Slides
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Annual General Meeting 2025
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Léon Bressler
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3 Documents available to shareholders Including: — A notice of meeting to this General Meeting was published in the Bulletin des Annonces Légales Obligatoires on March 21, 2025 as well as a notice of availability of the 2024 URD — A notice of availability of the explanatory documentation was published on April 7, 2025 — A convening notice was published in the legal notices newspaper Journal Spécial des Sociétés on April 9, 2025 No request for the inclusion of drafts of resolutions on the agenda has been made by any shareholder. The documents and information required by the applicable laws have been made available to the shareholders 2025 ANNUAL GENERAL MEETING
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WRITTEN QUESTIONS Westfield Arkadia, August 2024
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QUORUM Westfield Les 4 Temps, December 2024
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INTERVENTION FROM JEAN - MARIE TRITANT CHAIRMAN OF THE MANAGEMENT BOARD Olympic Festival celebrations, Westfield Mall of Scandinavia, August 2024
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Key achievements in 2024 7 1. Net Operating Income 2. Net Rental Income 3. Net margin at 100% 4. Contribution to the proportionate net debt reduction of disposals completed or secured since January 2024 5. Equity repayment, pursuant to article 112-1 of the French General Tax Code 6. Subject to approval by Annual General Meeting of Unibail-Rodamco-Westfield SE to be held on April 29, 2025 2025 ANNUAL GENERAL MEETING Strong retail performance supported by increased tenant sales and footfall and dynamic leasing activity reaching the highest level of occupancy since 2017 Record results for Convention & Exhibition, up +66.0%(1) on the back of successful Paris 2024 Olympics, and Offices up +22.3%(2) Westfield Rise achieved 2024 net margin(3) target of €75 Mn €1.6 Bn of disposal transactions(4) at book value €O.6 Bn acquisition of 3 JV partners’ stakes at attractive terms 2024 AREPS above guidance at €9.85 and a proposed cash distribution(5) of €3.50/share(6) Westfield Days, Westfield Mokotów, September 2024
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1. Group Lfl NRI excluding airports, US Regionals and CBD asset and, for C&E, triennial shows, the impact of the Olympics and deliveries 2. On an IFRS basis 3. IFRS LTV proforma for secured and completed disposals since January 2024 2024 Financial Highlights 2025 ANNUAL GENERAL MEETING 8 LTV reduction(3) vs. FY-2023 -100 bps Net debt to EBITDA(2) vs. 9.3x at FY-2023 8.7x Cost of debt(2) vs. 1.8% at FY-2023 2.0% LFL NRI(1) vs. FY-2023 +6.7%
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+2.6% +0.8% 1. For the scope of tenant sales and footfall, please refer to the appendix to the Press release published on February 13, 2025 2. Please refer to the appendix to the Press release published on February 13, 2025 for further details 3. Sources: Quantaflow, APRESCO, ANC, Polish Council of Shopping, ShopperTrak, PFM Footfall Intelligence, BRC and Placer.ai 4. EPRA vacancy rate, Shopping Centres 5. All letting figures exclude deals <12 months. Usual 3/6/9 leases in France are included in the long -term leases. Figures of 2023 are restated from disposals. MGR uplift is on top of indexed passing rents Strong URW Shopping Centre operational performance 2025 ANNUAL GENERAL MEETING 9 MGR uplift(5)Vacancy rate(4)Sales & footfall(1) -60 bps vs. FY-2023 5.0% 5.4% 5.4% 5.5% 4.8% FY-2018 FY-2019 FY-2023 H1-2024 FY-2024 +4.5% +3.3% +2.3% URW Sales vs. FY-2023 2024 core inflation National Sales Indices(2) vs. FY-2023 URW Footfall vs. FY-2023 Market Footfall vs. FY-2023(3) Total >36 months GLA & MGR signed(5) in k sqm and € Mn 12-36 months (in % of MGR signed) >36 months (in % of MGR signed) 79% 80% 21% 20% 762 793 465444 FY-2023 FY-2024 €586/sqm€582/sqm GLA signed +6.9% +6.5% +10.6% +11.1% FY-2023 FY-2024
