Annual Report (ESEF) • Mar 21, 2025
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The Universal Registration Document has been filed on March 21, 2025, with the Autorité des Marchés Financiers (“AMF”, French Financial Markets Authority), as the competent authority under Regulation (EU) 2017/1129, without prior approval in accordance with Article 9 of this Regulation.
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| (1) | Earnings Before Interest, Taxes, Depreciation, and Amortisation ("EBITDA"). |
|---|---|
| (2) | Adjusted Recurring Earnings Per Share. The Adjusted Recurring Earnings are calculated based on the recurring net result for the period attributable to the holders of the Stapled Shares minus the coupon on the hybrid securities. |
| CHAPTER 1 | 1 | 67 | \~900 Mn |
|---|---|---|---|
| Main activities | Shopping Centres | Offices & Others | Convention & Exhibition |
| Countries | Shopping Centres | Visits | 2,4 |
| €49.7 Bn | €143.8 | €3.5 Bn | |
| Employees | Gross Market Value | EPRA Net Reinstatement Value per share | |
| Development pipeline | €2,314 Mn | €2,352 Mn | €9.85 |
| Net Rental Income | EBITDA (1) | AREPS (2) | Net debt/EBITDA |
UNIBAIL
1968
Listing of Unibail on the Paris Stock Exchange.
First significant acquisition, Sliminco, one of the 2 Crédit Lyonnais SICOMIs.
Léon Bressler succeeds Jean Meynial as Chief Executive Officer. Unibail starts to focus on the property investment sector, and to phase out involvement in lease financing. The strategy is to become a specialised owner, developer and manager of shopping centres and offices. Unibail concentrates on large-size and differentiated assets.
Build-up of a property portfolio with close to 30 shopping centres located in France, including the Forum des Halles and Les 4 Temps, and substantial office properties in Paris and La Défense.
Takeover of Arc Union; Unibail becomes self-managed and self-administered. Espace Expansion, the main shopping centre operator in France, becomes its subsidiary.
Acquisition of the Cœur Défense project, the Vivendi portfolio and Porte de Versailles.
Delivery of Cœur Défense.
France introduces a Real Estate Investment Trust (“REIT”) regime, taxing real estate and capital gains from property disposals at the level of the shareholders of a Société d’Investissement Immobilier Cotée (“SIIC”). Unibail opts for the SIIC status.
Guillaume Poitrinal succeeds Léon Bressler as Chief Executive Officer and Chairman of the Board of Directors.
1980s Rodamco is one of the top global real estate investment funds with investments in the US, the UK, Europe and Asia.
1994–1996 Acquisition of Suez Spain and CEGEP (Parly 2, Lyon Part-Dieu).
1999 Rodamco splits into 4 regionally focused real estate companies, including Rodamco Europe.
2000 Listing of Rodamco Europe in Amsterdam.
2000–2005 Acquisitions in Sweden (Skanska portfolio), in the Czech Republic (Intershop Holding), in The Netherlands (Amvest), in Poland (Galeria Mokotow), in Austria (Donauzentrum) and in Slovakia (Aupark).
2007 Merger of Unibail and Rodamco Europe, creating the European leader in commercial real estate. The Group was incorporated as a limited liability company (société anonyme) with a two-tier governance structure with a Management Board and a Supervisory Board. Listed in Paris and Amsterdam, the new entity is included in the CAC 40 and AEX 25 indices.
2008 Unibail-Rodamco and the Chamber of Commerce and Industry of Paris (“CCIP”) merge their Convention & Exhibition activities to form Viparis and Comexposium. Viparis, with 10 venues in the Paris region, is responsible for the management and development of the sites. Comexposium is the European leader in the organisation of large-scale trade shows, fairs and congresses. Acquisition of Shopping City Süd in Vienna and La Maquinista in Barcelona.
Acquisition of Simon Ivanhoe’s portfolio in Poland (Arkadia, Wilenska) and France.
Disposal of €1.5 Bn of non-core assets.
Acquisition of Galeria Mokotów’s full ownership in Warsaw and of Splau in Barcelona.
Disposal of €1.1 Bn of non-core assets.
Acquisition of a 51% stake in mfi AG, Germany’s second largest shopping centre operator, investor and developer. Creation of the 4-star shopping experience.
Christophe Cuvillier succeeds Guillaume Poitrinal as Chief Executive Officer and Chairman of the Management Board. Launch of “Unexpected shopping” advertising campaign.
(Germany). Signature of agreements with the city of Hamburg to develop Überseequartier and with the City of Brussels to develop Mall of Europe.
Disposal of €2.4 Bn of non-core assets.
Delivery of Mall of Scandinavia, the largest shopping centre in Scandinavia at the forefront of the Group’s standards. Disposal of Comexposium stake to Charterhouse Capital Partners LLP.
Launch of Unibail-Rodamco’s Corporate Social Responsibility (“CSR”) strategy “Better Places 2030”.
Unibail-Rodamco announces it has entered into an agreement with Westfield Corporation to create the world’s premier developer and operator of Flagship destinations.
John Saunders and Frank Lowy open their first shopping centre, Westfield Plaza, in Blacktown, in the outer suburbs of Sydney, Australia.
Westfield is listed on the Sydney Stock Exchange.
Burwood, the first shopping centre branded with the Westfield logo, opens in Australia.
Westfield enters America with the acquisition of Trumbull (Connecticut) on the East Coast.
The $1 Bn CenterMark transaction with 19 centres, triples Westfield portfolio in the US.
Westfield America Trust is listed on the ASX, enabling Australian investors to make direct investments in the US retail property market.
Westfield acquires the $1.4 Bn TrizecHahn portfolio, adding a further 12 properties to the Group’s Californian portfolio.
Westfield becomes one of the largest retail property groups in the US with the acquisition of 9 shopping centres from Richard E Jacobs and 14 shopping centres from Rodamco.
Birth of the Westfield Group, consisting of Westfield Holdings, Westfield Trust and Westfield America Trust.
Opening of Westfield London, the UK’s largest shopping centre with more than 280 stores, attracting 23 million visits in the first year.
Westfield Stratford City opens, transforming the east side of London, and the gateway to the 2012 London Olympics.
Split of the Australian and New Zealand business from other international operations.
Westfield’s most ambitious project in the US, the $1.5 Bn World Trade Center, opens.
Acquisition of Westfield Corporation by Unibail-Rodamco and the creation of Unibail-Rodamco-Westfield (“URW”), the world’s premier developer and operator of Flagship destinations.
of 5 French shopping centres into a JV with Crédit Agricole Assurances, La Française and URW.
Delivery of the Westfield Valley Fair and Lyon La Part-Dieu retail extensions and the Trinity office tower in La Défense.
Operations impacted by lockdowns and other restrictions following the outbreak of the COVID-19 pandemic. Léon Bressler appointed as Chairman of the Supervisory Board, succeeding Colin Dyer.
Jean-Marie Tritant succeeds Christophe Cuvillier as Chief Executive Officer and Chairman of the Management Board. €2.5 Bn of disposals signed in Europe. Operations continued to be impacted by lockdowns and other restrictions related to COVID-19 pandemic.
Continued deleveraging with €2.8 Bn of European and US disposals. Delivery of Les Ateliers Gaîté shopping centre and Gaîté Montparnasse office project, completing the Gaîté Montparnasse mixed-use complex. Launch of Westfield Rise in Europe, an in-house retail media agency.
Strong operating performance with main KPIs back to or better than pre-COVID levels. Continued deleveraging with 11 transactions secured as at 2023 results publication on February 8, 2024. Successful return to the bond market at attractive conditions with first-of-its-kind hybrid exchange followed by a successful green bond issuance. “Better Places” sustainability roadmap shared with the market including net zero targets approved by the Science Based Targets initiative (“SBTi”). Shareholder distribution reinstated with a proposed cash payment of €2.50 per share to be paid in 2024, subject to approval by the Annual General Meeting of Unibail-Rodamco-Westfield SE held on April 30, 2024. Jacques Richier appointed as Chairman of the Supervisory Board, succeeding Léon Bressler.
retain US Flagship assets. Proposed cash distribution of €3.50 per share to be paid in 2025 subject to the approval by the Annual General Meeting of URW SE, held on April 29, 2025.
Unibail-Rodamco-Westfield (“URW” or “the Group”) is an owner, developer and operator of sustainable, high-quality real estate assets in the most dynamic cities in Europe and the United States. Founded in 1968, Unibail merged with Rodamco Europe in 2007 to form Unibail-Rodamco, and the company acquired Westfield Corporation in 2018 to become Unibail-Rodamco-Westfield.
As at December 31, 2024, the Group owns and operates 67 shopping centres in 11 countries, of which 47 are Flagships and 39 are branded Westfield. The Group also owns and develops office buildings, owns and operates Convention & Exhibition venues in the Paris region and manages retail operations at select airports in the US.
In total, the Group’s total portfolio value stood at €49.7 Bn, of which 87% in Shopping Centres, 6% in Offices & Others, 5% in Convention & Exhibition venues and 2% in Services.
See section 1.4 for a breakdown of the Group’s business segments and section 1.5 for a full list of the Group’s assets.
URW’s purpose is to create sustainable places that reinvent being together. URW’s strategy focuses on operating unique sustainable places, connecting people through extraordinary experiences, and putting people at the heart of the business.
The destinations created by URW participate in shaping and improving the cities in which the Group is present. URW anticipates consumer trends to ensure its assets meet evolving demand, while delivering on its commitment to make positive contributions to the social, environmental and economic well-being of its communities.
URW concentrates on Flagship destinations in the leading cities and catchment areas in Europe and the US, attracting new and differentiated retailers through active tenant rotation, driving footfall by offering high-quality services and executing on a dynamic customer engagement strategy.
These projects mainly relate to densifications on and around the existing footprints of the Group’s assets.
The Group’s assets attracted over 900 million visits in 2024, allowing URW to provide a unique platform for retailers and brands. This visitor base strengthens the Group’s consumer insights, making URW a critical partner for such operators globally.
The Group’s Westfield brand is the only global B2B and B2C brand for retail, leisure, entertainment and dining destinations. URW continues to leverage the Westfield brand, by introducing it to its Continental European Flagship assets, and has rebranded 22 centres since 2019, including Westfield CNIT and Westfield Ruhr Park in 2024.
URW’s unrivalled portfolio also provides a unique platform to generate new revenue streams from advertising, brand experience and data by turning URW’s footfall into qualified audiences highly valued by retailers and brands. Westfield Rise, the Group’s in-house retail media agency, serves as a one-stop-shop for brands and media-buyers, creating innovative and measurable campaigns across URW’s platform.
Following the audit and certification by the CESP(3) in October 2024, Westfield Rise launched its new AI-powered solution to measure audience and drive-to-store impact of in-mall advertising campaigns. Brands can now gauge the performance and effectiveness of their in-mall ad campaigns with the same precision as digital advertising. This audience qualification tool and first proprietary algorithms are operational in 20 Westfield centres across 9 European countries, providing valuable and insightful data to communication agencies and advertisers.
In a context where consumers have greater sustainability-related expectations and count on brands to support them on their sustainability journey, URW has developed the Sustainable Retail Index (“SRI”) to support the sustainable evolution of retail. Co-developed with Good On You, a global sustainable-brand ratings company, the SRI provides a dynamic view on retailers’ sustainability commitments, ambitions and performance at a company, product and store-operations level. This initiative helps the Group to ensure its offer corresponds to the ever-increasing expectation for sustainable places and products. To complement that demand, URW runs programmes throughout the Westfield platform that support a wide array of on-site experiences, such as the Westfield Good Festival, a flagship event that connects consumers around sustainability-driven experiences and provides a forum for brands and retailers to share their sustainable journeys.
| (1) | Assets of a certain size and/or with footfall in excess of 10 million per year, substantial growth potential for the Group based on their appeal to both retailers and visitors, iconic architecture or design and a strong footprint in their area. |
|---|---|
| (2) | On a proportionate basis, as at December 31, 2024. |
| (3) | The Centre d’Etude des Supports de Publicité ("CESP") is a Paris-based third-party organisation in the media and communications industries. CESP’s mandate is to certify the quality of audience measurement studies and other tools used by the industry in order to ensure that advertising space is monetised on the basis of relevant, robust and verified criteria. |
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
Putting people at the heart of everything URW does
URW empowers its talented professionals to be sustainable and creative change-makers in a rapidly evolving retail environment. Their skills, engagement and teamwork are key to driving performance and generating superior value.
The teams’ skills lie across a range of disciplines, including engineering, finance, human resources, marketing, retail, digital, design, development, operations and leasing. The Group fosters an environment that promotes new ideas, engagement and individual development. URW is committed to diversity and promotes an inclusive culture where people are positively encouraged to succeed, which is embedded in its values, “Together at URW”.
URW achieved €1.6 Bn of disposal transactions(1), of which €1.0 Bn completed in 2024, despite a challenging retail investment market environment(2) with volumes down -12% in Continental Europe and -13% in the US. This includes €0.7 Bn of non-core retail assets, €0.5 Bn of offices and €0.3 Bn of minority stakes in Flagship retail assets.
In addition, the Group further strengthened its liquidity position to €13.9 Bn(3), covering its financing needs for more than the next 36 months. The Group’s average cost of debt amounted to 2.0% in 2024, and average debt maturity stood at 7.3 years(4).
Over the last 4 years, the Group has made significant progress on its deleveraging plan with €6.4 Bn(5) of assets divested in line with book value. This has contributed to a €4.7 Bn net debt reduction to €19.5 Bn(6) at the end of 2024, a 400 bps Loan-to-Value ("LTV") reduction to 40.8%(6) and Net Debt to EBITDA improvement to 8.7x, the lowest level since the Westfield Corporation acquisition.
The Group has also reshaped its US business by enhancing the portfolio quality (97% A-rated(7)), improving its operating performance, and streamlining the US management platform. Since end of 2020, the Group sold or foreclosed on 17 assets for a total of $3.3 Bn (at 100%) and reduced the vacancy level of its 10 Flagship assets by -630 bps. Having achieved this transformation, URW has made the strategic decision to retain its high performing Flagship assets in the US. The Group is committed to further deleveraging through retained earnings, disciplined capital allocation and non-core disposals. The Group will present its future growth plans at an Investor Day on May 14, 2025.
Sustainability is at the heart of URW’s business strategy. In 2023, URW announced an evolution of its Better Places sustainability roadmap, built on the Group’s sustainability leadership and performance with a core focus on the continued reduction of carbon emissions across its value chain. More broadly, the roadmap is designed to future proof URW’s portfolio, support the sustainable evolution of retail and unlock value creation opportunities. More information on the Group’s sustainability strategy and 2024 achievements on its Better Places plan – including impacts, risks and opportunities – can be found in Chapter 3 and Chapter 6.
In addition, in 2024, URW has been widely recognised by international markets as a leader in sustainability within the real estate sector, including by Sustainalytics as the 1st company worldwide in their Global Universe, by the GRESB as the 2nd European listed retail real estate company while being positioned by CDP in the A-list of organisations committed to tackling climate change for the 7th year in a row.
The Group will propose to the Annual General Meeting (“AGM”)
(1) a 40% increase in cash distribution to €3.50/share to be paid on May 12, 2025. Going forward, the Group will continue to increase the distribution according to operating performance, deleveraging progress and valuations evolution. Further details on its distribution policy will be shared as part of the Group’s Investor Day on May 14, 2025.
As at December 31, 2024, the total statutory retained losses of URW SE (parent company) is negative at -€1,887 Mn, including a profit of +€943 Mn in 2024. Given the negative statutory results of URW SE, the Group has no obligation to pay a dividend in 2025 for the fiscal year 2024 under the SIIC regime and other REIT regimes it benefits from. The dividend distribution obligation resulting from the French SIIC regime will be delayed until URW has sufficient statutory results to meet this obligation.
As a consequence, the distribution will be made out of premium, which amounted to €13.5 Bn in URW’s statutory accounts as at December 31, 2024. This premium distribution will not reduce the carry forward SIIC dividend payment obligation standing at €2,522 Mn as at December 31, 2024, and will qualify as an equity repayment
(2) for French tax purposes (article 112-1 of the French tax code).
The Group expects underlying growth of at least 5% to drive full-year 2025 AREPS in the range of €9.30 to €9.50. This is supported by:
It also reflects:
The one-off impact of the Olympics on the C&E business;
- A slight increase of the cost of debt
- (5);
The issuance of 3.254 million URW Stapled Shares in December 2024
As in previous years, this guidance assumes no major deterioration of the macro-economic and geopolitical environment.
URW is well-positioned for sustainable future growth in a rapidly changing retail environment, including the following trends:
entertainment and leisure as catalysts for increased footfall and dwell time;
The Group will present its future growth plans at an Investor Day on May 14, 2025.
| (1) | Gross Lettable Area (“GLA”). Excluding assets under redevelopment, total complex. |
|---|---|
| (2) | Standalone offices >10,000 sqm and offices affixed to a shopping centre > 15,000 sqm. |
| (3) | On a proportionate basis. |
| (4) | On an IFRS basis. |
| (5) | Taking into account the undrawn credit lines (subject to covenants) and cash on hand. |
| (6) | IFRS Loan-to-Value ("LTV") Proforma for the receipt of the proceeds from the secured partial disposals of Westfield Forum des Halles and Trinity tower. |
Our vision is to create sustainable places that reinvent being together
| €49.7 Bn | total GMV (3) |
|---|---|
| 2.0% | average cost of debt |
| 40.8% | LTV (6) |
| €20.0 Bn | net debt (4) |
| 7.3 years | average debt maturity (5) |
| €21.0 Bn |
| Employees | 2,410 | |
|---|---|---|
| Number of Employees | 45% Male | 55% Female |
| Continental Europe | 75% | |
| UK | 9% | |
| US | 16% |
(1)(2)(3)
(1) From 2015 baseline.
(2) Equity repayment, pursuant to article 112-1 of the French General Tax Code.
(3) Subject to approval by Annual General Meeting of Unibail-Rodamco-Westfield SE to be held on April 29, 2025, to be paid on May 12, 2025.
To produce optimal outputs URW is an owner, developer and operator of sustainable, high-quality real estate assets in the most dynamic cities in Europe and the United States.
Shopping Centres
As at December 31, 2024, URW owned 67 shopping centres, of which 47 are Flagships. URW’s strategy is built upon continuously reinforcing the attractiveness of its assets by redesigning them (upgrading the layout), re-tenanting them (renewing the tenant mix) and re-marketing them (enhancing the shopping experience through special events).
Total proportionate Net Rental Income (“NRI”) of the Shopping Centre portfolio in 2024 amounted to €2,073.3 Mn, an increase of +2.1%. This growth is mainly driven by indexation, leasing activity and higher variable income, partly offset by disposals.
| Region | NRI (€ Mn) | 2024 | 2023 | % |
|---|---|---|---|---|
| France | 532.5 | 525.5 | 1.3% | |
| Spain | 184.4 | 169.0 | 9.1% | |
| Central Europe | 267.7 | 248.8 | 7.6% | |
| Austria | 115.4 | 111.8 | 3.2% | |
| Germany | 129.9 | 126.3 | 2.9% | |
| Nordics | 112.2 | 102.2 | 9.8% | |
| The Netherlands | 86.1 | 77.5 | 11.1% | |
| UK | 137.9 | 134.4 | 2.6% | |
| US | 507.3 | 535.3 | (5.2%) | |
| Total NRI | 2,073.3 | 2,030.9 | 2.1% |
Figures may not add up due to rounding.
URW develops and owns large, efficient office buildings and hotels in prime locations in the Paris central business district, La Défense and elsewhere in the Paris region. URW also owns office, hotel and residential assets in the US and certain other countries in which URW operates. URW’s investment strategy is driven by development and renovation opportunities.
In 2024, the proportionate NRI from Offices & Others amounted to €102.4 Mn, a +22.3% increase compared to 2023, driven by the full-year effect of the leasing activity at Trinity tower, the performance of the Pullman Paris-Montparnasse hotel and the successful delivery of Lightwell, which is 80% let.
| Region | NRI (€ Mn) | 2024 | 2023 | % |
|---|---|---|---|---|
| France | 80.9 | 65.8 | 22.9% | |
| Other countries | 20.2 | 14.4 | 39.8% |
The Convention & Exhibition (“C&E”) activity is exclusively located in the Paris region and consists of real estate venues and services company: Viparis. Viparis is a world leader jointly owned with the Chamber of Commerce and Industry of Paris Île-de-France, but operated and fully consolidated by URW.
In total, 532 events were held in Viparis venues through the year, compared to the 455 and 617 events held in 2023 and 2022, respectively. Viparis’ Net Operating Income (“NOI”) amounted to €218.6 Mn in 2024 compared to €131.7 Mn in 2023. 2024 benefitted from the seasonality effect with a number of biennial shows and the Intermat triennial show, as well as the positive impact of the Paris Olympics and Paralympics ("the Olympics") which delivered a €53.7 Mn contribution to 2024 NOI at 100%.
| US | 1.4 | 3.6 | (60.3%) |
|---|---|---|---|
| Total NRI | 102.4 | 83.8 | 22.3% |
Reported Adjusted Recurring Earnings Per Share (“AREPS”) amounted to €9.85, up +2.4% from 2023. The main drivers of earnings evolution were the strong operational performance in retail, Offices and Convention & Exhibition (C&E), which benefitted from the seasonality effect and the positive impact of the Olympics. AREPS was impacted by 2023 and 2024 disposals, a slight increase in financial expenses and the increase in the coupon on the Group’s hybrids.
| (€ Mn) | FY-2024 | FY-2023 | Growth | Like-for-like growth* |
|---|---|---|---|---|
| Shopping Centres | 2,073.3 | 2,030.9 | 2.1% | 5.8% |
| Offices & Others | 102.4 | 83.8 | 22.3% | 14.4% |
| Convention & Exhibition | 138.6 | 95.4 | 45.3% | 21.3% |
| Net Rental Income | 2,314.4 | 2,210.1 | 4.7% | 6.7% |
| Recurring Net Result (Group share) | 1,472.5 | 1,408.9 | 4.5% |
Figures may not add up due to rounding.
(a) Excluding airports, US Regionals and CBD asset.
(b) Excluding triennial shows, the impact of the Olympics and recent deliveries.
(c) Excluding airports, US Regionals and CBD asset and, for C&E, triennial shows, the impact of the Olympics and recent deliveries.
| (€) | FY-2024 | FY-2023 | Growth |
|---|---|---|---|
| Recurring EPS | 10.56 | 10.14 | 4.1% |
| Adjusted Recurring EPS | 9.85 | 9.62 | 2.4% |
| Asset portfolio valuation – Dec. 31, 2024 | Proportionate IFRS Group share | € Mn | % | € Mn | % | € Mn | % |
|---|---|---|---|---|---|---|---|
| Shopping Centres | 43,329 | 87% | 41,994 | 87% | 37,519 | 89% | |
| Offices & Others | 2,778 | 6% | 2,469 | 5% | 2,464 | 6% | |
| Convention & Exhibition | 2,611 | 5% | 2,613 | 5% | 1,357 | 3% | |
| Services | 993 | 2% | 993 | 2% | 986 | 2% | |
| Total | 49,711 | 100% | 48,069 | 100% | 42,325 | 100% |
Figures may not add up due to rounding.
| Region | Dec. 31, 2024 | % | Dec. 31, 2023 | % |
|---|---|---|---|---|
| France | 12,585 | 29% | 12,521 | 29% |
| Spain | 3,657 | 8% | 3,583 | 8% |
| Central Europe | 5,345 | 12% | 4,954 | 12% |
| Austria | 2,137 | 5% | 2,147 | 5% |
| Germany | 2,552 | 6% | 3,196 | 7% |
| Nordics | 2,543 | 6% | 2,564 | 6% |
| The Netherlands | 1,671 | 4% | 1,623 | 4% |
| UK | 2,738 | 6% | 2,489 | 6% |
| US | 10,100 | 23% | 9,697 | 23% |
| Total | 43,329 | 100% | 42,775 | 100% |
Figures may not add up due to rounding.
| Region | Dec. 31, 2024 | % | Dec. 31, 2023 | % |
|---|---|---|---|---|
| France | 1,642 | 59% | 1,853 | 59% |
| Other countries | 531 | 19% | 703 | 22% |
| UK | 533 | 19% | 529 | 17% |
| US | 72 | 3% | 69 | 2% |
| Total | 2,778 | 100% | 3,155 | 100% |
Figures may not add up due to rounding.
The chart below shows the split of proportionate Gross Market Value (“GMV”) per region as at December 31, 2024:
| France Retail | 25% |
|---|---|
| France Offices & Others | 4% |
| France C\&E | 5% |
| US | 21% |
| UK | 7% |
| Central Europe | 11% |
Presentation of the Group
| Germany | 6% |
|---|---|
| Spain | 7% |
| Nordics | 5% |
| Austria | 4% |
| The Netherlands | 3% |
The table below shows the evolution of URW’s development pipeline between December 31, 2023 and December 31, 2024:
| (€ Bn) | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| Committed projects (a) | 3.0 | 2.4 |
| Controlled projects (b) | 0.5 | 0.1 |
| URW Total Investment Cost | 3.5 | 2.5 |
(a) Committed: projects for which URW owns the land or building rights and has obtained:
(b) Controlled: projects at an advanced stage of studies, for which URW controls the land or building rights, and all required administrative authorisations have been filed or are expected to be filed shortly. There can be no assurance these will become “Committed” projects, as this will be subject to having obtained all required administrative approvals, as well as those of JV partners (if applicable), and of URW’s internal governing bodies to start superstructure works. Besides these approvals, the Group retains the flexibility to decide to launch them, if and when appropriate. URW could in particular consider launching these projects with joint venture partners.
GROSS LETTABLE AREA (562,407 SQM) URW TOTAL INVESTMENT COST (€3,470 MN)
(1) Figures may not add up due to rounding.
Controlled
€500 Mn
14%
Committed
€2,970 Mn
86%
Retail
€1,650 Mn
| Hotels | €450 Mn | 15% | |
|---|---|---|---|
| Residential | €200 Mn | 7% | |
| Offices | €670 Mn | 23% | |
| Retail | Extension/Renovation/Redevelopment | 43,600 sqm | 8% |
| Dining & Leisure | Greenfield/Brownfield | 34,191 sqm | 6% |
| Dining & Leisure | Extension/Renovation/Redevelopment | 16,223 sqm | 3% |
| Offices | 160,547 sqm | 29% | |
| Hotels | 36,489 sqm | 6% | |
| Residential | 203,282 sqm | 36% | |
| Retail | Greenfield/Brownfield | 68,075 sqm | 12% |
| Retail | Greenfield/Brownfield | €1,520 Mn | 44% |
| Offices & Others | Redevelopment/Extension | €110 Mn | 3% |
| Retail | Extension/Renovation/Redevelopment | €280 Mn | 8% |
| Offices & Others | Greenfield/Brownfield | €1,560 Mn | 45% |
| GLA of the whole complex (sqm) | Parking spaces | Catchment area (in millions of people) | Year of acquisition | Construction (C)/Refurbishment (R) date | Occupancy (EPRA definition) | GLA of the property owning companies (sqm) | % URW’s share | % of consolidation | Total space according to consolidation (sqm) | Consolidation method |
|---|---|---|---|---|---|---|---|---|---|---|
| Shopping Center | Brands | Units | Area (m²) | Visitors (per year) | Year Opened | Renovation | Occupancy Rate | Sales (€/m²) | Footnotes | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Westfield Vélizy 2 (Vélizy-Villacoublay) | Auchan, Printemps, Fnac, Apple | 186 | 131,800 | 6,460 | 1994 | 2007 | (R) 2005/07 | (C) 2019 | 97.4% | |||
| Westfield Parly 2 (Le Chesnay-Rocquencourt) | Printemps, BHV, Fnac, Decathlon, Truffaut, Apple, Zara | 185 | 130,000 | 4,620 | 2004 | 2012 | (C) 1969/87 | (R) 2011 | (R) 2015 | (C) 2017 | (C) 2019 | 97.5% |
| Westfield Carré Sénart (Lieusaint) | Carrefour, Galeries Lafayette, Apple, H\&M, Fnac, Uniqlo, La Tête dans les Nuages | 235 | 122,400 | 6,118 | 2000 | (C) 2002 | (C) 2012 | (R) 2017 | (C) 2019 | 95.6% | ||
| Westfield Rosny 2 (Rosny-sous-Bois) | Carrefour, Galeries Lafayette, Fnac, C\&A, Apple | 171 | 113,700 | 6,180 | 1994 | 2001 | 2010 | 2016 | 2018 | (C) 1973 | (R) 1997 |
| (C) 2011 | (R) 2016 | 96.0% | 32,600 | 28,600 | 20,200 | 26% | 100% | 50% | 26% | 100% | 100% | 8,500 | 28,600 | 20,200 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| FC & EM-JV | Aéroville (Tremblay-en-France) | Auchan, H\&M, New Yorker, Furet du Nord, Pathé, La Tête dans les Nuages; | 184 units and a cinema complex | 85,200 | 4,700 | 5.3 | n/a | (C) 2013 | n/a | 85,200 | 46% | n/a | n/a | EM-A | |
| Westfield Forum des Halles (Paris 1st) | Fnac, UGC, H\&M, Zara, LEGO, Bershka, Monoprix, Intersport, Nike; | 161 units and a cinema complex | 77,600 | 1,148 | 13.2 | 1994 | 2010 | 2016 | 2023 | (C) 1979/86 | (R) 1996 | (C) 2016 | (R) 2023 | 98.1% | 77,600 |
| 65% | 100% | 77,600 | FC | So Ouest (Levallois-Perret) | Leclerc, Boulanger, Intersport, H\&M; | 105 units and a cinema complex | 57,300 | 1,750 | (1) | 7.5 | 2006 | 2010 | 2011 | 2012 | |
| 2013 | 2015 | (C) 2012 | n/a | 51,300 | 46% | n/a | n/a | EM-A | Ulis 2 (Les Ulis) | Carrefour, Action, Normal, Intersport, Sephora; | 95 units and a cinema complex | 53,700 | 2,526 | (1) | |
| 2.5 | 1994 | (C) 1973 | (R) 1998 | (R) 2024 | 97.2% | 25,000 | 100% | 100% | 25,000 | FC | Westfield CNIT (La Défense) |
| Shopping Centre | Brands | Units | Footfall | Sales (€/m²) | Year Opened | Year Renovated | Occupancy Rate | Sales | Market Share | FC |
|---|---|---|---|---|---|---|---|---|---|---|
| Fnac, Decathlon, Monoprix, Aroma-Zone | 65 | 38,400 | 880 | 1999 | 2009 | 91.8% | 38,400 | 100% | 100% | |
| Les Ateliers Gaîté (Paris 14th) | Darty, Leclerc, Food Society, Mr Bricolage, Smile World | 56 | 29,400 | 1,370 | 1998 | 2000/01 | 91.2% | 29,400 | 100% | 100% |
| L’Usine Mode et Maison (Vélizy-Villacoublay) | Action, Galeries Lafayette, Château D’Ax, McDonald’s | 110 | 21,100 | 1,220 | 2005 | 2011 | 74.4% | 21,100 | 100% | 100% |
| Carrousel du Louvre (Paris 1st) | Ladurée, Swatch, Pandora, Comédie Française, Fragonard | 36 | 13,500 | 669 | 1999 | 2009 | 97.4% | 13,500 | 100% | 100% |
Sub-total Shopping Centres in the Paris region 691,500 less than 30 minutes from the shopping centre or less than 30 minutes from the Shopping Centre.
(1) Car parks not owned by URW.
(2) Car parks are owned by CNIT C&E and are shared between CNIT C&E, CNIT Offices and CNIT Retail.
(3) Gaîté Montparnasse car parks are shared between Pullman hotel, Gaîté shopping gallery and offices.
| GLA of the whole complex (sqm) | Parking spaces | Catchment area (in millions of people) | Year of acquisition | Construction (C)/Refurbishment (R) date | Occupancy (EPRA definition) | GLA of the property owning companies (sqm) | % URW’s share | % of consolidation | Total space according to consolidation (sqm) | Consolidation method |
|---|---|---|---|---|---|---|---|---|---|---|
| 161,800 | 3,090 | 3.7 | 2004 | 2016 (C) 1975 (R) 2001/02 (C) 2009/10 (R) 2011 (C)/(R) 2020 |
Shopping Centres in the French provinces
Westfield La Part-Dieu (Lyon)
| La Toison d’Or (Dijon) | Primark, Carrefour, Zara, Boulanger, Cultura, Apple; | 167 units | 78,300 | 3,700 | 1.1 | 1994 | 2017 | (C) 1990 | (C) 2013 | n/a | 48,800 | 46% | n/a | n/a | EM-A | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Westfield Euralille (Lille) | Carrefour, Primark, Zara, H\&M, Intersport, New Yorker; | 138 units | 67,800 | 2,898 | (1) | 3.6 | 1993 | (C) 1994 | (R) 2015 | 96.5% | 51,800 | 76% | 100% | 51,800 | FC | ||
| Rennes Alma (Rennes) | Carrefour, Printemps, Zara, Conforama; | 115 units | 55,900 | 2,600 | 1.7 | 2005 | 2011 | 2012 | (C) 1971 | (R) 1990 | (R) 2013 | n/a | 41,800 | 46% | n/a | n/a | EM-A |
| Lyon Confluence (Lyon) | Carrefour, Joué Club, Zara, Apple; | 92 units and a cinema complex | 53,500 | 1,500 | 1.3 | 2005 | 2007 | 2020 | (C) 2012 | n/a | 53,500 | 46% | n/a | n/a | EM-A |
170,100
GLA of the whole complex (sqm)
Parking spaces
Catchment area (in million of people)
Year of acquisition
Construction (C)/Refurbishment (R) date
| GLA of the property owning companies (sqm) | % URW’s share | % of consolidation | Total space according to consolidation (sqm) | Consolidation method |
|---|---|---|---|---|
| Other holdings in France | ||||
| Bel-Est (Bagnolet) | 48,900 | 2,000 | n/a | 2014 (C) 1992 |
| n/a | 500 | 5,000 | 100% | |
| 35% | 100% | 35% | 500 | |
| 1,800 | FC | |||
| Aquaboulevard (Paris 15th) | 40,600 | 948 | n/a | 2006 2008 2009 2022 (Gaumont cinema) |
| (C) 1990 | 100.0% | 39,100 | 49% | 49% |
| 19,200 | EM-JV | |||
| Maine Montparnasse (Paris 15th) | 35,500 | 1,900 | n/a | 2007 n/a |
| 0.0% | 200 | 100% | 100% | 200 |
| Villabé (Villabé) | 35,400 | 2,900 | n/a | 2012 2013 2015 |
Sub-total Other holdings in France 28,000
Total (according to the scope of consolidation) 889,600
Catchment area: less than 30 minutes from the shopping centre or less than 30 minutes from the Shopping Centre.
(1) Car parks not owned by URW.
| (C) 1992 | n/a | 3,500 |
|---|---|---|
| 5,800 | 100% | 49% |
| 100% | 49% | 3,500 |
| 2,800 | FC |
| Property and Operation | space (sqm) | Parking spaces | Year of acquisition | Construction (C)/Refurbishment (R) date | % URW’s share | % of consolidation | Total floor space according to consolidation (sqm) | Description | Consolidation method |
|---|---|---|---|---|---|---|---|---|---|
| Paris Nord Villepinte | 243,500 | 12,700 | 2008 | (C) Hall 7 in 2010 | 50% | 100% | 243,500 | 9 exhibition halls, 45 conference rooms of which 3 auditoriums | FC |
| Paris Porte de Versailles (Paris 15th) | 232,100 | 3,900 | 2000 | (C) Hall 5 in 2003 (R) Pavillion 7 in 2017 (C) Pavillion 6 in 2019 | 50% | 100% | 232,100 | 7 exhibition halls (from 19,000 to 70,000 sqm), of which 1 convention centre with a 5,200 seat plenary room | FC |
| Le Palais des Congrès de Paris (1) (Paris 17th) | 50,700 | 1,780 | 2008 | (C) 1993 | 50% | 100% | 50,700 | 82 meeting rooms, 18 conference rooms of which 4 auditoriums | FC |
| CNIT (La Défense) | 17,700 | 1,100 | 1999 | (R) 2007 | 100% | 100% | 17,700 | Exhibition and |
| Location | Area (sqm) | Capacity | Year Built | Renovation Year | Occupancy Rate | Usage |
|---|---|---|---|---|---|---|
| Espace Champerret (Paris 17th) | 8,300 | 1,480 | 1989 | 1995 | 50% | 100% |
| Carrousel du Louvre (Expos) (Paris 1st) | 6,600 | 4,300 | 1999 | 1993 | 100% | 100% |
| Espace Grande Arche (La Défense) | 5,000 | n/a | 2001 | 2003 | 50% | 100% |
| Operation Paris, Le Bourget | 86,700 | 8,500 | 2008 | 1952 | 50% | 100% |
| Palais des Congrès d’Issy-les-Moulineaux | 2,300 | n/a | 2009 | 2018 | 48% | 100% |
| Hôtel Salomon de Rothschild (Paris 8th) | 1,300 | n/a | 2014 | 2007 | 25% | n/a |
| Flexible entertainment or convention room from | 2,000 to 4,200 seats | |
|---|---|---|
| EM-JV | Total (according to the scope of consolidation) | 563,900 |
(1) Including Les Boutiques du Palais.
(2) Car parks not owned by URW.
| space (sqm) | Parking spaces | Year of acquisition | Construction (C)/Refurbishment (R) date | Occupancy (EPRA definition) | Total floor space of the property owning companies (sqm) | % URW’s share | % of consolidation | Total floor space according to consolidation (sqm) | Main tenants (in terms of rental income) | Consolidation method |
|---|---|---|---|---|---|---|---|---|---|---|
| 13,400 | 144 | 2009 | 1998 | 79.1% | 13,400 | 49% | 49% | 6,600 | Direct Energie, Just EAT | EM-JV |
| 50,000 | 315 | 2012 | 2020 | 96.1% | 50,000 | 100% | 100% | 50,000 | Crédit Mutuel Arkéa, Technip FN-Power, Sopra Steria, Altitude, Mylan | FC |
| 38,600 | 1,123 | 1999 | 2009 | 79.1% | 38,600 | 100% | 100% | 38,600 | SNCF, ESSEC, IFSI, Châteauform | FC |
| 33,600 | 127 | 1999 | 2010 (R) | 2024 |
| 19,700 | 1,125 | 1999 (R) | 2006 (R) | 2020 (2) | 65.0% | 19,700 | 100% | 100% | 19,700 | Gegensis, SMI, Groupe Lucien FC |
|---|---|---|---|---|---|---|---|---|---|---|
| CNIT (Hotel) | 10,800 | n/a | 1999 (R) | 2009 | 100.0% | 10,800 | 100% | 100% | 10,800 | Hilton FC |
152,700
| Pullman Paris-Montparnasse (Hotel) | (Paris 14th) | 51,300 | n/a | 1998 (R) | 2012 (R) | 2021 | 100.0% | 51,300 | 100% | 100% | 51,300 | Pullman Hotel FC |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 20-24 Jacques Ibert | (Levallois-Perret) | 11,000 | 192 | 2024 (C) | 1989 | 7.2% | 11,000 | 100% | 100% | 11,000 | Paramount FC | |
| 29, rue du Port | (Nanterre) | 10,300 | 94 | 2010 (C) | 1989 | 100.0% | 10,300 | 100% | 100% | 10,300 | Xylem Water Solutions France FC |
72,600
| Tour Rosny | (Rosny-sous-Bois) | 14,200 | 203 | 2017 | 2018 (C) | 1975 | 43.5% | 14,200 | 100% | 100% | 14,200 FC |
|---|---|---|---|---|---|---|---|---|---|---|---|
14,200
246,100
(1) Car parks are owned by CNIT C&E and shared between CNIT C&E, CNIT Offices and CNIT retail.
(2) For part of Village 5.
(3) Former name of the asset is Michelet-Galilée. Delivered in October 2024.
(4) Currently under redevelopment.
| GLA of the whole complex (sqm) | Parking spaces | Catchment area (in millions of people) | Year of acquisition | Construction (C)/Refurbishment (R) date | Occupancy (EPRA definition) | GLA of the property owning companies (sqm) | % URW’s share | % of consolidation | Total space according to consolidation (sqm) | Consolidation method |
|---|---|---|---|---|---|---|---|---|---|---|
| 101,600 | 3,429 | 3.5 | 2005 | 2014 (C) 2005 (C)(R) 2014 |
Czech Republic
Westfield Chodov (Prague)
| Centrum Černý Most (Prague) | Decathlon, Peek & Cloppenburg, H\&M, M\&S, Nespresso; | 180 units and a cinema complex (Cinestar) | 98.9% | 101,600 | 100 % | 100 % | 101,600 | FC | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Metropole Zličín (Prague) | Peek & Cloppenburg, Reserved, Rituals, Gant | 129 units and a cinema complex (Cinema City) | 95.9% | 68,500 | 22,500 | 75 % | 100 % | 100 % | 100 % | 68,500 | 22,500 | FC |
219,700
| Westfield Arkadia (Warsaw) | Uniqlo, Zara, Peek & Cloppenburg, H\&M, COS, & Other Stories, Victoria’s Secret, Douglas, Mango; | 221 units and a cinema complex (Cinema City) | 99.7% | 117,700 | 3,900 | 4.3 | 2010 | (C) 2004 | (C) 2017 | 79,900 | 100% | 100% | 79,900 | FC | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Westfield Mokotów (Warsaw) | Carrefour, Peek & Cloppenburg, H\&M, Zara, Euro/RTV AGD; | 220 units and a cinema complex (Cinema City) | 98.9% | 68,400 | 2,226 | 4.2 | 2003 | 2011 | (C) 2000 | (C) 2002 | (C) 2006 | (C) 2013 | 68,400 | 100% | 100% | 68,400 | FC |
| Location | Tenants | Units | GLA (sqm) | Visitors (per year) | Parking spaces | Year of opening | Year of renovation | Occupancy rate | Sales (per sqm) | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|
| Cloppenburg | Cinema City | 185 | 66,400 | 1,132 | 2.7 | 2007 | 2012 | (C) 2007 | n/a | 66,400 |
| Wroclavia (Wroclaw) | Peek & Cloppenburg, H\&M, Reserved, Zara, Carrefour, CCC | 177 | 65,300 | 1,960 | 1.4 | (C) 2017 | 99.0% | 65,300 | 100% | 100% |
| CH Ursynów (Warsaw) | Auchan, OBI, Zdrofit, Euro/RTV AGD | 29 | 46,700 | 1,682 | 1.7 | 2014 | (C) 1998 | 97.4% | 46,700 | 100% |
| Wileńska (Warsaw) | Euro/RTV AGD, New Yorker, Reserved, Pepco, Deichmann | 83 | 41,300 | 1,100 | 3.2 | 2010 | (C) 2002 | 94.8% | 19,600 | 100% |
| Sub-total Shopping Centres in Poland | 279,900 | |||||||||
| Total (according to the scope of consolidation) | 499,600 |
Catchment area: less than 30 minutes from the shopping centre.
(1) Not managed by URW.
| Total floor space (sqm) | Year of acquisition | Construction (C)/Refurbishment (R) date | Total floor space of the property owning companies (sqm) | % URW’s share | % of consolidation | Total floor space according to consolidation (sqm) | Consolidation method |
|---|---|---|---|---|---|---|---|
| 13,600 | 2010 | (C) 2002 | 4,800 | 100% | 100% | 4,800 | FC |
| 8,500 | (C) 2017 | 8,500 | 100% | 100% | 8,500 | FC | |
| Total (according to the scope of consolidation) | 13,300 |
| GLA of the whole complex (sqm) | Parking spaces | Catchment area (in millions of people) | Year of |
|---|---|---|---|
| Construction (C)/Refurbishment (R) | date | Occupancy (EPRA definition) | GLA of the property owning companies (sqm) | % URW’s share | % of consolidation | Total space according to consolidation (sqm) | Consolidation method |
|---|---|---|---|---|---|---|---|
| Spain | |||||||
| Westfield Parquesur (Madrid) | 1994 (C) 1989 (R) 2005 (R) 2023 | 99.4% | 159,000 | 5,800 | 6.1 | 129,900 | 100% FC |
| Bonaire (Valencia) | 2001 (C) 2001 (R) 2003 (R) 2012 (R) 2016 | 99.4% | 135,000 | 5,208 | 1.5 | 57,100 | 100% FC |
| Westfield La Maquinista (Barcelona) | 2008 (C) 2000 (C) 2010 (R) 2012 (R) 2021 (R) 2022 (R) 2023 | 98.8% | 94,500 | 4,588 | 3.6 | 80,000 | 51% 100% FC |
| La Vaguada (Madrid) |
| 87,000 | 3,600 | 6.1 | 1995 | (C) 1983 | (R) 2003 | (R) 2023 | (R) 2024 | 93.6% | 40,300 | 100% | 100% | 40,300 | FC | Westfield Glòries (Barcelona) | H\&M, Zara, IKEA, Pull\&Bear, Fnac, Uniqlo; 118 URW units and a cinema complex | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 70,100 | 2,271 | (1) | 2.7 | 1998 | (C) 1995 | (R) 2001 | (R) 2014/15 | (R) 2016 | (R) 2017 | 97.4% | 42,200 | 100% | 100% | 42,200 | FC | Garbera (San Sebastian) | MediaMarkt, Forum, H\&M, Zara, Primark; 80 units and a cinema complex |
| 59,400 | 3,613 | 0.5 | 2002 | (C) 1997 | (R) 2002 | (R) 2014 | (R) 2021 | (R) 2022 | (R) 2023 | 99.3% | 45,000 | 100% | 100% | 45,000 | FC | Splau (Barcelona) | Primark, MediaMarkt, Zara, Mercadona, Ilusiona; 157 units and a cinema complex |
| 56,000 | 2,848 | 3.6 | 2011 | (C) 2010 | (R) 2012 | 97.7% | 56,000 | 100% | 100% | 56,000 | FC | Total (according to the scope of consolidation) | 450,500 |
Catchment area: less than 30 minutes from the shopping centre.
Portfolio as at December 31, 2024
| Total floor space (sqm) | Year of acquisition | Construction (C)/Refurbishment (R) date | Total floor space of the property owning companies (sqm) | % URW’s share | % of consolidation | Total floor space according to consolidation (sqm) | Consolidation method |
|---|---|---|---|---|---|---|---|
| 10,300 | 2018 | 10,300 | 100% | 100% | 10,300 | FC | |
| Total (according to the scope of consolidation) | 10,300 |
Portfolio as at December 31, 2024
| GLA of the whole complex (sqm) | Parking spaces | Catchment area (in millions of people) | Year of |
|---|---|---|---|
| Construction (C)/Refurbishment (R) | date | Occupancy (EPRA definition) | GLA of the property owning companies (sqm) | % URW’s share | % of consolidation | Total space according to consolidation (sqm) | Consolidation method | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Sweden | Westfield Mall of Scandinavia (Greater Stockholm) | Tesla, Filmstaden, Uniqlo, H\&M, Åhlens; 218 units and a cinema complex | 105,200 | 3,700 | 1.7 (C) 2015 | 97.3% | 105,200 | 100% | 100% | 105,200 | FC |
| Westfield Täby Centrum (Greater Stockholm) | Apple, Filmstaden, H\&M, ICA, SATS; 258 units and a cinema complex | 86,800 | 2,670 | 0.9 1997 (C) 1968/69 (R) 1975 (R) 1992 (R) 2015 | 95.3% | 86,800 | 100% | 100% | 86,800 | FC | |
| Nacka Forum (Greater Stockholm) | H\&M, Jumpyard, MediaMarkt, SATS, MIO; 130 units | 56,200 | 1,750 | 1.0 1996 (C) 1990 (R) 1997 (R) 2008 | 95.0% | 56,200 | 100% | 100% | 56,200 | FC | |
| Sub-total Shopping Centres in Sweden | 248,200 | ||||||||||
| Denmark | Fisketorvet (Copenhagen) | Uniqlo, Føtex Hypermarket, Silvan, Bahne; 105 units and a cinema complex | 61,500 | 1,600 | 1.1 2000 (C) 2000 (R) 2013 (R) 2024 | 86.0% | 61,500 | 100% | 100 % | 61,500 | FC |
| Sub-total Shopping Centres in Denmark | 61,500 | ||||||||||
| Total (according to the scope of consolidation) | 309,700 |
| Total floor space (sqm) | Year of acquisition | Construction (C)/Refurbishment (R) date | Total floor space of the property owning companies (sqm) | % URW’s share | % of consolidation | Total floor space according to consolidation (sqm) | Consolidation method |
|---|---|---|---|---|---|---|---|
| 14,300 | 1996 | 1990 (R) 1997 (R) 2008 | 14,300 | 100% | 100% | 14,300 | FC |
| 10,800 | 1997 | 1968/69 (R) 1975 (R) 1992 | 10,800 | 100% | 100% | 10,800 | FC |
| Total (according to the scope of consolidation) | 25,100 |
| GLA of the whole complex (sqm) | Parking spaces |
|---|---|
| Catchment area (in millions of people) | Year of acquisition | Construction (C)/Refurbishment (R) date | Occupancy (EPRA definition) | GLA of the property owning companies (sqm) | % URW’s share | % of consolidation | Total space according to consolidation (sqm) | Consolidation method | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Austria | Westfield Shopping City Süd (Vienna) | Zara, H\&M, Primark, Peek & Cloppenburg, MediaMarkt; 302 units and a cinema complex | 205,700 | 9,704 | 3.6 | 2008 (C) 1976 (C) 2002 (C) 2012 (R) 2013 (R) 2023 | 97.5% | 144,200 | 55% | 100% | 144,200 | FC |
| Westfield Donau Zentrum (Vienna) | Interspar, Zara, H\&M, Peek & Cloppenburg, C\&A; 280 units, a cinema complex and hotel | 127,200 | 3,000 | 1.8 | 2003 (C) 1975 (C) 2000 (C) 2006 (C) 2008 (C) 2010 (R) 2012 | 98.6% | 127,200 | 100% | 100% | 127,200 | FC | |
| Total (according to the scope of consolidation) | 271,400 |
| Year of acquisition | Construction (C)/Refurbishment (R) date | Total floor space of the property owning companies (sqm) | % URW’s share | % of consolidation | Total floor space according to consolidation (sqm) | Consolidation method |
|---|---|---|---|---|---|---|
| 2003 (C) | 1975 (C) 1985 | 10,000 | 100% | 100% | 10,000 | FC |
| 2008 (C) | 1989 | 9,100 | 55% | 100% | 9,100 | FC |
| Total (according to the scope of consolidation) | 19,100 |
| GLA of the whole complex (sqm) | Parking spaces | Catchment area (in millions of people) | Year of acquisition | Construction (C)/Refurbishment (R) date | Occupancy (EPRA definition) | GLA of the property owning companies (sqm) | % URW’s share | % of consolidation | Total space according to consolidation (sqm) | Consolidation method |
|---|---|---|---|---|---|---|---|---|---|---|
| 260,800 | 12,000 | 3.1 | 2014 | 1996 | 97.7% | 254,000 | 50% | 50% | 127,000 | EM-JV |
| Westfield Ruhr Park (Bochum) | Galeria Karstadt Kaufhof, Zara, H\&M, |
| MediaMarkt, New Yorker, Sinn, Baltz; | 160 units and a cinema complex | 118,600 | 4,750 | 3.2 | 2012 (C) | 1964 | (R) 2015 | 99.4% | 110,100 | 65% | 100% | 110,100 | FC | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Paunsdorf Center (Leipzig) | C\&A, Decathlon, H\&M, Kaufland, MediaMarkt, Müller; | 189 units | 107,100 | 7,300 | 2.4 | 2012 (C) | 1994 | (R) 2012 | 91.3% | 107,100 | 45% | 50% | 53,600 | EM-JV | |
| Gropius Passagen (Berlin) | Kaufland, MediaMarkt, Müller, Primark, Woolworth; | 153 units and a cinema complex | 94,500 | 1,815 | 3.0 | 2012 (C) | 1964 | (R) 1997 | (R) 2019 | n/a | 94,500 | 18% | n/a | n/a | EM-A |
| Höfe am Brühl (Leipzig) | H\&M, MediaMarkt, Müller, New Yorker, Lidl, Pull & Bear; | 129 units | 50,500 | 820 | 2.9 | 2012 (C) | 2012 | 91.3% | 50,500 | 89.9% | 100% | 50,500 | FC | ||
| Palais Vest (Recklinghausen) | C\&A, H\&M, Kaufland, MediaMarkt, Reserved; | 115 units | 45,600 | 970 | 2.2 | 2012 (C) | 2014 | 87.8% | 45,600 | 89.9% | 100% | 45,600 | FC | ||
| Minto (Mönchengladbach) | H\&M, Mango, Müller, Saturn, Sportscheck, Zara; | 118 units | 41,600 | 905 | 1.3 | (C) 2015 | 97.8% | 41,600 | 89.9% | 100% | 41,600 | FC |
Total (according to the scope of consolidation) 428,400
| % URW’s share | % of consolidation | Total floor space according to consolidation (sqm) | Consolidation method |
|---|---|---|---|
| 4,900 | 2012 (C) | 2012 | 4,900 |
| 88.9% | 100% | 4,900 | FC |
| GLA of the whole complex (sqm) | Parking spaces | Catchment area (in millions of people) | Year of acquisition | Construction (C)/Refurbishment (R) date | Occupancy (EPRA definition) | GLA of the property owning companies (sqm) | % URW’s share | % of consolidation | Total space according to consolidation (sqm) | Consolidation method |
|---|---|---|---|---|---|---|---|---|---|---|
| 125,500 | 3,776 | 4.0 | 1990 | 1971 (R) 2021 | 96.1% | 115,000 | 100% | 100% | 115,000 | FC |
| Stadshart Zoetermeer | (Zoetermeer) | Albert Heijn XL, HEMA, Kruidvat, MediaMarkt, Primark; |
| Units | Total floor space (sqm) | Year of acquisition | Construction (C)/ Refurbishment (R) date | Total floor space of the property owning companies |
|---|---|---|---|---|
| 123 | 84,100 | 1983 | (C) 1983 (R) 2005 | 54,500 |
| 151 | 81,800 | 2005 | (C) 1960 (R) 1998 | 58,800 |
| Sub-total Shopping Centres in The Netherlands | ||||
| 228,300 | ||||
| Other holdings in The Netherlands | ||||
| In den Vijfhoek (Oldenzaal) | 21 | 7,800 | 1980 | (C) 1980 (R) 2021 |
| Zoetelaarpassage (Almere) | 19 | 6,500 | 1983 | (C) 1983 (R) 2015 |
| Sub-total Other holdings in The Netherlands | ||||
| 14,300 | ||||
| Total (according to the scope of consolidation) | 242,600 |
Catchment area: less than 30 minutes from the shopping centre.
(1) Car parks are partly owned by URW and are shared between retail and office.
| (sqm) | % URW’s share | % of consolidation | Total floor space according to consolidation (sqm) | Consolidation method |
|---|---|---|---|---|
| 5,800 | 2005/2016 | (C) 1999 | 5,400 | 100% |
| 5,700 | 1983/2005 | n/a | 5,600 | 100% |
| Total (according to the scope of consolidation) | 11,000 |
| GLA of the whole complex (sqm) | Parking spaces | Catchment area (in millions of people) | Year of acquisition | Construction (C)/Refurbishment (R) date | Occupancy (EPRA definition) | GLA of the property owning companies (sqm) | % URW’s share | % of consolidation | Total space according to consolidation (sqm) | Consolidation method |
|---|---|---|---|---|---|---|---|---|---|---|
| 193,600 | 10,831 | 10.1 | 1996 | 1957 (R), 1997 (R), 2007 |
United States Flagships incl. CBD centres
Westfield Garden State Plaza (Paramus, New Jersey)
| (R) | 92.7% | 106,700 | 50% | 50% | 53,300 | EM-JV | Westfield Valley Fair | (Santa Clara, California) |
|---|---|---|---|---|---|---|---|---|
| Cartier, Louis Vuitton, Gucci, Tiffany, Apple, Eataly, Prada, Longchamp, Alamo Theater; | 348 units | |||||||
| 177,900 | 8,217 | 5.3 | 1998 | (C) | 1986 |
| (R) | 95.2% | 95,700 | 50% | 50% | 47,800 | EM-JV | Westfield Southcenter | (Seattle, Washington) |
|---|---|---|---|---|---|---|---|---|
| Abercrombie, Express, Lululemon, Sephora, Victoria’s Secret; | 234 units and AMC Theatre | |||||||
| 154,100 | 6,916 | 3.1 | 2002 | (C) | 1968 |
| (R) | 92.8% | 75,200 | 55% | 55% | 41,400 | EM-JV | Westfield Topanga | (Canoga Park, California) |
|---|---|---|---|---|---|---|---|---|
| Apple, Tesla, Tiffany, Nespresso, Lululemon; | 260 units and AMC Theatre | |||||||
| 149,700 | 6,143 | 4.1 | 1994 | (C) | 1964 |
| (R) | 91.7% | 82,500 | 55% | 55% | 45,400 | EM-JV | Westfield Old Orchard | (Skokie, Illinois) |
|---|---|---|---|---|---|---|---|---|
| Louis Vuitton, Tiffany, Lululemon, Aritzia, Crate & Barrel; | 164 units | |||||||
| 136,400 | 7,608 | 3.4 | 2002 | (C) | 1956 |
| (R) | 92.0% | 76,500 | 100% | 100% | 76,500 | FC | Westfield Galleria at Roseville | (Roseville, California) |
|---|---|---|---|---|---|---|---|---|
| Gucci, Macy’s, Louis Vuitton, Apple, Restoration Hardware; | 241 units | |||||||
| 126,100 | 6,612 | 2.3 | 2002 | (C) | 2002 |
| (R) | 92.5% | 76,900 | 100% | 100% | 76,900 | FC | Westfield Montgomery | (Bethesda, Maryland) |
|---|---|---|---|---|---|---|---|---|
| Apple, Bath & Body Works, Lululemon, Tesla, Sephora; | 226 units and AMC Theatre | |||||||
| 124,800 | 5,689 | 3.2 | 1994 | 2024 |
| (C) 1968 | (R) 2001 | (R) 2014 | (R) 2016 | 85.2% | 77,700 | 100% | 100% | 77,700 | FC | |
|---|---|---|---|---|---|---|---|---|---|---|
| Westfield Century City | (Los Angeles, California) | Nordstrom, Eataly, Tiffany, Tesla, Equinox, | Tag Heuer, Aritzia, Lululemon; | 276 units and AMC Theatre | 122,400 | 4,775 | 8.1 | 2002 | ||
| (C) 1964 | (R) 2006 | (R) 2013 | (R) 2017 | 96.1% | 89,100 | 100% | 100% | 89,100 | FC | |
| Westfield UTC | (San Diego, California) | Hermès, Chanel, Tesla, Aritzia, Lululemon; | 252 units and AMC Theatre | 112,600 | 4,756 | 2.8 | 1998 | |||
| (C) 1977 | (R) 1998 | (R) 2007 | (R) 2012 | (R) 2017 | 97.3% | 86,400 | 50% | 50% | 43,200 | EM-JV |
| Westfield Culver City | (Culver City, California) | Macy’s, H\&M, Adidas, Victoria’s Secret; | 181 units | 98,800 | 4,285 | 4.8 | 1998 | |||
| (C) 1975 | (R) 2009 | (R) 2012 | 97.5% | 63,100 | 55% | 55% | 34,700 | EM-JV | ||
| Westfield World Trade Center | (New York, New York) | Apple, Longines, Eataly, H\&M, Banana Republic; | 128 units | 36,100 | n/a | 12.7 | 2012 | |||
| (C) 2016 | 76.4% | 36,100 | 100% | 100% | 36,100 | FC | ||||
| Sub-total Flagship Shopping Centres in the US | 622,100 |
| GLA of the whole complex (sqm) | Parking spaces | Catchment area (in millions of people) | Year of acquisition | Construction (C)/Refurbishment (R) date | Occupancy (EPRA definition) | GLA of the property owning companies (sqm) | % URW’s share | % of consolidation | Total space according to consolidation (sqm) | Consolidation method |
|---|---|---|---|---|---|---|---|---|---|---|
| 136,900 | 6,053 | 2.1 | 1997 | 1960 (R) 2005 (R) 2013 (R) 2016 | 94.9% | 65,000 | 53% | 53% | 34,400 | EM-JV |
| 107,500 | 4,432 | 2.4 | 1998 | 1973 (R) 2003 | 89.0% | 74,000 | 55% | 55% | 40,700 | EM-JV |
| 95,400 | 4,572 | 1.5 | 1994 | 1981 (R) 2008 (R) 2011 |
| Total floor space (sqm) | Year of acquisition | Construction (C)/ Refurbishment (R) date | Total floor space of the property owning companies (sqm) | % URW’s share | % of consolidation | Total floor space according to consolidation (sqm) | Consolidation method |
|---|---|---|---|---|---|---|---|
| 19,400 | 1997 | 19,400 | 53% | 53% | 10,300 | EM-JV | |
| 9,800 | 1996 | (R) 2006 | 9,800 | 100% | 100% | 9,800 | FC |
| 8,300 | 2002 | (C) 1956 | 8,300 | 100% | 100% | 8,300 | FC |
| 2,900 | 2014 | 2,900 | 100% | 100% | 2,900 | FC | |
| Total (according to the scope of consolidation) | 31,300 |
| Location | Total floor space (sqm) | Year of acquisition | Construction (C)/ Refurbishment (R) date | % URW’s share | % of consolidation | Total floor space according to consolidation (sqm) | Consolidation method |
|---|---|---|---|---|---|---|---|
| Westfield Fashion Square (Sherman Oaks, California) | 54,800 | 2002 | (C) 1961 (R) 2012 | 91.1% | 55% | 122,500 | EM-JV |
| Sub-total Regional Shopping Centres in the US | 122,500 | ||||||
| Total (according to the scope of consolidation) | 744,600 |
| GLA of the whole complex (sqm) | Parking spaces | Catchment area (in millions of people) | Year of acquisition | Construction (C)/Refurbishment (R) date | Occupancy (EPRA definition) | GLA of the property owning companies (sqm) | % URW’s share | % of consolidation | Total space according to consolidation (sqm) | Consolidation method |
|---|---|---|---|---|---|---|---|---|---|---|
| 236,400 | 5,200 | 4.8 | 2008 | 2008 (C) 2018 (R) | 90.8% | 236,400 | 50% | 50% | 118,200 | JO |
| 188,800 | 4,700 | 3.2 | 2011 | 2011 (C) 2023 (C) | 97.6% | 181,800 | 50% | 100% | 90,900 |
| Sub-total Shopping Centres in the UK | 216,100 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Other holdings | |||||||||||||||
| Whitgift (Croydon) | M\&S, Boots, New Look, River Island, Superdry, The Entertainer; 166 units | 141,900 | 2,039 | 1.9 | 2013 | 2023 | (C) 1968 | n/a | 141,900 | 100% | 100% | 141,900 | FC | ||
| Centrale (Croydon) | House of Fraser, H\&M, Zara, Next, Sports Direct, Metro Bank; 75 units | 74,100 | 950 | 1.9 | 2013 | 2023 | (C) 1988 | Drummond Centre (R) 2004 | n/a | 74,100 | 100% | 100% | 74,100 | FC | |
| Sub-total Other holdings in the UK | 216,000 | ||||||||||||||
| Total (according to the scope of consolidation) | 432,100 |
Catchment area: calculated by CACI.
| Total floor space (sqm) | Year of acquisition | Construction (C)/Refurbishment (R) date | Total floor space of the property owning companies (sqm) | % URW’s share | % of consolidation | Total floor space according to consolidation (sqm) | Consolidation method |
|---|---|---|---|---|---|---|---|
| United Kingdom | Westfield London (London) |
In accordance with your instructions we have undertaken valuations of the various freehold and leasehold property interests as at December 31, 2024 (the “valuation date”) either held directly by Unibail-Rodamco-Westfield SE (the “Company”) or held in a Joint Venture where the Company holds a share, as referred to in our valuation reports for each individual property. This Overview letter has been prepared for inclusion in the Company’s accounts. The valuations have been undertaken by our local valuation teams in each relevant country and have been reviewed by the Pan European Valuation teams of all three valuation firms. In arriving at an opinion of Fair Value (as defined in IFRS 13) for each property we have taken into consideration European wide investment transaction activity and not solely any investment activity in the domestic market. The intangible assets were appraised by the EY Advisory team in Paris.
We can confirm that we did not receive fees from the Company representing more than 10% of our respective turnovers. We can also confirm that our opinion of Fair Value has been reviewed against other valuations conducted across Europe, if applicable, for consistency of approach and consideration of the evidence and sentiment in the market place.
The valuations have been based upon the discounted cash flow ("DCF") or yield methodologies that are regularly used for these types of properties.
Following the tangible assets’ rotation made in 2021 by the Company and the one on intangible assets done in 2024, we confirm that, in situations where an appraisal firm saw its valuation mandate renewed for a given asset, the appraisal signatory of such asset did not exceed two consecutive mandates of four years, in accordance with RICS recommendations.
We set out below the basis and assumptions we have used in preparing our Valuation. We confirm that the valuations have been made in accordance with the appropriate sections of the current Practice Statements contained within the RICS Valuation – Professional Standards (the “Red Book”). This is an internationally accepted basis of valuation. Our valuations are fully compliant with IFRS accounting standards and IVSC valuation standards and guidance.
Published February 8, 2010.
We can confirm that we have prepared our valuations as External Valuers as defined in the Royal Institution of Chartered Surveyors Valuation Standards and our valuations have been prepared in accordance with our General Principles.
Our valuations are prepared on the basis of Fair Value and are reported as gross values (Fair value gross of any deduction made for typical purchaser costs).
Regarding the valuation of intangible assets attached to the shopping centres and of businesses, the instructions, standards and confirmations specific to real estate valuation do not apply.
The effective date of valuation is December 31, 2024.
The properties were inspected in the timeframe of January 2024 and December 2024.
| Appraiser Sector | Number of assets appraised | Number of assets visited in 2024 | Valuation including transfer taxes |
|---|---|---|---|
| (a) | (€ Mn) | Cushman & Wakefield | Shopping Centres/Offices & Others | 42 | 38 | 17,246 |
|---|---|---|---|---|---|---|
| (a) | (€ Mn) | Jones Lang Lasalle | Shopping Centres/Offices & Others | 45 | 42 | 16,444 |
| (a) | (€ Mn) | PricewaterhouseCoopers | Convention & Exhibition | 12 | 12 | 2,538 |
| (a) | (€ Mn) | Ernst & Young | Shopping Centres | 1 | – | 280 |
| (a) | (€ Mn) | Other appraisers | Shopping Centres | 3 | – | 3,348 |
| (a) | (€ Mn) | Internal valuation | Shopping Centres | 2 | – | 1 |
| (a) | (€ Mn) | Impact of the assets valued by two appraisers | Shopping Centres | (5) | – | (2,557) |
| (a) | (€ Mn) | Assets valued at cost and/or not appraised | Shopping Centres/Offices & Others | – | – | 1,245 |
| Total portfolio | 100 | 92 | 38,546 |
(a) On a proportionate basis.
| Valuation including transfer taxes | (€ Mn) |
|---|---|
| Freehold | 34,997 |
| Leasehold | 3,548 |
| Total portfolio | 38,546 |
(a) On a proportionate basis.
We have requested company management to confirm that the information which it has supplied to us in respect of the property and its lessees is both comprehensive and correct in all material aspects. It follows that we have made an assumption that details of all matters likely to affect value within their collective knowledge such as operating expenses, committed capital expenditures, financial elements including any doubtful debtors, sales based rental levels, prospective and signed leasing deals, lease incentives and all rent roll information and vacant units have been made available to us and that the information is up to date in all material aspects.
We have not measured the property and have relied on the areas which have been supplied to us.
We were not instructed to carry out a site survey or environmental assessment nor have we investigated any historical records to establish whether any land or premises are, or have been, contaminated. Unless we have been provided with information to the contrary, we assume that properties are not, nor are likely to be, affected by land contamination and that there are no ground conditions which would affect their present or future use.
We have not seen planning consents and we assume that properties have been erected and are being occupied and used in accordance with all necessary consents and that there are no outstanding statutory notices. We assume that buildings comply with all statutory and Local Authority requirements including building, fire and health and safety regulations. We also assume that any extensions currently under construction satisfy all planning regulations and all necessary permits are in place.
plans which have been supplied to us. Our valuations assume that, other than disclosed in our reports, there is good and marketable title to the properties and that they are free of any undisclosed burdens, outgoings, restrictions or charges. We have not read documents of title and for the purposes of our advice have accepted the details of tenure, tenancies and all other relevant information, which have been supplied by the Company.
Condition
We have reflected the general condition of the property as noted during our inspections. We were not instructed to carry out a structural survey but we have reflected any apparent wants of repair in our opinion of the value as appropriate. The property has been valued on the basis of the Company’s advice except where we have been specifically advised to the contrary, that no harmful materials have been used in its construction.
Taxation
Our valuations are prepared on the basis of Fair Value and are reported as gross values (Fair value gross of any deduction made for typical purchaser costs). No allowance has been made in our valuations for expenses of realisation or for any taxation, which may arise in the event of a disposal. However, when we have used the DCF methodology, we have deducted registration duty and transaction costs at the end of the model for the assessment of the exit value. All rental and capital values stated are exclusive of Valued Added Tax.
Valuation approach/impact
Properties that do not meet the sustainability characteristics expected in the market may represent a higher investment risk. Changes to legislation and market perception may affect prospects for rental and capital growth, and susceptibility to obsolescence. This view is supported by the RICS in their recently published guidance note “Sustainability and ESG in commercial property valuation and strategic advice (3rd Edition).”
As of today, we are currently collecting some ESG information and KPIs on properties being valued in EMEA and we are analysing the transactional market evidence to understand what importance is given to each ESG factor and how they are or were priced by buyers in ongoing or recent transactions. At this stage, there is limited information available to rationalise the exact impact of ESG and its components on market values, as many investors recently finalised their strategy and only started to collect KPIs. Some local and EU regulations are also recent, what does not provide sufficient experience to fully embrace the potential implications and possible solutions to comply with these regulations.
demonstrate fully whether additional value can be ascribed to retail assets. This investment market monitoring is also to assess where a brown discount is appropriate. As yet in the market we observe the yield gap between prime and more secondary assets to be widening with secondary assets often by definition to have lower EPC ratings. Additionally, we consider that it is likely that further legislation and regulation will be introduced in coming years. Alongside this, occupiers and investors in some sectors are becoming more attentive to the sustainability aspects of the buildings they choose to occupy or purchase.
In assessing our Market value, we have also considered the most recently transacted shopping centres and their ESG performance (Westfield Carré Sénart, Crossroads portfolio, Westfield Shopping City Süd, Aupark, Almere, Pasing Arcaden, Equinoccio and CH Ursynów). We would consider that these transactions give indications on what yields can be achieved for shopping centres with a similar sort of ESG performances.
In our study we have considered where the information provided is a positive or negative outlier relative to the average and assessed whether this matches the overall quality assessment of the asset to determine whether there is reduced or enhanced risk at an asset level. Overall, there is a lack of market evidence to show that there is a value impact for the sector at the valuation date but we will continue to track the risk profiles of the assets and work with URW in assessing the data set available.
We observe that URW is well advanced on ESG topics compared to their peers and was able to provide us with a significant amount of information to allow us to analyse the ESG performances of the portfolio.
Finally and in accordance with our normal practice we confirm that our valuations are confidential to the party to whom it is addressed for the specific purpose to which they refer. No responsibility whatsoever is accepted to any third party and neither the whole of our valuation reports, nor any part, nor references thereto may be published in any document, statement or circular, nor in any communication with third parties without our prior written approval of the form and context in which it will appear. In signing this Overview, each appraiser does so on its behalf for its own valuation work only.
Yours faithfully,
Christian Luft MRICS
Director
For and on behalf of Jones Lang LaSalle Limited
Geoffroy Schmitt
Partner
For and on behalf of PwC Corporate Finance
Jean-Philippe Carmarans MRICS
Director
For and on behalf of Cushman & Wakefield
Christophe Barthet
Partner
For and on behalf of EY Advisory
In accordance with your instructions we have undertaken valuations of the various freehold and leasehold property interests as at December 31, 2024 (the “valuation date”) either held directly by Unibail-Rodamco-Westfield SE (the “Company”) or held in a Joint Venture where the Company holds a share, as referred to in our valuation reports for each individual property. This Overview letter has been prepared for inclusion in the Company’s accounts. The valuations have been undertaken by our local valuation teams for each relevant asset and have been reviewed at the national level by each firm’s engagement leadership. In arriving at an opinion of Fair Value (as defined in IFRS 13) for each property we have taken into consideration nationwide investment transaction activity and not solely any investment activity in the local markets. The intangible assets were appraised by the EY Advisory team in Paris.
We can confirm that we did not receive fees from the Company representing more than 10% of our respective turnovers.
We can also confirm that our opinion of Fair Value has been prepared under guidelines as stipulated in the Uniform Standards of Professional Appraisal Practice ("USPAP"), which provide for a consistency of approach and analysis for all valuations undertaken in the US. The valuations have been based upon the discounted cash flow or yield methodologies that are regularly used for these types of properties. Following the tangible and intangible assets’ rotation made in 2024, we confirm that, in situations where an appraisal firm saw its valuation mandate renewed for a given asset, the appraisal signatory of such asset did not exceed two consecutive mandates of four years, in accordance with RICS recommendations.
We set out below the basis and assumptions we have used in preparing our Valuation.
We confirm that the valuations have been made in accordance with the appropriate sections of the current Practice Statements contained within the RICS Valuation – Professional Standards (the “Red Book”). This is an internationally accepted basis of valuation. Our valuations are fully compliant with IFRS accounting standards and IVSC valuation standards and guidance.
The valuations have been also prepared in accordance with the AMF recommendations regarding the presentation of valuation parameters of listed real estate companies, published February 8, 2010.
We can confirm that we have prepared our valuations as External Valuers as defined in the Royal Institution of Chartered Surveyors Valuation Standards and our valuations have been prepared in accordance with our General Principles.
All assets were valued on a total basis without regard to the Company’s ownership share and as unencumbered by debt.
Regarding the valuation of intangible assets attached to the shopping centres and of businesses, the instructions, standards and confirmations specific to real estate valuation do not apply.
The effective date of valuation is December 31, 2024.
The properties were inspected in the timeframe of January 2024 and December 2024.
1.
| Appraiser | Sector | Number of assets appraised | Number of assets visited in 2024 | Valuation including transfer taxes (a) (€ Mn) |
|---|---|---|---|---|
| Cushman & Wakefield | Shopping Centres/Offices & Others | 7 | 7 | 3,040 |
| Kroll | Shopping Centres | 8 | 8 | 6,636 |
| Ernst & Young | Shopping Centres | 1 | – | 163 |
| Other appraisers | Shopping Centres/Offices & Others | – | – | 250 |
| Internal valuation | Offices & Others | – | – | 41 |
| Assets valued at cost and/or not appraised | Shopping Centres/Offices & Others | – | – | 42 |
| Total portfolio | 16 | 15 | 10,172 |
(a) On a proportionate basis.
| Valuation including transfer taxes (a) (€ Mn) | |
|---|---|
| Freehold | 7,804 |
| Leasehold | 2,368 |
| Total portfolio | 10,172 |
(a) On a proportionate basis.
We have requested company management to confirm that the information which it has supplied to us in respect of the property and its lessees is both comprehensive and correct in all material aspects. It follows that we have made an assumption that details of all matters likely to affect value within their collective knowledge such as operating expenses, committed capital expenditures, financial elements including any doubtful debtors, sales based rental levels, prospective and signed leasing deals, lease incentives and all rent roll information and vacant units have been made available to us and that the information is up to date in all material aspects.
We have not measured the property and have relied on the areas which have been supplied to us.
We were not instructed to carry out a site survey or environmental assessment nor have we investigated any historical records to establish whether any land or premises are, or have been, contaminated. Unless we have been provided with information to the contrary, we assume that properties are not, nor are likely to be, affected by land contamination and that there are no ground conditions which would affect their present or future use.
We also assume that any extensions currently under construction satisfy all planning regulations and all necessary permits are in place.
We have relied upon tenancy schedules, summaries of additional income, non-recoverable costs and capital expenditure and business plans which have been supplied to us.
Our valuations assume that, other than disclosed in our reports, there is good and marketable title to the properties and that they are free of any undisclosed burdens, outgoings, restrictions or charges. We have not read documents of title and for the purposes of our advice have accepted the details of tenure, tenancies and all other relevant information, which have been supplied by the Company.
We have reflected the general condition of the property as noted during our inspections. We were not instructed to carry out a structural survey but we have reflected any apparent wants of repair in our opinion of the value as appropriate. The property has been valued on the basis of the Company’s advice except where we have been specifically advised to the contrary, that no harmful materials have been used in its construction.
