Unibail Rodamco Westfield : Minutes of the General Meeting of November 10, 2020

Free translation - Legal version must be in French

UNIBAIL-RODAMCO-WESTFIELD SE

European Company with Management Board and Supervisory Board

Share capital: 692,361,925 euros

Registered Office: 7 place du Chancelier Adenauer - 75016 Paris

Registration number: 682 024 096 R.C.S. Paris

(hereinafter the "Company")

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MINUTES

OF THE COMBINED GENERAL MEETING OF NOVEMBER 10, 2020

November 10, 2020

At 9.00 a.m.

The Chairman notes that the General Meeting is being held in closed session in order to protect the health and safety of all, including shareholders, employees, customers and service providers.

Indeed, given the current confinement measures, the prohibition of gatherings and closure of establishments open to public imposed by Decree no. 2020-1310 of October 29, 2020 to address the COVID-19 epidemic in the current health emergency and in accordance with article 4 of the Order no. 2020-321 of March 25, 2020 adapting the rules for meetings and deliberations of general meetings of legal entities due to the COVID-19 outbreak, the Combined General Meeting of the company Unibail- Rodamco-Westfield SE was held in closed session without the physical presence of the shareholders and other persons entitled to attend, at the 7, place du Chancelier Adenauer - 75016 Paris, convened by the Management Board following advance notices of meeting published in the BALO (Bulletin des Annonces Légales Obligatoires) on September 30, 2020 and October 23, 2020, and furthermore in the Journal Spécial des Sociétés on October 24, 2020 in accordance with Article R. 225-67 of the French Commercial Code.

The Chairman explains that in, accordance with the applicable stock exchange regulations, the Unibail-Rodamco-Westfield Group was required to announce the results of the vote of this General Meeting yesterday.

The General Meeting proceeded to the constitution of the bureau as indicated in a press release dated November 9, 2020, as follows:

• The General Meeting is chaired by Mr. Colin Dyer, appointed for this purpose by the Supervisory Board in his capacity as Chairman of the Supervisory Board.
• Mr. Philippe Colombel and Mr. Jean-Marie Tritant, both shareholders being present, and appointed for this purpose by the Management Board, are appointed to act as scrutineers.
• Mr. David Zeitoun, Group General Counsel, is appointed to act as Secretary.

The Statutory Auditors, ERNST & YOUNG AUDIT, represented by Mr. Jean-Yves Jegourel and DELOITTE & ASSOCIES, represented by Mr. Emmanuel Gadret and Mr. Emmanuel Proudhon, were invited to the meeting within the legal time limits.

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Unibail-Rodamco-Westfield SE - Minutes of the Combined General Meeting on November 10, 2020

Free translation - Legal version must be in French

Mr. David Zeitoun recalls that on October 15, 2020, Flagship Retail Investment and Rock Investment, shareholders acting in concert, requested the inclusion on the agenda of this General Meeting of three draft resolutions for the appointment of three new members of the Supervisory Board of the Company. These draft resolutions, not approved by the Management Board following the recommendation of the Supervisory Board, have been added to the agenda of this General Meeting.

Mr. David Zeitoun specifies that the proceedings of this General Meeting will be broadcast live and will remain available on the Company's website. He also specifies that Mr. Raphaël Perrot, a court bailiff, was mandated to certify the regularity of today's General Meeting.

Mr. David Zeitoun specifies that the quorum needed for this General Meeting, at a first notice of meeting, is:

• a fifth of the shares with voting rights, totalling 27,693,677 shares, for the resolutions within the authority of the ordinary general meeting,
• a quarter of the shares with voting rights, totalling 34,617,097 shares, for the resolutions within the authority of the extraordinary general meeting.

The calculation of the quorum for the General Meeting is based on the 138,468,385 shares, composing the share capital of the Company and having voting rights.

He reminds that shareholders were able to cast their votes remotely: by internet on the secure voting platform VOTACCESS and by post using the postal voting forms.

Mr. David Zeitoun confirms then that the shareholders represented or those who have voted by post, own 82,168,528 shares for the ordinary part and 82,176,543 shares for the extraordinary part, i.e. 59.34% shares with voting rights, allocated as follows:

For the ordinary part:

• 4,912 postal votes totalling 81,064,526 shares, which is 58.54% of shares with voting rights;
• 760 proxies given to the Chairman totalling 1,104,002 shares, which is 0.80% of shares with voting rights,

For the extraordinary part:

• 4,909 postal votes totalling 81,070,667 shares, which is 58.54% of shares with voting rights;
• 754 proxies given to the Chairman totalling 1,105,876 shares, which is 0.80% of shares with voting rights,

thus, more than one quarter of the shares with voting rights for the ordinary and the extraordinary part.

Mr. David Zeitoun notes that since this was a General Meeting held in closed session, without a vote in session, this quorum is final.

Accordingly, the required quorum is reached, the Chairman declares that the General Meeting is properly constituted and can validly deliberate on ordinary and extraordinary matters.

