORS 106 4.1 RISK MANAGEMENT FRAMEWORK 107 4.2 MAIN RISK FACTORS 113 5. INFORMATION ON THE COMPANY, SHAREHOLDING AND THE SHARE CAPITAL 120 5.1 INFORMATION ON THE COMPANY 121 5.2 SHARE CAPITAL AND OTHER SECURITIES GRANTING ACCESS TO THE SHARE CAPITAL 121 5.3 SHARE BUY-BACK PROGRAMME AND SHARE ISSUANCES 123 5.4 INFORMATION ON THE SHAREHOLDING 123 5.5 ARTICLES OF ASSOCIATION OF THE COMPANY AND CHARTERS OF THE CORPORATE BODIES 125 5.6 BRANCHES 129 5.7 INVESTMENT BY THE COMPANY OUTSIDE THE GROUP 130 6. ADDITIONAL INFORMATION 131 6.1 STATEMENT OF THE PERSONS RESPONSIBLE FOR THE ANNUAL REPORT 132 6.2 AUDITORS 132 6.3 INDEPENDENT APPRAISERS 132 6.4 DOCUMENTS AVAILABLE TO THE PUBLIC 132 6.5 GLOSSARY 133 2 MANAGEMENT BOARD REPORT 3 The Management Board (“MB”) of Unibail-Rodamco-Westfield N.V. (“URW NV” or “the Company”) hereby presents its management report and the consolidated and company only financial statements of URW NV for the period ending December 31, 2020. 1.1 GENERAL INFORMATION URW NV is a public limited liability company under the laws of The Netherlands. The Company was incorporated as Unibail-Rodamco B.V., a private company with limited liability on February 14, 2018 and converted its legal form to a public limited liability company on March 22, 2018. On the same date, the Company changed its name to WFD Unibail-Rodamco N.V. At the Annual General Meeting held at June 9, 2020, the shareholders adopted the name change to Unibail-Rodamco-Westfield N.V. On June 7, 2018, Unibail-Rodamco SE (now known as Unibail-Rodamco-Westfield SE, or “URW SE”) announced it had completed the acquisition of Westfield Corporation (“Westfield”), to create Unibail-Rodamco-Westfield (“URW Group”), the stapled group which, collectively, consists of URW SE, URW NV and their respective controlled undertakings whose financial information is included in their respective consolidated financial reporting, the premier global developer and operator of flagship destinations. URW Group combines two of the strongest and most respected names in the real estate industry to build on their legacies. The acquisition of Westfield is a natural extension of URW SE’s strategy of concentration, differentiation and innovation. Upon completion of the Westfield Transaction, URW SE and Westfield securityholders hold stapled shares, each comprising one ordinary share in the capital of URW SE and one class A share in the capital of URW NV (“Stapled Shares” - see 5.2.2 “authorised share capital – form of shares”). The Stapled Shares are listed on Euronext Amsterdam and Euronext Paris. URW Group has also established a secondary listing on the Australian Securities Exchange to allow former Westfield securityholders to trade Stapled Shares locally in the form of CHESS Depositary Interests (“CDIs”). The main business objectives of the Company and its subsidiaries (together referred to as “the Group”) are to invest in assets, primarily through the direct or indirect acquisition of real estate and to enter into cash pooling arrangements with, to provide financing to, and to furnish guarantees for the benefit of the URW Group and other affiliated bodies of the Company. 1.2 BUSINESS REVIEW AND 2020 RESULTS This section provides an overview of the most significant business events for URW NV in 2020. The Company’s accounts reflect the financial results for the period from January 1, 2020, until December 31, 2020. All references to operational results, such as tenant sales, rents and leases signed, relate to the 12-month period ended December 31, 2020. 1.2.1 ACCOUNTING PRINCIPLES The Group’s consolidated financial statements as at December 31, 2020, were prepared in accordance with International Financial Reporting Standards (“IFRS”) as applicable in the European Union as at such date. The business review and results are presented based on the consolidated financial statements on a proportionate basis, with no impact on the net results. For rent relief granted to tenants in relation to the COVID-19 pandemic and where such relief qualifies as a lease modification because the tenant agrees concessions (e.g. extension of a lease term or higher Sales Based Rent), IFRS 16 applies, under which, the relief is treated as a lease incentive which is straight-lined over the expected