Our valuations are prepared on the basis of Fair Value and are reported as gross values (Fair Value gross of any deduction made for typical purchaser costs) and as net values (Fair Value after deduction of typical purchaser costs). In addition, when we have used the DCF methodology, we have deducted registration duty and transaction costs at the end of the model for the assessment of the exit value. All rental and capital values stated are exclusive of Valued Added Tax.
Finally and in accordance with our normal practice we confirm that our valuations are confidential to the party to whom it is addressed for the specific purpose to which they refer. No responsibility whatsoever is accepted to any third party and neither the whole of our valuation reports, nor any part, nor references thereto may be published in any document, statement or circular, nor in any communication with third parties without our prior written approval of the form and context in which it will appear. In signing this Overview, each appraiser does so on its behalf for its own valuation work only.
Yours faithfully,
Deborah A. Jackson, CRE, FRICS
Senior Managing Director
For and on behalf of Cushman & Wakefield
Kroll, LLC
For and on behalf of Kroll
For and on behalf of EY Advisory
URW Group comprises 2 main legal entities:
The shares of URW SE and the Class A shares of URW NV are stapled together (the “Stapled Shares”) such that holders hold an interest in both URW SE and URW NV as if they held an interest in a single (combined) company. Any holder of a Stapled Share has the rights and obligations of both a shareholder of URW SE and a shareholder of URW NV:
The Stapled Shares are traded on the regulated market of Euronext Paris. The Group obtained the approval of the Euronext Listing Board on February 28, 2023 to change its market of reference from Euronext Amsterdam to Euronext Paris and delist the URW Stapled Shares from Euronext Amsterdam, while maintaining their listing on Euronext Paris.
In addition, a secondary listing on the Australian Securities Exchange has been established to allow former Westfield Corporation shareholders to trade Stapled Shares locally in the form of Chess Depositary Interests (“CDIs”).
The structure has been designed to take into account the interests of all former Unibail-Rodamco and Westfield Corporation shareholders by preserving the respective REIT regimes. URW Group operates under the Sociétés d’Investissements Immobiliers Cotées (“SIIC”) regime in France, the Sociedades Anónimas Cotizadas de Inversión en el Mercado Inmobiliario (“SOCIMI”) regime in Spain, the Fiscal Investment Institution (fiscale beleggingsinstelling, “FII”) regime for URW NV in The Netherlands and the Real Estate Investment Trust (“REIT”) regime in the United Kingdom and the United States.
URW SE fully consolidates URW NV and its controlled undertakings and URW SE’s consolidated financial statements therefore represent a comprehensive overview of the Group.
For any further information related to URW NV, please refer to its Annual Report available on the website https://www.urw-nv.com/en/investors/financial-information.
(1) Also owns a few Dutch assets.
| STAPLED SHARES | EUROPEAN ASSETS | SERVICES | US ASSETS | REIT |
|---|---|---|---|---|
| 59.5% | 100% | 40.5% | ||
| CROSS GUARANTEES |
As at December 31, 2024, the Group is structured as follows:
| * Australian entities. | ||
|---|---|---|
| UNIBAIL-RODAMCO-WESTFIELD SE | 100% | |
| URW AMERICA INC | WHL USA | US |
| SUBSIDIARIES | WEA HOLDINGS, LLC | UNITED STATES |
| UNITED STATES | FRANCE | EUROPE |
| 74.80% | 25.20% | 30.07% |
| 69.93% | United States part of the Group. | 100% |
| NORDIC SUBSIDIARIES | 100% | |
| GERMAN SUBSIDIARIES | 100% | |
| AUSTRIAN SUBSIDIARIES | 100% | |
| CZECH SUBSIDIARIES | 100% | |
| POLISH |
100%
100%
100%
100%
40.5%
100%
100%
100%
100%
100%
50%
100%
100%
100%
100%
100%
100%
1.9 Simplified Group organisational chart structure
41
41
41
49
80
81
83
92
102
114
117
117
117
117
118
118
120
120
Unibail-Rodamco-Westfield SE (“URW SE”) voluntarily refers to the Afep-Medef Corporate Governance Code of Listed Companies in the version of December 2022 (the “Afep-Medef Code” or “Code”). The Code is available on the AFEP (Association française des entreprises privées, French Association of Large Companies) website.
The Company strives to continuously apply the highest standards of corporate governance.
Recommendations set forth in the Afep-Medef Code are examined each year by the Governance, Nomination and Remuneration Committee (“GNRC”), which reports to the Supervisory Board (“SB”), in close collaboration with the Management Board (“MB”). Close attention is also paid to the report of the High Committee for Corporate Governance (Haut Comité de Gouvernement d’Entreprise), the report of the French Financial Markets Authority (Autorité des marchés financiers, (“AMF”)) on corporate governance and the remuneration of executives of listed companies, changes in governance practices in France and abroad, and the voting policies of investors and voting advisory agencies. To this end, an analysis incorporating the Company’s practices and, where appropriate, proposals for improvement, in the form of an action plan, are submitted to the GNRC and subsequently to the SB.
Thus, at its meeting of February 12, 2025, the SB carried out, in accordance with Article L. 22-10-10 of the French Commercial Code, a review of the Company’s proper application of the Afep-Medef Code and the proposals for improvement made by the GNRC. The SB concluded that the Group applies all recommendations of said Code, including those regarding the remuneration of executives of listed French companies.
Since 2007, the Company has adopted a dual governance structure: a European company with MB and SB, considering that such structure meets the best standards in corporate governance. It ensures a balanced structure between efficient and responsive management by the MB and control by the SB, whose diverse composition guarantees its independence and the quality of its supervision.
As of December 31, 2024, the MB is composed of 5 members and chaired by Mr Jean-Marie Tritant. The business address of the MB members is the Company’s registered address, 7, Place du Chancelier Adenauer, 75016 Paris. The MB members are appointed for a period of 4 years, until the general meeting deciding on the accounts of the past financial year held in the year in which their functions expire.
| MB members | Nationality | Age | Gender | Main function | Starting date | Renewal date | Expiry date of the term of office |
|---|---|---|---|---|---|---|---|
| Jean-Marie Tritant | French | 57 | M | Chief Executive Officer (“CEO”) MB Chairman | January 1, 2021 | December 4, 2024 | 2028 |
| Sylvain Montcouquiol | French | 50 | M | Chief Resources and Sustainability Officer (“CRSO”) MB member | January 1, 2022 | – | 2026 |
| Fabrice Mouchel | French | 54 | M | Chief Financial Officer (“CFO”) MB member | January 5, 2021 | December 4, 2024 | 2028 |
| Vincent Rouget | French | 44 | M | Chief Strategy and Investment Officer (“CSIO”) MB member | June 1, 2023 | – | 2027 |
| Anne-Sophie Sancerre | French | 46 | F | Chief Customer and Retail Officer (“CCRO”) MB member | May 2, 2023 | – | 2027 |
1 3 4 5 6 7 8
BORN ON: November 10, 1967
NATIONALITY: French
NUMBER OF STAPLED SHARES HELD: 61,183 (1)
• none
• MB Member and President US of URW NV.;
• Director and Chairman of URW America Inc.;
• Director and Chairman of Annapolis TRS Inc., Fashion Square Service TRS, Inc., GSP Service TRS, Inc., Montgomery Service, Inc., VF/UTC Service, Inc., WCL Holdings, Inc., Westfield Beneficiary 1, Inc., Westfield Beneficiary 2, Inc., Westfield Subsidiary REIT 1, Inc., Westfield Subsidiary REIT 2, Inc., Westland Properties, Inc. and Westland Realty Beneficiary, Inc.;
• Director of Broward Mall LLC, Roseville Shoppingtown LLC, Santa Anita Borrower LLC, Santa Anita GP LLC, Valencia Town Center Venture GP, LLC and Westfield Paramus 1 Inc.;
• Manager and Chairman of URW WEA LLC, West-OC 2 REIT 1, LLC, West-OC 2 REIT 2, LLC, West-OC 2 REIT 3, LLC, URW Airports, LLC, Westfield, LLC, Westfield Concession Management II LLC, Westfield, Gift Card Management, LLC, Westfield Property Management LLC, Westfield U.S. Holdings, LLC and WestNant Investment LLC;
• Manager of Annapolis REIT 1 LLC, Annapolis REIT 2 LLC, Annapolis REIT 3 LLC, Broward Mall LLC, Culver City REIT 1 LLC, Culver City REIT 2, LLC, Culver City REIT 3 LLC, Horton Plaza REIT, 1 LLC, Horton Plaza REIT 2 LLC, Horton Plaza REIT 3 LLC, Mission Valley REIT 1 LLC, Mission Valley REIT 2 LLC, Mission Valley REIT 3 LLC, North County REIT 1 LLC, North County REIT 2 LLC, North County REIT 3 LLC, Oakridge REIT 1, LLC, Oakridge REIT 2 LLC, Oakridge REIT 3 LLC, Plaza Bonita REIT 1 LLC, Plaza Bonita REIT 2 LLC, Plaza Bonita REIT 3 LLC, Promenade REIT 1 LLC, Promenade REIT 2 LLC, Promenade REIT 3 LLC, Santa Anita REIT 1 LLC, Santa Anita REIT 2 LLC, Santa Anita REIT 3 LLC, Southcenter REIT 1 LLC, Southcenter REIT 2 LLC, Southcenter REIT 3 LLC, Stratford City Offices (N°.1) LLC, Stratford City Offices (N°.2) LLC, Stratford City Shopping Centre (N°.1) LLC, Stratford City Shopping Centre (N°.3) LLC, Topanga REIT 1 LLC, Topanga REIT 2 LLC, Topanga REIT 3 LLC, West Valley REIT 1 LLC, West Valley REIT 2 LLC, West Valley REIT 3 LLC, White City Investments (N°. 1) LLC and White City Investments (N°. 2) LLC;
• Director of Descon Invest PTY Limited, Fidele PTY Limited, Nauthiz PTY LTD, Westfield America Management Limited, Westfield American Investments PTY Limited, Westfield Capital Corporation Finance PTY LTD, Westfield Queensland PTY LTD, WFA Finance (Aust) PTY Limited and WFD Finance PTY Limited.
(1) Excluding 7,299 Stapled Shares held via the Company Savings Plan.
BORN ON: April 16, 1970
NATIONALITY: French
NUMBER OF STAPLED SHARES HELD: 38,876 (1)
• none
• none
• none
(1) Excluding 11,305 Stapled Shares held via the Company Savings Plan.
44
BORN ON: October 2, 1974
NATIONALITY: French
NUMBER OF STAPLED SHARES HELD: 11,752 (1)
(1) Excluding 9,338 Stapled Shares held via the Company Savings Plan.
MB MEMBER – CHIEF STRATEGY AND INVESTMENT OFFICER
BORN ON: January 8, 1980
NATIONALITY: French
Supervisory Board of Beta Development, s.r.o., and Member of the Board of Directors of Centrum Černý Most a.s., Centrum Chodov, a.s. and Černý Most II, a.s.;
(1) Including 20,000 Stapled Shares held through his personal holding company. But excluding 2,116 Stapled Shares held via the Company Savings Plan.
BORN ON: October 2, 1978
NATIONALITY: French
NUMBER OF STAPLED SHARES HELD: 12,242 (1)
• Chairman of the Board of Directors of Proyectos Inmobiliarios Time Blue, Unibail Rodamco Steam SL, Managing Director of Unibail Rodamco Retail Spain SLU and Unibail Rodamco Spain SLU and Member and Secretary of the Board of Directors of Alonso Y Calle Sa, Circlow, Essential Whites SLU, Global Etsy Investments, Proyectos Inmobiliarios Kansar III SLU, Proyectos Inmobiliarios New Visions SLU, Sistemas Edgerton, South Pacific Real Estate SLU, Unibail Rodamco Ocio SLU, Unibail Rodamco Palma SLU, Unibail Rodamco Real Estate SLU, Unibail Rodamco Retail Spain SLU, Unibail Rodamco Spain SLU, Westfield Energy SL and Westfield Rise Spain SL; and
• Director of Unibail-Rodamco Belgium.
(1) Excluding 5,582 Stapled Shares held via the Company Savings Plan.
Share ownership requirements applicable to Management Board member
In order to align the interests of the MB members with those of the shareholders, and in accordance with a SB decision, the MB members are required to comply with the strict obligations governing the holding of investment in Company securities and prohibition of hedging (described in Section 2.2.2.5) in accordance with the Afep-Medef Code and Article L. 225-185 of the French Commercial Code. Moreover, the MB members have undertaken not to engage in hedging transactions in the Company’s securities.
The MB’s succession plan was successfully implemented several times and reviewed for the last time at the end of 2024 with the renewal of the MB mandates of the CEO and CFO.
Recent evolutions have confirmed the relevance of robust medium and short-term succession planning, ensuring that there is no vacancy at the level of the MB, while guaranteeing real fluidity in the changes in governance to ensure the smooth and secure continuity of the Group’s activity.
The MB succession plan, extended to members of the Executive Committee ("EC") once a year, was reviewed and discussed at length by the GNRC and the SB at various occasions in 2024 (7 GNRC meetings and 5 SB meetings had included such topic at the agenda). The discussions took place without the presence of any MB members.
In that perspective, before mid-2024, the SB, upon GNRC recommendation, has implemented a structured process allowing the evaluation of the succession plan and the definition of short and medium term actions.
Except in the event that a faster update is required, the succession plan is reviewed annually.
The MB is responsible for determining corporate strategy and overseeing operations in accordance with the corporate social interest, taking into account social and environmental challenges of the activity of the Company. It must act with independence, loyalty and professionalism within the limit of the corporate social interest. As provided for by the Afep-Medef Code, the SB assesses the functioning of the MB on an annual basis.
The MB defends the interests of the Group while taking into account the relevant interests of all of the Company’s stakeholders. It is responsible for the manner in which the Group carries out its duties.
Aside from coordination on the strategy, the MB policy and the Company’s representation in relation to third parties, the MB Chairman has direct responsibility for legal affairs, risks, crisis management and security, institutional relations, communication, internal audit and compliance. The MB Chairman also acts as Chief Operating Officer (“COO”) and thus supervises the Regional COOs who lead locally the retail asset strategy and the net rental growth and also coordinate some Centres of Excellence at European level. Starting on May 1, 2025, Mr Vincent Rouget will act as COO Europe, in addition to his roles as Member of the Management Board and Chief Strategy and Investment Officer, thus supervising the Regional COOs (including in the United Kingdom). Mr Jean-Marie Tritant, CEO, will continue direct supervision of the US region.
Upon recommendation from the Chairman of the MB and subject to the SB’s prior approval, the MB members shall divide their tasks among themselves.
The responsibilities and functions of the members of the MB, other than the CEO, are divided as follows:
The main provisions of the Articles of Association and the MB Charter governing the composition, role, duties and functioning of the MB are provided in Section 7.6.5.
The MB met 21 times during the year ended December 31, 2024, and deliberated on the following subjects:
| Principal responsibilities of the MB | Key areas addressed, managed and/or implemented in 2024 |
|---|---|
| Group strategy | * Follow-up and adjustment of the Group strategy; |
| * Investment and divestment operations in 2024; | |
| * Monitoring of the strategic disposals (costs and revenue) and investment transactions; | |
| * Digital and IT strategy, tools and projects; | |
| * Environmental Transition Action Plans; and | |
| * Specific monitoring of Westfield Hamburg-Überseequartier development project. | |
| Group financial policy, financial performance and reporting | - Review and closing of the 2023 statutory and consolidated financial statements and reporting on the consolidated half-year and quarterly financial information for 2024; |
| - Group 5-year business plan, budget, and monitoring costs & CAPEX of the Group; | |
| - Financial resources, balance sheet, financing Euro Medium Term Notes (“EMTNs”) and liquidity management; | |
| - Follow up of rating agencies; | |
| - Placement of a dual-tranche green bond; | |
| - The Group’s dividend distribution payment policy and decisions related to the distribution of an amount deducted from the “Additional paid-in capital” account; and | |
| - Closing of the forecast management documents and preparation of the quarterly activity reports for the SB. | |
| Internal audit, risk management and control systems | * Internal audits, internal control system and compliance matters; and |
| * Risk management and risk mapping. | |
| Governance and compliance with relevant laws and regulations | - Monitoring and promoting of the Group’s Anti-Corruption Programme and the Group’s Compliance Programme; |
| - Group Insurances Programme; | |
| - Grant and follow-up of endorsements and guarantees; | |
| - Compliance Book update; and | |
| - Compliance with regulatory/legal requirements and changes. | |
| Company remuneration policy and performance assessments | * Employee remuneration policy of the Group with a focus on Group senior management; |
| * Review of the Executive Committee’s performance and remuneration; | |
| * Grant of Performance Stock Options (“SO”) and Performance Shares (“PS”); and | |
| * Share capital increase reserved for employees. | |
| Human resources | - Talent development and management; |
| - Diversity and inclusion policy; | |
| - Employee satisfaction survey: monitoring and analysis; | |
| - Succession plans within the Group; and | |
| - Recruitment of key Group positions. | |
| Shareholder outreach and engagement | * Investor and proxies advisors dialogue and road-shows; |
| * Notice of meeting for the Annual General Meeting (“AGM”) and related documentation (agenda, resolutions, MB report, etc.), answer to written questions and shareholder requests; | |
| * General Meeting; | |
| * Group communication; and | |
| * 2023 Universal Registration Document and 2024 HY Financial Report. |
As at December 31 2024, the SB consists of 10 members, of which 8 members are independent. Mr Jacques Richier is the Chairman of the SB since May 11, 2023.
The principal provisions of the Articles of Association and the charters of the SB and of its committees governing the composition, role, responsibilities and functioning of the SB and its committees are provided in Section 7.6.
A. Changes occurred in 2024 pursuant to the April 30, 2024, General Meeting
B. Changes pursuant to October 4, 2024, Supervisory Board Meeting
C. Changes in 2025
In the Supervisory Board composition
Upon the GNRC's recommendation, the SB will propose at the April 29, 2025, General Meeting (GM):
The renewal of the SB mandate of Ms Julie Avrane for a period of 3 years;
Mr Michel Dessolain and Ms Dagmar Kollmann have decided not to seek for renewal of their SB mandates at the 2025 AGM.
Upon the GNRC's recommendation, to optimize the size and the functioning of the SB, the SB has decided not to propose the appointment of any other candidates.
The SB took note of the resignation of Ms Cécile Cabanis as at February 12, 2025, following her recent appointment as Deputy CFO of Group LVMH. Mr Roderick Munsters was appointed as SB Vice-Chairman as at February 12, 2025, to succeed Ms Cécile Cabanis.
2. In the composition of the committees
- Ms Julie Avrane would be appointed as GNRC member following the
April 29, 2025, GM ;
The SB believes that such redesign of its composition will enable an appropriate size and increased agility, while ensuring a wide range of relevant knowledge and experience, and a balanced diversity to perform its duties in the most appropriate manner.
For more details, please refer to the convening notice 2025, available on the Company’s website.
(1) Prior to URD publication.
The SB composition reflects a strong commitment in terms of independence (80% independent), gender diversity (60% women/40% men) and international exposure (30% non-French with 6 nationalities represented), and the wide-ranging experience and expertise of its members. The average SB member age is 58.6 years. The current composition aligns with the Group’s strategy through their relevant active executive or senior leadership experience, and expertise in real estate/asset management, retail and hospitality, international markets (including the Continental Europe, the US and the UK), ESG/sustainability, corporate governance/remuneration, risk oversight/compliance, finance and restructuring/disposals, among other areas. The skills and expertise are summarised in the biographies of the SB members and detailed in the experience matrix presented then after.
| Mr Michel Dessolain | AC member** | French | Nonindependent | |
|---|---|---|---|---|
| Mr Michaël Boukobza | GNRC member* | French | Nonindependent | |
| Mr Jacques Richier | SB Chairman | AC member** | French | Independent |
Attendance: 97.3%
80%
58.6
60% Female
40% Male
| Ms Cécile Cabanis | SBVice-Chair | French | Independent |
|---|---|---|---|
| Ms Sara Lucas | ACmember | British and French | Independent |
| Ms Julie Avrane | ACmember | French | Independent |
| Ms Aline Sylla-Walbaum | GNRCmember | French | Independent |
| Ms Dagmar Kollmann | GNRCmember | Austrian | Independent |
| Mr Roderick Munsters | GNRCChairman | Canadian and Dutch | Independent |
| Ms Susana Gallardo |
| Name | Shares held (1) | Committee | Age | Gender | Nationality | Independence | First appointed | Term expires at GM | SB seniority at year-end 2024 |
|---|---|---|---|---|---|---|---|---|---|
| Mr Jacques Richier | 4,252 | AC | 69 | M | French | Independent | 2023 | 2026 | 1.6 |
| Ms Cécile Cabanis | 2,087 | AC | 53 | F | French | Independent | 2020 | 2025 | 4 |
| Mr Roderick Munsters |
| Name | Shares | Company | Age | Gender | Nationality | Status | Term Start | Term End | Remuneration |
|---|---|---|---|---|---|---|---|---|---|
| Ms Julie Avrane | 1,200 | AC | 53 | F | French | Independent | 2020 | 2025 | 4 |
| Mr Michaël Boukobza | 1 | GNRC | 46 | M | French | Non-independent | 2024 | 2026 | 0.2 |
| Mr Michel Dessolain | 106,731 | AC | 69 | M | French | Non-independent | 2022 | 2025 | 2.6 |
| Ms Susana Gallardo | 1,950 | GNRC | 60 | F | Spanish | Independent | 2020 | 2027 | 4.1 |
| Ms Dagmar Kollmann | 725 | GNRC | 60 | F | Austrian | Independent | 2014 | 2025 | 10.5 |
| Ms Sara Lucas | 200 | AC | 59 | F | British and French | Independent | 2023 | 2027 | 1.6 |
| Ms Aline Sylla-Walbaum | 1,057 | GNRC | 52 | F | French | Independent | 2021 | 2027 | 3.6 |
(1) For details related to holding shares, please refer to the biography of the relevant SB member.
The biography of each SB member includes a description of competences and key expertise. All SB members have multiple skills and experiences, as described in the experience matrix then after. Please refer to this matrix for the meaning of icons included in each biography.
The business address of the SB members is the Company’s registered address, 7, Place du Chancelier Adenauer, 75016 Paris.
Independent
BORN ON: February 12, 1955
NATIONALITY: French
NUMBER OF STAPLED SHARES HELD: 4,252
development of offers with environmental value; and
54
Extensive experience advising boards of French and international listed companies on governance and strategy at McKinsey & Company.
GNRC MEMBER
Non-independent
BORN ON: June 22, 1978
NATIONALITY: French
NUMBER OF STAPLED SHARE HELD: 1 (1)
Listed company
Other company
(1) Staple Share acquired on January 10, 2025.
56
Supervisory Board member resigning as at February 12, 2025.
• Deputy CFO of Group LVMH (listed, France) since June 7, 2024;
• Former Deputy CEO of Tikehau Capital S.C.A. (listed, France) (September 1, 2021 until June 7, 2024);
• Former CFO, Technology & Data, Sustainability & Procurement, and former Vice-Chair of the Board of Directors and former member of the Executive Committee of Danone S.A. (listed, France); she served in a range of key positions in finance since joining Danone S.A. in 2004;
• Former Deputy Director Mergers & Acquisitions at France Télécom;
• Began her career in 1995 at L’Oréal in South Africa, as Logistics Manager and Head of Management Control, then in France as an internal auditor; and
• Graduated from the Institut National Agronomique Paris-Grignon as an agricultural engineer.
Independent
December 13, 1971
French
2,087
• Deputy CFO of Group LVMH (France).
• Member of the Supervisory Board of Mediawan S.A.S. (France); and
• Member of the Board of the French Anti-trust Authority (France).
• Deputy CEO at Tikehau Capital S.C.A. (France)(listed);
• CFO and member of the Executive Committee of Danone S.A. (France) (listed);
• Vice-Chair of the Board of Directors of Danone S.A. (France) (listed);
• Member of the Supervisory Board of Teract S.A., (France, listed);
• Chair of the Audit and Risks Committee of Schneider Electric S.E. (France) (listed);
• Member of the Supervisory Board of Société Éditrice du Monde S.A. (France);
• Director at France Medias Monde S.A. (France); and
• Independent Director and member of the Audit and Risk Committee at Schneider Electric S.E. (France).
End of mandate at the 2025 General Meeting.
Non-independent
BORN ON: December 2, 1955
NATIONALITY: French
NUMBER OF STAPLED SHARES HELD: 106,731 (1)
• None
GmbH, CentrO Oberhausen GmbH, SL Oberhausen Beteiligungs GmbH;
(1) Mr Dessolain holds 51,731 Stapled Shares directly, also 55,000 Stapled Shares through his personal holding company (Sydes S.A.), for a total of 106,731 Stapled Shares. This excludes 2,352 Stapled Shares held via the Company Savings Plan.
Experience in worldwide real estate due to expertise in URW shopping centres, which are widely located in Europe, the UK and the US, and also as Head of International Development at Habitat at the start of his career; and
Experience as COO Europe from 2018 to 2021, and member of the Management Board of Unibail-Rodamco SE, and recently as former Special Advisor to the Chairman of the MB of URW SE; a major and recognised player in the field of shopping centres (Continental Europe, UK and US).
Extensive responsibility for oversight and reporting all relevant ESG topics as Managing Director of UR-LAB, the URW Group’s research and innovation structure specifically created in 2012 to accelerate the Group global innovation capacity of URW and Viparis, notably on ESG issues such as carbon footprint reduction;
As a permanent guest of the MB of URW SE, is actively involved in the constant reviews of ESG-related objectives and programmes through interaction with the ESG teams; and
Actively supported the top management on energy transition matters, as a Board member of Electra, a European ultra-fast chargers development company.
60
• Former Director of Abertis (an infrastructure company which owns Sanef), CaixaBank (LaCaixa Group) and Criteria Caixa; former Vice-President of Pronovias; and
• Began her career in finance at Banco de Europa as a money market trader.
Independent
December 2, 1964
Spanish
1,950 (1)
• Non-executive Director, and Vice-Chair of the Board of Banijay Group N.V. (The Netherlands) (formerly known as FL Entertainment N.V.).
• Chair-elect of the Family Council of Landon Grupo Corporativo (Spain);
• Director of Goodgrower S.A. (Spain);
• Member of the Advisory Board of Universitat International de Catalunya in Barcelona (Spain); and
• Director of the Fundacion Aurea (Spain).
• Chair of Fundacion Bienvenido (Spain), ended in 2022.
• Relevant active executive or senior leadership experience:
• Corporate Governance/Remuneration:
• Real estate/asset management:
• International experience (including healthcare):
• Retail experience:
• ESG (competencies in social, environmental, climate and governance matters) and sustainability:
corporate social responsibility strategy and practices; and to review the aforesaid policy, ensuring that it is orientated towards value creation. Oversees and evaluates the process of establishing relations with different stakeholders. Coordinates the process of reporting on non-financial information and on diversity, pursuant to the applicable regulations and in line with international reference standards. Responsible of the review and draft the annual Corporate Social Responsibility Report prior to its submission to the Board of Directors; and
(1) Ms Susana Gallardo holds 1,950 Stapled Shares, of which 1,850 are held through her personal controlled company (Susanvest S.L.U.).
MS DAGMAR KOLLMANN
Independent
July 9, 1964
Austrian
725
Over 20 years’ senior management experience as CEO of Morgan Stanley Bank AG; through key transactions and M&A deals in consumer, industrial and service sectors, gained invaluable insights into strategic and tactical challenges of global businesses in transformation.
High level of financial expertise gained through various senior management positions in finance and banking, including responsibility for Corporate Finance, Mergers and Acquisitions, Real Estate Advisory and Principal Investments, including IPOs, Secondary Offerings and Debt Capital Markets; extensive experience in valuation, value creation, market positioning and critical success factors for large listed companies.
Significant experience in risk management as Chair of Audit Committees of Deutsche Telekom AG, Deutsche Pfandbriefbank AG and Hypo Real Estate AG; extensive experience in anti-trust competition regulation in a wide range of segments including but not limited to consumer goods, financial and digital markets as one of the 5 Commissioners of the Monopolies Commission in Germany, serving since 2010; detailed work in corporate real estate lending as member of Risk and Liquidity Committees of Hypo Real Estate Holding (HRE)AG and Deutsche Pfandbriefbank AG.
• ESG (competencies in social, environmental, climate and governance matters) and sustainability:
62
Independent
BORN ON: May 23, 1965
NATIONALITIES: British, French
NUMBER OF STAPLED SHARES HELD: 200
• None
• Director of Grosvenor Europe (UK), President of French structures.
• Chief Executive Officer of Grosvenor Property Europe (UK) and other mandates within Grosvenor (non listed).
• Operational and executive experience in various roles since the late 1980s, and on Boards of Directors, particularly in banking and commercial real estate.
• Has worked as a Director in France and the UK, and has acquired a vast knowledge of the European real estate market through various positions. Participated in the takeover of the European activities of WGS, and was Chief Executive Officer at Grosvenor Property Europe, managing a team across 5 countries;
• Head of Portfolio Management, responsible for fund strategy at Grosvenor Fund Management with assets in France, Spain, Italy, Sweden and Portugal.
• Responsible for all property market, asset and valuation input for Credit Committees and facility reviews for France & Benelux, established and chaired cross border valuation group for the Royal Bank of Scotland.
• Long-recognised expertise in commercial real estate and asset valuation since the late 1980s;
• Responsibilities in asset portfolio valuation at WGS, and at the Royal Bank of Scotland;
SB Vice-Chairman and AC Chairman as at February 12, 2025.
MR RODERICK MUNSTERS
Independent
July 19, 1963
Canadian, Dutch
1,000
• None
More than 25 years of executive and non-executive experience in the financial services industry, as CEO and CIO, in asset management, private equity and real estate; extensive international M&A experience, on both buy and sell side.
Over 30 years' hands-on and executive experience for over 30 years, with 15 years as CIO at Europe’s 2 largest pension funds, ABP and PGGM, and as CEO of Robeco Group and of Edmond de Rothschild Asset Management, responsible for European asset management companies with a global presence and a large client-base in Europe, the US and Asia; also as non-executive Director at Amvest Real Estate and AlpInvest Private Equity Partners.
64
Independent
June 12, 1972
French
1,057
Diversity, remuneration policy and best practices; at Christie’s, co-Lead of the Global Diversity and Inclusion internal committee; and at Chaumet, lead for engagement projects and involved in the Responsible Jewellery Council assessment; and
The SB annually reviews its own composition considering many elements. As part of its annual assessment, the GNRC and the SB conduct a review of SB member profile to ensure that the SB is able to fulfil its responsibilities and obligations in the best possible conditions. The profile reflects the desired composition of the SB, in particular regarding the strategy pursued by the Group and the objectives to be achieved (including through the SB succession plan) in order to form and maintain a predominantly independent SB, distinguishing itself through the diversity of its members in terms of gender, age and nationality, as well as their skills, expertise and experience.
The SB and the GNRC consider that SB members collectively have the right balance of skills, expertise and experience to ensure effective oversight of activities and to provide relevant advice to the Management Board to fulfil their obligations in the interest of the Company. As part of its effectiveness evaluation, the SB has initiated a reflection to enrich in the mid-term perspective its composition, with profiles bringing particular skills in ESG/sustainability in line with the Group’s objectives, and in cybersecurity or digital, subjects that are equally important in light of the international challenges and risks and the strategic innovations launched by the Group.
In accordance with the law, the SB must have between 8 and 14 members. As of December 31, 2024, the SB comprises of 10 members. The SB will propose to the 2025 General Meeting to reduce the current size to 8 SB members, considering that a redesign of its composition will be more relevant for the Company and will allow for optimum functioning with still enough members to have diverse profiles, with eclectic perspectives and horizons, while preserving a real proximity between its members, allowing quality of discussions and agility, essential for its proper functioning.
The SB makes sure during discussions on (i) the SB succession plan, (ii) the typical profiles/competencies of SB members as established in its Charter and (iii) the SB assessment, to respect diversity in the age of its members and in the desired average target age. This approach is consistent with the statutory age limit of 75 and the age limit of less than 70 for up to two-thirds of SB members.
As at December 31, 2024
| Average age of SB members | 58.6 years |
|---|---|
| Average seniority of SB members | 4 years |
must be at least 40%. At year-end 2024, the SB comprises of 60% of women and 40% of men. The SB shall be composed of profiles of different nationalities in order to have broad and multi-cultural points of view especially with natives of countries in which the Group operates.
| As at December 31, 2024 | |
|---|---|
| Proportion of women | 60% |
| Proportion of men | 40% |
| Number of nationalities within the SB | 6 |
The SB has identified 9 skills, experiences and expertise essential to best carry out its supervisory role as well as its duties, in light of the nature and scope of the international operations of the Group, the Group’s strategy for the medium and long-term, and the related risks:
| Skills/experience | Jacques Richier (1) | Cécile Cabanis (1) | Roderick Munsters (2) | Julie Avrane (1) | Michaël Boukobza (2) | Michel Dessolain (1) | Susana Gallardo (2) | Dagmar Kollmann (2) | Sara Lucas (1) | Aline Sylla-Walbaum (2) | % |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Executive or Board member | • | • | • | • | • | • | • | • | • | • | 100 |
| Retail/real estate/asset management | • | • | • | • | • | • | • | 80 | |||
| Finance/audit | • | • | • | • | • | • |
Every year, the GNRC and the SB carry out an in-depth independence analysis of each SB member pursuant to the criteria of the Afep-Medef Code and 2 specific supplementary criteria as detailed below. Those criteria are included in the SB Charter.
Not a Director of a company in which an MB member of the Company holds a Director role (which they are therefore responsible for controlling) (cross ties).
Has not temporarily managed the Company during the preceding 12 months while members of the MB were absent or unable to fulfil their duties.
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
80% of the SB members, i.e. 8 of the 10 members, have been qualified as independent by the SB as at December 31, 2024.
At its meeting on February 12, 2025, the SB conducted an independence analysis of each of its members in accordance with the 10 criteria as detailed previously, for which the outcomes are detailed below:
| Criterion | Details |
|---|---|
| Criterion 1 | Not an employee or executive officer within the previous 5 years |
| Criterion 2 | No crossed mandates |
| Criterion 3 | No significant business relationship (details then after) |
| Criterion 4 | No close family ties |
| Criterion 5 | Not an auditor of the Company within the previous 5 years |
| Criterion 6 | Not a member of the SB for more than 12 years |
| Criterion 7 | Not received personal financial remuneration from the Company (no STI or LTI) |
| Criterion 8 | Not representing any major shareholder of the Company (>10%) |
| Criterion 9 |
No crossed ties with the MB
Not representing a MB member within the previous 12 months
Qualification determined by the SB
| Mr Jacques Richier | (1) | 1.6 | Independent |
|---|---|---|---|
| Ms Cécile Cabanis | (1) | 4 | Independent |
| Mr Roderick Munsters | (2) | 7.6 | Independent |
| Ms Julie Avrane | (1) | 4 | Independent |
| Mr Michaël Boukobza | (2) | 0.2 | Non-independent |
| Mr Michel Dessolain | (1) | 2.6 | Non-independent |
| Ms Susana Gallardo | (2) | 4.1 | Independent |
| Ms Dagmar Kollmann | (2) | 10.5 | Independent |
| Ms Sara Lucas | (1) | 1.6 | Independent |
| Ms Aline Sylla-Walbaum | (2) | 3.6 | Independent |
Independence rate 80% (8/10)
(1) Audit Committee.
(2) Governance, Nomination and Remuneration Committee.
independent members.
Regarding Mr Michaël Boukobza, he represents a major shareholder of the Group, therefore, the SB confirmed that Mr Boukobza did not meet criterion n°8, representing a shareholder having more than 10% of the Company’s capital.
Regarding Mr Dessolain, the SB noted that he did not meet criteria n°1, n°7 and n°8, having been an employee of URW until March 2022, receiving remuneration in this respect (benefitted from PS and SO, acquired during salary), and having been proposed by a major shareholder of the Group.
The French Financial Markets Authority (AMF) recommends that the independence of an SB Chairman be justified in detail. In a dual corporate governance structure in which the SB’s role is to exert oversight and control over the actions of the MB, and governed by a principle of non-interference in the executive duties of the MB, the risks of a conflict of interest are limited.
A specific quantitative and qualitative independence analysis was conducted for Mr Jacques Richier, SB Chairman.
Other than as a non-executive Chairman of the SB and AC member, he has no relationship of any kind with the Group or its management. Moreover, as SB Chairman in a two-tier governance structure, Mr Jacques Richier has no executive function and is not involved in day-to-day operations nor the operational decisions of the Group. Other than the remuneration received for his contribution provided as an SB and AC member in 2024, he has not received personal financial remuneration, including any remuneration in the form of shares nor any remuneration related to the performance of the Group (no STI or LTI), from the Group.
Accordingly, upon the recommendation of the GNRC, after an in-depth analysis of the 10 independence criteria mentioned above, including the criterion n°3 detailed then after, the SB concluded that Mr Jacques Richier is independent.
There is no direct or indirect business relationship between URW Group and respectively Mr Michaël Boukobza, Mr Michel Dessolain, Ms Susana Gallardo, Mr Roderick Munsters, Ms Sara Lucas and Ms Sylla-Walbaum hence, no further detailed assessment was made on this criterion n o 3.
In assessing whether an SB member is independent in accordance with the Afep-Medef Code and the SB Charter, one criterion (criterion n°3) to be fulfilled is that an SB member must not be a customer, supplier, investment banker or commercial banker that is material for the URW Group, or for which the URW Group represents a significant part of the entity’s activity.
In accordance with AMF requirements and the Afep-Medef Code, in considering the materiality, the SB shall examine the financial relationship between URW and the specific entity for which the SB member held a mandate, when possible, in absolute and relative amounts, the continuity in duration and intensity of the relationship and the position of the SB member in the company, the legal entities signing contracts and the number of stores and the percentage it represented out of all stores in the consolidated Group portfolio in 2024.
An in-depth analysis was conducted given the mandates held by Mr Jacques Richier as at December 31, 2024.
After verification, it is noted that URW does not have any business relationships with Rothschild Martin Maurel.
URW does have business relationships with IDI SCA, Allianz France Group and Diot-Siaci.
A lease was signed in March 2022 with Culturespaces for Westfield Hamburg, between Unibail-Rodamco ÜSQ Rouge B GmbH & Co. KG. and Culturespaces Germany GmbH (with IDI SCA in its capital since February 2022 (i.e. before Mr Richier's appointment at URW).
In addition, Mr Richier’s independence has also been qualitatively analysed. Specifically, (i) he is not implicated in the day-to-day operations nor the operational decisions of the companies; (ii) the contracts are entered into between subsidiaries and not at the parent level; and (iii) discussions on a specific service contract terms and negotiations never rise to the SB level.
The business relationships between Allianz France and URW are very limited. Allianz France is one of URW’s insurers for the following marginal covers: (i) pension and health expenses for expatriate/inpatriate employees, and (ii) health costs of French employees working abroad (mainly IGP). The global Allianz France premiums are marginal and represent 0.7% of the amount of insurance premiums of URW Group in 2024.
In addition, Mr Richier’s independence has also been qualitatively analysed. Specifically, (i) he is not implicated in the day-to-day operations nor the operational decisions of the companies; (ii) the contracts are entered into between subsidiaries and not at the parent level; and (iii) discussions on a specific service contract terms and negotiations never rise to the SB level.
In addition, Mr Richier’s independence has also been qualitatively analysed. Specifically, (i) he is not implicated in the day-to-day operations nor the operational decisions of the companies; and (ii) discussions on a specific service contract terms and negotiations never rise to the SB level. Given the foregoing, the business relationships between URW, IDI SCA, Allianz France Group and Diot-Siaci are qualified as non-material. Therefore, based on the work of the GNRC, the SB concluded that Mr Jacques Richier is independent with respect to this criterion no 3.
Pursuant to Article L. 225-79-2 of the French Commercial Code, companies above certain thresholds must provide for employee representatives within their Supervisory Board. Likewise, pursuant to Article L. 225-71 of the French Commercial Code, listed companies whose shares held by employees account for more than 3% of the share capital are required to appoint 1 or several employee shareholder representatives to their Supervisory Board. At December 31, 2024, the URW Group remains below the above mentioned thresholds.
Although the Company is not subject to the legal obligations regarding employee representation on the SB, the Group is committed to employee dialogue and works with employee representatives. In addition, since 2009, the European Employees Committee (“EEC”) has received information regarding the Group’s economic situation and has discussed all issues regarding the Group’s employees, including Group strategy, strategic transaction, ESG policy and working conditions. This body is also a forum for the exchange of best practices within the countries. Various meetings are organised by the Group with the works councils and trade unions.
Succession planning is key to the long-term competitiveness and growth of the Company. Departure or incapacity of key people from top management (MB and EC) and from the SB is an identified risk factor for the Company.
(1) GNRC members and CEO/CRSO; and SB Vice-Chair when dealing with the SB Chair recruitment.
As every year, the SB succession plan has been reviewed in order to remain proactive and operational in its implementation under all circumstances.
At the March 13, 2025, SB meeting, the SB decided to propose at the 2025 General Meeting:
1. the renewal of the SB mandate of Ms Julie Avrane for a period of 3 years,
2. the ratification of the co-optation of Mr Michaël Boukobza and his appointment as SB member for a period of 3 years, and
3. the appointment of Mr Xavier Niel as SB member for a period of 3 years.
Mr Michel Dessolain and Ms Dagmar Kollmann have decided not to seek for renewal of their SB mandates at the 2025 AGM.
Upon the GNRC's recommendation, to optimize the size and the functioning of the SB, the SB has decided not to propose the appointment of any other candidates.
The SB believes that such redesign of its composition will enable an appropriate size (8 members) and increased agility, while ensuring a wide range of relevant knowledge and experience, and a balanced diversity to perform its duties in the most appropriate manner.
new candidates; and
The functioning of the SB is governed by the Company’s Articles of Association and the SB Charter whose main provisions are described in section 7.6 and are available on the Company’s website.
In 2024, the SB held 10 meetings (including 4 ad hoc meetings) and 2 specific days dedicated to the Group’s strategy (strategic retreat).
| SB members as at December 31, 2024 | SB 10 meetings | AC 6 meetings | GNRC 8 meetings |
|---|---|---|---|
| Mr Jacques Richier | 100% (10/10) | 100% (6/6) | – |
| Ms Cécile Cabanis | 70% (7/10) | 100% (6/6) | – |
| Mr Roderick Munsters | 100% (10/10) | – | 100% (8/8) |
| Ms Julie Avrane | 100% (10/10) | 100% (6/6) | – |
| Mr Michaël Boukobza (mandate started on October 4, 2024) | 100% (2/2) | – | 100% (2/2) |
| Mr Michel Dessolain | 100% (10/10) | 100% (6/6) | – |
| Ms Susana Gallardo | 100% (10/10) | – | 88% (7/8) |
| Ms Dagmar Kollmann | 100% (10/10) | – | 88% (7/8) |
| Ms Sara Lucas | 100% (10/10) | 100% (6/6) | – |
| Ms Aline Sylla-Walbaum | 100% (10/10) | – | 100% (8/8) |
Average attendance rate 97% 100% 95%
The member attendance rate was 97% for all SB meetings in 2024, including ad hoc and regular meetings, for members sitting as at December 31, 2024.
The members of the SB were systematically informed of the work and recommendations of the 2 specialised committees and the work of the Statutory Auditors. The minutes and documents of all meetings of the AC, the GNRC and the SB are exclusively and systematically made available through a secured digital platform.
The SB members who were not able to participate in all the meetings of the SB and the Committees were able to examine the subjects dealt with and the minutes of the meetings via the secured platform where all documents are made available for each meeting and contact the MB for any request on a particular subject.
Once a year, the SB and MB typically take the opportunity to visit assets in a country where the Group operates to discuss strategic matters, competition and market developments in-depth, and to interact directly with the local management teams. In 2024, the SB Strategic Retreat was held in Paris (France) to meet with local teams.
The SB and the MB focused on (i) the US deleveraging, (ii) the Group financial position and capital allocation, (iii) the growth levers (Retail operations expertise and Westfield Rise / Retail Media), (iv) the investment market and asset strategy, and (v) the Viparis strategy. Throughout 2024, in-depth discussions were held on the Group’s strategic objectives, challenges and opportunities.
In addition to informal gatherings, the SB can meet without the MB whenever deemed necessary and does so on a regular basis, mostly at the end of the regular meetings (through “executive sessions”). Five non-executive sessions were held in 2024. The subjects discussed are diverse and members of the SB can express themselves openly on any subject of their choice in order to guarantee total freedom of expression.
Each new SB member takes part in an induction programme individually tailored to their particular skill sets, experiences and expertise. The induction programme provides the new member with information unique to the Group and its business activities, its financial reports, legal affairs, compliance, ESG and sustainability, and also crisis management. New members also meet with key people within the organisation (members of the Executive Committee, Directors of departments/regions, employees invited to the various committees), and conduct site visits of Group assets as well as main competitors.
Further to the co-optation of a new member of the SB on October 4, 2024, an intensive programme was specifically set up, and meetings with the SB and MB members, senior executives, and the Statutory Auditors were scheduled.
An annual half day training session is organised for all SB members, often associated with the visit of one or more Group’s assets. In addition, asset visits are organized throughout the year. In 2024, SB members were able to visit many URW and competitor assets: Westfield Euralille, Beaugrenelle, Building Metal 57, Westfield La Part Dieu and Confluence in France; Westfield Mall of the Netherlands and Stadshart Amstelveen in The Netherlands; La Vaguada, Westfield Parquesur, L’Illa, Westfield Glories, Westfield La Maquinista, Diagonal Mar and Splau in Spain; Westfield Mokotov, Westfield Arkadia, Centrum Ursinow and Wroklovia in Poland; Westfield Chodov, Centrum Cerny Most, and Metropole Zlicin in Czech Republic; and Westfield Donau Centrum and Westfield Shopping City Sud in Austria.
Year 2024 included 4 trainings scheduled for half a day, during which a significant amount of time was devoted to questions and answers. The sessions focused on: (i) Crisis Management and Communication considerations presented by the Group General Counsel, the Group Director of Security and Crisis Management, the Head of Security Europe and a former Head of Cabinet at DGSI (French Intelligence Service); (ii) Glaciology considerations presented by the CRSO, the Group Director of Sustainability and an internationally renowned glaciologist, also a leading voice in climate advocacy; (iii) an overview of Carbon Markets and Natural Climate Solution facilitated by an international expert, the CRSO and the Group Director of Sustainability; and (iv) Retail consumer insights and Marketing priorities presented by the CCRO, the Group Director of Data and the Group Director, Brand and Marketing.
The areas of improvement identified during the 2023 assessment process were continuously followed as a priority in 2024. To this end, upon the proposal of the GNRC Chairman, the 2 project leaders, members of the SB, were reappointed to build the new action plan especially prepared in early 2024.
At the July and December 2024 GNRC and SB meetings (executive sessions), the status of the action plan was extensively discussed. The major conclusions were discussed at the end of 2024. Of the 18 proposed recommendations:
The SB, upon recommendation of the GNRC, has decided to carry out the 2024 evaluation internally, via the secured platform dedicated to this purpose.
After discussion, in order to have a suitable and relevant questionnaire, the GNRC Chairman approved the content of the evaluation questionnaire in early October 2024. The questionnaire was sent out and then completed anonymously, and with confidentiality ensured, in October and November 2024 by the members of the SB, the CEO and the CRSO. Individual interviews with the SB Chairman were scheduled in parallel. The SB questionnaire comprised of 58 questions raising many subjects such as its functioning, its members/composition (skills, background, ESG expertise), its committees (ESG-specific responsibilities), the SB and committee Chairs, strategy, culture, succession planning and independence.
At meetings held in December 2024, the results were discussed by the GNRC and then the SB, via a report and a rating grid.
The evaluation of the effectiveness of the SB and subsequent analysis concluded that the SB assessed its overall functioning at 4.4/5, 4.2/5 for the AC and 4.6/5 for the GNRC. The SB considers positively its overall effectiveness at 8.1/10, and its managerial culture at 8.5/10.
The SB now appears to have reached cruising speed with the right balance in its composition. The SB considers it has a high level of expertise in terms of culture and behaviour with a range of skills and experience considered satisfactory. However, a size optimization of the SB may be considered.
The SB is perceived by its members as well organized, structured and chaired by a respected, diplomatic and recognized personality. SB members can freely interact and express views (open and transparent discussions), with a high level of integrity and respect to other members.
The interaction between the SB and the MB remains fluid with respective accessibility, with some adjustments expected on specific topics like developments projects.
Other points of attention were raised by the SB, such as (i) monitoring of the effectiveness of the SB prior approval thresholds, (ii) SB independence level (80% at year-end 2024), and (iii) monitoring of the potential conflict of interests.
Like in 2023 and 2024, the SB decided to set up an action plan for 2025 under the supervision of the GNRC Chair. The action plan will include recommendations on the 4 pillars of the evaluation (strategy, governance, culture and functioning).
The GNRC Chair will be in charge of building this action plan. The GNRC has proposed to the SB that it work in a non-exhaustive way on 12 recommendations put forward in previous years and which require particular follow-up to date. It also recommended that the SB work on 6 new priorities which will cover a wide range of strategic topics (major development projects, ESG risk and internal/external audit controls, etc.), governance (conflicts of interest, fluidity of exchanges with the MB, etc.), and operational (increased efficiency and longer time in meetings).
Ongoing monitoring of the action plan will be provided throughout the year to assess progress and implement corrective actions where necessary.
Governance and compliance with relevant laws and regulations
The following key topics are an important part of the Group’s strategy and are carefully followed by the SB. They are discussed in detail in other sections of this Universal Registration Document (please refer to the following sections for further detail):
In addition to its prerogatives, the SB discussed in particular all the major actions carried out in 2024.
On business, the SB discussed on several occasions (i) the deleveraging/divestment strategy (Europe and the US), (ii) Westfield Hamburg Überseequartier (“WHU”) project (business updates, mitigation action plan, external audit report and its findings and conclusions, Total Investment Cost (TIC) evolution, reporting and process, financial impact and Group Financial ratios, action and next steps, press releases and communication strategy), and (iii) the acquisition of stake in URW Germany JV from partner CPP Investments, concerning 5 shopping centres in Germany.
focusing on administrative costs.
On ESG and sustainability, the SB reviewed and discussed (i) the non-financial information disclosure, and the upcoming CSRD and its audit approach, (ii) the new ESG strategy’s KPIs and target considerations in preparation of the 2025 MB Remuneration Policy, (iii) the appointment of statutory auditors in charge of certifying the sustainability information, and (iv) the relevance of an ESG committee.
On representative bodies, the SB focused on (i) the MB succession planning (renewal of the mandates of the CEO and CFO) and related remuneration decisions, (ii) the SB members' mandate renewals proposed at the 2024 General Meeting, and (iii) the co-optation of Mr Boukobza as SB and GNRC member, replacing Xavier Niel who resigned from his SB mandate on October 4, 2024, further to his appointment at the Board of Directors of ByteDance (TikTok's parent company) early September 2024.
On governance, the SB worked on the SB effectiveness action plan.
ESG is a core component of URW’s long-term competitive strategy and is at the heart of the Group business model (for more details, please refer to section 1.3 of this Universal Registration Document).
In addition to the governance bodies (Management Board and Supervisory Board), URW is committed to applying its diversity and inclusion policy to all Group employees. In this respect, the SB annually reviews the Group’s Diversity Policy and more specifically the gender policy on the balanced representation of women and men within the governance bodies. In 2021, URW defined a “Senior Management” group, which includes employees with a level 15 or higher position, and any employee with country responsibility for Leasing, Legal or Development/Construction; or regional responsibility for Marketing, Shopping Centre Management/Technical Services or Westfield Rise, provided they are at least level 14.
The goal is that the Senior Management group maintains a minimum of 40% women, measured at each year end. In addition, a diversity target must be set in the annual variable compensation and long-term variable compensation for all members of the Management Board and the Executive Committee. These subjects are reviewed and challenged by the GNRC in order to ensure that the Group achieves its objectives under the supervision of the SB.
For more information on these objectives, see section 3.2.3.1.3, of this Universal Registration Document.
shareholders. To formalise this commitment to shareholders, a Shareholder Engagement Policy has been published and is available on the Group’s website. It provides information to shareholders on the engagement process and highlights the importance of clear communication, transparent shareholder engagement and the Group’s commitment to non-selective information and equal treatment among shareholders. In addition, when the SB considers that a resolution may be or has been the subject of relevant opposition, it may release a public communication (also published on the Company’s website) to shareholders to communicate the decisions adopted by the SB to clarify any potential concern.
The dialogue initiated by the Company with its shareholders is focused on 3 areas:
In accordance with Article 5 of the SB Charter, the SB has 2 specialised committees: the Audit Committee and the GNRC, each of which focuses on, and explores in-depth, specific topics of its overall competence. Each committee operates based on the SB’s Charter, which describes its composition, role, responsibilities, organisation and functioning. The committees make recommendations and advise the SB within their scope of responsibility. The SB is, however, ultimately responsible for all the decisions and actions taken on the committees’ recommendations.
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
The AC is chaired by Ms Cécile Cabanis and consists of 5 members, 4 members including the AC Chair being independent. The AC members are selected by the SB, upon the recommendation of the GNRC. Pursuant to French Commercial Code requirements and the Afep-Medef Code, every AC member is an expert or has relevant skills in finance and in accounting for listed companies or for other large companies which apply the IFRS accounting standards.
AC members receive the meeting documents, which include a detailed agenda and comprehensive papers at least 3 days before each meeting. To allow for optimal preparation for the review of the accounts, the AC meets at least 48 hours prior to the SB meeting at which the full-year and half-year financial statements are reviewed. The SB is informed of the proceedings and recommendations of the AC at its meeting directly following that of the AC.
The AC met 6 times in 2024 (including 1 ad hoc meeting, and 3 times in the presence of the Statutory Auditors). Membership attendance was 100% for all AC meetings. Two sessions outside the presence of the Management Board and Executive Directors were held in 2024, where the Statutory Auditors’ reports outcomes, the improved coordination for URW SE and URW NV report, Goodwill, Key Audit Matters, the new audit norms to enter in force in 2025, CSRD, and prior SB approval rules (SB Charter) were discussed.
The AC focused on Westfield-Hamburg-Uberseequartier. Many notes were shared and discussed with the AC and project teams. At the initiative of the MB, the AC requested an external audit following the increase in the total investment costs in July 2024. The audit work was reviewed and challenged by the AC on several occasions in light of the major progresses made, in the presence of the external auditor selected. A site visit was organized in early 2025.
The AC deals with recurring issues, such as accounting and financial elements (interim and annual financial statements), internal control, risk management and NAV. It examines and supervises the Company’s publication of financial information. It also ensures the relevance and efficiency of the Group’s accounting and financial standards, tax and funding policies, internal audit, risk management and control procedures. As part of its risk management scope, the AC also deals directly with ESG topics such as climate change, societal risks and the Group insurance programme. Preparatory meetings are systematically scheduled with the AC Chair and URW’s internal teams on financial results, risk management, non-financial information disclosure, and various specific topics related to the Group’s current business.
From 2024, an additional meeting of the AC dedicated to the non-financial information disclosure is scheduled systematically in March to further address the non-financial performance statement in the presence of the independent Statutory Auditors in charge of certifying the sustainability information. They presented their findings to the AC (2023 sustainability performance, scope and main findings of Third-party verifier and appointment of sustainability auditors).
80%
100%
| 60% | 40% | |
|---|---|---|
| Ms Julie Avrane | Independent | |
| Ms Cécile Cabanis | Independant | Chair |
| Mr Jacques Richier | Independent | |
| Mr Michel Dessolain | Non-independent | |
| Ms Sara Lucas |
76
Furthermore, in 2024, cyber insurance risks were reviewed by the AC and the SB, in light of the global cyber security and insurance markets, and the particularities of the core business of the URW. Since the beginning of 2024 and even earlier, especially in the preparation and anticipation of risks related to the Paris 2024 Olympic Games, cyber risks (as part of the Group risk mapping) have been widely discussed and a deep dive working session was held in 2024 at SB level. Given the importance of cyber risk monitoring in an Olympic year, a comprehensive review was also organized during the discussions on terrorism and major risks, with emphasis on the cyber risks.
The Health and Safety risks were examined and challenged by the AC as part of the Group’s risk mapping (compliance and regulation deep dive), also through specific internal audits conducted. Health and Safety risks were also addressed and discussed through the regular reviews of the Better Places Roadmap. Artificial Intelligence (AI) was discussed at part of the Group’s risk mapping, through compliance and regulatory risk reviews, and case studies were organized. AI was also part of the topics extensively challenged during the 2024 SB strategic Seminar. AI was discussed at length at 2023 SB training sessions (facilitated by the Group Director of IT) and will be addressed during the 2025 SB training day.
The AC may also carry out specific examinations on its own initiative or at the request of the SB. The AC may solicit the advice of external advisors as it deems necessary. In addition to the regular contact that the AC has with the MB and its Statutory Auditors, it is free to interview experts in particular fields without MB members being present. The AC also has access to valuations carried out by independent appraisers.
requirements for the verification of sustainability information, as well as about the different steps conducted by the Sustainability Team, methodology and underlying hypothesis leading to adjusted offers. After discussions and having considered all pro’s and con’s, upon AC recommendation, the SB decided to submit the appointments of KPMG S.A. and Deloitte & Associés as Statutory Auditors in charge of certifying the sustainability information for a period of three-year term expiring at the end of the AGM called in 2027 to approve the financial statements for the year ended December 31, 2026. KPMG S.A. and Deloitte & Associés were appointed as Statutory Auditors in charge of certifying the sustainability information by the 2024 AGM.
The GNRC considers that having a single committee dedicated to both nomination and remuneration makes it possible to improve the effectiveness of the debates, given the interdependence of the vast majority of the subjects dealt with and the strictly identical composition of the 2 former committees (one for nomination and one for remuneration). The composition, functioning and responsibilities of the GNRC are governed by the GNRC Charter, which is established by the SB.
The GNRC is chaired by Mr Roderick Munsters and consisted of 5 members, 4 members being independent, as at December 31, 2024.
the CRSO and the Group General Counsel. The GNRC meets outside the presence of the MB whenever it considers it necessary and does so on a regular basis, at the end of meetings when possible. The GNRC may solicit the advice of external advisors and is free to interview such advisors without MB members being present as deemed necessary. At least once a year, the Group Director of Internal Audit and Compliance presents a compliance report. Additionally, other persons may be invited to attend by the GNRC Chairman, notably the Group Director of Compensation and Benefits, the Group People Officer and the Group Director of Corporate and Securities Law, for the topics under their expertise. Members receive the meeting documents, which include a detailed agenda and comprehensive papers, at least 3 days before each meeting. The SB is informed of the GNRC’s proceedings and recommendations at its meeting directly following that of the GNRC.
The GNRC met 8 times in 2024 (including 4 ad hoc meetings). Eight meetings were held outside the MB’s presence in 2024, where the following topics were discussed: SB and specialised committees’ effectiveness and related action plan, SB succession planning and 2024 renewals and co-optation (including appointment of committee members), SB profile and experience matrix, SB rotation rules and overboarding analysis, MB and EC succession plannings with a focus on the CEO and the CFO mandate renewals (process and timeline), CEO 2024 objectives, governance general considerations including relevance of an ESG committee, and the URW transformation plan. The member attendance rate was 95% for all meetings, including regular and ad hoc meetings.
The GNRC is responsible for reviewing and advising the SB on: (a) MB and SB member profiles and selection criteria, (b) the scope, composition and functioning of the MB and the SB, (c) the independence of SB members, the (re)appointment of MB and/or SB members through application of the established succession plans which are regularly discussed, (e) the Group’s corporate governance rules and practices, (f) Group talent management, including MB and top management succession planning, and (g) the Remuneration Policy for the Chairman of the MB and the other members of the MB (fixed income, annual variable remuneration, long-term variable remuneration and other benefits) and the SB Remuneration Policy.
| PERCENTAGE OF INDEPENDENT MEMBERS | 80% |
|---|---|
| AVERAGE ATTENDANCE | 95% |
| Mr Michaël Boukobza | Non-independent | |
|---|---|---|
| Mr Roderick Munsters | Independent | Chair |
| Ms Susana Gallardo | Independent | |
| Ms Dagmar Kollmann | Independent | |
| Ms Aline Sylla-Walbaum | Independent |
No convictions or offences
To the best of the Company’s knowledge and based on their individual declaration, none of the SB or MB members has, over the past 5 years:
None.
The MB members have undertaken not to engage in hedging transactions on the URW securities until the end of their mandate.
To the knowledge of the Company, there are no family ties between the SB or MB members of the Company.
To the knowledge of the Company, there are no conflicts of interest or potential conflicts of interest between the Company and the MB and/or SB members with respect to their personal interests or their other obligations.
abstain from discussions and the decision-taking process on the subject or transaction in relation to which he/she has a conflict of interest.
In addition, the SB and MB members must seek prior SB approval before accepting any new mandate of any type, including in another company, in order for the SB to conduct, among other things, a conflict of interest and independence analysis.
The SB and the MB are also subject to the rules established in the Group’s Code of Ethics and Anti-Corruption Programme, applicable to all Group employees (for more details, please see Section 3.2.4).
No SB nor MB members whose mandate is currently in effect is bound by a service contract with the Company or any of its subsidiaries that provides for the granting of benefits at the end of said contract.
The SB updated on February 12, 2025, upon the recommendation of the AC, the procedure for the identification and qualification (ex-ante) and monitoring (ex-post) of related party agreements and common agreements. After a reminder of the legal framework, this procedure formalises the various stages of verification, ensuring an effective detection and monitoring of related party agreements and common agreements, its qualification by the Corporate Legal department until its signing and, as the case may be, prior approval by the SB and approval by the General Meeting for related party agreements. This procedure was disclosed within the Group and is available on the Group website. The procedure provides that the list of common agreements related to ordinary transaction and conducted under normal conditions shall be reviewed in advance by the Corporate Legal department, and then transmitted annually to the SB members for their review during the SB meeting relating to the control of the accounts for the last financial year. This procedure is reviewed annually by the SB and an awareness campaign is also conducted among URW teams.
As part of an intra group transaction relating to the capitalization of intra group loans between URW SE and URW N.V., an amendment to the Participation Maintenance Subscription Right Agreement was entered into between these companies in order to secure URW SE's discretionary exercise of its subscription right thereunder (conversion of the class B share premium reserve).
This information is included in the Statutory Auditors’ special report (see Section 5.8).
equivalent amount (based on the value at the time of the acquisition of the stapled shares) at least equals to one year of gross (fixed & variable) remuneration perceived as SB member (i.e. excluding committee remuneration, and other additional remuneration and expenses). As at December 31, 2024, all SB members comply with this share ownership requirement, on the basis of the value of the share at the date of the shares acquisition.
| Regional heads | Functional heads |
|---|---|
| Chaired by Mr Jean-Marie Tritant, as CEO, as of December 31, 2024, the EC is made up of the Group’s 12 main executives, representing the |
geographical areas in which the Group operates as well as the corporate functional units.
Starting from January 1st, 2025, the EC is made up of the Group's 11 main executives, Mr Vincent Jean-Pierre acting as Chief Operating Officer Northern Europe and United Kingdom.
The EC is in charge of implementing in a concrete and coherent way the financial and strategic orientations set by the MB in consultation with the SB. The EC meets on average quarterly to evoke the performance objectives, define the short, medium and long-term challenges, the structural initiatives and the advancement of strategic priorities of the Group.
| Jean-Marie Tritant | Chief Executive Officer | Chairman of the MB |
|---|---|---|
| Vincent Rouget | Chief Strategy Investment Officer | MB member |
| Fabrice Mouchel | Chief Financial Officer | MB member |
| Sylvain Montcouquiol | Chief Resources and Sustainability Officer | MB member |
| Anne-Sophie Sancerre | Chief Customer and Retail Officer | MB member |
| Bruno Donjon | COO Southern Europe | |
| Jakub Skwarlo | COO Central Europe | |
| Dominic Lowe | COO US | |
| Vincent Jean-Pierre | COO Northern Europe & UK | |
| Christi Karandikar | EMD, Group People Officer |
A word from the Governance, Nomination and Remuneration Committee Chairman
Dear shareholders,
URW delivered strong operational, financial and sustainability-related performance in 2024.
Net Rental Income increased by 6.7% on a like-for-like basis, vacancies reduced by 60 bps vs. 2023, back to 2017 levels. Footfall progressed more than the market, sales progressed above inflation. Westfield Rise, our media agency, delivered on promises, with €75 Mn of net margin generated for the Group. Our Convention & Exhibitions business Net Operating Income is up by 66%, on the back of the successful Paris 2024 Olympics.
The deleveraging program is on track, with €1.6 Bn of disposal transactions delivered during the year, leading to a strong improvement in the Net Debt/EBITDA ratio from 9.3x to 8.7x, and providing the Group with ample liquidity and access to financing.
Significant progress was made on an in-depth reorganization and simplification of the Group’s organization around 4 large regions, resulting in a substantial 10% reduction in the Group’s general expenses vs 2023, in a high inflation context.
As a result, the 2024 AREPS is achieved above guidance, at €9.85 per share, and a cash distribution of €3.50 per share, increased by 40% vs. previous year, will be proposed at the 2025 AGM.
With the restructuring of the US platform, focused on flagship assets, in line with the Group’s strategy, the Group decided to keep this US platform and is now geared for strong future growth.
The Group has also delivered on its Better Places 2030 sustainability initiatives, which has attracted global recognition. URW is ranked in the top 100 most sustainable companies by Corporate Knights, Time magazine and Statista; it has been recognized as one of the top 10 best gender-balanced companies in France (and top 100 worldwide) by Equileap, among other distinctions and achievements referenced in chapter 3.1.
The remuneration policy for the Supervisory Board has been in place, with minor adjustments, since 2018, when it was reviewed after the acquisition of Westfield. After an in-depth review and market benchmarking, the Governance, Nomination and Remuneration Committee (GNRC) recommended to the Supervisory Board (SB) to keep the remuneration policy unchanged, without indexation for inflation over the period.
On February 12, 2025, further to the resignation of Cécile Cabanis, SB Vice-Chair and Audit Committee Chair, my responsibilities of GNRC Chair will be transferred to Aline Sylla-Walbaum, as I will be taking up the roles of SB Vice-Chair and AC Chair.
During 2024 and early 2025, the MB remuneration policy was reviewed, in terms of quantum, structure and design. This review led the GNRC to recommend the SB to keep it largely unchanged. The design of both Short-Term Incentives and Long-Term Incentives were considered appropriate and aligned with the Group’s strategy, and will remain unchanged in 2025, with the same performance measures and weightings. To allow for long-term performance to have a stronger weight in the Management Board’s overall remuneration and better market alignment, the range of LTI grant size, expressed in IFRS value, will be proposed at the upcoming General Meeting to be reviewed to 120%-180% of the fixed income, with a target at 150%, vs. 125% previously.
Both the CEO and CFO were appointed as MB members in January 2021, and their MB mandates were up for renewal, at the latest at the time of the AGM 2025. On December 4, 2024, the Supervisory Board decided to renew their mandates for a further four-year period.
In accordance with the URW MB remuneration policy, and in line with the Afep-Medef code of Corporate Governance, the fixed remuneration of MB members is set at the start of each mandate, and kept constant, with no inflation indexation, for the whole duration of the four-year mandate, unless a significant change in size, scope or responsibility occurs.
A thorough review of their total remuneration package was performed by the GNRC, who recommended the SB to approve an increase for the CEO’s fixed income by 20% to €1.2 Mn and the CFO’s fixed income by 5% to €787.5k. These increases were decided primarily based on the total remuneration benchmark against a relevant group made of the CAC40 and Next40 companies, where URW’s market cap is close to median.
The total remunerations for the CEO and CFO are respectively slightly below median and slightly below upper quartile. These increases are also consistent with that of the broader URW workforce over a 4-year period.
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
General Meeting and are not planned to be increased for the upcoming 4 years.
On December 4, 2024, the SB also approved the addition to the responsibilities of the Chief Strategy & Investment Officer of the supervision of three European regions in the capacity of COO Europe, starting May 1, 2025. This will not result in a change of his fixed remuneration.
The 2024 STI remuneration policy for the MB rewards for achievements on various financial, operational and sustainability performance measures, such as AREPS, Net Debt/EBITDA, Disposals, Gross Administrative expenses, Greenhouse gas emissions and gender diversity (together, weighted 85%), and three individual objectives (weighted 15%). With the strong operational performance delivered in 2024, the average total STI achievement, across all MB members, is 120% of target. All details are provided in section 2.3.1.1 below.
To acknowledge the negative impact of the WHU delays and cost overruns, that only partially impacted this score, the GNRC and the MB agreed on a proposed 20% reduction of the overall payout, which was approved by the SB. The impact of this proposed reduction is presented below in the MB remuneration report.
In May 2024, at the end of the 3-year performance period of the 2021 LTI, the 3-year AREPS metric, weighted 45% was fully achieved, with a cumulative €25.84 per share over the 2021-2023 period, vs. a cumulative high end of guidance at €25.10. The ESG-related targets, together weighted 10%, were fully achieved as well. During the performance period, the Total Shareholder Return (TSR) of URW was 109.7% on a 90-day average basis, vs. the peer group achieving 132.4%. The TSR performance condition, weighted 45%, is therefore not achieved. Overall, the performance of the 2021 LTI plan is 55%.
For the remuneration-related votes at the 2025 General Meeting, I, and my successor Aline Sylla-Walbaum, look forward to receiving your support. The GNRC is committed to an open dialogue with shareholders, and we remain available to engage with any shareholder who would want to do so.
Yours sincerely,
Roderick Munsters
Chairman of the Governance, Nomination and Remuneration Committee
The following Remuneration Policy applicable to the MB members as from 2025 will be submitted for shareholder approval (resolutions n° 13 and n°14). The Remuneration Policy will be applicable as from January 1 of the year of the shareholder approval.
The remuneration of the MB members is determined by the SB, upon recommendation of the GNRC, and in accordance with the Afep-Medef Code as revised in December 2022.
The SB designs the Group Remuneration Policy in line with best-in-class market practice and shareholder interests.
This policy ensures the alignment of the MB with shareholders and with Group strategy by:
Our decision-making process is driven by the GNRC, which ensures transparency and independence:
| GNRC MAKES | RECOMMENDATIONS | TO SB |
|---|---|---|
| REMUNERATION | BENCHMARK | SB DECIDES |
| FULL DISCLOSURE | IN THE | REGISTRATION DOCUMENT AND |
| ON WEBSITE | GM APPROVAL | OF REMUNERATION POLICY AND |
| PREVIOUS YEAR | POLICY |
GNRC CONSULTS SHAREHOLDERS
| STEP 1 | January – February |
|---|---|
| STEP 2 | February – March |
| STEP 3 | March |
| STEP 4 | March – April |
| STEP 5 | May |
| STEP 6 | June – December |
| ATTRACT | MOTIVATE | RETAIN | REWARD | ALIGN |
|---|---|---|---|---|
| Attract high-potential candidates to boost the management team | Motivate to deliver on challenging short- and long-term objectives | Retain to maintain a highly experienced and collaborative MB | Reward to achieve individual and collective objectives, and to make decisions that contribute to the Group’s value creation and long-term success | Align the MB members’ interests with those of shareholders and stakeholders |
| BEST REMUNERATION GOVERNANCE STANDARDS | BALANCED COMPREHENSIVE REMUNERATION ASSESSMENT | PAY FOR SUSTAINABLE PERFORMANCE | TRANSPARENCY | INDEPENDENT EXTERNAL BENCHMARKING |
|---|---|---|---|---|
The SB and GNRC commit to the highest standards of remuneration governance, and constantly strive to take account of the latest recommendations from national and international authorities, as well as voting policies of shareholders and proxy advisors.
It ensures the alignment of MB members’ interests with the long-term value creation objectives of the Group and its stakeholders.
The SB conducts significant outreach and engagement with shareholders and proxy advisors with respect to the Remuneration Policy. Continued efforts are made to explain and get feedback.
A comparative analysis is conducted at the start of every mandate (or whenever a specific review is needed) with the support of an external independent advisor, taking into account remuneration practices in companies relevant to the size and geographical scope of the Group.
| Included | Excluded |
|---|---|
| Reasonable and balanced remuneration based on benchmarks provided by an external independent advisor | No welcome bonus |
| Cap on STI | No exceptional remuneration |
| Cap on overall LTI allocation | No service agreement |
| 3-year vesting for PS | No additional defined benefit pension (“retraite chapeau”) |
| 3-year vesting for SO | No intra-Group Board fees |
| Stringent performance conditions over a 3-year performance period | No employment contract (1) |
| ESG-related performance measures in STI and LTI | No discount on SO subscription price |
| Obligation to retain shares | No profit-sharing scheme |
| Clawback and malus provisions | No reward for underperformance |
| No grant of LTI without performance conditions |
The table below summarises the MB Remuneration Policy applicable in 2025, subject to General Meeting approval.
During 2024 and early 2025, the MB remuneration policy was reviewed, in terms of quantum, structure and design. This review led the GNRC to recommend the SB to keep the design of both STI and LTI largely unchanged, while the quantum of the LTI policy has been reviewed to allow for long term performance to have a stronger weight in the MB's overall remuneration, in line with market practice.
| Elements | Purpose and link to strategy | Operation | CEO | CFO | CSIO | CCRO | CRSO |
|---|---|---|---|---|---|---|---|
| Fixed income (“FI”) | Attract high-calibre experienced individuals with a competitive remuneration level that reflects the scope, complexity and dynamics of the business. | Set at the start of each 4-year mandate. The FI is based on an external benchmark. In the event of the nomination of a new member, the same rules apply. However, for a new MB member hired externally, the SB may adjust the FI level based on the position, profile and other relevant information. | |||||
| Short-term incentive (“STI”) | Drive short-term strategy and reward achievement of annual financial and operational objectives. | 4 main components: • AREPS • Other financial objectives to be determined each year depending on strategic priorities • ESG/Diversity & Inclusion • Individual objectives Maximum opportunity: 150% of FI Target opportunity: 120% of FI | |||||
| Long-term incentive (“LTI”) | Retain and align with the medium-/long-term value creation objectives of the Group and its shareholders. | Key performance indicators • Grant size range: 120% to 180% of FI (IFRS value) • Grant target: 150% of FI (IFRS value) • 3-year performance period • 3-year vesting period | 75% | Financial | 30% | AREPS |
| 25% TSR vs. peer group | 20% TSR vs. growth target | 25% ESG | 25% URW Sustainability Scorecard |
|---|---|---|---|
Further align the MB with shareholder interests. Retain 30% of gains (net of tax) of SO exercised and 30% of PS vested until target% of FI is held.
| 300% of FI | 200% of FI |
|---|---|
Enable long-term savings. Annual contribution paid into a savings account.
| €90,000 | +10% of (FI + STI) |
|---|---|
| €45,000 | +10% of (FI + STI) |
(1) Protecting Company interests with pre-defined termination conditions, including a discretionary non-compete provision. Compensation for loss of office in the event of forced departure, subject to a performance condition, with the ability for the SB to require a non-compete period for up to 12 months. Global cap at 24 months of FI + STI applicable to severance and non-compete indemnities.
Provide perquisites, health and financial protection. Health and life insurance, unemployment insurance, company car, International Assignment Extra-Compensation (if needed) and Company Savings Plan (no top-up contribution).
Enforce the URW Code of Ethics. To the extent permitted by applicable law, in the event of gross misconduct or fraud causing a material adverse impact to the Group, in particular resulting in a financial restatement, the SB reserves the right to reduce or cancel unvested LTI or STI amounts (malus), seek reimbursement of paid STI or vested LTI, or obtain damages (clawback).
The FI is determined at the start of each mandate, and, in line with the recommendations of the Afep-Medef Code, shall remain unchanged during an MB member’s mandate. By exception, increases during a mandate may occur as a result of an enlarged scope of responsibilities, significant changes in the Group and/or the market or when set at nomination for new MB members.
The FI is determined taking into consideration:
To set the remuneration at the right level, the SB and the GNRC seek guidance from an external independent advisor to benchmark remuneration practices and apply the best governance standards.
URW’s ability to attract, motivate and retain world-class talent through competitive remuneration levels is key to ensure strong Group performance.
Given the unique features of the Group among CAC 40 and European real estate companies and its geographical scope, including the US and the UK markets, the benchmarking approach is based on the following peer groups:
On December 4, 2024, the Supervisory Board decided to renew both the CEO and the CFO mandates for a further four-year period. A thorough review of their total remuneration package was performed by the GNRC, who recommended the SB to approve an increase for the CEO’s fixed income by 20% to €1.2 Mn and the CFO’s fixed income by 5% to €787.5k. These increases were decided primarily based on the total remuneration benchmark against a comparator group made of the CAC40 and Next40 companies, where URW’s market cap is close to median. The total remunerations for the CEO and CFO are respectively slightly below median and slightly below upper quartile. These increases are consistent with that of the broader workforce over a 4-year period.