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1. For the scope of tenant sales and footfall, please refer to the Press Release published on April 24, 2025 2. All letting figures exclude deals <12 months. Usual 3/6/9 leases in France are included in the long -term leases. All letting figures are restated from disposals of 2019, 2020, 2021, 2022, 2023 and 2024 3. EPRA vacancy rate, Shopping Centres Robust operating performance confirmed in Q1-2025 2025 ANNUAL GENERAL MEETING 10 Sales & Footfall(1) +2.1% Tenant sales vs. Q1-2024 +0.4% Footfall vs. Q1-2024 67.8 70.3 99.2 99.1 100.4 Q1-2019 Q1-2022 Q1-2023 Q1-2024 Q1-2025 MGR signed (in € Mn)(2) Vacancy rate(3) 5.4% 6.4% 8.3% 8.8% 7.0% 7.5% 6.5% 7.2% 5.4% 5.7% 4.8% 5.3% FY-2019 Q1-2020 FY-2020 Q1-2021 FY-2021 Q1-2022 FY-2022 Q1-2023 FY-2023 Q1-2024 FY-2024 Q1-2025 MGR uplift(2) 11.6% 6.8% 9.2% 10.1% 7.9% Q1-2019 Q1-2022 Q1-2023 Q1-2024 Q1-2025
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1. Including Large Format, Immersive Digital Screens and Digital Totems 2. At 100% Westfield Rise successfully achieved its 2024 objectives 2025 ANNUAL GENERAL MEETING 11 ATTRACTIVE TO MAJOR BRANDS 1,361 Physical activations in 2024 (+8% vs. FY-2023) UNPARALLELED IN-MALL MEDIA NETWORK Westfield Les 4 Temps, June 2024 Largest interactive indoor screen in Europe 1,800 Screens(1) (+65 vs. FY-2023) DELIVERING STEADY GROWTH Average revenue (€ per visit) €75 Mn 2024 Net Margin(2) 0.05 0.07 0.08 0.10 2021 2022 2023 2024 +38%
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1. Contribution to proportionate net debt reduction for the disposals completed or secured since January 2024, achieved versus last unaffected book value NB: Figures may not add up due to rounding €2.0 Bn of disposals achieved at book value(1) 2025 ANNUAL GENERAL MEETING 12 €1.2 Bn NON-CORE RETAIL ASSETS - Equinoccio (Spain) - Westfield Annapolis (US) - La Valentine (France) - Last tranche of Aupark (Slovakia) - Pasing Arcaden (Germany) - Other non-core assets in France and the UK New announcements since FY-2024 results - Bonaire (Q1-2025) - Signing of the sale of an asset in Northern Europe (Q1-2025) Pasing Arcaden, Munich €0.3 Bn MINORITY STAKES IN FLAGSHIP RETAIL ASSETS - 25% stake in Centrum Černý Most (Czech Republic) - 15% stake in Westfield Forum des Halles (France) Westfield Forum des Halles, Paris €0.5 Bn OFFICES - Gaîté-Montparnasse Office (France) - 80% stake in Trinity tower (France) Trinity tower, Paris La Défense Including €1.6 Bn disposals completed or secured in 2024
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1. Based on valuation as at December 31, 2024, including an office building in Levallois -Perret 2. Both partners retain the option to transfer the remaining 10.1% of CPP Investments’ interest to URW in 2025 for a cash consideration of up to €65 Mn 3. Average GLA by asset at 100% for the 5 German assets: Minto (Mönchengladbach), Höfe am Brühl (Leipzig), Palais Vest (Recklinghausen), a 50% stake in Paunsdorf Center (Leipzig), and a 20% stake in Gropius Passagen (Berlin) €0.6 Bn(1) of assets acquired at attractive terms 2025 ANNUAL GENERAL MEETING 13 URW SHARE 100% CH Ursynów, Warsaw Opportunity Improvement of the offer & development potential GLA 46,700 sqm Transaction Acquisition of the remaining 50% stake URW SHARE 100% Westfield Montgomery, Washington DC Opportunity Reversionary & densification potential GLA 104,900 sqm Transaction Acquisition of the remaining 50% stake Opportunity Accelerated restructuring & increased optionality Average GLA(3) 68,800 sqm Minto, MönchengladbachURW SHARE 89.9%(2) Transaction Acquisition of 38.9%(2) additional stake in URW Germany Value creation opportunities through JV partner stake acquisitions
