Draft of the Articles of Association submitted to the General Meeting of May 12, 2021

English Free Translation - For information purposes only

UNIBAIL-RODAMCO-WESTFIELD SE

A European Company with Management Board and Supervisory Board

Share capital: €692,361,925

Registered office: 7 place du Chancelier Adenauer, 75016 Paris

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

(the "Company")

ARTICLES OF ASSOCIATION

Updated May 12, 2021

I - LEGAL FORM - CORPORATE OBJECT - NAME - REGISTERED OFFICE - TERM

Article 1

The Company, created in 1968, was converted from a French société anonyme with a Management Board and a Supervisory Board into a European public limited company (Societas Europaea or "SE") with a Management Board and a Supervisory Board by extraordinary resolution of the shareholders dated May 14 2009.

In 2018, the shares of the Company (the "Shares") were stapled on a one-to-one basis with the class A shares of Unibail-Rodamco-Westfield N.V. (the "Unibail-Rodamco-Westfield N.V. A Shares"), a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands and registered with the Dutch Trade Register under number 70898618 ("Unibail-Rodamco-Westfield N.V. ").

The Company is governed by the provisions of the European and French regulations and by these Articles of Association.

Article 2

The Company's corporate object in France and abroad is:

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investment through the acquisition, development, construction, ownership of land, buildings, property assets and rights, and the fitting out of property complexes, with a view to renting them out;

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the management, rental, leasing, divestment or exchange of the above assets, either directly or through taking investments or interest ownerships, or by creating partnerships, companies or consortia;

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more generally, any financial, securities or property transactions directly or indirectly connected with the foregoing object or likely to facilitate its achievement;

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acquiring, owning, divesting investments in any French or foreign legal entities with an activity directly or indirectly linked to the corporate object of the Company or which would favour its development.

Article 3

The Company's name is UNIBAIL-RODAMCO-WESTFIELD SE.

The Company's acronym is URW SE.

Article 4

The Company's registered office is at:

7 place du Chancelier Adenauer, 75016 Paris

Article 5

The term of the Company expires on 22 July 2067, unless wound up early or extended by extraordinary resolution of the shareholders.

II - STAPLED SHARE PRINCIPLE

Any reference in these Articles of Association to "Stapled Share" shall mean a unit formed by one Share and one Unibail-Rodamco-Westfield N.V. A Share.

Any reference in these Articles of Association to "Stapled Group" shall mean: (i) the Company, (ii) Unibail-Rodamco-Westfield N.V., and (iii) the controlled undertakings whose financial information is included in the consolidated financial reporting of the Company and/or Unibail-Rodamco-Westfield N.V.

In order to achieve a situation where holders of Shares, other than any entity of the Stapled Group, hold an interest in both the Company and Unibail-Rodamco-Westfield N.V., as if they held an interest in a single (combined) company:

no Share can be (i) issued to, or subscribed for by, others than any entity of the Stapled Group, (ii) transferred to or, subject to applicable law, pledged or otherwise encumbered by others than any entity of the Stapled Group, or (iii) released from any encumbrance by others than any entity of the Stapled Group, in each case except together with a Unibail-Rodamco-Westfield N.V. A Share in the form of a Stapled Share;

no right to subscribe for one or more Shares can be (i) granted to or exercised by others than any entity of the Stapled Group, (ii) terminated by others than any entity of the Stapled Group, (iii) transferred to or, subject to applicable law, pledged or otherwise encumbered by others than any entity of the Stapled Group, or (iv) released from any encumbrance by others than any entity of the Stapled Group, in each case except together with a corresponding right to subscribe for an equal number of Unibail-Rodamco-Westfield N.V. A Shares in the form of an equal number of Stapled Shares;

all shareholders, other than any entity of the Stapled Group, must refrain from (i) acquiring any Share, (ii) acquiring, exercising or terminating any right to subscribe for one or more Shares, or (iii) creating or acquiring a usufruct, pledge or other encumbrance over any Share or any right to subscribe for one or more Shares, in each case except (if it concerns a Share) together with a Unibail-Rodamco-Westfield N.V. A Share in the form of a Stapled Share or (if it concerns a right to subscribe for one or more Shares) together with a corresponding right to subscribe for an equal number of Unibail-Rodamco-Westfield N.V. A Shares in the form of an equal number of Stapled Shares; and

subject to applicable law, the Management Board and the Supervisory Board shall take all necessary actions to ensure that, at all times, the number of Shares issued and held by others than any entity of the Stapled Group is equal to the number of Unibail-Rodamco-Westfield N.V. A Shares issued and held by others than any entity of the Stapled Group.