These new fixed incomes are subject to approval at the 2025 General Meeting and are not planned to be increased for the upcoming 4 years.
| MB position | Name | Fixed income |
|---|---|---|
| Chief Executive Officer | Jean-Marie Tritant | €1,200,000 |
| Chief Finance Officer | Fabrice Mouchel | €787,500 |
| Chief Strategy and Investment Officer | Vincent Rouget | €750,000 |
| Chief Customer and Retail Officer | Anne-Sophie Sancerre | €600,000 |
| Chief Resources and Sustainability Officer | Sylvain Montcouquiol | €500,000 |
The payment of the STI of MB members is subject to prior approval by the General Meeting (ex-post vote).
The structure of the STI is the same for all MB members, and broadly unchanged from the previous policy. The table below summarises the approach that will be taken by the SB to assess the 2025 performance of MB members. The GNRC and the SB will take account of results delivered vs. guidance, budgets and plans according to agreed payout formulae. The SB, upon recommendation of the GNRC, may use its discretion in determining or adjusting the STI payout if unforeseeable circumstances had significant effects on the level of achievement of 1 or more performance criteria, outside management control, or if the payout formula of a KPI is no longer applicable.
For 2025, the STI structure is unchanged, maintaining a particular focus on operational priorities, with cost discipline (Gross Administrative cost reduction, weighted 25%) and deleveraging (Net debt/EBITDA ratio and Disposals, both weighted 10%). The ESG criteria are among the key criteria for the Group, they are assessed at Group level by an ITO.
| Description | 2025 weighting |
|---|---|
| AREPS | Payment linked to the AREPS achievement vs. guidance and budget. 30% |
| Financial priorities | Selected financial performance measures, reflecting priorities for the year. The financial objectives for 2025 are: |
| • Gross Administrative cost reduction (25%); | |
| • Net debt/EBITDA (10%); and | |
| • Disposals (10%). | |
| 45% | |
| ESG/Diversity & Inclusion | The objectives for 2025 are: |
| • Reduction in greenhouse gas emissions (5%); and | |
| • Proportion of women among employees hired or promoted to executive positions (5%). | |
| 10% | |
| Individual | 3 individual objectives, equally weighted (5% each), specific to each MB member. |
| 15% |
Targets are commercially sensitive and are therefore disclosed retrospectively in the corporate officers remuneration report.
For each measure, the achievement is measured against a Threshold, a Target and a Stretch performance level. Target levels are agreed at the start of each year between the MB and the SB.
• 125% is paid at Stretch; and
• The payment is capped at 125% for achievements above Stretch.
The payout for each measure is calculated separately, without compensation mechanisms between measures.
The SB considers that long-term remuneration in the form of PS and SO is particularly appropriate as these instruments align the MB members’ interests with those of shareholders. The SB defines the proportion of SO and PS granted. The LTI plan is a key component of the Group Remuneration Policy and an effective incentive and retention tool. The number of participants was 557 in 2024 (i.e. c. 23% of total staff).
The vesting is calculated according to the plan rules described below. However, the SB, upon recommendation of the GNRC, may use its discretion in adjusting downwards the LTI grants and determining or adjusting LTI targets or vesting if unforeseeable circumstances had significant effects on the level of achievement of 1 or more performance criteria, outside management control. This provision will allow the SB to ensure the alignment between the implementation of the Remuneration Policy and the performance of the Group. Any exercise of discretion by the SB shall be disclosed in the Universal Registration Document and on the Group website, explained and justified with regards, amongst other considerations, to alignment with shareholders’ interests.
Each year, the SB, upon recommendation of the GNRC, determines the LTI envelope taking various factors into account, including (i) the Group’s general financial performance, (ii) the overall performance of MB members, (iii) their other remuneration components and (iv) the amount of LTI granted the previous year. PS and SO are both subject to presence and performance conditions with a 3-year vesting period. In addition, MB members have a share retention obligation.
In 2025, the LTI design is unchanged from 2024, and is reminded in the table below. The grant size range was reviewed, to strengthen the weight of long-term performance in the package and in line with observed market practice. The target grant size is set at 150% of the FI, with a 120%-180% range. For the 2025 grant, the grant size is set at 125% of the FI. Full details of the grant will be published in the 2025 Universal Registration Document.
| Element | Description | Comments |
|---|---|---|
| Value Grant size range | 120% to 180% of FI (IFRS value) | Target grant size: 150% of FI |
| Performance period | 3 years | Performance vesting is assessed once at the end of the 3-year performance period, both for SO and PS. |
| Vesting period | 3 years | The MB members’ presence is required (1) at the time of vesting for PS and at exercise for SO. Exceptions are allowed in the event of retirement, death or disability. |
| Exercise period (SO only) | 5 years | Options are exercisable between the third and the eighth anniversary of the grant, subject to performance conditions. |
| Performance conditions | Financial 30% AREPS vs. guidance 25% TSR vs. peer group 20% TSR vs. growth targets All performance conditions achievements calculated with a progressive vesting formula | Performance conditions redesigned to further align our long-term incentives with our sustainability commitments. See details about the URW Sustainability Scorecard below. |
| ESG | 25% URW Sustainability Scorecard | |
| Share retention obligation | 30% of vested PS 30% of net gain on SO at exercise | Retention obligation applies up to a Stapled Share ownership equivalent to 300% of FI for the CEO and 200% for other MB members, until the end of their last mandate as MB member. See further details below. |
| Additional notes | No discount on SO exercise price | (1) In the event that the presence condition is not met due to forced departure (as described in the "Indemnity in the event of loss of office" Section below), upon decision of the SB, the presence condition can be partially waived on a time pro rata basis to the vesting period. |
| KPIs | Weight | Threshold |
|---|---|---|
| (30% vesting, 0% vesting below) | ||
| Between Threshold and |
outperformance vs. TSR of a 23-company international real estate peer group
| 25% | At index | Between index and index + 300 bps | Index + 300 bps or above |
|---|---|---|---|
| 20% | 20% | Between 20% and 30% | 30% or above |
|---|---|---|---|
| 30% | Bottom of compounded guidance | Between bottom and top of compounded guidance | Top of compounded guidance or above |
|---|---|---|---|
(see details of the Sustainability Scorecard below). Each of the 10 metrics has the same weighting.
| 25% | 59 | Between 59 and 84 | 84 |
|---|---|---|---|
(1) Vesting calculated on a straight-line basis between Threshold and Stretch.
(2) EU Retail (63%): Klépierre, Carmila, Deutsche Euroshop AG, Citycon OYJ, Eurocommercial Properties, Mercialys, Wereldhave, Vastned Retail, Retail Estates.
Offices (7%): Gecina, Covivio, Icade.
UK Retail (8%): British Land, Land Securities Group, Hammerson, New River REIT.
US Retail (22%): Simon Property Group, Macerich, CBL & Associates Properties, Regency Centers Corp, Federal Realty, Kimco Realty, Brixmor Property Group.
At the October 10, 2023, Sustainability Investor Days, the Group announced a comprehensive evolution of the Better Places initiative, to support the environmental transition of cities and retail. Among these initiatives, the Group developed a carbon reduction plan approved by the SBTi, and expanded its environmental targets to energy, waste, climate adaptation and community impact. It also introduced a Better Places certification for its shopping centres and a Sustainable Retail Index ("SRI") initiative for retailers to support the sustainable evolution of the retail industry. In total, a set of 29 metrics was presented at the Investor Days.
The GNRC, with the support of the URW Sustainability team, selected 10 metrics out of these 29 to form the URW Sustainability Scorecard, described below. Each selected metric has a baseline, with a start year (some metrics were introduced as soon as 2015, others more recently) and an initial value, measured on that year. Similarly, these metrics have a final target year and value. The final year is usually 2030, sometimes sooner, and the value is the ambitious, long-term goal already communicated at Investor Days. Each year, the actual achievement will be compared to the start and end value, based on a linear progression between zero for the baseline value and 100 for the final target value. The baseline is an unweighted average score of 59, no vesting for the Sustainability Scorecard metric shall be paid at or below this level. The 2027 goal is an average score of 84, with no compensation between criteria, reflecting an average progression of 25 points across all metrics.
The vesting for the 2025–2027 LTI Sustainability Scorecard will depend on the overall score at the end of 2027. Performance-vesting will start at an overall score of 59 and will progress on a linear scale. Full vesting will be reached for an overall score of 84 or above.
| Metric | Definition | Baseline | Final target | 2027 goal | Year | Value | Year | Value | Value | Score |
|---|---|---|---|---|---|---|---|---|---|---|
| Greenhouse Gas Emissions (own) | Reduction in Scope 1 and 2 emissions | 2015 | 0% | 2030 | 90% | 83.6% | 93 | |||
| Greenhouse Gas Emissions (total) | Reduction in Scope 1, 2 and 3 emissions | 2015 | 0% | 2030 | 50% | 45.5% | 91 | |||
| Energy Intensity |
| 2015 | 0% | 2030 | 50% | 38.2% | 76 |
|---|---|---|---|---|---|
| Number of electric vehicle ("EV") chargers installed in our European portfolio | 2024 | 1,157 | 2030 | 4,000 | 2,764 | 57 |
|---|---|---|---|---|---|---|
| Recycling rate | 2022 | 41% | 2030 | 70% | 59% | 63 |
|---|---|---|---|---|---|---|
| % of assets with water reuse solutions in place | 2022 | 0% | 2030 | 100% | 63% | 63 |
|---|---|---|---|---|---|---|
| % of eligible revenues covered by the SRI | 2022 | 0% | 2027 | 100% | 100% | 100 |
|---|---|---|---|---|---|---|
| % of European standing assets certified in Europe | 2022 | 0% | 2027 | 100% | 100% | 100 |
|---|---|---|---|---|---|---|
| % of senior management positions held by women | 2019 | 32% | 2027 | 40% | 40% | 100 |
|---|---|---|---|---|---|---|
| Number of people supported in securing jobs or receiving training | 2023 | 2,600 | 2027 | 15,000 | 15,000 | 100 |
|---|---|---|---|---|---|---|
| Average of all scores above for 2027 | 2024 | 59 | 84 | 100 |
|---|---|---|---|---|
To align the interests of MB members with shareholders and pursuant to a SB decision (in line with the Afep-Medef Code), MB members must meet retention and investment requirements in URW Stapled Shares. The ownership requirement is 300% of the gross annual FI for the CEO and 200% for other MB members. Until that requirement is met, when LTIs are delivered, MB members must retain shares: at least 30% of their PS vested, and 30% of their net gain on SO at exercise. MB members are prohibited from using hedging instruments to cover the risk on Stapled Shares owned as a result of receiving PS or of exercising SO.
The SCS consists of an annual contribution paid into a blocked savings account available to MB members at the earliest at the end of their last mandate.
| Position | Fixed amount | Variable amount |
|---|---|---|
| CEO | €90,000 | 10% of the total cash remuneration earned each year (i.e. FI for year N plus STI for year N-1) |
| Other MB members | €45,000 |
MB members benefit from:
The CEO and other MB members are eligible for an indemnity for loss of office, capped at a maximum of 24 times the Monthly Reference Compensation, and subject to a performance condition.
The indemnity for loss of office is available only in the event of forced departure. For the avoidance of doubt, forced departure strictly excludes resignation at the initiative of the MB member, retirement or termination beyond the legal retirement age, non-renewal of mandate at the end of the term, and termination for gross or wilful misconduct.
The payment of the indemnity will be subject to the STI paid to the MB member being at least on average equal to a threshold performance of 75% of the target STI in the last 3 financial years available. For MB members with less than 3 STI payouts, the threshold performance level will be 50% (and the maximum indemnity reduced – see below). In the absence of fulfilment of this performance condition, no amount would be due in respect of the loss of office.
For the purpose of defining the maximum indemnity, the Monthly Reference Compensation is defined as the sum of: (i) the monthly FI, of MB member at the date on which his/her functions cease, and (ii) the average STI received or receivable in respect of his/her last 2 full financial years in office divided by 12.
The maximum indemnity is set at 24 times the Monthly Reference Compensation, and at 18 times for executives with less than 3 years of tenure at the MB.
Within this limit, the SB would decide the appropriate proportion of the maximum indemnity payable, considering various factors, such as, but not limited to, the circumstances around the end of mandate, the MB member’s tenure in the Group (as an employee and as an MB member) and the MB member’s proximity to retirement age. The SB shall disclose, explain and justify its decision in respect of the used criteria and circumstances.
MB members having a suspended employment contract are not eligible for the above indemnity.
To protect the interests of the Company, all MB members are subject to a non-compete undertaking for up to 12 months after the termination of the work relationship. During the non-compete period, the departing MB member would receive a monthly indemnity up to 1 times the Monthly Reference Compensation, as defined above.
The scope of the non-compete agreement is determined by the SB at the departure of the MB member. The SB shall disclose, explain and justify its decision in respect of the used criteria and circumstances. Upon termination of any MB member, the SB can decide, in its entire discretion, to waive this non-compete undertaking. For the avoidance of doubt, non-compete undertakings are excluded in the event of retirement, and in any event, beyond legal retirement age.
In any event, the combined indemnities for loss of office and non-compete cannot exceed 24 times the Monthly Reference Compensation.
To align the Group’s policies with the highest standards of corporate governance, its Code of Ethics reserves the right of action (including reimbursement or damages) with respect to MB members to the extent permitted by applicable law, in the event of gross misconduct or fraud causing a material adverse impact to the Group, in particular, resulting in a financial restatement.
Additionally, in such situation, the SB, upon recommendation of the GNRC, would assess the relevant MB member’s performance and take appropriate action on the annual STI payment and on the LTI, including cancelling all rights to any unvested SO and PS for such MB member (malus).
The following Remuneration Policy applicable to the SB members has been in place since the 2023 General Meeting, when it was submitted and approved. It will be submitted to shareholders' vote at the 2025 General Meeting (resolution 15).
The annual remuneration of the SB members is intended to attract and retain high-calibre individuals with the right degree of expertise and experience. The SB Remuneration Policy is determined by the SB, upon recommendation of the GNRC and, for the SB Chair’s remuneration, in his absence. The annual Remuneration Policy for SB members is in principle designed to only be reviewed, under GNRC supervision, at long intervals. It may be reviewed in the event of significant changes in the Group or the market practice.
While attendance is mandatory for the SB Chair, SB member attendance is also essential to the proper functioning of the SB and its committees. Accordingly, a significant portion (67%) of the annual remuneration received by the other SB members is based on attendance at both SB and committee meetings. Furthermore, a “Physical Presence Rule” applies to this variable portion. Attendance by video conference should not occur for more than 40% of scheduled meetings.
The variable compensation of each SB or committee member is based on their attendance, respectively at SB or committee meetings. The compensation is determined on the basis of their attendance rate, i.e. the proportion of meetings attended out of all meetings (both regular and ad hoc) held in the year considered. Therefore, an SB member who attends 100% of the SB and committees' meetings will receive the maximum amounts of variable compensation, i.e. €50,000 and €12,000 respectively. The percentage applied is calculated on a pro rata basis of the number of regular plus ad hoc meetings attended by a member in relation to the total number of regular plus ad hoc meetings during the year.
The attendance rates for all SB and committee meetings in 2024, including regular and ad hoc meetings, are detailed in Section 2.2.2.2, under “Supervisory Board meetings in 2024”.
The SB members will not be paid the attendance-based portion for regular meetings attended by video conference above the 40% threshold. To account for the time spent on international travel, all SB members also receive an out-of-country indemnity for time spent on their duties as SB members outside their country of tax residence.
To promote alignment between SB members and shareholder interests, all SB members are required to hold, within 2 years of appointment, a number of Stapled Shares at least equal to 1 year of gross (fixed and variable) remuneration perceived as SB members (i.e. excluding compensation related to committees and any other additional compensation or expenses). This obligation is assessed based on the acquisition cost of the Stapled Shares.
The Remuneration Policy applicable to the SB Chair was reviewed in depth in 2023 for the first time since the Westfield acquisition in 2018. The policy allows for the remuneration of the SB Chair to be up to €350k, to be consistent with the French and European real estate market practices. The Remuneration Policy applicable to the SB and committee members has been benchmarked and reviewed in 2024 and remains unchanged.
The SB remuneration envelope remains at €1.6 Mn, as approved at the 2024 General Meeting.
| Compensation | Fixed compensation | Variable compensation | Total |
|---|---|---|---|
| Supervisory Board Chairman | €350,000 | €350,000 | |
| Member | €25,000 | up to €50,000 | up to €75,000 |
| Supervisory Board Vice-Chair | €18,000 | €18,000 | |
| Committees Chair | €20,000 | €20,000 | |
| Member | €6,000 | up to €12,000 | up to €18,000 |
Intra-continental €1,500 per event
Intercontinental €6,000 per event
In-person meeting €1,500 per meeting
Video conference €1,000 per video conference
This report on the remuneration of the corporate officers will be submitted to the General Meeting to be held on April 29, 2025 (resolution n°12).
The payment of remuneration to the SB members in 2024 is subject to this resolution being approved.
This report also provides all details on resolutions 13 and 14 to be submitted for separate approval. The payment of the STI for 2024 of the CEO and the other MB members is subject, respectively, to resolutions 6 to 10 being approved.
This remuneration report consists of 2 Sections:
The GNRC focuses on aligning pay with performance, while ensuring that the Group continues to attract and retain the talent key to delivering its strategy. Its primary aim is to reward sustainable performance aligned with shareholder interests.
In line with the current Remuneration Policy approved by the shareholders at the 2024 General Meeting, the GNRC considered the MB members’ performance against the financial and strategic non-financial performance measures which had been set to reflect the Group’s priorities for 2024. Separately, performance against each MB member’s personal objectives was assessed on an individual basis. The GNRC determined the outcomes of the 2024 STI and the value of the LTI awards, ensuring that they are appropriately balanced.
The GNRC reviewed the updated Afep-Medef Code and confirms that the Group’s Remuneration Policy complies with its recommendations.
In line with French regulations, this remuneration report will be submitted to the 2025 General Meeting for shareholder approval1.
1 Further details can be found in the 2025 General Meeting notice.
The implementation of the approved Remuneration Policy is monitored by the SB with the assistance of the GNRC. In 2024, the Remuneration Policy was fully implemented with no deviation or exception, as summarised in the table below:
| CEO | CFO | CSIO | CCRO | CRSO | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Variable pay maxima respected | Maximum annual 2024 STI payout (% of FI) | 150% | Actual annual 2024 STI payout (% of FI) | 119.4% | 120.2% | 119.4% | 120.2% | 119.4% | ||
| Maximum annual 2024 LTI grant (% of FI) | 150% | LTI 2024 grant value (% of FI) | 150% | 150% | 150% | 150% | ||||
| Principles respected | Actual 2024 STI calculated according to KPIs presented at 2024 General Meeting | Yes | LTI vesting in 2024 calculated according to vesting formula | Yes | LTI 2024 performance criteria in line with approved Remuneration Policy | Yes | ||||
| FI unchanged since start of each MB member’s term | Yes | SCS 2024 paid according to defined formula | Yes | Benefits 2024 paid in line with benefit policies | Yes | |||||
| No commitment to welcome payment or post-mandate payment taken | Yes | No exceptional remuneration | Yes | MB member shareholding requirement met | (1) | Yes | Yes | Yes | Yes |
(1) The requirement is tested on December 31, 2024, with the latest available closing share price at that date. See MB members' Stapled Share ownership in Section 2.3.3.3. The Stapled Shares retention obligation applies until the shareholding requirement is met.
In accordance with Article L. 22-10-9 of the French Commercial Code, the SB confirms that the following events happened in 2024:
| Event | Occurred |
|---|---|
| Application of Clawback/Malus | No |
| New MB member | No |
| Change in MB members’ responsibilities | No |
| Anticipated revision of the MB member remuneration |
The current composition of the SB reflects the Group commitment to promote gender parity. Its 60% female/40% male ratio complies with the 40% requirement set by Article L. 22-10-3 of the French Commercial Code. The provisions of Article L. 225-45 (2°) of the French Commercial Code have therefore not been applied.
The SB is committed to active shareholder engagement. Extensive and proactive consultation with shareholders on the Remuneration Policy has been a long-standing practice.
Any evolution of the MB or SB Remuneration Policy is subject to extensive consultation with shareholders and proxy advisors. Each year, during the run-up to the AGM, several meetings are conducted with our main shareholders and various proxy advisors to present the evolutions of the governance, the remuneration policies, and an update on our sustainability initiatives.
At the 2024 General Meeting, the ex-ante vote on the CEO Remuneration Policy was approved by 94.9% of shareholder votes (94.9% for the other MB members).
The table below sets out the 5-year history of the ratio between the total remuneration paid or granted to each MB member (1) and that of the remuneration of French employees. Due to the very limited headcount of URW SE, calculations have been made over the employees of the fully owned entities having French employees within the URW Group, for a total of 422 employees on December 31, 2024, on a like-for-like basis (2). This allows for a set of ratios statistically relevant and able to reflect the link between the MB members and the employees under their direct management. These ratios are calculated based on the Afep-Medef recommended methodology.
| 2020 | 2021 | 2022 | 2023 | 2024 | ||
|---|---|---|---|---|---|---|
| CEO | Total remuneration paid or granted | €4,077,112 | €2,230,778 | €3,546,884 | €3,886,311 | €4,003,670 |
| Multiple of average remuneration | 38.9 | 24.9 | 33.0 | 35.2 | 41.5 | |
| Multiple of median remuneration | 59.5 | 37.1 | 47.5 | 46.9 | 53.8 | |
| CSIO (3) | Total remuneration paid or granted | n/a (4) | €1,113,290 | €2,240,293 | €2,534,502 | €2,471,294 |
| Multiple of average remuneration | n/a (4) | 11.7 | 20.9 | 22.9 | 25.6 | |
| Multiple of median remuneration | n/a (4) | 17.4 | 30.0 | 30.6 | 33.2 | |
| CFO | Total remuneration paid or granted | €2,293,339 | €1,568,021 | €2,576,422 | €2,810,041 | €2,904,288 |
| Multiple of average remuneration | 21.9 | 16.5 | 24.0 | 25.4 | 30.1 | |
| Multiple of median remuneration | 33.5 | 24.5 | 34.5 | 33.9 | 39.0 | |
| CRSO (5) | Total remuneration paid or granted | n/a (4) | €1,113,448 | €1,698,817 | €1,755,978 | €1,933,455 |
| Multiple of average remuneration | n/a | (4) | 11.7 | 15.8 | 15.9 | 20.1 | ||
|---|---|---|---|---|---|---|---|---|
| Multiple of median remuneration | n/a | (4) | 17.4 | 22.7 | 21.2 | 26.0 | ||
| CCRO | (3) | Total remuneration paid or granted | n/a | (4) | €556,557 | €1,512,034 | €1,921,658 | €2,045,953 |
| Multiple of average remuneration | n/a | (4) | 5.8 | 14.1 | 17.4 | 21.2 | ||
| Multiple of median remuneration | n/a | (4) | 8.7 | 20.2 | 23.2 | 27.5 | ||
| Company remuneration | Average | €104,867 | €95,151 | €107,339 | €110,514 | €96,367 | ||
| Median | €68,484 | €63,980 | €74,674 | €82,907 | €74,465 | |||
| URW performance | (€ Mn) | Net Rental Income | €1,790 | €1,724 | €2,226 | €2,210 | €2,314 | |
| Adjusted Recurring Earnings | €1,009 | €957 | €1,291 | €1,337 | €1,373 |
(1) The pay ratios above are calculated based on the compensation paid and granted in 2024. The compensation items taken into account for the MB members are the FI paid in 2024 (by MB role, see note 3 below), the STI related to 2023 performance and paid in 2024, the LTI granted in 2024 and the various benefits in kind received in 2024 and disclosed in the Say-On Pay tables (e.g. company car). In accordance with the Afep-Medef recommendation, the SCS duly disclosed in the Say-On-Pay tables is not taken into account for the calculation of the pay ratios above as it represents a post-mandate benefit. The LTIs granted in 2024 (SO and PS) are valued based on the IFRS 2 methodology.
(2) Total remuneration of all French fully owned entities of URW Group (i.e. excludes employees working for JVs). For comparability year after year, out of the total employees of fully owned entities, excluded are expatriates, suspended contracts, apprentices and employees not "like-for-like" (less than 2 years of service). A total of 422 French employees (as of December 31, 2024) were therefore included in this analysis. The inclusion of all URW employees internationally was considered but rejected to keep comparing remunerations on a like-for-like basis and to avoid exchange rate and changes in perimeter effects. The ratios would have been lower given the higher average compensations levels in several countries, including the UK and the US.
(3) The combined remunerations of Olivier Bossard, as former CIO, and Vincent Rouget are considered for the CSIO role, and the combined remunerations of Caroline Puechoultres, as former CRO, and Anne-Sophie Sancerre are considered for the CCRO role.
(4) There was no MB member with this function during this period, therefore no pay ratio is calculated.
The following remuneration elements paid or granted in 2024 are submitted for approval to the shareholders through a binding vote.
The following remuneration elements, paid during, or granted for, 2024 to the CEO and the other MB members, are submitted for approval to the shareholders through a binding vote. These remuneration elements include those paid by URW SE and all its affiliates. The payment of the STI of the MB members will be conditioned to shareholder approval at the 2025 General Meeting (resolutions 6 to 10).
A summary of the performance assessment of each of the quantitative STI components applicable to all MB members is presented in the table below:
| Performance measure | Weight | Description | Threshold (37.5% payout, zero below) | Target (100% payout) | Stretch (125% payout, capped above) | 2024 achieved | 2024 Score | Comments |
|---|---|---|---|---|---|---|---|---|
| AREPS | 30% | Adjusted Recurring Earnings per Share | €9.65 | €9.75 | €9.80 | €9.85 | 125% | Financial |
| Net debt | 10% | Net debt/EBITDA | 9.30 x | 9.00 x | 8.88 x | 8.70 x | 125% | |
| Disposals | 10% | GNRC judgement on the amount and quality of 2024 disposals | €987.1 Mn | €1,553.7 Mn | 125% | |||
| Gross admin costs | 25% | Gross administrative costs (excluding restructuring costs) | €456 Mn | €441 Mn | €436 Mn | €438.2 Mn | 113.9% | |
| ESG | 5% | Gender parity improvement | % of women among new entrants in the population of senior executives (recruitments and promotions) | 40% | 50% | 60% | 55.6% | 113.9% 10 women out of 18 executive promotions or hires (2/4 hires, 8/14) |
GHG emissions on scopes 1&2 (tCO2e)
| Year | Emissions |
|---|---|
| 2020 | 32,302 |
| 2021 | 29,365 |
| 2022 | 26,429 |
| 2023 | 23,493 |
Mr Jean-Marie Tritant, Chief Executive Officer and Chairman of the Management Board
| Element | Description | Amounts |
|---|---|---|
| Annual fixed income paid in respect of 2024 | MB members’ FI is set for the duration of their mandate. | €1,000,000 |
| Short-term incentive paid in 2025 in respect of 2024 (subject to shareholder vote) |
| Performance measure | Weight | Description of key achievements | Achievement |
|---|---|---|---|
| Financial and ESG | 85% | Please refer to the table above | 121.1% |
| Qualitative | 15% | See below | 110.0% |
| Total | 100% | 119.4% | |
| Total adjusted | 100% | After 20% reduction (see details above) | 95.6% |
Target STI: 120% of FI €1,200,000
Previous STI (paid in 2024 in respect of 2023): €1,372,049
Overall score: 110.0%
The LTI policy provides for a grant value between 100% and 150% of FI. For 2024, the SB, upon GNRC recommendation, decided that the grant size would be 150% of FI.
€1,499,981
| Instrument | Vesting period | Total duration | # units granted | % of total grant IFRS value |
|---|---|---|---|---|
| Performance Shares | 3 years | 40,938 | 7.85% (vs. max. 10%) | |
| Performance Stock Options | 3 years | 8 years | 40,938 | €280,474 |
(1) The number of SO and PS was adjusted by 3% following the equity reserve distribution on May 16, 2024.
MB members benefit from the SCS, an annual contribution paid into a blocked savings account, available at the end of their last mandate as MB member of URW SE. The CEO amount is defined as:
€327,209
The CEO benefits from an international health insurance policy. Not material
The CEO benefits from a company car and an International Assignment Extra-Compensation. €131,173
| Max. | Min. | Achieved in 2024 | |
|---|---|---|---|
| FI | 0.34 | 0.13 | |
| STI | 0.33 | 0.19 | |
| LTI | 1.50 | 0.13 | |
| SCS | 1.50 | 0.13 | |
| Other benefits | 1.50 | 0.13 |
| FI | SCS | STI | LTI | |
|---|---|---|---|---|
| Percentage | 24% | 8% | 28% | 37% |
| 3% | Other benefits |
|---|---|
| 64% | PERFORMANCE-BASED |
Mr Fabrice Mouchel, Chief Financial Officer
| Element Description | Amounts |
|---|---|
| Annual fixed income paid in respect of 2024 | €750,000 |
| Short-term incentive paid in 2025 in respect of 2024 (subject to shareholder vote) |
| Performance measure | Weight | Description of key achievements | Achievement |
|---|---|---|---|
| Financial and ESG | 85% | Please refer to the table above | 121.1% €926,415 |
| Qualitative | 15% | See below | 115.0% €155,250 |
| Total | 100% | 120.2% €1,081,665 | |
| Total adjusted | 100% | After 20% reduction (see details above) | 96.2% €865,332 |
Target STI: 120% of FI €900,000
Previous STI (paid in 2024 in respect of 2023): €1,024,537
Overall score: 115.0%
At year end, liquidity reached €14.0 Bn thanks to active and optimized financing, including green bond issuances, favorable mortgage refinancings, and a sustainable credit facility agreement. The Group's rating remains unchanged, with substantial savings achieved through cash placements and loan renegotiations.
Enhanced efficiency with KPIs, streamlined templates and processes, and reinforced senior management. Real-time tracking and better insights achieved through new dashboards and improved expense reviews.
New finance ERP delivered on budget and schedule in Southern Europe, with significant admin cost reductions. Finance organisation delayered; shared services strategy initiated.
| Instrument | Vesting period | Total duration | # units granted (1) | % of total grant | IFRS value |
|---|---|---|---|---|---|
| Performance Shares | 3 years | 29,809 | 5.71% (vs. max. 8%) | €914,638 | |
| Performance Stock Options | 3 years | 8 years | 29,809 | €210,357 |
(1) The number of SO and PS was adjusted by 3% following the equity reserve distribution on May 16, 2024.
MB members benefit from the SCS, an annual contribution paid into a blocked savings account, available at the end of their last mandate as MB member of URW SE. The CFO amount is defined as:
€222,454
The CFO benefits from an international health insurance policy. Not material
The CFO benefits from a company car. €4,756
| Max. | Min. | Achieved in 2024 | |
|---|---|---|---|
| FI | 0.28 | 0.17 | |
| STI | 1.13 | 0.22 | |
| LTI | 1.12 | ||
| SCS | 1.13 | ||
| Other benefits | 0.87 |
Mr Sylvain Montcouquiol, Chief Resources and Sustainability Officer
| Element Description | Amounts |
|---|---|
| Annual fixed income paid in respect of 2024 | €500,000 |
| Short-term incentive paid in 2025 in respect of 2024 (subject to shareholder vote) |
| Performance measure | Weight | Description of key achievements | Achievement |
|---|---|---|---|
| Financial and ESG | 85% | Please refer to the table above | 121.1% |
| Qualitative | 15% | See below | 110.0% |
| Total | 100% | 119.4% |
| Total adjusted | 100% | After 20% reduction (see details above) | 95.6% |
|---|---|---|---|
| Target STI: | 120% of FI | €600,000 | |
| Previous STI (paid in 2024 in respect of 2023): | €677,024 |
Overall score: 110.0%
2024 Better Places targets outperformed. URW recognised as a global leader in sustainability, featuring prominently in major ESG indices and receiving various awards. Sustainable Retail Index coverage objectives met. Local community engagement targets achieved, with improved employee involvement.
New employer brand launched. Office culture promoted with a flexible in-office policy, supported managers to boost creativity and innovation. Progress in senior management positions held by women: 44.2% in 2024.
€50Mn in admin costs savings achieved, improving efficiency primarily through organizational streamlining. Key initiatives included merging country management teams, appointing new leaders, and implementing a balanced regional structure supported by employees, leading to additional savings.
For 2024, the SB, upon GNRC recommendation, decided that the grant size would be 150% of FI.
€750,009
| Instrument | Vesting period | Total duration | # units granted | (1) % of total grant IFRS value |
|---|---|---|---|---|
| Performance Shares | 3 years | 19,873 | 3.81%(vs. max. 8%) | |
| Performance Stock Options | 3 years | 8 years | 19,873 | €140,241 |
(1) The number of SO and PS was adjusted by 3% following the equity reserve distribution on May 16, 2024.
MB members benefit from the SCS, an annual contribution paid into a blocked savings account, available at the end of their last mandate as MB member of URW SE. The CRSO amount is defined as:
€162,702
The CRSO benefits from a health insurance policy. Not material
The CRSO benefits from a company car. €6,422
| Max. | Min. | Achieved in 2024 | |
|---|---|---|---|
| FI | 0.01 | 0.01 | 0.14 |
| STI | 0.22 | 0.16 | 0.01 |
| LTI | 0.75 | 0.75 | 66% |
| SCS | 0.01 | 0.75 | 25% |
| Other benefits | 0.57 | 0.50 | 8% |
Ms Anne-Sophie Sancerre, Chief Customer and Retail Officer
Charts comparing the MB members’ package structure to the minimum and maximum payable will be presented for a full year tenure.
| Element | Description | Amounts | |
|---|---|---|---|
| Annual fixed income paid in respect of 2024 | MB members’ FI is set for the duration of their mandate. | €600,000 | |
| Short-term incentive paid in 2025 in respect of 2024 (subject to shareholder vote) | |||
| Performance measure | Weight | Description of key achievements | Achievement |
| Financial and ESG | 85% | Please refer to the table above | 121.1% €741,132 |
| Qualitative | 15% | See below | 115.0% €124,200 |
| Total | 100% | 120.2% €865,332 | |
| Total adjusted | 100% | After 20% reduction (see details above) | 96.2% €692,266 |
| Target STI: | 120% of FI | €720,000 | |
| Previous STI (paid in 2024 in respect of 2023): | €541,620 |
Overall score: 115.0%
The LTI policy provides for a grant value between 100% and 150% of FI. For 2024, the SB, upon GNRC recommendation, decided that the grant size would be 150% of FI.
€899,989
| Instrument | Vesting period | Total duration | # units granted | (1) | % of total grant IFRS value |
|---|---|---|---|---|---|
| Performance Shares | 3 years | 23,847 | 4.57%(vs. max. 8%) | ||
| Performance Stock Options | 3 years | 8 years | 23,847 | €168,284 |
(1) The number of SO and PS was adjusted by 3% following the equity reserve distribution on May 16, 2024.
MB members benefit from the SCS, an annual contribution paid into a blocked savings account, available at the end of their last mandate as MB member of URW SE. The CCRO amount is defined as:
€159,162
The CCRO benefits from a health insurance policy. not material
The CCRO benefits from a company car. €4,344
| 0.24 | 0.90 | 0.90 | 0.90 | 0.69 | 0.60 | 0.60 | 0.60 |
|---|---|---|---|---|---|---|---|
| Max. | Min. | Achieved in 2024 |
FI STI LTI SCS Other benefits
26% FI
7% SCS
29% STI
38% LTI
68% PERFORMANCE-BASED
Mr Vincent Rouget, Chief Strategy and Investment Officer
Charts comparing the MB members’ package structure to the minimum and maximum payable will be presented for a full year tenure.
| Amounts | ||
|---|---|---|
| Annual fixed income paid in respect of 2024 | €750,000 | |
| Short-term incentive paid in 2025 in respect of 2024 (subject to shareholder vote) |
| Weight | Description of key achievements | Achievement |
|---|---|---|
| Financial and ESG | Please refer to the table above | 121.1% |
| Qualitative | See below | 110.0% |
| Total | 100% | 119.4% |
| Total adjusted | After 20% reduction (see details above) |
|---|---|
| 100% | €859,932 |
Target STI: 120% of FI €900,000
Previous STI (paid in 2024 in respect of 2023): €592,396
Overall score: 110.0%
For 2024, the SB, upon GNRC recommendation, decided that the grant size would be 150% of FI.
€1,124,995
| Instrument | Vesting period | Total duration | # units granted | % of total grant IFRS value |
|---|---|---|---|---|
| Performance Shares | 3 years | 29,809 | 5.71% (vs. max. 8%) | |
| Performance Stock Options | 3 years | 8 years | 29,809 | |
| €210,357 |
(1) The number of SO and PS was adjusted by 3% following the equity reserve distribution on May 16, 2024.
MB members benefit from the SCS, an annual contribution paid into a blocked savings account, available at the end of their last mandate as MB member of URW SE. The CSIO amount is defined as:
€179,240
The CSIO benefits from a health insurance policy. not material
The CSIO benefits from a company car. €3,903
| Max. | Min. | Achieved in 2024 |
|---|---|---|
| 1.13 | 0.75 | 0.17 |
| 0.86 | 0.75 | 0.18 |
| 26% | FI |
|---|---|
| 6% | SCS |
| 29% | STI |
| 39% | LTI |
| 68% | PERFORMANCE-BASED |
The following remuneration elements, paid during or granted for financial year 2024 to the SB Chairman, are submitted to the approval of the shareholders (resolution 11).
Mr Jacques Richier, Chairman of the Supervisory Board (since 11 May 2023)
| 2023 | 2024 | ||
|---|---|---|---|
| Supervisory Board Chairman remuneration (inclusive of committee membership and attendance-based compensation) | €237,005 | €374,500 |
1 3 4 5 6 7 8
Pursuant to the AMF recommendations and the Afep-Medef Code concerning the remuneration of executive officers of listed companies, the tables hereinafter present:
Considering that all the MB members were appointed in 2023 or 2024, the tables below include the remuneration paid to the executive officers for their current responsibilities.
Including the STI due in respect of financial year N and paid in year N+1, after publication of the results of financial year N.
| Mr Jean-Marie Tritant | Year | |||||
|---|---|---|---|---|---|---|
| 2020 | 2021 | 2022 | 2023 | 2024 | ||
| Fixed income | n/a | €1,000,000 | €1,000,000 | €1,000,000 | €1,000,000 | |
| Short-term incentive (1) | n/a | €1,282,470 | €1,256,238 | €1,372,000 | €1,146,576 | |
| Pension | n/a | €190,000 | €318,247 | €315,624 | €327,209 | |
| Other benefits | n/a | €47,881 | €114,402 | €130,090 | €131,689 | |
| Remuneration due in respect of the financial year | n/a | €2,520,351 | €2,688,887 | €2,817,713 | €2,605,474 | |
| Evolution year N vs. year N-1 (in %) | n/a | n/a | 6.69% | 4.80% | (7.53%) | |
| Annual SO IFRS valuation allocated during the financial year (2) | n/a | €135,984 | €79,890 | €280,550 | €280,474 | |
| Evolution year N vs. year N-1 (in %) | n/a | n/a | -41.3% | 251.2% | 0.0% | |
| Annual PS IFRS valuation allocated during the financial year (2) | n/a | €563,995 | €1,070,122 | €1,219,433 | €1,219,507 | |
| Evolution year N vs. year N-1 (in %) | n/a | n/a | 89.7% | 14.0% | 0.0% | |
| Total | n/a | €3,220,330 | €3,838,899 | €4,317,696 | €4,105,455 | |
| Evolution year N vs. year N-1 (in %) | n/a | n/a | 19.2% | 12.5% | (4.92%) |
(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1, and for the year 2024, payable subject to shareholder vote at the AGM 2025.
(2) The value corresponds to the value of the SO and PS at the time they were allocated according to IFRS 2 requirements (based on the evaluation conducted by Willis Towers Watson (“WTW”)), notably after taking into account any discount related to performance criteria and the probability of presence in the Group after the vesting period, but before taking into account the effect of the spread of the charge during the vesting period according to IFRS 2.
Chief Finance Officer and MB member since January 5, 2021
| Year | Fixed income | Short-term incentive (1) | Pension | Other benefits | Remuneration due in respect of the financial year | Evolution year N vs. year N-1 (in %) | Annual SO IFRS valuation allocated during the financial year (2) | Evolution year N vs. year N-1 (in %) | Annual PS IFRS valuation allocated during the financial year (2) | Evolution year N vs. year N-1 (in %) | Total | Evolution year N vs. year N-1 (in %) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
| 2021 | €744,048 | €956,228 | €119,405 | €6,467 | €1,826,148 | n/a | €101,988 | n/a | €423,005 | n/a | €2,351,141 | n/a |
| 2022 | €750,000 | €928,678 | €215,623 | €7,673 | €1,901,973 | n/a | €59,918 | n/a | €802,603 | n/a | €2,764,494 | n/a |
| 2023 | €750,000 | €1,024,537 | €212,868 | €6,389 | €1,993,794 | n/a | €210,412 | n/a | €914,562 | n/a | €3,118,768 | n/a |
| 2024 | €750,000 | €865,332 | €222,454 | €4,756 | €1,842,542 | (7.59%) | €210,357 | 0.0% | €914,638 | 0.0% | €2,967,537 | (4.85%) |
(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1, and for the year 2024, payable subject to shareholder vote at the AGM 2025.
Chief Resources and Sustainability Officer and MB Member since January 1, 2022
| Year | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Fixed income | n/a | n/a | €400,000 | €500,000 | €500,000 |
| Short-term incentive (1) | n/a | n/a | €497,695 | €677,024 | €573,288 |
| Pension | n/a | n/a | €85,000 | €144,770 | €162,702 |
| Other benefits | n/a | n/a | €10,081 | €8,291 | €6,422 |
| Remuneration due in respect of the financial year | n/a | n/a | €992,776 | €1,330,085 | €1,242,412 |
| Evolution year N vs. year N-1 (in %) | n/a | n/a | n/a | 34.0% | (6,59%) |
| Annual SO IFRS valuation allocated during the financial year (2) | n/a | n/a | €31,956 | €140,275 | €140,241 |
| Evolution year N vs. year N-1 (in %) | n/a | n/a | n/a | 339.0% | 0.0% |
| Annual PS IFRS valuation allocated during the financial year (2) | n/a | n/a | €428,049 | €609,717 | €609,769 |
| Evolution year N vs. year N-1 (in %) | n/a | n/a | n/a | 42.4% | 0.0% |
| Total | n/a | n/a | €1,452,781 | €2,080,077 | €1,992,422 |
| Evolution year N vs. year N-1 (in %) | n/a | n/a | n/a | 43.2% | (4,21%) |
(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1, and for the year 2024, payable subject to a shareholder vote at the AGM 2025.
(2) The value corresponds to the value of the SO and PS at the time they were allocated according to IFRS 2 requirements (based on the evaluation conducted by WTW), notably after taking into account any discount related to performance criteria and the probability of presence in the Group after the vesting period, but before taking into account the effect of the spread of the charge during the vesting period according to IFRS 2.
Chief Strategy and Investment Officer and MB member since June 1, 2023
| Year | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Fixed income | n/a | n/a | n/a | €437,500 | €750,000 |
| Short-term incentive (1) | n/a | n/a | n/a | €592,396 | €859,932 |
| Pension | n/a | n/a | n/a | €70,000 | €179,240 |
| Other benefits | n/a | n/a | n/a | €3,521 | €3,903 |
| Remuneration due in respect of the financial year | n/a | n/a | n/a | €1,103,417 | €1,793,075 |
| Evolution year N vs. year N-1 (in %) | n/a | n/a | n/a | n/a | 62.5% |
| Annual SO IFRS valuation allocated during the financial year (2) | n/a | n/a | n/a | n/a | €210,357 |
| Evolution year N vs. year N-1 (in %) | n/a | n/a | n/a | n/a | n/a |
| Annual PS IFRS valuation allocated during the financial year (2) | n/a | n/a | n/a | n/a | €914,638 |
| Evolution year N vs. year N-1 (in %) | n/a | n/a | n/a | n/a | n/a |
| Total | n/a | n/a | n/a | €1,103,417 | €2,918,070 |
| Evolution year N vs. year N-1 (in %) | n/a | n/a | n/a | n/a | 164.5% |
(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1, and for the year 2024, payable subject to shareholder vote at the AGM 2025.
Chief Customer and Retail Officer and MB member since May 2, 2023
| Year | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Fixed income | n/a | n/a | n/a | €400,000 | €600,000 |
| Short-term incentive (1) | n/a | n/a | n/a | €541,620 | €692,266 |
| Pension | n/a | n/a | n/a | €69,620 | €159,162 |
| Other benefits | n/a | n/a | n/a | €4,495 | €4,344 |
| Remuneration due in respect of the financial year | n/a | n/a | n/a | €1,015,735 | €1,455,771 |
| Evolution year N vs. year N-1 (in %) | n/a | n/a | n/a | n/a | 43.3% |
| Annual SO IFRS valuation allocated during the financial year (2) | n/a | n/a | n/a | n/a | €168,284 |
| Evolution year N vs. year N-1 (in %) | n/a | n/a | n/a | n/a | n/a |
| Annual PS IFRS valuation allocated during the financial year (2) | n/a | n/a | n/a | n/a | €731,704 |
| Evolution year N vs. year N-1 (in %) | n/a | n/a | n/a | n/a | n/a |
| Total | n/a | n/a | n/a | €1,015,735 | €2,355,760 |
| Evolution year N vs. year N-1 (in %) | n/a | n/a | n/a | n/a | 131.9% |
(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1, and for the year 2024, payable subject to shareholder vote at the AGM 2025.
(2) The value corresponds to the value of the SO and PS at the time they were allocated according to IFRS 2 requirements (based on the evaluation conducted by WTW), notably after taking into account any discount related to performance criteria and the probability of presence in the Group after the vesting period, but before taking into account the effect of the spread of the charge during the vesting period according to IFRS 2.
Including the STI paid during financial year N but which was due for the previous financial year.
Chief Executive Officer and Chairman of the MB since January 1, 2021
| Financial year | 2023 | 2024 |
|---|---|---|
| Amounts granted | Amounts granted | Amounts granted |
| Fixed income | €1,000,000 | €1,000,000 |
| Short-term incentive (1) | €1,372,000 | €1,146,576 |
| Supplementary contribution scheme (pension) | €315,624 | €327,209 |
| Other benefits | €130,090 | €131,689 |
| Remuneration due in respect of the financial year | €2,817,514 | €2,605,474 |
| Annual SO IFRS valuation allocated during the financial year (2) | €280,550 | €280,474 |
| Annual PS IFRS valuation allocated during the financial year (2) | €1,219,433 | €1,219,507 |
| Total | €4,317,697 | €4,105,455 |
The value corresponds to the value of the SO and PS at the time they were allocated according to IFRS 2 requirements (based on the evaluation conducted by WTW), notably after taking into account any discount related to performance criteria and the probability of presence in the Group after the vesting period, but before taking into account the effect of the spread of the charge during the vesting period according to IFRS 2.
105
Mr Fabrice Mouchel
Chief Finance Officer and MB member since January 5, 2021
Financial year 2023
| Amounts granted | Amounts paid | Amounts granted | Amounts paid |
|---|---|---|---|
| Fixed income | €750,000 | €750,000 | €750,000 |
| Short-term incentive (1) | €1,024,537 | €928,678 | €865,332 |
| Supplementary contribution scheme (pension) | €212,868 | €212,868 | €222,453 |
| Other benefits | €6,389 | €6,389 | €4,756 |
| Remuneration due in respect of the financial year | €1,993,794 | €1,897,935 | €1,842,541 |
| Annual SO IFRS valuation allocated during the financial year (2) | €210,412 | €210,412 | €210,357 |
| Annual PS IFRS valuation allocated during the financial year (2) | €914,562 | €914,562 | €914,638 |
| Total | €3,118,768 | €3,022,909 | €2,967,536 |
(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1.
(2) The value corresponds to the value of the SO and PS at the time they were allocated according to IFRS 2 requirements (based on the evaluation conducted by WTW), notably after taking into account any discount related to performance criteria and the probability of presence in the Group after the vesting period, but before taking into account the effect of the spread of the charge during the vesting period according to IFRS 2.
Chief Resources & Sustainability Officer and MB Member since January 2, 2022
| Amounts granted | Amounts paid | Amounts granted | Amounts paid |
|---|---|---|---|
| Fixed income | €500,000 | €500,000 | €500,000 |
| Short-term incentive (1) | €677,024 | €497,695 | €573,288 |
| Supplementary contribution scheme (pension) | €144,770 | €144,770 | €162,702 |
| Other benefits | €8,291 | €8,291 | €6,422 |
| Remuneration due in respect of the financial year | €1,330,085 | €1,150,756 | €1,242,412 |
| Annual SO IFRS valuation allocated during the financial year (2) | €140,275 | €140,275 | €140,241 |
| Annual PS IFRS valuation allocated during the financial year (2) | €609,717 | €609,717 | €609,769 |
| Total | €2,080,077 | €1,900,748 | €1,992,422 |
(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1.
106
Mr Vincent Rouget Chief Strategy and Investment Officer and MB member since June 1, 2023
| Amounts | granted | Amounts |
|---|---|---|
| Category | Financial Year 2023 | Financial Year 2024 | ||||||
|---|---|---|---|---|---|---|---|---|
| Amounts Granted | Amounts Paid | Amounts Granted | Amounts Paid | |||||
| Fixed income | €437,500 | €437,500 | €750,000 | €750,000 | ||||
| Short-term incentive (1) | €592,396 | n/a | €859,932 | €592,396 | ||||
| Supplementary contribution scheme (pension) | €70,000 | €70,000 | €179,240 | €179,240 | ||||
| Other benefits | €3,251 | €3,251 | €3,903 | €3,903 | ||||
| Remuneration due in respect of the financial year | €1,103,147 | €510,751 | €1,793,075 | €1,525,539 | ||||
| Annual SO IFRS valuation allocated during the financial year (2) | n/a | n/a | €210,357 | €210,357 | ||||
| Annual PS IFRS valuation allocated during the financial year (2) | n/a | n/a | €914,638 | €914,638 | ||||
| Total | €1,103,147 | €510,751 | €2,918,070 | €2,650,534 |
(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1.
(2) The value corresponds to the value of the SO and PS at the time they were allocated according to IFRS 2 requirements (based on the evaluation conducted by WTW), notably after taking into account any discount related to performance criteria and the probability of presence in the Group after the vesting period, but before taking into account the effect of the spread of the charge during the vesting period according to IFRS 2.
Chief Customer and Retail Officer and MB member since May 2, 2023
| Category | Financial Year 2023 | Financial Year 2024 | ||
|---|---|---|---|---|
| Amounts Granted | Amounts Paid | Amounts Granted | Amounts Paid | |
| Fixed income | €400,000 | €400,000 | €600,000 | €600,000 |
| Short-term incentive (1) | €541,620 | n/a | €692,266 | €541,620 |
| Supplementary contribution scheme (pension) | €69,620 | €69,620 | €159,162 | €159,162 |
| Other benefits | €4,495 | €4,495 | €4,344 | €4,344 |
| Remuneration due in respect of the financial year | €1,015,735 | €474,115 | €1,455,772 | €1,305,126 |
| Annual SO IFRS valuation allocated during the financial year (2) | n/a | n/a | €168,284 | €168,284 |
| Annual PS IFRS valuation allocated during the financial year (2) | n/a | n/a | €731,704 | €731,704 |
| Total | €1,015,735 | €474,115 | €2,355,760 | €2,205,115 |
(1) STI indicated in column “Year N” is STI due in respect of year N and paid year N+1.
Corporate Governance and Remuneration
Performance Stock Options granted during financial years 2020 to 2024 (table 4 of AMF/Afep-Medef recommendations)
The detail of the plans in force applicable to employees and MB members is presented in Section 2.3.4.
On March 7, 2024, the SB, upon the recommendation of the GNRC, granted to Group employees and MB members a total of 521,758 SO, representing 0.59% of the fully diluted share capital on December 31, 2024, of which 40,938 (7.85% of the total granted) to the CEO, 30,704 (5.88%) to the CFO, 30,704 (5.88%) to the CSIO, 24,563 (4.71%) to the CCRO and 20,470 (3.92 %) to the CRSO as detailed in the table below.
Pursuant to the equity distribution that took place on May 16, 2024, all outstanding SO were adjusted by 3%, and exercise prices were reduced by 3%, to reflect the impact of this distribution on potential option gains. The figures in the following tables include these adjustments.
| Date of grant | SO Plan 2020 | SO Plan 2021 | SO Plan 2022 | SO Plan 2023 | SO Plan 2024 |
|---|---|---|---|---|---|
| March 21, 2020 | Opening of exercise period (at the opening of trading day): March 22, 2023 | Opening of exercise period (at the opening of trading day): May 20, 2024 | Opening of exercise period (at the opening of trading day): March 10, 2025 | Opening of exercise period (at the opening of trading day): March 13, 2026 | Opening of exercise period (at the opening of trading day): March 7, 2027 |
| End of exercise period (at the end of the trading day): March 21, 2028 | End of exercise period (at the end of the trading day): May 18, 2029 | End of exercise period (at the end of the trading day): March 8, 2030 | End of exercise period (at the end of the trading day): March 13, 2031 | End of exercise period (at the end of the trading day): March 8, 2032 | |
| Exercise price per SO | €89.34 | €67.38 | €64.73 | €57.26 | €67.31 |
| Type of SO | Share subscription or purchase stock options subject to performance and presence conditions and with no discount. |
| Names of Management Board members | Number of SO granted | Value of SO granted | Value variation vs. previous year |
|---|---|---|---|
| CEO | 40,938 | ||
| CFO | 30,704 | ||
| CSIO | 30,704 | ||
| CCRO | 24,563 | ||
| CRSO | 20,470 |
| Granted | Value of SO granted | Value variation vs. previous year | Number of SO granted | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Jean-Marie Tritant | n/a | n/a | n/a | 43,775 | €135,984 | n/a | 72,100 | €79,890 | (41.3%) | 72,100 | €280,550 | 251.2% | 40,938 | €280,474 | (0.0%) |
| Fabrice Mouchel | n/a | n/a | n/a | 32,832 | €101,988 | n/a | 54,075 | €59,918 | (41.2%) | 54,075 | €210,412 | 251.2% | 30,704 | €210,357 | (0.0%) |
| Sylvain Montcouquiol | n/a | n/a | n/a | n/a | n/a | n/a | 28,840 | €31,956 | n/a | 36,050 | €140,275 | 339.0% | 20,470 | €140,241 | (0.0%) |
| Vincent Rouget | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | 30,704 | €210,357 | n/a | |
| Anne-Sophie Sancerre | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | 24,563 | €168,284 | n/a |
(Article L. 225-184 of the French Commercial Code)(table 5 of AMF/Afep-Medef recommendations)
| MB member | Plan number–Tranche year | Number of SO exercised during the financial year | Date of exercise | Exercise price per SO | Number of SO exercised | Overall market performance of URW SE | Performance of the applicable Reference Index | Achievement of the performance condition at the exercise date |
|---|---|---|---|---|---|---|---|---|
| Mr Jean-Marie Tritant | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
| Mr Fabrice Mouchel | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
| Mr Sylvain Montcouquiol | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
| Mr Vincent Rouget | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
| Ms Anne-Sophie Sancerre | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
The detail of the plans in force applicable to employees and MB members is presented in Section 2.3.4.
On March 7, 2024, a total of 521,758 PS and Retention Shares ("RS") were granted to Group employees and MB members of which 40,938 PS (7.85%) to the CEO, 30,704 (5.88%) to the CFO, 30,704 (5.88%) to the CSIO, 24,563 (4.71%) to the CCRO and 20,470 (3.92%) to the CRSO.
Pursuant to the equity distribution that took place on May 16, 2024, all outstanding PS were adjusted by 3% to reflect the impact of this distribution on potential gains. The figures in the following tables include these adjustments.
The grant of PS to MB members is presented in detail in tables 6 and 7 in accordance with the recommendations of the Afep-Medef Code.
| MB members | Number of PS granted (adjusted) | Economic (IFRS) value of the PS grant | Share transfer date | Availability date | Presence and performance conditions |
|---|---|---|---|---|---|
| Mr Jean-Marie Tritant | 40,938 | €1,219,507 | March 7, 2027 | March 7, 2027 | Yes |
| Mr Fabrice Mouchel | 30,704 | €914,638 | March 7, 2027 | March 7, 2027 | Yes |
| Mr Sylvain Montcouquiol | 20,470 | €609,769 | March 7, 2027 | March 7, 2027 | Yes |
| Mr Vincent Rouget | 30,704 | €914,638 | March 7, 2027 | March 7, 2027 | Yes |
| Ms Anne-Sophie Sancerre | 24,563 | €731,704 | March 7, 2027 | March 7, 2027 | Yes |
| TOTAL | 147,379 | €4,390,256 |
(1) The value is the IFRS value of the PS at the time they were granted, as calculated by WTW, and takes account of the probability of presence in the Group at the end of the vesting period, but before taking into account the spread of the charge during the vesting period.
(2) The share transfer is subject to the attainment of the performance conditions on the third anniversary of the grant.
| MB members | PS plan | Number of PS granted (adjusted) | Achievement of performance condition | Number of PS vested |
|---|---|---|---|---|
| Name | Position | PS Plan 2021 | Percentage | PS Plan 2022 | PS Plan 2023 | PS Plan 2024 |
|---|---|---|---|---|---|---|
| Mr Jean-Marie Tritant | CEO | 17,124 | 55% | 9,419 | ||
| Mr Fabrice Mouchel | CFO | 12,844 | 55% | 7,065 | ||
| Mr Sylvain Montcouquiol | CRSO | 4,967 | 55% | 2,732 | ||
| Mr Vincent Rouget | CSIO | |||||
| Ms Anne-Sophie Sancerre | CCRO | 5,138 | 55% | 2,826 |
The 2021 PS vesting calculation is presented below. The same calculation applies to determine what proportion of the 2021 SO became available for exercise in 202.
| Performance measure | Description | Weight | Target Achieved | Score | Comments |
|---|---|---|---|---|---|
| AREPS 2021–2023 | AREPS vs. compounded guidance given to shareholders. | 30% | 45% | 100% | The compounded AREPS over 3 years exceeds the compounded top of the guidances provided. The AREPS measure is fully achieved. |
| Guidance | Low | High | Actual |
|---|---|---|---|
| 2023 | €9.30 | €9.50 | €9.62 |
| 2022 | €8.20 | €8.40 | €9.31 |
| 2021 | €5.35 | €7.20 | €6.91 |
| Total | €22.85 | €25.10 | €25.84 |
TSR vs. Reference Index
URW TSR evolution compared to the Reference Index.
(measured at 132.4% for the period May 18, 2021 – May 18, 2024, on a 90-day average basis)
109.7% 0% TSR performance below index, therefore the measure is not achieved.
URW ranking vs. sector peers by ISS-ESG. 5%
PRIME rating each of the 3 years of the performance period (prorated for less than 3 years achieved)
Yes (3 years out of 3) 100%
PRIME rating achieved in 2021, 2022 and 2023.
rate of the Better Places 2030 Group-wide, as assessed by the Supervisory Board. 5%
Achieve Better Places roadmap during the 2021–2023 period
Yes 100%
The Better Places agenda 2021–2023 was assessed as fully achieved by the Supervisory Board.
100% 55%
(table 8 of AMF/Afep-Medef recommendations)
| Plans | SO Plan 2018 | SO Plan 2019 | SO Plan 2020 | SO Plan 2021 | SO Plan 2022 | SO Plan 2023 | SO Plan 2024 |
|---|---|---|---|---|---|---|---|
| Date of AGM authorisation | April 25, 2017 | May 17, 2018 | May 17, 2019 | May 12, 2021 | May 12, 2021 | May 11, 2022 | May 11, 2022 |
| Date of grant | March 5, 2018 | March 19, 2019 | March 21, 2020 | May 18, 2021 | March 8, 2022 | March 13, 2023 | March 7, 2024 |
| Total number of SO granted (adjusted after May 16, 2024, equity distribution) | 649,255 | 771,054 | 884,966 | 966,432 | 1,168,028 | 844,450 | 521,758 |
| Effective grant as a % of the fully diluted shares (1) | 0.62% | 0.53% | 0.62% | 0.66% | 0.79% | 0.59% | 0.35% |
| Effective grant to the MB members (2) as a % of the fully diluted shares (1) | 0.15% | 0.05% | 0.07% | 0.09% | 0.16% | 0.15% | 0.10% |
| To MB members (2) | 155,532 | 71,791 | 101,352 | 133,515 | 241,535 | 209,090 | 147,379 |
| Mr Jean-Marie Tritant | 26,265 | n/a | n/a | 43,775 | 72,100 | 72,100 | 40,938 |
| Mr Fabrice Mouchel | 17,510 | n/a | n/a | 32,832 | 54,075 | 54,075 | 30,704 |
| Mr Sylvain Montcouquiol | n/a | n/a | n/a | n/a | 28,840 | 36,050 | 20,470 |
| Mr Vincent Rouget | n/a | n/a | n/a | n/a | n/a | n/a | 30,704 |
Ms Anne-Sophie Sancerre n/a n/a n/a n/a n/a n/a 24,563
| (3)(4) | March 6, 2022 | March 20, 2022 | March 22, 2023 | May 20, 2024 | March 10, 2025 | March 13, 2026 | March 7, 2027 |
|---|---|---|---|---|---|---|---|
| (3)(4) | March 5, 2025 | March 19, 2027 | March 21, 2028 | May 18, 2029 | March 8, 2030 | March 13, 2031 | March 7, 2032 |
|---|---|---|---|---|---|---|---|
| 184.55 | 140.33 | 89.34 | 67.38 | 64.73 | 57.26 | 67.31 |
|---|---|---|---|---|---|---|
See Section 2.3.4
| 0 | 0 | 0 | 59,150 | – | – | – |
|---|---|---|---|---|---|---|
| 317,575 | 334,692 | 636,662 | 543,827 | 189,992 | 59,904 | 5,703 |
|---|---|---|---|---|---|---|
| 331,680 | 436,362 | 248,304 | 363,455 | 978,036 | 784,546 | 516,055 |
|---|---|---|---|---|---|---|
n/a means that the participant was not a MB member at the time of the grant.
(1) On the basis of the fully diluted shares as at December 31, year N-1.
(2) For MB members at the grant date.
(3) Provided that the performance and presence conditions are met.
(4) Indicative dates which must be adjusted to take into account non-business days.
| Plans | PS Plan 2021 | PS Plan 2022 | PS Plan 2023 | PS Plan 2024 |
|---|---|---|---|---|
| Date of AGM authorisation | May 12, 2021 | May 12, 2021 | May 11, 2022 | May 11, 2022 |
| Date of grant | May 18, 2021 | March 8, 2022 | March 13, 2023 | March 7, 2024 |
| Total number of PS granted | 371,846 | 808,872 | 589,758 | 521,758 |
| To Management Board members (1): | 52,230 | 160,487 | 139,368 | 147,379 |
| Mr Jean-Marie Tritant | 17,124 | 47,906 | 48,058 | 40,938 |
| Mr Fabrice Mouchel | 12,844 | 35,930 | 36,043 | 30,704 |
| Mr Sylvain Montcouquiol | n/a | 19,163 | 24,029 | 20,470 |
| Mr Vincent Rouget | n/a | n/a | n/a | 30,704 |
| Ms Anne-Sophie Sancerre | n/a | n/a | n/a | 24,563 |
| Starting date of the vesting period | May 18, 2021 | March 8, 2022 | March 13, 2023 | March 7, 2024 |
| Vesting date and if any starting date of the holding period (2) for French tax residents (3) | May 20, 2024 | March 10, 2025 | March 13, 2026 | March 7, 2027 |
| for non-French tax residents | May 20, 2024 | March 10, 2025 | March 13, 2026 | March 7, 2024 |
| End of holding period (at the end of the trading day) (2) for French tax residents (3) | n/a | n/a | n/a | n/a |
| for non-French tax residents (3) | n/a | n/a | n/a | n/a |
| Performance conditions | Yes | Yes | Yes | Yes |
| Number of PS vested (unavailable) | – | – | – | – |
| Number of PS vested (available) | – | – | – | – |
| Number of cancelled/expired PS | 68,726 | 77,283 | 5,411 | 3,735 |
| OUTSTANDING PERFORMANCE SHARES (UNVESTED) | 303,120 | 731,589 | 584,347 | 516,347 |
n/a means that the participant was not an MB member at the date of grant.
(1) For MB members at grant date.
(2) Provided that the performance and presence conditions are met.
(3) Holding period is no longer applicable to French tax residents since 2019 grant.
| MB members | End of mandate | Employment contract | Supplementary contribution scheme | Additional defined |
|---|---|---|---|---|
| Name | Position | AGM | Severance Package | Non-Compete Indemnity |
|---|---|---|---|---|
| Mr Jean-Marie Tritant | CEO | AGM 2025 | No | No |
| Mr Fabrice Mouchel | CFO | AGM 2025 | No | No |
| Mr Sylvain Montcouquiol | CRSO | AGM 2026 | Suspended | No |
| Mr Vincent Rouget | CSIO | AGM 2027 | No | No |
| Ms Anne-Sophie Sancerre | CCRO | AGM 2027 | No | No |
(1) As the CEO, the CFO, the CSIO and the CCRO have no employment contract, a severance package and, if needed, a non-compete indemnity can be decided by the Supervisory Board, according to the Remuneration Policy approved at the 2024 AGM.
Remuneration of the Supervisory Board members for 2023 and 2024 financial years (table 3 of Afep-Medef recommendations)
| SB members | Financial year 2023 (1) | Financial year 2024 (1) |
|---|---|---|
| Mr Léon Bressler, SB Chairman until May 11, 2023 | €1 | n/a |
| Mr Jacques Richier, SB Chairman since May 11, 2023 | €237,005 | €374,500 |
| Ms Julie Avrane, SB and AC member | €99,000 | €99,000 |
| Ms Cécile Cabanis, SB Vice-Chair and AC Chair | €136,500 | €120,500 |
| Mr Michel Dessolain, SB and AC member | €106,500 | €109,000 |
| Ms Susana Gallardo, SB and GNRC member | €102,444 | €112,500 |
| Ms Dagmar Kollmann, SB and GNRC member | €106,500 | €109,500 |
| Mr John McFarlane, SB and AC member until May 11, 2023 | €48,937 | n/a |
| Mr Roderick Munsters, SB member and GNRC Chairman | €128,000 | €132,000 |
| Mr Xavier Niel (2), SB and GNRC member until October 4, 2024 | €1 | €1 |
| Mr Michaël Boukobza (2), SB and GNRC member since October 4, 2024 | n/a | €1 |
| Ms Aline Sylla-Walbaum, SB and GNRC member | €90,201 | €102,500 |
| Ms Sara Lucas, SB and AC member since May 11, 2023 | €55,536 | €99,000 |
| TOTAL | €1,110,625 | €1,258,502 |
Percentage used of the annual envelope approved by the AGM
| 69.4% | 78.7% |
|---|---|
(1) Including the out-of-country indemnities, if any, and before withholding tax.
(2) Upon their own request, the total remuneration to be paid to Mr Xavier Niel and Mr Michaël Boukobza (including any committee, ad hoc compensation and out-of-country indemnities), shall be 1 symbolic euro per year.
The table below summarises the share ownership of MB members on December 31, 2024 (including shares held within the Company savings fund).
| MB members | Stapled Shares owned (1) | SO non-exercised | PS subject to vesting period |
|---|---|---|---|
| Mr Jean-Marie Tritant | 68,482 | 322,747 | 136,902 |
| Mr Fabrice Mouchel | 50,181 | 231,427 | 102,677 |
| Mr Sylvain Montcouquiol | 21,090 | 122,785 | 63,662 |
| Mr Vincent Rouget | 47,116 | 30,704 | 30,704 |
| Ms Anne-Sophie Sancerre | 17,824 | 93,997 | 45,198 |
(table 9 of AMF recommendations)
| Top 10 of SO grants in 2024 | (1) | Top 10 SO exercises in 2024 |
|---|---|---|
| 80,252 | 34,514 |
|---|---|
| Weighted average price | €67.31 |
| LTI Plan 2020 | 80,252 |
| LTI Plan 2021 | |
| LTI Plan 2022 | |
| LTI Plan 2023 | |
| LTI Plan 2024 |
(1) Excluding MB members.
(2) The number of top grants may exceed 10 in the event that several participants have received the equal number of SO. Each year the option holders list may vary.
| Top 10 PS being definitively available in 2024 | Number of PS granted/available |
|---|---|
| 80,252 | 36,813 |
(1) Excluding executives who were MB members at the date of the grant.
(2) The number of top grants may exceed 10 in the event that several participants have received the equal number of PS. Each year the option holders list may vary.
The LTI equity compensation is an essential part of the Group’s Remuneration Policy. It is a significant retention tool designed to strengthen the loyalty and engagement of participants in the Group’s performance while aligning their interests with long-term value creation objectives of the Group and its shareholders.
As from 2023, the LTI is made up of 3 equity compensation instruments: SO and PS, both subject to performance and presence conditions for all participants, as well as RS only subject to presence condition.
resolution was approved by 94.7% of shareholder votes. The SB determines each year the threshold below which only RS are granted and the ratio of SO and PS above this threshold. Grants are not automatic in number nor frequency. They vary from year to year, both in terms of participants and of instruments allocated. In 2024, there were 557 LTI participants, i.e. c. 23% of the Group employees. In accordance with the Afep-Medef Code, the holding and equity investment obligations applicable to MB members are described in Section 2.3.1.1.
The General Meeting of shareholders authorises the MB to allocate SO, PS and RS and sets out the following principles:
On an annual basis, the SB, upon recommendation of the GNRC:
The MB determines the terms and conditions for grant of the plans, and specifically:
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
The SO and PS plans are based on the following principles:
Pursuant to Article L. 22-10-58 and L. 225-177 of the French Commercial Code, no grant may be made:
Within the period between the date on which corporate bodies become aware of inside information and the date on which this information is made public;
No discount on the strike price of the SO is allowed;
The potential dilutive effect of these instruments remains therefore limited and managed by the Group. If all the required performance conditions were met over the specified period and no cancellations were to occur during the course of the plan, all the non-vested PS and RS and non-exercised SO would amount to 3.65% of the fully diluted capital as at December 31, 2024.
The SO and the PS may only vest for those participants who are present just prior to exercise or vesting. However, they would remain valid in the event of (i) retirement; (ii) termination of activity due to death or disability (Categories 2 or 3 as provided for in Article L. 341-4 of the French Social Security Code or equivalent under the applicable local regulations); or (iii) explicit and justified MB or SB decision in exceptional circumstances.
The SB ensures that the LTI promotes overall performance and does not encourage excessive risk taking. Measuring and taking into account the performance of the Group over the long-term to align shareholders’ interests with those of the participants, be they employees or MB member(1). The SO and the PS have a single test of all their performance conditions at the end of the 3-year performance period.
but it shall be amended to comply with the last Remuneration Policy approved by the shareholders.
(1) For more details on the performance conditions applicable to MB members, please refer to the 2022 Remuneration Policy described in section 2.3.1.1.
| Name | Date | Nature of transaction | Number | Unit price |
|---|---|---|---|---|
| Management Board members | ||||
| Mr Jean Marie Tritant | 20/05/2024 | Performance Shares definitively vested | 9,419 | €79.68 |
| 30/04/2024 | Subscription of units of the Company Savings Plan | 2,055 | €48.66 | |
| Mr Fabrice Mouchel | 20/05/2024 | Performance Shares definitively vested | 7,065 | €79.68 |
| 30/04/2024 | Subscription of units of the Company Savings Plan | 2,055 | €48.66 | |
| 23/05/2024 | Subscription of units of the Company Savings Plan | 39 | €79.00 | |
| Mr Sylvain Montcouquiol | 20/05/2024 | Performance Shares definitively vested | 2,732 | €79.68 |
| 30/04/2024 | Subscription of units of the Company Savings Plan | 2,055 | €48.66 | |
| Mr Vincent Rouget | 20/05/2024 | Performance Shares definitively vested | n/a | |
| 30/04/2024 | Subscription of units of the Company Savings Plan | 2,055 | €48.66 | |
| Ms Anne-Sophie Sancerre | 20/05/2024 | Performance Shares definitively vested | 2,826 | €79.68 |
| 30/04/2024 | Subscription of units of the Company Savings Plan | 2,076 | €48.66 | |
| Supervisory Board members | ||||
| Mr Michel Dessolain (1) | 20/05/2024 | Performance Shares definitively vested | 6,132 | €79.68 |
| Executive Committee members | ||||
| Mr Bruno Donjon | 20/05/2024 | Performance Shares definitively vested | 2,732 | €79.68 |
| 30/04/2024 | Subscription of units of the Company Savings Plan | 505 | €48.66 | |
| 23/05/2024 | Subscription of units of the Company Savings Plan | 22 | €79.00 | |
| Mr Jurn Hoeksema | 20/05/2024 | Performance Shares definitively vested | 2,826 | €79.68 |
| 20-21/05/2024 | Sale of shares | 8,692 | ||
| 05/11/2024 | Sale of shares | 1,803 | ||
| Ms Christi Karandikar | 20/05/2024 | Performance Shares definitively vested | 1,871 | €79.68 |
| 20/05/2024 | Sale of shares | 146 | ||
| Mr Dominic Lowe | 20/05/2024 | Performance Shares definitively vested | 5,829 | €79.68 |
| 20/05/2024 | Sale of shares | 2,184 | ||
| Mr Scott Parsons | 20/05/2024 | Performance Shares definitively vested | 3,705 | €79.68 |
| 20/05/2024 | Sale of shares | 13,176 | ||
| Mr Jakub Skawrlo |
20/05/2024 Performance Shares definitively vested 1,199 €79.68
20/05/2024 Sale of shares 402
Mr David Zeitoun
20/05/2024 Performance Shares definitively vested 3,109 €79.68
30/04/2024 Subscription of units of the Company Savings Plan 546 €48.66
Subscription of units of the Company Savings Plan 20 €79.00
(1) Mr Michel Dessolain was a member of the Executive Committee before his appointment as member of the SB of URW SE during the General Meeting of May 11, 2022.
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
Unibail-Rodamco-Westfield (“URW”), through its Code of Ethics updated in December 2023, is committed to strong ethical core values when it comes to how we conduct our day-to-day business in an ethical, transparent and fair manner. The Group has a “zero tolerance” principle against all forms of unethical practices, such as inappropriate, disrespectful or unlawful behaviour, harassment, discrimination, corruption, bribery, influence peddling and human rights violations. The Group’s compliance policies and procedures are founded on a risk-based approach, in line with the industry and operational compliance risks. Procedures are put in place to guide our employees in the implementation of the policies.
At URW, every employee is an ambassador of ethics and compliance values and rules. The promotion of compliance awareness through “tone from the top” approach followed by the senior leadership is an acknowledgement of the important role of ethics and compliance in the Group business and to the collective commitment to do the right thing.
URW has put in place a robust Compliance Programme with a well-defined compliance framework to ensure good governance. The Group, through its current compliance framework, ensures that local regulatory requirements are respected. The Group Ethic and Compliance Committee at Group level is monitoring compliance with laws and policies to effectively assess and remediate any lack of efficiency or gaps in the Compliance Program, in collaboration with Local Compliance Correspondents (“LCCs”).
The Group Ethic Compliance Committee is composed of 4 members, including the Chief Resources & Sustainability Officer (“CRSO”) (Chairman), the Group General Counsel, the GCO and the Chief Financial Officer (“CFO”).
The Group Ethic Compliance Committee’s main responsibilities are:
Within URW, the following compliance matters fall under the scope of the Group General Counsel:
The GCO is appointed by the SB of URW SE upon recommendation of the Chief Executive Officer (“CEO”). To ensure full independence, the GCO reports to the CEO and the Chairman of the SB. The GCO is responsible for compliance matters for the entire Group. The GCO is directly responsible for the EU platform and through supervision for the US platform, in collaboration with the CO URW NV. The GCO’s scope of responsibility includes:
In addition to dedicated resources and budgets, the GCO and the CO URW NV have support from a Group & Compliance Manager and an LCC network to fulfil their tasks. They may also request support and/or input from any department, notably the Group Legal department, as well as from external advisors.
The CO URW NV supports the GCO in implementing and monitoring the Compliance Programme (including the ACP) within the US platform. The CO URW NV provides particular support in the implementation of the “Know Your Partner” (“KYP”) procedure (third-party due diligence). In order to fulfil his/her tasks, the CO URW NV may request support, advice and/or input from the US General Counsel.
The network of LCCs exists to locally promote compliance awareness in the different regions where the Group conducts business as well as to monitor and provide support for the local implementation of the compliance procedures. The LCC provides first-level compliance advice at local level to URW staff, reports any (potential) compliance breach or issue to the GCO and makes appropriate suggestions to improve compliance policies and procedures. The LCC network is also responsible for conducting trainings to exposed employees, as well as general training for employees in their region on all compliance topics.