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2025 ANNUAL GENERAL MEETING 14 2024 pipeline deliveries 1. Including Entertainment part 2. Including phases already delivered 3. On construction costs at URW share 4. For phases already delivered 5. TIC for the 2024 deliveries excluding Coppermaker Square NB: In the case of staged phases in a project, the date corresponds to the opening date of the main phase Old Orchard Lord & Taylor unit, Chicago URW SHARE 100% Opening May 16 GLA 11,619 sqm Let 95% €0.3 Bn(5) TIC for a blended yield on cost at 6.0% URW SHARE 25% Coppermaker Square, London Delivered in H1-2024 125 flats, i.e. 1,032 to date(2) Final delivery phase in H2-2025 with fully contracted costs(3) Letting status(4) 81% Lightwell, Paris La Défense URW SHARE 100% Delivery October 2 GLA 31,744 sqm Let 80% Opening April 18 GLA 15,992 sqm(1) o/w 5,894 sqm of dining Let 90% Fisketorvet Dining Experience, Copenhagen URW SHARE 100% Opening May 16 GLA 29,377 sqm Let 97% Westfield CNIT, Paris La Défense URW SHARE 100%
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1. In the first 2 weeks Westfield Hamburg-Überseequartier – Retail opening 2025 ANNUAL GENERAL MEETING 15 Westfield Hamburg-Überseequartier Date April 8, 2025 Footfall(1) > 1 Mn visits Letting 95% Certification Concepts 170 retail, dining & entertainment units, 40+ food & dining concepts
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Strategic transformation and significant deleveraging progress 2025 ANNUAL GENERAL MEETING 16 Strategic decision to retain US Flagship assets Gradual deleveraging through retained earnings, disciplined capital allocation & non -core disposals Well-positioned for future growth 2021-24 Challenges Position as of FY-2024URW actions & achievements(1) OPERATIONS – Impact of e-commerce – Covid-19 pandemic – Rising inflation – Highest occupancy since 2017 – +4.7% Lfl EBITDA vs. 2019(3) – Assets gaining market share – 97% of Group portfolio A-rated(4) – Recreated commercial tension through proactive leasing strategy – 3.3 Mn sqm GLA and €1.7 Bn MGR signed – Indexation fully captured – Successful deliveries with €229 Mn NRI(2) BALANCE SHEET – LTV at 44.7%(5) – Net Debt/EBITDA at 14.6x(5) – Rising interest rates – Falling valuations – -400 bps LTV reduction(7) – Net Debt/EBITDA at 8.7x – Stable retail valuations in Europe – Dev. Projects(8) ~ €0.5 Bn post-WHU – Increasing distribution – €6.4 Bn(6) assets divested in line with book value in challenging market – Distribution suspended for 3 years – Effective asset & liability management – Contained cost of debt at or below 2% US EXPOSURE – US retail risk profile – Investment market closed – Integration of Westfield – Successful asset management – 17 US assets divested for $3.3 Bn(9) – -52% US general expenses reduction – +11.3% Lfl NRI growth vs. 2019(10) – 12 of 15 US assets A-rated (97% of US GMV(4)) – Lean operational structure 1. Over 2021–2024 2. Contribution to the 2024 NRI on a proportionate basis 3. Excluding the impact of FX, disposals, pipeline, DD&C and the Olympics 4. In % of assets GMV. Source: Green Street Advisors 5. As at December 31, 2020 6. Contribution to the IFRS net debt reduction of disposals completed or secured since January 2021 7. Proforma from secured and completed disposals since January 2024 8. Committed development pipeline 9. At 100%. Since 2021 10. US Flagships excluding CBD NB: Figures are expressed on IFRS basis
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NB: all quantitative information provided on Better Places scope (owned & managed assets) 1. i.e. 29% of standing European retail assets (target: 100% certified by 2027) 2. Better Places certification’s sustainable standards and criteria were developed in partnership with Bureau Veritas Solutions and WWF France 3. The results are based on the MGR and SBR of the Fashion, Health & Beauty and General Services (Fitness & Entertainment) sector retailers 4. Ranked 24 out of 100 as at January 2025 vs. 70 out of 100 in 2024 5. Category “Europe/Retail/Listed” with a score of 92/100 (+2 points vs. 2023) Industry-leading sustainability