term of the lease as a reduction of the Gross Rental Income. Rent reliefs for which a concession is expected and not yet signed are part of the receivables on which an expected credit loss is calculated. In accordance with IFRS 16, rent relief without changes to the lease contract, imposed by laws in force before an event giving rise to the relief or pursuant to a provision in the existing lease contract allowing for rent modification, is directly charged to the income statement as a reduction of the Gross Rental Income. Certain amounts recorded in the consolidated financial statements reflect estimates and assumptions made by management in the evolving context of the COVID-19 pandemic and of difficulties in assessing its impact 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 as well as the testing of goodwill and intangible assets. Due to inherent uncertainties associated with estimates, the Group reviews those estimates based on regularly updated information. Actual results might eventually differ from estimates made at the date of the preparation of the consolidated financial statements. 99% of URW NV’s property portfolio related to the Shopping Centres and Offices and intangible assets were valued by independent appraisers as at December 31, 2020. 1.2.2 DISPOSAL OF SHOPPING CENTRES AND BUYOUT OF SHARES FROM JOINT VENTURE On June 5, 2020, Westfield Meriden, a regional shopping centre in the US with a carrying value of €21.7 Mn was disposed with a financial result impact of -€12.2 Mn. On October 30, 2020, URW NV acquired a 50% remaining stake in a Joint Venture holding five assets in Florida (Westfield Brandon, Westfield Broward, Westfield Citrus Park, Westfield Countryside and Westfield Sarasota) and on that day disposed Westfield Siesta Key, a regional shopping centre with a carrying value of €4.1Mn. The total consideration included cash of €50.7Mn and forgiveness of a partner loan of €2.1Mn. The acquisition in stages from joint venture to subsidiary is considered an asset acquisition rather than a business combination. The fair value of the investment properties acquired at transaction date is €540.5Mn (see note 6.1.2 of the consolidated financial statement) and the fair value of the liabilities is €455 Mn (see note 8.3.3 of the consolidated financial statement). The fair value of the previously held interest at the date that control is obtained is deemed to be the cost for the purposes of accounting for the acquisition of the subsidiary. The resulting revaluation of the investment previously held amounts to €21.5 Mn and is included in valuation movements of investment properties (note 6.1.2 of the consolidated financial statement). After the transaction the company owns 100% of Westfield Brandon, Westfield Broward, Westfield Citrus Park, Westfield Countryside and Westfield Sarasota. These properties and their related mortgage debt are now fully consolidated in URW NV accounts as at December 31, 2020. On December 31, 2020, Westfield Sunrise, a regional shopping centre in the US with a carrying value of €38.7 Mn was disposed with a financial result impact of -€15.6 Mn. 4 1.2.3 CHANGE IN MANAGEMENT BOARD On September 16, 2020, URW SE announced a €9+ Bn RESET plan to strengthen its balance sheet and increase financial flexibility. The RESET plan included a proposed €3.5 Bn capital raise, subject to approval by URW SE’s shareholders. Following the rejection of this plan by the November 10, 2020 URW SE General Meeting and as a result of the shareholder vote three new URW SE Supervisory Board (“SB”) members were elected. In addition, a new URW SE MB structure was announced. During its meeting held on November 18, 2020, upon Governance and Nomination Committee (GNC) recommendation, the SB of URW SE decided to terminate Mr Christophe Cuvillier’s position as Group Chief Executive Officer and Chairman and MB member of URW SE and appointed Mr Jean- Marie Tritant, formerly President US and MB member of URW NV, as Chief Executive Officer URW SE and Chairman and member of the MB of URW SE, effective from January 1, 2021 for a 4-year term. On November 18, 2020, with immediate effect, Mr Jean-Marie Tritant resigned from his position as MB member of URW NV.
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