The Code of Ethics describes values and principles that every employee of the Group must observe in the course of their work. In December this year, to ensure URW’s values and principles remain aligned with URW latest commitments, we have updated the Code of Ethics, specifically the sections concerning human rights, diversity, equity and inclusion. We have also added a section on social responsibility, to reflect the evolution of our sustainable ambition, further embedding our sustainability objectives at the core of our operations and development.
The Code of Ethics also promotes the values of integrity and transparency in the day-to-day activities entailing a strict prohibition on the offering or receiving of illegal sums and requiring employees to comply with applicable laws and regulations. The code serves as a clear reminder to URW employees on the “zero tolerance” principle applied to any unethical behaviour.
An annual training campaign (e-learning) is organised to raise awareness among employees of the Group’s ethical principles and the main compliance risks.
All employees and contractors are invited to report cases or suspicions of criminal activities, violations of national and international laws, and any serious threat or harm to the general interest of URW, or breaches to the Group Code of Ethics, by using the Group’s whistleblowing platform. The platform is hosted by an external provider and is available 24/7 from any location worldwide in the languages of the countries in which the Group operates (https://urw.integrityline.org/). The whistleblowing platform allows anonymous reporting and ensures strict confidentiality of the identity of the reporter. The Group policy is to guarantee to not discipline, discriminate or retaliate against any employee or other person who reports information related to a violation. The GCO and the CO URW NV (for the US platform) investigate reported incidents, but the MB is ultimately responsible for taking the appropriate actions. The GCO and the CO URW NV may also seek assistance of the LCC when investigating.
The Group’s ACP aims to combat and prevent corruption, bribery and influence peddling, and has been created to comply with applicable laws, such as the French Sapin II Law, the UK Bribery Act and the US Foreign Corrupt Practices Act, notably. The ACP includes a risk mapping of the various operations in the different regions of the Group, such as the regulatory landscape, as well as transactions and relationships with third parties and business partners. The MB of URW strictly enforces the Group’s zero-tolerance principle regarding violations of the ACP.
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
The Group’s corruption risk mapping points out potential corruption risks and consists of several criteria related to the Group’s location and operations. The main risk areas are sponsorships/donations, investment/ divestment, development and procurement processes. The corruption risk mapping was assessed in 2022 by an external consultancy firm and updated to better comply with the requirements set out by the French Sapin II Law. The methodology applied to update the risk mapping is documented and included interviews at corporate and local levels to validate and update potential risk scenarios related to corruption, bribery and influence peddling. Each scenario identified is duly assessed locally and is mitigated by an internal control measure or subjected to an action plan when necessary. The Group corruption risk mapping will be updated in 2025.
The Group has an externally-based whistleblowing platform (the URW Integrity Line), which enables all staff as well as contractors to confidentially, and anonymously, report incidents to the GCO and the CO URW NV (for the US platform). The whistleblowing procedure and platform are accessible at https://urw.integrityline.org/.
The Group has a KYP procedure, which consists of a tailor-made due diligence in line with operational, legal and reputational risks identified during the map out of risks. The KYP process is used to assess URW business partners’ exposure to corruption and sanctions before entering into any contractual relationships.
In 2024, the Group updated its third-party assessment tool. This update now enables automated evaluation on ultimate beneficial owners. Pursuant to the KYP process and the onboarding of third parties, the Group ensures that a compliance clause covering anti-corruption provisions is inserted in their contracts. The compliance clause in contracts serves as a reminder to the third parties of URW’s commitment to compliance and ethics.
The Group has a collective decision-making process regarding investment, divestment and procurement. The Group applies a “4 eyes” principle when processing invoices and staff expenses reimbursement, meaning that the person approving the purchase order is different from the person approving the invoice.
There is also a segregation of duties in the payment process. Manual entries in accounting are systematically reviewed by the chief accountant and accounts are reviewed by statutory auditors.
To raise awareness and entrench the compliance culture within the Group, employees are required to participate in an annual mandatory e-training, covering ethics and compliance topics such as the prevention of corruption and influence peddling (“URW ACP”). As of December 31, 2024, 84% of URW staff has completed the online training.
Occasional actions, notably in the form of educational communications, enable the compliance team to raise employee awareness throughout the year.
In addition to the online training, most exposed departments identified in the URW corruption risk mapping (Investment, Development, Public Affairs, and Procurement) are required to attend classroom training. Several training sessions were held throughout the Group and hosted by the LCC in local languages.
Disciplinary actions may be taken against employees of URW in cases of proven corruption, bribery or breaches of the ACP, based on the Group’s zero tolerance principle and in line with local applicable laws.
To ensure compliance with the ACP and constant improvement, the ACP is part of the scope of the Internal Audit department which performs regular review of the correct application of the KYP procedure.
The Gift and Entertainment Policy states that hospitality, promotional or other business expenditures — whether received or given—must be in forms other than cash or cash equivalents. They must be reasonable in value, infrequent, compliant with local laws, and directly related to promoting the Group's assets, know-how, products, or services, executing a contract, or fostering business relationships outside of any tendering phase or within the framework of the Group's sustainability policy. Such expenditures must be approved as necessary, accurately recorded in accounting, and not intended for corrupt purposes or to receive anything in return.
All these rules are set out in the Group’s “URW Gifts and Entertainment” policy for all employees.
Donations to charities, non-profit initiatives or social projects comprise a risk of having funds or assets of value being diverted for the personal use or benefit of a public official or a private party. Particular caution needs to be observed if a potential contribution is directed towards a company having an affiliation with a public official. Any contributions above €/$/£15,000 must be pre-validated by the Group CRSO for European operations or by the Chief Operating Officer US for US Operations. An annual list of all the Group’s sponsoring and charitable contributions is kept and followed-up at Group level.
The procedure for prevention of money laundering and terrorism financing is in line with the applicable laws. Under the aforementioned policy, employees and managers are required to be vigilant and perform due diligences before entering into certain business relationships depending on the risk profile of the third party. These due diligences include identifying the partner company under the KYP process, evaluating the risk profile of the partner/operation, performing sanctions list screening, and identifying potential Ultimate Beneficial Owners (“UBOs”) and politically exposed persons through background checks via public databases.
The due diligence under the KYP process consists of screening the third parties against international lists of denied parties and a questionnaire sent and filled by third parties, which allows the Group to determine UBOs and shareholders of third parties and to assess their adherence to local and regional legal requirements. The Compliance team then evaluates, following some internal and/or external background checks and investigations, the risk involved with the said third parties and provides a recommendation to the relevant business owners in line with the applicable policies and findings of the assessment in case of redflag.
URW Group collects data than could potentially have higher market value than similar data in other industries. Moreover, personal data protection represents a major concern for customers, employees and partners and for the URW Group as well. Aware of the risk of data misuse and the development of legislation in this regard, URW Group is working on maintaining and continuous improving its Personal Data Protection Compliance Programme since many years. This help to strengthen its data market strategy. Nevertheless, quick and on-going technological progress and the international scale of the Group make it impossible to eliminate all risks despite measures implemented. Sense of responsibility is essential and shall lead to guaranteeing exemplarity in the daily management of personal data processing and compliance with applicable national laws.
The years following the introduction of the General Data Protection Regulation (2018) were years of consolidation and feedbacks used for continuous improvement of those measures implemented, and governance of the Group’s Compliance Programme on personal data. Some decisions from European national authorities also brought some clarification and reinforced the importance of keeping the Group’s procedures up to date.
This active search for compliance, which represents a constantly renewed challenge, is based on a clear managerial willingness directly integrated into the various services of the Group. The Group shall ensure compliance with its legal and regulatory obligations while supporting marketing and commercial strategies, in order to offer even more innovative services to its customers, partners and other stakeholders.
The governance in place is based on different levels according to an escalation principle. This governance is organised around:
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
Mindful of its responsibilities in this area, the Group is committed to ensuring effective protection and reasonable processing of the personal data collected.
URW Group continuously endeavours to improve its knowledge of tools used and type of data processing. Such knowledge is used to implement robust organisational measures at project management level.
This applies to new projects or activities that could potentially lead to the processing of personal data, as well as for processing currently underway. These processes aim to strengthen the analysis and consideration of risks, particularly in terms of personal data security and processing. Depending on the risks that a processing of personal data could have on data subjects, URW could carry out different types of analyse before implementing any processing. Formalising these analyses enables the Group to meet the accountability principle. These tools include:
In addition, significant efforts are made in terms of awareness and training on the management of personal data. Each employee receives online GDPR mandatory training, and the most exposed departments are provided with personalised face-to-face training.
withdrawal of consent). URW Group has deployed an integrated management tool enabling it to respond quickly and appropriately to the requests of people exercising their rights in terms of personal data. The Group has also settled a tool to digitalise records of data-processing activities and data protection impact assessments made. Implementation of the tool within all the countries is effective and strengthen our accountability obligations regarding data protection. This management also involves strengthening the Group’s relationships with its partners, suppliers and providers so that they engage in a compliance process. The Group aims to only use subcontractors that provide guarantees as to their appropriate technical and organisational measures to ensure that processing and processing methods meet GDPR requirements and guarantee the protection of the data subject’s rights.
Beyond the establishment of an internal framework suitable for ensuring compliance with regulations, the effective application of this framework is subject to regular monitoring and internal audit missions carried out by the Group’s dedicated teams.
Beyond the European Regulation on the Protection of Personal Data, each member state of the European Union has interpreted the provisions of the GDPR by the enactment of national standards and by the jurisprudence developed by its national authorities (courts and local data protection authorities). At the same time, the UK (following Brexit) and some states in the US such as California, in which the Group operates, have implemented their own regulations.
This multiplication of applicable standards and regulations, combined with objectives or philosophies that may diverge, makes it increasingly complex to monitor regulatory developments. This is one of URW’s endeavours to take up this major challenge on a daily basis, in order to maintain global compliance taking into account local specificities.
In accordance with Article L. 22-10-20 of the French Commercial Code, at its meeting held on March 13, 2025, the SB agreed on the corporate governance report (cf. Section 8.6.4), which will be submitted at the next General Meeting, at the same time as the observations of the SB on the MB report and the financial statements, it being specified that the observations are presented in the convening notice of the 2025 General Meeting.
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Unibail-Rodamco-Westfield (“URW”) is committed to its role in the environmental transition, creating unique, dynamic places that are a catalyst for social, economic and environmental vitality. For more than 15 years, the Group has advanced ambitious sustainability objectives, starting with its first sustainability report in 2007, and accelerating in 2016 with the launch of Better Places 2030.
The Better Places roadmap, updated last year, is fully embedded within the business, driving the Group forward in its commitment to sustainable operations, as URW unlocks value as a partner to cities in urban regeneration and retrofitting projects, as well as through the mixed-use densification of its existing assets.
Better Places also leverages the Group’s unique position to act as a catalyst for the evolution of the retail industry, setting ambitious targets and bringing greater transparency to the environmental performance of its shopping centres, while innovatively expanding their retail mix.
URW is creating opportunities and value for all of its stakeholders through its impact, which is aligned with its vision to create sustainable places that Reinvent Being Together.
The evolution of Better Places creates a robust science-based roadmap which is a unique commitment to the impact URW can have on the environmental transition of cities. With ambitious targets that cover its entire value chain, the Company has made a step-change – leveraging its historical reduction in carbon emissions to go even further and accelerate even faster.
Better Places includes a net zero commitment that covers Scopes 1, 2 and 3, which has already been approved by the Science Based Targets initiative (“SBTi”). URW was the first retail real estate company in the EU and sixth CAC 40 company to obtain SBTi approval of net-zero targets. Better Places net-zero climate targets are in line with Intergovernmental Panel on Climate Change ("IPCC") scientific consensus. With the evolution of the Better Places roadmap, URW expanded its environmental targets with a focus on biodiversity, water, waste, climate adaptation and community impact.
Comprising 3 pillars – Environmental Transition, Sustainable Experience and Thriving Communities – the plan is embedded across the Group at an asset, portfolio and corporate level. It relies on a clear governance and is being implemented with support from external stakeholders and recognised key partners such as Good On You, Bureau Veritas and WWF France.
Better Places propels URW forward on a truly transformative journey, creating value for people, the Group’s partners and cities, and making impactful progress towards our collective future.
In 2024, the Group received a score of 92/100 (+2 points vs. 2023), securing the second-highest ranking of all European listed retail real estate companies, with a "5 Star" rating, which recognises entities with the highest performance levels in the GRESB benchmark. URW also ranked among the top 20% rated entities worldwide;
URW was also highlighted as a global leader on corporate climate action by global environmental impact non-profit CDP, achieving a place on the CDP Climate Change A List for the seventh year in a row;
ISS ESG Corporate: URW reconfirmed its B rating and again received Prime status;
Sustainalytics: ESG Risk Rating of 4.1 (3) (Negligible, the lowest possible), which places the Group at the first rank of the Real Estate Industry group and the REIT subindustry group, as well as at the first rank in the global rated universe (15,000+ companies);
MSCI ESG: In 2024, URW maintained the rating of AA (“Leader”) in the MSCI ESG ratings assessment;
Refinitiv: Combined ESG Score of A, positioned among leaders of the Real Estate Sector;
Corporate Knights: URW is included in the 2025 Global 100 ranking as one of the 100 most sustainable corporations in the world;
World Benchmarking Alliance’s 2024 Urban Benchmark: The benchmark assesses 300 of the world's most influential urban companies on their commitment to ensuring a safe, inclusive and sustainable environment for all. For the first iteration of the benchmark, URW ranked in the top 10 out of 300 rated entities; and
Equileap: URW ranked in the Equileap Top 100 companies for gender equality globally, as well as in the Top 10 companies in France.
(1) The term “sustainability” used across the Sustainability Statement broadly refers to, but is not limited to, various topics such as environmental footprint (carbon emissions, energy, water, waste, biodiversity, etc.), health, local communities, ethics and governance, human rights, gender equality, and dialogue with stakeholders.
(2) As per public information available on SBTi website at the time URW received net-zero certification.
(3) Result obtained in January 2025.
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In 2024, URW also features in a number of renowned ESG indices, including:
The scorecards below showcase URW’s progress in achieving the targets set out in its Better Places roadmap. These scorecards provide a comprehensive overview of our advancements across the three key pillars:
local communities, foster inclusivity, and create vibrant, resilient spaces for all.
(1) https://live.euronext.com/fr/product/equities/fr0013326246-xpar#related-instruments
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| Year | 2023 | 2024 | Progress |
|---|---|---|---|
| -90% GHG emissions reduction by 2030 (Scopes 1 and 2) | -81.1% | -84.9% | (1) |
| -50% GHG emissions reduction by 2030 (Scopes 1, 2 and 3) | -39.3% | -42.2% | (4) |
| -90% GHG emissions reduction by 2050 (Scopes 1, 2 and 3) | |||
| -50% energy-intensity reduction by 2030 | -30.1% | -37.0% | (2) |
| Develop on-site renewable energy with a 50 MWp plan for EU by 2030 | 13.8 MWp | 17.9 MWp |
Develop nature protection and restoration projects to neutralise residual emissions on Scopes 1 and 2 by 2030 (3)
Commitments in protection and restoration projects have been made by the Group in 2023. First carbon removals expected in 2025/2026.
Operate an efficient and resilient portfolio that minimises negative impact on resources and on its environment.
| Target | 2023 | 2024 | Progress |
|---|---|---|---|
| Zero waste to landfill by 2025 (1) | 24.7% | 22.9% (Group) | 3.3% (EU) 65.8% (US) |
| Engage tenants to reduce waste by -15% by 2030 (2) | -5.0% | -8.1% | |
| Reach 70% recycling rate by 2030 | 44.4% | -47.2% |
| Target | 2023 | 2024 | Progress |
|---|---|---|---|
| 100% of assets in water stressed areas to implement water reuse solutions by 2025, and 100% of our portfolio by 2030 (3)(4) | N/A | 36.4% | 19.4% |
| Reduce water consumption intensity by -20% per footfall by 2030 (5) | -12.6% | -15.0% |
| Target | 2023 | 2024 | Progress |
|---|---|---|---|
| 100% of our portfolio implements renaturation projects by 2030 (6) | N/A | Renaturation guidelines have been defined in 2024. | Implementation of renaturation projects is planned for 2026 |
| Target | Progress |
|---|---|
| 100% of exposed assets implement risk mitigation measures by 2030 (7) |
100% of assets have evaluated their exposure and have a global crisis management framework in place.
Mitigation measures to be implemented starting 2025
URW has set the objective of achieving zero waste to landfill by 2025. While the Group is on track to meet this target in Europe, the Group anticipates that achieving this goal in the US will take additional time, with a revised plan currently being designed for the US context. This adjustment reflects the unique challenges and regulatory landscape in the US on this topic.
From a 2019 reference, including waste from common and private areas of the shopping centres, like-for-like.
Appliance or management solution within the shopping centre that allow to limit water consumption from the public network through the reuse of water and/or use of grey/rain water.
Water stressed areas as defined by the WWF in the Water risk filter with the KPI Water scarcity risk.
In L/visit from a 2019 baseline.
Renaturation projects are defined as any project related to the improvement of biodiversity and biophilia in and outside the shopping centres.
Exposed assets are defined following a group study identifying the exposure of our assets to climate risks and their materiality for URW.
Accelerate urban regeneration by designing and retrofitting low-carbon, connected and inclusive urban places.
| DEVELOPMENT | 2023 | 2024 | PROGRESS |
|---|---|---|---|
| GHG emissions reduction related to construction (1) | -35% | -8.2% (EU) | |
| -6.8% (US) | |||
| -10.1% (EU) | |||
| -6.8% (US) |
| 100% of our major development projects to be certified at least BREEAM Excellent (or equivalent) | (2) | 80% | 83% |
|---|---|---|---|
| Achieve biodiversity net gain for all our development projects | (3) | 100% | 100% |
| MOBILITY | URW as a catalyst for accelerating low-carbon mobility, including a 4,000+ EV charger plan in the EU by 2030 | 1,216 | (4) |
| 1,157 |
(1) In kgCO2e/sqm built, from a 2015 baseline.
(2) Equivalent environmental certification related to development projects including LEED.
(3) The biodiversity net gain calculation will be done using the Biodiversity metric released by DEFRA.
(4) Corrected figure post 2024 audit.
Challenges such as climate change, scarcity of resources and social cohesion have an increasingly direct impact on the places where communities live. Environmental transition has become the number one priority of cities, implementing major programmes around energy efficiency, climate adaptation, biodiversity, mobility and human-centred design.
Transforming existing real estate, creating heart-of-city sustainable districts, and delivering and operating low-carbon smart buildings is the core of our ambition. URW is committed to accelerating urban regeneration, by developing and operating efficient and resilient destinations that have a positive impact on the environment.
With its evolved Better Places roadmap, URW is going further in its net zero trajectory, committing to reduce greenhouse gas (“GHG”) emissions by -90% for Scopes 1 and 2 and -50% for Scopes 1, 2 and 3 by 2030, and to cut total emissions across the Group’s entire value chain including Scope 3 by -90% by 2050 (1). In addition to the reduction effort, URW will neutralise its Scope 1 and 2 residual emissions through a €5Mn investment in the Mirova Climate Fund for Nature and a €350K investment over 3 years in the WWF Nature Impact Fund while also contributing to protect and restore biodiversity at scale.
These targets have been approved by the SBTi as a pathway to achieving net zero by 2050 and are aligned with the UN’s IPCC scientific consensus.
Through building-retrofit projects and new business opportunities in renewable electricity production and electric vehicle (“EV”) charging, the Group will be able to generate additional avoided emissions.
URW is also working with retailers to help them reduce their energy consumption, while developing a comprehensive mobility action plan ensuring the Group’s destinations are well connected to public transport and have the infrastructure to support electric mobility.
URW is committed to contributing to the transformation of lifestyles in order to protect shared natural resources. Therefore, the Group also made new, ambitious commitments around biodiversity, water and waste – all designed to make its destinations active agents of urban regeneration and the environmental transition.
| Achieved | In progress | Not achieved | Not started |
|---|---|---|---|
1 2 4 5 6 7 8
Increase and promote to our partners and visitors the sustainability performance of our places.
| 2023 | 2024 | PROGRESS |
|---|---|---|
| 10 assets certified by end of 2024 | N/A | 14 assets |
| 100% of our assets certified by 2027 | 29.2% |
Evaluate, to actively monitor and grow the share of sustainable offer and sustainability-driven brands in our assets.
| Rolled out on 70% of eligible URW revenues by end of 2024 | 57.0% | 70.1% |
|---|---|---|
| Rolled out on 100% of eligible URW revenues by 2027 |
Integrate sustainability-driven initiatives at the core of the customer journey.
| 100% of assets to organise a Westfield Good Festival or at least one annual campaign or event to raise sustainable awareness by 2025 | 100% | 100% |
|---|---|---|
(1) Standing European Retail assets.
(2) Revenues in Minimum Guaranteed Rents and Sales Based Rents excluding VAT standing European retail assets from July 2024; eligible revenues from the following categories or retailers: Fashion+, Health & Beauty, General Services (Fitness, Entertainment), Home, Culture & Technology and Food & Beverage Services.
With 950 million visits to URW’s centres each year globally, the Group has a unique ability to support the sustainable evolution of retail while meeting the changing needs of consumers.
The Better Places certification will offer visitors a comprehensive view of the sustainability performance of each asset. To create the certification, URW partnered with Bureau Veritas Solutions and WWF France to outline 94 key criteria covering a broad range of environmental and social dimensions including but not limited to, Health & Safety, Energy & Climate, Water, Communities, Mobility, Biodiversity and Waste. The Better Places certification was finalised in 2023 and rolled-out to 14 assets in 2024, exceeding the initial target of 10 assets certified this year.
You, a global sustainable-brand ratings company, and the critical expertise of WWF France, the SRI is an innovative and dynamic approach that will support the sustainable evolution of retail, providing insights into retailers’ sustainability journeys.
These programmes help the Group meet the needs of consumers, ensuring the offer corresponds to their ever-increasing expectation for sustainable places and products. To complement that demand, URW also develops on-site experiences such as the Westfield Good Festival. This flagship event connects consumers around sustainability-driven experiences and provides a forum for brands and retailers to share their sustainability journeys.
| Achieved | In progress | Not achieved | Not started |
|---|---|---|---|
Driving positive economic and social impact within our communities through employment, training and social inclusion.
| Year | 2023 | 2024 | Progress |
|---|---|---|---|
15,000 people supported annually through training, social inclusion and employment opportunities
N/A
More than 20,000 people securing jobs or receiving training.
Over 156,000 community members participated in local initiatives
Grow a diverse, skilled and engaged community of employees to lead sustainable change.
| 100% URW employees | (1) | have at least one annual sustainable business transformation objective | |
|---|---|---|---|
| 98.9% | 100% | ||
| A minimum of 95% of URW employees complete a sustainability course annually | 93.2% | 96.8% | |
| Maintain 40% of senior management positions held by women | 42.5% | 44.3% | |
| (2) | 80%+ of employees engaged in meaningful community volunteering programmes by 2025 | 47.8% | 73.6% |
(1) All employees having formalised objectives in the Group Human Resources performance assessment tool.
(2) Updated definition following evolution of Group regional organisation.
As welcoming and inclusive places where people of all backgrounds connect, the Group’s destinations are catalysts for economic and social vitality, supporting social cohesion.
URW’s people-centric destinations help to regenerate urban districts and have a tremendously positive impact on how their surrounding communities live. In Paris, London, Hamburg and New York, the Group's assets are central to people’s lives, offering an innovative mix of stores, restaurants, entertainment and services – as well as green spaces and public facilities, services, office space and coworking outposts, and housing.
Whether by regenerating industrial land in the heart of a city or by attracting investment to an existing commercial area, the Group’s projects create thousands of direct and indirect jobs, bringing new life and economic vigour to the city.
URW also actively works on maximising its impact by developing meaningful community projects and partnerships that support jobs, offer training, promote social inclusion, and increase access to health and culture.
This philosophy is based on a corporate culture firmly rooted in sustainability, in which employees have the tools to become engaged sustainability and diversity change-makers.
| Achieved | In progress | Not achieved | Not started |
|---|---|---|---|
Viparis is a real estate venues and services company owned jointly with the Chamber of Commerce and Industry of Paris Île-de-France. This activity is exclusively located in France and operates the Group’s Convention & Exhibition venues (see Section 1.4 Business overview). With more than 10 million visitors annually, 800 events and 12 sites (1), Viparis integrates sustainable development in its values and strategy.
This commitment is acknowledged in its ISO 20121 certification, the leading international standard for the events sector, which has been enforced at all its sites since 2014. In 2017, in line with Better Places, Viparis decided to step up its sustainability policy by launching its “Better Events 2030” strategic plan. It was the result of listening to Viparis’ internal and external stakeholders, materialising their input in a materiality matrix and carrying out its first carbon footprint for 2016.
While aligned with the main pillars of URW’s Better Places roadmap, Viparis integrates the specific features of the event sector, and the access to robust data to set 2016 as its baseline year.
This sustainability policy was revised in 2021, outlining Viparis’ major issues and commitments for the coming years and revolves around 3 pillars:
Development Goals (“SDGs”) and to do its part on its own scale. At the end of 2021, Viparis became signatory of the Net Zero Carbon Events pledge, an international and voluntary initiative from the event sector, gathering industry stakeholders to construct an industry-wide roadmap towards net zero by 2050, and emissions reductions by 2030 in line with the Paris Agreement. Therefore, in 2022 and 2023, Viparis defined a new target of reducing GHG emissions by -45% by 2030 (2) compared to 2019 as a new baseline year. The Viparis sustainability policy is set out in a dedicated document, available on Viparis’ website within the sustainable development section: www.viparis.com.
(1) Carrousel du Louvre and the CNIT are mixed-use assets with both Convention & Exhibition and retail (Shopping Centres) areas, which reporting figures have all been reported under the Shopping Centres (retail) category; and there are 2 marketing sites (La Serre and Paris Convention Centre) which are part of the Paris Porte de Versailles asset and included in its reported data (see Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement).
(2) All scopes included, except visitor travel, in line with science-based targets methodology. The target was defined by an international climate consultancy, using SBTi methodology (not submitted to the SBTi).
| 2030 TARGETS FOR GHG EMISSION REDUCTION | 2023 | 2024 PROGRESS |
|---|---|---|
| -45% of GHG emissions by 2030 compared to 2019 (Scopes 1, 2 and 3) (2) | -27% | -13% |
| -45% of GHG emissions by 2030 compared to 2019 (Scopes 1 and 2) | -22% | -6% |
| Targets | 2023 | 2024 PROGRESS |
|---|---|---|
| 40% reduction in energy intensity by 2030 compared to 2014 (4) | -28% | |
| Reduction of energy consumption by 2030 compared to 2014 | -37% | -35% |
| 100% of new buildings being environmentally certified (5) | 100% | 100% |
| Targets | Progress |
|---|---|
| Re-introduce biodiversity | 100% of venues with biodiversity value implementing Viparis' biodiversity charter |
| Reflexion in-progress for a new biodiversity ambition | |
| Raising public and employees awareness on biodiversity | |
| Participation in the World Clean Up Day | |
| Creation of a wall dedicated to the CSR strategy of the Palais des Congrès de Paris: raising public awareness about sustainable development |
(1) 2024 was an exceptional year for Viparis as its venues hosted part of the Paris 2024 Olympic Games. The flow of more than 1 million additional visitors (compared to Viparis usual activities) had a particular impact on all Viparis sustainability indicators. Espace Grande Arche and Hotel Salomon de Rothschild have been removed from this calculation due to operation by a lessee for a long period of time and construction work in progress.
With more than 25% of international visitors during the Olympic Games, the carbon footprint of Viparis has increased considerably in terms of travel (+135%) and also in terms of inputs (+70%) with the purchase of exceptional services for the Olympic Games. The overall carbon footprint of Viparis in 2024 is +61% compared to 2019.
The energy intensity ratio indicator is calculated based on energy consumption and square meters per day of occupation of a calendar year (from January to December).
HQE or BREEAM certification with a minimum for HQE: Very High Performance & BREEAM: Very Good.
| 2023 | 2024 | PROGRESS |
|---|---|---|
| Respect nature and its resources (continued) | ||
| Raising public and employees awareness on waste | ||
| Creation of a public CSR communication within the Palais des Congrès de Paris | ||
| "Visite DD" organised with employees | ||
| World Clean Up Day | ||
| Implementation of cigarette butts recycling | ||
| Installation of water fountains available to visitors | ||
| Implementation of biowaste collection following the regulations | ||
| Implementation of triflux bins on Paris Nord Villepinte | ||
| Study conducted on waste management | ||
| 70% waste recycling by 2030 | 71% overall valorisation (26.8% of material recovery) | (2) |
| 75% overall valorisation (30% of material recovery) | (2) | |
| Management of our informatic equipments with Atelier du Bocage (40% of reused and 60% of recycling) | ||
| Support green mobility | ||
| PROMOTING SOFT MOBILITY | ||
| Reduce logistics-related emissions | ||
| Off-site logistics | (3) | implemented on CNIT |
75% of visitors coming by sustainable transport75% of visitors coming by sustainable transport
| Viparis Performance Progress | Achieved | In progress | Not achieved | Not started |
|---|---|---|---|---|
| Year | Target | Progress |
|---|---|---|
| 2023 | Offer sustainable services | 4 new sustainable services (1) |
| 2024 | Offer sustainable services |
| 100% of tenders managed by the Purchasing team integrating sustainability clauses | 100% |
|---|---|
| CSR weighting increased to 20% in tenders managed by the Purchasing department | 20% |
Mission carried out to develop purchasing in protected sectors and structures for integration
Working with suppliers located in the Île-de-France region (or France)
80%
Developing partnerships with associations on various themes
7 partnerships2 reconducted partnerships and 2 new partnerships
1 2 4 5 6 7 8
| Target | 2023 | 2024 | Progress | |
|---|---|---|---|---|
| Enrich the employee experience | 100% of Viparis employees have at least one annual sustainable business transformation objective (1) | 99% | 100% | |
| 100% of new employees follow a CSR training in the year they take up their position (2) | 89% | 100% | ||
| Conducting an internal commitment survey (3) | 7.4/10 | 6.9/10 | ||
| Viparis certified Happy Trainees | 100% (5th consecutive year) | 100% (6th consecutive year) |
(management)
(top management)
(4)
(management)
(top management)
(4)
100% of new employees under 30 years old mentored through an internal mentoring system
Partnership with the associations “Ecole de la 2ème Chance” and “Nos Quartiers ont du Talent” to welcome trainees and introduce them to the various jobs at Viparis
| 4 trainees | 8 trainees |
|---|---|
Raise employees' awareness on disability through dedicated days
Awareness-raising activities related to disability during the annual convention and welcoming trainees with disabilities during a day
Internal conference on disability and sports with French Team Viparis: athletes with disabilities (Volleyball and Table tennis)
(1) Excluding employees hired after the annual performance review process.
(2) Employee having validated their trial period only (on permanent or fixed-term contracts, excluding internship or work-study contracts).
(3) Internal commitment surveys in connection with employees (Peakon). Evolution of the survey system in 2024 (monthly in 2023).
(4) Top management according to Viparis’ grading.
Achieved
In progress
Not achieved
Not started
In addition to the below Sustainability Statement, a range of sustainability-related documents, non-financial disclosures, and policies are available on URW's website, providing valuable insights into the Company’s sustainability efforts and non-financial performance. This initiative underscores URW’s dedication to maintaining open communication with its stakeholders and its unwavering commitment to sustainable practices1.
This chapter contains the elements required by the Directive 2022/2464/EU of December 14, 2022, known as the "CSRD" (Corporate Sustainability Reporting Directive) (OJ EU of 16-12), transposed into French law following the publication of Ordinance 2023-1142 of December 6, 2023 (OJ of 7-12), applying from January 1, 2024, as well as elements answering to Regulation (EU) 2020/852 of the European Parliament and of the Council of June 18, 2020, on the establishment of a framework to facilitate sustainable investment, and amending Regulation (EU) 2019/2088, known as the "European Taxonomy".
Forward-looking statements and other statements regarding environmental and sustainability policies, objectives and action plans have been prepared pursuant to the EU Corporate Sustainability Directive (CSRD) and have been prepared in the context of the date of publication of the present report. These elements could evolve based on context and are consequently for informational purposes only. The present report and the commitments included to improve certain datapoints or publish new datapoints are linked to the regulatory framework applicable at the date of publication of the present Universal Registration Document, and may change depending on the final adoption of the Omnibus proposal released by the European Commission on February 26, 2025.
In accordance with the CSRD, URW’s Sustainability Statement as of December 31, 2024, aligns with the IFRS consolidated scope reported in the financial statements (including Viparis), on which the double materiality analysis has been performed. However, this scope does not fully reflect URW’s activities (such as assets accounted for using the equity method) and does not encompass the commitments made in its Better Places roadmap announced in October 20232. Therefore, URW has decided to also report on a secondary scope, aligned with its Better Places roadmap, which is more closely aligned with the financial figures published by the Group in a proportional format in the financial statements. For transparency, minimum disclosure requirements (Policies, Actions, Targets) have been established for the Better Places scope, except where otherwise explained.
URW aligned its Sustainability Statement with the European Sustainability Reporting Standards (“ESRS”). These standards provide a comprehensive framework for disclosing non-financial information and addressing ESG issues.
In preparing this Sustainability Statement, URW collected and consolidated data from across its operations and its supply chain. This Sustainability Statement is subject to audit as required by regulation, with a limited level of assurance, as detailed in Section 3.2.5 Certification report on sustainability information and compliance with ESRS disclosure requirements of Unibail-Rodamco-Westfield, for the financial year ended December 31, 2024.
The Sustainability Statement has been prepared on a consolidated basis integrating the Viparis activity (real estate venues and services company owned jointly with the Chamber of Commerce and Industry of Paris Île-de-France; fully consolidated by URW). The information presented in the Sustainability Statement covers URW’s consolidated scope – unless explicitly stated otherwise (i.e. Better Places scope), covering the countries where the Group operates: Austria, the Czech Republic, Denmark, France, Germany, Italy, The Netherlands, Poland, Spain, Sweden, the UK and the US. The only listed subsidiary, Unibail-Rodamco-Westfield N.V ("URW NV"), is exempt from publishing a standalone sustainability statement as it is covered by the Unibail-Rodamco-Westfield SE ("URW SE") sustainability statement. While URW NV qualifies as a “large undertaking” with an average number of employees not exceeding 500 – the sustainability reporting requirements of article 19a / 29a of Directive 2013/34/EU as amended by the CSRD shall not apply for the financial year starting before December 31, 2024. For the financial year 2024, URW NV is not required to report under the CSRD, as this subsidiary had an average of fewer than 500 employees during the two preceding consecutive years (2022 and 2023).
(1) https://www.urw.com/en/csr/csr-documents
(2) https://assets.eu.ctfassets.net/1e76kztii87u/3trut8Eyz13pQ9x6TsTm3E/0c9c34ae3564f2ed9d661f033d0e1192/2023-10-10URW-announces-comprehensive-evolution-of-Better-Places.pdf
In line with the requirements, the Group has defined the two reporting scopes:
data in the sustainability statement aligned with the financial scope. The reporting scope includes fully consolidated companies under the IFRS framework, which encompasses Airports and joint operations (e.g., Westfield London). This alignment ensures consistency and accuracy in reporting, as it uses the same data already applied in the EU Taxonomy calculation. Assets with various consolidation methods, including full consolidation, are included because they are managed as a single unit (e.g. Rosny 2).
• Operational scope, an additional scope extended to entities under operational control, based on the fact that URW has operational control in cases of joint control or significant influence, and the asset is managed by URW.
This operational scope is applicable for the following environmental requirements:
Assets sold during the year are considered on a prorata basis according to the length of ownership.
(1) As mentioned in the introduction of the statement, URW has decided to report on a secondary scope, the scope of the Better Places roadmap. Also called Better Places scope, this covers the Group’s standing portfolio, which are owned (at least one share) and managed by the Group, and that have been in the Group portfolio for at least one fiscal year (except for BREEAM In-Use, for which one-and-a-half fiscal years applies) at the reporting date. This information covers all of the Group’s asset categories in its core business units: Shopping Centres (retail), Offices (office business unit in France) and Convention & Exhibition venues (Viparis subsidiary in France). It corresponds to the historical definition of the scope communicated in previous annual reports before the Ordinance 2023-1142 of December 6, 2023 (OJ of December 7), French transposition of the CSRD entered into force.
When an indicator covers a narrower scope, this is specified in its description. This Better Places scope represents 85% of the total Group portfolio of standing assets in area (sqm) in 2024. The 2023–2024 like-for-like scope represents 85% of the total 2024 standing portfolio area (sqm).
associated targets, which are considered to be material information.
Assets that are under significant works (net impacted GLA (2) > 1,000 sqm) during the reporting period are excluded from the sustainability reporting scope of energy-related indicators and of BREEAM In-Use certifications, as works may compromise data reliability and comparability. Assets under significant works are reintegrated in the sustainability reporting scope of energy-related indicators 1 year after the works have been delivered. The reporting scope for energy-related indicators represents 84% of the total Group portfolio of standing assets in area (sqm) in 2024.
(1) Specific indicator and scoping rules detailed here do not apply to the CSRD and Operational scopes.
(2) Gross Leasable Area.
In practice, in 2024, CH Ursynow is excluded from the reported data (under works), while the office parts of Nacka Forum, Täby Centrum, Stadshart Zoetermeer, Stadshart Amstelveen, and the hotel part of the CNIT (Hilton) have been included in the reported data.
(Communities scope) targets encompass owned and managed shopping centres and Centrale (dedicated team in UK for social value), as well as airports operations. Indicators regarding the Better Places Certification (BPC scope) targets cover EU-owned and managed shopping centres. The selection of assets is guided by internal priorities and operational considerations.
Social indicators (for ESRS S1) regarding human resources cover all Group employees with a direct employment contract with the Group, in all regions where the Group operates, and in all of the Group’s business units and subsidiaries, regardless of whether they are located in head-offices or on site: Shopping Centres (retail), Offices (office business unit), Convention & Exhibition (Viparis subsidiary in France) and Airports (US). The reporting requirements for data on non-employees are being gradually introduced, as they benefit a phased-in approach. This means that for the year 2024, data on non-employees is not required to be included in the reported scope.
The indicators related to development projects cover all projects in the Group pipeline, whatever their type (greenfield and brownfield projects, extension and renovation projects), which have reached a mature enough development stage to have implemented the Group sustainability roadmap (committed projects1) and that exceed the following thresholds in terms of minimal net impacted GLA and total investment cost (“TIC”):
In 2024, the reporting scope of development-related indicators covered 8 projects.
| SCOPES | 2024 | CSRD scope | Operational control scope | Better Places scope (Retail and offices) | Better Events scope (Convention and exhibitions) |
|---|---|---|---|---|---|
| Number of assets | 94 | 22 | 64 | 6 | |
| Surface1 | 5,028,382 sqm | 1,690,860 sqm | 5,405,871 sqm | 675,355 sqm |
1 GLA for retail assets, operated area for offices and for C&E.
| Asset | Asset type | Region | Country | CSRD scope | Operational Control scope | Better Places scope | Better Events scope | Area (m²) | Footfall (by country and for shopping centres only) | Date of disposal | Cut-off date for sustainability data |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Westfield Donau Zentrum (Vienna) | SC | CENTRAL EUROPE | AUSTRIA | X | X | 127,600 | 31,741,825 | n/a | n/a | ||
| Westfield Shopping City Süd (SCS) (Vienna) | SC | CENTRAL EUROPE | AUSTRIA | X | X | 205,400 | n/a | n/a | |||
| Donauzentrum Offices (Vienna) | Sub-asset (OF) | CENTRAL EUROPE | AUSTRIA | X | 10,000 | n/a | n/a | n/a | |||
| Shopping City Süd Offices (SCS) (Vienna) | Sub-asset |
| Country | Location | Type | Size (sqm) | Visitors (annual) | Revenue |
|---|---|---|---|---|---|
| AUSTRIA | Centrum Cerny Most (Prague) | SC | 9,000 | n/a | n/a |
| CZECHIA | Metropole Zlicin (Prague) | SC | 107,600 | 36,717,748 | n/a |
| CZECHIA | Westfield Chodov (Prague) | SC | 54,100 | n/a | n/a |
| CZECHIA | Gropius Passagen (Berlin) | SC | 101,600 | n/a | 76,097,336 |
| GERMANY | Höfe am Brühl (Leipzig) | SC | 50,600 | n/a | n/a |
| GERMANY | Minto (Mönchengladbach) | SC | 41,300 | n/a | n/a |
| GERMANY | Palais Vest (Recklinghausen) | SC | 45,900 | n/a | n/a |
| GERMANY | Pasing Arcaden (Munich) | SC | 46,300 | November | n/a |
| Paunsdorf Center (Leipzig) | SC | CENTRAL EUROPE | GERMANY | X | X | 113,700 | n/a | n/a |
|---|---|---|---|---|---|---|---|---|
| Ruhr Park (Bochum) | SC | CENTRAL EUROPE | GERMANY | X | X | 118,800 | n/a | n/a |
| Westfield Centro (Oberhausen) | SC | CENTRAL EUROPE | GERMANY | X | X | 259,700 | n/a | n/a |
| Westfield Hamburg-Überseequartier | SC | CENTRAL EUROPE | GERMANY | 94,484 | n/a | n/a | ||
| Höfe am Brühl Offices (Leipzig) | Sub-asset (OF) | CENTRAL EUROPE | GERMANY | X | 4,900 | n/a | n/a | |
| Pasing Arcaden Offices (Munich) | Sub-asset (OF) | CENTRAL EUROPE | GERMANY | X | 6,800 | n/a | November 27, 2024 | |
| CH Ursynow (Warsaw) | SC | CENTRAL EUROPE | POLAND | X | 46,700 | 60,056,358 | n/a | |
| Galeria Mokotow (Warsaw) | SC | CENTRAL EUROPE | POLAND | X | X | 68,300 | n/a | n/a |
| Westfield Arkadia (Warsaw) | SC | CENTRAL EUROPE | POLAND | X | X | 117,500 | n/a | n/a |
| Wilenska (Warsaw) | SC | CENTRAL EUROPE | POLAND | X |
| Wroclavia (Wroclaw) | SC | CENTRAL EUROPE | 41,300 | n/a | n/a | ||
|---|---|---|---|---|---|---|---|
| Zlote Tarasy (Warsaw) | SC | CENTRAL EUROPE | 65,300 | n/a | n/a | ||
| Wilenska Offices (Warsaw) | Sub-asset (OF) | CENTRAL EUROPE | 66,400 | n/a | n/a | ||
| Wroclavia Offices (Wroclaw) | Sub-asset (OF) | CENTRAL EUROPE | 13,600 | n/a | n/a | n/a | |
| Aupark (Bratislava) | SC | CENTRAL EUROPE | 59,200 | 9,079,361 | September 2, 2024 | August 31, 2024 | |
| Fisketorvet (Copenhagen) | SC | NORTHERN EUROPE | DENMARK | 56,100 | 7,281,442 | n/a | n/a |
| In den Vijfhoek (Oldenzaal) | SC NORTHERN EUROPE | NETHERLANDS | X | 7,800 | 30,572,873 | n/a | n/a |
|---|---|---|---|---|---|---|---|
| Stadshart Amstelveen (Amstelveen) | SC NORTHERN EUROPE | NETHERLANDS | X | X | 81,800 | n/a | n/a |
| Stadshart Zoetermeer (Zoetermeer) | SC NORTHERN EUROPE | NETHERLANDS | X | X | 84,100 | n/a | n/a |
| Westfield Mall of the Netherlands (the Hague region) | SC NORTHERN EUROPE | NETHERLANDS | X | X | 125,500 | n/a | n/a |
| Zoetelaarpassage (Almere) | SC NORTHERN EUROPE | NETHERLANDS | X | 6,500 | n/a | n/a |
| Sub-asset (OF) | NORTHERN EUROPE | NETHERLANDS | X | 6,100 | n/a | n/a | n/a |
|---|---|---|---|---|---|---|---|
| Sub-asset (OF) | NORTHERN EUROPE | NETHERLANDS | X | 5,700 | n/a | n/a | n/a |
|---|---|---|---|---|---|---|---|
| SC | NORTHERN EUROPE | SWEDEN | X | X | 56,200 | 30,602,819 | n/a | n/a |
|---|---|---|---|---|---|---|---|---|
| SC | NORTHERN EUROPE | SWEDEN | X | X | 106,000 | n/a | n/a |
|---|---|---|---|---|---|---|---|
| SC | NORTHERN EUROPE | SWEDEN | X | X | 85,100 | n/a | n/a |
|---|---|---|---|---|---|---|---|
| Sub-asset (OF) | NORTHERN EUROPE | SWEDEN | X | 14,300 | n/a | n/a | n/a |
|---|---|---|---|---|---|---|---|
| Sub-asset (OF) | NORTHERN EUROPE | SWEDEN | X | 10,700 | n/a | n/a | n/a |
|---|---|---|---|---|---|---|---|
| SC | SOUTHERN EUROPE | FRANCE | X | X | |||
|---|---|---|---|---|---|---|---|
| Location | Region | Country | Area (m²) | Opening Date | Notes |
|---|---|---|---|---|---|
| Aquaboulevard (Paris 15th) | SC SOUTHERN EUROPE | FRANCE | 40,600 | n/a | n/a |
| Bel-Est (Bagnolet) | SC SOUTHERN EUROPE | FRANCE | 48,900 | n/a | n/a |
| Carrousel du Louvre (Paris 1st) | SC SOUTHERN EUROPE | FRANCE | 13,400 | n/a | n/a |
| L’Usine Mode et Maison (Vélizy-Villacoublay) | SC SOUTHERN EUROPE | FRANCE | 21,100 | n/a | n/a |
| La Toison d’Or (Dijon) | SC SOUTHERN EUROPE | FRANCE | 79,100 | n/a | n/a |
| La Valentine (Marseille) | SC SOUTHERN EUROPE | FRANCE | 30,000 | September 30, 2024 | August 31, 2024 |
| Les Ateliers Gaîté (Paris 14th) | SC SOUTHERN EUROPE | FRANCE | 29,500 | n/a | n/a |
| Lyon Confluence (Lyon) | SC SOUTHERN EUROPE | FRANCE | 53,500 | n/a | n/a |
| Rennes Alma (Rennes) | SC SOUTHERN EUROPE | FRANCE | 55,800 | n/a | n/a |
| So Ouest (Levallois-Perret) | SC SOUTHERN EUROPE | FRANCE | n/a | n/a | n/a |
| Location | Size | Other |
|---|---|---|
| Ulis2 (Les Ulis) | 57,300 | n/a |
| Villabe (Villabe) | 53,700 | n/a |
| Westfield Carré Sénart (Lieusaint) | 35,400 | n/a |
| Westfield CNIT (La Défense) | 122,400 | n/a |
| Westfield Euralille (Lille) | 38,100 | n/a |
| Westfield Forum des Halles (Paris1st) | 68,000 | n/a |
| Westfield La Part-Dieu (Lyon) | 77,500 | n/a |
| Westfield Les 4 Temps (La Défense) | 161,800 | n/a |
| 140,000 | n/a |
| Asset Name | Region | Country | Type | Area (sqm) | Other Info | Completion Date |
|---|---|---|---|---|---|---|
| Westfield Parly2 (Le Chesnay-Rocquencourt) | SC SOUTHERN EUROPE | FRANCE | X X | 130,000 | n/a | n/a |
| Westfield Rosny2 (Rosny-sous-Bois) | SC SOUTHERN EUROPE | FRANCE | X X | 113,700 | n/a | n/a |
| Westfield Vélizy2 (Vélizy-Villacoublay) | SC SOUTHERN EUROPE | FRANCE | X X | 131,800 | n/a | n/a |
| 29, rue du Port (Nanterre) | OF SOUTHERN EUROPE | FRANCE | X | 8,200 | n/a | n/a |
| Gaîté-Montparnasse (Offices) (Paris 14) | OF SOUTHERN EUROPE | FRANCE | X | 12,500 | n/a | November 12, 2024 |
| Le Sextant | OF SOUTHERN EUROPE | FRANCE | X X | 13,400 | n/a | n/a |
| Location | Country | Value 1 | Value 2 | Value 3 | Value 4 |
|---|---|---|---|---|---|
| Les Villages de l’Arche | FRANCE | 19,800 | n/a | n/a | n/a |
| Lightwell | FRANCE | n/a | n/a | n/a | n/a |
| Pullman Paris-Montparnasse (Hotel) | FRANCE | 51,300 | n/a | n/a | n/a |
| Tour Rosny (Rosny-sous-bois) | FRANCE | 13,600 | n/a | n/a | n/a |
| Trinity | FRANCE | 50,000 | n/a | n/a | n/a |
| Espace Champerret (Paris 17th) | FRANCE | 8,500 | n/a | n/a | n/a |
| Espace Grande Arche (La Défense) | FRANCE | 5,000 | n/a | n/a | n/a |
| Hôtel Salomon de Rothschild (Paris 8th) | FRANCE | 1,300 | n/a | n/a | n/a |
| Le Palais des Congrès de Paris (1) (Paris 17th) | FRANCE | 48,700 | n/a | n/a | n/a |
| Palais des Congrès d’Issy-les-Moulineaux | FRANCE | 3,000 | n/a | n/a | n/a |
| Palais des Sports (Paris 15th) | FRANCE | n/a | n/a | n/a | n/a |
| Paris Nord Villepinte | FRANCE | n/a | n/a | n/a | n/a |
| 246,300 | n/a | n/a | n/a |
|---|---|---|---|
| Paris Porte de Versailles (Paris 15th) | CE | SOUTHERN EUROPE | FRANCE |
| 238,900 | n/a | n/a | n/a |
| Paris, Le Bourget | CE | SOUTHERN EUROPE | FRANCE |
| 79,700 | n/a | n/a | n/a |
| CNIT (Hotel) | Sub-asset (OF) | SOUTHERN EUROPE | FRANCE |
| 10,800 | n/a | n/a | n/a |
| CNIT (Offices) | Sub-asset (OF) | SOUTHERN EUROPE | FRANCE |
| 38,500 | n/a | n/a | n/a |
| Carrousel du Louvre (Expos) (Paris 1st) | Sub-asset (CE) | SOUTHERN EUROPE | FRANCE |
| 6,600 | n/a | n/a | n/a |
| CNIT Forest (La Défense) | Sub-asset (CE) | SOUTHERN EUROPE | FRANCE |
| 19,700 | n/a | n/a | n/a |
| Maine Montparnasse (Paris 15th) | Other Holdings | SOUTHERN EUROPE | FRANCE |
| 35,500 | n/a | n/a | n/a |
| Bonaire (Valencia) | SC | SOUTHERN EUROPE | SPAIN |
| 135,000 |
| 94,550,919 | n/a | n/a | |||||
|---|---|---|---|---|---|---|---|
| Equinoccio (Madrid) | SC SOUTHERN EUROPE | SPAIN | X | 36,800 | January 30, 2024 | n/a | |
| Garbera (San Sebastian) | SC SOUTHERN EUROPE | SPAIN | X | X | 59,400 | n/a | n/a |
| La Vaguada (Madrid) | SC SOUTHERN EUROPE | SPAIN | X | X | 87,000 | n/a | n/a |
| Splau (Barcelona) | SC SOUTHERN EUROPE | SPAIN | X | X | 56,000 | n/a | n/a |
| Westfield Glòries (Barcelona) | SC SOUTHERN EUROPE | SPAIN | X | X | 70,100 | n/a | n/a |
| Asset Name | Type | Region | Country | Flag 1 | Flag 2 | Area (sqm) | Value (€) | Other |
|---|---|---|---|---|---|---|---|---|
| Westfield La Maquinista (Barcelona) | SC | SOUTHERN EUROPE | SPAIN | X | X | 94,500 | n/a | n/a |
| Westfield Parquesur (Madrid) | SC | SOUTHERN EUROPE | SPAIN | X | X | 159,000 | n/a | n/a |
| La Vaguada Offices (Madrid) Sub-asset (OF) | SOUTHERN EUROPE | SPAIN | X | 10,300 | n/a | n/a | ||
| Centrale (Croydon) | SC | UK | UK | X | 74,100 | 80,964,827 | n/a | |
| Westfield London (London, Shepherds Bush) | SC | UK | UK | X | X | 236,400 | n/a | n/a |
| Westfield Stratford City (London, Stratford) | SC | UK | UK | X | X | X | 188,300 | n/a |
| Whitgift (Croydon) | SC | UK | UK | X | 137,700 | n/a | n/a | |
| Westfield London Offices (London) Sub-asset (OF) | UK | UK | X | 13,600 | n/a | n/a | ||
| Westfield Annapolis (Annapolis, Maryland) | SC | US | US | X | 130,900 | 226,017,207 |
| Westfield Century City (Los Angeles, California) | SC | US | US | X | X | 123,200 | n/a | n/a |
|---|---|---|---|---|---|---|---|---|
| Westfield Culver City (Culver City, California) | SC | US | US | X | X | 100,000 | n/a | n/a |
| Westfield Fashion Square (Sherman Oaks, California) | SC | US | US | X | X | 80,600 | n/a | n/a |
| Westfield Galleria at Roseville (Roseville, California) | SC | US | US | X | X | 127,500 | n/a | n/a |
| Westfield Garden State Plaza (Paramus, New Jersey) | SC | US | US | X | X | 178,700 | n/a | n/a |
| Westfield Montgomery (Bethesda, Maryland) | SC | US | US | X | X | 104,900 | n/a | n/a |
| Westfield Oakridge (San Jose, California) | SC | US | US | X | X | 108,300 | n/a | n/a |
| Westfield Old Orchard (Skokie, Illinois) | SC | US | US | X | X | 129,500 | n/a | n/a |
| Westfield Plaza Bonita (National City, California) | SC | US | US | X | X | 96,200 | n/a | n/a |
| Westfield Southcenter (Seattle, Washington) | SC | US | US | X | X | 153,500 | n/a | n/a |
| Westfield Topanga (Canoga Park, California) | SC | US | US | X | X | 148,800 | n/a | n/a |
| Westfield UTC (San Diego, California) | SC | US | US | X | X | 115,000 | n/a | n/a |
| Westfield Valley Fair (Santa Clara, California) | SC | US | US | X | X |
| Westfield Wheaton (Wheaton, Maryland) | 180,100 | n/a | n/a |
|---|---|---|---|
| Westfield World Trade Center (New York, New York) | 139,500 | n/a | n/a |
| Corbin Office (New York, New York) | 36,600 | n/a | n/a |
| San Francisco Centre (San Francisco, California) | 2,900 | n/a | n/a |
| Old Orchard Offices (Skokie, Illinois) | 9,800 | n/a | n/a |
| Wheaton Offices (Wheaton, Maryland) | 7,600 | n/a | n/a |
| Chicago O’Hare International Airport | 18,700 | n/a | |
| John F. Kennedy International Airport | n/a | n/a | n/a |
| Los Angeles International Airport | n/a | n/a | n/a |
(1) Airport assets are considered included in the Better Places scope only for their contribution to the Communities indicator. Strictly no environmental indicators are collected for these assets.
(2) La Vaguada is only included in the Better Places because of its contribution to the Sustainable Retail Index.
URW is considering its value chain through a comprehensive approach. For paragraphs related to value chain, URW has not utilised the option to omit specific pieces of information related to intellectual property, know-how, or results of innovation. Additionally, URW has not used the option allowed by France to omit disclosure of impending developments or matters in the course of negotiation. URW’s value chain means the comprehensive range of activities, resources and relationships that are integral to the Group’s business model and the external environment in which it operates. Value chain-related information is also addressed in topical standards across the document, when applicable and material. URW’s value chain encompasses:
materials and services that support the primary suppliers, including specialised subcontractors on construction sites and consultants to an extended network of suppliers further upstream, components and ancillary services that ultimately support the entire supply chain of URW.
In 2024, the Group updated its double materiality analysis initially performed in 2023 (based on the ESRS draft), including the potential impact of URW’s sustainability issues on its value chain, to develop appropriate strategies to address them (see Section 3.2.3.2.3 Policies related to value chain workers), as URW is considering all its key stakeholders in the scope of the Sustainability Statement. This inclusive approach strives to guarantee that the interests and concerns of all parties involved in the Company’s operations, from employees and customers to investors, suppliers and the communities the Group operates in, are considered and addressed. Business relationships, stakeholders and the associated communication channels are detailed in Section 3.2.1.3.2 Interests and views of stakeholders.
assets
URW
Construction sites
Joint-venture partners
Suppliers
Tier-1 Suppliers
Tier-2 to N
Co-owners
Tenants
Consumers
End-users
Neighbouring communities
Local communities
Partners
Visitors
This section presents the specificities identified in the first year of application, the changes in the reporting scope and the evolutions of calculation perimeters when applicable. For more information on which assets belong to which reporting scopes, please see Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement.
This 2024 sustainability statement applies the requirements of the CSRD. In the context of the first year of application of the CSRD, for which certain definitions, standards and scopes of application have yet to be established or clarified, or consensus does not exist among the sector's main partners, this statement has been prepared taking into account the information and knowledge available at the time of publication.
Given the existence of industry standards (EPRA), the absence of sector-specific ESRS for real estate, and the fact that investors are closely looking at some sector-specific factors specific to this sector, URW has integrated additional information directly into each standard (e.g., BREEAM In-Use certifications, EPRA sustainability best practice recommendations on reporting). Publishing this information also allows URW to address topics related to material IROs. For example, the BREEAM In-Use certification is not linked to a specific IRO but is relevant for environmental IROs, while alignment with EPRA guidelines enhances URW’s transparency meeting investor expectations.
In particular, this first sustainability statement presents contextual specificities related to the first year of application:
data as specified alongside values communicated in the thematic sections of the sustainability statement;
Some information required by ESRS standards are not available as of December 31, 2024, due to (i) insufficient maturity of some specific reporting tools to isolate and process the required granularity of information, particularly the calculation of the percentage of at-risk employees trained on anti-corruption (3.2.4.2.3 Training) or (ii) methodology gap in the coverage of all invoices in the calculation of payment terms (Section 3.2.4.6 Payment Practices).
Changes in the Better Places reporting scope may also occur as a result of the start or end of a management mandate; acquisitions or disposals of assets; development of new assets; or major renovations and extensions. To compare data from one year to another, a “like-for-like” scope is used when calculating data evolutions. The like-for-like scope corresponds to a restricted scope of assets that are both present in the Better Places scope (as defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement) of the year 2024, and of that of the year 2023. It is used to assess an indicator’s evolution over time, based on a comparable portfolio. The like-for-like scope is not used for CSRD and operational scopesis.
Environmental, social, and societal data are reported as of December 31 of the reporting year, covering one calendar year. However, due to the scheduling requirements for the release of the Universal registration Document ("URD"), some environmental data, such as energy consumption, energy-related Scopes 1 and 2 GHG emissions, and water consumption, are estimated for the last quarter if the information is not available. The estimation is performed on actual data from the last quarter of the previous year. This ensures timely reporting while maintaining accuracy.
The Better Places sustainability roadmap uses 2015 as its reference year for measuring progress against energy and carbon-related objectives. This baseline year was chosen as the last available year with full data when Better Places 2030 was released in 2016 and has been maintained for consistency and transparency in performance measurement and reporting. For water and waste-related targets, the baseline is 2019.
For Viparis and the Convention & Exhibition activity, the Better Events 2030 sustainability roadmap sets 2014 as the reference year for energy-related objectives and 2019 for carbon-related objectives.
Indicators are expressed in absolute value or in the form of ratios to express efficiency and comparable trends. Intensity ratios are calculated using different types of denominators, depending on the type of information:
For all figures, in the disclosed tables or graphics, totals may not add up due to rounding.
URW continuously strives to improve the quality and comparability of its sustainability data, as well as its alignment with external reporting standards and frameworks. For example, URW identified uncertainty sources as regards the Group carbon footprint:
Scopes 1 and 2 emissions
developed by the Group, the sources of the data used for calculation (invoices for energy consumption and published supplier data and country data for emissions factors) as well as the history of Group data published support the consistency of the presented results. However:
Regarding Scope 3 emissions, processed information can only be partially managed. A qualitative analysis of margins of error is therefore presented hereunder for the 3 main areas of construction, operation and mobility.
Margins of error may be related to:
In order to reduce uncertainty, quantities of materials used are challenged by construction managers during project reviews (to optimise construction costs and carbon impact).
Margins of error for energy sources non-managed by the Group (energy directly purchased and managed by the tenants) may be linked to energy consumption or to the carbon emission factors:
Margins of error may be related to the number of visitors to each site, to the assessment of modal shares, to the assessment of the distances covered by each mode of transport (catchment areas), to the occupancy rate for cars and, lastly, to the emission factors used for each mode of transport. To strengthen the reliability of the data inputs, the Group updated its reporting methodology and tools in 2019. Furthermore, to limit the sources of errors on data evolution, 3 of the 4 parameters listed above have been fixed, to focus only on the annual data collection and verification of modal shares reported through customer marketing surveys. Other parameters are being updated on a lower frequency basis.
The estimation method used is a conservative method. This approach is applied when data is not available, using known or inferred consumption data from a recent and comparable period to fill in the gaps for the missing periods. The complete details of this method are available in the Group’s methodological note.
| ESRS Disclosure requirements | Datapoints | URD section |
|---|---|---|
| BP-2 | 9 | 6.1.2 Group Enterprise Risk Management Framework |
| GOV-1 | 19 ; 20 ; 21 | 2.2.1 The Management Board |
| 2.2.2.1.2 Composition of the Supervisory Board | 22 | 3.1 Better Places roadmap |
| GOV-2 | 24 ; 25 ; 26 | 2.2.2.4. Specialised Supervisory Board |
| GOV-3 | 27 ; 28 ; 29 | 2.3.1 Remuneration Policy |
| GOV-4 | 30 | 6.1.2 Group Enterprise Risk Management Framework |
| GOV-5 | 34 ; 35 ; 36 | 6.1.2 Group Enterprise Risk Management Framework |
| 6.1.3 Internal control system | SBM-1 | |
| 40 | 1.5 Portfolio | 4.2 Other information |
| 38 ; 39 ; 42 | 1.3 Strategy and business model | 3.1 Better Places roadmap |
| SBM-2 | 45 | 3.1 Better Places roadmap |
| SBM-3 | 46 ; 47 ; 48 | 1.3 Strategy and business model |
| 6.2.2.3 Category #3: Environmental and social responsibility risks | 5.4. Notes to the statutory financial statements (2.5) | IRO-1 |
| 51 | 6.2.2.3 Category #3: Environmental and social responsibility risks | E1 |
| E1-1 | 16 | 6.1.2 Group Enterprise Risk Management framework |
| E1-5 | 43 | 5.1 Consolidated financial statements |
| E1-6 | 55 | 5.1 Consolidated financial statements |
| E3 | E3-4 | 29 |
| 5.1 Consolidated financial statements | Disclosures pursuant to Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation) | Minimum safeguards |
| 6.2.1 Ratings of the main specific risk factors | 2.4.1 Ethics and compliance: a daily and essential requirement | 2.4 Ethics and compliance within the URW Group |
| 6.2.2.5 Category #5: legal and regulatory risks | 5.2 Notes to the consolidated financial statements | G1 |
| G1-1 | 7 | 2.4.4 Compliance programme |
| 2.4.5 Anti-Corruption programme | G1-3 | 18 |
| 2.4 Ethics and compliance within the URW Group | 6.2.2.5 Category #5: legal and regulatory risks |
146
| Disclosure requirement and related datapoint | SFDR reference | Pillar 3 reference | Benchmark Regulation reference | EU Climate Law reference | Section of the URD |
|---|---|---|---|---|---|
| ESRS 2 GOV-1 Board’s gender diversity | paragraph 21 (d) | Indicator number 13 of Table #1 of Annex 1 | Commission Delegated Regulation (EU) 2020/1816 | Annex II | 2.2.2.1 |
| ESRS 2 GOV-1 Percentage of board members who are independent | paragraph 21 (e) | Delegated Regulation (EU) 2020/1816 | Annex II | 2.2.2.1 | |
| ESRS 2 GOV-4 Statement on due diligence | paragraph 30 | Indicator number 10 of Table #3 of Annex 1 | 3.2.1.2.4 | ||
| ESRS 2 SBM-1 Involvement in activities related to fossil fuel activities | paragraph 40 (d) i | Indicator number 4 of Table #1 of Annex 1 | Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 | Table 1: Qualitative information on Environmental risk and Table 2: Qualitative on Social risk information | Delegated Regulation (EU) 2020/1816 |
| ESRS 2 SBM-1 Involvement in activities related to chemical | Non applicable |
Indicator number 9 of Table #2 of Annex 1
Delegated Regulation (EU) 2020/1816, Annex II
Non applicable
ESRS 2 SBM-1 Involvement in activities related to controversial weapons
Indicator number 14 of Table #1 of Annex 1
Delegated Regulation (EU) 2020/181829, Article 12(1) and Delegated Regulation (EU) 2020/1816, Annex II
Non applicable
ESRS 2 SBM-1 Involvement in activities related to cultivation and production of tobacco
Delegated Regulation (EU) 2020/1818, Article 12(1) and Delegated Regulation (EU) 2020/1816, Annex II
Non applicable
Regulation (EU) 2021/1119, Article 2(1)
ESRS E1-1 Undertakings excluded from Paris-aligned benchmarks paragraph 16 (g)
Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453
Banking book – Climate change transition risk: Credit quality of exposures by sector, emissions and residual maturity
Delegated Regulation (EU) 2020/1818, Article 12.1 (d) to (g), and Article 12.2
Non applicable
Indicator number 4 of Table #2 of Annex 1
| SFDR reference | Pillar 3 reference | Benchmark Regulation reference | EU Climate Law reference | Section of the URD |
|---|---|---|---|---|
| ESRS E1-5 Energy consumption from fossil sources disaggregated by sources (only high climate impact sectors) | paragraph 38 | Indicator number 5 of Table #1 of Annex 1 and Indicator number 5 of Table #2 of Annex 1 | 3.2.2.2.8 | |
| ESRS E1-5 Energy consumption and mix | paragraph 37 | Indicator number 5 of Table #1 of Annex 1 | 3.2.2.2.8 | |
| ESRS E1-5 Energy intensity associated with activities in high climate impact sectors | paragraphs 40 to 43 | Indicator number 6 of Table #1 of Annex 1 | 3.2.2.2.8 | |
| ESRS E1-6 Gross Scopes 1, 2 and 3 and total GHG emissions | paragraph 44 | Indicator number 1 of Table #1 of Annex 1 and Indicator number 2 of Table #1 of Annex 1 | Article 449a; Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 1: Banking book – Climate change transition risk: Credit quality of exposures by sector, emissions and residual maturity | Delegated Regulation (EU) 2020/1818, Article 5(1), 6 and 8(1) |
paragraphs 53 to 55
Indicator number 3 of Table #1 of Annex 1
Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 3: Banking book – Climate change transition risk: alignment metrics
Delegated Regulation (EU) 2020/1818, Article 8(1)
paragraph 56
Regulation (EU) 2021/1119, Article 2(1)
paragraph 66
Delegated Regulation (EU) 2020/1818, Annex II and Delegated Regulation (EU) 2020/1816, Annex II
paragraph 66 (a)
paragraph 66 (c)
Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 paragraphs 46 and 47; Template 5: Banking book – Climate change physical risk: Exposures subject to physical risk
paragraph 67 (c)
Loans collateralised by immovable property – Energy efficiency of the collateral
Non applicable
148
| SFDR reference | Pillar 3 reference | Benchmark Regulation reference | EU Climate Law reference | Section of the URD |
|---|---|---|---|---|
| ESRS E1-9 | Degree of exposure of the portfolio to climate-related opportunities | paragraph 69 | Delegated Regulation (EU) 2020/1818, Annex II | Non applicable |
| ESRS E2-4 | Amount of each pollutant listed in Annex II of the E-PRTR Regulation (European Pollutant Release and Transfer Register) emitted to air, water and soil | paragraph 28 | Indicator number 8 of Table #1 of Annex 1, Indicator number 2 of Table #2 of Annex 1, Indicator number 1 of Table #2 of Annex 1, and Indicator number 3 of Table #2 of Annex 1 | Non applicable |
| ESRS E3-1 | Water and marine resources | paragraph 9 | Indicator number 7 of Table #2 of Annex 1 | 3.2.2.3.2 |
| ESRS E3-1 | Dedicated policy | paragraph 13 | Indicator number 8 of Table 2 of Annex 1 | 3.2.2.3.2 |
| ESRS E3-1 | Sustainable oceans |
ESRS E3-4 Total water recycled and reused
Indicator number 12 of Table #2 of Annex 1
ESRS E3-4 Total water consumption in m3 per net revenue on own operations
Indicator number 6.2 of Table #2 of Annex 1
ESRS 2 – IRO 1 – E4
Indicator number 7 of Table #1 of Annex 1
paragraph 16 (a) i
Indicator number 10 of Table #2 of Annex 1
paragraph 16 (b)
Indicator number 14 of Table #2 of Annex 1
paragraph 16 (c)
ESRS E4-2 Sustainable land / agriculture practices or policies
Indicator number 11 of Table #2 of Annex 1
paragraph 24 (b)
ESRS E4-2 Sustainable oceans / seas practices or policies
Indicator number 12 of Table #2 of Annex 1
paragraph 24 (c)
ESRS E4-2 Policies to address deforestation
Indicator number 15 Table #2 of Annex 1
paragraph 24 (d)
ESRS E5-5 Non-recycled waste
Indicator number 13 of Table #2 of Annex 1
paragraph 37 (d)
ESRS E5-5 Hazardous waste and radioactive waste
Indicator number 9 of Table #1 of Annex 1
paragraph 14 (f)
Indicator number 13 of Table #3 of Annex I
paragraph 14 (g)
Indicator number 12 of Table #3 of Annex I
paragraph 20
Indicator number 9 of Table #3 of Annex I and Indicator number 11 of Table #1 of Annex I
| SFDR reference | Pillar 3 reference | Benchmark Regulation reference | EU Climate Law reference | Section of the URD |
|---|---|---|---|---|
| ESRS S1-1 Due diligence policies on issues addressed by the fundamental International Labour Organization Conventions 1 to 8 | paragraph 21 | Delegated Regulation (EU) 2020/1816, Annex II | 3.2.3.1.3 | |
| ESRS S1-1 processes and measures for preventing trafficking in human beings | paragraph 22 | Indicator number 11 of Table #3 of Annex I | 3.2.3.1.3 | |
| ESRS S1-1 workplace accident prevention policy or management system | paragraph 23 | Indicator number 1 of Table #3 of Annex I | 3.2.3.1.5 | |
| ESRS S1-3 grievance/complaints handling mechanisms | paragraph 32 (c) | Indicator number 5 of Table #3 of Annex I | 3.2.3.1.5 | |
| ESRS S1-14 Number of fatalities and number and rate of work-related accidents | paragraph 88 (b) and (c) | Indicator number 2 of Table #3 of Annex I | Delegated Regulation (EU) 2020/1816, Annex II | 3.2.3.1.14 |
| ESRS S1-14 Number of days lost to injuries, accidents, fatalities or illness | paragraph 88 (e) |
| Indicator number 3 of Table #3 of Annex I | 3.2.3.1.14 | ESRS S1-16 Unadjusted gender pay gap | paragraph 97 (a) | |
|---|---|---|---|---|
| Indicator number 12 of Table #1 of Annex I | Delegated Regulation (EU) 2020/1816, Annex II | 3.2.3.1.15 | ESRS S1-16 Excessive CEO pay ratio | paragraph 97 (b) |
| Indicator number 8 of Table #3 of Annex I | 3.2.3.1.15 | ESRS S1-17 Incidents of discrimination | paragraph 103 (a) | |
| Indicator number 7 of Table #3 of Annex I | 3.2.3.1.16 | ESRS S1-17 Non-respect of UNGPs on Business and Human Rights and OECD | paragraph 104 (a) | |
| Indicator number 10 of Table #1 of Annex I | Indicator number 14 of Table #3 of Annex I | Delegated Regulation (EU) 2020/1816, Annex II | Delegated Regulation (EU) 2020/1818 Art 12 (1) | |
| 3.2.3.1.16 | ESRS 2 – SBM3 – S2 Significant risk of child labour or forced labour in the value chain | paragraph 11 (b) | ||
| Indicator number 12 of Table #3 of Annex I | Indicator number 13 of Table #3 of Annex I | 3.2.3.1.2 | ESRS S2-1 Human rights policy commitments | paragraph 17 |
| Indicator number 9 of Table #3 of Annex 1 | Indicator number 11 of Table #1 of Annex 1 | 3.2.3.2.3 | ESRS S2-1 Policies related to value chain workers | paragraph 18 |
| Indicator number 11 of Table #3 of Annex 1 | Indicator number 4 of Table #3 of Annex 1 | 3.2.3.2.3 |
150
| Disclosure requirement and related datapoint | SFDR reference | Pillar 3 reference | Benchmark Regulation reference | EU Climate Law reference | Section of the URD |
|---|---|---|---|---|---|
| ESRS S2-1 Non-respect of UNGPs on Business and Human Rights principles and OECD guidelines | paragraph 19 | Indicator number 10 of Table #1 of Annex 1 | Delegated Regulation (EU) 2020/1816, Annex II and Delegated Regulation (EU) 2020/1818, Art 12 (1) | 3.2.3.2.3 | |
| ESRS S2-1 Due diligence policies on issues addressed by the fundamental International Labour Organization Conventions 1 to 8 | paragraph 19 | Delegated Regulation (EU) 2020/1816, Annex II | 3.2.3.2.3 | ||
| ESRS S2-4 Human rights issues and incidents connected to its upstream and downstream value chain | paragraph 36 | Indicator number 14 of Table #3 of Annex 1 | 3.2.3.2.6 | ||
| ESRS S3-1 Human rights policy commitments | paragraph 16 | Indicator number 9 of Table #3 of Annex 1 and Indicator number 11 of Table #1 of Annex 1 | 3.2.3.3.3 | ||
| ESRS S3-1 Non-respect of UNGPs on Business and Human Rights, International Labour Organization principles and/or OECD guidelines | paragraph 17 | Indicator number 10 of Table #1 |
ESRS S3-4 Human rights issues and incidents paragraph 36
Indicator number 14 of Table #3 of Annex 1
ESRS S4-1 Policies related to consumers and end-users paragraph 16
Indicator number 9 of Table #3 of Annex 1 and Indicator number 11 of Table #1 of Annex 1
ESRS S4-1 Non-respect of UNGPs on Business and Human Rights and OECD guidelines paragraph 17
Indicator number 10 of Table #1 of Annex 1
ESRS S4-4 Human rights issues and incidents paragraph 35
Indicator number 14 of Table #3 of Annex 1
ESRS G1-1 United Nations Convention against Corruption paragraph 10 (b)
Indicator number 15 of Table #3 of Annex 1
ESRS G1-1 Protection of whistle-blowers paragraph 10 (d)
Indicator number 6 of Table #3 of Annex 1
ESRS G1-4 Fines for violation of anti-corruption and anti-bribery laws paragraph 24 (a)
Indicator number 17 of Table #3 of Annex 1
Indicator number 16 of Table #3 of Annex 1
2.4.5, 3.2.4.5
151
The governance structure of URW SE is detailed in Section 2.2 Management and Supervisory bodies.
As of December 31, 2024, the Management Board (“MB”) is composed of 5 members and chaired by Mr Jean-Marie Tritant; for full details please refer to Section 2.2.1.1 Composition of the Management Board. The percentage of women within the MB is of 20% (1 out of 5).
In addition to overseeing the Human Resources, Sustainability and Information Technology departments, Sylvain Montcouquiol, the Chief Resources and Sustainability Officer ("CRSO"), supervises the implementation of the Better Places roadmap (Environmental Transition, Sustainable Experience and Thriving Communities) and CSRD compliance. For more information, please see Section 2.2.1 The Management Board.
The Supervisory Board (“SB”) composition is detailed in Section 2.2.2.1.2 Composition of the Supervisory Board. The competencies and skills of the SB members are available in Section 2.2.2.1.2 Composition of the Supervisory Board where a detailed experience matrix is provided. A focus is made on the 9 key competencies identified to best carry out the SB duties, in light of the nature and scope of the Group’s core business and strategy, with “ESG/sustainability” being part of those 9 essential skills.
100% of the SB members have been qualified as ESG/sustainability experts, with those specific skills (competencies in social, environment, climate and governance matters, and sustainability) being further developed in the biographies of the SB members (see Section 2.2.2.1.2 Composition of the Supervisory Board). It has been discussed and decided within the Governance, Nomination and Remuneration Committee (“GNRC”) and the SB to prioritise recruiting SB members with robust ESG/sustainability expertise to ensure that they can challenge efficiently the ESG/sustainability strategies proposed by the MB.