roadmap 2025 ANNUAL GENERAL MEETING 17 CONTINUED DELIVERY ON BETTER PLACES COMMITMENTS INTERNATIONAL RECOGNITION A-list of organisations committed to tackling climate change 1st worldwide across sectors One of the 100 most sustainable corporations in the world(4) One of the 100 most sustainable companies in the world 2nd listed retail real estate in Europe(5) ▪ -42% reduction in carbon emissions from Scopes 1, 2 & 3 in 2024 vs. 2015 ▪ -37% reduction in energy intensity in 2024 vs. 2015 ▪ 27.9 MWp of installed on-site renewable energy capacity ▪ 14 assets(1) with Better Places Certification(2) exceeding the initial 2024 target (10 assets) ▪ Sustainable Retail Index now covers 70% of European eligible revenues(3) ▪ 2nd edition of Westfield Good Festival in 37 Westfield assets involving 191 brands and 28 NGOs ▪ 1st Impact Study for a European retail REIT ▪ 21,000 people supported in finding jobs or receiving training ENVIRONMENTAL TRANSITION SUSTAINABLE EXPERIENCE THRIVING COMMUNITIES
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1. Equity repayment, pursuant to article 112-1 of the French General Tax Code 2. Subject to approval by Annual General Meeting of Unibail-Rodamco-Westfield SE to be held on April 29, 2025 Proposed cash distribution in 2025 based on 2024 achievements 2025 ANNUAL GENERAL MEETING 18 Strong operating performance Disposal achievements Access to financing & liquidity position Stabilisation of retail values in Europe CASH DISTRIBUTION(1) €3.50 per share paid in one installment on May 12, 2025(2)
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1. Partly offset by a lower capitalisation of financial expenses 2. Due to the full-year effect of 2024 refinancing activity and a lower cash remuneration 3. For the acquisition of an additional 38.9% stake in URW Germany JV 2025 AREPS guidance 2025 ANNUAL GENERAL MEETING 19 At least 5% underlying growth supported by: ‒ Strong retail operating performance both in Europe and the US ‒ Increased variable income including Westfield Rise ‒ Continued focus on cost discipline ‒ The positive impact of 2024 and 2025 deliveries(1) €9.30 to €9.50 2025 Adjusted Recurring Earnings Per Share‒ 2024 completed disposals, €1.0 Bn disposals already completed for 2025, and active discussions on additional disposals ‒ The one-off impact of the Olympics on the C&E business ‒ A slight increase of the cost of debt(2) ‒ The issuance of 3.254 million URW stapled shares in December 2024(3) and reflecting: Westfield Stratford City
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GOVERNANCE Lightwell
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2025 ANNUAL GENERAL MEETING 21 Anne-Sophie Sancerre Chief Customer & Retail Officer Fabrice Mouchel Chief Financial Officer Jean-Marie Tritant Chief Executive Officer Chairman of the Management Board Vincent Rouget Chief Strategy & Investment Officer Sylvain Montcouquiol Chief Resources & Sustainability Officer on December 4, 2024 MB MANDATES RENEWED The URW SE Management Board April 2025
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1. Subject to the 2025 AGM renewal, ratification and appointments of Ms Julie Avrane, Mr Michaël Boukobza and Mr Xavier Niel 2. Mr Michel Dessolain and Ms Dagmar Kollmann have decided not to seek for renewal of their SB mandates at the 2025 AGM 3. AC: Audit Committee; GNRC: Governance, Nomination and Remuneration Committee URW SE Supervisory Board (SB) – post 2025 AGM(1)(2)(3) 2025 ANNUAL GENERAL MEETING 22 Jacques RICHIER SB Chair, AC Member Independent Joined on May 11, 2023 Roderick MUNSTERS SB Vice-Chair, AC Chair Independent Joined on April 25, 2017 Aline SYLLA-WALBAUM GNRC Chair Independent Joined on May 12, 2021 Susana GALLARDO GNRC Member Independent Joined on Nov 10, 2020 Sara LUCAS AC Member Independent Joined on May 11, 2023 RENEWAL Julie AVRANE GNRC Member Independent Joined on Dec 23, 2020; Renewed on April 29, 2025 Michaël BOUKOBZA GNRC Member Non independent Co-opted on October 4, 2024; Ratified and appointed on April 29, 2025 RATIFICATION / APPOINTMENT Xavier NIEL AC Member Non independent Joined on Nov 10, 2020; Re-appointed on April 29, 2025 APPOINTMENT