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Unibail-Rodamco-Westfield SE - Minutes of the Combined General Meeting on November 10, 2020

Free translation - Legal version must be in French

The General Meeting has been called to consider the following agenda:

Agenda adopted by the Management Board and the Supervisory Board

1. Delegation of authority granted to the Management Board to issue ordinary shares of the Company with preferential subscription rights
2. 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 plan (Plan d'Épargne Entreprise), without preferential subscription rights, in accordance with Articles L. 3332-18 et seq. of the French Labour Code
3. Powers for formalities

Supplementary agenda resulting from the draft resolutions proposed by Flagship Retail Investment and Rock Investment (not approved by the Management Board and the Supervisory Board)

1. Appointment of Mr. Léon Bressler as a member of the Supervisory Board of Unibail- Rodamco-Westfield SE
2. Appointment of Mrs. Susana Gallardo as a member of the Supervisory Board of Unibail- Rodamco-Westfield SE
3. Appointment of Mr. Xavier Niel as a member of the Supervisory Board of Unibail-Rodamco- Westfield SE

All the documents regarding this General Meeting have been made available to the shareholders within the legal time limits and are available at the Company's registered office and on its website, in the Annual General Meetings section.

Beforehand, the Chairman of the Management Board notes, as the voting results of this Meeting was considered "sensitive", the Company made these communications the day before the opening of the Australian financial market, in order to avoid any potential information leakage.

Presenting the documents available on the website (webcast) in French and in English, the Chairman of the Management Board summarised the structure of the Reset plan and its rationale: the reduction of the Group's debt, the maintenance of a high credit rating and permanent access to the debt market. He then describes the Group's activity and the measures to be taken to strengthen its financial position.

The Chairman of the Management Board continues his presentation by thanking the teams of the Unibail-Rodamco-Westfield Group for their commitment before expressing his conviction regarding the future of destination shopping centers as long as the Group continues to anticipate, understand and respond to customer expectations.

Next, Mr. David Zeitoun says that the shareholders had had the opportunity to use a specific email address to ask their written questions.

The Company received seventeen written questions within the meaning of Articles L.225-108 and R.225-84 of the French Commercial Code. Given the number of questions, shareholders were invited to read all the questions and answers on the Company's website in the section dedicated to the General Meeting of November 10, 2020.

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Unibail-Rodamco-Westfield SE - Minutes of the Combined General Meeting on November 10, 2020

Free translation - Legal version must be in French

In order to encourage shareholder dialogue and in addition to the submission of written questions in accordance with legal provisions, the shareholders have the possibility to ask questions via a platform made available to them on the Company's website during the Meeting.

First question: Where do the debt covenants typically lay ?

Mr. Fabrice Mouchel, Group Finance Director and Chief Financial Officer Europe, indicates that the Company is mainly subject to three types of banking covenants:

1. the Loan-to-Value ("LTV") ratio which has a threshold level of 60%. He indicated that the
   Group's current level is 42.5% and is far below this debt covenant level;
2. the Interest Cover Ratio ("ICR") (Recurring EBITDA / Recurring Net Financial Expenses
   (including capitalized interest)), which is set at 2x. The Group's current ratio as of September 30 is 4x;
3. a ratio called "FFO/Net Debt" set at 4%. He indicates that the Group's ratio is 5% and therefore it has some flexibility with respect to this covenant level.

Second question: Why were the results of the vote communicated before the General Meeting?

Mr. Christophe Cuvillier specifies that the release of this "sensitive" information had no impact on the results of the votes, as voting was already closed at the time of this communication. This early communication of voting results was in accordance with applicable stock exchange regulations. The Group, which is also listed on the Australian Securities Exchange, was required to announce this information the day before the General Meeting, before the opening of the Australian financial markets.

Third question: Rather than increasing the capital, why not cancel the dividend until the financial situation has improved?

Mr. Christophe Cuvillier notes that the Reset plan was set up in several parts that can be implemented simultaneously and independently of each other. He specifies that it was initially decided to propose to the shareholders' vote the capital increase of €3.5 Bn, which, having been rejected, will no longer take place. He goes on to explain the €4 Bn asset disposal plan and mentions that since the acquisition of Westfield, €5.3 Bn have already been sold under excellent conditions, with a premium on appraised value of more than 5%. He also mentions the proposal to reduce the "cash" portion of the dividend to a maximum annual amount of €250 Mn which would result in savings of €500 Mn based on the dividend paid in 2020 for the year 2019 (€750 Mn), i.e. for the next two years (2021 and 2022) a potential savings of €1 Bn. Finally, he notes that the Group intends to achieve savings of €800 Mn in operating and investment expenditures.

He points out that the Reset plan is for a total of €9.3 Bn, including €3.5 Bn for the capital increase and that the other components of the Reset plan, which are not subject to shareholder approval, will be implemented with the aim of strengthening the Group's financial position.

Mr. Christophe Cuvillier takes advantage of this question to specify that the rejection of the capital increase is not a vote in favor of the plan of the Consortium of shareholders opposed to this increase. He illustrates his remarks with an analysis of the results of the votes.

Finally, he specifies that the Supervisory Board will meet in the coming days, at the initiative of Mr. Colin Dyer, to discuss the results of this General Meeting and to seek other solutions to rapidly reduce the Group's debt ratio. He hopes that recent events, and in particular the announcement of a Covid-

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Unibail-Rodamco-Westfield SE - Minutes of the Combined General Meeting on November 10, 2020