The sustainability governance and the Better Places roadmap are built around 3 priorities:
Sylvain Montcouquiol (CRSO & Sponsor) + Clément Jeannin (Group Director of Sustainability) + Pillar leads
| Body | Meeting Frequency |
|---|---|
| SUPERVISORY BOARD | Quarterly updates |
| MANAGEMENT BOARD | Quarterly updates |
| GOVERNANCE, NOMINATION AND REMUNERATION COMMITTEE | Ad hoc meetings |
| AUDIT COMMITTEE | At least 1/year |
| SUSTAINABILITY TEAM | Monthly meetings |
| SUSTAINABILITY CHAMPIONS | Monthly meetings |
| EUROPEAN EMPLOYEE COMMITTEE | Ad hoc meetings |
| CHIEF OPERATING OFFICERS’ MEETINGS | Ad hoc meetings |
| EXECUTIVE COMMITTEE | Quarterly meeting |
The sustainability governance is structured around the following bodies:
ESG is a core component of URW’s long-term competitive strategy and at the heart of the Group business model. ESG topics are monitored directly at the SB level in plenary sessions, given its importance and the willingness to associate all SB members in these discussions, the SB believing that a specific committee would not be relevant. Indeed, the strategic nature of that matter and the Company’s requirement to address them at the SB level are of paramount importance. ESG is also presented and discussed in more detail twice a year, with a focus on ongoing issues and the action plan, in the presence of the Group Director of Sustainability. ESG is also a topic regularly discussed at annual strategic meetings or ad hoc sessions, during the onboarding programme, and the SB ongoing trainings.
A comprehensive resume of skills and experiences of each SB member is disclosed in Section 2.2.2.1.2 Composition and Diversity of the Supervisory Board (as of December 31, 2024), which is discussed and updated each year. Specifically, for ESG/sustainability skill, detailed reports are provided through a matrix gathering the SB expertise in ESG as a whole. This enables to monitor the SB expertise, and be proactive in recruiting future SB members with adequate profiles. Additionally, on that basis, the SB can request external reports and specific trainings, to remain able to challenge the MB on the sustainability roadmap and future opportunities. For more information on the skills and experiences of SB members, please see Section 2.2.2.1.2 Composition and Diversity of the Supervisory Board.
oversees social and governance matters. This includes data on URW’s Diversity Policy, as well as social and governance practices, compliance, ethics and human resources. It regularly reviews and assesses the effectiveness of the actions in place, making necessary adjustments to enhance the Group’s performance. The GNRC discuss the sustainability metrics used in short-term incentive (“STI”) and long-term incentive (“LTI”) targets included in the remuneration policy. This approach ensures that social and governance matters are integrated into URW’s core business strategy, promoting long-term value creation for all stakeholders.
and the Executive Committee ("EC") act as the Group Sustainability Steering Committee by defining the strategy and key Group policies, and by monitoring the implementation of the sustainability programme presented and reviewed by the SB. They are responsible for advancing URW’s Better Places sustainability roadmap, and oversee policies, actions and targets related to material IROs, as they are actively involved in the decision-making process regarding sustainability initiatives, ensuring that the Group’s business operations align with its commitment to sustainable development. They report on progress and results to the SB. The MB and EC are chaired by the Chief Executive Officer (“CEO”). The CRSO is responsible for overseeing progress related to material IROs for URW. For more information on the scope of each MB and EC member, please see Section 2.2.1.2 Management Board Functioning.
are members of the EC. There may be instances where ad hoc meetings are convened. These meetings serve to brief them on specific topics that necessitate local input, roll-out and approval. This approach ensures that all of URW’s geographical regions are incorporated into the sustainability decision-making process.
regroup Sylvain Montcouquiol, CRSO and member of the MB, Clément Jeannin, Group Director of Sustainability, and the pillar leads of the Better Places roadmap. The meetings are dedicated to follow-up on the action plan of the Better Places roadmap with topical presentation of material IROs, and ensure coordination across all functions and geographies.
A dedicated Sustainability team is responsible for overseeing and supporting the implementation of the Group’s sustainability roadmap across the organisation. This team develops tools and methodologies and supports and trains other corporate teams as well as the country/regional teams. It shares best practices and measures sustainability performance to regularly report on results and progress achieved (see Section 3.1 Better Places roadmap).
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URW has established a dedicated sustainability performance management to ensure that progress against the targets set in the Better Places roadmap, as well as key sustainability topics, are thoroughly monitored and discussed with various internal stakeholders. This systematic approach guarantees that all relevant aspects of sustainability are addressed and integrated into the Group’s overall strategy and performance monitoring mechanisms.
When applicable, local action plans and objectives are also discussed.
Concerning business conduct, URW is organised with the “One Group” concept: the MB who is accountable for the Group strategy and results, in front of the SB. The 4 regional COOs (Central Europe, Northern Europe and the UK, Southern Europe and the US) have both strategic and business responsibilities of their respective areas and functional responsibilities of their dedicated European Centre of Excellence (International Leasing, Shopping Centre Management and PMPS; Concept Studio; Construction; and Events) they provide with support and expertise.
The Group Compliance Officer ("GCO") is responsible for overseeing compliance within the organisation, and ensuring compliance with laws, regulatory requirements, policies and procedures. The GCO provides assurance to the Board regarding the effectiveness and efficiency of the policies during a quarterly meeting called the “Group Ethics and Compliance Committee”. Additionally, the GCO reports to the Group General Counsel and to the CEO for whistleblowing matters. He also informs the MB and SB if important issues or any material violations arise.
Sustainability is a core component of URW’s strategy and is at the heart of the Group business model. Sustainability topics are addressed at the SB level in plenary sessions, given its importance and the willingness to associate all SB members in these discussions. Sustainability updates are shared before each SB meeting, and ESG is discussed in depth throughout the year in the presence of the MB and the Group Director of Sustainability, including during the annual strategic seminar, the onboarding programmes of both the SB and MB, and as often as necessary during trainings. In 2024, the SB and the MB met at least every quarter to discuss topics linked to the Better Places roadmap and sustainability matters.
In 2024, the SB training session integrated 2 main sustainability topics: an update on climate change science and a focus on biodiversity credits, both delivered by external experts, and in presence of the CRSO and the Group Director of Sustainability.
Sustainability is addressed and challenged at committee levels, for topics within the responsibility of such committee and as detailed in the tables summarising those responsibilities (see Section 2.2.2.4. Specialised Supervisory Board committees for the GNRC and the AC), with systematic feedback shared at SB level by committee chairs following the committee meetings.
Sustainability is regularly addressed during AC meetings. In 2024, it reviewed its process to ensure the quality and relevance of the data made public. The AC (i) discussed and reviewed the non-financial information disclosure (2023 Sustainability performance results, and the scope & main findings of the Third-party verifier); (ii) discussed the appointment process of Sustainability Certifier, before concluding a relevant recommendation to SB in due time; (iii) reviewed the SB (including AC and GNRC) and MB Charters in light of the AC’s new responsibilities related to CSRD, i.e., the non-financial responsibilities and the appointment/involvement of the Statutory Auditors in charge of certifying the sustainability information; and (iv) challenged the CSRD audit approach and the next steps to be considered. The AC also deals directly with ESG when it comes to the monitoring of risks related to ESG (assessment, review, mitigation measures).
addressed the weight of sustainability KPIs, in line with URW’s sustainability strategy, and the evolution of the KPIs. The Group’s Diversity Policy and the SB & MB composition and succession plannings were discussed and challenged in depth by the GNRC. The GNRC also discussed thoroughly the relevance of an ESG Committee, considering that the governance structure in place is adequate and efficient to manage properly ESG topics at SB and committees’ level. It was outlined that (i) ESG is a core component of URW’s long-term competitive strategy and at the heart of the Group business model, (ii) URW's main shareholders have not raised any specific concern for URW not having a dedicated ESG committee, and (iii) GNRC members be invited at the AC meeting dedicated to the CSRD review (usually planned in March).
The GNRC remains proactive in assessing ESG component in its core business, adding systematically this topic to the annual assessment of the effectiveness of the SB and its committees and related questionnaire and interviews.
Remuneration based on performance has been the cornerstone of the Group’s Remuneration Policy for many years. This ensures that the interests of the members of the MB are aligned with the long-term value creation objectives of the Group and its shareholders. The short-term incentives ("STI") and the long-term incentives ("LTI") of MB members includes an ESG component since 2017, in line with the Group’s Better Places roadmap.
In 2024, the STI integrates ESG/Diversity & Inclusion objectives based on the reduction in greenhouse gas emissions (5%) and the proportion of women among employees hired or promoted to executive positions (5%).
It was therefore agreed by the GNRC to introduce a 10-metric sustainability scorecard, increasing the weight of ESG-related performance indicators from 20% in 2023 to 25% in 2024. On October 10, 2023, URW presented Better Places, an enhanced set of sustainability commitments, to stakeholders. It sets out an exhaustive list of sustainability goals, measuring its success towards the 3 pillars of URW’s plan – Environmental Transition, Sustainable Experience and Thriving Communities. In particular, the Group’s net zero commitments have been reviewed and approved by the SBTi. Out of 29 metrics announced in October, the Group selected 9 that could be used for the purpose of an LTI, plus one indicator for the percentage of women in senior management (pipeline); 10 metrics in total (see Section 2.3.1 Remuneration Policy).
The vast majority of employees (100% in 20241) also have sustainability-related goals in their individual objectives, which are considered in the People Performance Programme and individual incentives (Section 3.2.3.1.3 Policies related to own workforce and Section 2.3.1 Remuneration Policy).
1 Among employees having formalised objectives in the Group Human Resources performance assessment tool.
URW is not subject to French Law 2017-399 of March 27, 2017, on the duty of care of parent companies and ordering companies, and therefore does not publish a due diligence plan. The Company is preparing for compliance with the forthcoming European CS3D which aims to encourage sustainable and responsible business behaviour and to embed human rights and environmental considerations into corporate activities and governance.
d) Taking actions to address those adverse impacts
e) Tracking the effectiveness of these efforts and communicating
The sustainability approach is fully embedded into the key processes of URW, in line with the Group’s strategic priorities and operational concerns. Relevant management processes have been set up at each stage of the business cycle, along with appropriate KPIs. For example:
Description of the process to identify and assess material impacts, risks and opportunities). This work was undertaken jointly by the Group’s Sustainability team and Group Risk Management department.
The sustainability topics were defined on the basis of the sustainability priorities highlighted by the Group’s simple materiality analysis (2022 version), the climate risk assessment, the supply chain risk assessment and a benchmark of sustainability topics covered by real estate companies to identify megatrends and sector impacts. The results of the double materiality analysis were integrated to the Group risk management process as reflected in Section 6.2.2.3 Category #3: Environmental and social responsibility risks.
Climate change risks for the Group (physical and transitional) form a core part of the sustainability risks analysis and are integrated in the double materiality analysis. A more detailed overview of climate risk management and, in particular, of the resilience of assets to physical climate risks is provided in Section 3.2.2.2.2 Transition plan for climate change mitigation.
Viparis engaged in a dynamic risk management assessment in 2018, designing an initial risk map. Since then, dedicated management has been put in place. In 2022, Viparis carried out a deep review of the ERM framework by updating the risk mapping, the list of risk owners and the associated governance. Each identified risk has an associated action plan which is monitored yearly by the EC. Today, 6 categories have been identified, distinguishing between major, significant and low risks. Among them, 4 are directly linked to sustainability. The exercise conducted by Viparis is consistent with the results of the Group’s double materiality analysis.
In order to establish its Sustainability Statement, URW leveraged a dedicated sustainability reporting tool, operational reporting tools, HR information systems as well as financial reporting systems. These complementary tools are used to track results and inform the Group’s stakeholders about performance.
The Group continuously improves its reporting tools and processes in order to fine-tune the quality and accuracy of its consolidated data. This enables the Group to manage its data collection processes more efficiently, track and analyse performance at all levels (site, country, region, Group) on a regular basis, assess results against targets and implement suitable corrective measures.
The Group sustainability reporting framework is reviewed and updated every year to fine-tune its accuracy.
Additionally, as part of its sustainability roadmap, URW has set up a strong and structured governance (see Section 3.2.1.2.1.2 Roles and responsibilities of the administrative, management and supervisory bodies with regard to sustainability matters).
The reporting protocol defines the methodology for calculating the environmental, social and societal indicators of the Group. This reporting protocol provides consistent guidance and rules for all Group entities in terms of organisation and indicator definitions. It ensures the continuity of the reporting process and the reported information in case of changes in the reporting teams and the auditability by the independent third party. Annually, the Sustainability Performance Management team keeps the sustainability reporting scope up to date, reflecting the Group’s portfolio evolutions.
Sustainability reporting relies on two main tools: the HR Information System and the Sustainability Reporting Tool. The HR Information System is managed by Group HR teams and is used to collect HR-related information throughout the Group.
The Sustainability Reporting Tool is the main platform for collecting sustainability data at URW. It is linked to other internal Group tools that provide specific data. The annual reporting year campaign process (reporting period, tools, improvements vs. the previous year) describes steps for contributors and validators to report their non-financial data through the URW Sustainability Reporting Tool. User guides are provided to explain the process in detail, including how to use the Sustainability Reporting Tool and detailing users' responsibility for gathering and entering the required non-financial data. Every year, the Sustainability Reporting Tool’s settings are revised to reflect the changes in KPIs, contributors and validators. This step is essential as it ensures that the relevant contributors are given ownership and held accountable for the data they provide to the tool, based on their specific asset or department. Validators, meanwhile, play a key role in this process. They oversee the correctness of the data entered by the contributors and ensuring the completeness of the reported data. This systematic approach supports accuracy, accountability and completeness in URW’s data reporting process.
The Sustainability team conducts additional verifications to ensure the consistency of the reported data, with a particular emphasis on significant variations and missing data points. Internal controls are documented for auditability of the validation process, either in the Sustainability Reporting Tool directly, in the form of comments tracing the discussion with the contributor or with the upload of a supporting document, or in a specific document to be held and made available for internal or external audit requests. The findings of the controls are shared with relevant teams for them to perform corrections and identify any applicable improvement area.
The sustainability data consolidation is performed at several consolidation levels, managed by different teams: the regional and platform (Europe / US) consolidation levels are most often managed directly by the data validators. The Group-level consolidation is managed by corporate Sustainability and People teams who calculate Group-level indicators based on the platform results sent by the data validators. At each step, consistency checks and variation analysis are performed to ensure that errors are identified and corrected accordingly.
URW, an owner, developer and operator of real estate assets, operates in a complex value chain that spans across retail (Shopping Centres), mixed-use assets (Offices), and Convention & Exhibition centres (Viparis). The Group’s value chain is detailed in more depth in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement. Its significant markets and customer groups can be found in more details in Section 1.5 Portfolio and the Group’s total revenues can be found in Section 4.2 Other information.
URW’s position in its value chain allows the Group to control various aspects of its portfolio, from the acquisition and development of new assets to the operation, expansion and management of standing assets. Better Places, URW’s sustainability roadmap, was conceived in direct alignment with the Group’s overall strategy, and its performance is regularly reviewed to ensure it continues to support URW’s broader goals. The Better Places roadmap addresses the challenges ahead, such as decarbonisation, adaptation to climate change, and customer transportation. It is composed of 3 pillars – Environmental Transition, Sustainable Experience and Thriving Communities – and is embedded across the Group at an asset, portfolio and corporate level. For more detailed information on URW’s business model and value chain, particularly its key elements that affect sustainability matters, please refer to Section 1.3 Strategy and business model and Section 3.1 Better Places roadmap, the Group’s sustainability strategy.
To understand the Group’s exposure to its IROs, please refer to sub-section "Sustainability risks" in Section 6.2.2.3 Category #3: Environmental and social responsibility risks as well as the double materiality analysis in Section 3.2.1.4.1 Description of the process to identify and assess material impacts, risks and opportunities.
URW maintains close relationships with its stakeholders, which includes the value chain mentioned above as well as URW’s workforce (please refer to Section 3.2.3.1.8 Characteristics of the undertaking’s employees, for more detail on the Group’s headcount), financial partners, associations, local communities and public authorities. A more detailed overview of URW’s relationship with its stakeholders can be found in Section 3.2.1.3.2 Interests and views of stakeholders.
URW engages with stakeholders, including business partners, from the entire value chain to incorporate their interests and their views into the sustainability roadmap. The dialogue with the stakeholders takes various formats such as interviews, satisfaction surveys, meetings and roadshows. The stakeholders’ points of view are integrated in the double materiality assessment (and particularly the impact materiality) presented to the AC. The Group’s stakeholders' dialogue is described in the table below.
| Workforce | Visitors | Tenants | Suppliers | Financial partners | Local communities | Public authorities |
|---|---|---|---|---|---|---|
| • Employee, employee representatives | • Visitors and customers | • Tenants | • Suppliers, project managers, technical engineers, construction companies, cleaning, HVAC maintenance and repair, housekeeping, intellectual services or goods and manpower – most commonly used | • Investors, banks • Third-party category • Intermediaries • Joint venture partners • Investment and divestment companies | • Beneficiaries of donations and sponsorships • Local residents, workers, associations | • Elected officials and administration |
URW collaborates with tenants to implement energy-efficient practices and sustainable operations within their leased spaces. Through transparent reporting and regular updates, URW keeps investors and partners informed about its environmental performance and sustainability initiatives. This includes sharing progress on reducing carbon emissions, enhancing energy efficiency, and achieving green building certifications.
URW maintains open communication with regulatory bodies to ensure compliance with environmental regulations and standards. The Company participates in industry forums and working groups to stay abreast of regulatory changes and advocate for sustainable policies.
Partnering with environmental NGOs, URW supports initiatives aimed at protecting natural resources and promoting sustainability. These collaborations often involve joint projects, research, and awareness campaigns to drive positive environmental outcomes.
Employees are actively engaged through representative bodies on critical issues such as well-being, flexibility, diversity, equity and inclusion ("DEI"), training, gender equality, and H&S. The URW People teams, led by the Group People Officer, include three centres of expertise and five regional People teams that implement Group policies. Social dialogue is facilitated through the EEC, which meets at least twice a year to discuss the Group’s strategy, economic situation and working conditions. This committee also serves as a forum for exchanging best practices and addressing employment issues at the European level. Additionally, the Group organises monthly meetings with the Social and Economic Committee in France and trade union organisations in each region where an equivalent body operates.
URW ensures that its business model and strategy are clearly communicated and shared with the workforce. The EEC is provided annually with comprehensive information regarding the market, the Group’s financial results, development and investment projects, and strategic transactions. This transparency allows employees to understand the broader context of their work and the Company’s direction. For example, in 2024, the EEC was informed and consulted on the Group’s strategy, organisational changes, and the implementation of a new homeworking policy.
Value chain workers are integral to URW’s two core activities:
URW is deeply committed to integrating local communities into its operating model for standing assets. URW engages with a variety of local stakeholders via its Community Resilience Action Plans in its approach to generating a positive social impact. Community resilience is a complex, multifaceted concept that involves preparedness against hazards, protection against risks, and the promotion of stable living conditions. URW’s Community Resilience Actions Plans are an integral part of the social strategy designed at asset level to contribute to the long-term development of the community.
These plans are integrated into the management of URW’s standing assets, ensuring that the interests of local communities are considered and prioritised. Taking into account the expectations of stakeholders within the framework of the Community Resilience Action Plan allows URW to understand local social issues, identify various partners, associations, and local initiatives, prioritise actions, and thus establish appropriate partnerships. URW strives to measure its social impact, in order to better understand the aggregate impacts of its work and collaborate with local communities to achieve greater change. This process is crucial for URW to ensure that its operations are not only profitable but also beneficial to the communities in which it operates.
Moreover, URW’s commitment to sustainability, as demonstrated by its Better Places roadmap, further underscores its dedication to community integration. By setting ambitious targets through the Better Places roadmap (please refer to Section 3.1 Better Places roadmap, for more detailed information on URW’s sustainability targets), URW serves communities and areas in which the Group operates. In essence, community integration is at the heart of URW’s business model, influencing everything from the management of standing assets to the planning and execution of development projects. These relationships are critical to develop and operate assets meeting stakeholders’ expectations in all respects.
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URW partners with its visitors and stakeholders of the retail industry to accelerate the transition towards more sustainable experiences. The objectives are to:
With over 900 million visits and hundreds of brands in URW’s centres each year globally, the Group has the unique ability to support the sustainable evolution of retail while meeting the changing needs of consumers. URW collaborated with its stakeholders to align initiatives with their interests by:
ensuring that URW initiatives meet their needs and expectation;
For more details on the governance and on the business model, please see Section 3.2.1.2.1 The role of the administrative, management and supervisory bodies and Section 3.2.1.3.1 Strategy, business model and value chain.
URW engages with a diverse range of stakeholders to ensure responsible business conduct, as outlined in its Responsible Purchasing Charter and Code of Ethics. This includes employees and their representatives, whose commitment to upholding high ethical standards is paramount. Suppliers and contractors, such as project managers, technical engineers, and service providers, are integral to the supply chain, and their adherence to sustainable practices is crucial. Public authorities, including government bodies, elected officials, and regulatory agencies, play a key role in overseeing compliance with laws and regulations. Additionally, intermediaries, joint venture partners, and investment and divestment companies facilitate various business operations and transactions. Beneficiaries of donations and sponsorships reflect URW’s dedication to social responsibility. By engaging effectively with these stakeholders, URW ensures that responsible and sustainable practices are maintained across all aspects of its business.
and their interaction with strategy and business model (ESRS 2 SBM-3)
As mentioned in 3.2.1.4 Impact, risk and opportunity management, URW is committed to transparency and accountability in disclosing its material IROs. The double materiality analysis conducted complemented the previous risk assessments to identify and assess these factors, considering both internal operations and external environment.
URW’s strategy and business model (see Section 1.3 Strategy and business model) are designed to be responsive and adaptable to the topics identified as material for URW. The Group continuously monitors and evaluates performance in relation to these impacts and risks and seizes opportunities that align with its strategic objectives (see sub-section "Sustainability risks" in Section 6.2.2.3 Category #3: Environmental and social responsibility risks).
The Better Places roadmap is consistent with material IROs and is integrated in the Group strategy and aligned with its business model. It ensures that URW’s strategy and business model are resilient and sustainable, capable of delivering value to its stakeholders while mitigating potential risks. The comprehensiveness and proactive nature of URW’s approach enhances its competitiveness and contributes to long-term value creation.
URW lists its material IROs in section 3.2.1.4.1 Disclosure Requirements in ESRS covered by the undertaking’s sustainability statement (ESRS 2 IRO-2). The table below aims to clarify where, in its business model, its own activities and its upstream and downstream value chain, these IROs are concentrated.
| IRO / Sub-topic | Upstream value chain | Own operations | Downstream value chain |
|---|---|---|---|
The Group's risk management system covers the material risks identified in the double materiality analysis, and is associated with appropriate action plans designed to mitigate these risks. Apart from the risks associated with climate change, the impact of which is detailed in the note in section 5.4.2.5 of this report, the Group does not expect any material adjustments to its financial statements as a result of these material issues.
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The following table aims at providing a synthetic and limited insight into each of the material topics listed in the double materiality assessment.
Environmental topics stand out as the most material for URW, as 9 separate topics out of 11 have been singled out as material. They are all linked to URW’s direct activity, all along its value chain.
The topics identified as representing high impacts, risks or opportunities for URW are biodiversity in development projects, consumption of raw materials, adaptation to climate change, water consumption in water-stressed areas, waste volumes as well as GHG emissions and energy consumption of building operations.
E1-I-1: Environmental impact: The construction sector significantly contributes to global GHG emissions, mainly through the embodied carbon emissions of buildings, which include all the emissions linked with the production of construction materials. This impact is connected to the development activities of URW.
E1-I-2: Environmental impact: The management of energy consumption in common areas and Scopes 1 and 2 emissions are under URW’s direct control and are its primary responsibility to achieve national and global decarbonisation targets. Additionally, URW considers Scope 3 emissions by collaborating with tenants to manage and reduce their energy consumption.
E1-R-1: Rising costs of energy from renewable resources: The transition to greener energy sources, while environmentally beneficial, may lead to an increase in operational costs due to potential price volatility or premium pricing of renewable energy in a context where demand may grow faster than the offer.
E1-R-2: Capital expenditure risks for emission reduction: Decarbonisation targets and associated regulation may require additional CAPEX beyond those currently planned by URW, including CAPEX concerning tenant areas, potentially affecting asset values.
E1-R-3: Risk of rent impact due to tenant energy and carbon works: Initiatives to reduce energy consumption and carbon emissions could necessitate changes to rented spaces, potentially affecting rental income if tenants are unwilling or unable to bear the costs of these modifications.
E1-R-4: Asset devaluation risk: If properties are not upgraded to meet evolving sustainability standards, there is a risk of potential devaluation due to decreased market demand for non-green buildings.
For URW assets, it will reduce GHG emissions and energy consumption. This could also lead to energy-related cost savings and reinforced operational efficiency in the long run for URW.
URW could attract more customers (tenants looking for space supporting their own energy and carbon strategies) and investors (allocating capital to buildings demonstrating long-term energy and carbon energy performance while improving the liquidity of the portfolio).
In particular, the use of combustion-powered cars by visitors represents the most carbon-intensive mode of transport.
There is a risk of maladaptation, where efforts to adapt to climate change inadvertently increase vulnerability to climate impacts. For example, protecting properties from heat island effect could lead to increased heat stress elsewhere.
Adaptation measures may require significant resources, which could lead to resource depletion for communities in which URW evolves.
E3-I-1: Water scarcity: Inefficient water management practices can contribute to water scarcity, particularly in regions already experiencing water stress (“water-stressed areas” as defined by URW and based on the WWF Water Risk Filter).
E4-I-1: Biodiversity net gain: URW aims to achieve a biodiversity net gain for all development projects. This means that the biodiversity value of the development site post-construction is greater than it was pre-construction.
E4-I-2: Resource use: The use of natural resources in construction can contribute to habitat loss and biodiversity decline.
E4-I-3: Habitat disruption: Construction and development activities can disrupt local habitats, potentially harming local flora and fauna.
E4-R-1: Development restrictions related to biodiversity preservation: These may limit opportunities to develop projects in certain areas. It could have a CAPEX impact in the case where these restrictions apply to a development project before permit obtention.
E4-R-2: Emerging standards and consumer expectations: As standards for biodiversity protection emerge and consumers expect a certain level of biophilia, there could be additional costs to meet them. This could include costs for incorporating green spaces, using sustainable materials, or implementing other biodiversity-friendly practices.
E4-R-3: Costs of integrating biodiversity into development projects: Integrating biodiversity into development projects, or reducing developable space to preserve natural habitats, could increase project costs.
E4-O-1: Asset value appreciation: By integrating biodiversity considerations into development projects, URW can enhance the total asset value in a context of demand for such buildings by building users and investors.
E4-O-2: Unlocking new development opportunities: Biodiversity-friendly developments can unlock new opportunities in URW’s portfolio. For instance, developments that incorporate green spaces or wildlife habitats can attract a wider range of tenants and customers. This could also strengthen its brand and attract more customers, thereby reinforcing its reputation as a responsible and sustainable developer.
By sourcing sustainable raw materials for its construction projects, URW can contribute to sustainable development goals. This can have a positive impact on communities and society by promoting economic growth and environmental sustainability. URW’s efforts to reduce the consumption of raw materials can drive innovation in construction techniques and materials. This can lead to the development of more sustainable buildings, benefiting tenants and the wider community.
By using raw materials more efficiently for its development projects, URW can reduce its environmental impact. This can benefit the environment and contribute to a more sustainable society. Overconsumption of raw materials can lead to resource depletion. This can have long-term negative impacts on society and the environment.
The extraction and processing of raw materials for development projects can lead to environmental degradation, including habitat destruction and pollution. This can negatively impact local communities and the environment.
The scarcity of raw materials such as wood or sand for construction could pose a significant risk. This could lead to increased costs for these materials, delays in construction or development, and potential challenges in meeting sustainability targets. It could also necessitate a shift towards alternative materials or construction methods.
URW can use sustainable or recycled materials in its construction projects. This not only reduces the consumption of raw materials but also minimises the environmental impact.
By designing properties that use materials more efficiently, URW can reduce the overall consumption of raw materials. This could involve using innovative architectural designs or construction techniques.
URW can form partnerships with suppliers that prioritise sustainable extraction and production of raw materials aligned with nature and planet boundaries. Likewise, URW can enhance its appeal to cities, future tenants, and investors by focusing on circular renovation and development projects. This approach reduces raw material consumption and supports sustainability goals while attracting stakeholders committed to environmental responsibility.
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E5-O-4: Waste management: Implementing effective waste management strategies can reduce the need for new raw materials. For instance, construction waste can be recycled and reused in new projects.
E5-O-5: Regulatory compliance: By reducing raw material consumption in development projects, URW can better adhere to environmental regulations, enhancing the likelihood of obtaining legal authorisations and permits.
E5-I-4: Waste volumes generated during the operations of standing assets and related environmental impact: Improper waste management and large waste volumes can lead to environmental pollution and resource loss. By implementing effective waste management strategies including the prevention of waste and recycling, as well as selecting appropriate waste management partners, URW can minimise its environmental impact.
Out of the 10 social topics discussed covering the social-focused ESRS, 7 were recognised as material for URW. The analysis shows that H&S in operated assets and construction sites, DEI, training, social dialogue, along with responsible consumption, information and practices, and compliance with human rights for workers in the value chain are deemed material from both financial and impact perspectives.
Social impact: DEI and gender equality policies and initiatives can enhance employee satisfaction, engagement, well-being, productivity and retention. A diverse and inclusive workplace can lead to more innovative and effective decision-making, reflecting the efforts of URW to foster equal treatment for its workforce. Lagging efforts, on the opposite, could be detrimental to the above.
Loss of competitive advantage and reduced employee retention: Training and employee development, particularly in sustainability topics, is crucial for maintaining a competitive advantage. Companies that fail to invest in employee development may fall behind in terms of employee retention, innovation, and adaptability to market changes.
Difficulties in rolling out the Better Places roadmap and broader business objectives: Without adequate training, employees may lack the knowledge and skills needed to implement the Company’s sustainability and broader business roadmap. This could delay or hinder the achievement of strategic objectives.
Loss of performance and engagement: Deteriorating conditions for social dialogue can lead to a loss of performance and engagement among employees. If employees feel that their voices are not being heard or their concerns are not being addressed, they may become less motivated and committed. This could affect their productivity and the overall performance of URW.
Supply chain human rights infringements: Lack of appropriate human rights standards by URW’s suppliers can lead to poor working conditions, unfair wages, or even forced labour.
Improved working conditions: Conversely, by ensuring compliance with human rights standards, URW can contribute to improved working conditions in its supply chain. This can lead to a positive steering effect for value chain workers.
Welfare of workers within the value chain: Violations of human rights standards within the value chain can have serious implications. These could include harm to workers, legal penalties and damage to the Company’s reputation. The potential consequences can be broad given the Group’s construction activities and activities with manpower, based on sectoral exposure, for instance to modern slavery.
Legal risks (civil and criminal): Potential violations of human rights/modern slavery laws and regulations can lead to civil and criminal legal risks. This could include fines and penalties for URW entities and business leaders.
Financial risks: Non-compliance with human rights standards can potentially lead to fines, penalties and remediation costs. Major incidents in the context of a construction project could lead to longer construction time and claims from business partners.
Reputational risks: Instances of forced labour or any illegal activities associated with human rights violations can damage URW’s brand image. This could lead to a loss of trust from customers, tenants, joint venture partners, and potentially impact its market position and financial performance.
Potential loss of new opportunities: Non-compliance with human rights standards could lead to a loss of new opportunities in terms of future development projects. This could limit the Company’s growth and profitability.
Risk mitigation: Compliance with human rights can help URW mitigate risks associated with any kind of labour violations. This can protect URW from reputational damage and potential legal action focusing on its supply chain.
Leading position: By demonstrating its commitment to human rights, URW can enhance its credentials as a leading company in the sector. This can attract socially conscious customers and investors.
Positive impact on local communities: Standing assets can also have a positive impact on local jobs, and other local key issues in the communities, e.g. training, health, or safety.
The nature of construction work significantly increases the risk of workplace accidents. These can lead to injuries or fatalities, impacting the health and the well-being of the workforce.
Serious accidents can halt construction projects, leading to delays, cost overruns and penalties, with a negative impact on communities relying on the project and on partners working with URW on them.
Increased insurance premiums: Health, safety and security incidents could lead to increased insurance premiums, impacting operational costs.
Compensation claims: If employees or others are injured due to health, safety and security issues, they may make compensation claims. This could lead to significant financial costs and protracted legal proceedings.
Fines for regulatory non-compliance: Non-compliance with health, safety and security regulations could result in fines. This could also damage URW’s reputation.
Damage to URW’s reputation: Health, safety and security issues involving URW’s value chain in operated assets and on construction sites can directly damage URW’s reputation. This could affect customer loyalty, investment and other aspects of business performance.
Disruption of operations: Health, safety and security issues involving URW’s value chain in operated assets and on construction sites, particularly suppliers and partners, can disrupt operations. This could affect URW’s ability to deliver services and meet its commitments.
(1) See sub-section "Value chain in the Sustainability Statement" in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement.
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Building a proactive health and safety culture: URW can build a proactive H&S culture by providing access to physical and mental wellness programmes and healthcare resources for employees. This includes information and training to empower and educate employees at all levels regarding H&S.
Sustainable consumption and offer: URW’s retail assets play a crucial role in the growth and development of brands and products that positively impact consumers and their ability to transition towards a more sustainable way of consuming.
Out of the governance topics, 2 out of 4 were identified as material. Topics identified as material by the double materiality analysis are URW’s responsible interaction with its suppliers as well as business ethics and corruption.
Degradation of working conditions: URW’s suppliers do not adhere to sustainability standards, this could lead to environmental degradation and social issues in the supply chain. This could include poor working conditions, unfair wages or even forced labour.
Improved working conditions: By ensuring compliance with sustainability standards, URW can contribute to improved working conditions in its supply chain. This can lead to increased worker satisfaction and productivity.
Reputational risks: If URW’s suppliers engage in practices that are not considered responsible or sustainable, this could damage URW’s reputation. This could affect customer loyalty, investment and other aspects of business performance.
Financial risks: Breaches of regulations or contracts related to responsible and sustainable supply chain practices could lead to financial costs. These could include fines, compensation payments and potential loss of business with established suppliers.
Legal risks: Current and upcoming regulations, such as the CS3D, impose requirements on companies to ensure responsible and sustainable practices in their supply chains. Breaches of these regulations could result in legal penalties, such as fines amounting to 5% of turnover (from 2029 onwards).
Innovation: By supporting the development of new construction materials, URW can position itself as an innovative leader in sustainable construction. Additionally, it can build partnerships with emerging companies and secure future access to innovative resources.
Strengthening local supply chains: By prioritising local suppliers, URW can strengthen local supply chains, making them more resilient to global disruptions. This approach reduces reliance on remote suppliers for raw materials, helping URW avoid disruptions caused by extreme weather events or geopolitical risks.
Community engagement: Supporting the local economy can enhance URW’s reputation as a socially responsible company that cares about its community. Moreover, it can contribute to its Better Places target to have a strong positive social impact.
Exposure to bribery, corruption and anti-competitive practices: The real estate sector, including URW, is exposed to risks of bribery, corruption and anti-competitive practices. These risks arise from several factors, including global operations, the need to manage multiple local agents and subcontractors, the complexity of project financing and permitting, the magnitude of contracts involved in building large infrastructure projects, and the competitive process necessary to secure contracts with private and public entities.
Disruption of activity: Breaches of business ethics and instances of corruption can disrupt URW’s activities. This could delay or hinder the achievement of strategic objectives.
Relations with public administrations: Relations with public administrations for permits and responses to large tenders can pose risks. Any perceived impropriety in these relations could lead to legal action, reputational damage and potential loss of business opportunities.
Strengthening ethical standards: By continuously acting proactively, URW has the opportunity to strengthen its ethical standards and anti-corruption measures. This could enhance its reputation, improve stakeholder trust, and potentially open up new business opportunities. Additionally, continuously developing ethical and anti-corruption mechanisms only strengthens "lines of defence" such as internal audits or accounting verifiers.
Training and awareness: URW can invest in training and awareness programmes to ensure that all employees understand the importance of business ethics and are equipped to prevent and detect corruption.
Transparency and reporting: By being transparent about its efforts to promote business ethics and prevent corruption, and by reporting on these efforts in line with regulation and business practices, URW can demonstrate its commitment to responsible business practices. This could enhance its reputation and relationships with stakeholders.
In 2023, URW carried out its first double materiality assessment for the Group (based on ESRS draft), across all business segments and activities. An external advisory firm supported the Group in this process to ensure the robustness and neutrality of the methodology. An update was performed in 2024 to refine the analysis, enhance granularity, and fully align with regulatory requirements. The Sustainability team plans to review this analysis every year to ensure consistency with the evolving context and the priorities set by management. The results of the double materiality analysis were directly integrated in the Group’s risk management approach, as presented in Section 6.2.2.3 Category#3: Environmental and social responsibility risks.
The purpose of URW’s double materiality assessment is to evaluate the materiality of sustainability topics from 2 complementary perspectives:
The materiality analysis was conducted in 5 main phases:
URW conducted a thorough analysis of international and sector-specific ESG frameworks to:
(1) MSCI, Encore, SASB, Dow Jones Sustainability Indices ("DJSI"), Corporate Sustainability Assessment, Science Based Targets for Nature ("SBTn"), etc.
(2) As referenced by the ESRS 2, Application Requirement 16.
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| Level of impact Scale | Scope | Remediability |
|---|---|---|
| 5 | Global/Total | Irremediable |
| 4 | Large | Difficult to reverse/mitigate over the long run |
| 3 | Intermediate | Difficult to reverse/mitigate in the short and medium term |
| 2 | Concentrated | Reversible with an effort (Cost/time) |
| 1 | Limited | Relatively easy to reverse/mitigate |
| 0 | None | Very easy to reverse/mitigate |
The materiality of IROs was determined by considering URW’s influences on individuals and the environment throughout its value chain.
However, for issues non-rated at the IRO level, the entire topic is considered material and therefore the associated datapoints are disclosed. In 2025, each issue will be rated at IRO level.
URW engaged approximately 20 internal and external stakeholders through interviews, including consumer rights organisations, sustainability experts, retailer representatives, and significant partners such as construction companies. Internal consultations were held with various teams and geographies across URW, including Compliance, Operating Management, Development, Sustainability, People, and Property, Maintenance, Purchasing and Sustainability ("PMPS") departments. These consultations aimed to prioritise IROs based on impact and financial perspectives according to URW activities and its value chain. Dialogue with real estate peers was maintained to share the double materiality analysis results.
The Sustainability team refined the results by leveraging its expertise and in-depth knowledge of URW and its value chain activities.
Following the consolidation of the final results, URW presented a detailed explanation of the double materiality analysis methodology to the AC. This presentation outlined the reporting implications of the results, the impacts on the existing risk frameworks and provided an opportunity for the committee to critically review the findings.
In total, 24 topics and sub-topics were identified among which 18 were identified as material for URW with regard to their level of importance, from a financial and impact perspective. The most material topics are the ones having a high score (greater than 3) either on the impact or the financial perspective.
(1) For ESRS S1 Own workforce, the maximum level could be extended to 5 because the impact on value chain is not relevant.
Materiality
| ESRS Disclosure requirements covered | Topics | Application Requirement | URD section | Finance Impact | Material | |||
| ESRS E1: Climate change | E1-1 to E1-9 | GHG emissions of construction | Climate change mitigation | 3.2.2.2 | ✓ | ✓ | ||
| ESRS E1: Climate change | E1-1 to E1-9 | GHG emissions and energy consumption of building operations | Energy | Climate change mitigation | 3.2.2.2 | ✓ | ✓ | ✓ |
| ESRS E1: Climate change | E1-1 to E1-9 | GHG emissions from visitors' mode of transport | Climate change mitigation | 3.2.2.2 | ✓ | ✓ | ||
| ESRS E1: Climate change | E1-1 to E1-9 | Adaptation to climate change | Climate change adaptation | 3.2.2.2 | ✓ | ✓ | ||
| ESRS E2: Pollution | n/a | Pollution from construction and operations of buildings and users transport (air, water, soil), including internal air quality | Pollution of air, water and soil | n/a | ||||
| ESRS E3: Water and marine resources | E3-1 to E3-5 | Water consumption | Water consumption | 3.2.2.3 | ✓ | ✓ | ||
| ESRS E4: Biodiversity and ecosystems | E4-1 to E4-6 | Biodiversity in development projects | Climate change | Land-use change, fresh water-use change and sea-use change | Impacts on the state of species | Impacts on the extent and condition of ecosystems |
| E4-1 to E4-6 | Biodiversity in operations | Direct exploitation |
|---|---|---|
| E5-1 to E5-4, E5-6 | Consumption of raw materials for development projects | Resources inflows, including resource use |
|---|---|---|
| E5-1 to E5-3, E5-5, E5-6 | Waste management for the operations in standing assets | Resources inflows, including resource use |
|---|---|---|
| S1-1 to S1-6, S1-16 | Gender equality and equal pay for work of equal value | Gender equality and equal pay for work of equal value |
|---|---|---|
| S1-1 to S1-6, S1-9, S1-12 | Diversity, equity and inclusion | Employment and inclusion of person with disabilities | Diversity |
|---|---|---|---|
| S1-1 to S1-5, S1-13 | Training and skills development | Training and skills development |
|---|---|---|
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| ESRS Disclosure requirements covered | Topics | Application Requirement | 16 URD section | Finance Impact | Material |
|---|---|---|---|---|---|
| ESRS S1: Own workforce | S1-1 to S1-5, S1-8 | Social dialogue | ✓ | ✓ | |
| Freedom of association, the existence of works councils and the information, consultation and participation rights of workers | Collective bargaining, including rate of workers covered by collective agreements | 3.2.3.1 | |||
| ESRS S1: Own workforce | n/a | Health, safety, wellness and security at headquarters | |||
| Measures against violence and harassment in the workplace | Working time | Work-life balance | Health and safety | 3.2.3.1 | |
| ESRS S2: Workers in the value chain | S2-1 to S2-5 | Compliance with human rights for workers in the value chain | |||
| Working time | Adequate wages | Social dialogue | Freedom of association, the existence of works councils and the information, consultation and participation rights of workers | ||
| Collective bargaining, including rate of workers covered by collective agreements | Work-life balance | Health and safety | Gender equality and equal pay for work of equal value | ||
| Training and skills development | Employment and inclusion of person with disabilities | Measures against violence and harassment in the workplace |
✓ ✓
✓ ✓
n/a Accessibility to URW assets and user comfort
| ESRS Disclosure requirements covered | Topics | Application Requirement | Finance Impact | Material |
|---|---|---|---|---|
| ESRS S4: Consumers and end-users | S4-1 to S4-5 | Responsible consumption – Access to products and services | Access to (quality) information | Access to products and services |
| Responsible marketing practices | 3.2.3.4 | ✓ ✓ | ||
| ESRS S1: Own workforce and ESRS S2: Workers in the value chain | S1-1 to S1-5, S-14, S2-1 to S2-5 | Health, safety and security: inoperated assets and on construction sites | Work-life balance | Health and safety |
| 3.2.3.1 – 3.2.3.2 | ✓ ✓ ✓ | |||
| ESRS G1: Governance | n/a | Data privacy and cybersecurity | Privacy | 3.2.4 |
| ESRS G1: Governance | G1-1 to G1-4, G1-6 | Responsible and sustainable interaction with supply chain | Management of relationships with suppliers, including payment practices | Child labour |
| Forced labour | 3.2.4 | ✓ ✓ ✓ | ||
| ESRS G1: Governance | n/a | Political engagement | Political engagement | 3.2.4 |
| ESRS G1: Governance | G1-1, G1-3, G-1-4 | Business ethics and corruption | Prevention and detection, including training | Incidents |
| Corporate culture | Protection of whistleblowers | 3.2.4 | ||
| ✓ ✓ |
Environmental building certifications are a critical tool to support overall environmental performance of both development projects and standing assets. It is a way to demonstrate performance through established market standards, covering all environmental aspects of buildings.
URW aims to obtain operational environmental building certifications for 100% of its owned and managed shopping centres and offices worldwide (on the Better Places scope) and maintain the high level of the certifications obtained. The BREEAM certification is considered to be a good framework to guide the operational teams in the limitation of resources used and circular economy concepts.
Following the best industry standards in 2021, the Group started to certify its assets (certification renewals and new certifications) under the latest version of the BREEAM In-Use framework. This “version 6” comes with improved features for driving environmental performance and occupant health and well-being, with added emphasis on resilience to climate change, social value and circular economy principles.
The Group continued its certification policy in 2024 and now has a total of 52 assets BREEAM In-Use certified on Building Management (Part 2). Among those 52 certified assets, there are 51 shopping centres and 1 office building, accounting for a total certified area of over 4.4 million sqm. This represents a share of 84% of the Group’s standing portfolio in number of assets (retail and office assets), and a coverage of 86% in surface area.
As at December 31, 2024, the Group had 51 owned and managed shopping centres certified under BREEAM In-Use, of which 4 were rated “Outstanding” for Building Management (Part 2).
Certified shopping centres account for nearly 4.4 million sqm consolidated GLA and correspond to 84% of the Group owned and managed Shopping Centres portfolio in number of buildings, and to a 79% BREEAM In-Use certification coverage in surface area. In 2024, 85% of the Group’s European shopping centres and 21% of the Group’s US shopping centres are certified, in number of buildings.
1 2 4 5 6 7 8
| Number of assets certified | Surface area certified (sqm GLA) | Certification coverage % (in number) | % (in sqm GLA) | |
|---|---|---|---|---|
| Total certified Retail assets | 51 | 4,351,200 | 84% | 86% |
| Of which Outstanding | 4 | 291,100 | 8% | 7% |
| Of which Excellent | 33 | 2,832,000 | 65% | 65% |
Note: Figures about the Part 1 of the BREEAM-In-Use certification are available in the Appendices in section 3.4.1.1.3 Details about the Part 1 of the BREEAM-In-Use certification in Europe.
| Number of assets certified | Surface area certified (sqm GLA) | Certification coverage % (in number) | % (in sqm) | |
|---|---|---|---|---|
| Total certified office assets | 1 | 49,200 | 50% | 79% |
| Of which Excellent or above (Part 2) | 1 | 49,200 | 50% | 79% |
Regarding Convention & Exhibition venues, the current ISO 20121 certification covers all the Group’s Convention & Exhibition assets in activity (except the new CNIT Forest which will be integrated in 2025). Viparis also implements an ambitious building certification programme. In early 2010s, Hall 7 of Paris Nord Villepinte was already certified HQE (High Environmental Quality, the French standard certification scheme for sustainable constructions) – pilot operation. During Paris Expo Porte de Versailles construction project, Pavilion 7 and Pavilion 6 were certified HQE and BREEAM, and the new hotels HQE (Excellent). The new Hall 3 of Paris le Bourget, certified HQE Excellent, integrated eco-design considerations in its construction, such as less carbon-intensive concrete and bio-based with a wooden frame. A comparative of life-cycle analysis between Pavilion 6 and Hall 3 shows a reduction by -49% of carbon emissions per sqm constructed.
Other environmental certifications are obtained, when relevant to the real estate leasing or investment markets, such as HQE certification in France or DGNB (Deutsche Gesellschaft für Nachhaltiges Bauen) in Germany for the Offices portfolio. In addition to securing the “Excellent”/“Gold” level under BREEAM/ LEED respectively, all large projects need to undertake a technical and economic feasibility study to reach the BREEAM “Outstanding” or LEED “Platinum” level, as applicable, as mentioned in the sustainability guidelines.
| 2024 | Number of development projects that are engaged in an environmental building certification process | 6 |
|---|---|---|
| Share of development projects that are engaged in an environmental building certification process | 100% |
The Carbon Risk Real Estate Monitor ("CRREM") is a tool designed to assess the decarbonisation pathways and climate risk of real estate assets, helping align them with global climate targets. It provides science-based trajectories for reducing carbon emissions in line with the Paris Agreement.
Each year, URW conducts a detailed analysis for the US and EU portfolio using the latest published version of the CRREM tool. This ensures that the assessments remain up to date with the most current decarbonisation pathways and methodologies, allowing us to track progress and adapt to evolving climate goals.
(1) Pavillon 6 of Paris Expo Porte de Versailles and Hall 3 of Paris le Bourget.
(2) On a like-a-like basis, for carbon emissions related to products and equipment.
The Group uses the advanced features of the CRREM tool, including inputting actual emission factors for district heating and cooling networks. Additionally, both market-based and location-based approaches are considered; for the market-based approach, we incorporate the Group’s power purchase agreements and the Group's Guarantees of Origin to reflect renewable energy procurement. Based on 2023 data, using the market-based approach, all assets considered in URW’s CRREM study, which align with the same perimeter as URW’s carbon footprint assessment (Better Places scope), are aligned with carbon CRREM pathways for the year 2023 and only 6% are considered stranded in 2030 (using 2023 performance and not accounting for the energy reduction measures contained in the asset's energy action plans until 2030).
URW communicated its updated Better Places roadmap, including its commitment to contribute to global carbon neutrality with new science-based net-zero emission targets for Scopes 1, 2, and 3. (See Section 3.2.2.2.2 Transition plan for climate change mitigation).
In this context, and in addition to the commitments to reduce the emissions within URW’s value chain, the Group also have the ambition to help other stakeholders reduce their own carbon emissions, and to use the concept of avoided emissions as an indicator of this ambition. URW has already participate in establishing the Net Zero Initiative guide for real estate owners (led by external experts), which sets high standards for sustainability and emissions management, including avoided emissions. In 2024, URW also took part in the Avoided Emission Factors Database initiative ("AEFDI") (also led by external experts) with the objective to create and publish a new avoided emission factors database in 2025. Those partnerships reflect URW’s commitments on collaboration and knowledge sharing to advance on common sustainability goals.
At URW, avoided emissions are defined according to the principles established by the World Resources Institute "WRI", as recommended by the European Financial Reporting Advisory Group ("EFRAG"). In the absence of standardised accounting methodologies, EFRAG suggests relying on the WRI Working Paper "Estimating and reporting the comparative emissions impacts of products" (WRI, 2019). With the objective to set specific calculation methodologies related to avoided emissions for URW’s internal projects and services, the Group has started to work in 2024 on its own calculation guide based on the general principles of the WRI and applied to URW’s specific environment. It already includes the following main services:
Looking ahead, URW plans to expand its guide by introducing additional methodologies next year. This evolution will further reinforce the Company’s ability to capture and report on the broader impact of its activities, showcasing its ongoing commitment to sustainability and innovation in carbon emissions management.
reductions that may fall outside traditional definitions of avoided emissions. This approach, referred to as “Avoided Impact at URW”, encompasses the savings in carbon, land use, and energy consumption achieved through specific services URW can provide to its stakeholders including the construction of new buildings or the acquisition of properties for renovation. Thanks to the specificities of those projects (based on their location, the materials used for the works and the energy performance of the asset), they often result in a smaller overall carbon footprint compared to an alternative reference scenario. This methodology highlights URW’s expertise in developing and managing high-performance buildings that exceed regulatory requirements and market expectations on sustainability and energy efficiency topics. URW aims to add further details about this methodology in the avoided emission guide as presented above.
| Avoided emissions (tCO2e) 2024 | Amount |
|---|---|
| Avoided emissions related to the use of EV chargers | 6,855 |
| Avoided emissions related to the energy recovery from waste treatment | 562 |
Progress against climate-related targets set out in the updated Better Places roadmap is factored in the calculation of URW’s incentive schemes. For more detailed information, please refer to Section 3.2.1.2.3 Integration of sustainability-related performance in incentive schemes.
The below transition plan has been developed for a specific scope of assets where URW originally developed its sustainability strategy and transition plan, which is called the “Better Places scope” (please refer to Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement for a detailed description of this scope and a detailed understanding of the differences with the scope expected by the CSRD).
URW targets to adjust the scope of the transition plan to the CSRD scope in the coming years. In this regard, environmental data in the following sections will be presented for different scopes to better reflect both the scope expected by the ESRS (CSRD & Operational control) and the scope covered by URW's sustainability strategy, Better Places. A specific paragraph at the end of this section gives details about the sustainability strategy and transition plan of Viparis (see sub-section "Viparis-specific transition plan details") whose assets are out of the Better Places scope but included in the CSRD Scope.
URW’s transition plan has been designed to answer URW’s material IROs identified in the materiality analysis and detailed in Section 3.2.2.2.4 Description of the process to identify and assess material climate-related impacts, risks and opportunities. The main impacts identified are related to the direct GHG emissions related to URW’s own operation and indirect GHG emissions related to URW’s own operation and its value chain (Scope 3-related GHG emissions). The main risks and opportunities are related to the energy management (including renewable energy) and overall sustainability-related quality of the assets.
Historically, URW came up with its first climate mitigation approach in 2007, with quantitative targets for the reduction of its GHG emissions and energy consumption. Between 2006 and 2015, URW had already achieved a cumulative reduction of 33.8% of its energy intensity and 65.1% of its GHG intensity1.
to address the wide scope of indirect GHG emissions resulting from construction works, transportation of visitors and employees, and energy consumption by tenants.
Unless otherwise stated, the GHG emission figures and targets used in this chapter are expressed using the market-based methodology to reflect the efforts made by the Group in selecting its energy suppliers.
In October 2023, URW communicated its updated Better Places sustainability roadmap including its commitment to contribute to global carbon neutrality with new science-based net-zero targets on Scopes 1, 2 and 3. URW became the first retail real estate company in the EU and sixth CAC 40 company to obtain SBTi approval of net-zero targets(2). The underlying transition plan described below was publicly announced and adopted by URW in October 2023.
URW’s approach to contributing to global carbon neutrality follows the principles and requirements of both the SBTi criteria for net-zero targets (in line with the “Corporate Net-Zero Standard”, published in April 2023), and the guidelines set by the Net Zero Initiative. It follows the 3 main objectives:
Details of URW’s main carbon reduction targets, from a 2015 baseline, which apply to the Better Places scope, and which are directly related to the main impacts identified in the materiality analysis (see Section 3.2.2.2.4 Description of the process to identify and assess material climate-related impacts, risks and opportunities):
| Name of the target and material IROs addressed | Scope | Type | Ambition | Baseline year | Target year | SBTi approved |
|---|---|---|---|---|---|---|
| Net zero – near-term target (IRO addressed: E1-I-2) | 1 and 2 | Absolute | -90% | 2015 | 2030 | YES |
| Net zero – Long term target (IROs addressed: E1-I-1, E1-I-2 and E1-I-3) | 1, 2 and 3 | Absolute | -90% (-90% on Scopes 1 and 2 and -90% on Scope 3) | 2015 | 2050 | YES |
(1) In kWh/visit and kgCO2/visit.
(2) At the date of approval by the SBTi on July 6, 2023.
Note 1: GHG emissions’ reduction targets are disclosed as a percentage of the emissions of URW's baseline year under the market-based methodology. As of today, URW did not make carbon reduction commitments using the location-based methodology. The baseline 2015 was chosen in 2016 when the Group launched its Better Places 2030 programme and kept since then for consistency as it was still compliant with the Science based targets criteria for the certification of the carbon reduction targets. Values for the 2015 baseline are presented in the tables in Section 3.2.2.2.9 Gross Scopes 1, 2 and 3 and total GHG emissions.
Note 2: URW’s GHG inventory and GHG emissions’ reduction targets follow the GHG Protocol Corporate Standard which requires 7 gases to be included in inventories: carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), hydrofluorocarbons (HFC), perfluorocarbons (PFC), sulfur hexafluoride (SF6) and nitrogen trifluoride (NF3). Throughout this document, "GHG emissions" ("CO2e") refers to those 7 gases.
URW commits to reach net zero GHG emissions across its value chain by 2050. URW has pledged to reduce its footprint by -90% in absolute terms by 2050 compared to 2015 (details on this commitment are given below in the sub-section “Levers and hypothesis regarding the reduction of the scope 3 carbon emissions”) and to neutralise residual emissions through carbon removals (details in Section 3.2.2.2.10 GHG removals and GHG mitigation projects financed through carbon credits).
As an intermediate milestone, URW has pledged to reduce its Scopes 1 and 2 GHG emissions by -90% in absolute terms by 2030 compared to 2015 and to neutralise residual emissions (from Scopes 1 and 2) through carbon removal actions starting 2030 (projects may start before being mature enough to generate carbon credits starting 2030). These efforts are compatible with a global 1.5°C pathway (as certified by the SBTi), following the recommendations of the Paris Agreement.
URW’s targets and net zero commitment cover the Group’s assets within the Better Places scope.
Details of URW’s sub-targets, from a 2015 baseline, which apply to the Better Places scope, and which are directly related to the main impacts identified in the materiality analysis (see Section 3.2.2.2.4 Description of the process to identify and assess material climate-related impacts, risks and opportunities):
| Name of the target and relation to material IROs | Scope | Type | Ambition | Baseline year and value | Target year | SBTi approved |
|---|---|---|---|---|---|---|
| Global target 1, 2 and 3 | Absolute (MtCO2e) | -50% (-90% on Scopes 1 and 2 and -50% on Scope 3) | 2015 5.1 MtCO2e | 2030 | YES | |
| Operations target (in relation to the impact GHG emissions and energy consumption of building operations) | Partial Scopes 1, 2 and 3 (Direct emissions from stationary combustion + Indirect emissions from purchased electricity + Indirect emissions from purchased steam/heating/cooling + Energy-related activities + Downstream leased assets) | Intensity (kgCO2e/sqm) | -80% | 2015 102 kgCO2e/sqm | 2030 | YES |
| Construction target (in relation to the impact GHG emissions of construction) | Partial Scope 3 (Investments) | Intensity (kgCO2e/sqm built) | -35% | 2015 850 / 1,294 kgCO2e/sqm built (EU/US) | 2030 | NO |
Transport Target (in relation to the impact GHG emissions from visitors’ mode of transport)
| Partial Scope 3 (Customers transportation) | Intensity (kgCO2e/visit) |
|---|---|
| -40% | 2015 |
| 3 kgCO2e/visit | 2030 |
| YES |
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Note 1: Details on the physical units of intensity targets see more details in "URW’s reporting methodology" in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement):
Note 2: Carbon reduction targets are disclosed as a percentage of the emissions of the Group's baseline year under the market-based methodology.
For each of those targets and sub-targets, URW:
For more detailed information on the adjustments performed on the 2015 baseline, please see Section 3.2.1.1.2 Disclosures in relation to specific circumstances.
As a conclusion, URW has already identified and quantified the levers needed to align its activities with the 1.5°C pathway set in the Paris Agreement and with the objective of achieving global climate neutrality by 2050. Additionally reaching those levers is compatible with the business model which makes the latter compatible towards a sustainable economy.
As this part is related to URW carbon reduction targets, it applies only to the Better Places scope. Scopes 1 and 2 emissions are the emissions within URW’s direct control. The figure below details the levers and their associated weight for the 2030 Scopes 1 and 2 objective to reduce by -90% the absolute GHG emissions compared to a 2015 baseline. All baseline values and detailed targets are detailed in the table above.
2015 in kWh/sqm (on the Better Places scope) should largely participate in the reduction of those emissions;
| Scopes 1&2 | Baseline 2015 | Scopes 1&2 progress status – 2024 | Sufficiency | Scopes 1&2 Target 2030 |
|---|---|---|---|---|
| Energy efficiency | 16 | Energy Mix | Fugitive emissions | 155 |
| 23 | 41% | 40% | 11% | |
| 8% | -90% |
For the residual electricity consumption:
Reduce the purchasing demand by increasing the production of renewable electricity on site through photovoltaic (“PV”) panels;
Where on-site production cannot cover the whole demand, procure electricity from renewable energy sources. Since 2021, 100% of the electricity consumption of URW’s common areas and common equipment is from renewable energy sources, either through direct procurement such as PPAs or covered by Guarantees of Origins (EU) and Renewable Energy Certificates (US);
Regarding emissions from district heating and cooling networks, several actions are planned and already in motion:
URW has set an energy intensity reduction target of -50% in 2030 compared to 2015 in kWh/sqm which should largely participate in the reduction of those emissions; and
The follow-up process to ensure the effective reduction of GHG emissions is contained in the GHG reduction policy of URW (see Section 3.2.2.2.5 Policies related to climate change mitigation and adaptation).
Three distinct categories (and associated targets are presented in the target table) represent more than 90% of total Scope 3 emissions in 2015:
with the objective to reach more than 4,000 charging points in Europe. Doing so, URW estimates it will achieve 27% EVs among its visitors coming by car in 2030, supporting the electrification of the vehicle fleet in Europe.
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Achieving these objectives involves the active participation of all the Group’s employees within their areas of responsibility and the contribution of the Group’s stakeholders (value chain) in driving change, mainly tenants, suppliers and service providers. URW has designed a set of policies to frame how the objectives are set, followed and budgeted to secure their achievements. It also relies on partnerships with large corporates and start-ups in order to accelerate the pace of transformation, particularly in the fields of low-carbon construction, energy efficiency and sustainable mobility solutions.
All of the Group business areas (development and operation) and URW’s value chain have been considered as part of the scenario analysis work while designing the Group’s Better Places climate strategy (Scopes 1, 2 and 3), with a specific focus on the activities generating the largest part of the Group's GHG emissions which are covered by reduction targets: operations (including tenants’ activities), construction and transport.
URW was, in 2016, the first company in commercial real estate to commit to significantly reducing its carbon emissions from construction on a broad scope. In concrete terms, reducing its carbon intensity by -35% between 2015 and 2030 means dropping from an average:
for both Europe and the US are the following:
Combining those levers with performing LCAs regularly during the design will ensure the alignment with target at all stages; URW also relies on developing targeted partnerships with construction firms and manufacturers of building materials for the implementation of innovative solutions in order to reduce the embodied carbon footprint of its development projects.
In order to secure the commitments regarding construction activities and provide guidance to the development teams from the very beginning of the design phase to the delivery of development projects, the Group has created the sustainability guidelines for development projects. The document is split into 3 parts:
Sustainability
development and construction managers to help them better understand the technical requirements of the Group’s sustainability guidelines and new regulations around low-carbon buildings (e.g. training in France for the new RE2020 regulation). Details are also available in section 3.2.2.5.4 (Circular Economy).
(1) Square metres constructed correspond to gross floor area (excluding gross floor area of car parks).
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Focus on reducing emissions from operations by -80% by 2030
Note: This target includes the energy-related categories within Scopes 1, 2 and 3 (details of those categories are available in the target tables presented at the beginning of the transition plan). This target applies to the Better Places scope.
Achieving its target of reducing carbon emissions from operations by -80% in intensity per square metres (details in sub-section "URW’s reporting methodology") between 2015 and 2030 draws on 2 levers simultaneously:
Achieving this target, which has been approved by the SBTi in 2020, requires the involvement of tenants (specific green terms are added in lease contracts – see details in “Focus on green lease” sub-section in Section 3.2.2.2.6 Actions and resources in relation to climate change policies).
In 2023, as part of the update of its Better Places roadmap, URW estimated the costs of the environmental transition for its European activities including UK, until 2030:
| Name of the target | CAPEX requirements (1) | on top of 30% of maintenance CAPEX allocated for environmental transition | Details |
|---|---|---|---|
| Net zero – near-term target | €28 Mn (annually) | Covering both the implementation of the long-term energy action plan to reach the energy intensity target and the energy mix improvement measures (on-site renewable energy). | |
| Operation | No additional CAPEX on top of the net zero – near-term target | The assumptions taken on the reduction of the carbon emissions related to the energy consumption of the private areas do not represent an increase in CAPEX for URW. | |
| Construction | Limited increase in construction cost (estimated under 10%) | The embodied carbon targets and other environmentally related objectives for development projects should represent a limited increase of the construction costs as long as the requirements are implemented from the very beginning of the design. | |
| Transport | No CAPEX | The installation of EVs is currently planned with no CAPEX except when the project demonstrates good profitability, in which case we aim to operate with 100% CAPEX or through a joint venture. |
(1) On average per year over 2024–2030. Europe only. On a proportionate basis.
URW aims to work in the coming years to estimate the CAPEX needed until 2050 for its transition plan.
Within URW’s carbon footprint, the following equipment or assets and their related GHG emissions could represent locked-in GHG emissions:
Both of those sources are already considered and covered by URW’s carbon reduction trajectory model and levers, as described above. URW also operates a limited retail area in selected US airports but with no direct influence on the airport activity itself. URW does not identify assets or business activities that could be incompatible with a transition to a climate-neutral economy.
URW’s transition plan objectives are fully aligned with the objectives of the Delegated Act related to climate mitigation within the EU Taxonomy regulation. As the EU Taxonomy technical requirements for asset alignment are mostly related to the improvement of the energy performance of the buildings, the identified levers and associated CAPEX will contribute to the increase in alignment of URW’s economic activities.
URW aims to align its economic activities (revenues and CAPEX) with the criteria established in Commission Delegated Regulation 2021/2139 on climate adaptation or mitigation under the Taxonomy Regulation. URW has not set a specific quantitative alignment objective yet.
URW is not excluded from EU Paris-aligned benchmarks as URW does not fall into any of the excluded activities.
The sustainability approach is fully embedded into the key processes of URW, in line with the Group’s strategic priorities and operational concerns. Relevant details are provided in Section 3.2.4.1 The role of the administrative, supervisory and management bodies. Relevant management processes have been set up at each stage of the business cycle, along with appropriate KPIs. For example:
GRC, which reports regularly to the MB and SB (see Section 6.1.2 Group Enterprise Risk Management framework);
The content of the transition plan has been presented and formally approved by the EC, the MB and the SB of URW in 2023. Any changes to the Group targets or to the main components of the transition plan is subject to validation by the MB, in line with the sustainability governance established by the administrative, management and supervisory bodies detailed in Section 3.2.1.2.1.1 Composition of the administrative, management and supervisory bodies and their access to expertise and skills with regard to sustainability matters.
The transition plan as detailed above, is fully implemented in the strategy and operations of URW (for assets within the Better Places perimeter): targets are set, environmental action plans are set and updated each year, actions are budgeted each year in the asset’s business plan and objectives are reviewed each year by the MB and Technical and Sustainability corporate teams.
Viparis, URW’s Convention & Exhibition joint venture, has a dedicated sustainability roadmap and targets that are aligned with its own materiality assessment called “Better Events VIPARIS 2030”. The scope of application of this strategy is distinct from the Better Places roadmap and details on the differences can be found in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement.
Sustainability
in line with the Paris Agreement. Therefore, in 2022 and 2023, Viparis defined a new target of reducing GHG emissions by -45% by 2030(1) compared to 2019 as a new baseline year. The Viparis sustainability policy is set out in a dedicated document, available on Viparis’ website within the sustainable development section: www.viparis.com.
(1) All scopes included, except visitor travel, in line with science-based targets methodology. The target was defined by an international climate consultancy, using SBTi methodology (not submitted to the SBTi).
The difference of targets and baseline year between Better Places and Better Events Viparis 2030’s objectives are sensible given the specific features of Viparis’ events business and access to more accurate data in 2019 than in 2015.
Viparis' GHG emissions reduction target between 2019 and 2030 breaks down into the 3 following complementary objectives:
Please see Section 3.2.1.4.1 Description of the processes to identify and assess material water and marine resources-related impacts, risks and opportunities, and Section 6.1.2 Group Enterprise Risk Management framework, respectively for more detailed information on the double materiality analysis and the risk identification process.
In collaboration with external scientific experts, URW carried out 2 assessments targeting climate-related risks and opportunities at different levels:
These studies were conducted to meet the following objectives:
To ensure the completeness of the analysis, the assessments are conducted in alignment with the various regulations and sustainability frameworks such as the EU Taxonomy and the TCFD. For climate-related physical risks, the list of indicators studied, as well as the time horizons (2030, 2050) and the scenarios (SSP2-4.5, SSP5-8.5) chosen as part of the study, are aligned with the key frameworks or regulations (EU Taxonomy, CDP, TCFD and CSRD among others). For the transition risks and opportunities component, the choice of time horizons (2025, 2030, 2050) and scenarios – Nationally Determined Contributions (“NDC”) which corresponds to business as usual and, Net Zero 2050 – followed the same logic.
level of GHG emissions and a strong dependence on fossil fuels – the SSP5-8.5 scenario. Under this scenario, no policy to limit GHG emissions is considered, leading to an acceleration of climate change and the resulting physical impacts. By using this scenario as a reference for its adaptation plans, URW ensures the resilience of its assets to the worst probable future materialised by the IPCC scenarios.
For the transition risks and opportunities aspect, the logic remains the same, but the more drastic scenario is Net Zero by 2050, which will bring the greatest constraints (and opportunities for transformation) for companies – on regulatory, market, technological or even reputational aspects – requiring them to make profound changes in terms of construction and operational approaches, culture or even organisation. Identifying transition risks and opportunities as part of compliance with the Paris Agreement allows URW to anticipate their potential impact on the Group and prepare for them.
In the context of URW analysis, climate-related physical risks are defined as a combination of hazard, exposure, vulnerability and impact:
Impact refers to the consequences of the hazard if it occurs. Physical climate risks can have severe economic and human consequence affecting various facets of the business:
OPEX: e.g. increase in raw material costs, higher insurance costs, higher energy and water costs, and/or costs to replace affected stocks;
• The type of activities, equipment and materials; and
• The geographical footprint of the portfolio using specific geospatial coordinates of the assets.
Risk engineers and industry experts were consulted to perform the screening. This analysis was done considering the climate-related hazards indicated by the EU Taxonomy for sustainable activities and the CSRD.
For the climate-related perils considered as material, experts identified the most representative climate indicators from its proprietary database (+130 indicators) which are sourced from both open sources and paying models such as JBA, WRI and IIASA. Climate indicator values were retrieved for each asset, based on their location. Up to 10 climate models for each indicator were used by expert scientists to evaluate the evolution of such values due to climate change, according to different scenarios.
For the climate risk assessment and the development of adaptation strategies, the scenarios employed for URW’s climate risk assessment are:
Considering the current commitments for GHG emissions reductions, the scenarios SSP1-2.6 and SSP1-1.9 are considered as not relevant to build adaptation strategies on in the context of an effective ERM framework.
Three timeframes are considered, consistent with the expected lifetime of the activity and the indications of the EU Taxonomy and CSRD:
Those timeframes, as explained, are linked to both the expected lifetime of URW assets (50 years) and URW strategic planning and capital allocation.
The climate-related hazards considered are the ones found materials by the Group’s risk experts and can be found in the below table:
| TEMPERATURE RELATED | WIND RELATED | WATER RELATED | SOLID MASS RELATED |
|---|---|---|---|
| Chronic | Changing wind patterns | Changing precipitation patterns | Coastal erosion |
| Heat stress | Precipitation or hydrological variability | Soil degradation | |
| Temperature variability | Ocean acidification | Soil erosion | Permafrost thawing |
| Saline intrusion | Solifluction |
Material perils considering URW assets vulnerabilities and assets geographies
Low/non material considering URW assets vulnerabilities and assets geographies
The likelihood, magnitude and duration of these hazards have been considered within the analysis.
The climate-related physical risks are evaluated under 3 different angles, to move from exposure to impacts, considering vulnerability, depending on the potential impacts:
The Vulnerability curves are the used to translate exposure values (such as metres of flood) into impact values from 0% to 100%.
All assets are divided into 4 classes (low, medium, high, very high) depending on the cumulated value of property damage, business interruption and energy needs risks.
Finally, the assets are prioritised based on:
The prioritisation is made considering the results for the worst-case scenario (SSP5-8.5) and the 2030 timeframe, which is commonly used for defining climate adaptation planning and budgets.
Transition risks and opportunities are those associated with the pace and extent at which an organisation manages and adapts to the internal and external pace of change to reduce GHG emissions and transition to renewable energy.
As required by the TCFD, the following transition risks have been analysed for URW:
As required by the TCFD, the following transition opportunities have been analysed for URW:
Risks and opportunities are evaluated in terms of likelihood and impact. As it concerns the impacts, they have been evaluated according to the following metrics:
Transition risks and opportunities are evaluated across the entire value chain, considering how they can influence financial, human and reputational capitals, and are evaluated in terms of likelihood and impact (considering likelihood, magnitude and duration of the transition events).
URW will provide further details about anticipated financial effects from material physical and transition risks and potential climate-related opportunities in the years to come.
URW’s transition plan relies on both mid-term and long-term time horizon scenarios. The International Energy Agency ("IEA") NZE 2050 scenarios have been used to model URW’s emissions linked to energy consumption up to 2050. As the IEA NZE 2050 (Net Zero Emission 2050) scenario does not cover all Group emissions, it has been supplemented by the IEA B2DS scenario. As a reminder, URW’s objectives are aligned with a 1.5°C trajectory. Introducing the IEA B2DS scenario is a conservative approach because it implies that the efforts to be generated by URW are greater than those generated by exogenous macro factors. IEA B2DS and IEA CPS (Current Policies scenario) scenarios have been used for operations and transport carbon reduction targets of the Group.
Policies in place to manage material IROs related to climate change mitigation and adaptation are listed in the table below. Those policies cover URW’s own operations and the following ones extend to its value chain:
The first column of the table below presents which IRO from the material topics for URW the policy answers (details about the reference of the IROs can be found in Section 3.2.1.4.2 Disclosure requirements in ESRS covered by the undertaking’s Sustainability Statement.
| Policy and material IROs addressed | Description of key contents of policy | Description of scope of policy or of its exclusions | Description of most senior level in organisation that is accountable for implementation of policy | Disclosure of third-party standards or initiatives that are respected through implementation of policy | Description of consideration given to interests of key stakeholders in setting policy | Explanation of how policy is made available to potentially affected stakeholders and stakeholders who need to help implement it |
|---|---|---|---|---|---|---|
| Energy efficiency policy Material IROs addressed: • E1-I-2 • E1-R-1 • E1-R-3 • E1-O-1 • E1-O-2 | Explanation of the objectives and targets, operational follow-up, budget |
The policy's general purpose is to set how assets will reduce their energy consumption and improve renewable energy production (by installing PV panels on the roofs and parkings) to reach the objectives set.
Assets within the Better Places scope only. URW aims to extend the scope of this policy to the CSRD scope in the coming years.
The MB and the EC oversee sustainability related topics, and specifically, the CRSO is accountable for the implementation.
Based on ISO 14 001 Stakeholders involved: Group Sustainability team, the corporate technical team (PMPS team), the technical local country teams, the asset teams and EU regulations.
The policy is for internal purposes only.
The policy general purpose is to set how the assets will ensure that future climate‐related risks are mitigated to reach the objectives set.
Assets within the Better Places scope only. URW aims to extend the scope of this policy to the CSRD scope in the coming years.
The MB and the EC oversee sustainability related topics, and specifically, the CRSO is accountable for the implementation of the SBTi corporate net zero standard.
The policy is for internal purposes only.
Explanation of the objectives and targets, operational follow-up, budget guidance, dashboards.
Note: The GHG emissions reduction policy and the "energy efficiency policy" indirectly supports climate adaptation.
(standing assets and development projects across the Group)
oversee sustainability related topics, and specifically, the CRSO is accountable for the implementation TCFD, CSRD and EU Taxonomy expectations.
Stakeholders involved: Group Sustainability team, the corporate technical team (PMPS team), the risk management team, the technical local country teams, the asset teams and EU regulation including EU Taxonomy.
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Containing all the requirements linked to the sustainability performance of URW’s development projects.
The policy's general purpose is to set how the development projects will reach the minimum environmental performance set by the Group to reach the objectives set (including the objective related to embodied carbon emissions).
is accountable for the implementation BREEAM environmental certification for development projects, local regulation such as RE2020 in France.
Group Sustainability team, the corporate Development and Construction teams, development and construction local teams in all Group countries.
The policy is primarily designed for internal teams and shared with contractors involved in its implementation in development projects.
Contains the clauses URW relies on to engage tenants in the reduction of their energy consumption and related GHG emissions (among other topics).
The policy general purpose is to set how the Group will ensure that tenants within retail assets will meet sustainability related requirements.
All URW retail portfolio within the Better Places scope (standing assets and development projects across the Group) and additional assets when URW has the leasing mandate.
specifically, the CRSO is accountable for the implementation “Annexe environnementale” French regulation, FACT (Fédération des Acteurs du Commerce dans les Territoires) BBP (Better Building Partnership)
Stakeholders involved: Group Sustainability team, the corporate technical team (PMPS team), the corporate and French Legal teams, the technical local country teams and the asset teams
More details related to the Group climate adaptation strategy are given in Section 3.2.2.6.4 URW share of aligned activities.
In addition to the policies listed below, the Group’s environmental strategy also relies on an environmental management system ("EMS"), aiming at reducing the environmental impacts of assets within the Better Places scope from initial design through to daily operation. This pragmatic and dynamic EMS, based on an environmental continuous improvement approach (ISO 14001), ensures that the Group is able to meet its annual and long-term targets (progress against targets is reviewed each year during internal environmental performance reviews and disclosed publicly in the URW’s scorecard, available in this document), and supports URW’s continuous improvement for each area covered by the Group’s sustainability policy. This includes climate change and resource use such as energy. It completes the development projects’ EMS.