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Post 2025 AGM(1) 1. Subject to the 2025 AGM renewal, ratification and appointments of Ms Julie Avrane, Mr Michaël Boukobza and Mr Xavier Niel 2. Some members have dual nationalities The URW SE Supervisory Board 2025 ANNUAL GENERAL MEETING 23 Gender 50% 50% Areas of expertise (out of 8 members) 8 6 6 7 5 7 5 8 5 Executive or Board Member Retail/Real Estate/Asset Mgmt Finance/Audit ESG/Sustainability Restructuring/Disposals/Divestments Corp. Governance/Remuneration Risk/Compliance International Experience Digital/e-Commerce 6 1 1 1 1 Nationalities(2) Independence 75% Spanish Dutch British French Canadian 5
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2024 REMUNERATION & 2025 REMUNERATION POLICY Westfield Chodov
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1. Share ownership requirement for other MB members: 200% of Fixed Income 2024 Short-Term Incentive payouts adjusted Stable incentive design, reinforced toward long-term 2025 ANNUAL GENERAL MEETING 25 2025 remuneration structure more long-term focused 27% 32% 41% Short-Term Incentives (target) FixedLong-Term Incentives (target) 73% variable CEO share ownership requirement: 300% of Fixed Income(1) – Long-Term Incentives: stronger long-term focus in the total package. LTI quantum reinforced to a target of 150% of the fixed income (from 125% previously). The range is 120%-180% – The 2025 awards are proposed at 125%, in the low end of the range – No change in design: the performance measures used in short- and long-term incentives are unchanged in 2025 – Fixed remuneration reviewed upon mandate renewal, after 4 years without increase for CEO and CFO. No further increase for 4 years 2024 short term incentive reduced – Due to strong operational and financial performance in 2024, the Short-Term Incentive results in a payout of 119.4% for the CEO – In the context of the delays of the Westfield Hamburg- Überseequartier project, the Management Board proposed a 20% reduction in their annual incentive, which the Supervisory Board approved – Overall payout therefore stands at 95.5% for the CEO Impact of adjustment for the CEO 119.4%Initial calculation 95.5%Payment approved by the SB 20% reduction
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STATUTORY AUDITORS ’ REPORTS Westfield Mokotów
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Statutory auditors’ reports 2025 ANNUAL GENERAL MEETING 27 – Report on the annual financial statements – Report on the consolidated financial statements – Special report on related party agreements Ordinary General Meeting – Reports related to transactions on the capital Extraordinary General Meeting
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Report on annual financial statements 2025 ANNUAL GENERAL MEETING 28 RESOLUTION NO. 1 – Key audit matters: – Evaluation of investments in subsidiaries and related receivables – Accounting for financial debt and derivative financial instruments – 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 December 31, 2024 and of the results of its operations for the year then ended in accordance with French accounting principles.
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Report on the consolidated financial statements 2025 ANNUAL GENERAL MEETING 29 RESOLUTION NO. 2 – Key audit matters: – Valuation of the investment property portfolio, including investment properties under construction, either held directly or within joint ventures – Recoverable amount of intangible assets with an indefinite useful life and goodwill related to the Westfield acquisition – Accounting for financial debt and related derivative financial instruments – 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 December 31, 2024 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.
