Unibail Rodamco Westfield : 2021 Notice of Meeting

2021

Notice of Meeting to the General Meeting

UNIBAIL-RODAMCO-WESTFIELD SE

Combined General Meeting

Wednesday May 12, 2021,

at 10:30 a.m.

2021 COMBINED GENERAL MEETING OF UNIBAIL-RODAMCO-WESTFIELD SE

WEDNESDAY MAY 12, 2021, AT 10:30 AM

7, PLACE DU CHANCELIER ADENAUER - 75016 PARIS, FRANCE (closed session)

TABLE OF CONTENTS

MANAGEMENT BOARD CHAIRMAN AND

SUPERVISORY BOARD CHAIRMAN LETTER 1

1 UNIBAIL-RODAMCO-WESTFIELD GROUP IN 2020 3

1.A Key facts 3

1.B Summary presentation of Unibail-Rodamco-Westfield Group's position 4

• 2 COMBINED GENERAL MEETING

  OF UNIBAIL-RODAMCO-WESTFIELD SE 7

  2.A Agenda of the General Meeting 7

  • 2.B Proposed resolutions, Management Board report

    and comments of the Supervisory Board 9

  • 2.C Proposal of modification of some Articles of the Articles of Association

    of the Company 35

• 3 GOVERNANCE OF UNIBAIL-RODAMCO-WESTFIELD SE 41

  3.A Presentation of the Management and Supervisory Boards 41

  3.B Profiles of the Supervisory Board members submitted for renewal,

ratification and nomination 43

4 HOW TO PARTICIPATE IN THE GENERAL MEETING 49

4.A How to take part in the General Meeting? 49

4.B How to register for E-notice of Meeting? 53

4.C Request for documents and information 53

The Universal Registration

Document is available on the website

www.urw.com

Notice of meeting 2021 / UNIBAIL-RODAMCO-WESTFIELD SE

1

2021 Combined General Meeting of Unibail-Rodamco-Westfield SE

JEAN-MARIE TRITANT

Chief Executive Officer and Chairman of the Management Board

UNIBAIL-RODAMCO-WESTFIELD SE

LÉON BRESSLER

Chairman of the Supervisory Board

MANAGEMENT BOARD CHAIRMAN AND SUPERVISORY BOARD CHAIRMAN LETTER

Dear Shareholder,We are pleased to inform you that the Unibail-Rodamco-Westfield SE General Meeting will be held on May 12, 2021, at 10:30 a.m., in the registered office of the Company.

Due to the COVID-19 pandemic and in accordance with the legal and regulatory provisions in force, the Combined General Meeting of the Company will exceptionally be held in closed session, without the physical presence of its shareholders and other persons entitled to attend. We regret that this major annual event cannot be held in your presence.

The Unibail-Rodamco-Westfield Group ("URW") showed extraordinary resilience in extreme operating conditions as a result of the ongoing impact of COVID-19. Our network of centres saw only 70 days of normal operations before the pandemic hit, leading to an average of over 90 days closed, plus wide-ranging restrictions for the remainder of the year. We also saw the complete shutdown of our Congress & Exhibition operations from March which continues to this day.

In this challenging context, URW started the year strongly and despite the operational constraints faced, saw positive consumer demand for the Group's high-quality destinations whenever restrictions were eased or lifted. Our teams were fully committed to ensuring there was no reason under our control to prevent customers from visiting our centres, deploying industry leading health and safety protocols.

Our capacity to innovate, even in this challenging environment, allowed the Group to deliver dynamic solutions for tenants, activating additional outdoor space to boost sales and introducing new services such as click and collect and store appointment bookings which will remain in a post-Covid environment as part of the continued shift to omnichannel retail. Our partnership with retailers extended to our approach to rent negotiations based on a principle of "sharing the burden", which allowed us to achieve a solid 80 per cent rent collection rate for the year.

Looking ahead, leading and emerging brands have already chosen URW locations to sign leases and open stores as they prepare for the market rebound. The crisis has accelerated the evolution of retail, and our centres are proving to be attractive for high potential sectors such as innovative automotive, digitally native vertical brands and emerging leisure concepts seeking out first locations to acquire clients and boost their topline.

The Group was also able to maintain its commitment to the communities where it operates throughout 2020 as part of its Better Places 2030 strategy, with over 245 initiatives Group wide.

Deleveraging remains the key priority for the Group. This will be driven by the completion of European disposals worth €4 billion by the end of 2022 (of which €800 million have already been achieved) and the implementation of a US disposal program in the next two years, supported by the return of strong economic growth, to make URW a Europe focused player. The issuance of €2 billion of bonds in November 2020 at favourable terms demonstrated the Group's continued access to credit markets and ample liquidity to allow us to achieve our objectives in an effective and orderly way.

In terms of governance, the composition of the Supervisory Board has been thoroughly renewed with the Board welcoming three new members: Ms Susana Gallardo, Mr Xavier Niel and Mr Léon Bressler who was appointed Chairman of the Supervisory Board on November 13, 2020.

At the end of the same meeting, which ratified a major strategic shift for the Group, Ms Sophie Stabile, Ms Jacqueline Tammenoms-Bakker, Mr Jacques Stern and Mr Philippe Colombel resigned. Since then, Ms Jill Granoff has decided not to seek reappointment due to the Group's reduced focus on the US and Mr Colin Dyer will leave the Board following the 2021 Annual General Meeting after having ensured a smooth transition to guarantee the continuity of the Group's operations.

The Board would like to thank them for their continued commitment and dedication to their duties in what has been an extremely challenging environment.

The Supervisory Board was strengthened by the appointment of Ms Julie Avrane-Chopard and Ms Cécile Cabanis as Vice-Chair of the Board and Chair of the Audit Committee. In addition to ratifying these appointments, the shareholders are requested to vote on the appointment of Ms Aline Sylla-Walbaum and to renew the appointment of Mr John McFarlane.

2

2021 Combined General Meeting of Unibail-Rodamco-Westfield SE

The Board would also like to thank Mr Christophe Cuvillier and Mr Jaap Tonckens who preserved the operational management of the Group in 2020 during an unprecedented global health crisis that led to the temporary closure of almost all of its assets, and who subsequently contributed to a smooth transition before the installation of the new Management Board. This enlarged Management Board is now comprised of: Mr Jean-Marie Tritant (Chairman of the Management Board), Mr Fabrice Mouchel (Chief Financial Officer), Mr Olivier Bossard (Chief Investment Officer) and Ms. Astrid Panosyan (Chief Resources Officer).

With a clear focus on execution in the coming years, the Group can rely on a solid governance and is now led by an extended Management Board and empowered regional teams. We have the right assets, resources and structure to succeed.

Notice of meeting 2021 / UNIBAIL-RODAMCO-WESTFIELD SE

You will find, hereafter, all the relevant information regarding the Unibail-Rodamco-Westfield SE General Meeting, including the text of the resolutions to be voted upon. More information about the Group, together with the Universal Registration Document, can be found and downloaded on the Unibail-Rodamco-Westfield website:www.urw.com.

We thank you for your continued support to our Group.

Léon Bressler

Chairman of the Supervisory Board

Jean-Marie Tritant

Chief Executive Officer and Chairman of the Management Board