The EMS system is based on 4 steps of the environmental performance management process: target setting, establishing an environmental action plan, measuring results and reviewing the performance:
Since 2009, the Group has been committed to an active “green leases” policy. Green leases aim at improving tenants’ sustainability performance during the operation phase through a set of requirements, including fit-out, operation and reporting requirements. This approach, based on dialogue, information and sharing of best practices, encourages tenants to play a role in the environmental performance of the assets, as well as contributes to managing costs related to utilities and waste management.
In that respect, since 2009 and ahead of all existing regulations, all new leases and renewals signed with retail (Shopping Centres) and office (Offices) tenants have had environmental clauses. These first versions of green leases cover aspects that are most relevant to improve tenants’ environmental behaviours and performances, such as commitment to sharing energy consumption data, technical specifications for fitting-out tenant spaces (especially maximum power for lighting), and various measures to save energy and water and sort waste.
This environmental appendix to leases was strengthened in 2017 to reflect the evolution of the Group’s ambitions in terms of environmental performance and contributions to the community. Clauses have been added to the first version of green leases and include the obligation to install LED lighting solutions and technical energy efficient equipment for any new fit-out works performed in private tenant spaces. There is also the requirement to sign a private electricity contract guaranteeing that electricity is procured from renewable sources. To support the Group’s engagement with its communities, a clause has also been added to invite the tenants to participate in initiatives organised by the Group to promote local employment. The process of implementation and follow-up of the green lease is described in the green lease policy of the Group and the Group targets to better monitor the effective implementation of the green lease’s requirements in the coming years. As of today, the green lease's requirements are not all individually tracked for each tenant by URW.
| Category | Retail | Offices | ||
|---|---|---|---|---|
| Number of green leases signed during the year | % of green leases signed during the year | % of green leases among total active leases at the year-end | ||
| Green Leases | 1,830 | 73.3% | 63.0% | |
| Green Leases | 3 | 25.0% | 40.0% |
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Other topics such as responsible resource consumption, environmental performances, behavioural changes or implementation of operational improvements are often discussed during the regular operation of the shopping centres.
The actions and resources in relation to climate change are listed in the table below:
| Policy and material IROs addressed | Key actions | Scope | Time horizon | Year of completion | Description | Progress | Resources allocated | Financial resources |
|---|---|---|---|---|---|---|---|---|
| Energy efficiency policy Material IROs addressed: • E1-I-2 • E1-R-1 • E1-R-3 • E1-O-1 • E1-O-2 | Energy efficiency | Equivalent to the scope indicated in the policies table above | 2015 – 2030 | 2030 | Reduction of the energy intensity with the replacement of technical equipment with a better efficiency (e.g. air handling units, water loop, heat exchanger, building management system) | |||
| Energy mix: | Gas boilers removal planning (replacement by heat pumps) | |||||||
| Photovoltaic Plan: | Increase on-site renewable energy production on assets (roof and parking) |
| Key actions | Scope | Time horizon | Year of completion | Description | Progress | Resources allocated | Financial resources |
|---|---|---|---|---|---|---|---|
| GHG emissions reduction policy | Material IROs addressed: | 2015 – 2030 | 2030 and 2050 | Set, track and reach Group carbon reduction targets | All standing assets of URW have a dedicated environmental action plan to guide them towards Group target | The Group has | |
| E1-I-1 | |||||||
| E1-I-2 | |||||||
| E1-I-3 | |||||||
| E1-R-1 | |||||||
| E1-R-2 | |||||||
| E1-R-3 | |||||||
| E1-R-4 | |||||||
| E1-O-1 | |||||||
| E1-O-2 |
Updated all its environmental action plans in 2024 to reflect its new ambition in terms of carbon reduction.
Material IROs addressed:
Increase the resilience of URW portfolio to climate-related risk.
Equivalent to the scope indicated in the policies table above.
2015 – 2030
2030 Evaluate the vulnerability and exposure of the portfolio and implement resilience action plans.
To produce guidance and track performance
Local country and asset teams for implementation
Should be included in the maintenance CAPEX of URW assets (average of €90 Mn per year for the Group’s EU assets)
Material IROs addressed:
Equivalent to the scope indicated in the policies table above
2015–2030
2030 All development projects must include the requirements of the guidelines in their design to secure their environmental performance
A limited increase of URW construction costs is expected to reach the Group's targets.
| Key actions | Scope | Time horizon | Year of completion | Description | Progress | Resources allocated | Financial resources |
|---|---|---|---|---|---|---|---|
| Green leases policy | Material IROs |
• Concept Studio team
The main targets related to climate change mitigation are presented in Section 3.2.2.2.2 Transition plan for climate change mitigation. Details on scenarios and assumptions for the establishment of those targets are presented in Section 3.2.1.4.1 Description of the process to identify and assess material impacts, risks and opportunities.
Additionally, the main target related to the Group climate adaptation strategy is the following:
More details related to the Group climate adaptation strategy are given in Section 3.2.2.6.4 URW share of aligned activities.
The following tables present the energy consumption and mix of the Group under the different reporting scopes of the Group (CSRD, Operational control and Better Places – the last one being covered by the sustainability strategy of URW).
Energy efficiency is calculated on the scope of final energy purchased from the grid. Energy self-consumed from renewable on-site production (such as solar PV) is excluded. The table below is related to the energy intensity target the Group has set detailing the evolution between the reporting year.
| Type | Year | Energy Consumption (kWh/sqm) |
|---|---|---|
| Shopping Centres | 2021 | |
| Offices | 2021 | |
| Shopping Centres | 2022 | |
| Offices | 2022 |
As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an understanding of the differences between the different reporting perimeters.
| Retail (kWh/sqm) | Office (kWh/sqm) | |
|---|---|---|
| 2024 Total | 111 | 86 |
| 2023 like-for-like | 119 | 112 |
| 2024 like-for-like | 112 | 86 |
| 2024/2023 change (%) | -5.9% | -23.5% |
As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an understanding of the differences between the different reporting perimeters.
| 2024 | |
|---|---|
| Fuel consumption from natural gas (MWh) | 42,468 |
| Fuel consumption from coal and coal products (MWh) | 0 |
| Fuel consumption from crude oil and petroleum products (MWh) | 0 |
| Fuel consumption from other fossil sources (MWh) | 0 |
| Consumption of purchased or acquired electricity, from fossil sources (MWh) | 40,700 |
| Consumption of purchased or acquired heat, steam, and cooling from fossil sources (MWh) | 113,605 |
| Total fossil energy consumption (MWh) | 196,774 |
| Share of fossil sources in total energy consumption (MWh) | 36.1% |
| Consumption from nuclear sources (MWh) | 0 |
| Consumption of purchased or acquired electricity from renewable sources (MWh) | 287,289 |
| Consumption of purchased or acquired heat, steam, and cooling from renewable sources (MWh) | 52,179 |
| Consumption of self-generated non-fuel renewable energy (MWh) | 9,296 |
| Fuel consumption for renewable sources, including biomass (also comprising industrial and municipal waste of biologic origin, biogas, renewable hydrogen, etc.) (MWh) | 0 |
| Total renewable energy consumption (MWh) | 348,763 |
| Share of renewable sources in total energy consumption (%) | 63.9% |
| Total energy consumption (MWh) | 545,537 |
(1) The energy mix of the district networks (for purchased heat and cooling) and specifically the information about the renewable share is coming from the supplier themselves from their publications during the year previous to the reporting year (aligning with AR 32 expectations)
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an understanding of the differences between the different reporting perimeters.
| Retail | Office | Convention & Exhibition | |
|---|---|---|---|
| 2024 total electricity consumption (MWh) | 262,294 | 7,335 | 67,656 |
| of which green electricity (%) | 97.8% | 46.2% | 54.1% |
| 145,433 | 9,929 | 10,422 | |
|---|---|---|---|
| of which renewable energy (%) | 35.0% | 13.3% | 0% |
| 33,127 | 675 | 8,667 | |
|---|---|---|---|
| of which renewable energy (%) | 0% | 0% | 0% |
As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an understanding of the differences between the different reporting perimeters.
| Energy intensity per gross revenue (MWh/M€) | 225 |
|---|---|
| Total Energy consumption (MWh) | 545,537 |
| Gross revenue (€ Mn) (equivalent to the Gross Rental Income - see Section 5.1 Consolidated financial statements) | 2,427 |
Note 1: As 100% of the URW’s activities are considered high-impact sectors, this figure is the same for energy intensity of activities in high-impact sectors (total energy consumption per net revenue).
Note 2: The following high-impact sectors have been used to determine the energy-intensity based on net revenue: construction and real estate activities.
The method used for quantifying Group emissions is in line with the ISO 14064-1 standard, the GHG Protocol guidelines and the Bilan Carbone® methodology of ADEME (Agence de l’Environnement et de la Maîtrise de l’Énergie, or French Environment and Energy Management Agency), and is subject to specific methodological guidelines (see Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement).
The sources of emissions included in the Group’s total carbon footprint are broken down per Scope and influence level in the table hereafter. The Group calculates its carbon footprint on an extended Scope 3 basis, which is outlined in this table, measuring the major indirect emissions across its entire value chain.
URW Scope 3 GHG emissions are calculated by multiplying physical quantities by an emission factor. Inputs from specific activities within the URW’s upstream and downstream value chain are used for the calculation of the physical quantity and the emission factors are mostly retrieved from recognised database such as Base Empreinte® (ADEME) or DEFRA and updated regularly. In particular, emission factors used for the calculation of energy-related emissions within scopes 1, 2 and 3 are published by ADEME, IEA and EPA (Environmental Protection Agency).
100% of Scope 3 categories are calculated using primary activity data and emission factors from external databases.
Note: URW does not report any biogenic emissions from the combustion or biodegradation of biomass as there is no related installations in URW’s assets or in URW’s value chain (as far as URW is aware).
The sources of emissions that are excluded from the Group’s total carbon footprint are detailed below:
None
activity of its value chain (the only upstream activities of the Group are asset development and construction activities reported in investment category through construction investments). Thus, associated Scope 3 emissions for this source and are not applicable to the Group.
Upstream leased assets: URW is owner or co-owner of almost all of its assets, except offices which are immaterial (less than 5%). Indeed, the only assets rented by the Group as a tenant are offices for headquarters. Thus, associated upstream Scope 3 emissions are negligent when compared to all other Scope 3 sources (the only significant upstream activities of the Group are asset development and construction activities).
Downstream freight: URW does not sell products and thus does not need any transportation to deliver products to its customers.
Use of sold products: URW does not sell products and thus does not have any clients that use the products that it sells.
End-of-life: URW does not sell products and thus does not have any clients that use the products that it sells. The End-of-life of the Group's construction activities is already captured in the “investments” category.
Franchise: this item is not applicable to the Group’s business as URW has no brand or product or service licenses. Thus associated Scope 3 emissions for this source do not exist.
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
Events or changes in circumstances (relevant to URW GHG emissions) between the reporting dates of the entities in URW's value chain and the date of URW’s general purpose financial statements can be found in Section 3.2.1.1.2 Disclosures in relation to specific circumstances.
The carbon footprint for 2015 is the baseline for tracking the carbon-related objectives of the Better Places strategy. The 2015 Group carbon footprint baseline and the Group carbon footprint evolution in 2023 and 2024 are presented hereafter.
Details on electricity procurement from renewable sources used for Scope 2 market-based GHG emissions are presented in the sub-section "Details on electricity procurement from renewable sources used for Scope 2 market-based GHG emissions" in Section 3.2.2.2.9 Gross Scopes 1, 2 and 3 and total GHG emissions.
| Location based | CSRD & OPERATIONAL CONTROL SCOPE | 2024 |
|---|---|---|
| Gross Scope 1 GHG emissions (tCO2e) | 14,917 | |
| Gross Scope 2 GHG emissions (tCO2e) | 107,227 | |
| Gross Scope 1 and 2 GHG emissions (tCO2e) | 122,144 | |
| Total Gross indirect (Scope 3) GHG emissions (tCO2e) | 4,295,380 | |
| Total GHG emissions (location-based) (tCO2e) | 4,417,524 |
| Market based | CSRD & OPERATIONAL CONTROL SCOPE | 2024 |
|---|---|---|
| Gross Scope 1 GHG emissions (tCO2e) | 14,917 | |
| Gross Scope 2 GHG emissions (tCO2e) | 25,168 |
40,085
4,204,519
(tCO2e) 4,244,604
As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an understanding of the differences between the different reporting perimeters.
| Location based | Base year 2015 | 2023 | 2024 | 2024 progress from 2023 | 2030 target | 2024 progress from base year |
|---|---|---|---|---|---|---|
| Gross Scope 1 GHG emissions (tCO2e) | 23,434 | 15,835 | 10,186 | -35.7% | – | -56.5% |
| Gross Scope 2 GHG emissions (tCO2e) | 163,220 | 102,154 | 93,415 | -8.6% | – | -42.8% |
| Gross Scope 1 and 2 GHG emissions (tCO2e) | 186,654 | 117,989 | 103,602 | -12.2% | – | -44.5% |
| Total Gross indirect (Scope 3) GHG emissions (tCO2e) | 4,938,601 | 3,127,288 | 3,000,246 | -4.1% | – | -39.2% |
| Total GHG emissions (location-based) (tCO2eq) | 5,125,254 | 3,245,277 | 3,103,847 | -4.4% | – | -39.4% |
| Base year | 2015 | 2023 | 2024 | 2024 progress from 2023 | 2030 target | 2024 progress from base year | |
|---|---|---|---|---|---|---|---|
| Gross Scope 1 GHG emissions (tCO2e) | 23,434 | 15,835 | 10,186 | -35.7% | – | -56.5% | |
| Gross Scope 2 GHG emissions (tCO2e) | 132,018 | 13,530 | 13,307 | -1.7% | – | -89.9% | |
| Gross Scope 1&2 GHG emissions (tCO2e) | 155,451 | 29,365 | 23,493 | -20.0% | -90.0% | -84.9% | |
| Total Gross indirect (Scope 3) GHG emissions (tCO2e) | 4,935,623 | 3,061,498 | 2,917,205 | -4.7% | -50.0% | -40.9% | |
| Total GHG emissions (market-based) (tCO2e) | 5,091,075 | 3,090,863 | 2,940,698 | -4.9% | -50.0% | -42.2% |
| CSRD Scope | 2024 | Operational Control Scope | 2024 |
|---|---|---|---|
| Scope 1 GHG emissions | Gross Scope 1 GHG emissions (tCO2e) | 10,102 | 5,036 |
| Percentage of Scope 1 GHG emissions from regulated emission trading schemes (%) | 0.0% | 0.0% | |
| Scope 2 GHG emissions | Gross location-based Scope 2 GHG emissions (tCO2e) | 86,751 | 20,476 |
| Gross market-based Scope 2 GHG emissions (tCO2e) | 23,151 | 2,017 | |
| Significant Scope 3 GHG emissions | CSRD Scope & operational control Scope 2024 | Total Gross indirect (Scope 3) GHG emissions(tCO |
e) - location based 4,295,380
Total Gross indirect (Scope 3) GHG emissions(tCO2e) - market based 4,204,519
| 1 | Purchased goods and services | 224,492 |
|---|---|---|
| 2 | Capital goods | 11,292 |
| 3 | Fuel and energy-related activities (not included in Scope 1 or Scope 2) location based | 27,761 |
| Fuel and energy-related activities (not included in Scope 1 or Scope 2) (market based) | 19,241 | |
| 4 | Upstream transportation and distribution | 195,645 |
| 5 | Waste generated in operations | 11,268 |
| 6 | Business traveling | 2,031 |
| 7 | Employee commuting | 2,222 |
| 8 | Upstream leased assets | – |
| 9 | Downstream transportation | 3,302,143 |
| 10 | Processing of sold products | – |
| 11 | Use of sold products | – |
| 12 | End-of-life treatment of sold products | – |
| 13 | Downstream leased assets (location-based) | 285,578 |
| Downstream leased assets (market-based) | 203,237 | |
| 14 | Franchises | – |
| 15 | Investments | 232,947 |
Total GHG emissions
Total GHG emissions (location-based) (tCO2e) 4,417,524
Total GHG emissions (market-based) (tCO2e) 4,244,604
As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an understanding of the differences between the different reporting perimeters.
| Base year | 2015 | 2023 | 2024 | 2024 progress from 2023 | 2030 target | 2024 progress from base year | |
|---|---|---|---|---|---|---|---|
| Scope 1 GHG emissions | Gross Scope 1 GHG emissions (tCO2e) | 23,434 | 15,835 | 10,186 | -35.7% | – | -56.5% |
| Percentage of Scope 1 GHG emissions from regulated emission trading schemes (%) | 0.0% | 0.0% | 0.0% | – | – | – | |
| Scope 2 GHG emissions | Gross location-based Scope 2 GHG emissions (tCO2e) | 163,220 | 102,154 | 93,415 | -8.6% | – | -42.8% |
| Gross market-based Scope 2 GHG emissions(tCO2e) | 132,018 | 13,530 | 13,307 | -1.7% | – | -89.9% | |
| Significant Scope 3 GHG emissions | Total Gross indirect (Scope 3) GHG emissions (tCO2e) - location based | 4,938,601 | 3,127,288 | 3,000,246 | -4.1% | – | -39.2% |
| Total Gross indirect (Scope 3) GHG emissions (tCO2e) - market based | 4,935,623 | 3,061,498 | 2,917,205 | -4.7% | -50.0% | -40.9% | |
| 1 | Purchased goods and services | 335,827 | 202,691 | 195,271 | -3.7% | – | -41.9% |
| 2 | Capital goods | 3,210 | 1,415 | 1,301 | -8.1% | – | -59.5% |
| 3 | Fuel and energy-related activities (not included in Scope 1 or Scope 2) (location based) | 34,993 | 26,605 | 23,861 | -10.3% | – | -31.8% |
| Fuel and energy-related activities (not included in Scope 1 or Scope 2) (market based) | 31,412 | 21,589 | 16,781 | -22.3% | – | -46.6% | |
| 4 | Upstream transportation and distribution | – | – | – | – | – | – |
| 5 | Waste generated in operations | 32,607 | 10,474 | 9,832 | -6.1% | – | -69.8% |
| 6 | Business travelling | 7,759 | 2,619 | 1,849 | -29.4% | – | -76.2% |
| 7 | Employee commuting | 3,903 | 2,089 | 1,897 | -9.2% | – | -51.4% |
| 8 | Upstream leased assets | – | – | – | – | – | – |
| 9 | Downstream transportation | 3,311,713 | 2,418,546 | 2,287,461 | -5.4% | – | -30.9% |
| 10 | Processing of sold products | – | – | – | – | – | – |
| 11 | Use of sold products | – | – | – | – | – | – |
| Downstream leased assets (location-based) | 742,424 | 232,815 | 245,826 | 5.6% | – | -66.9% |
|---|---|---|---|---|---|---|
| Downstream leased assets (market-based) | 743,027 | 172,040 | 169,866 | -1.3% | – | -77.1% |
| Investments | 466,165 | 230,034 | 232,947 | 1.3% | – | -50.0% |
|---|---|---|---|---|---|---|
| Total GHG emissions (location-based) (tCO2e) | 5,125,254 | 3,245,277 | 3,103,847 | -4.4% | – | -39.4% |
|---|---|---|---|---|---|---|
| Total GHG emissions (market-based) (tCO2e) | 5,091,075 | 3,090,863 | 2,940,698 | -4.9% | -50.0% | -42.2% |
As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an understanding of the differences between the different reporting perimeters.
| Share of electricity bundled with energy attribute claims (such as Guarantee of Origins or Renewable Energy Certificates or PPA) | 78.8% |
|---|---|
| Share of electricity covered by unbundled energy attribute claims | 8.8% |
As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an understanding of the differences between the different reporting perimeters.
| Total GHG emissions (location-based) per gross revenue (tCO2e /M€) | 1,820 |
|---|---|
| Total GHG emissions (market-based) per gross revenue (tCO2e /M€) | 1,749 |
| Total GHG emissions (location-based) | 4,417,524 |
| Total GHG emissions (market-based) | 4,244,604 |
| Gross revenue (equivalent to the Gross rental income in M€ - see Section 5.1 Consolidated financial statements) | 2,427 |
In relation to URW's climate neutrality strategy (presented in Section 3.2.2.2.2 Transition plan for climate change mitigation), and as part of its net-zero targets, URW is committed to:
In this regard, the tables below present the details related to those 2 commitments.
| Projects | Type of project | Scope | Timeline of implementation | Expected impact (in tCO2e) | Calculations done by and associated standard | Share associated with a recognised standard | Share issued from projects in the EU | Qualifies as a corresponding adjustment under Article. 6 of the Paris Agreement |
|---|---|---|---|---|---|---|---|---|
| Climate fund for Nature (Mirova) – based on a contractual agreement | Forest and mangrove conservation projects | Upstream and |
The table below presents the main current removal projects led by URW.
| Projects | Type of project (biogenic or technological sinks) | Location | Scope | Implementation (in tCO2e) | Cancellation of credits | Associated standard, calculation assumptions, methodologies and frameworks applied | Share associated with a recognized standard | Share issued from projects in the EU | Qualifies as a corresponding adjustment under Article 6 of the Paris Agreement |
|---|---|---|---|---|---|---|---|---|---|
| Climate fund for Nature (Mirova) – based on a contractual agreement | Biogenic: Land-use change – Forest and mangrove restoration, agroforestry, soil carbon and |
| 2024 – 2042 | 598,000 in total | 2024: 0 tCO2e | 100% planned to be cancelled in the future according to Net-Zero targets |
|---|---|---|---|
| Credits will be certified and audited to the highest quality standards and in accordance with VCS, CCBS, Gold Standard or SD Vista standards, or equivalent other standard | 100% >1% - Nature Impact Fund (WWF) – based on a contractual agreement | Biogenic: Forest restoration | France |
| Upstream and Downstream Value Chain | 2023 – 2033 | Not quantified yet | 2024: 0 tCO2e |
| 100% planned to be cancelled in the future according to Net-Zero targets | Internal WWF |
URW will provide further details on the removal or avoidance projects and the associated calculation assumptions, methodologies and frameworks applied when these are advanced enough and such information is made available.
The Group is absolutely prioritising the reduction of its own GHG emissions, through ambitious reduction targets before any use of carbon credits. The additional use of carbon credits as described above will not contribute to nor impact the achievement of URW’s GHG emission reduction targets.
In addition, and in accordance with the SBTi Corporate Net-Zero Standard, URW is committed to permanently neutralising residual emissions at the net-zero target year and GHG emissions released into the atmosphere thereafter. In this regard, URW already secured the first step of its neutralising strategy, engaging with Mirova and WWF to increase GHG removals at a level covering the 10% annual residual emissions of its Scopes 1 and 2 from 2030 to 2050. URW will continue exploring opportunities to deal with its Scope 3 residual emissions (for 2050 onwards) prioritising removals within its own value chain.
URW will only rely on high-quality carbon removal credits recognised by a quality standard which is or will be communicated in the tables above once known. In addition to its net zero commitment, URW is willing to participate in carbon removal projects not covered by a recognised standard if it has other co-benefits such as biodiversity-related positive impacts. As of today, URW is not involved in selling carbon credits.
In any case, URW does not and will not rely on GHG removal credits nor GHG avoidance credits to reach its GHG carbon reduction targets. Those credits are counted separately from the Group’s own GHG emissions.
As of today, URW does not apply any internal carbon pricing scheme. While the GHG emissions of new projects are studied and considered internally for decision-making processes, this has not been formalised in the way of a carbon pricing scheme yet. URW carefully studies the potential implementation of an internal carbon price system for the coming years.
Focus on water-stressed areas
Water-stressed areas as defined by URW in the context of this ESRS related to water and marine resources are areas where water conservation and preservation issues are more material. We rely on the “water-stressed areas” definition from the WWF Water Risk Filter(1), using the water scarcity risk KPI.
As defined by the WWF: “Water scarcity refers to the physical abundance or lack of freshwater resources, which significantly impact business such as production/supply chain disruption, higher operating costs, and growth constraints. Water scarcity is human-driven, and can be aggravated by natural conditions (e.g. aridity, drought periods), and it is generally calculated as a function of the volume of water use/demand relative to the volume of water available in a given area. The Water Risk Filter risk category water scarcity is a comprehensive and robust metric as it integrates a total of 7 best available and peer-reviewed datasets covering different aspects of water scarcity as well as different modelling approaches: aridity index, water depletion, baseline water stress, blue water scarcity, available water remaining, drought frequency probability, and projected change in drought occurrence. See the specific risk indicator layers for more details.”
A portfolio analysis has been done, and lastly updated in 2024, to evaluate each asset of the CSRD scope and the study has been extended to the Better Places scope also (details about the perimeters available in section 3.2.1.1.1). As a result, 12 assets have been identified with a water scarcity risk above 3.4 (equivalent to high and very high risks – the same threshold has been used for all the Group). Those assets are the following: La Vaguada (Madrid), Westfield Century City (Los Angeles), Westfield Culver City (Los Angeles region), Westfield Fashion Square (Los Angeles region), Westfield Parquesur (Madrid), Westfield Topanga (Los Angeles region), Westfield Plaza Bonita (San Diego region), Westfield UTC (San Diego), Bonaire (Valencia), Westfield Galleria at Roseville (San Francisco region), Westfield Glòries (Barcelona), and Westfield La Maquinista (Barcelona).
(1) Accessed in June 2024 on the WWF website.
1 2 4 5 6 7 8
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URW water policy addresses the material impact of URW related to water which is the limitation of water consumption of all assets located in areas at water risk. The policy is detailed in the table below:
| Policy and material IROs addressed | Description of key contents of policy | Description of scope of policy or of its exclusions | Description of most senior level in organisation that is accountable for implementation of policy | Disclosure of third-party standards or |
|---|---|---|---|---|
Explanation of the objectives and targets, operational follow-up, budget guidance, dashboards for assets located in water-stressed areas. The policy sets:
The MB and the EC
Based on ISO 14001 and WWF Water Risk Filter
Group Sustainability team, the corporate technical team (PMPS team), the technical local country teams, the asset teams and EU regulations
The policy is for internal purposes only
In addition to URW's water policy, elements regarding product and service design in view of addressing water-related issues are contained within the sustainable construction guidelines of the Group (containing the Group environmental requirements for its development projects) and within the green lease of the Group (containing the environmental clauses for the tenants of its private areas, notably in terms of water consumption).
oceans and seas as the topic is not material to URW activities. In particular, the water policy in place addresses how URW assets update annually their environmental action plan, including a specific section for assets located in areas at water risk. URW has identified its assets located in areas at water risk (water-stressed areas as defined below) and is committed to reducing their water consumption by implementing water reuse solutions in those areas.
Viparis is also committed to reduce water consumption of its venues and preserve it from pollution. To this end, improved monitoring of water consumption and leak detection processes are implemented and completed with investments in drip irrigation, water-saving taps or toilets, rainwater recovering systems (Palais des Congrès de Paris, Pavilion 6 of Paris Expo Porte de Versailles, Hall 3 of Paris le Bourget), and requirements for cleaning suppliers to use products with ecolabels.
Please refer to Section 3.2.2.3.4 Targets related to water and marine resources, and Section 3.2.2.3.2 Policies related to water and marine resources for more information.
URW’s actions to globally reduce its water consumption within its assets are presented below. Within the framework of URW water policy described above, those actions are decided and planned by each asset of the Better Places scope, depending on the local context and technical limits, and followed within the environmental action plan of each asset. Associated budgets for implementation are each year arbitrated in the business plan of the asset.
Within the URW portfolio, the following measures have already been implemented in 2024 or are part of the environmental action plan of the asset to limit water consumption and will be implemented before 2030. Specifically for assets located in water-stressed areas, the water reuse measures listed below are considered a priority and all of those assets have the objective to implement at least 1 measure.
These actions are part of the study each asset from the Better Places scope will perform to limit their water consumption. Specifically for assets located in water-stressed areas, action plans are closely monitored and benefit from a specific follow-up by the Group's corporate technical teams. Each asset is asked to build its water action plan. Details on the implementation and follow-up of the action plans related to water are presented below:
actions/levers are provided by the Group sustainability team or the technical teams. Specific groups of employees are also created to help cascade the information to the asset teams and also to share return of experience and good practices (communities of “referents”);
• Daily, asset technical managers ensure the environmental performance and monitoring of operations and implement the roll-out of the asset environmental action plans. Additional external technical reviews commissioned by technical teams may also be conducted at asset level when a specific expertise is required;
• Budgets are associated to the proposed actions and then included in the asset business plan (reviewed annually by the regional management team). The follow-up of the implementations of the actions is done directly in the global environmental action plan;
• Performance is measured and assessed on a yearly basis by each asset team (using Group reporting tools and specific energy dashboards) and asset teams have access all year round to a live dashboard with their performance; and
• At different levels (asset, country, region and Group), the Group conducts internal environmental performance reviews. These reviews are conducted at least on an annual basis by the teams in charge of environmental topics within the Group. Achievements against targets are reviewed on these occasions. A corrective action plan is implemented in case of deviation.
| Policy and material | IROs addressed | Key actions | Scope | Time horizon | Year of completion | Description | Progress | Resources allocated | Financial resources |
|---|---|---|---|---|---|---|---|---|---|
| Water efficiency policy | Material IRO addressed: • E3-I-1 | See above for a list of actions | Assets located in water-stressed areas | Note: Actions are also implemented for the rest of URW assets | 2015 – 2030 | 2030 Assets located in water-stressed areas must implement water reuse solutions and limit their water consumption | The Group has updated all its environmental action plans in 2024 to reflect |
its ambition in terms of water management
Since 2023, the Group has committed to the following targets on water:
with water reuse solutions by 2025, and 100% of URW’s portfolio by 2030; and
These targets are voluntary and related to both the material impact of URW on water - which is the limitation of water consumption in areas at water risk, and non-material impact regarding the water consumption of assets not located in areas at water risk. The targets apply to all URW locations and are related to URW’s own operations (upstream not included). The targets are not related to water quality or responsible management of marine resources which are not considered as material for URW. Those targets have been defined with external experts on the topic of water to set right level of ambition. External stakeholders involved in setting these objective are real estate players (specifically to set a similar level of ambition). Additionally, ongoing work related to the Science Based targets for Nature ("SBTn") will help in the future years to better complement those targets with additional ones aligned with science expectations and local state of nature.
Water reuse solutions in the context of URW’s targets set out above, can be (but are not limited to) the reuse of rainwater and the reuse of grey water.
As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an understanding of the differences between the different reporting perimeters.
| 2024 | Retail | % of retail assets in water-stressed area with water reuse solutions | 42.9% |
|---|---|---|---|
| % of retail assets with water reuse solutions | 15.5% |
As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an understanding of the differences between the different reporting perimeters.
| 2024 | Retail | % of retail assets in water-stressed area with water reuse solutions | 36.4% |
|---|---|---|---|
| % of retail assets with water reuse solutions | 19.4% |
Water consumption improvement in intensity per footfall compared to 2019 -15.0%
For assets located in these areas, the reuse of water is a priority to limit the consumption of municipal water and this is the reason of the first water-stressed area target is associated with a short timeframe. The second target has the same objective but with a different timeframe for URW’s assets not located in water-stressed areas. The Group prioritises the use of non-drinkable or reused water over drinkable water wherever possible. URW assets collect rainwater and groundwater or greywater on site, which can be used for cleaning and for watering green spaces. Projects are also planned in the environmental actions plans of some of the Group’s assets to increase water reuse, using underground water for cooling towers or extending roof rainwater harvesting systems for landscape areas with additional water tanks.
operating practices and ensure that leaks are detected and repaired rapidly.
The Group also started rolling out water connected submeters with a better level of granularity in order to better monitor water consumption and detect leaks in a more efficient way. Assets also continued to install hourly controlled valves which turn off water supply in some areas outside of the opening hours to reduce leak risks. Additionally, aerators and other low-flow water features are implemented in assets in accordance with BREEAM requirements.
At existing assets, the Group relies on a close cooperation with tenants to reduce water consumption. Green leases (see sub-section “Focus on green leases” in Section 3.2.2.2.5 Policies related to climate change mitigation and adaptation) and tenants’ discussions on site are used to help raise awareness among tenants about water use and to get them on board with water management.
In order to prevent environmental pollution, run-off water collected from car parks is treated before being disposed of through municipal wastewater networks.
The water consumption figures presented in the table below are sourced from direct metre measurements (for surface water, ground water, rainwater and grey water) or from invoices (for municipal water). For some assets in the CSRD scope, consumption data are estimated through ratios (details available in Section 3.4 Appendices). Water consumption data are reported periodically (monthly and/or annually) by each asset’s technical team in the Group reporting tool and then analysed in the Group's water dashboards to efficiently pilot the water performance of the Group. Information about water basin’s water quality are not yet retrieved but the Group is currently working on it through the SBTn work being done in 2024 and 2025.
Water purchased from the district network (municipal water) and water withdrawals from other sources for use in common and private areas of standing assets.
As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an understanding of the differences between the different reporting perimeters.
| Retail | Office | Convention & Exhibition | |
|---|---|---|---|
| 2024 total water consumption (m3) | 3,847,527 | 108,133 | 196,670 |
| of which municipal water (%) | 98.1% | 98.3% | 100% |
| of which rainwater (%) | 0.3% | 0% | 0% |
| of which groundwater (%) | 0.8% | 0% | 0% |
| of which surface water (%) | 0.6% | 0% | 0% |
| of which wastewater from another organisation (grey water) (%) | 0.3% | 1.7% | 0% |
As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an understanding of the differences between the different reporting perimeters.
| Quantity of water | 2024 total water consumption for assets located in water-stressed areas (m3) |
|---|---|
| 983,326 | |
| of which municipal water (%) | 97.9% |
| CSRD SCOPE | As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an understanding of the differences between the different reporting perimeters. |
|---|---|
| Water intensity of standing assets per usage | Retail (Litre/visit) | Offices (Litre/occupant) | Exhibition (Litre/sqm DOCC) |
|---|---|---|---|
| 2024 total | 5.1 | 7.3 | 1.9 |
| Source | Percentage |
|---|---|
| of which rainwater | 0% |
| of which groundwater | 2.1% |
| of which surface water | 0% |
| of which wastewater from another organisation (grey water) | 0% |
208
As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an understanding of the differences between the different reporting perimeters.
| Retail (Litre/visit) | Offices (Litre/occupant) | |
|---|---|---|
| 2024 total | 6.1 | 4.1 |
| 2023 like-for-like | 6.1 | 3.1 |
| 2024 like-for-like | 6.1 | 4.1 |
| 2024/2023 change (%) | 0.0% | 29.7% |
Water reuse in URW portfolio with details for assets located in areas at water risk
As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an understanding of the differences between the different reporting perimeters.
| Quantity of water (m3) | ||||
|---|---|---|---|---|
| 2024 total water recycled and reused (grey water) for URW portfolio | 11,869 | |||
| 2024 total water stored and used (rain water) for URW portfolio | 9,635 | |||
| 2024 total water recycled and reused (grey water) for assets located in water-stressed areas | 331 | |||
| 2024 total water stored and used (rain water) for assets located in water-stressed areas | 364 |
Note: Changes in storage for the total water stored are not known as it is not counted. Rainwater is usually collected in confined tanks so there is no or minimal impact of evaporation (or runoff).
As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an understanding of the differences between the different reporting perimeters.
| Group | Water intensity of standing assets (m3/€ Mn net revenue) | Water consumption of standing assets in (m3) | Gross revenue (equivalent to the Gross Rental Income. See Section 5.1 Consolidated financial statements) (€ Mn) |
|---|---|---|---|
| 1,711 | 4,152,330 | 2,427 |
(1) Gross revenue represents “Gross Rental Income”. See Section 5.1 Consolidated financial statements.
This section outlines URW’s comprehensive approach to addressing biodiversity impacts, dependencies, risks, and opportunities. Only the biodiversity and ecosystem topics related to the development activity (construction of buildings) were identified as material in the context of the CSRD. The process of identifying the impacts, dependencies, risks, and opportunities is described in Section 3.2.2.4.3 Description of processes to identify and assess material biodiversity and ecosystem-related impacts, risks, dependencies and opportunities. The result of the analysis is summarised below:
Those dependencies and IROs have already influenced URW’s strategy, as the following examples demonstrate:
Required for the Group's development projects such as environmental certifications (e.g., LEED, BREEAM), and biodiversity net gain requirement for the Group’s development projects. The environmental performance is also verified at early stages of the design to avoid extra development costs for late incorporation; and
210
URW has started to work on the resilience analysis from the external work performed for the IROs and dependencies analysis. The first results are described below, for each risk identified from the double materiality analysis. Nature-related physical risks and systemic risks have not been identified as producing material impacts for URW (climate-change systemic impacts are covered by the ESRS E1 topics related to climate change). The current SBTn work should complete this analysis in the future years.
| Risk identified | URW’s answer to mitigate the risks – general | URW’s answer to mitigate the risks – specific | Impact evaluation |
|---|---|---|---|
| Transition risk | Development restrictions related to biodiversity preservation: See description of the risk above. |
As a standard approach within URW operations, URW performs biodiversity audits performed by qualified ecologists to assess the local ecosystem and suggest nature-based solutions for their improvements. This practice is led for both development project and standing assets. URW already carries out surveys and performs Environmental Impact Assessment if necessary to anticipate any restrictions for nature-related topics. Discussions with local communities and associations to better understand local needs and expectations are also performed during the design of the project and the project can be adapted to reflect those discussions.
Emerging standards and consumer expectations: See description of the risk above. In 2023, URW committed to implement renaturation projects in its standing portfolio. For the development projects, URW committed to reach biodiversity net gain to improve the level of biodiversity through its project.
Costs of integrating biodiversity into development projects: See description of the risk above. By integrating biodiversity-related topics at the very beginning of the programme (through its Sustainability Brief), URW will limit project cost increases.
The resilience analysis covers URW’s own operations (related to the development of projects including site selection, design, and construction practices) as well as its upstream (related to construction materials) and downstream value chain (considering the long-term ecological impacts of the Group’s developments, including maintenance and operational practices that support biodiversity). This comprehensive approach ensures that we consider the entire life-cycle of the Group's construction projects and their impacts on biodiversity and ecosystems.
The resilience analysis is based on several key assumptions:
These assumptions are supported by trends in environmental policy and market behaviour, as well as scientific research on the importance of biodiversity for ecosystem stability. The time horizons used for this analysis are from 2024 to 2030. Longer time horizons may be used in future updates of the analysis. The stakeholders involved in this study are indirectly the ones from the identifications of the IROs and dependencies.
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
Please see Section 3.2.2.4.3 Description of processes to identify and assess material biodiversity and ecosystem-related impacts, risks, dependencies and opportunities, for more detailed information on the identification process.
Based on the WWF Biodiversity Risk Filter ("BRF") tool(1), the table below lists the material locations and sites within URW's own operations: For URW these are development projects only.
| Dependencies | Impacts |
|---|---|
| Location of the construction site | Scape |
| Physical Risk |
| United Kingdom (2 construction sites) | High | High | Medium | Low | Low | High | High | High | Medium |
|---|---|---|---|---|---|---|---|---|---|
| France (2 construction sites) | High | High | Medium | Medium | Very Low | High | High | High | Medium |
| Germany (1 construction site) | Medium | Medium | Medium | Low | Very Low | High | Very high | High | High |
More details on the definition of each rating and of each of the impacts and dependencies in the table above can be found in the “WWF Biodiversity Risk Filter v2.0 – Indicator Documentation, October 2024” published by the WWF.
For the construction sites located in those countries, they are all located in urban-centric areas, and it is considered that the only impact they could have on biodiversity-sensitive areas would be related to pollution and/or contamination on the environment. Nevertheless, those impacts are always minimised through the implementation of mitigation measures (covered by URW’s Considerate Construction Charter) and should not negatively affect biodiversity-sensitive areas.
In the context of the Group’s development activities, URW has not identified any desertification or soil sealing (soil is either already artificialised or polluted in most of the surfaces where the projects are located). And as a result, there is no identified soil degradation. To URW’s knowledge to date, the development activities of the Group do not affect threatened species.
The evaluation of the Group’s impact and dependencies (performed as a first step of URW’s biodiversity strategy and already published in 2020; The Group’s evaluation of IROs in the context of the CSRD; and The ongoing work led in 2024 with WWF France and external consultants on setting new SBTn for the Group (not finalised in 2024).
The Group led an analysis to identify and evaluate its impacts and dependencies on biodiversity and ecosystems in 2020 in collaboration with external experts and ecologists, in order to focus the Group strategy on appropriate actions. As part of this process, 21 key internal stakeholders from different departments of the Group were individually interviewed to collect information on biodiversity and their expectations for the new Group strategy. The results of this study identified the following impacts and dependencies:
212
(1) According to the 2019 IPBES report.
Very high High Medium high Medium low Low
Those evaluations have been performed on URW's direct operations and upstream value chain, through the following steps:
And finally, URW started to work with WWF France and external biodiversity experts in 2024 in establishing SBTn for the Group, the best-in-class methodology in terms of biodiversity impact management. In this context, URW has already finished the first 2 steps of the SBTn process about the materiality screening (determine the material pressures most likely to require target-setting), the high-impact commodities assessment and the value chain assessment. The scope of the biodiversity materiality URW performed in the context of the SBTn, chosen jointly with external experts, covers both the upstream of the value chain (supply of construction materials) and direct operations (real estate development as a material topic for the CSRD). The downstream value chain has not been integrated in the study as it is for now out of the scope of the SBTn methodology.
Selected URW activities have been screened against the categories of SBTn biodiversity pressures (refined from IPBES pressure category (2019)) and an analysis using the biodiversity risk filter (BRF tool published by the WWF) has been performed to identify and assess the potential impacts on biodiversity and ecosystems for the development projects within URW’s pipeline.
(1) According to the 2019 IPBES report
The WWF BRF study covered:
In addition, the tool has provided URW with:
In conclusion, URW:
URW has sites located in or near biodiversity-sensitive area according to the WWF BRF tool. Nevertheless, the activities led by URW should not negatively affect biodiversity-sensitive areas (as explained in Section 3.2.2.4.3 Description of processes to identify and assess material biodiversity and ecosystem-related impacts, risks, dependencies and opportunities).
In some cases, it is necessary for URW to implement biodiversity mitigation measures, such as those identified in an Environmental Impact Assessment ("EIA") as defined in Article 1(2), point (g), of Directive 2011/92/EU of the European Parliament and of the Council on the assessment of the effects of certain public and private projects on the environment, as it is a prerequisite for obtaining a building permit and commercial planning permission in some countries like France. A public consultation may also be carried out as part of this process.
It is not necessary for URW to implement biodiversity mitigation measures such as those identified in:
The policy in place to manage URW’s material impacts on biodiversity (related to the development projects) for URW is described in the table below.
| Policy and material Impacts addressed | Description of key contents of policy | Description of scope of policy or of its exclusions | Description of most senior level in organisation that is accountable for implementation of policy | Disclosure of third-party standards or initiatives that are respected through implementation of policy | Description of consideration given to interests of key stakeholders in setting policy | Explanation of how policy is made available to potentially affected stakeholders and stakeholders who need to help implement it |
|---|---|---|---|---|---|---|
| Sustainability development guidelines for development projects | Material IROs addressed: • E4-I-1 • E4-I-2 • E4-I-3 | Containing all the requirements linked to the minimum sustainability performance of URW’s development projects including the necessity for projects to reach biodiversity net gain, to limit their resource-use to improve the carbon performance of the project and to perform |
The MB and the EC are overseeing sustainability-related topics, and specifically the CRSO is accountable for the implementation of BREEAM environmental certification for development projects.
Local regulation such as RE2020 in France.
Group Sustainability team, the corporate development and construction teams, development and construction local teams in all Group countries.
The policy is primarily designed for internal teams and shared with contractors involved in its implementation in development projects.
The sustainability development guidelines for development projects policy also addresses the material risks and opportunities identified such as integrating biodiversity in the environmental strategy of the project to meet public and local stakeholders expectations while limiting its cost by doing it at early stage. The policy currently supports traceability of timber used in development projects (and is limiting to it) and does not address social consequences of biodiversity and ecosystems-related impacts.
Further details related to the biodiversity topics within the Sustainability development guidelines for development projects are presented below.
one of the main drivers of biodiversity loss, according to the 2019 IPBES report, is the change in land use. It also showed that real estate companies play a role in this driver due to the artificialisation, degradation and fragmentation of land operated in greenfield projects. In the context of its biodiversity strategy, URW decided to commit to limiting these impacts by aiming to achieve a biodiversity net gain between the state of the site before and after the construction in all large projects.
In order to reach this target, all concerned projects started from 2022 onwards will use the “Biodiversity Metric” methodology, created by the DEFRA. This methodology was created to “calculate a biodiversity baseline and to forecast biodiversity losses and gains (on site or off site) resulting from development or land management changes”, according to DEFRA. The Group will also make its best efforts to apply this target for its ongoing projects where it is possible.
The Biodiversity Metric tool provides an amount of “Biodiversity Units” present on-site before and after modification. This methodology has been used by several real estate companies in the past, it is recognised as reliable and was chosen by the Group for its scientific relevance and its scalability to all the countries in which the Group operates.
With its biodiversity net gain target, URW commits to reach more Biodiversity Units at project delivery than there were before the transformation of the site. In case of loss of Biodiversity Units, the Group will have the possibility to finance compensation projects creating enough Biodiversity Units off-site to raise the project’s balance to a biodiversity net gain. This situation has not materialised since URW set its targets.
Since 2022, all new development projects starting their design include biodiversity net gain as part of their objectives. The requirement has been added in the 2024 update of the sustainability guidelines for development projects.
In addition to the biodiversity net gain target, all large development projects need to implement a biodiversity action plan. This action plan should be made by a qualified ecologist, after the assessment of the characteristics of the local biodiversity. The purpose of this document is to first avoid and reduce all impacts of the project on the local nature, and second to implement on each project a list of Group recommendations like the use of environmentally-certified aggregates for the concrete or bird-friendly designs for the façades.
The new commitments and recommendations for the integration of biodiversity in development projects were integrated in the Group’s design process through the sustainability guidelines.
Some projects also undertake an EIA, which includes an environmental/biodiversity component, as it is a prerequisite for obtaining a building permit and commercial planning permission in some countries like France. A public consultation may also be carried out as part of this process.
Biodiversity is also addressed by the development projects through the “Land Use and Ecology” section in the BREEAM (new development) certification.
Within the sustainability guidelines, the Group also commits in using only certified timber (FSC, PEFC or equivalent) within its development projects.
opportunities are related to the development activities of URW (and not the operations of the standing portfolio), to give a complete picture of URW’s biodiversity strategy, details about URW’s commitments and internal policies related to the operations can be found below, as part of the full transition plan and consideration of biodiversity and ecosystems in URW strategy.
The Group applies a pragmatic approach on biodiversity to its standing assets. Even though most assets are located in dense urban locations, the Group’s sites are committed to retaining and improving local biodiversity. This translates in the implementation in 2022 of biodiversity action plans in all high biodiversity stakes (“HBS”) assets in Europe. Assets are considered HBS if located within 1.5 km from a protected area in Europe. These areas are composed of all the for development projects (management categories I to VI) and Bird Life International (Key Biodiversity Areas) protection areas. These standing assets must appoint a qualified ecologist to assess the on-site biodiversity and propose an adapted action plan to preserve and improve the state of local nature. In the US, biodiversity audits will progressively be deployed in the context of the BREEAM In-Use certification of the US assets.
(1) Europe retail: TIC > €50 Mn or GLA > 10,000 sqm; US retail: TIC > $100 Mn or GLA > 20,000 sqm; Others: TIC > $/€40 Mn.
A list of internal recommendations has also been designed by the Group as part of the biodiversity strategy and suggests actions like turning off building enhancement lights outside opening hours or creating urban meadows in the assets’ green spaces.
In respect to this objective, in 2022, 16 biodiversity audits were organised for the European HBS assets. From 2023 onwards, the actions identified within those action plans are followed in the environmental action plan of the concerned assets.
In addition to the biodiversity action plan, all HBS assets are encouraged to raise tenants’ and visitors’ awareness towards biodiversity. When possible, URW also works on creating “green” spaces, such as green roofs, green walls and green parking lots (greening of part of the parking lots, in particular to limit the waterproofing of these surfaces). The Group also works across its shopping centres to raise awareness among its stakeholders about the importance of biodiversity.
The Group’s BREEAM In-Use certification policy (see Section 3.2.2.1 Environmental details on building environmental certifications) ensures that biodiversity issues are well addressed and promoted to achieve high standards. Once a development project has been built and delivered, the Group’s operating management team, particularly the on-site teams that manage each asset, are responsible for maintaining and monitoring biodiversity. The sustainability team monitors the application of the Group’s biodiversity policy and provides operating teams with the necessary support.
This 2023 commitment has been taken to meet the expectations of both public authorities and visitors to increase the amount of green spaces in dense urban areas. URW targets to increase the level of biodiversity in all of its shopping centres through renaturation projects. Renaturation projects are defined as any project related to the improvement of biodiversity and biophilia in and outside the shopping centres.
To assess the improvement following the implementation of a renaturation project, URW has been working in 2024 with the WWF France and external consultants to support the operational teams in the implementation of the renaturation projects. A guidebook has been produced and a new biodiversity metric has been developed to determine the positive impacts of the renaturation projects on biodiversity and nature and be able to quantitatively demonstrate the impacts and benefits of the projects.
The primary objectives of this guidebook are to:
The key actions and resources in relation to biodiversity and ecosystems material impacts are listed in the table below:
| Policy and material Impacts addressed | Key actions | Scope | Time horizon | Year of completion | Description | Progress | Resources allocated | Financial resources | Sustainability |
|---|---|---|---|---|---|---|---|---|---|
2030 All development projects must include the requirements of the guidelines in their design to secure their environmental performance including ones related to biodiversity. Specific reviews are performed during the key milestones of the design of the development project to verify the alignment of the project with the guidelines.
As stated in the Group climate mitigation plan (details in section 3.2.2.2.2)
In regard to the actions URW implements in its development projects to mitigate the impacts on biodiversity, URW is following the mitigation hierarchy by trying to first avoid the impacts and then minimise the ones which cannot be avoided. In the context of the Group objective related to biodiversity net gain, URW may have to implement compensation or offsets. As of today, URW has not use biodiversity offsets in its action plans as there is no artificialisation caused by its development activities. As part of the Group biodiversity strategy, plants and trees incorporated in the development projects need to be chosen among the local species.
In the context of URW's net zero targets and biodiversity strategy, the Group has invested in 2 initiatives (see Section 3.2.2.2.10 GHG removals and GHG mitigation projects financed through carbon credits) to protect and restore biodiversity at scale:
While the WWF France Nature Impact Fund is dedicated to the restoration of French forests, the Climate Fund for Nature managed by Mirova finances nature-based projects around the world. Nature-based carbon removal projects financed through this fund help to improve biodiversity in several ways. By restoring degraded habitats and increasing the area and connectivity of natural landscapes, the projects can enhance the survival and reproduction of native species, as well as prevent or reduce the invasion of alien species. By improving soil health and water quality, the projects can support the productivity and resilience of ecosystems and their inhabitants. By involving local communities and stakeholders in the design and management of the projects, the projects can also foster social and cultural values related to biodiversity conservation and sustainable use.
A small portion of Mirova's nature-based projects is dedicated to the protection of existing forests, particularly against deforestation. Further details about those projects are available publicly on the WWF France and Mirova websites.
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
The Group’s target related to the material impacts of the Group on biodiversity and ecosystems is the following, along with an internal lever also tracked by the Group:
These Group commitments are closely followed and monitored each year. For the current objectives, no specific ecological thresholds and/or allocations of impacts for URW have been applied when setting those. These targets are aligned with the Kunming-Montreal Global Biodiversity Framework, and directly relate to the material impacts identified by URW in the double materiality assessment as they will help gain biodiversity for URW development projects, reduce the use of natural resources and prevent loss of biodiversity. These targets are applicable for all URW’s geographies. URW follows the mitigation hierarchy and as a last resort can use offsets for its biodiversity net gain target, although this has not been the case so far. These targets mainly apply to the following layers of the mitigation hierarchy: avoidance, minimisation, restoration and rehabilitation.
URW has started the work on SBTn in 2024 and may set new targets related to biodiversity in this context in the course of 2025.
In addition, the Group includes in its sustainability guidelines for development projects (for the concerned projects under category 7.1) the requirements related to the Do No Significant Harm (“DNSH”) criteria for biodiversity within the EU Taxonomy regulation.
Additionally, and for informational purposes only, the Group also set a target for its standing portfolio and an internal lever to reach this target:
1 2 4 5 6 7 8CHAPTER 3
The table below contains the performance of the reporting year against the Group’s objective:
| URW targets related to material impacts | 2024 performance |
|---|---|
| Target: 100% of new development projects to achieve a biodiversity net gain | 100% |
| Internal lever: 100% of development projects to implement a biodiversity action plan | 100% |
| URW targets for non-material impacts | 2024 performance |
|---|---|
| Target: 100% of standing assets to implement renaturation projects by 2030 | Renaturation guide defined in 2024 |
| Implementation of renaturation projects planned for 2026 | |
| Internal lever: 100% of standing assets with high biodiversity stakes to implement a biodiversity action plan | 100% |
Following the assessment detailed in Section 3.2.2.4.3 Description of processes to identify and assess material biodiversity and ecosystem-related impacts, risks, dependencies and opportunities, URW’s construction sites are not negatively affecting biodiversity-sensitive areas. As a result, 4 development projects (representing 2.6 ha of ground surface area) are located within a 15 km buffer around a key biodiversity area and 1 project (representing 6.4 ha of ground surface area) potentially overlaps with a key biodiversity area (the assessment unit being between 10% and 50% overlapping a key biodiversity area).
Within the SBTn work, URW studied its contribution to land use change, among other pressures, which comes almost entirely from the raw materials used in its development projects (the development projects themselves do not convert natural land as there is no artificialisation). A modelling of the raw material used for the development projects has been done using life-cycle analysis of several development projects to model the total impact per biodiversity loss driver of the construction materials sourcing for a given year (based on 2023 data). The result of this analysis is presented below.
URW will continue its SBTn evaluation in 2025.
| 0% | 20% | 10% | 30% | 50% | 70% | 90% | 40% | 60% | 80% | 100% |
|---|---|---|---|---|---|---|---|---|---|---|
| Concrete | Steel | Gravel | Asphalt | Aluminium | Wood | Glass | Other | Copper | Land occupation |
| (m²a crop eq) | STEEL | WOOD | CONCRETE | STEEL |
|---|---|---|---|---|
| Water consumption | (m3) | CONCRETE | STEEL | |
| Climate change | (tCO2e) | ALUMINIUM | STEEL | COPPER |
| Freshwater eutrophication | (kgPeq) | STEEL | ||
| Marine eutrophication | (kgNeq) | ALUMINIUM | ALUMINIUM |
Please see Section 3.2.1.4.1 Description of the process to identify and assess material impacts, risks and opportunities, and Section 6.1.2 Group Enterprise Risk Management framework, respectively for more detailed information on the double materiality analysis and the risk identification process.
The material IROs for resource use and circular economy are related to the topics of the consumption of raw materials for the development projects and the waste management of the standing assets and are detailed in Section 3.2.1.4.2 Disclosure requirements in ESRS covered by the undertaking’s Sustainability Statement.
The policies in place in relation to resource use and circular economy are listed in the table below. The Circular Economy Framework specifically addressed both topics transitioning away from use of virgin resources, including relative increases in use of secondary (recycled) resources and the sustainable sourcing and use of renewable resources, both topics in the context of development projects. This is addressed through guidance to integrate in the design of the projects the circular economy principles URW has built (further details below).
The sustainability guidelines for development projects then require the projects to specifically implement circular economy principles contained within the Circular Economy Framework.
| Policy and material IROs addressed | Description of key contents of policy (further details given below the table) | Description of scope of policy or of its exclusions | Description of most senior level in organisation that is accountable for implementation of policy | Disclosure of third-party standards or initiatives that are respected through implementation of policy | Description of consideration given to interests of key stakeholders in setting policy |
|---|---|---|---|---|---|
Include sustainability requirements in all stages of the asset life-cycle
The MB and the EC are overseeing sustainability-related topics, and specifically the CRSO is accountable for the implementation
Based on ISO 14001
Group sustainability team, the corporate technical team (PMPS team), the asset management teams, the technical and development local country teams and the asset teams
The policy is for internal purposes only
The policy's general purpose is to establish the minimum environmental performance for each development project to reach the objectives set by the Group (including the objective related to embodied carbon emissions).
The MB and the EC are overseeing sustainability-related topics, and specifically the CRSO is accountable for the implementation of BREEAM environmental certification for development projects.
Local regulation such as RE2020 in France.
The policy is primarily designed for internal teams and shared with contractors involved in its implementation in development projects.
1 2 4 5 6 7 8
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| Description of key contents of policy (further details given below the table) | Description of scope of policy or of its exclusions | Description of most senior level in organisation that is |
|---|---|---|
Accountable for implementation of policy.
Disclosure of third-party standards or initiatives that are respected through implementation of policy.
Description of consideration given to interests of key stakeholders in setting policy.
Explanation of how policy is made available to potentially affected stakeholders and stakeholders who need to help implement it.
Circular Economy Framework (as part of the sustainability guidelines ecosystem).
Include the key concepts of circular economy for the development projects, split in 3 themes (circular design, sustainable sourcing and resource management).
The MB and the EC are overseeing sustainability-related topics, and specifically the CRSO is accountable for the implementation.
The policy is for internal purposes only
Include the waste management framework, best practices and KPIs related to waste management in the EU
European standing assets falling within the Better Places scope
The MB and the EC are overseeing sustainability-related topics, and specifically the CRSO is accountable for the implementation
The policy is for internal purposes only
As the material topics for the Group are split between the consumption of raw materials for the development projects and the waste management for the standing assets, the sections below have been split accordingly.
In 2024, the sustainability guidelines for development projects were updated in collaboration with the development teams (using their feedback on the last 4 years using the guidelines). The sustainability guidelines form a comprehensive policy which integrates several components:
containing all the technical specifications to integrate in the design of the projects.
The following appendices are also part of the sustainability guidelines:
The sustainability guidelines apply to new developments and extension and renovation projects Group-wide. It sets minimum requirements applicable to major projects1.
Requirements include, among others:
1 Europe retail: TIC > €50 Mn or GLA > 10,000 sqm; US retail: TIC > $100 Mn or GLA > 20,000 sqm; Others: TIC > $/€40 Mn.
• Minimum environmental certification level (covering the construction or refurbishment) to obtain BREEAM “Excellent” for projects in Europe or LEED "Gold" in the US, for the scope of works;
• Undertake a feasibility assessment of bio-sourced materials for structural elements;
• Undertake a long-term climate risks analysis, while minimising resource use and maintaining user comfort;
• Integrate circular economy “concepts” from the Group’s Circular Economy Framework, based on a technical economic study; and
• Alignment with new EU Taxonomy criteria for the Group’s construction projects (new development and refurbishment).
The specific requirements of the sustainability guidelines for developments projects can be adapted if needed (adaptation and validation are shared and validated with the Group Sustainability team) depending on the projects local context or technical specifications, but the level of ambition should be kept.
During the design phase of the project, sustainability reviews gathering the project’s development team, the sustainability team and the CRSO are conducted:
• To ensure all projects are working on their own sustainability strategy;
• To ensure that all the minimum requirements of the Sustainability Brief are included in the project brief; and
• To study variants to improve the environmental performance of the project in line with Better Places objectives.
A specific assessment tool has been created internally to track and ensure that specific requirements are handled by project teams at the project phase.
As part of its commitment to reducing its construction carbon footprint by -35% between 2015 and 2030, the Group focuses on the choice and use of the materials for its development projects. URW has identified levers to meet its carbon reduction objectives, these are detailed in the sub-section "Focus on reducing emissions from construction of -35% by 2030", in Section 3.2.2.5.4.
Details on the Circular Economy Framework for development projects
In answer to this commitment, a specific chapter related to circular economy and how to “integrate circular economy ‘concepts’ from the Group Circular Economy Framework, based on a technical economic study” is integrated in the Group’s Sustainability guidelines, and is closely monitored during project reviews among other topics.
The Group Circular Economy Framework aims at integrating circular economy concepts in the design of URW’s development projects. Circular economy requirements are part of the sustainability guidelines for the development projects and in this context all development projects must integrate concepts from the framework, selecting the ones that will make the most sense for each development project. This practical framework allows the teams to better understand and apply the right circular economy solution for their projects.
The total volume of waste generated in a building, whatever its use, is mostly dependent on the level of activity of the tenants, i.e. sales for shopping centres and occupancy for office buildings. This means that the Group has a limited impact on the total volume of waste generated on site. Nevertheless, the Group implement waste management efficiency measures, such as:
URW is committed to ensuring responsibility in its upstream supply chain (development activities).
The sustainability guidelines for development projects and the appendix of the Considerate Construction Charter both specify that 100% of timber used in development, extension and renovation projects must be from certified, sustainably-managed forests with FSC or PEFC certification. Additionally, as part of the certification process (prerequisite for BREEAM and optional for LEED), the sourcing of wood used during construction is verified and validated.
The sustainability guidelines for development projects requirements have been designed by the Group’s Sustainability team to be implemented in tender documents for construction projects. Also, in all its European contracts, the development and construction teams requires from the contractors a commitment to give their best efforts to reduce the carbon footprint of the project.
These measures, as described in the waste management policy, follow the principles of the waste hierarchy: Avoid the production of waste (prevention), sort and prepare for reuse when possible and if not possible, prepare for recycling and finally, for the remaining waste, consider energy recovery or other treatments.
Details on URW’s waste management actions, can be found in Section 3.2.2.5.3 Actions and resources related to resource use and circular economy.
The actions and resources in place in relation to resource use and circular economy are listed in the table below and in the paragraphs below for more details.
| Policy and material IROs addressed | Key actions | Scope | Time horizon | Year of completion | Description | Progress | Resources allocated | Financial resources |
|---|---|---|---|---|---|---|---|---|
| Sustainability guidelines for development projects and, the Circular Economy Framework (as part of the sustainability guidelines ecosystem) | Integrate sustainability-related requirements in the design of the projects to secure their environmental performance and integrate circular economy principles in the design of the development projects. | All Group development |
2030 All development projects must include the requirements of the guidelines in their design to secure their environmental performance including specific ones within the Circular Economy Framework.
A limited increase of URW construction costs (< 10%) is expected to reach the Group’s targets.
project with a total construction cost of €100 Mn, the maximum CAPEX estimated to meet all the sustainability requirements is €10 Mn.
| Key actions | Scope | Time horizon | Year of completion | Description | Progress | Resources allocated | Financial resources |
|---|---|---|---|---|---|---|---|
| Find the circular economy concepts to apply to the development projects depending on the intrinsic characteristics of the projects. | Waste management Policy | Material IROs addressed: | Reduce the overall consumption of raw materials to aim for the best embodied carbon performance. Favour reused or recycled materials. | ||||
| The Environmental Management System (EMS) gives the framework to implement the requirements in the design of the projects (see details below) | |||||||
| Trainings of the development teams to improve the overall knowledge on the application of the sustainability guidelines for development projects. |
EU standing assets from the Better Places Scope only 2015 – 2030
2030 Includes the waste management framework, best practices and KPIs related to waste management in the shopping centres
Each asset prepares the budget related to waste efficiency and includes actions in the business plan of the asset. CAPEX is part of the overall maintenance CAPEX plan of the asset (average of €90 Mn per year for EU assets).
Details about the actions deployed are given in the below sections.
identify low-carbon alternatives if they exist (such as low-carbon concrete which is systematically studied). When it is feasible for the structural elements, the use of wood in URW’s development projects is studied to both reduce the embodied carbon emissions of projects and increase the carbon sinks through the lifetime of the projects thanks to the wood’s capability to store CO2 (following the principle of the French Label bas Carbone methodology for buildings, published in 2022).
URW integrates requirements related to circular economy in its sustainability guidelines for development projects to reduce the consumption of raw materials from the design stage to the demolition and comply with the Construction & Demolition Waste Management Protocol disclosed by the EU.
URW also integrates circular principles in its operators' and developers' activities by favouring refurbishment (maintain as much as possible the existing building and extend its lifetime), integrating systematically circular economy concepts, during the design phase (use of reused materials, favour repairability during the operational phase and disassembly for later reuse of the building materials) and by having strong ambition related to the construction and the demolition of waste (preparing for reuse or recycling for at least 90% of waste generated).
All the information and advice to achieve these ambitions is directly integrated into the Circular Economy Framework, appendix of the sustainability guidelines.
URW designs, improves and follows-up the sustainability performance of its development projects following the principles of its environmental management system (“EMS”) and the sustainability guidelines, ensuring that all development projects, whatever their size or type, are designed in a sustainable way (according to the requirements within the guidelines) in the long term and in accordance with the Group sustainability strategy in order to minimise their environmental impact.
While the EMS gives the general process for the teams to follow, the sustainability guidelines contain the technical requirements for the projects to implement in their design.
For each project, the EMS covers all 4 stages of the development process and involves several departments, notably Development, Security, Technical, Operations, Leasing and on-site shopping centre management teams:
As part of the EMS, a Group-wide community of “Sustainability Champions” in the development teams was created in 2019 to ensure best practice sharing across countries related to sustainability applied to development projects. Participants are part of the development or construction teams on a voluntary basis. The community is animated by the Group Sustainability team. The animation around sustainability objectives is key to raise awareness and step-up the level of knowledge on environmental topics of those teams. Regular technical trainings are also given by the sustainability team to guide the development and construction teams in how to better incorporate sustainability features within their projects (on circular economy, improvement of the embodied carbon performance or EU Taxonomy criteria for instance).
Suitable waste segregation facilities are in place in all assets and most assets are equipped with specific sorting facilities and treatment solutions for organic waste, which represents a significant share of the total amount of waste generated by the Group.
Tenants are regularly informed and made aware of local on-site waste management policies (content of which aligns with the Group waste management policy but adapted to the local context of the asset) and processes, and of the importance of sorting waste, through tenants’ on-site discussions or the communication of site-level waste sorting guidelines. Both supplier purchasing contracts and tenant green leases establish the minimum requirements to be met for waste sorting and recycling. Additionally, tenants’ awareness raising includes updating and adding signage on waste bins, sharing best practices, highlighting the importance of properly sorting material, and outlining the legal requirements associated with the waste management programme. For example:
Sustainability
In some shopping centres, tenants are also being incentivised through the implementation of individual reinvoicing of waste charges (for waste managed by URW). An increasing number of shopping centres are equipped with an advanced waste management system, which consists of weighing the waste of each tenant separately to invoice them on the actual tonnage they generate. This encourages better waste sorting, enabling tenants to reduce the tonnage of residual waste for which the final disposal is more expensive. This system contributes efficiently to improving the asset’s recycling rate.
In Europe, waste management service providers must monitor and submit a monthly progress report, with details of tonnages collected by type of waste and recycling percentages achieved. Furthermore, they are asked to regularly submit a waste management improvement plan or propose available opportunities, such as upgrades in material recovery facilities, or modified equipment when the tenant mix changes to site management teams, to ensure the efficient management of each location’s waste streams. Shopping centre technical managers meet with waste management service providers on a frequent basis to monitor progress and performance. The waste solution providers’ remits, however, extend beyond just management and reporting, also focusing heavily on tenant engagement and communications.
On-site innovative waste treatment solutions are also installed in several of the Group’s assets to increase the amount of valorised waste and reduce waste management costs, such as food-digesters. For example, in URW’s assets in the UK, a food digester converts food waste, without bacteria, additives or water, into a virtually odour-free, much reduced quantity of residual material which can then be used on-site by URW’s teams as compost.
The Group also renegotiates waste service providers contracts, and at the same time integrates requirements for higher rates of recycling and 0% waste to landfill in the tenders. For example, this has been the case for the last contracts signed in Spain and France. In addition, reverse vending machines available to visitors have been tested in the UK to foster recycling of coffee cups and other small food packaging.
The target below aims to reduce the raw material consumption using the carbon impact of the overall development project as a proxy to be more operational and concrete to the teams, in relation with the IROs identified (E5-I-1, E5-I-2, E5-R-1, E5-O-1, E5-O-2, E5-O-3, E5-O-4 and E5-O-5). The target is not referring to waste hierarchy but is about the concepts of eco-design, waste as a resource though the use of reused or recycled materials to minimise the carbon footprint of the development projects. The target is applicable to the development projects within the CSRD scope:
Further details about this target, including the baseline values, can be found in Section 3.2.2.2.2 Transition plan for climate change mitigation. URW has also set as an internal objective, seen as a lever to reach the carbon reduction target, that 100% of its development projects incorporate circular economy solutions (see details above).
The targets set relate to resource inflows, precisely the materials used for the development projects, and, more specifically to:
The targets are followed each year to track the effectiveness of the related actions by the corporate technical teams and the Group Sustainability team during annual sustainability performance reviews using asset level data collected during the years (waste volumes and treatments on one side and LCA on the other side for the development projects). The overall progress towards these targets is presented in URW Sustainability Scorecard (in section 3.1) which is publicly available in URW website and within this Universal Registration Document. To set these targets, URW has worked with external experts on the topic to secure the right level of ambition. The targets presented above are voluntary and not required by legislation for all regions where URW operates.
| Baseline Year and performance | 2024 performance |
|---|---|
| Zero waste (0 ton) to landfill by 2025 (1) | 2018 |
| 37.0% | 22.9% (Group) |
| 3.3% (EU) | |
| 65.8% (US) | |
| Engage tenants into reducing waste (managed by URW) by -15% by 2030 from a 2019 baseline | 2019 |
| -8.1% | |
| Reach 70% recycling rate by 2030 | 2022 |
| 40.7% | 47.2% |
(1) URW has set the objective of achieving zero waste to landfill by 2025. While the Group is on track to meet this target in Europe, the Group anticipates that achieving this goal in the US will take additional time, with a revised plan currently being designed for the US context. This adjustment reflects the unique challenges and regulatory landscape in the US on this topic.
The targets set relate to resource outflows and more specifically to the waste management, including preparation for proper treatment.
For URW activities, the resource inflows related to the material impacts are about the raw material consumption for the construction of the development projects (see Section 3.2.1.4.2 Disclosure requirements in ESRS covered by the undertaking’s Sustainability Statement). The raw material consumption for the development activities is located within the Group’s value chain as the materials are procured by the construction companies and not by URW directly.
In 2024, URW has conducted an analysis of the raw material consumptions generated by its development project activities, using LCA of buildings to obtain details about the quantities. This analysis has been made by external experts in the context of the SBTn, to better understand the biodiversity-related pressures the development activities are responsible for regarding construction materials. More details about this analysis will be published next year when the SBTn certification is more advanced.
As a result of this analysis, the main raw materials (in weight) and associated process materials used by URW for its construction activities are the following: concrete, steel, crushed stones, asphalt, gravel, sand, and wood. Those 7 materials represent 99% of the calculated materials used for the development projects, on average.
Besides the “packaging” (of construction materials), this topic has not been evaluated as material for the Group in the context of raw materials for development projects. The resources of water, property, plant and equipment have also not been evaluated as a material topic for the Group’s own operations or value chain. URW does not directly procure rare earth for its direct operations (rare earth can still be found in batteries and/or other equipment’s present in URW assets but it remains non-material).
| 2024 | Overall total weight of materials used for development projects (in tonnes) |
|---|---|
| 215,653 |
% of biological materials 1.2%
% of secondary reused or recycled materials 7.1%
Absolute weight of secondary reused or recycled materials (in tonnes) 15,348
To calculate and evaluate the impact of its construction projects, URW uses LCAs which are regularly updated during the different design stages of the project with precise assumptions on quantities and material’s specification.
For URW activities, the resource outflows related to the material impacts are the waste streams from operating buildings, and particularly the shopping centres (for details see Section 3.2.1.4.2 Disclosure requirements in ESRS covered by the undertaking’s Sustainability Statement and section 3.2.1.3.3).
Beyond this material impact, another of URW’s outflows are the buildings URW builds, renovates or extends and which can be considered a key product in the context of the CSRD. The following details about the projects are given on a voluntary basis.
These buildings are designed according to circular economy principles (from the Circular Economy Framework) integrated within their design through the sustainability guidelines for development projects (for more details see Section 3.2.2.5.2.1).
URW defined minimum requirements for its major development projects when it comes to circularity, including the below examples:
with the EU Taxonomy requirements and ISO 20887. The percentage of recycled content at building level is detailed in Section 3.2.2.5.5 Resource inflows. Besides the “packaging” topic has not been evaluated as material for the Group.
URW’s waste reduction and waste management strategies are detailed in Section 3.2.2.5.2.2.
(1) All quantities in the tables below are waste from URW‘s own operations, meaning waste for which URW has a direct control and their management responsibility through a waste management contract (on the perimeter of its standing assets portfolio according to the materiality analysis). This does not include waste managed directly by sub-contractors such as maintenance waste or waste generated by tenants which have a specific waste management contract for their unit. As a result, the only hazardous waste which could be generated in URW’s assets are related to electrical and electronic equipment managed directly by URW. All other hazardous waste would be managed directly by the maintenance contractors (or other subcontractors) who are then responsible for it.
As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an understanding of the differences between the different reporting perimeters.
| Total amount of waste generated (in tonnes) | 78,711 |
|---|---|
| Total amount of hazardous waste generated (in tonnes) | 95 |
| Total amount diverted from disposal (in tonnes) | 42,943 |
| Amount diverted from disposal – Preparation for reuse | 1,358 |
| Amount diverted from disposal – Recycling | 38,433 |
| Amount diverted from disposal – Other recovery operations | 3,151 |
| Total amount directed to disposal | 35,768 |
| Amount directed to disposal – Incineration | 24,291 |
| Amount directed to disposal – Landfill | 11,477 |
| Amount directed to disposal –(in tonnes) Other disposal operations | 0 |
| Total amount of non-recycled waste (in tonnes) | 40,278 |
| Total percentage of non-recycled waste (in tonnes) | 51.2% |
As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an understanding of the differences between the different reporting perimeters.
| Total amount of waste generated (in tonnes) | 104,630 |
|---|---|
| Total amount directed to landfill (in tonnes) | 23,959 |
| Total percentage directed to landfill | 22.9% |
| Total amount of recycled waste (in tonnes) | 49,400 |
| Total percentage of recycled waste | 47.2% |
As defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement, with a detailed description of this scope and an understanding of the differences between the different reporting perimeters.
| Total amount of waste generated (in tonnes) | 78,711 |
|---|---|
| Total amount of cardboard | 19,150 |
| Total amount of wood (pallet) | 1,668 |
| Total amount of mixed waste (ordinary industrial waste) | 34,451 |
| Total amount of glass | 2,377 |
| Total amount of organic bio-waste | 7,339 |
| Total amount of cooking oil | 355 |
| Total amount of green waste | 50 |
| Total amount of bulky waste | 735 |
| Total amount of plastic | 2,182 |
| Total amount of metal | 485 |
| Total amount of hazardous waste (mainly composed of electrical and electronic waste) | 95 |
| Total amount of sweeping sludge | 278 |
| Total amount of construction waste | 857 |
| Total amount of other waste | 8,689 |
Within URW operations, the following types of waste can be generated and are reported by each asset on a monthly or annually basis: cardboard, wood (pallet), mixed waste (ordinary industrial waste), glass, organic bio-waste, cooking oil, green waste, bulky waste, plastic, metal and waste from electrical and electronic equipment.
URW doesn’t produce any radioactive product from its own operation.
Since January 1, 2021, URW has been subject to the EU Environmental Taxonomy Regulation 2020/852 (the “EU Taxonomy”). The EU Taxonomy introduces a unified classification system to determine the sustainability level of investments, in order to drive capital towards financing the EU environmental transition. The sustainability of a financial vehicle is determined by the share of sustainable economic activities it finances in its portfolio. Consequently, all economic activities listed in the scope of the EU Taxonomy (i.e. “eligible” activities) are to be screened for their environmental impacts, based on the environmental criteria (“Technical Screening Criteria” (“TSC”)) defined in the EU Taxonomy Delegated Acts.
To be considered environmentally sustainable, an economic activity has to substantially contribute to at least 1 out of the 6 following “environmental objectives”, while not causing harm to the others and complying with “minimal safeguards” related social and ethical standards:
As a real estate player, URW is committed to meeting the requirements set by this new EU Taxonomy and improving its performance in the coming years to contribute to the EU environmental transition. As a developer and operator of assets, URW’s main eligible activities can be split into the following 2 categories:
In addition to the above categories, URW purchases equipment and services relating to the following categories, that enable its activities to reduce their GHG emissions:
These activities, qualified as “individual measures”, are further described in the paragraph “Individual measures” of Section 3.2.2.6.4 URW share of aligned activities.