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Special report on related party agreements 2025 ANNUAL GENERAL MEETING 30 RESOLUTION NO. 5
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Special reports regarding transactions on the capital 2025 ANNUAL GENERAL MEETING 31 Authorizations granted to the Management Board 1/2 RESOLUTION NO. 21Authorization to reduce the share capital by the cancelling of shares bought back by the Company RESOLUTION NO. 22Authorization to increase the share capital by issuing ordinary shares and/or securities giving immediate access and/or in the future to the share capital of the Company or one of its subsidiaries and/or debt securities, with pre-emptive subscription rights We have nothing to report on these transactions, which comply with the conditions provided by the French Commercial Code RESOLUTION NO. 23Authorization to increase the share capital by issuing ordinary shares and/or securities giving immediate access and/or in the future to the share capital of the Company or one of its subsidiaries and/or debt securities, without pre-emptive subscription rights through a public offering referred to in Article L. 411-2, 1° of the French Monetary and Financial Code RESOLUTION NO. 24Authorization to increase the share capital by issuing ordinary shares and/or securities giving immediate access and/or in the future to the share capital of the Company or one of its subsidiaries and/or debt securities, without pre-emptive subscription rights, for the benefit of one or more specifically designated persons RESOLUTION NO. 26Authorization to increase the share capital by issuing ordinary shares and/or securities giving access to the share capital of the Company without pre-emptive subscription rights, in payment for assets contributed to the Company RESOLUTION NO. 27Authorization to increase the share capital by issuing ordinary shares and/or securities giving access to the share capital of the Company reserved for participants in Company’s savings plan
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Special reports regarding transactions on the capital 2025 ANNUAL GENERAL MEETING 32 Authorizations granted to the Management Board 2/2 RESOLUTION NO. 28 Authorization to grant options to purchase and/or to subscribe for shares in the Company and/or Stapled Shares, without pre-emptive subscription rights, to the benefit of employees and executive officers of the Company and its subsidiaries Authorization to grant free shares in the Company and/or Stapled Shares to the benefit of employees and executive officers of the Company and/or its subsidiaries RESOLUTION NO. 29 We have nothing to report on these transactions, which comply with the conditions provided by the French Commercial Code
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FINAL QUORUM Westfield Centro
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SHAREHOLDERS ’ QUESTIONS Westfield Century City, April 2024
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Resolutions submitted to the combined general meeting 2025 ANNUAL GENERAL MEETING 35
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Operation for voting boxes 2025 ANNUAL GENERAL MEETING 36 BUTTONS TO USE Shareholder code OGM Vote EGM Vote UNIBAIL Other buttons are not considered Your voting box is strictly personal The number of votes, corresponding to the number of shares you hold and/or represent, is indicated on the screen As soon as the resolution appears on the screen, it is indicated The vote is open! The voting time is represented by an electronic hourglass which fills up The vote is open! During the vote, Please turn off your mobile phones Please return your voting box when you leave the meeting
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Resolutions submitted to the ordinary general meeting 2025 ANNUAL GENERAL MEETING 37 RESOLUTION NO. 1 – Approval of the statutory financial statements for the year ended December 31, 2024
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Resolutions submitted to the ordinary general meeting 2025 ANNUAL GENERAL MEETING 38 RESOLUTION NO. 2 – Approval of the consolidated financial statements for the year ended December 31, 2024
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Resolutions submitted to the ordinary general meeting 2025 ANNUAL GENERAL MEETING 39 RESOLUTION NO. 3 – Allocation of net income for the year ended December 31, 2024
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Resolutions submitted to the ordinary general meeting 2025 ANNUAL GENERAL MEETING 40 RESOLUTION NO. 4 – Distribution of an amount deducted from the “Additional paid-in capital” account
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Resolutions submitted to the ordinary general meeting 2025 ANNUAL GENERAL MEETING 41 RESOLUTION NO. 5 – Approval of the Statutory Auditors’ special report on related party agreements governed by Articles L. 225-86 et seq. of the French Commercial Code and ratification of the amendment to the “Participation Maintenance Subscription Right Agreement” entered into on July 9, 2024 between your company and Unibail-Rodamco- Westfield N.V.
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Resolutions submitted to the ordinary general meeting 2025 ANNUAL GENERAL MEETING 42 RESOLUTION NO. 6 – Approval of the total remuneration and benefits of any kind paid during the financial year ended December 31, 2024 or granted in respect of the same financial year to Mr Jean-Marie Tritant, as Chairman of the Management Board