The principle and restrictions referred to above in this Article 6, shall be referred to as the "Stapled Share Principle".

The Stapled Share Principle can only be terminated pursuant to an amendment to these Articles of

association to that effect by a resolution of the Company's extraordinary shareholders' meeting. A resolution of the Company's extraordinary shareholders' meeting to effect such an amendment to

these articles of association shall only become effective after the Management Board has confirmed that the shareholders' meeting of Unibail-Rodamco-Westfield N.V. has passed a resolution to terminate the equivalent of the Stapled Share Principle as included in the articles of association of Unibail-Rodamco-Westfield N.V.

III

SHARE CAPITAL - SHARES

The share capital is six hundred and ninety-two million three hundred and sixty-one thousand nine hundred and twenty-five euros (€692,361,925).

This capital is divided into one hundred and thirty-eight million four hundred and seventy-two thousand three hundred and eighty-five (138,472,385) shares with a nominal value of five (5) euros each.

Article 8

The Shares are tradable without restriction, subject to the Stapled Share Principle.

Subject to the rules governing the distribution of dividends and liquidation surpluses set out below, each Share entitles the holder, during the term of the Company or its liquidation, to payment of the same net sum for an equal nominal value in any distribution or redemption such that, where necessary, the total sums shall be divided equally between all the Shares regardless of any exemptions or reductions of tax or any other charges to which the distribution or redemption may give rise.

The share capital may be increased by resolution of the shareholders, subject to the Stapled Share Principle.

The share capital may be reduced by extraordinary resolution of the shareholders, either by reducing the nominal value of the Shares or, subject to the Stapled Share Principle, by reducing the number of Shares in issue.

A resolution to cancel Shares shall only relate to Shares which the Company holds or will acquire from its shareholders.

Each time more than one Share is required to exercise a particular right, shareholders who own only one Share or who do not own the minimum number required may not exercise said right but may at their own initiative group their Shares together for the purpose of exercising said right.

Article 9

The Shares may be in registered or bearer form at the holder's choice.

However, any shareholder other than a natural person who, directly or through entities acting as intermediaries that it controls within the meaning of Article L. 233-3 of the French Commercial Code (Code de commerce), comes to own a percentage of the rights to dividends of the Company at least equal to that referred to in Article 208 C II ter of the French General Taxation Code (Code Général des Impôts) (a "Shareholder Concerned") must, within a maximum period of five stock exchange days, register all the Shares that it owns and arrange for the entities that it controls within the meaning of Article L. 233-3 of the French Commercial Code (Code de commerce) to register all the Shares that they own.

This obligation to register applies to all Shares already owned directly or indirectly and to any that might be acquired in excess of this threshold, and will continue for as long as the Shareholder Concerned holds a direct or indirect stake equal to or in excess of this threshold.

The Shareholder Concerned must, within five stock exchange days of this threshold being exceeded, send the Company a copy of the application for registration, by registered letter with proof of receipt requested. This letter shall not exempt the Shareholder Concerned from the obligation to send the declaration of exceeding the statutory threshold referred to in Article 9 bis below.

In the event of failure to apply for registration of the Shares that it owns in the manner set out above, the Shareholder Concerned that retains its securities in the form of bearer Shares in breach of this Article will be stripped of the right to participate in General Meetings of the Company and more generally of the right to exercise the voting rights attached to the Shares that should have been registered pursuant to the provisions of this Article.

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Unibail-Rodamco-Westfield SE published this content on 25 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2021 17:38:02 UTC.