The Commission Delegated Regulation (EU) 2021/2178 of July 6, 2021, supplementing the EU Taxonomy specifies the scope, methodology and disclosure requirements for financial and non-financial undertakings concerning the proportion of environmentally sustainable economic activities in their business, investments or lending activities. The work done by URW to establish its eligibility and align its KPIs is based on this regulation, and the associated methodology is presented hereafter.
As the first step of the EU Taxonomy application, companies are to determine which of their activities are “eligible”, i.e. covered by the EU Taxonomy Delegated Acts. Three KPIs are disclosed to that end: the share of eligible activities in the Company’s turnover, CAPEX and:
230
| Turnover (k€) | Eligible activities | Non-eligible activities | Total |
|---|---|---|---|
| Gross rental income (“GRI”) | 2,348,703 | 78,242 | 2,426,945 |
| Service charge income | 394,571 | 0 | 394,571 |
| Property development and project management revenue | 72,656 | 0 | 72,656 |
| Property services and other activities revenues | 0 | 361,875 | 361,875 |
| Total turnover | 2,815,929 | 440,117 | 3,256,046 |
| % Total turnover | 86.5% | 13.5% | 100% |
| % Turnover excluding service charge income | 84.6% | 15.4% | 100% |
Eligible activities
| CAPEX on investment properties | 1,336,179 | 14,073 | 1,350,252 |
|---|---|---|---|
| Scope movements on investment properties | 515,476 | 0 | 515,476 |
| CAPEX on tangible assets | 0 | 27,628 | 27,628 |
| CAPEX on intangible assets | 0 | 13,349 | 13,349 |
| Total | 1,851,655 | 55,050 | 1,906,705 |
| % CAPEX | 97.1% | 2.9% | 100% |
| Eligible activities | Non-eligible activities | Total |
|---|---|---|
| % OPEX |
The relative decrease of the eligible gross rental income compared with 2023 is linked to the faster rise in non-eligible revenues due to the positive impact of the Olympic Games.
The increase of eligible CAPEX is mainly due to changes in the scope of consolidation of investment properties, and in particular to the acquisition of the remaining 50% stake in the two shopping centres Westfield Montgomery and CH Ursynów.
Allocation rules to the denominators
The Delegated Regulation requires reported OPEX in the denominator to be limited to costs related to building renovation, maintenance and repair, short-term lease, and research and development. URW’s OPEX are consolidated in different categories than the ones defined in the scope of this regulation. For this reason, calculating total OPEX required a bottom-up approach that was not based on consolidated financial statements:
- - URW identified the eligible OPEX categories from its annual country/asset level budgets in which analytical breakdowns of operational costs are available;
- 4 OPEX categories were selected in the denominator scope: Total OPEX = OPEX on cleaning + OPEX on maintenance + OPEX on vertical transportation + works OPEX (1); and
- OPEX were reported applying similar consolidation rules as for turnover and CAPEX: looking at assets fully consolidated in financial statements and reporting KPIs based on IFRS bases (not under proportionate consolidation).
and other activities expenses + administrative expenses.
• To determine the eligible share of turnover (numerator), a screening of URW revenue categories has been performed according to the Delegated Acts’ qualitative definitions of activities covered: among the revenue categories listed above, only gross rental income (“GRI”) (revenues from acquisition and ownership of buildings) and revenues from property development and project management (revenues from construction of new buildings) are considered eligible to the EU Taxonomy. Revenues from property services and other activities (mainly linked to property management services and services provided by the Viparis entity) are excluded from the eligibility scope;
(1) This OPEX category includes a non-significant amount of expenses linked to various assignment fees, among which audits (e.g. energy, sprinklers), environmental certification and H&S-specific assistance, which are not included in the scope of costs addressed in the Delegated Regulation.
• To determine the eligible share of CAPEX (numerator), a screening of URW investment categories has been performed according to the Delegated Acts’ qualitative definitions of activities covered: among the investment categories listed above, only CAPEX on investment properties and scope movements on investment properties are considered eligible for the EU Taxonomy. CAPEX on furniture and intangible assets are excluded from the eligibility scope; and
• The last step for calculating the turnover, CAPEX and OPEX numerators has been to identify, among all URW activities, asset types or legal entities that would not be considered in the Delegated Acts’ scopes. All of URW activities are included in the eligibility numerators except for the Airports activity in the US, on the grounds that URW only operates some very specific areas in these assets (shops in terminals) and does not manage the whole buildings. As a result, turnover and CAPEX associated to the US Airports activities have been excluded from the numerators of URW EU Taxonomy-eligible activities.
The second part of the EU Taxonomy application consists of the screening and disclosure of the share of environmentally sustainable or “aligned” activities. 3 KPIs are to be disclosed to that end: the share of aligned activities in the Company’s turnover, CAPEX and OPEX.
Taxonomy alignment figures calculated in accordance with the templates set by the European Commission: based on total activity (including non-eligible activities) and including service charge income lines, in compliance with the IFRS accounting standard, are presented below.
| Proportion of Turnover/Total Turnover (2024) | Taxonomy-eligible per objective | Taxonomy-aligned per objective |
|---|---|---|
| CCM | 86.5% | 50.3% |
| CCA | 0% | 0% |
| WTR | 0% | 0% |
| CE | 0% | 0% |
| PPC | 0% | 0% |
| BIO | 0% | 0% |
| Proportion of CapEx/Total CapEx (2024) | Taxonomy-eligible per objective | Taxonomy-aligned per objective |
|---|---|---|
| CCM | 97.1% | 64.4% |
| CCA | 0% | 0% |
| WTR | 0% | 0% |
| CE | 0% | 0% |
| PPC | 0% | 0% |
| BIO | 0% | 0% |
Minimal Impact of Taxonomy Eligible OPEX
from which 5% of net amounts are deducted as taxonomy eligible OPEX. This minimal percentage highlights the non-significant impact of these expenses on the overall financial performance and reporting.
(a) The Code constitutes the abbreviation of the relevant objective to which the economic activity is eligible to make a substantial contribution, as well as the Section number of the activity in the relevant Annex covering the objective, i.e.:
| TURNOVER Codes | (a) | (2) Turnover | (3) k EUR | Proportion of turnover | (4) % | Substantial contribution criteria DNSH criteria (Do No Significant Harm) | Minimum safeguards (17) | Y/N | Taxonomy aligned proportion of turnover |
|---|---|---|---|---|---|---|---|---|---|
| Category | Enabling Activity | Transitional Activity |
|---|---|---|
| Climate Change Mitigation | Y; N; N/EL | |
| Climate Change Adaptation | Y; N; N/EL | |
| Water | Y; N; N/EL | |
| Pollution | Y; N; N/EL | |
| Circular Economy | Y; N; N/EL | |
| Biodiversity | Y; N; N/EL | |
| Climate Change Mitigation | Y/N | |
| Climate Change Adaptation | Y/N | |
| Water | Y/N | |
| Pollution | Y/N | |
| Circular Economy | Y/N | |
| Biodiversity | Y/N |
| Acquisition and ownership of buildings | CCM7.7 | 1,639,186 | 50.3% | Y | N/EL | N/EL | N/EL | N/EL | N/ELY | Y | Y | YY | Y | Y | 50.3% | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1) | 1,639,186 | 50.3% | 50.3% | 0% | 0% | 0% | 0% | 0% | Y | Y | Y | YY | Y | Y | 50.3% | |
| of which Enabling | 0 | 0% | 0% | 0% | 0% | 0% | 0% | N/A | ||||||||
| of which Transitional | 0 | 0% | N/A |
| Acquisition and ownership of buildings | CCM7.7 | 1,176,743 | 36.1% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |
|---|---|---|---|---|---|---|---|---|---|
| Turnover of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) | 1,176,743 | 36.1% | 36.1% | 0% | 0% | 0% | 0% |
| 2,815,929 | 86.5% | 86.5% | 0% | 0% | 0% | 0% | 0% |
|---|---|---|---|---|---|---|---|
| Turnover of Taxonomy non-eligible activities | 440,117 | 13.5% |
|---|---|---|
| 3,256,046 | 100.0% |
|---|---|
| CAPEX Codes | (a) | (2) | CAPEX | (3) | k EUR | Proportion of CAPEX | (4) | % | Substantial contribution criteria | DNSH criteria (Do No Significant Harm) | Minimum safeguards | (17) | Y/N | Taxonomy aligned proportion of CAPEX, year N-1 | (18) | % | Category enabling activity | (19) | E | Category transitional |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Climate change mitigation | (5) | Y; N; N/EL |
|---|---|---|
| Climate change adaptation | (6) | Y; N; N/EL |
| Water | (7) | Y; N; N/EL |
| Pollution | (8) | Y; N; N/EL |
| Circular economy | (9) | Y; N; N/EL |
| Biodiversity | (10) | Y; N; N/EL |
| Climate change mitigation | (11) | Y/N |
| Climate change adaptation | (12) | Y/N |
| Water | (13) | Y/N |
| Pollution | (14) | Y/N |
| Circular economy | (15) | Y/N |
| Biodiversity | (16) | Y/N |
| Renovation of existing buildings | CCM7.2 | 1,868 | 0.1% | Y | N/EL | N/EL | N/EL | N | N/ELY | Y | Y | Y | Y | 4.8% | T |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Installation, maintenance and repair of energy efficiency equipment |
| CCM7.3 | 6,842 | 0.4% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | YY | Y | Y | Y | 0.3% | E |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CCM7.5 | 4,215 | 0.2% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | YY | Y | Y | Y | 0.1% | E |
| CCM7.6 | 5,66 | 0.0% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | YY | Y | Y | Y | 0.0% | E |
| CCM7.7 | 1,213,438 | 63.6% | Y | N/EL | N/EL | N/EL | N/EL | N/EL | Y | Y | YY | Y | Y | Y | 7.4% |
CapEx of environmentally sustainable activities (Taxonomy-aligned) (A.1)
| 1,226,929 | 64.3% | 64.3% | 0% | 0% | 0% | 0% | 0% | – | – | – | – | – | – | – | 82.6% | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| of which Enabling | 11,623 | 0.6% | 0.6% | 0% | 0% | 0% | 0% | – | – | – | – | – | – | – | 0.4% | E |
| of which Transitional | 1,868 | 0.1% | 0.1% | 0% | 0% | 0% | 0% | – | – | – | – | – | – | – | 4.8% | T |
| Renovation of existing buildings | CE3.2/CCM7.2 | – | EL | N/EL | N/EL | N/EL | EL | N/EL | 0.0% |
|---|---|---|---|---|---|---|---|---|---|
| Installation, maintenance and repair of energy efficiency equipment | CCM7.3 | – | EL | N/EL | N/EL | N/EL | N/EL | N/EL | 0.0% |
| Installation, maintenance and repair of instruments and devices for measuring, regulation and controlling energy performance of buildings | CCM7.5 | – | EL | N/EL | N/EL | N/EL | N/EL | N/EL | 0.0% |
| Installation, maintenance and repair of renewable energy technologies | CCM7.6 | – | EL | N/EL | N/EL | N/EL | N/EL | N/EL | 0.0% |
| Acquisition and ownership of buildings | CCM7.7 | 624,727 | 32.8% | EL | N/EL | N/EL | N/EL | N/EL | 13.1% |
CapEx of eligible not Taxonomy-aligned activities (A.2)
| 624,727 | 32.8% | 32.8% | 0% | 0% | 0% | 0% | 0% | 13.1% |
|---|---|---|---|---|---|---|---|---|
A. CapEx of Taxonomy eligible activities (A.1+A.2)
| 1,851,655 | 97.1% | 97.1% | 0% | 0% | 0% | 0% | 0% | 95.7% |
|---|---|---|---|---|---|---|---|---|
B. TAXONOMY NON-ELIGIBLE ACTIVITIES
| CAPEX of Taxonomy-non-eligible activities | 55,050 | 2.9% |
|---|---|---|
TOTAL (A + B)
| 1,906,705 | 100.0% |
|---|---|
| OPEX Codes | (a) | (2) | OpEx | (3) | k EUR | Proportion of OpEx | (4) | % | Substantial contribution criteria DNSH criteria (Do No Significant Harm) | Minimum safeguards | (17) | Y/N | Taxonomy aligned proportion of turnover, year N-1 | (18) | % | Category enabling activity | (19) | E | Category transitional |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Climate change mitigation | (5) | Y; N; N/EL |
|---|---|---|
| Climate change adaptation | (6) | Y; N; N/EL |
| Water | (7) | Y; N; N/EL |
| Pollution | (8) | Y; N; N/EL |
| Circular economy | (9) | Y; N; N/EL |
| Biodiversity | (10) | Y; N; N/EL |
| Climate change mitigation | (11) | Y/N |
| Climate change adaptation | (12) | Y/N |
| Water | (13) | Y/N |
| Pollution | (14) | Y/N |
| Circular economy | (15) | Y/N |
| Biodiversity | (16) | Y/N |
| Acquisition and ownership of buildings | CCM7.7 | 0 | 0% | Y | N/EL | N/EL | N/EL | N/EL | N/ELY | Y | Y | Y | YY | Y | 5 | 7.8% |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| OpEx of environmentally sustainable activities (Taxonomy-aligned) (A.1) | 0 | 0% | 0% | 0% | 0% | 0% | 0% | Y | Y | YY | Y | Y | Y | 57.8% |
| of which Enabling | 0 | 0% | 0% | 0% | 0% | 0% | 0% | – | – | – | – | – | – | – | E |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| of which Transitional | 0 | 0% | 0% | – | – | – | – | - | – | – | T | ||||
| Acquisition and ownership of buildings | CCM7.7 | 0 | 0% | EL | N/EL | N/EL | N/EL | N/EL | N/EL | 40.4% | |||||
| OPEX of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) | 0 | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 40.4% | ||||||
| A. OpEx of Taxonomy eligible activities (A.1+A.2) | 0 | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 98.2% | ||||||
| B. TAXONOMY-NON-ELIGIBLE ACTIVITIES | OpEx of Taxonomy-noneligible activities | 1,413,139,701 | 100.0% | ||||||||||||
| TOTAL (A + B) | 1,413,139,701 | 100.0% |
URW’s CAPEX alignment share is mainly driven by its development projects, including on assets already present in the standing portfolio. The decrease on CAPEX alignment compared to 2023 is mainly due to the acquisition of the remaining 50% stake in Westfield Montgomery in 2024.
The broadening of the screened perimeter, the update of the Energy Performance Certificates, the improvement of the energy performance of its portfolio and the evolution of benchmarks considered for the analysis in 2024 contributed to the maintaining of the share of aligned revenues despite asset disposals and the increase in eligible/non-aligned revenues of C&E activity.
Nevertheless, the EU Taxonomy alignment figures need to be analysed carefully in light of the applicable alignment criteria and do not necessarily reflect the absolute environmental performance of URW’s portfolio.
For example on standing assets for the climate mitigation objective, as the assessment of alignment is based on relative comparisons to local regulations and benchmarks which are more stringent in some countries than in others, rather than on absolute terms of performance, some assets with a better energy intensity can be considered as “not aligned” while less performing assets are “aligned”.
URW has expended its analysis by collecting additional data on assets that URW owns but does not directly manage, and by using a benchmark to screen the portfolio of Convention and Exhibition centres to reduce the portion of eligible turnover that cannot be screened.
The development projects that have been considered not aligned are mainly projects in the US where there are no equivalents to the EU Taxonomy TSC which are based exclusively on EU regulations and standards.
More information on the translation of the EU Taxonomy screening criteria to URW’s portfolio and its limitations is given in the next section.
NB: URW has issued green bonds with the purpose of financing EU Taxonomy-aligned activities in 2024. Therefore, the adjusted aligned CAPEX KPI (1) is 51.1%. There is no impact on the calculation for revenues.
to charges reinvoiced to the tenants (service charges income) have been excluded from numerators and denominators as they are balanced by charges in URW accounts. All URW activities aligned presented here below contribute substantially to the objective of climate change mitigation.
Alignment figures show that among eligible activities, URW has more than 66% of its CAPEX and more than half of its revenues considered as aligned with the EU Taxonomy environmental objectives. URW’s turnover alignment share is both driven by its standing assets and the revenues derived from development projects on standing assets, as 58% of its eligible revenues are already aligned with the climate change mitigation objective.
| URW activity (Taxonomy code) | Alignment figures (among the total eligible activities) – IFRS | Alignment figures (among the total eligible activities) – Proportionate | ||||
|---|---|---|---|---|---|---|
| % Revenues | % CAPEX | % OPEX | % Revenues | % CAPEX | % OPEX | |
| Standing assets (7.7) | 57.3% | 17.6% | n/a | 60.6% | 18.8% | n/a |
| Development projects (7.7) | 0.9% | 47.9% | n/a | 26.2% | 46.8% | n/a |
| Major renovations (7.2) | 0% | 0.1% | n/a | 0% | 0% | n/a |
| Development for 3rd parties (7.1) | 0% | 0% | n/a | 0% | 0% | n/a |
| Individual measures (7.3 to 7.6) | n/a | 0.6% | n/a | n/a | 0.6% | n/a |
| TOTAL | 58.2% | 66.3% | n/a | 86.8% | 65.7% | n/a |
(1) The numerator and denominator have been restated.
(2) These figures have been calculated on a voluntary basis to provide an additional layer of analysis for URW’s taxonomy figures.
The Annexes I and II to the Commission Delegated Regulation (EU) 2020/852 of June 4, 2021, and the Annex III to the Commission Delegated Regulation (EU) 2023/2486 June 27, 2023, supplementing the EU Taxonomy lay down the environmental TSC to be complied with for each eligible activity to be considered aligned with the 6 objectives. These criteria are twofold: criteria for checking the substantial contribution of activities to each environmental objective, and criteria for making sure these activities DNSH to all the other environmental objectives.
The application to the Group US portfolio of shopping centres, the TSC being based exclusively on EU regulations and standards;
The lack of availability of some standard elements mentioned by the TSC, such as locally endorsed benchmarks to determine the top 15% of the building stock for commercial properties, and European or French sectoral benchmarks to determine the top 15% of the building stock for asset types in URW’s portfolio such as Convention & Exhibition centres; or
The limited accessibility of data and levers to report and improve on TSC for part of the required scope, such as for assets that URW owns but does not manage (e.g. hotel assets) or for the assets that URW operates but does not own (e.g. concession contracts) or partially owns.
Below is a summary of the TSC criteria for substantial contribution to climate change mitigation applied by URW for each category of its eligible activities, across all its portfolio:
Compliance with requirements for major renovations set in the Energy Performance of Buildings Directive (“EPBD”)
For buildings built before 31 December, 2020: Energy Performance Certificate (“EPC”) class A
OR
Reduction of PED of at least 30% (in max. 3 years)
For buildings built before 31 December, 2020: Building is within the top 15% of the national or regional building stock expressed as operational PED
For buildings built after 31 December 2020, same criteria as defined for “Construction”
Testing for air-tightness and thermal integrity and disclosure of deviations
- - Based on effective studies for projects in the construction phase or upon completion
- Based on contractual commitment for projects in the design phase (projects not mature enough for implementing these tests)
Calculation of lifecycle Global Warming Potential (GWP) of the building for each stage
AND
For large non-residential building (HVAC systems’ rated output of over 290 kW): efficiently operated through energy performance monitoring and assessment
URW has screened its substantial contribution to the objective of climate change adaptation, considering as eligible and aligned with that objective only the CAPEX linked to the adaptation plans to reduce the most important physical climate risks that are material to its assets. These plans are implemented as a result of the climate risk and vulnerability assessment conducted on its assets in compliance with Appendix A of the Taxonomy Delegated Acts, which is described hereafter. No such CAPEX have been reported in 2024.
Substantial contribution to the transition to a circular economy
| (1) | (a) for the combined total of concrete, natural or agglomerated stone, a maximum of 70% (3.1) or 85% (3.2) of the material come from primary raw material; |
|---|---|
| (b) for the combined total of brick, tile, ceramic, a maximum of 70% (3.1) or 85% (3.2) of the material come from primary raw material; | |
| (c) for bio-based materials, a maximum of 80% (3.1) or 90% (3.2) of the total material come from primary raw material; | |
| (d) for the combined total of glass, mineral insulation, a maximum of 70% (3.1) or 85% (3.2) of the total material come from primary raw material; | |
| (e) for non-biobased plastic, a maximum of 50% (3.1) or 75% (3.2) of the total material come from primary raw material; | |
| (f) for metals, a maximum of 30% (3.1) or 65% (3.2) of the total material come from primary raw material; | |
| (g) for gypsum, a maximum of 65% (3.1) or 83% (3.2) of the material come from primary raw material. |
Pursuant to the release of the Climate Delegated Act specifying DNSH criteria on adaptation to climate change, URW has updated in 2024 its climate risk assessment study covering all of the Group’s standing assets and development pipeline in Europe, the UK and the US (see Section 3.2.2.2.4 Description of the process to identify and assess material climate-related impacts, risks and opportunities). This update was carried out in accordance with the DNSH criteria of the EU Taxonomy. The following steps have been followed during the latest climate risk assessments:
temperature, wildfire, cooling/heating needs, lightning, non-cyclonic wind gusts and tornadoes, riverine flood, coastal flood, extreme precipitations, hail, earthquake and landslide;
(1) It is not reflected in any of the tables in 2023.
The climate scenarios selected by the experts to perform the climate change related risk analysis up to mid-century (2050) are the SSP2-4.5 (“middle of the road”) and SSP5-8.5 (“pessimistic”) scenarios:
3 timeframes have been considered for the analysis, consistent with the expected lifetime of the activity and the indications of the EU Taxonomy:
For development projects classified in ownership of buildings (7.7), there are no additional applicable DNSH criteria other than the one on climate change adaptation. For refurbishments (7.2 and 3.2), the analysis of the compliance with DNSH criteria other than climate change adaptation has been done at project-level with 2 separated workstreams depending on the status of the project:
lead to GHG emissions reductions, notably activities listed in points 7.3 to 7.6 of Annex I to the Climate Delegated Act, such as the installation of solar panels on a building rooftop. As part of its Better Places roadmap and asset-level environmental action plans, URW plans investments in all the aforementioned categories: energy efficiency equipment, charging stations for EVs in buildings, instruments for measuring and controlling energy performance of buildings, and renewable energy technologies (see Section 3.2.2.2.2 Transition plan for climate change mitigation).
In 2024, URW’s individual measures stand for 0.6% of the Group CAPEX, as presented in the alignment table at the top of this section.
In addition to engaging in activities that are eligible and aligned with the EU Taxonomy based on the environmental TSC, URW complies with the 4 aspects of the Minimum Safeguards (“MS”), as described in the Article3 (c) and Article 18 of the EU Taxonomy Regulation and further specified in the Final Report on Minimum Safeguards published in October 2022 by the EU Platform on Sustainable Finance. URW’s analysis actively considered the updated OECD Guidelines for Multinational Enterprises.
against racism, discrimination, and bias of any kind, striving to ensure that everyone feels equally welcome and embraced. These principles are clearly stated in the Group Code of Ethics applicable to all employees(1). The Group has a zero-tolerance principle for violations of these rules (see Section 2.4.1 Ethics and compliance: a daily and essential requirement).
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URW makes sure to cultivate a sound work environment in which employees thrive (see Section 3.2.3.1.3 Policies related to own workforce). In particular, the Group’s Be You at URW framework aims to fully embed URW’s commitment to ensure equal opportunities and greater diversity and inclusion across the business (see Section 3.2.3.1.3 Policies related to own workforce).
URW equally cares about the protection of human rights in its value chain, and tackles this issue through the implementation of a due diligence process that identifies sustainability risks (including social and human rights risks) across its different purchasing categories and addresses them through mitigation actions (see Section 3.2.3.2.3 Policies related to value chain workers). For example, main tenders are subject to a “Know your partner” screening process, and all contracts require the acceptance of the Group’s General Purchasing Conditions, including provisions on human rights and labour standards based on the International Labour Organization (“ILO”) conventions and international human rights standards. In 2023, URW raised the human rights, labour standards and H&S standards applicable to its suppliers by rolling-out a Responsible Purchasing Charter, which is in line with the principles outlined in the United Nations Global Compact (“UNGC”), the United Nations Guiding Principles for Business and Human Rights (“UNGP”), and the OECD Guidelines for Multinational Enterprises. The gradual phases of the document’s roll-out aim at covering purchases for all controlled activities and subsidiaries, in every country where URW operates.
Specifically for the UK, URW enforces a scoring matrix as part of its Modern Slavery due diligence, complemented by a dedicated questionnaire to assess suppliers against multiple criteria related to subcontractors, modern slavery and labour rights. The Group aims to continuously raise the level of vigilance and strengthen its procedures to identify, prevent, mitigate and remedy any human right impact in its supply chain.
The Group has implemented robust internal mechanisms to anticipate, monitor and counter any risks of engaging in practices that could amount to corruption or bribery, such as the Anti-Corruption Programme (“ACP”), the Anti-Money Laundering Programme, and the Group Code of Ethics. Additionally, all employees (including part-time employees) and contractors, to the extent applicable to their mission, are trained to identify and distinguish situations that could be associated with corruption, with a clear communication of our zero-tolerance principle for any violation. For further information on the Group’s policies and commitments against corruption, bribery and fraud, please refer to Section 2.4 Ethics and compliance within the URW Group, and sub-section "Regulatory and compliance" in Section 6.2.2.5 Category #5: legal and regulatory risks.
estate portfolio over the long term. The tax policy of the Group is completely integrated into this long-term plan and is consistent with the normal course of its business operations. In 2024, the Groupe operated 67 shopping centres in 11 different countries, in Continental Europe the UK, and the US. The Group does not use investment routes through non-cooperative countries (1) or territories to locate income in low tax jurisdictions.
The Group complies with the spirit and the letter of tax law and regulations. The Group’s tax policy, URW’s Approach to Tax, which is published on its website and is regularly updated, describes the principles governing URW’s approach to tax and the processes in place to ensure efficiency of these principles. In essence, the tax position of URW reflects the geographical location of its real estate portfolio and is consistent with the normal course of its business operations. The tax strategy and tax risks are followed and monitored by a team of internal and external experts and discussed with an internal committee whose members include the Chief Executive Officer and the Chief Financial Officer, the Group’s auditors, the Group’s Audit Committee and the Group’s Supervisory Board. The aim of the Group is to operate the business with low levels of tax risks. This is being done by ensuring that the tax consequences of arrangements entered into are being understood, including the way those arrangements will likely be viewed by relevant tax authorities. Only arrangements that are considered as acceptable to the relevant tax authorities are implemented.
URW complies with tax transparency regulations such as the European DAC 6 (Directive on Administrative Cooperation, as amended for the sixth time), the US FATCA (Foreign Account Tax Compliance Act) and CRS (Common Reporting Standard) and files its fiscal Country-by-Country Report with the French tax authorities.
Further information on URW’s approach to tax is available on our website at the following link: https://www.urw.com/investors/tax-information.
URW is a publicly traded Group dedicated to investing in commercial real estate across Europe and the US. Many countries have adopted laws on local tax transparency to encourage long-term investment in real estate. These regimes subject the Group to distribution obligations (2). Based on the tax transparency regimes, the profits made are taxed at the shareholder level directly, instead of at the level of the Group. URW promotes the concept of a global real estate investment regime that would allow for mutual recognition and a fair share of tax revenues between the countries where the properties are located, through withholding tax payments, and the countries where shareholders are located, through income tax payments. URW also believes that the tax transparency regimes for real estate contribute to a responsible and sustainable approach to taxation by creating conditions for long-term investment and win-win partnerships between local communities and the real estate industry.
(1) Non-cooperative countries or territories are usually defined as countries or territories refusing to adhere to international tax good governance standards.
(2) See note 8.1.3 Tax regimes to the consolidated financial information in Section 5.2 Notes to the consolidated financial statements, for an overview on these regimes.
The Group declares profits and pays taxes where its activities are carried out. This translates into payments to local or national tax authorities of corporate income tax, business taxes and taxes withheld on dividend payments1.
The Group’s tax position mirrors the location of its investments. Considering its €50 Bn portfolio and the fact that holding real estate assets requires it to pay property taxes, URW pays significant amounts of taxes. Significant tax payments are also made to local authorities upon investment and divestment transactions, although this will vary as it depends on the number and size of transactions completed during a particular year. In addition, URW and its tenants in the Group’s shopping centres employ many people locally who contribute significant amounts in taxes and social charges.
In 2024, on a proportionate basis, the subsidiaries of the URW Group paid €309 Mn of local taxes and social contributions. The below geographic breakdown does not include income taxes, which are reported in note 8.2 in Section 5.2 Notes to the consolidated financial statements.
The Group implements policies to anticipate and avoid engaging in any practice that could amount to a violation of fair competition and antitrust regulations (see Section 6.2.2.5 Category #5: legal and regulatory risks). Most exposed employees are educated in and are expected to comply with all competition and anti-trust laws as well as internal policies such as the Code of Ethics. Potential anti-trust violations and competition-related risks are identified through a dedicated process involving legal and compliance teams before and during any acquisition procedure of an asset (see sub-section "Mergers & Acquisitions, investment and divestment" in Section 6.2.2.1 Category #1: business sector and operational risks). URW fully cooperates with local authorities to preserve market integrity. 2 situations requiring special attention are still monitored by local legal teams: Viparis subsidiary in France exercising a significant leadership on exhibition centres in the Greater Paris area, with a strict supervision process by the French General Directorate for Fair Trading, Consumer Affairs and Fraud Control (“DGCCRF”) and the Zlote Tarasy Complex in Poland which is an asset URW does not directly manage because of the restrictions imposed by Polish authorities to preserve fair competition in the Warsaw area (see “Zlote Tarasy complex” paragraph in Note 6.4.1 Description of the main associates accounted for using the equity method in Section 5.2 Notes to the consolidated financial statements).
URW has never been found guilty of tax evasion in any of the countries it operates in.
(1) See note 8.2 Income tax expenses to the consolidated financial information in Section 5.2 Notes to the consolidated financial statements.
(2) Please refer to the following website: https://mneguidelines.oecd.org/database/?hf=10&b=0&q=unibail-rodamco-westfield.
(3) Please refer to the following website: https://www.business-humanrights.org/en/companies/unibail/.
| 29% | United States |
|---|---|
| 3% | Poland |
| 2% | The Netherlands |
| 1% | Denmark |
| 1% | Austria |
| 1% | Czech Republic |
| 40% | France |
| 8% | United Kingdom |
| 4% | Sweden |
| 4% | Spain |
| 5% | Germany |
| 0.1% | Slovakia |
| 0.5% | Italy |
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The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that produce electricity using fossil gaseous fuels.
NO
The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/cool and power generation facilities using fossil gaseous fuels.
NO
The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generation facilities that produce heat/cool using fossil gaseous fuels.
NO
To understand how URW actively considers the views of its employees, please see Section 3.2.1.3.1 Strategy, business model and value chain, and Section 3.2.1.3.3 Material impacts, risks and opportunities and their interaction with strategy and business model.
Please see Sections 3.2.1.4.1 Description of the process to identify and assess material impacts, risks and opportunities, and 6.1.2 Group Enterprise Risk Management framework, respectively for more detailed information on the double materiality analysis and the risk identification process.
As explained in Section 3.2.1.3.1 Strategy, business model and value chain, and Section 3.2.1.3.3 Material impacts, risks and opportunities and their interaction with strategy and business model, URW recognises that its workforce is a key asset and the IROs associated with it are closely linked to the Company’s strategy and business model. URW has not identified any risk with regards to the respect for human rights, including labour rights in countries where the Group operates.
For more information on the components of the Group’s workforce, please refer to Section 3.2.3.1.8 Characteristics of the undertaking’s employees.
For more information on URW’s limited exposure to (based on the findings of the Global Slavery Index) and policies to prevent child labour and forced labour in its operations, including its workforce, please refer to the sub-Section “Modern Slavery” in Section 3.2.3.2.3.1 Human Rights (Section 3.2.3.2.3 Policies related to value chain workers).
URW's human rights policies are in line with URW's Human Rights Policy, which strives to promote international standards such as the International Bill of Human Rights, the UNGP or the OECD Guidelines for Responsible Business Conduct. For employees, the Integrity Line is open for reporting negative incidents, and Human Resources Directors ensure that communication remains open with potentially affected communities, helping to identify the correct remediation measures when needed.
The Group affirms an unwavering commitment to ethical business practices through the introduction of a comprehensive Social Policy. This framework embodies dedication to human rights, responsible labour practices, and the creation of a workplace that champions diversity, inclusion and safety. By adopting and implementing these principles, URW meets and exceeds the expectations of stakeholders and contributes to positive societal change.
In particular, the Group has policies related to:
These policies are applicable to all employees Group-wide, under the supervision of the Group People Officer (and the Group Director of Risk Management for HSS). They are always available to employees on the Group intranet.
In 2024, URW launched a new employer value proposition "EVP":
“Create more, Achieve more, Dare more”
celebrating the Group’s culture of excellence and passion. The EVP highlights URW as a place where ambition meets expectation and excitement meets commitment, and where passionate and creative enthusiasts come together to make urban regeneration, and the transformation of retail, happen.
With the EVP, the Group fosters the sense of belonging of the employees, by giving a common view of our culture. For this, a "culture playbook" available on our intranet for all employees have been developed. It also engages employees by having them participate to recruiting events or share their experience at URW on social media (mostly LinkedIn).
URW’s EVP builds upon URW’s fundamentals as a Group, including the Company’s Together at URW values. These values represent the shared principles which guide our individual and collective actions, the excellence in the Group’s standards as a high-performance Company and culture, and the entrepreneurial spirit the Group sees as necessary to capture opportunity going forward.
Employee performance continues to be evaluated in the context of each value (see sub-Section "The People Performance Programme"):
As expressed in its Human Rights Policy and its Health and Safety Statement (latest version available on UACPRW’s website(1)), URW is committed to upholding the highest standards of human rights and labour rights protections. URW complies with the core conventions and labour standards set by the ILO and is aligned with the OECD Guidelines for Multinational Enterprises, setting the standard for responsible business conduct and respect for human rights in the Group’s global operations. The Group only operates in countries where social regulations are well developed through democratic frameworks.
Internally, specific frameworks set up by the Group define and manage additional rules that reinforce employee rights and endorse respect and ethical conduct in business dealings (collective agreements, Integrity Line, Code of Ethics, Compliance Book, ACP, etc.). The Group operates in the European Union, the UK and the US, which offer strict human rights protections. These jurisdictions have stringent regulations and standards that the Group adheres to, ensuring the rights of all individuals involved in its operations are respected and protected.
URW’s proactive approach and adherence to these high standards, complemented by URW’s Human Rights Policy and Anti-Slavery and Human Trafficking Policy, have enabled the Group to maintain a robust human rights record.
As explained in URW’s Health and Safety Statement, H&S is prioritised and integrated into all aspects of the Company’s planning and operations. To this end, URW continually strives to promote a culture of wellness, achieve regulatory compliance and improve existing practices.
URW’s commitment to H&S is reflected in various robust initiatives including the access to physical and mental wellness programmes and healthcare resources for employees, as well as information and training to empower and educate employees at all levels regarding H&S. Every year a recap of these programmes is presented to social partners, specifically regarding health programmes. Moreover, a well-being Group-wide action plan is currently being prepared in partnership with social partners. In addition, responses related to a specific well-being question that employees were asked as part of URW’s annual objective-setting process were analysed, and high-level themes were presented to and shared with local HR teams.
More targeted measures also exist at local levels, such as occupational health (medical examinations of employees in accordance with legal requirements) and an anonymous and free psychological helpline. Headquarters in URW’s countries of operations are making strides to enhance workplace ergonomics, aiming to improve the in-office experience and well-being of employees. By focusing on ergonomic design, they seek to create a more comfortable and supportive work environment. These efforts highlight URW’s dedication to fostering a positive workplace culture, helping employees feel more at ease and productive in their daily tasks.
The most material risks identified by URW are related to construction sites and operated assets, for more information, please see Section 3.2.3.2.3 Policies related to value chain workers.
The Group stands for a fair overall outcome that rewards individual and collective performance and does not discriminate on race, gender, nationality or any other personal criteria.
Diversity and inclusion form a key part of the Group’s Better Places roadmap. With representation in 11 countries and 2 continents, URW welcomes employees from different parts of the world, from diverse cultures and backgrounds to build successful and inclusive teams. To build a safe and supportive environment, the Group diffuses diversity and inclusion topics to all employees to create an inclusive culture. Part of their onboarding path, every newcomer is invited to attend a webinar on “Supporting inclusion at URW”. The Group ensures that several sessions are proposed per year.
(1) See Policies at https://www.urw.com/en/csr/csr-documents
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URW has included the Equal Opportunity Statement in formalised HR policies relating to recruitment practices, compensation and benefits, talent reviews, and learning and development. The URW Equal Opportunity Statement ensures that the HR policy and processes are applied without discrimination on the basis of race, colour, religion, sex, sexual orientation, gender identity, marital status, age, disability, national or ethnic origin, military service status, citizenship, involvement in employee representative bodies or other protected characteristics.
URW also developed the Be You at URW framework which aims to fully embed the Group’s commitment to drive even greater diversity and inclusion across the business. This approach focuses on 4 pillars:
Europe and rankings in the Equileap Top 100 companies for gender equality globally, highlight its dedication to these principles. Additionally, URW’s support for families through parental leave and childcare initiatives, along with efforts to ensure gender-balanced recruitment and minimise the gender pay gap, further demonstrate the Group’s commitment to creating a supportive and equitable work environment.
See Section 3.2.3.1.6 "Taking action on material impacts on own workforce, and approaches to managing material risks and pursuing material opportunities related to own workforce, and effectiveness of these actions", for more detailed information on the pillars “Employee Development and Learning” and "Culture and Employee Engagement".
URW has always been committed to attracting the best talents by fostering professional development, promoting cross-functional and international mobilities, and offering exciting career opportunities at all levels, be it for graduates or professionals. To support the development of top talents, URW is building internally-customised programme: the International Graduate Programme (“IGP”) is long-standing proof of URW’s commitment to career development. It is a key lever in terms of external attractiveness and an efficient onboarding and learning path for newcomers. As URW focuses on recruiting the best graduates from top international schools for the IGP, the Group also continues its efforts in recruiting experienced and diverse profiles. Bringing new sets of capabilities and diversifying its leadership and management styles are key success factors for the Group. Many international recruitment actions are organised to attract and recruit the best candidates for the IGP.
(1) https://www.urw.com/fr-fr/presse/actualites/2023/committed-to-women-s-empowerment.
(2) With the exception of centres owned but not operated by URW, as well as in Mall of Scandinavia in Sweden.
Every year, URW participates in the CEMS (The Global Alliance in Management Education) forum held in Barcelona in November, organises more than 30 interviews on site, delivers a skills seminar on implementing a sustainable corporate strategy for 20 international students and attends the fair to meet with the 1,000 participants of this event.
The IGP allows recent graduates to discover URW’s unique approach to commercial real estate. They get to acquire first-hand knowledge of the Company’s business fundamentals, build a strong network, as well as access a springboard to a promising career shaping the future of the Company. They can also consider joining a mentorship programme to grow their career and get advice from more experienced profiles.
URW actively supports the commitment of its employees who serve as reservists in the French army. The Company recognises the valuable skills and experiences that reservists bring to the workplace, such as leadership, discipline, and teamwork. To facilitate their dual roles, URW offers flexible working arrangements and leave to accommodate their training and deployment schedules, in line with minimum legal requirements. This support ensures that employees can fulfil their reservist duties without compromising their professional responsibilities.
The Group aims to nurture a workforce that is skilled, knowledgeable, adaptable, and prepared for the future. This not only benefits our employees but also contributes to the Company’s resilience as well as the long-term success and sustainability objectives of URW. The Learning Policy applies to all URW employees (including part-time employees), irrespective of their role, level or location within the organisation.
At Viparis, to guarantee equal opportunities, each employee has a training programme dedicated to his or her profession. The Viparis Academy offers personalised training courses for all Viparis professions. They are aimed at all the company’s employees, whatever their position. They are designed to ease integration through presentations that enable employees to get to grips with the Viparis ecosystem; promote autonomy in the workplace through the transmission of business methods and tools; ensure day-to-day skills enhancement through customised training for each position; and enable career development through training courses built over 2 to 3 years.
awareness of the related benefits and provides full support to expatriate employees and their families. In 2024, 2.7% of employees made a lateral career move within the Group, 5.89% of employees were promoted and O.95% of employees conducted an international mobility assignment. The Group largely enhanced its career and development planning processes thanks to succession planning, talent programmes and the People Performance Programme. For more detailed information, please see Section 3.2.3.1.3 Policies related to own workforce (ESRS S1 -1).
The People Performance Programme aims at fostering regular feedback within the Group and encouraging self-development and objective thinking all year long by highlighting an “own your development” approach. The cornerstone of the programme remains the Objective Setting campaign at the beginning of the year with set objectives in the categories of Business objectives, Sustainable Business Transformation and People development which can be adapted throughout the year. It is followed by a 360-degree feedback approach, now happening in June, where every employee can benefit from feedback for their professional development and growth provided by their direct manager, colleagues, direct reports (if any) and functional managers/reports (if any). The 360-degree feedback is based on the corporate values of Boldness, Excellence, Teamwork, Ethics, Passion and Ownership. It finishes with year-end reviews which are carried out in a committee setting with presence of key leaders in the organisation to ensure fairness and consistency in evaluating performance cross-functionally. The programme results in an in-depth discussion of employees’ annual performance, potential for professional growth and retention. 1942 employees have been reviewed within the People Performance Programme at the end of 2024 (scope: employees hired before September 30 on a long-term contract).
URW is a company with a relatively limited number of employees, so it naturally reduces the complexity and scope of social dialogue within the organisation. URW operates exclusively in countries with strict labour laws. These laws provide robust guarantees for collective bargaining and freedom of association. This regulatory environment ensures that employees’ rights are protected and that any issues can be effectively addressed through existing legal frameworks. Considering that, URW maintains local mechanisms to guarantee communication channels between URW and the employees in the countries it operates in.
The URW People teams are organised around a small corporate team led by the Group People Officer, comprising 3 centres of expertise (Talent Management, Learning, Development and DEI, Compensation, Benefits and International Mobility), and 5 regional People teams implementing the Group policies.
1 2 4 5 6 7 8
Is directly under the responsibility of the Group People Officer who reports to the CRSO (Management Board member). URW has a European representative body since 2009, the EEC. The EEC meets at least twice a year. This frequency enables the recurring subjects mentioned below to be addressed. At the same time, the EEC can hold additional meetings at the request of management or the majority of employee representatives, if current events affect the European operations. The meeting agenda is discussed jointly by management and the EEC secretary. Members are then convened at least 7 calendar days before ordinary meetings, and 3 calendar days before extraordinary meetings.
Social dialogue within the Group is covered by a complementary approach for European countries, as it results from the application of local regulations, which vary from country to country. Nevertheless, the Group’s policy is to promote and encourage the sharing of common actions and policies within the various bodies. The EEC is thus provided annually with information regarding the market at large and the Group’s economic situation (presentation of the Group’s financial results, development and investment projects, etc.) and the Group’s strategy, strategic transactions, sustainability roadmap, and working conditions.
For example, in 2024, the EEC was informed and consulted on the Group’s strategy, evolving its organisation and increasing its agility. The implementation of the new homeworking policy was also discussed. This committee is also a forum for the exchange of best practices within countries. In 2024, meetings provided an opportunity to discuss ESG best practices (on 14 and 15 March) and human resources priorities and objectives in the countries, as well as Group strategy (on 24 May). The committee also discusses all issues regarding the Group’s employees with implication at EU level. Through workshops, it regularly contributes to the sharing of best practices related to employment issues. In 2024, workshops on AI was held (14 and 15 March) and on the new remote working policy and social media practice (21 and 22 November).
Although the Company is not subject to the legal obligations regarding employee representation on the SB, the Group is committed to employee dialogue and works with employee representatives. In addition, since 2009, the EEC has received information regarding the Group’s economic situation and has discussed all issues regarding the Group’s employees. The Group also organises various meetings on different topics with the Social and Economic Committee on a monthly basis (in France), and the trade union organisations representing each region.
Viparis also nurtures a regular and open dialogue with its Social and Economic Committee regarding Viparis’ strategy, economic and financial situation, social policy, working conditions and employment. To get regular feedback, Viparis’ employees are consulted monthly via surveys on recurring themes (autonomy, peer relations, management support, commitment, workload, recognition, freedom of opinion), as well as on an ad hoc basis (e.g. crisis recovery).
URW's approach to HR applies equally across the Group, no specific cases have been identified as vulnerable and no human rights incidents have been reported in 2024.
The Group’s Health and Safety Policy extends to all URW employees, contractors and visitors, to the extent applicable, at its locations. The Group’s commitment to H&S is reflected in various initiatives:
The Group recognises the importance of engaging with employees via 2 key levers: learning and DEI. In line with URW’s Learning Policy, the global learning catalogue is updated on the basis of regions' needs formulated by Human Resources Directors of every region. This approach enables to respond to the local needs while deploying the global roadmap. Customised mandatory learning programmes are offered to all employees related to compliance topics (cybersecurity, GDPR, compliance).
In alignment with the Group’s Better Places plan, the sustainability learning strategy focuses on engaging and equipping all employees to fully understand and contribute to URW’s mission and ambition. A sustainability learning journey is proposed to raise awareness on climate change and to upskill teams who are directly responsible for implementing key components of the Better Places plan (SRI and Better Places Certification).
Across all geographies, the Group has implemented Work Greener programmes which enable employees to reduce the environmental impact of their day-to-day work. The programme aims to make URW offices more sustainable and environmentally friendly, by implementing eco-friendly initiatives such as more effective waste management, promoting responsible consumption, or encouraging sustainable mobility. Since 2019, all of URW’s head offices have delivered at least 1 Work Greener initiative.
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URW’s workforce can raise concerns through various channels:
Given the rarity of complaints or grievances, and the potential variety of issues that could be reported, there is no pre-determined remediation process. It is the responsibility of the HR and/or Compliance Officer to conduct any needed remediation.
URW employees have the possibility to report to URW any alleged violation or suspected wrongdoing of URW Code of Ethics, URW policies, local laws and regulations. Concerns can be raised using the URW Integrity Line link. URW enforces corrective measures based on the gravity of reported incidents. All whistleblowing cases are addressed in line with the URW Integrity Line and Whistleblowing Statement (available on URW’s website). Additionally, the mechanism is regularly reviewed to ensure its effectiveness.
In 2024, no major events were reported through the URW Integrity Line on matters regarding URW’s workforce. It demonstrates URW’s commitment to maintaining a high standard of integrity and ethical conduct in its operation, specifically in addressing any material negative impact on employees.
For more information on the Integrity Line, please refer to Section 2.4.4 Compliance Programme.
Through its Code of Ethics, URW is committed to strong ethical core values when it comes to how the Group conducts its day-to-day business in an ethical, transparent and fair manner. The Group has a “zero tolerance” principle against all forms of unethical practices, such as inappropriate, disrespectful or unlawful behaviour, harassment, discrimination, corruption, bribery, influence peddling and human rights violations. The Group’s compliance policies and procedures are founded on a risk-based approach, in line with the industry and operational compliance risks. Procedures are put in place to guide URW’s employees in the implementation of the policies. At URW, every employee is an ambassador of ethics and compliance values and rules.
The promotion of compliance awareness through a “tone from the top” is an approach followed by the senior leadership as an acknowledgement of the important role of ethics and compliance in the Group business and to the collective commitment to do the right thing. Viparis also falls within this approach by implementing its Code of Ethics and a whistleblowing procedure to alert Viparis of any possible infringement of its Code of Ethics or local legislation. This whistleblowing procedure is accessible to different categories of persons, such as employees, external staff (e.g. employees of service providers) and occasional workers (e.g. temporary staff and trainees), as well as direct and indirect suppliers.
related matters are handled efficiently. By maintaining open lines of communication, managers help foster a supportive and responsive work environment.
In line with its Health and Safety Statement, in cases where a near-miss or an accident took place, URW has established communication channels that allow employees to report issues and seek remedy. URW ensures open access to report accidents, near-misses, and potential instances of non-compliance, and related protocols for investigation and appropriate corrective actions to the local H&S correspondent, the relevant manager or the local People teams.
Employees are encouraged to liaise directly with their HR teams to report any alerts or concerns. HR teams ensure openness to engage in discussions on topics related to DEI, training, personal development, and work accommodations. HR teams are available to provide support and guidance, ensuring that all employees have access to the resources and opportunities they need to thrive. Whether it’s addressing specific issues, seeking advice on career growth, or requesting accommodations to enhance work conditions, employees can confidently reach out to their local HR representatives to foster a more inclusive and supportive workplace environment.
To ensure a skilled workforce, each region is responsible of liaising with employees to ensure global objectives and individual development are reached. The Corporate learning team are regularly in contact with the local human resources as monthly calls are organized on learning topics.
At URW, we are committed to maintaining a safe and healthy work environment for all our employees. Our H&S processes are designed to proactively identify, mitigate, and remediate any negative impacts on our workforce. Here are the key components of our approach:
URW conducts with the help of the Group Bureau Veritas, regular risk assessments and audits to identify potential H&S hazards in the workplace (including the suppliers). These assessments help URW implement preventive measures and address any identified risks promptly.
URW has an incident reporting system that allows employees to report any accidents, near-misses, or unsafe conditions. Each report is thoroughly investigated, and corrective actions are taken to prevent recurrence. This topic is under the responsibility of the HR department.
Continuous training programmes are provided to all employees to ensure they are aware of safety protocols and best practices. This includes crisis management, training, stress tests and regular safety drills.
The Group has also relevant processes in case of emergencies (e.g. chemical leaks).
URW has established a confidential whistleblower hotline that employees can use to report any concerns related to H&S, without fear of retaliation. This hotline is managed by an independent third party to ensure anonymity and impartiality.
Employees are encouraged to raise any H&S concerns directly with their supervisors or the H&S department. We promote an open-door policy to foster a culture of transparency and trust.
Regular surveys and feedback sessions are conducted to gather input from employees on H&S matters. This feedback is crucial for continuous improvement of our H&S processes.
URW have established H&S committees, namely in France and the UK under legal local legislations. These committees meet at least once a year to review safety performance, discuss concerns and recommend improvements.
Based on URW global H&S audit results, the KPIs related to H&S are monitored and reported to senior management. This ensures accountability and drives continuous improvement in the Group’s H&S practices.
By implementing these processes and providing multiple channels for raising concerns, URW ensures that the H&S of its workforce is a top priority.
To ensure a knowledgeable, adaptable and future-ready workforce, URW offers a variety of learning to engage and upskill our employees under the supervision of the URW Academy department. Sessions are offered in a variety of formats, including digital, webinars, classroom training, and small group workshops. While some mandatory learning is required each year, most learning initiatives are offered on a voluntary basis and targeted toward specific groups of employees.
By regularly monitoring specific KPIs, URW ensures progress towards achieving Better Places targets. With a focus on the Group’s female workforce, actions have been designed to increase the share of women in senior management positions and build a diverse succession pipeline across the Group to retain talent and promote equal growth for all.
All employees were assigned a mandatory digital learning path, which included compliance, GDPR, cybersecurity, and diversity and inclusion modules; 83% of employees completed the full curriculum. Additionally, all employees were offered the opportunity to join global webinars focused on topics such as navigating change, using generative AI, understanding sustainability in the fashion industry and (for Europe employees) the impact of media in retail. Collectively, 1041 employees joined these webcasts;
URW continuously updates its learning offerings to ensure employees are equipped to meet the Group’s objectives. In 2024, a more curated approach was adopted, tailoring content to target specific skills for the right audiences. The global catalogue included topics such as strategic communication, productivity, sustainability, technology, innovation, and business skills.
To enhance well-being, URW launched a new global learning programme focused on healthy high performance, offering tools and resources to support well-being. Participants gained access to a digital platform for personalised productivity and well-being insights.
To ensure the effective roll-out and implementation of the Better Places roadmap, URW deployed a dedicated sustainability training path. Sustainability is at the core of the newcomer journey, embedded into the onboarding path with digital learnings and experiences, including the Climate Fresk and custom-designed development and operations gamified learning sessions. All employees were offered the opportunity to explore key sustainability topics with curated climate school learning paths dedicated to understanding the science behind sustainability and acting toward sustainability solutions. At the country level, local HR teams are the principal point of contact for employees, ensuring alignment with global objectives and responsiveness to individual requests.
Functional trainings were also provided to support strategic sustainability commitments, including the Better Places Certification and SRI, training 317 employees. By focusing on sustainability and adaptability, they are equipping departments with the skills needed to navigate the challenges of the Group’s transition plan effectively. This proactive approach can help ensure that teams remain resilient and capable of handling any changes that come their way.
A comprehensive succession planning is rolled out every year for executive and leadership positions in the Group, both in Europe and in the US, with a focus on corporate and regional functions. In 2024, 106 leadership positions and their identified successors were reviewed by the MB at a dedicated Group Succession Planning review, preceded by in-depth reviews done in every country, led by HR Directors and COOs. Succession planning contributes to building a strong talent pool, clarifying development opportunities for the identified successors, and foreseeing possible career paths for them.
Alongside the Succession Planning review, Top Talent reviews are being carried out. All functions and all levels of experience are considered. The objective of the reviews is to get a comprehensive view of the talent pool for development and retention purposes and work further to match talent with key positions in the long run. During the 2024 Succession Planning review, 143 top talents were identified, with consideration for potential defined as business ability, leadership ability and aspiration.
All employees received a series of messages, spotlighting the nearly 200 women across the Group who advanced their career in a new role in 2023 and highlighting the female senior leaders from across the Group who continue to drive the business and impact the teams. Local teams also hosted a variety of gender-focused activities, including town hall meetings, panel discussions, and access to learning and resources;
(1) https://egapro.travail.gouv.fr/consulter-index?query=UNIBAIL
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As part of its global URW Manager Programme, the Group continued to offer workshops to equip managers with both a deeper understanding and practical tools in order to more confidently navigate complex well-being conversations, including practices that support an empathetic and humanistic approach.
Healthy Minds involves mental health resilience, mindfulness and flexible thinking. Mental well-being support is offered in all regions, such as training sessions, crisis support, subscriptions to the leading meditation and mental health app, or Employee Assistance Programmes, with plans to improve the offer in all countries. A collection of mental well-being resources, including education and tips, was curated and shared globally for World Mental Health Day in October.
In line with the “Be You at URW” charter, the Group’s D&I commitment – Be You at URW – focuses on all forms of diversity in the workplace and hinges on a basic principle: being proud, being unique, in an environment that ensures all employees feel safe and supported enough to be the best of themselves. More specifically, in our Better Places plan, our commitment to D&I is to grow a diverse, skilled and engaged community of employees to lead sustainable change. Specific processes such as setting objectives campaign and mid-year reviews enable to review individual learning needs.
41 agreements are currently signed or in force with trade unions in France (including Viparis). These agreements cover a variety of topics such as gender equality, senior and youth employment, working time flexibility and mandatory annual collective bargaining. As of December 31, 2024, 50% of employees were covered by a collective agreement. Various meetings are organised by the Group with the works councils and trade unions (there are variations at local levels according in some cases to the different applicable local regulations).
In 2024, topics discussed by the EEC include URW’s homeworking policy, inclusion (maternity leaves/parenthood management), the Group’s restructuring approach, talent retention, work-life balance management, processes optimisation opportunities, learning and development, and CSRD implementation. The EEC’s involvement underscores URW’s commitment to transparency in the pursuit of its sustainability targets and involving employees into the implementation. The CSRD topic has also been addressed by the French local employee committee.
As part of URW's mission for continuous improvement, the H&S action plan for 2025 is as follows:
For more detailed information on related metrics, see Section 3.2.3.1.14 Health & Safety metrics.
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as interactive platforms where employees deep dived into the roadmap’s objectives, asked questions, and provided feedback. By engaging directly with the workforce, URW strived to ensure that employees were not only informed but also involved in the Company’s sustainability journey. This approach aimed at fostering a sense of ownership and commitment to achieving the Better Places goals. In line with the Better Places roadmap’s Thriving Communities pillar, the Group objective is to constitute an internal community of sustainability and diversity change makers with the following targets to achieve, covering all employees:
Each year, the Group People Officer and HR teams prepare a comprehensive recap of the main HR highlights. This summary contextualises improvement areas, celebrates key achievements, and outlines upcoming initiatives for the next year, providing a clear overview that supports strategic planning and continuous improvement within the HR function. On top of that, regular communications are dedicated to updating employees on the progress against targets. These updates not only keep everyone informed about the current status and achievements but also create a platform for open discussion and feedback. By fostering an environment where employees can engage in meaningful debates, URW strives to ensure transparency and encourage a collaborative approach to meeting the Group’s goals. This continuous dialogue helps align individual efforts with the organisation’s objectives, driving collective success.
(1) All employees having formalised objectives in the Group Human Resources performance assessment tool.
The Group tracks all its employees through Workday, its global HR information system. On this KPI, there is no global consolidation, it is an extract from Workday. The process and the KPI are annually audited by the external auditors. Based on a report as of December 31, 2024, the Group has 2,410 employees, of which 54.8% are women and 45.2% are men. For the last 3 years, women represented on average 54% of the total workforce, with an even distribution throughout the countries in which the Group operates. For more detailed information on the headcount and personnel costs, please see Note 11, Employee Remuneration and Benefits.
| Gender | Headcount |
|---|---|
| Male | 1,089 |
| Female | 1,321 |
| Other / not reported | (1) 0 |
| Total employees | 2,410 |
(1) No employee self-reported as "neutral" or "other" gender in the URW population, this category is therefore not mentioned in the above table. All countries where URW operates are presented in this table.
| Country | Year-end 2023 | Year-end 2024 |
|---|---|---|
| France (incl. Viparis) | 1,008 | 977 |
| USA | 438 | 380 |
| Germany | 433 | 372 |
| United Kingdom | 239 | 210 |
| Spain | 125 | 105 |
| Sweden | 87 | 82 |
| Poland | 81 | 75 |
| The Netherlands | 64 | 65 |
| Czech Republic | 63 | 62 |
| Austria | 63 | 52 |
| Italy | 10 | 10 |
| Denmark | 13 | 12 |
| Slovakia | 7 | 8 |
| Total URW Group | 2,631 | 2,410 |
| Female | Male | Total | |
|---|---|---|---|
| Headcount | 1,321 55% | 1,089 45% | 2,410 |
| • Permanent | 1,259 54% | 1,053 46% | 2,312 |
| • Temporary | 62 63% | 36 37% | 98 |
| • Non-guaranteed hours | (1) |
| Full time | 1,233 | 53% | 1,083 | 47% | 2,316 |
|---|---|---|---|---|---|
| Part-time | 88 | 94% | 6 | 6% | 94 |
(1) For information only, already included in the total headcount
| Region | Southern Europe | Central Europe | Northern Europe | UK | US | Total |
|---|---|---|---|---|---|---|
| Total Headcount (1) | 1,092 45% | 569 24% | 159 7% | 210 9% | 380 16% | 2,410 |
| • Permanent (2) | 1,034 45% | 555 24% | 142 6% | 201 9% | 380 16% | 2,312 |
| • Temporary | 58 59% | 14 14% | 17 17% | 9 9% | 0 0% | 98 |
| • Non-guaranteed hours (3) | 0 0% | 0 0% | 0 0% | 0 0% | 34 100% | 34 |
| • Full time | 1,075 46% | 515 22% | 143 6% | 204 9% | 379 16% | 2,316 |
| • Part-time | 17 18% | 54 57% | 16 17% | 6 6% | 1 1% | 94 |
Southern Europe: France, Spain, Italy. Includes corporate employees
Central Europe: Germany, Austria, Czech Republic, Poland, Slovakia
Northern Europe: Sweden, The Netherlands, Denmark
(1) Source: Workday
(2) Employees who have an open-ended contract with URW as opposed to fixed term contract.
(3) Non-guaranteed hours refer to employment contracts that do not promise a minimum or fixed number of working hours.
By gender and by country for countries in which the undertaking has 50 or more employees representing at least 10% of its total number of employees. Average headcount in 2024 is 2,541 employees.
| Country | Female | Male | Total |
|---|---|---|---|
| France | 537 | 440 | 977 |
| Germany | 188 | 184 | 372 |
| United States of America | 206 | 174 | 380 |
| Total | 931 | 798 | 1,729 |
The table below sets out all employee hires and departures, expressed in headcount and as a proportion of the total number of employees at the start of the year considered.
2023 movements
| Headcount | % of total | |||
| Hires | Departures | Hires | Departures | |
| 596 | 625 | 100% | 100% | |
| • Permanent | 458 | 385 | 77% | 62% |
| • Fixed-term | 83 | 240 | 14% | 38% |
| • Apprentices | 55 | 0 | 9% | 0% |
| Departures | 625 | 100% | ||
| • Involuntary | 385 | 62% | ||
| - Dismissal | 139 | 22% | ||
| - End of probation | 34 | 5% | ||
| - Retirement | 18 | 3% | ||
| - Mutual agreement | 61 | 10% | ||
| - Expiry of fixed term* | 88 | 14% | ||
| - Outsourcing* | 45 | 7% | ||
| • Voluntary and other | 240 | 38% | ||
| - Resignation | 238 | 38% | ||
| - End of probation | 0 | 0% | ||
| - Retirement | 0 | 0% | ||
| - Death | 2 | 0% |
Turnover (1) 19.4% 18.6%
(1) Calculated as the sum of all departures, except those marked with an asterisk above, divided by the permanent headcount at the start of the reporting period (2,541 and 2,489 for 2023 and 2024 respectively).
The reporting requirements for data on non-employees are being gradually introduced, as they benefit from a phased-in approach. This means that for the year 2024, data on non-employees is not required to be included in the reported scope.
Please refer to Section 3.2.3.1.4 Processes for engaging with own workforce and workers’ representatives about impacts, for more detailed information.
An agreement relating to the involvement of the employees has been signed, creating a representative (the EEC) which is which will be a legal entity and will be responsible for representing the employees.
| Collective Bargaining coverage | Social dialogue |
|---|---|
| Employees – EEA (for countries with more than 50 employees representing more than 10% of total employees) | Employees – non-EEA (estimate for regions with more than 50 employees representing more than 10% of total employees) |
| (1) | Workplace representation (EEA only)(for countries with more than 50 employees representing more than 10% of total employees) |
| 0–19% | USA |
| 20–39% | |
| 40–59% | |
| 60–79% | |
| 80–100% | France |
| Germany | |
| France |
(1) Note 1: UK is no longer in scope (below the 10% threshold)
(2) Note 2: Germany's social dialogue is at European Council representation level only
Workforce as of December 31, 2024
| 2023 | 2024 |
|---|---|
| Age | Headcount | % of total | Headcount | % of total |
|---|---|---|---|---|
| < 30 | 543 | 20.6% | 466 | 19.3% |
| 30 to 50 | 1,567 | 59.6% | 1,466 | 60.8% |
| > 50 | 521 | 19.8% | 478 | 19.8% |
Previously (from 2020 to 2023), a senior management-level position in URW was defined as positions at level 15 and above, plus any member of a country (or regional) management team below level 15 (including MB members of URW SE and URW NV). From January 1, 2024, due to the regionalisation of the Group's organisation, the definition of senior management had to be adjusted to the new organisation without Country Management Teams. It has therefore evolved to active employees in positions graded 15 and above (120 roles in 2024, excluding Viparis), plus any top regional role graded 14 in Marketing, Shopping Centre Management and Westfield Rise, and any top country role graded 14 in Leasing, Legal, Design and Construction (11 additional roles in total in 2024).
The proportion of women in the Senior Management increased from 42.5% at year end 2023 to 44.3% at year end 2024, reflecting significant efforts in promoting and hiring women at senior levels.
The middle management definition has been adjusted accordingly, and now includes all other positions graded 12 to 14. As a result, the population is slightly larger as of December 31, 2023. The proportion of females in this population is stable, at 47.1%.
| 2023 | Total | Held by women | Held by men | 2024 | Total | Held by women | Held by men | ||
|---|---|---|---|---|---|---|---|---|---|
| Senior management level | 160 | 68 | 42.5% | 92 | 131 | 58 | 44.3% | 73 | 55.7% |
| Middle management level | 699 | 322 | 46.1% | 377 | 664 | 313 | 47.1% | 351 | 52.9% |
In Viparis, the senior management level is defined as any position at level 14 and above (N-1 Excom, Site Directors, SERVEX Directors, Viparis Emotions Director). As of 31/12/2024, 44% of senior management positions are held by women.
At the end of the year 2024, the Group counts 1% (1) of employees recognised as workers with a disability status among which 54% are women and 46% are men. URW is a signatory of the French Manifesto for the inclusion of disabled people into economic life. Viparis is a signatory of the French Diversity Charter, and signed an agreement with authorities on disability, including recruitment, job adaptation measures, information, administrative assistance and a personalised support hotline, and awareness-raising initiatives.
| 2024 | Total number of employees that participated in performance reviews | 2,297 |
|---|---|---|
| Proportion of employees that participated in performance reviews (1) | 95.3% | |
| Proportion of female employees (1) | 94.8% | |
| Proportion of male employees (1) | 96% |
(1) Based on average headcount for the year, including Viparis (see Section 3.2.3.1.8 Characteristics of the undertaking’s employees).
| Total training hours attended by employees on permanent and fixed-term contracts. | 2023 | 2024 | ||
|---|---|---|---|---|
| Total hours attended | 50,711 | 37,623 | ||
| Average number of hours per employee (1) | 19 | 14.8 | ||
| Average number of hours per female (1) | 19 | 14.8 | ||
| Average number of hours per male (1) | 19 | 14.9 | ||
| Total people trained | 2,848 | 2,384 |
(1) Based on average headcount for the year of 2,541 employees including Viparis
| Accident type | 2023 | 2024 |
|---|---|---|
| Work-related incidents causing injury | 13 | 5 |
| Work-related incidents causing death | 0 | 0 |
managers’ awareness of collaborative management and of internal HR processes. These sessions are provided by the HR team and aim to develop a common learning culture. Training on psychosocial risks have also been provided to new managers throughout the year.
For data on the fatality that occurred on one of URW’s construction sites in 2024, please see Section 3.2.3.2.6.2 Health and safety.
In 2024, there was a fatal incident involving a worker on site (subcontractor’s employee) at the Triangle Tower project. The Health and Safety Coordinator (CSPS) in charge of the site has approved the resumption of formwork and stripping activities from October 7, 2024, which were suspended following the accident on September 24, 2024. In agreement with the CSPS, activities not affected by the accident resumed on September 25, 2024. The URW project team, along with the General Contractor, conducted a thorough investigation to ensure that all health and safety protocols were properly enforced. The detailed analysis of the incident was used to enhance anticipation mechanisms and reinforce existing protocols and health and safety standards on site.
(1) Percentage calculated by dividing the number of employees recognised as disabled and under contract in the reference year (information reported in the HR reporting tool and by the HR departments of the countries) by the total headcount as of December 31 of the same year.
| Number of working days | Ratio | Number of working days | Ratio | |
|---|---|---|---|---|
| Lost days for work related injuries | 779 | 0.13% | 106 | 0.02% |
| Lost days for work-related ill health and fatalities from ill health (1) | 0 | 0% | 78 | 0.01% |
| Lost days for occupational disease | 0 | 0% | 0 | 0% |
| Lost days for sick leave | 13,415 | 2.26% | 14,901 | 2.65% |
| Lost days work-related mental illness | 130 | 0.02% | 776 | 0.14% |
| Lost days for personal/ family events | 3,262 | 0.55% | 1,761 | 0.31% |
| Total | 17,587 | 2.96% | 17,621 | 3.13% |
The ratios above are calculated in working days: total number of missed (absentee) days in the year considered/(average working days in the year multiplied by the average headcount during the year).
(1) Note that the number of cases of recordable work-related ill health is subject to legal restrictions on the collection of data.
Gender pay gap
Gender pay gap 30.1%
Adjusted pay gap (same country, same grade) 4.5%
Like-for-like pay gap (same country, same grade, same experience) 3.1%
With the progress towards promoting and hiring senior females, as well as the remuneration policy in place, the Group is confident that the unadjusted gender pay gap will keep reducing in the years ahead.
To comply with CSRD requirements, a pay ratio has been calculated on the basis of information available globally, i.e. base salaries, target incentives and the IFRS value of Long-Term Incentives. The calculation scope is all Group employees present at year end 2024, excluding interns and apprentices. All salaries have been converted to Euros on the basis of the 2024 average exchange rates. With this approach, the Group CEO's total remuneration ratio is 50.4 to the median and 32.8 to the average total remuneration. This ratio is subject to variations that are not only due to evolutions in the CEO's remuneration vs. the group remuneration policies, but also variations in the Group's international footprint, its organisational model, and fluctuations in the exchange rates. It does not take account of other benefits such as pensions, insurance, perquisites, etc, which are not available globally, and not material compared to the remuneration elements used in this calculation. The Group will look at refining his approach in the future.
In 2024, there have been no incidents, complaints, fines or severe human rights impacts within URW’s operations and workforce. URW will strive to continuously strengthen its internal prevention and mechanisms and commitment to human rights.
Information on the way URW addresses stakeholders, including value chain workers, can be found in Section 3.2.1.3.2 Interests and views of stakeholders.
URW’s strategy and business model are intrinsically linked to the welfare of value chain workers, encompassing various IROs. URW’s impacts and dependencies on its value chain workers are multifaceted. These relationships encompass a broad range of activities, resources, and interactions essential to URW’s business model, involving both maintenance (e.g. cleaning, security/safety, facility maintenance) and construction workers. In turn, URW’s policies and practices directly influence the working conditions, job offerings in the value chain, and overall well-being of these employees.
The Company’s material impacts focus on enhancing working conditions and proactively addressing potential human rights violations. By implementing robust policies and proactive measures, URW can further mitigate risks and reinforce its position in this area. The risks associated with breaches affecting value chain workers include legal, financial and reputational consequences, which could also negatively impact partnership opportunities for URW.
Construction workers is the category of workers in the Group’s value chain that is most significantly impacted, due to risks related to H&S, forced labour and undeclared work, they have been identified as the most vulnerable group to material negative impacts within URW’s value chain.
As part of its purchasing risk mapping, URW evaluated modern slavery risks using the Global Slavery Index and assessed human rights risks through a combination of the Global Freedom Index, the Global Rights Index, the Child Labour Index, the Gender Equality Index and the Human Development Index. In 2024, the main construction sites of URW were located in Germany and in France. The assessment revealed no significant risks in the countries where URW operates or sources the majority of its commodities.
Please see Section 3.2.1.4.1 Description of the process to identify and assess material impacts, risks and opportunities, and Section 6.1.2 Group Enterprise Risk Management framework, respectively for more detailed information on the double materiality analysis and the risk identification process.
For more information on URW’s supply chain, please refer to Section 3.2.4.3 Management of relationships with suppliers.
The Code of Ethics clearly outlines the Group’s commitment to protecting fundamental human and labour rights, as well as maintaining high H&S standards. Additionally, URW addresses material IROs related to value chain workers through a comprehensive set of policies on human rights, modern slavery, responsible procurement, and H&S. These policies reflect URW’s dedication to upholding the highest standards in these areas.
By adhering to strict human rights standards and H&S procedures, URW aims to mitigate risks, protect operational integrity and ensure sustainable business practices throughout its value chain. This commitment not only safeguards the Company but also promotes improved working conditions, benefiting value chain workers and enhancing their welfare. Clauses and contractual commitments expected from suppliers to prevent risks are described in Section 3.2.4.3 Management of relationships with suppliers.
As for geographies, URW operates in 11 countries in Europe and the US. Each of these regions has its own unique labour laws and regulations, and URW is committed to complying with all local laws and standards in its operations. URW ensures compliance with laws and regulations, guarantees human rights and prevents forced and child labour. Committed to its Modern Slavery Statement, URW aims to eliminate such practices in its supply chain, upholding labour dignity and human rights principles.
All these commitments are part of the Group’s Risk Management Policy, which means that the approach to risk assessment and due diligence is based on the evaluation of any violations with respect to corruption, human trafficking and modern slavery. Any red flags identified are escalated with the Compliance department. Internal Audit is regularly evaluating the correct application of General Purchasing Conditions, and to the extent applicable, of the Responsible Purchasing Charter’s clause, in contracts and the due diligence carried out on providers.
| URW | Upstream | Employees of on-site contractors (cleaning, maintenance, etc.) |
|---|---|---|
| Downstream | Employees of retailers on-site only | |
| Worksite workers | (from Tier-2 to Tier-N) | |
| Worksite workers | (from Tier-2 to Tier-N) | |
| General contractor | (Tier-1) | |
| Construction companies | (Tier-1) | |
| Construction sites | Workers in charge of the production of building |
The Group recognises that its operations can have direct and indirect impacts on human rights and remains committed to make all reasonable endeavours in anticipating and mitigating risks as well as ensuring a positive contribution to the communities where URW operates. URW’s Human Rights Policy (see the latest version on URW’s website) reinforced the commitment adopted in 2004 by signing the UNGC. It applies to all employees, entities and operations under the umbrella of URW, including subsidiaries and joint ventures. Contractors, clients, visitors, suppliers and business partners are to be fairly treated in line with the principles of the policy. The Group is dedicated to upholding human rights principles throughout its supply chain from corporate headquarters to individual project sites, ensuring consistency and alignment with its core values. The policy is based on and aligned with international human rights texts and principles(1).
human rights impact in its supply chain. The Integrity Line offers a transparent and confidential channel for all external stakeholders, including value chain workers, to report any infringements related to URW. This mechanism enables URW to engage with suppliers, enforce corrective actions, or terminate business relationships as.
Although, as noted in the Global Slavery Index’s findings(2), the countries in which the URW Group currently operates are rated as low to moderate in terms of the risks of incidences of modern slavery (relative to other geographies), URW’s Anti-Slavery and Human Trafficking Policy outlines a zero-tolerance approach to all modern forms of slavery and human trafficking, reflecting URW’s commitment to acting ethically and with integrity in all business relationships. URW aims at taking steps to identify, understand and address the risks of forced labour and human trafficking in all its operations and supply chains as well as raising awareness with business partners and undertaking such due diligence as is necessary on its supply chain.
The prevention, detection and reporting of incidents in any part of URW’s business or in its supply chains is the responsibility of all those working for URW or under its control as the Group makes all reasonable endeavours to implement and enforce effective systems and controls to mitigate the occurrences of forced labour and human trafficking anywhere in URW’s business or in any of its supply chains. Standard supply contracts used by URW include provisions which are specifically targeted at combatting the risk of all modern forms of slavery and human trafficking taking place in URW’s supply chain.
In addition to the clauses that are mandated by the General Purchasing Conditions (as discussed in Section 3.2.4.3 Management of relationships with suppliers), standard corporate contracts also include clauses that may require a bidder to:
(1) The International Bill of Human Rights (Universal Declaration of Human Rights, the International Covenant on Civil and Political Rights, and the International Covenant on Economic, Social and Cultural Rights), the UNGC, the OECD Guidelines for Multinational Enterprises, the UNGPs, the ILO Declaration on Fundamental Principles and Rights at Work, the ILO Fundamental Conventions, the United Nations Convention on the Rights of the Child, the UN Women's Empowerment Principles, the Standards of Conduct for Businesses, as well as the United Nations Declaration on the Rights of Indigenous Peoples.
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URW’s Health and Safety Statement complements national policies, procedures, practices and objectives aimed at safeguarding the H&S of people in the workplace. This document explains how URW strives to protect the H&S of its employees, contractors and, to the extent applicable, the visitors in its shopping centres. It provides clear information and guidance to all parties involved in URW’s business on their roles and responsibilities for H&S, as well as the initiatives that are in place to support them. For more details on URW’s policies related to the H&S of workers in the value chain, please see sub-section "Health and safety" in Section 6.2.2.4 Category #4: security, health and safety risks.
URW oversees its work and construction sites through 2 distinct approaches, depending on whether it delegates site coordination to a general contractor or assumes the role of general contractor itself:
Legionnaires’ disease, technical and safety installations, and fire extinguishing and alarm systems. URW also establishes multi-year contracts with service providers. These contracts include standard clauses, for instance on H&S and working conditions, for the employees of the service providers. URW’s approach to H&S in standing assets prioritises the well-being of employees from multi-services, technical, and safety contractors. Additionally, fire safety measures encompass all employees working on-site, including those employed by tenants in stores.
This Group policy includes, in particular, an annual review of H&S risks at standing assets for both European and US platforms by the GRC, and the inspection and continuous improvement of buildings and their technical equipment liable to have an impact on the environment or on personal safety. Technical documentation on regulatory maintenance and testing is also kept up-to-date and made available at each site. Policy monitoring is conducted by on-site teams and checked every year by external auditors or internal management. Since 2012, URW has worked with Bureau Veritas, one of the world’s most distinguished leaders in testing, inspection and certification services, to attest to the implementation of very strict standards regarding H&S within its assets. In Europe, an independent third-party audit is carried out every year, to assess H&S risks for building visitors and occupants at the assets that are owned and managed by URW (Shopping Centres, Offices and Convention & Exhibition centres) (5), based on a framework that incorporates both external regulations and Group policies. This audit awards the site one of 4 overall scores which reflect the extent to which H&S risks are being controlled:
A personalised action plan, monitored on a daily basis by operational teams, is systematically updated following each assessment in order to improve the quality of risk control as part of a process of continuous improvement. If a “D” rating is given, a second assessment is carried out in the month following the audit to check that all corrective actions identified have been implemented.