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Resolutions submitted to the ordinary general meeting 2025 ANNUAL GENERAL MEETING 43 RESOLUTION NO. 7 – Approval of the total remuneration and benefits of any kind paid during the financial year ended December 31, 2024 or granted in respect of the same financial year to Mr Fabrice Mouchel, as member of the Management Board
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Resolutions submitted to the ordinary general meeting 2025 ANNUAL GENERAL MEETING 44 RESOLUTION NO. 8 – Approval of the total remuneration and benefits of any kind paid during the financial year ended December 31, 2024 or granted in respect of the same financial year to Mr Vincent Rouget, as member of the Management Board
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Resolutions submitted to the ordinary general meeting 2025 ANNUAL GENERAL MEETING 45 RESOLUTION NO. 9 – Approval of the total remuneration and benefits of any kind paid during the financial year ended December 31, 2024 or granted in respect of the same financial year to Ms Anne-Sophie Sancerre, as member of the Management Board
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Resolutions submitted to the ordinary general meeting 2025 ANNUAL GENERAL MEETING 46 RESOLUTION NO. 10 – Approval of the total remuneration and benefits of any kind paid during the financial year ended December 31, 2024 or granted in respect of the same financial year to Mr Sylvain Montcouquiol, as member of the Management Board
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Resolutions submitted to the ordinary general meeting 2025 ANNUAL GENERAL MEETING 47 RESOLUTION NO. 11 – Approval of the total remuneration and benefits of any kind paid during the financial year ended December 31, 2024 or granted in respect of the same financial year to Mr Jacques Richier, as Chairman of the Supervisory Board
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Resolutions submitted to the ordinary general meeting 2025 ANNUAL GENERAL MEETING 48 RESOLUTION NO. 12 – Approval of the information relating to the remuneration of the corporate officers mentioned in Article L. 22-10- 9 I° of the French Commercial Code for the year ended December 31, 2024
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Resolutions submitted to the ordinary general meeting 2025 ANNUAL GENERAL MEETING 49 RESOLUTION NO. 13 – Approval of the remuneration policy of the Chairman of the Management Board
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Resolutions submitted to the ordinary general meeting 2025 ANNUAL GENERAL MEETING 50 RESOLUTION NO. 14 – Approval of the remuneration policy of the members of the Management Board, other than the Chairman
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Resolutions submitted to the ordinary general meeting 2025 ANNUAL GENERAL MEETING 51 RESOLUTION NO. 15 – Approval of the remuneration policy of the members of the Supervisory Board
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Resolutions submitted to the ordinary general meeting 2025 ANNUAL GENERAL MEETING 52 RESOLUTION NO. 16 – Ratification of the co-optation of Mr Michaël Boukobza as member of the Supervisory Board Michaël BOUKOBZA Governance, Nomination & Remuneration Committee member Non independent – Co-opted on October 4, 2024 – 100% Supervisory Board attendance & 100% Governance, Nomination and Remuneration Committee attendance in 2024 since his co-optation
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1. To allow for a staggered renewal of terms of office, Mr Michaël Boukobza has proposed to resign with effect from this AGM and to stand for appointment for a 3-year term. Resolutions submitted to the ordinary general meeting 2025 ANNUAL GENERAL MEETING 53 RESOLUTION NO. 1 7 – Appointment of Mr Michaël Boukobza as member of the Supervisory Board Michaël BOUKOBZA Governance, Nomination & Remuneration Committee member Non independent – To be appointed for a 3-year term(1) – 100% Supervisory Board attendance & 100% Governance, Nomination and Remuneration Committee attendance in 2024 since his co-optation – Would be appointed as member of the Governance, Nomination and Remuneration Committee
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1. Until October 4, 2024 Resolutions submitted to the ordinary general meeting 2025 ANNUAL GENERAL MEETING 54 RESOLUTION NO. 18 Xavier NIEL Governance, Nomination & Remuneration Committee member(1) Non independent – First appointment as Supervisory Board member in November 2020 – To be appointed for a new 3-year term – 100% Supervisory Board attendance & 83% Governance, Nomination and Remuneration Committee attendance in 2024(1) – Would be appointed as Audit Committee member – Appointment of Mr Xavier Niel as member of the Supervisory Board
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Resolutions submitted to the ordinary general meeting 2025 ANNUAL GENERAL MEETING 55 RESOLUTION NO. 19 – Renewal of the term of office of Ms Julie Avrane as member of the Supervisory Board Julie AVRANE Audit Committee member Independent – Appointed in December 2020 – To be renewed for a 3-year term – 100% Supervisory Board attendance & 100% Audit Committee attendance in 2024 – Would be appointed as Governance, Nomination and Remuneration Committee member
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Resolutions submitted to the ordinary general meeting 2025 ANNUAL GENERAL MEETING 56 RESOLUTION NO. 20 – Authorisation granted to the Management Board to enable the Company to purchase its shares in accordance with Article L. 22-10-62 of the French Commercial Code ‒ 18 months ‒ € 1.5 Bn ‒ Suspended during a public tender offer
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Resolutions submitted to the extraordinary general meeting 2025 ANNUAL GENERAL MEETING 57 RESOLUTION NO. 21 – Authorisation granted to the Management Board to reduce the share capital by the cancelling of shares bought back by the Company in accordance with Article L. 22-10-62 of the French Commercial Code ‒ 18 months ‒ 10% of the share capital max
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Resolutions submitted to the extraordinary general meeting 2025 ANNUAL GENERAL MEETING 58 RESOLUTION NO. 2 2 – Delegation of authority granted to the Management Board to issue ordinary shares and/or securities giving immediate access and/or in the future to the share capital of the Company or one of its subsidiaries and/or debt securities, with pre-emptive subscription rights ‒ 26 months ‒ Maximum €100 Mn for shares or €3 Bn for debt securities ‒ Suspended during a public tender offer
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Resolutions submitted to the extraordinary general meeting 2025 ANNUAL GENERAL MEETING 59 RESOLUTION NO. 23 – Delegation of authority granted to the Management Board to issue ordinary shares and/or securities giving immediate access and/or in the future to the share capital of the Company or one of its subsidiaries and/or debt securities, without pre-emptive subscription rights, through a public offering referred to in Article L. 411-2, 1° of the French Monetary and Financial Code ‒ 26 months ‒ Maximum €71 Mn for shares or €3 Bn for debt securities ‒ Suspended during a public tender offer
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Resolutions submitted to the extraordinary general meeting 2025 ANNUAL GENERAL MEETING 60 RESOLUTION NO. 2 4 – Delegation of powers granted to the Management Board to issue ordinary shares and/or securities giving immediate access and/or in the future to the share capital of the Company or one of its subsidiaries and/or debt securities, without pre-emptive subscription rights, for the benefit of one or more specifically designed persons ‒ 18 months ‒ Maximum €71 Mn for shares or €3 Bn for debt securities ‒ Suspended during a public tender offer
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Resolutions submitted to the extraordinary general meeting 2025 ANNUAL GENERAL MEETING 61 RESOLUTION NO. 25 – Delegation of authority granted to the Management Board to increase the number of securities to be issued in the event of a share capital increase, with or without pre-emptive subscription rights, pursuant to the 22nd, 23rd and 24th resolutions ‒ 26 months ‒ Maximum amount of 15% of the initial issuance
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Resolutions submitted to the extraordinary general meeting 2025 ANNUAL GENERAL MEETING 62 RESOLUTION NO. 2 6 – Delegation of powers granted to the Management Board to issue ordinary shares and/or securities giving access to the share capital of the Company, without pre-emptive subscription rights, in payment for assets contributed to the Company ‒ 26 months ‒ 10% of the share capital max ‒ Suspended during a public tender offer
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Resolutions submitted to the extraordinary general meeting 2025 ANNUAL GENERAL MEETING 63 RESOLUTION NO. 27 – Delegation of authority granted to the Management Board to increase the share capital by issuing ordinary shares and/or securities giving access to the share capital of the Company reserved for participants in Company savings plans (Plan d’Épargne Entreprise), without pre-emptive subscription rights, in accordance with Articles L. 3332-18 et seq. of the French Labour Code ‒ 18 months ‒ €2 Mn max
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Resolutions submitted to the extraordinary general meeting 2025 ANNUAL GENERAL MEETING 64 RESOLUTION NO. 28 – Authorisation to be granted to the Management Board to grant options to purchase and/or to subscribe for shares in the Company and/or Stapled Shares, without pre-emptive subscription rights, to the benefit of employees and executive officers of the Company and/or its subsidiaries ‒ 38 months ‒ 2% of the fully diluted share capital max
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Resolutions submitted to the extraordinary general meeting 2025 ANNUAL GENERAL MEETING 65 RESOLUTION NO. 29 – Authorisation to be granted to the Management Board to proceed with the free grant of shares in the Company and/or Stapled Shares to the benefit of employees and executive officers of the Company and/or its subsidiaries ‒ 38 months ‒ 1.8% of the fully diluted share capital max
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Resolutions submitted to the extraordinary general meeting 2025 ANNUAL GENERAL MEETING 66 RESOLUTION NO. 30 – Amendments to Article 15 of the Articles of Association, in accordance with the so-called French “Attractiveness” Law of June 13, 2024, allowing the Supervisory Board members (i) to participate in meetings by any means of telecommunication under the conditions provided by regulations, and (ii) to take all decisions by written consultation, including by electronic means.
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Resolutions submitted to the ordinary general meeting 2025 ANNUAL GENERAL MEETING 67 RESOLUTION NO. 31 – Powers for formalities
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