(1) https://www.urw.com/en/csr/csr-documents, please see the dedicated section on Modern Slavery Statements.
(2) https://modernslaveryregister.gov.au/statements, please search “Unibail-Rodamco-Westfield Group”.
(3) https://modern-slavery-statement-registry.service.gov.uk/search, please search “Westfield Europe Limited”.
(4) https://assets.eu.ctfassets.net/1e76kztii87u/2kdtFaVRyAuCk5KPX7puph/97dfc1d3a824fa4387bfb9e2805ad41c/20240122-urw-health-and-safety-statement_en.pdf.
Principles and standards relating to human rights and H&S are addressed in contractual relations with suppliers (please see Section 3.2.4.3 Management of relationships with suppliers). URW’s Responsible Purchasing Charter sets out the key principles particularly on human rights and H&S. It aims at leveraging opportunities and reinforcing risk mitigation related to procurement of products and services. The Charter is meant to be shared with all suppliers and is complemented by other actions depending on the purchasing categories. It helps URW ensure that the Group’s suppliers adhere to the same high standards in terms of human rights and modern slavery, in direct reference to applicable international human rights texts and principles1. It also provides external stakeholders in the value chain open and direct access to the Group’s key grievance mechanism in the form of the Integrity Line, clearly stating that the whistleblowing policy of the Group ensures that URW will not discriminate or retaliate against any supplier or any person who reports alleged violations of applicable laws in good faith and with appropriate precision, whether or not such information is ultimately proven to be correct, or who cooperates in any investigation or inquiry regarding such violations. The whistleblower will not be retaliated against and will benefit from the applicable local regulation regarding protection of whistleblowers. Given the higher risks linked to human rights and H&S for construction suppliers, URW integrates some mandatory clauses to cover these risks (please see Section 3.2.4.3.2 Sustainable purchasing approach).
In line with common practice in the real estate sector, URW does not engage in Global Framework Agreements (or equivalent) to cover its value chain workers. Instead, the Group focuses on engaging with contractors that employ value chain workers. As detailed below, General Managers of standing assets meet at least weekly with multi-services and maintenance employees’ site managers to address their requests and feedback. These meetings are an opportunity for them to exchange on improvement areas, identified risks and corrective measures needed to ensure a safe working environment. Similarly, construction Project Directors frequently engage with site coordinators and H&S referents to ensure workers’ views are adequately considered. In line with the policies presented in Section 3.2.3.2.3 Policies related to value chain workers, on a case-by-case basis, URW engages its business partners and vendors to fight modern slavery, human rights infringements, or H&S issues that might impact value chain workers or their communities.
workers, to H&S Coordinators. Teams appointed by contractors reporting to URW, or exceptionally when URW acts as General contractor, URW project teams, are responsible for day-to-day site monitoring, with actions required by contractors or the internal team being recorded in an incident and action tracking system, ensuring they are tracked to closure within the defined timescale. For each major project, a monthly meeting is held to review all aspects, including construction, programme, commercial/cost, H&S performance, and KPIs. Construction teams always include H&S specialists who support the project team by reviewing contractor selection, method statements and safety performance. On major projects, these specialists conduct formal and informal monitoring, reporting directly to the Project Director. For smaller projects, their activities are risk-based. As with all projects, any identified actions are recorded and tracked to closure within the defined timescale.
In standing assets, where URW manages contractors and their employees, the general types of engagement performed include planning meetings, huddles or toolbox talks to discuss safety protocols and address any concerns related to the asset. URW ensures continuous communication of core safety values and procedures through regular updates and reminders, directly or via the coordinators responsible for the topic of H&S on site. The Group actively involves workers in safety procedures, including incident investigations and safety audits, to help them understand the importance of safety measures and encourage their participation. Additionally, URW provides thorough site inductions for new workers to familiarise them with site-specific safety operations. URW ensures good working conditions by establishing standard clauses for the employees of service providers. There is daily close interaction between URW teams and service providers, with a monthly activity report tracking the overall performance, including social issues. In case of problems, corrective measures are taken by the General Manager and the service provider’s site manager. The General Manager holds weekly meetings with the service provider’s site manager to address any issues. Feedback and complaints from on-site workers, such as the working spaces, social facilities and resting areas provided, are taken into account.
(1) The UNGC, the UNGPs and the OECD Guidelines for Multinational Enterprises.
As presented above, the perspectives of value chain workers are integrated in the decision-making processes via different approaches. This input informs the development and review of URW’s policies, particularly those related to human rights, H&S, and labour practices. By incorporating their feedback, the Group ensures that operational procedures are not only compliant with industry standards and local regulations, but also positively driving improvements in the working conditions of workers, including the most vulnerable ones on URW’s construction sites. For instance, in the UK, the regional management team meets quarterly to review H&S performance, including on our construction sites and any significant accidents or incidents. As part of their review, the regional management team may require further actions to improve our management system. Throughout the year, regional management team members conduct safety tours of operations and construction sites to gain first-hand knowledge of on-the-ground activities and identify necessary improvements, considering the feedback of value chain workers or their representatives. Across the Group, URW teams are empowered to stop contractors from working if they believe the contractor is not working safely, not complying with their method statements, site rules or our H&S standards.
URW systematically integrates key elements in its contracts:
In order to remediate negative impacts, URW relies on an effective Global Crisis Management Policy and framework including annual crisis training and exercise campaign (please refer to Section 6.2.2.4 Category #4: security, health and safety risks). URW has a structured procedure with 3 levels of crisis management to handle various types of incidents based on their severity. This includes a dedicated crisis management loop that involves communication, PMPS (property management), public relations, and a member of the MB. URW also conducts crisis management exercises to ensure preparedness in all assets to anticipate various types of incidents (terrorism, H&S, etc.).
URW is committed to ensuring that these processes are made available, provide or enable remedy in the event of material negative impacts, and are effective in their implementation and outcomes. This includes establishing clear procedures for addressing grievances submitted via the Integrity Line (or other channels), ensuring timely and appropriate responses and monitoring the effectiveness of remedial actions. By doing so, URW aims to uphold the highest standards of human rights and corporate responsibility, ensuring that any adverse impacts are not only identified but also effectively mitigated and resolved.
In line with crisis management procedures applied across the Group (see Section 6.2.2.4 Category #4: security, health and safety risks), URW strives to ensure that human rights and H&S principles are strictly applied, as the Group may initiate any audits deemed appropriate at any time. The reports include plans for rectification and corrective measures, where appropriate. The findings from these audits and investigations are used to make necessary improvements (for more information, please see Section 3.2.3.2.3 Policies related to value chain workers). For both Operations and Construction teams, incidents along with their subsequent investigations, are documented in the incident and action tracking system. Actions taken by URW, and those required from contractors, are recorded and monitored until they are fully resolved.
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On top of monthly meetings dedicated to sharing feedback and communicating alerts to site teams, the Group implements a standardised HSE incident and action tracking system to record and track corrective actions to closure within a defined timescale. URW also provides ad hoc training sessions to address specific safety concerns or new risks that may arise for departments involved in construction projects or exposed to supervising external personnel in standing assets. These trainings are designed to equip employees with the knowledge and skills needed to handle particular situations safely. By offering these targeted training sessions, URW ensures that its workforce is better prepared to manage safety challenges and learn from any incident that took place.
Following incidents, if necessary, URW reviews its procedures to identify areas for improvement. This continuous review process ensures that standards are always up-to-date and aligned with the latest industry best practices. By refining safety procedures, URW can better protect its workers and prevent accidents. When issues are identified, URW promptly implements corrective actions to address them. This may involve updating safety protocols, providing additional training, or making changes to the work environment. These corrective actions are essential for mitigating risks and ensuring a safe working environment for all value chain workers.
The Group is committed to continuous improvement and is always looking for ways to enhance existing practices and deliver better outcomes for value chain workers. The Group’s approach to identifying what action is needed in response to a particular actual or potential material negative impact is part of the Group’s risk assessment process, particularly through human resources and compliance risks. URW strives to conduct a materiality analysis covering all the Group’s operations and potential human rights impacts, considering local laws, regulations and socio-political conditions. Upon identifying potential human rights risks and impacts associated with its activities, supply chain and business relationships, URW will make reasonable endeavours to implement corrective actions. URW’s MB endorses the Human Rights Policy and is responsible for the Group’s human rights guarantees, due diligence mechanisms and corrective actions. It is overseen by URW’s General Counsel. This process included consultation with stakeholders, analysis of industry trends and consideration of regulatory requirements. H&S and the protection of value chain workers’ human rights, including the identification and prevention of any instance of modern slavery in the Company’s value chain, stand as the priorities identified. Multiple departments are involved, such as Sustainability, Legal, Compliance, Construction, Risk Management and PMPS.
The Human Rights Policy provides a framework for identifying, preventing and addressing potential human rights abuses. By clearly defining acceptable practices and behaviours, it helps ensure that all workers are treated with dignity and respect, irrespective of their role in the value chain. Moreover, it establishes accountability measures, ensuring that any violations are promptly addressed and remedied. The full scale deployment of the Responsible Purchasing Charter, as well as the implementation of the Group’s Human Rights Policy, contributed to safeguarding the rights of value chain workers.
Stronger Together is a not-for-profit organisation, working with businesses to reduce forced labour, labour trafficking and other hidden third-party exploitation of workers. In 2024, the developed training was delivered for the third time to all management teams at corporate level and within the regions, as well as the more exposed departments, such as Construction and Property Management teams, within the Group in English, French and German.
In the UK context, URW increased training to employees, tenants and Tier-1 suppliers. The Group extended Westfield business partner due diligence using bespoke self-assessment questionnaires for higher risk suppliers and contractors to assess against multiple criteria related to subcontractors, modern slavery and labour rights. The Group aims to continuously raise the level of vigilance and strengthen its procedures to identify, prevent, mitigate and remedy any human rights impact in its supply chain. Identified as the most vulnerable groups, construction workers and facility management workers, are targeted by the set of standards upheld by URW via its General Purchasing Conditions and its Responsible Purchasing Charter. Since 2017, URW has been a proud sponsor of the Stronger Together Construction and Property Programme in the UK. As part of its active engagement with them, and together with fellow sponsors, the Group participated in a collaborative project which aimed to evaluate capability in 2 high risk areas of URW’s supply chain, namely Dry Lining and Facilities Management(1). The industry case study highlights URW’s contribution to the construction sector’s initiatives to eradicate modern slavery. The objective is to disseminate this study among influential individuals in the property industry, thereby fostering change on the ground.
Material impacts for value chain workers are managed by different departments. Given the decentralised structure of purchasing at URW, all URW buyers are involved in advancing the relevant contractual guarantees to ensure compliance with human rights and modern slavery standards.
(1) Case study available at : https://www.stronger2gether.org/product/construction-and-property-programme-collaborative-project/
The nature of interactions with external stakeholders varies depending on the department and the type of goods or services being procured. For example, a shopping centre’s General Manager will directly engage with cleaning service providers and their staff through regular weekly meetings with the site manager. Additionally, the General Manager and the service provider’s site manager collaborate closely on a daily basis, ensuring seamless operations and addressing any social issues through monthly activity reports and performance reports. This includes conducting safety meetings and engaging with H&S referents at the European level when necessary.
In contrast, a buyer involved in a development project may interact with multiple contractors and subcontractors, managing the value chain workers contributing to a project led by URW. In this specific case, a positive impact example would be the inclusion and enforcement of professional insertion clauses in the project’s contracts. At the project level, each Project Manager is responsible for upholding H&S and human rights standards on the construction sites under their supervision. For standing assets, the General Manager covers equivalent responsibilities, ensuring that feedback and grievances from workers are considered and addressed promptly.
In 2024, there was a fatal incident involving a worker on site (subcontractor’s employee) at the Triangle project. The Health and Safety Coordinator ("CSPS") in charge of the site has approved the resumption of formwork and stripping activities from October 7, 2024, which were suspended following the accident on September 24, 2024. In agreement with the CSPS, activities not affected by the accident resumed on September 25, 2024. The URW project team, along with the General Contractor, conducted a thorough investigation to ensure that all H&S protocols were properly enforced. The detailed analysis of the incident was used to enhance anticipation mechanisms and reinforce existing protocols and H&S standards on site.
In 2024, tenders for the 2025 H&S audits in standing assets reinforced the prevention aspect by adding new topics: definition of accidents reporting process, appointment for a HSS coordinator for joint work, information on URW employees’ appropriate use of personal protective equipment and up-to-date prevention plan signature by contracted companies.
Every single year, the Group’s target is to obtain at least a “B” ranking for all its standing European owned and managed assets for the annual assessment of H&S risks. In 2024, 77% of assets were audited Group-wide (76% in 2023); 100% (98% in 2023) in Europe and none in the US(1). 100% of audited sites obtained an “A” or “B” rating level, no asset obtained a “C” rating. No “D” rating has been given for more than 10 years.
| 77% | 76% | 100% | 83% |
|---|---|---|---|
| 100% | 100% | 100% | 100% |
|---|---|---|---|
| 2024 number of sanctions for non-compliance related to building health and safety | 0 |
|---|---|
| 2024 monetary value of associated fines (€) | 0 |
Under the direct supervision of dedicated referents, the Group tracks the effectiveness of its policies, mechanisms and associated actions to ensure the upholding of H&S standards. Likewise, regarding human rights and modern slavery, URW is committed to implementing its policies and action plans.
In the Group's construction activities, no Group-wide targets have yet been defined. For further details on actions, and associated processes see respectively sections 3.2.3.2.3 Policies related to value chain workers, 3.2.3.2.5 Processes to remediate negative impacts and channels for value chain workers to raise concerns, 3.2.3.2.6 Taking action on material impacts on value chain workers, approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions.
In 2025, URW will focus on tracking the effectiveness of its sustainable purchasing approach by monitoring the percentage of Responsible Purchasing Charter coverage. This percentage will be measured annually. The Group’s ambition is to cover the largest possible share of procurement with the Responsible Purchasing Charter integrated, whether in contracts or purchase orders, starting from the initial roll-out in 2023.
(1) The US assets are covered by a dedicated Injury and Illness Prevention Programme ("IIPP"), in line with state and federal regulations.
In the context of this report, affected communities are the local communities of which URW’s assets are an integral part. As an operator of sustainable places that Reinvent Being Together, URW has an active role to play within communities in which it operates. The CRP are covering the assets defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement.
Information on the way URW addresses stakeholders, including affected communities, can be found in Section 3.2.1.3.2 Interests and views of stakeholders.
Positive impacts generated by standing assets contribute to thriving communities, which creates a positive social and economic dynamic in the communities that mutually benefits the asset in multiple ways. Communities impacted could be, for example, workers, local businesses, neighbour groups, communities living or working around the standing assets, schools, as well as customers. They can directly benefit from upskilling, training and employment or indirectly through Community Resilience Action Plans ("CRPs") which address key issues such as reducing crime, creating a healthier community, helping vulnerable people live independently, increasing community collaboration, and encouraging circular economy.
Supplementing the asset-level CRPs, URW maintains a Volunteering Programme to encourage and support employees in contributing to their communities through volunteer work. This initiative reflects URW’s commitment to social responsibility and community engagement, fostering a culture of giving back and making a positive impact.
Please see Section 3.2.1.4.1 Description of the process to identify and assess material impacts, risks and opportunities, and Section 6.1.2 Group Enterprise Risk Management framework, respectively for more detailed information on the double materiality analysis and the risk identification process.
As explained in Section 3.2.1.3.1 Strategy, business model and value chain, and Section 3.2.1.3.3 Material impacts, risks and opportunities, and their interaction with strategy and business model, as the operator of welcoming and inclusive places where people of all backgrounds connect, URW identified having a positive impact on communities as an opportunity for URW’s destinations to be catalysts for economic and social vitality, supporting social cohesion.
relationships to understand challenges faced by the communities the assets belong to and coordinate common answers. By generating social capital and reducing risks in and from the community, resilience is a part of the business performance and essential for the long-term growth of the assets in their local areas.
The third pillar of the Better Places roadmap aims at delivering value to support thriving communities. As welcoming and inclusive places where people of all backgrounds connect, URW’s destinations are catalysts for economic and social vitality, supporting social cohesion. URW is aware of the leading economic importance of its real estate properties. In addition to being an urban planner, providing public facilities and building unique, iconic and well-connected places, URW plays a key role in the local ecosystem. URW positively impacts local communities via 3 major axes embedded in Community Resilience action Plans (CRPs). The CRPs, implemented in owned and managed shopping centres and airports, which are part of the long-term social strategy designed at the asset level, aim to contribute to the development of both the community and the asset itself. These plans are delivered through the Social Value Framework, consisting of 3 themes (presented below). This framework ensures that key community issues are identified in collaboration with local stakeholders as collaboration enriches the CRP with valuable insights, which results in high social impact outcomes through meaningful community programmes that can be measured and reported on:
Moreover, as an economic driver, URW creates thousands of direct or indirect employment opportunities through construction and operational spending, tenants’ sales and activities, suppliers’ activities and local taxes. URW also supports local businesses by providing retail spaces and fostering a vibrant commercial environment. This not only boosts the local economy but also creates a diverse and dynamic community. For instance, URW often leases space to local entrepreneurs and small businesses, helping them grow and succeed.
In line with the Better Places roadmap, URW’s policies and approaches related to communities are under the general supervision of the CRSO and are supported at the local level by Managing Directors and COOs. For more information, please see Section 3.2.1.2.1.2 Roles and responsibilities of the administrative, management and supervisory bodies with regard to sustainability matters.
January 2024, this study, the first one published in the retail real estate industry in the EU, shows the positive footprint the Group has for communities and for citizens in their daily lives1. In 2024, URW worked collaboratively with EY and the Palladio Foundation to extend impact measurement approaches to the wider real estate and "urban industry" in France.
In 2020, the results of a study2 conducted on the socio-economic impact of the Viparis’ activity in the Paris region (Île-de-France) revealed that 30,000 jobs are estimated to be supported by the events and tourism generated by Viparis’ operations. In addition, Viparis acts as an economic partner at a local level by sourcing from near-exclusively local suppliers and a majority of small and medium-size enterprises ("SMEs").
Each year, the Group’s owned and managed shopping centres and airports update their CRP. Within this framework, each shopping centre management team conducts an in-depth analysis of the key issues faced by the local community. They identify key stakeholders to collaborate with, exchanging visions and strategies to address these issues. The results of this analysis are formalised into a long-term strategy and translated into short-term, co-constructed projects tailored to the community’s strengths and vulnerabilities. Each year, URW tracks the results of its action plans and measures the number of people supported.
URW regularly holds local community consultations on its CRPs implemented at asset level. By the same token, URW values collaboration with expert partners, such as specialised non-profits, in order to maximise the scale of and expand the reach of the Group’s social value initiatives. It also ensures that diverse viewpoints and complementary sets of expertise improve the quality of these initiatives. In addition to reinforcing the dialogue with local stakeholders, these processes enable the Group and each asset to improve the monitoring of its local involvement and enhance its positive impact for the communities.
URW considers the impact on local communities as an opportunity for its activities.
(1) The Impact Report is available at: https://downloads.eu.ctfassets.net/1e76kztii87u/4eWYvczZ2mm2MNi4OBsMBB/f26421d0bab8c26da95a9f596d9c863e/202urw-impact-study-europe.pdf
(2) 10 ans d’impact positifs en Île-de-France – Unibail-Rodamco-Westfield au service de la transformation du territoire francilien, published in 2020: https://assets.eu.ctfassets.net/1e76kztii87u/k6qVmD0qevu1LlfdMWCxy/9ca8669da8d660b3740802173ac51c8a/20200817-urw-10-ans-d-impacts-positifs-en-ile-de-france_onlyfr.pdf
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to managing material risks and pursuing material opportunities related to affected communities, and effectiveness of those actions (ESRS S3-4)
Each year, the Group measures the impacts of the actions on affected communities through different indicators.
URW engaged in various initiatives supporting local employment, diversity, and social inclusion: in 2024, the Group assisted 21,459 individuals in securing jobs or receiving training, including through job fairs in France that attracted 10,246 unemployed people.
Besides contributing to local employment, URW supported community activities in its shopping centres aimed at promoting social cohesion. These activities included blood drives with 48,100 donations in the UK, health awareness programs, distribution of meals and goods to underprivileged groups, and promoting access to cultural projects for all. 156,447 community members participated in these local initiatives.
The Group also implemented local initiatives aimed at having a positive impact on the environment, such as promoting the circular economy or creating community gardens.
Overall, close to 730 initiatives were carried out, the Group supported more than 350 NGOs, and donated more than €35 million in cash or in kind (physical or digital space, goods, and services) to support these initiatives.
In 2024, the Group’s Volunteering Programme focused on building stronger communities through strengthening social inclusion. The Group’s 2 major yearly social initiatives, URW for Jobs and URW Community Days continued to be supported by the commitment of Group employees. In 2024, 74% of the Group’s employees (1) volunteered to support local communities where the Group operates. This represents over 9,300 volunteering hours delivered by URW employees.
In 2024, no severe human rights issues and incidents connected to affected communities have been reported or identified by URW.
In 2023, the Group committed to support its role as a catalyst for economic and social impact with a target of 15,000 people supported annually from 2024 through training, social inclusion and employment opportunities.
The targets have been set by carefully considering the potential impact of URW on the communities surrounding their centres. This process involved assessing how URW’s operations affect local communities and identifying ways to mitigate negative impacts while enhancing positive ones. URW’s assets and workforce are viewed as catalysts for change, leveraging their resources and expertise to drive community development initiatives. By engaging with community stakeholders, conducting thorough impact assessments, and setting measurable targets, URW aimed to create sustainable and thriving communities around their centres. This approach strived to ensure that URW not only manages material risks and opportunities but also contributes positively to the social and economic well-being of the communities they serve.
Please see results in the 3.2.3.3.6 Taking action on material impacts on affected communities, and approaches to managing material risks and pursuing material opportunities related to affected communities, and effectiveness of those actions.
(1) All employees excluding employees on leave of more than 6 months, newcomers (joining after October 1, 2024) and Viparis employees.
URW is an owner, developer and operator of sustainable real estate assets in dynamic cities across Europe and the United States. The Group operates 71 shopping centres in 11 countries. These centres attract over 900 million visitors a year and provide a platform for retailers and brands to connect with consumers.
As an operator of sustainable places that Reinvent Being Together, URW has a key role to play towards its customers and end-users defined as visitors of the Group’s destinations and the tenants operating in its assets. The policies, processes and approaches implemented by URW are both driven by tenants’ and customers’ expectations in terms of destinations demonstrating environmental exemplarity (see Section 3.2.2 Environmental information) and an answer to the demand for more sustainable consumption options.
The Better Places Certification and the Sustainable Retail Index coverage is defined in Section 3.2.1.1.1 General basis for preparation of the Sustainability Statement.
Information on the way URW addresses stakeholders, including tenants and visitors, can be found in Section 3.2.1.3.2 Interests and views of stakeholders.
positive impact its retail assets have in fostering the growth and development of brands and products that benefit consumers. This impact is particularly evident in how these assets help consumers transition towards more sustainable consumption habits. This initiative is closely aligned with the Sustainable Experience pillar of the Better Places roadmap, which emphasises creating destinations that support sustainable living.
URW’s ability to influence the adoption of new sustainable lifestyles is deeply connected to the appeal of its destinations. By making these locations attractive and engaging, URW can draw in consumers and brands that are committed to sustainability. This creates a virtuous cycle where the popularity of these destinations enhances their role in promoting sustainable practices. Retailers, who are URW’s tenants, play a role in maximising the realisation of the Sustainable Experience pillar. By collaborating with these retailers, URW can ensure that the products and services offered align with sustainable values, thereby enhancing the overall impact of their strategy.
Simultaneously, the targeted end-users of this strategy are the visitors. URW aims to positively influence these visitors by providing them with sustainable options and experiences. By creating an environment that encourages and facilitates sustainable consumption, URW can help visitors transition towards greener lifestyles. Please see Section 3.2.1.4.1 Description of the process to identify and assess material impacts, risks and opportunities, and Section 6.1.2 Group Enterprise Risk Management framework, respectively for more detailed information on the double materiality analysis and the risk identification process.
As explained in Section 3.2.1.3.1 Strategy, business model and value chain, and Section 3.2.1.3.3 Material impacts, risks and opportunities and their interaction with strategy and business model, end-consumers and end-users have been integrated in URW’s approach and business model (within the value chain).
URW sustains the growth and development of brands and products that positively impact consumers and their ability to transition towards a more sustainable way of consuming. As a platform and landlord renting space to retailers, URW has the capacity to support the sustainable evolution of retail (access to more sustainable products and services) while meeting the changing needs of consumers. The Group focuses on 3 levers:
Preparation of the Sustainability Statement; and
To the limited extent applicable, consumers and end-users are included in the scope of application of URW’s Human Rights Policy(3), which is aligned with the UNGPs, the OECD Guidelines for Multinational Enterprises and ILO standards. No cases involving them have been reported in 2024.
(1) Please access the following link to learn more about the collaboration between Good on You and URW: https://partnerships.goodonyou.eco/case-studies/urw
(2) On the first available retail sectors of the SRI, namely Fashion and associated retail sectors.
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In line with the Better Places roadmap, URW’s policies and approaches related to consumers and end-users are under the general supervision of the CRSO and the Chief Customer and Retail Officer, and are supported at the local level by COOs and Managing Directors. For more details on the responsibilities on these topics, please see Section 3.2.1.2.1.2 Roles and responsibilities of the administrative, management and supervisory bodies with regard to sustainability matters.
To understand sustainability perceptions, needs and expectations within shopping centres, the Group collaborated with external experts specialised in the retail sector, along with internal experts, to develop tools that support the transformation of retail towards sustainability. The Better Places Certification was designed with the support of Bureau Veritas Solutions and WWF France(1). The Better Places Certification covers a 360° approach of sustainability-related aspects on site: from the sustainable performance and sustainable offer at asset level, to the shops’ sustainable performance and sustainable offer.
With this holistic approach, the Certification encompasses current core industry standards, such as BREEAM In-Use and Energy Performance Certificates, while complementing them with 8 additional environmental and social categories: water use; biodiversity; energy and climate; waste management; mobility; health, safety and comfort; sustainable consumption; and communities and local support.
URW leveraged its industry influence and Good On You’s expertise, a leading sustainability ratings platform for the retail sector, and the technical and critical expertise of WWF to develop the SRI methodology.
To measure the integration of sustainability in the customer journey, URW conducts customer surveys with the loyalty database since 2020 with a specific focus on sustainability-related topics. With the Westfield Brand Tracker, URW also tracks sustainability perceptions and expectations for those living within the catchments of Westfield-branded assets, on a quarterly basis since Q3 2022. Key takeaways, insights and results from both programmes are leveraged to strengthen the Company’s customer actions. For instance, these insights guide the deployment of URW’s Sustainable Experience pillar by informing decisions on the retail mix and the services offered. This ensures that the products and services available at URW properties align with consumer expectations for sustainability. Additionally, the feedback helps URW to enhance its sustainable offerings, such as eco-friendly products, green spaces, and recycling facilities, thereby creating a more sustainable and appealing shopping experience for visitors.
The collaboration with retailers is crucial to match customer needs on local production, sustainable materials, local initiatives and partnerships with local associations or actors. On a yearly basis, URW also conducts tenant satisfaction surveys in each shopping centre were pursued in 2024 in Continental Europe and the UK, to gather the tenants’ feedback on key topics such as accessibility, marketing, security, cleaning, services, sustainability and management of the shopping centre. 61% of the tenants participated in the survey (5,400 responses), and they expressed an overall satisfaction of 76%. In the US, General Managers engage on a monthly basis with tenants to assess their satisfaction and identify areas of improvement.
URW’s retail assets across Europe and the US. It serves as a platform for sharing important updates, coordinating activities, and fostering a collaborative environment among all stakeholders. The application also supports various operational functions, such as maintenance requests, event planning, and promotional activities, making it an indispensable tool for efficient centre management. By leveraging the capabilities of the URW “Connect” application, URW ensures that tenants and service providers are well-informed, engaged and satisfied, ultimately contributing to the overall success and sustainability of its shopping centres.
(1) WWF France shared its expertise and critical-friend vision on the biodiversity, water, mobility, energy, sustainable consumption and climate aspects of the criteria.
In addition to the satisfaction surveys used to assess tenants’ and customers’ views on URW, the Group is committed to maintaining open lines of communication with consumers and end-users. To this end, URW has established multiple channels for raising concerns and providing feedback. These channels include customer service desks at URW retail properties, dedicated email addresses and social media platforms. The Integrity Line, which offers a confidential and anonymous way to report issues, is available to all external stakeholders, including consumers and end-users. URW ensures that all concerns are promptly addressed, and feedback is systematically used to enhance its operations and services.
To measure the effectiveness of these communication channels, shopping centre management and marketing teams regularly reviews the volume and nature of the feedback received. This data helps the Group to continuously improve its customer service processes and ensure that the channels remain effective and user-friendly. Furthermore, URW has robust policies in place to protect the privacy and personal information of individuals using these channels. These policies comply with relevant data protection regulations and ensure that all personal data is handled securely and responsibly. For more information, please refer to Section 2.4.7 Data protection.
For more information on URW’s Integrity Line, please see sub-section "whistleblowing platform: URW integrity line" in Section 2.4.4 Compliance programme.
relies on the assessment of 96 criteria. Each of assets will receive a rating from A to E, demonstrating the progress they have made in their sustainability performance. The Certification is designed to highlight each centre’s commitments and inform consumers and communities about the steps being taken at their shopping centre to promote sustainability and sustainable consumption. The backbone of the strategy is to deploy the Better Places Certification across in-scope European retail assets and, once the assets are certified, continuing to implement measures to improve the asset rating as part of a continuous improvement approach.
Launched in 2023, the SRI provides a dynamic and detailed view on retailers’ sustainability commitments and performance. It assesses retailers in 2 ways, each of which makes up the SRI score:
Each retailer receives one of 5 labels, relative to the best performers within the same industry: Leader (5/5); Advanced (4/5); Active (3/5); Starter (2/5); and Inactive (1/5).
URW aims to expand the rated perimeter of the SRI by increasing its coverage rate, in line with the Better Places targets. This involves setting specific improvement goals for regional teams and closely monitoring their progress with involved teams.
While Group and regional-level SRI scores will be shared annually, individual retailers scores are not disclosed publicly but support discussions with URW’s partners on their sustainability transition.
URW is actively developing the SRI methodology, with a target of increasing coverage by expanding to new retail sectors by the end of 2027, such as Home, Technology, Food & Beverage Services retailers.
The Better Places Certification and SRI initiatives are assisting URW in addressing consumer needs, ensuring the Group’s offer aligns to their ever-increasing expectation for sustainable places and products.
To complement that, each shopping centre hosts a wide array of on-site sustainability-oriented experiences such as the Westfield Good Festival.
In addition, URW has signed a partnership with WWF France including a key objective to raise visitor awareness. This partnership is enabling URW to raise public awareness on responsible consumption and WWF’s missions and encourage visitors to actively support actions to protect nature and biodiversity as well as to raise funds for WWF. URW welcomed WWF to speak and communicate in its Westfield centres during the Westfield Good Festivals in Austria, Poland and France.
In line with the policies described above, to accelerate the transition towards more sustainable experiences, URW has set 3 main targets in its Better Places roadmap’s Sustainable Experiences pillar:
In 2024, the SRI was extended, on top of the Fashion (3) sector, to cover Health & Beauty and General Services (4) for which the methodologies were developed respectively in 2023 and 2024, with assessments conducted in 2024. As a result, the SRI covered 70% of European eligible revenues (4), in line with its 2024 target.
and represents approximatively 3,900 stores and 1,000 brands. The Sustainable Experiences targets have been designed to meet the expectations of retailers and visitors. These targets reflect a comprehensive understanding of the diverse needs and aspirations of each group:
In 2024, 22 Westfield-branded centres in Europe and 15 in the US held the second edition of the Westfield Good Festival, a flagship annual event. This second edition offered to visitors a mix of sustainability-themed experiences and activities including workshops, second-hand markets, influencer talks and pop-up stores, delivered in partnership with more than 120 brands, NGOs and local organisations. The Festival also showcased the winner of the People’s Choice Award at the 2023 Westfield Grand Prix (in France, the UK, Spain, Germany and Austria).
For more detailed information, please refer to Section 3.2.1.2.1 The role of the administrative, management and supervisory bodies, and Section 2.2 Management and Supervisory bodies.
Through its Code of Ethics, URW is committed to strong ethical core values when it comes to how it conducts its day-to-day business in an ethical, transparent and fair manner.
The GRC supports the development of a risk culture within the Group, promotes open discussion regarding key risks, integrates risk management into the organisation’s objectives and compensation structure, and creates a corporate culture such that people at all levels manage risks.
For more detailed information, please see Section 2.4.4 Compliance programme, and Section 2.4.5 Anti-Corruption programme.
The Group is committed to conducting its business in compliance with the applicable anti-corruption laws and to fighting against all forms of corruption such as bribery, extortion or solicitation, and influence-peddling, whether the intended recipient, extorter or solicitor of a bribe is a public official, a politician, or a private individual or company. URW aims to combat and prevent corruption and embezzlement by implementing an anti-corruption programme. The ACP has been created to comply with applicable laws, such as the French Sapin II Law, the UK Bribery Act and the US Foreign Corrupt Practices Act.
The GCO assisted by Local Compliance Correspondents (“LCCs”) (EU platform) and the Compliance Officer of URW NV (US platform) is responsible for the proper implementation of the Compliance programme throughout the Group.
URW has developed a framework relying on several dedicated procedures, policies, tools and processes to fight against corruption. The Group ACP provides a comprehensive view of this framework to prevent, detect and respond to the risk of corruption and is available on the Group’s intranet.
Reporting directly to the CEO, the GCO promotes higher ethical standards by implementing key processes within the ACP such as the Know Your Partner due diligence for assessing compliance with trade sanctions and business partners' integrity and reputation, the Gift and Entertainment Policy, donation and sponsorship procedures, and prohibiting facilitation payments.
At the local level, LCCs (EU platform) are appointed by the GCO in agreement with the Group General Counsel, whereas the Compliance Officer of URW NV (US platform) is appointed by the MB of URW NV.
Preventing any form of disreputable conduct is key for URW. Being able to report any breaches of the Law or the Code of Ethics at URW is possible through different methods. It can be through management or the URW Integrity Line.
As expressed in the URW Integrity Line and Whistleblowing Statement(1), when a concern is reported through the URW Integrity Line, the GCO confidentially reviews the concern and sends a receipt confirmation to the whistleblower. The GCO confirms whether the incident falls under the scope of whistleblower alerts, provides an estimated timeline and next steps, and requests additional information if needed. The purpose of the investigation is to address concerns confidentially and objectively and to take action to stop any reported transactions and relationships with third parties. The MB strictly enforces the Group’s zero-tolerance principle regarding violations of the ACP.
URW has conducted a comprehensive identification of departments/activities potentially exposed to corruption within the organisation such as:
Risk scenarios have been assessed using URW’s internal corruption risk mapping methodology. Internal Audit teams perform periodic reviews on the effective implementation of the anti-corruption due diligence on a random basis all over the Group.
wrongdoing. For more detailed information, please see sub-section “Whistleblowing platform: URW Integrity Line” of Section 2.4.4 Compliance programme, or the URW Integrity Line and Whistleblowing Statement itself, available on URW's website. In line with The Directive (EU) 2019/1937 of the European Parliament and of the Council of October 23, 2019, on the protection of persons who report breaches of Union law, URW encourages employees' and third parties' openness and transparency and will support anyone who raises genuine concerns, even if they turn out to be mistaken. URW is committed to ensuring that reporters do not suffer retaliation and that no one suffers any detrimental treatment as a result of reporting their suspicion that an offence is or may be taking place in any part of URW's business or in any of its supply chains or with any of its third parties. Internal procedures are in place to anticipate, identify and prevent any infringement on employees’ human rights and freedoms. These include, for instance, clear rules against any form of discrimination along with anti-harassment and anti-bullying practices including a whistleblowing hotline accessible 24/7 to all employees.
All employees and contractors are invited to report cases or suspicions of criminal activity, violations of national and international laws, any serious threat or harm to the general interest of URW, or breaches of the Group Code of Ethics or other internal policies, by using the Group’s whistleblowing platform, the Integrity Line. The platform is hosted by an external provider and is available 24/7 from any location worldwide in all spoken languages within the Group (https://urw.integrityline.org/). The whistleblowing platform allows anonymous reporting and ensures strict confidentiality of the identity of the reporter. The Group policy is to guarantee to not discipline, discriminate or retaliate against any employee or other person who in good faith reports information related to a violation. The Group Whistleblowing Policy has been developed to comply with articles 6, 8 and 17 of the French Law No. 2016-1691 of December 9, 2016, called “Sapin II” as well applicable data protection regulation in the relevant jurisdiction. The monitoring of this policy is under the responsibility of the GCO in collaboration with the Compliance Officer of URW NV for the US Platform (see Section 2.4.7 Data protection).
For more detailed information, please see Section 2.4.5 Anti-Corruption Programme.
Regarding the Convention & Exhibition activity, Viparis exercises in France a significant leadership on exhibition centres in the Greater Paris area, with a strict supervision process by the DGCCRF. Viparis’ employees and managers are required to follow regular training courses and an annual online training module on ethics and Viparis’ Anti-Corruption Programme (“Viparis ACP”), intended to raise awareness on situations presenting a risk of corruption, to guide and explain how to comply with the Code of Ethics and the Viparis ACP.
URW maintains a clear and well-defined Group-wide approach regarding its interactions with public administrations, as outlined in its Code of Ethics. This approach emphasises the importance of:
(1) Latest version available at: https://www.urw.com/en/csr/csr-documents
By following these principles, URW aims to foster trust and integrity in its relationships with public administrations, with a zero tolerance for corruption.
Purchases at URW can be split into 3 categories:
Purchases consist principally of OPEX and CAPEX for the operation and development of properties (overheads being a small part of the overall expenses).
To strengthen its approach to responsible procurement, URW established a mapping of sustainability-related risks in its supply chain in 2021. This mapping allows URW to understand and identify key risks related to sustainability in its upstream value chain and allows the Group to define and implement action plans to manage these risks. The mapping has involved key representatives of functions with high procurement volumes (such as development teams or technical teams) as well as the Group Compliance team. The mapping covers 10 key procurement categories under 11 risk categories (resources consumption, pollution, waste generation, climate change, biodiversity, illegal/forced work, discrimination/harassment, working time/salary, H&S, data protection, and corruption), with distinction between countries. This mapping includes mapping of the main existing risk management measures already in place within the Group. The double materiality analysis also integrated the outcomes of this risk mapping.
The high ESG risk supplier categories remain the ones related to construction. These suppliers are particularly exposed to environmental (raw material sourcing, access to resources, waste management and carbon emissions), social (labour practices, including worker safety, fair wages, and working conditions) and governance risks (compliance with regulations, ethical business practices, and transparency).
Please refer to Section 3.2.1.3.3 Material impacts, risks and opportunities and their interaction with strategy and business model.
URW standards and encourages its suppliers and service providers to adopt more sustainable practices both in development and in standing operations supplies. Given the size of its portfolio, the Group works with a complex supplier network composed of many suppliers, contractors and subcontractors. URW’s sustainable purchasing strategy focuses on selecting responsible suppliers, implementing the Responsible Purchasing Charter along with additional local initiatives, and incorporating specific sustainability clauses in contracts. This approach also ensures it is not exposed to the risk of depending on only a few strategic suppliers.
URW’s governance of supply chain and purchasing is a comprehensive coordination effort that involves the Sustainability team, the Compliance team, and the relevant purchasing departments. In countries where there is a dedicated purchaser, these departments work closely together to ensure that all procurement activities align with URW’s sustainability goals and compliance standards. This collaborative approach ensures that purchasing decisions are made with a focus on ethical practices, environmental responsibility, and adherence to regulatory requirements. It is the responsibility of the Regional Managing Director and Regional COOs in Europe and in the US to prepare, update and implement a documented purchasing procedure (challenging process) in strict compliance with the URW Responsible Purchasing Charter and the Code of Ethics. In 2024, URW launched a task force for the Group to anticipate the next steps to prepare for the CS3D regulation, including the associated risks.
To secure the proper application of these rules, in the case of a tender process and over the term of a contract, the supplier can contact the GCO at any time to raise and submit a complaint, in accordance with the Group’s whistleblowing procedure. The URW corporate Internal Audit team carries out regular audits across the Group to validate the thorough application of the Group’s procurement guidelines.
In 2024, URW was again identified as a global leader for engaging with its suppliers on climate change, being awarded a position on the 2023 Supplier Engagement Assessment Leaderboard by global environmental impact non-profit CDP. URW was recognised to be among the top 17% of organisations assessed by CDP.
The Group-wide purchasing procedure guarantees an optimised price for the best level of service while securing an equal treatment among providers/suppliers. It states that the suppliers of all goods and services must be selected fairly on the basis of objective, comparable criteria and, when relevant, according to procedures relating to invitations to tender. Prospective business partners are screened in line with the “Know Your Partner” procedure of the Group. As part of this due diligence, the Group evaluates any violations with respect to international sanctions, environmental misconduct, suspected or confirmed act of corruption, illegal employment of migrant workers, child labour, human trafficking and modern slavery, and any red flags identified are escalated with the Compliance department. In addition, these environmental and social factors are of particular importance to the Group in its choice of suppliers.
At the Group scale, in 2023, URW rolled-out a Responsible Purchasing Charter (the latest version is available on URW’s website) to clearly define its commitments and requirements to direct and indirect suppliers, in terms of human rights guarantees, adequate wages, H&S, sustainability, fair competition, business integrity and the prevention of any form of corruption. The Charter aims to offer a framework to appropriately monitor URW’s suppliers’ policies, commitments and, if needed, corrective actions taken. The Charter is meant to be a contractually binding document between URW and its suppliers. For the sake of reciprocity, URW also endeavours to comply with all requirements set forth in this Charter, where applicable to its own operations. Since the end of 2024, the Charter is integrated in the purchase order templates for all geographies, to reinforce the coverage and expand the scope of purchases that can be covered.
Some local initiatives supplement the Group Responsible Purchasing Charter:
Sustainability
General Purchasing Conditions apply for all the countries in which URW operates, although they vary between Continental Europe, the UK and the US, according to local requirements. A clause is also automatically included in these conditions, requiring suppliers to abide by the Group’s Code of Ethics provisions, including complying with applicable laws and regulation, prevention of all forms of corruption and discrimination, respect for human dignity and for employees’ work, preservation of the environment, and reporting practices that are in breach of these principles using the contact procedure provided by the Group.
In Continental Europe, for standing assets, service providers (particularly cleaning, multi-technical maintenance and security companies), are asked to sign the General Purchasing Conditions attached to each contract. This includes a sustainability clause covering all environmental issues, notably improved energy efficiency, responsible waste management and the use of environmentally friendly products and materials, and which ensures the protection of social and labour rights, including a commitment to comply with the conventions and standards of the ILO and with local employment legislation.
In the UK, the standard service agreement includes a commitment to comply with all relevant safety, labour and environment (including but not restricted to waste and water management) legislation, with the site environmental management accreditation (ISO 14001) and with best practices in these areas.
In the US, clauses require the suppliers not to engage in any direct or indirect form of human trafficking, slavery, or forced or involuntary labour.
of the professional integration actions implemented, and results obtained in each of the Group assets in which they operate. To further the potential positive impact that URW expects to have on value chain workers, the push for professional integration clauses aims at improving the working conditions on URW construction sites. The contractor collects and provides it monthly reports on the number of effective professional integration hours and before the end of the following month, all documents containing all useful information (monthly certificate, hiring date, type of contract, position held, proof of eligibility of the recruited persons, etc.) that allow the control of the execution and the evaluation of the actions carried out during the quarter.
For high-risk suppliers meaning construction suppliers, URW establishes dedicated purchasing practices for development in Europe (except the UK and Italy) regardless of asset ownership. These practices encompass goods, works and services, including design and construction and is guided by the following principles:
As outlined by its internal sustainability guidelines for development projects, by supporting the development of new construction materials, URW strives to position itself as an innovative leader in sustainable construction, driving demand for alternative materials, such as low carbon concrete, bio-based materials or traditional materials with very high recycled content. For more information on URW’s approach to the procurement of innovative, alternative and recycled materials, please see sub-section “Sustainability Guidelines for development projects” in Section 3.2.2.5.2 Policies related to resource use and circular economy.
highlighted that its purchases have a positive impact on local communities and suppliers:
The majority of URW’s purchases are made locally. For example, assets and corporate offices primarily source from suppliers within their country of origin. This demonstrates that URW is not significantly exposed to suppliers in countries with less stringent standards regarding working conditions and environmental protection, as most suppliers are based in the EU or the US. OPEX and CAPEX mostly comprise labour-intensive services and to that extent are purchases that cannot be relocated. Most of the supply chain is composed of local companies or subsidiaries that support the local economy. In addition, wherever possible, the buyers favour local purchases in the catchment area of the Group’s assets in order to contribute to employment and local economic development.
The Group has implemented robust internal mechanisms to prevent, detect and monitor potential risks of engaging in practices that could lead to corruption or bribery, such as the ACP, the Anti-Money Laundering Programme and the Group Code of Ethics. The GCO is responsible for overseeing and enforcing these policies. The GCO is appointed by the SB of URW SE upon recommendation of the Chief Executive Officer (“CEO”). To ensure full independence, the GCO reports to the CEO and the Chairman of the SB. The detailed governance framework is available in Section 2.4 Ethics and compliance within the Group. The GCO reports all material compliance breaches to the SB.
The Annual Compliance Report and, if any, dedicated incident reports related to compliance matters, are brought to the attention of the SB for discussion. Promoting compliance awareness from the top on a recurring basis is one of the MB and Group Compliance Officer’s responsibility in line with the ethics and compliance framework. The Group’s policies are available on the intranet for internal distribution. The Code of Ethics has been distributed and communicated to all employees. Additionally, online training covers the Group’s compliance policies, and the Compliance team organises anti-corruption events, such as “Compliance Days,” to raise awareness about fighting corruption.
The Integrity Line, the Group’s internal alert system, is communicated through the intranet and our public website. It is accessible to all third parties via contracts or dedicated communications, including current, past and prospective employees, shareholders, directors, Board members, independent contractors, consultants, agents, volunteers and vendors.
Throughout the year, the Compliance team has conducted several in-person training sessions on various topics. For example, the US team received training on the importance of whistleblowing and the non-retaliation principle adopted by URW. In France, training focused on identifying third parties and conducting proper due diligence.
“Compliance in Actions!” includes a clear reminder of the Group’s zero-tolerance principle.
For further information on the Group’s policies and commitments against corruption, bribery and fraud, please refer to Section 2.4 Ethics and compliance within the URW Group, and Section 6.2.2.5 Category #5: legal and regulatory risks.
For more detailed information, please see Section 2.4.5 Anti-Corruption Programme.
In 2024, URW has no confirmed incidents in which its own workers were dismissed or disciplined for corruption or bribery-related incidents. Additionally, there have been no confirmed incidents where contracts with business partners were terminated or not renewed due to violations related to corruption or bribery. Furthermore, there are no public legal cases regarding corruption or bribery brought against the Company or its workers during the reporting period, including cases initiated in previous years where the outcome was established in the current reporting period. In 2024, there were no convictions or fines related to sanctions linked to ethics or anti-corruption for URW.
For more information on URW’s approach to bribery and corruption, please refer to Section 2.4.5 Anti-Corruption Programme.
(1) Analysis based on 2022 figures for Europe. Methodology defined by PwC Strategy & to measure the total impact of the centres, i.e. direct (URW activity), indirect (URW Tier-1 and Tier-2 suppliers), induced (resulting from direct and indirect consumption) and hosted (linked to URW tenants). The contribution to GDP is estimated as the sum of direct (reflecting URW’s production, value added and employment), indirect (created in other sectors by the purchase of products or services from suppliers), induced (created by the consumption of employees whose jobs were created thanks to URW’s activity), and hosted (resulting from tenant sales). The tax contribution is estimated as the sum of property and other local taxes, employee and employer social security contributions, income tax and social security contributions (suppliers, tenants), suppliers’ corporate income tax, tenants’ corporate income tax and VAT generated by tenants’ sales.
The policy to prevent late payments is to align with all local regulations regarding payment terms, regardless of the size of the company, reflecting a commitment to fostering strong, mutually beneficial relationships with suppliers. Measures include advance payments for ancillary services, automated late payment reminders, penalties for late payments, and monitoring by a special "default" committee which decides on pre-litigation or litigation actions. As actions and policies are applied to all companies equally, URW has no specific approach towards SMEs.
particularly through procurement guidelines distributed across all countries.
URWis operating across 10 countries in Europe and for each, has put in place processes to comply with legal payment terms in place - the later varying between 30 and 60 days depending on geographies. Note that there is no legal payment terms in the US. The weighted average payment term over 2024 in Europe stands at 27 days and 88% of the payments have been made within applicable terms. At Group level (including US), the weighted average payment term over 2024 stands at 28 days1.
Following the first application of the CSRD for year 2024, and with respect to payment terms data collection, the Group will seek in 2025 to harmonize the methodology and to enhance scope exhaustivity (invoices) across geographies.
As at December 31st 2024, no litigation regarding payment delays has been recorded by the Group.
Year ended December 31, 2024
This is a translation into English of the statutory auditors report on the certification of sustainability information and verification of the disclosure requirements under Article 8 of Regulation (EU) 2020/852 of the Company issued in French and it is provided solely for the convenience of English speaking users.
This report should be read in conjunction with, and construed in accordance with, French law and the H2A guidelines on “Limited assurance engagement - Certification of sustainability reporting and verification of disclosure requirements set out in Article 8 of Regulation (EU) 2020/852".
To the Shareholders’ Meeting,
This report is issued in our capacity as statutory auditors of Unibail-Rodamco-Westfield SE. It covers the sustainability information and the information required by Article 8 of Regulation (EU) 2020/852, relating to the year ended 31 December 2024 included in section 2 of the group’s management report and presented in Section 3.2 of the Universal Registration Document.
Pursuant to Article L. 233-28-4 of the French Commercial Code, Unibail-Rodamco-Westfield SE is required to include the above-mentioned information in a separate section of its group's management report. This information has been prepared in the context of the first-time application of the aforementioned articles, a context characterized by uncertainties regarding the interpretation of the laws and regulations, the use of significant estimates, the absence of established practices and frameworks in particular for the double materiality assessment and an evolving internal control system. It enables an understanding of the impact of the group's activity on sustainability matters, as well as the way in which these matters influence the development of the business of the group, its performance and position. Sustainability matters include environmental, social and corporate governance matters.
Pursuant to Article L. 821-54 paragraph II of the aforementioned Code, our responsibility is to carry out the procedures necessary to issue a conclusion, expressing a limited assurance, on:
The engagement is carried out in compliance with the ethical rules, including independence, and the quality control rules prescribed by the French Commercial Code.
disclosure requirements set out in Article 8 of Regulation (EU) 2020/852".
In the three separate sections of the report that follow, we present, for each of the sections of our engagement, the nature of the procedures that we carried out, the conclusions we drew from these procedures, and, in support of these conclusions, the elements to which we paid particular attention and the procedures we carried out with regard to these elements. We draw your attention to the fact that we do not express a conclusion on any of these elements taken individually and that the procedures described should be considered in the overall context of the formation of the conclusions issued in respect of each of the three sections of our engagement.
Finally, when deemed necessary to draw your attention to one or more disclosures of sustainability information provided by Unibail-Rodamco-Westfield SE in the group's management report, we have included an emphasis of matter paragraph hereafter.
As the purpose of our engagement is to express limited assurance, the nature (choice of techniques), extent (scope) and timing of the procedures are less than those required to obtain reasonable assurance.
Furthermore, this engagement does not provide guarantee regarding the viability or the quality of the management of Unibail-Rodamco-Westfield SE, in particular it does not provide an assessment, of the relevance of the choices made by Unibail-Rodamco-Westfield SE in terms of action plans, targets, policies, scenario analyses and transition plans, which would go beyond compliance with the ESRS reporting requirements.
It does, however, allow us to express conclusions regarding the entity’s process for determining the sustainability information to be reported, the sustainability information itself, and the information reported pursuant to Article 8 of Regulation (EU) 2020/852, as to the absence of identification or, on the contrary, the identification of errors, omissions or inconsistencies of such importance that they would be likely to influence the decisions that readers of the information subject to this engagement might make.
Any comparative information that would be included in the group management report are not covered by our engagement.
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
Our procedures consisted in verifying that:
its impacts, risks and opportunities related to sustainability matters, and to identify the material impacts, risks and opportunities that lead to the publication of information included in section 2 of the group management report and presented in section 3.2 of the Universal Registration Document, and
We also checked the compliance with the requirement to consult the social and economic committee.
On the basis of the procedures we have carried out, we have not identified any material errors, omissions or inconsistencies regarding the compliance of the process implemented by Unibail-Rodamco-Westfield SE with the ESRS.
Concerning the consultation of the social and economic committee provided for in the sixth paragraph of Article L. 2312-17 of the French Labour Code, we inform you that as of the date of this report, this consultation has not yet been held.
We present below the elements that received our particular attention regarding the compliance with the ESRS of the process implemented by Unibail-Rodamco-Westfield SE to determine the information published.
Stakeholder identification information is mentioned in the group management report and presented in sections 3.2.1.3.2 - Stakeholder Interests and Views and 3.2.1.4 - Impact, Risk and Opportunity Management of the Universal Registration Document.
We learned about the analysis carried out by Unibail-Rodamco-Westfield SE to identify the relevant stakeholders for its own activities and within its value chain. We interviewed management and the Sustainability department and inspected the available documentation.
Information related to the identification of impacts, risks and opportunities is mentioned in the group management report and presented in sections 3.2.1.3.3 - Material Impacts, Risks and Opportunities and their relationship to the Strategy and Business Model and 3.2.1.4 - Management of Impacts, Risks and Opportunities of the Universal Registration Document.
We learned about the process implemented by Unibail-Rodamco-Westfield SE regarding the identification of impacts (negative or positive), risks and opportunities ("IRO"), actual or potential, in connection with the sustainability matters mentioned in paragraph AR 16 of the "Application Requirements" of the ESRS 1 standard.
We appreciated:
The information relating to the assessment of impact materiality and financial materiality is mentioned in the group management report and presented in section 3.2.1.4 - Management of impacts, risks and opportunities of the Universal Registration Document.
assessment process implemented by Unibail-Rodamco-Westfield SE, and assessed its compliance with the criteria defined by ESRS 1. In particular, we appreciated the way in which Unibail-Rodamco-Westfield SE established and applied the materiality criteria defined by the ESRS 1 standard to determine the material information published and the consistency of these criteria with the group's risk analysis.
Compliance of the sustainability information included in the group management report and presented in section 3.2 of the Universal Registration Document with the requirements of Article L. 233-28-4 of the French Commercial Code, including the ESRS.
Our work consisted of verifying that, in accordance with the legal and regulatory requirements, including the ESRS:
Based on the procedures we have carried out, we have not identified any material errors, omissions, inconsistencies regarding the compliance of the sustainability information included in section 2 of the group management report and presented in Section 3.2 of the Universal Registration Document, with the requirements of Article or L. 233-28-4 of the French Commercial Code, including the ESRS.
Without qualifying the conclusion expressed above, we draw your attention to the information provided in the group management report and included in section 3.2.1.1.2.1 - Note of first application of the Universal Registration Document, which underlines the scope, uncertainties and limitations characterizing the first application of Article L. 233-28-4 of the French Commercial Code.
included in the group management report and mentioned in section 3.2.2.2 of the Universal Registration Document.
We present below the elements that received our particular attention regarding the compliance of this information with the ESRS. Our procedures notably consisted of:
Sustainability
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
Based on the procedures we have carried out, we have not identified any material errors, omissions or inconsistencies relating to compliance with the requirements of Article 8 of Regulation (EU) 2020/852.
Information on the alignment of activities is included in section 2 of the group management report and is presented in section 3.2.2.6.4 - Share of URW's aligned activities in the Universal Registration Document.
As part of our vérifications, we notably:
Paris La Défense, March 20, 2025
The Statutory Auditors
Deloitte & Associés
Emmanuel Gadret
Catherine Saire
KPMG S.A.
Régis Chemouny
URW has a strong track record in the sustainable finance market. Since 2017, the Group has demonstrated its leadership and commitment to sustainability through the raising of sustainability-linked ("SL") financing, including:
Signed since 2022. These SL financings incorporate sustainability indicators (e.g. energy intensity, carbon emission reductions, BREEAM In-Use coverage and certification levels, and the percentage of URW employees that have participated in sustainability training) to be evaluated annually over the contract duration.
The achievement of such KPIs entail an obligation of transparency for the Group or the entity holding the asset (in the case of a mortgage financing), as monitoring indicators for these commitments must be externally audited.
Based on the Group’s fulfilment of these commitments, the SL financings include either a margin adjustment mechanism and/or a “sustainable” account on which the Group has pledged to invest the equivalent amount of the potential savings from these facilities in sustainability projects within the Group.
As at December 31, 2024, the total SL term loans and undrawn credit lines represented 84% of term loans and undrawn credit lines.
The Group currently has 2 frameworks for its green financing:
The Group originally launched its Green Bond Framework in 2014, approved by Vigeo. It was back then (i) aligned with the International Capital Market Association Green Bond Principles and (ii) consistent with the Group’s sustainability strategy. The funds raised from green bond issuances were used to finance new development projects, and/or standing assets, meeting all social and environmental criteria for the construction and operational phases defined in the “Use of Proceeds” procedure, specified hereafter. Green bonds were only used to finance resilient “best-in-class” assets, in line with a clear procedure for allocating funds (“Procedure for asset analysis, selection and monitoring under the 'green bonds' system” or “Use of Proceeds” procedure).
The following criteria were used to define “eligible assets”:
at a level of “Very Good” or above within a reasonable time after the start of operation.
(ii) In addition to the certification (which is a prerequisite), eligible assets had to meet additional criteria structured into 5 principles: respect for human rights, contribution to local development, monitoring of environmental impacts, promotion of responsible relationships with tenants and visitors, and promotion of responsible relationships (including social and environmental aspects) with suppliers. In total, 17 subcriteria were analysed for the construction phase, and 13 subcriteria were analysed for the operating phase.
Additional criteria and indicators for eligible assets of this framework are published on the issuer’s website at the following link: https://www.urw.com/en/investors/financing-activity/sustainable-financing.
In November 2022, URW introduced the Green Financing Framework, establishing clear requirements for the financing and/or refinancing of eligible new development projects and the regeneration of standing assets. With this update, URW imposes higher standards on energy performance and raises the eligibility criteria to require standing assets and development projects to meet a BREEAM certification level of at least “Excellent” and be closely connected to public transport. The new eligibility criteria also include EU Taxonomy requirements and carbon emission thresholds (based on the CRREM Decarbonation Pathways).
The 2022 Framework specifies the eligibility criteria, as well as the allocation and the reporting process to make it easier for investors to understand and track commitments. URW has also formed in 2022 a Green Financing Committee that rules on the Use of Proceeds and support future green financing allocations. The 2022 Framework is aligned with best market practices, including the June 2021 International Capital Market Association (“ICMA”) Green Bond Principles as well as the February 2021 Loan Market Association (“LMA”) Green Loan Principles, while taking into account the EU Taxonomy TSC. ISS ESG has issued a second party opinion on the framework confirming this alignment.
(1) As at January 1, 2024.
(2) Including mortgage financing backed by Westfield Centro (at 100%).
https://www.urw.com/investors/financing-activity/sustainable-financing
Under the Green Bond Framework, URW issued in 2014 the industry’s first Green Bond on the euro market (“Green Bond I”), and the first international non-Swedish corporate to issue a Green Bond on the SEK market (“Green Bond II”). In April 2015, the Group issued its second Green Bond on the euro market (“Green Bond III”) which was still outstanding as at December 31, 2024.
Under the 2022 Framework, a first Green Bond ("Green Bond IV") was issued in December 2023 as well as a €1.3 Bn dual-tranche bond issued in September 2024 ("Green Bond V" and "Green Bond VI"). Green bond issuances and the allocation of funds are approved by the Group's Green Financing Committee using a specific procedure formalised internally.
| Green Bond III (EUR) | Green Bond IV (EUR) | Green Bond V (EUR) | Green Bond VI (EUR) | |
|---|---|---|---|---|
| Issuer (legal entity name) | Unibail-Rodamco-Westfield SE | Unibail-Rodamco-Westfield SE | Unibail-Rodamco-Westfield SE | Unibail-Rodamco-Westfield SE |
| Date | April 15, 2015 | December 11, 2023 | September 11, 2024 | September 11, 2024 |
| Size | €500 Mn | €750 Mn | €650 Mn | €650 Mn |
| Maturity | 10 years | 7 years | 5 years | 10 years |
| Coupon | 1.000% | 4.125% | 3.500% | 3.875% |
In line with the Group’s internal Green Bond analysis, selection and monitoring procedure, the funds generated by Green Bond issuances are allocated to the selected assets based on a previously defined list of “eligible assets” (criteria presented in the following section).
In the case of an asset disposal or an asset no longer being eligible during the funding period (i.e. prior to the bond issue maturity), the proceeds initially allocated to the disposed asset shall be reallocated to another “eligible asset” held by the Group, based on the same process.
In 2024, following the disposal of the asset, the proceeds of Galerie Montparnasse (Offices) were reallocated to Westfield Hamburg-Überseequartier (Shopping Centres).
The 2024 allocation of the proceeds from the outstanding bonds is detailed below:
| Business | Shopping Centres | Offices | Shopping Centres | Shopping Centres |
|---|---|---|---|---|
| Proceeds allocated to projects | 23% | 12% | 25% | 40% |
| Gross Leasable Area scope of consolidation (sqm) | 94,500 | 49,200 | 39,000 | (2) 65,300 |
| Opening date to public | April 8, 2025 | November 13, 2020 | October 10, 2017 | October 17, 2017 |
(1) Allocation carried out through internal loans.
(2) GLA as at December 31, 2017.
(3) Including a bus station of 7,200 sqm.
URW engaged an independent auditor to verify that the assets financed meet the eligibility criteria. The reporting on these criteria and the independent auditor’s report on the information related to the allocation of funds are presented in the table below and in Section 3.3.2.7 Independent third party’s report on Green Bond criteria and indicators. In 2024, the audit covered: Trinity, Westfield Hamburg-Überseequartier (Shopping Centre), Westfield Chodov extension and Wroclavia.
PREREQUISITE: MINIMUM BREEAM RATING OF “VERY GOOD”
| Westfield Hamburg-Überseequartier (Shopping centre) | Trinity | Westfield Chodov extension | Wroclavia |
|---|---|---|---|
| Excellent (1) | Excellent (2) | Excellent (3) | Excellent (4) |
(1) Pre-assessment overall score of 71.2% equivalent to a BREEAM rating of “Excellent” under the 2018 version of BREEAM DE Neubau framework.
(2) Final overall score of 72.6% and a BREEAM rating of “Excellent” under the 2009 version of BREEAM Europe commercial office framework.
(3) Final overall score of 71.9% and a BREEAM rating of “Excellent” under the 2013 version of BREEAM International retail framework.
(4) Final overall score of 77.1% and a BREEAM rating of “Excellent” under the 2013 version of BREEAM International new construction retail framework.
1 2 4 5 6 7 8
284
| Westfield | Hamburg-Überseequartier (Shopping centre) | Trinity | Westfield Chodov extension | Wroclavia |
|---|---|---|---|---|
Select the countries in which eligible assets are located based on human rights and governance
| KPI: country score Vigeo (out of 100) or Civil rights and political liberties score based on the SGI (out of 10) | Score |
|---|---|
| GE | 8.7/10 (1) |
| FR | 96.53/100 (2) |
| CZ | 93.97/100 (2) |
| PL | 93.10/100 (2) |
| KPI: country score Vigeo (out of 100) or Robust democracy score based on the SGI (out of 10) | Score |
|---|---|
| DE | 8.6/10 (1) |
| FR | 97.89/100 (2) |
| CZ | 87.98/100 (2) |
| PL | 79.80/100 (2) |
| Existence of information on projects to neighbours | ✓ | ✓ | ✓ | ✓ |
|---|---|---|---|---|
| Absence of material public recourse on the project preventing the completion of the project | ✓ | ✓ | ✓ | ✓ |
| Accessibility of the asset by public transport (within 500 metres) | KPI: Distance to a public transport mode (m) | 50 m | Metro line | 150 m |
| 20 m | Metro line | 0 m | Bus terminal | |
| 35 m | Railway station | |||
| Promote the potential use of alternative transport solution and sustainable mobility | ✓ | ✓ | ✓ | ✓ |
| Monitoring the environmental impacts of eligible assets | Involvement of an external environmental consultant | ✓ | ✓ | ✓ |
| Commissioning Report | ✓ | ✓ | ||
| Environmental Impact Assessment and implementation of appropriate measures if necessary | ✓ | ✓ | ||
| Promote applicable Considerate Construction Charter to minimise environmental impact of building sites during construction phase | ✓ | ✓ | ||
| Optimise intrinsic energy performance of the asset in view of applicable regulatory constraints | KPI: Percentage improvement over national standard building energy performance (%) | -21% | (3) | -28% |
| -9% | (5) | -14% | (6) | |
| Involvement of an ecologist during the project phase | ✓ | ✓ | ✓ | ✓ |
| Promoting sustainable and enduring relationships with tenants and visitors | Promote “green leases” signature before opening | KPI: Percentage of green leases signed (%) | 78% | (7) |
| 100% |
| Promote social and environmental factors with suppliers/service providers | ✓ | ✓ | ✓ | ✓ |
|---|---|---|---|---|
| Promote, if possible, a Health and Safety Coordinator contract (or equivalent) | ✓ | ✓ | ✓ | ✓ |
| Promote access control to building site | ✓ | ✓ | ✓ | ✓ |
| Promote the application of the Considerate Construction Charter or equivalent to minimise environmental impact of building sites | ✓ | ✓ | ✓ | ✓ |
| E-learning for URW’s employees on its Code of Ethics | ✓ | ✓ | ✓ | ✓ |
(1) The Vigeo Country Rating Index, has been substituted in 2023 with the 2022 Sustainable Governance Indicators ("SGI"), released each year by the Bertelsmann Stiftung. This change was necessary due to the discontinuation of the Vigeo Country Rating index present in the Use of Proceeds. The SGI Index has been chosen due to the following factors:
(2) Source: Vigeo country score – February 2021.
(3) According to dynamic thermal simulation aligned with ENEV. Average energy performance of new buildings range from -11% to -35%.
(4) According to dynamic thermal simulation aligned with RT 2012 requirements or regulatory RT 2012 calculation.
(5) According to dynamic thermal simulation aligned with ASHRAE Energy Standard 3 and local standards 78/2013Sb and ČSN 730540.
(6) According to dynamic thermal simulation aligned with local regulation.
PREREQUISITE: MINIMUM BREEAM IN-USE SCORE “VERY GOOD” FOR PART 1 ASSET PERFORMANCE (“P1”) AND PART 2 MANAGEMENT PERFORMANCE (“P2”)
| Westfield Hamburg-Überseequartier (Shopping Centre) | Trinity Westfield Chodov extension | Wroclavia |
|---|---|---|
| Expected in Universal Registration Document (URD) 2026 | Obtained: 09/12/2024 | (2) |
| (P1): Excellent (P2): Excellent | Obtained: 12/21/2018 | (1) |
| Re-certified: 01/19/2022 | (P1): Excellent (P2): Excellent | Obtained: 12/11/2020 |
| (1) | Re-certified: | (3) |
| 12/11/2023 | (P1): Outstanding (P2): Outstanding |
(1) According to BREEAM In-Use International 2015 scheme.
(2) According to BREEAM International In-Use: Commercial Version 6.
(3) Wroclavia’s initial level of certification obtained in 2020 was Excellent for P1 and P2, the re-certification led to an improvement to Outstanding for both parts according to BREEAM In-Use International 2015 scheme.
| Westfield Hamburg-Überseequartier | (Shopping Centre) | Trinity Westfield Chodov extension | Wroclavia |
|---|---|---|---|
| Contribution of the eligible |
assets to the development and well-being of the communities in which they are located
| KPI: Total tenants supported job (FTE) | Expected in URD 2026 | n/a | 1,200 | (1) | 1,452 | (1) |
|---|---|---|---|---|---|---|
| Environmental action plan and follow-up with regular reporting (from 1 year after opening) | Expected in URD 2026 | ✓ | ✓ | ✓ | |||||
|---|---|---|---|---|---|---|---|---|---|
| Annual audit of health and safety risks (from 2 years after opening) | Indicator: annual risk audit (rating A to D) | Expected in URD 2027 | A | (2) | A | (2) | A | (2) | |
| Assess energy consumption and CO2 emissions with potential action plan if needed | Indicator: energy intensity (kWh/visit) since measured baseline | Indicator: carbon intensity (gCO2e/visit) since measured baseline | Expected in URD 2028 | 27 % kWh/occupant | 16 % gCO2e /occupant (2024/2023) | -35% kWh/ visit | -68% gCO2e/ visit (2024/2018) | -42% kWh/ visit | -49% gCO2e/visit (2024/2018) |
| Organise on-site Sustainability Committee | Expected in URD 2026 | n/a | ✓ | ✓ | |
|---|---|---|---|---|---|
| Conduct satisfaction survey with retailers | KPI: Overall satisfaction score (out of 100) | Expected in URD 2026 | n/a | 84/100 | 72/100 |
| 4-Star labelling or equivalent if applicable | Expected in URD 2026 | n/a | ✓ | ✓ | |
| Conduct satisfaction survey with visitors | KPI: Overall satisfaction score (out of 100) | Expected in URD 2026 | n/a | 79/100 | 50/100 |
| Relevant safety management (e.g. video protection plan) | Expected in URD 2025 | n/a | ✓ | ✓ |
| Promote labour rights to suppliers via contractual documentation | Expected in URD 2025 | ✓ | ✓ | ✓ |
|---|---|---|---|---|
| Promote environmental and social factors to suppliers via contractual documentation | Expected in URD 2025 | ✓ | ✓ | ✓ |
| Promote ethics to suppliers via contractual documentation | Expected in URD 2025 | ✓ | ✓ | ✓ |
| Assess regularly compliance with contractual clauses by the main suppliers | Expected in URD 2026 | ✓ | ✓ | ✓ |
In line with "2.2 Use of Proceeds" and "2.3 Project evaluation and selection process" of the 2022 Framework, the proceeds are allocated to Eligible Green Assets meeting one of the 4 Eligible Categories (construction of new buildings, acquisition and ownership of buildings, significant renovation and individual renovation measures). URW engaged an independent auditor to verify that the assets financed meet the eligibility criteria.
| Green Bond IV | Green Bond V | Green Bond VI |
|---|---|---|
| Eligible Category | Acquisition and ownership of buildings | Construction of new buildings |
| Eligible Green Asset | Westfield Mall of the Netherlands | Westfield Hamburg-Überseequartier |
| Eligible Green Asset | Lightwell | Westfield Glories |
| Eligible Green Asset | Westfield Parquesur | Westfield Hamburg-Überseequartier |
| Eligible Green Asset | Lightwell | Westfield Hamburg-Überseequartier |
| Eligible Green Asset | Business | Shopping Centres |
| Eligible Green Asset | Offices | Hotels |
| Eligible Green Asset | Offices | Shopping Centres |
| Proceeds allocated to projects (1) | 26% | 15% |
| Proceeds allocated to projects (1) | 26% | 24% |
| Proceeds allocated to projects (1) | 9% | 29% |
| Proceeds allocated to projects (1) | 35% | 29% |
| Proceeds allocated to projects (1) | 8% | 73% |
| Proceeds allocated to projects (1) | 13% | 14% |
| Financing/Refinancing | Refinancing | |
| GLA scope of consolidation | 125,000 | 94,500 |
| GLA scope of consolidation | 49,800 | 27,900 |
| GLA scope of consolidation | 33,600 | 70,100 |
| GLA scope of consolidation | 159,000 | 94,500 |
| GLA scope of consolidation | 33,600 | 94,500 |
| GLA scope of consolidation | 49,800 | 27,900 |
| Opening date to public | March 18, 2021 | April 8, 2025 |
Sustainability
| Q2 to H2 2025 | Q2-2025 to 2026 |
|---|---|
| October 2, 2024 | n/a |
| April 8, 2025 | October 2, 2024 |
| April 8, 2025 | Q2 to H2 2025 |
| Q2-2025 to 2026 | (1) Allocation carried out through internal loans. Figures may not round up due to rounding. |
URW engaged an independent auditor to verify that the assets financed meet the eligibility criteria. The reporting on these criteria and the independent auditor’s report on the information related to the allocation of funds are presented in the table below and in Section 3.3.2.7 Independent third party’s reports on Green Bond criteria (1) and indicators.
In 2024, the audit covered: Westfield Mall of the Netherlands, Westfield Gloriès, Westfield Parquesur, Westfield Hamburg-Überseequartier and Lightwell.
| Eligible category | Acquisition and ownership of buildings | Construction of new buildings |
|---|---|---|
| Eligible green asset | Westfield Mall of the Netherlands | Westfield Glories |
| Westfield Parquesur | Westfield Hamburg-Überseequartier | Lightwell |
| Business | Shopping Centres | Shopping Centres |
| Shopping Centres | Shopping Centres | Offices |
| Hotels | Offices | |
| Key performance | Distance to public transport | < 50 m |
| < 50 m | < 50 m | |
| < 50 m | < 150 m | |
| Pre-requisite criteria | – Accessibility | ✓ |
| ✓ | ✓ | |
| ✓ | ✓ | |
| Eligibility criteria selected | Obtained certification In-use BREEAM “Excellent” | EU taxonomy Substantial Contribution Criteria : EPC A |
| EU taxonomy Substantial Contribution Criteria : EPC A | Expected certification new-build BREEAM “Excellent” | Expected certification refurbishment BREEAM “Excellent” |
| Additional details related to eligibility criteria | The asset is also |
The asset is also below the CO2 emissions thresholds from the Green Financing Framework.
The project has been evaluated internally as compliant with the EU Taxonomy substantial contribution criteria from the Green Financing Framework.
| Energy-related carbon performance (FY-2024) | 0.14 kgCO2e/sqm |
|---|---|
| Energy-related carbon performance (FY-2024) | 0.26 kgCO2e/sqm |
| Energy-related carbon performance (FY-2024) | 4.6 kgCO2e/sqm |
Average energy performance of new building compared to regulatory standard from -11% to -35%
| Existant | – 50% |
|---|---|
| Avoided emissions related to yearly carbon performance from energy: | 4,183 tCO2e per year (3) |
|---|---|
| Avoided emissions related to yearly carbon performance from energy: | 1,569 tCO2e per year (3) |
| Avoided emissions related to yearly carbon performance from energy: | 1,136 tCO2e per year (3) |
| Not quantified yet |
Improvements of the energy intensity will avoid up to 85 tCO2e per year (2)
(1) Internal estimates based on improved energy intensity.
(2) Comparing with the green financing framework threshold for the year 2024 of 30 kgCO2e /sqm/year.
This is a free translation into English of the original report issued in the French language and is provided solely for the convenience of English-speaking users. This report should be read in conjunction, and construed in accordance, with French law and regulations applicable in France.
Year ended December 31, 2024
To the Chairman of the Management Board,
In our capacity as statutory auditors of Unibail-Rodamco-Westfield SE (the “Company”) and in accordance with your request, we have undertaken a limited assurance engagement on the following information (the “Information”):
The Information has been prepared in the context of the green bond offering dated on April 15 2015 (the “Green Bond Offerings”) and the green bond framework defined by the Company (the “2014 Green Bond Framework”).
We do not express an assurance conclusion on information in respect of earlier periods not covered by the Attached Document or on any other information not included in the Attached Document. We have not reviewed and do not provide any assurance over other individual project information reported.
The absence of a commonly used generally accepted reporting framework or a significant body of established practices on which to draw to evaluate and measure the sustainability information allows for different, but acceptable, measurement techniques that can affect comparability between entities and over time.
Consequently, the Information needs to be read and understood together with the Green Bonds Offerings and the 2014 Green Bond Framework available on the internet site or on demand.
Management of Unibail-Rodamco-Westfield SE are responsible for:
We are responsible for:
As we are engaged to form an independent conclusion on the Information as prepared by management, we are not permitted to be involved in the preparation of the Information as doing so may compromise our independence.
However we have no responsibility for:
We performed our limited assurance engagement in accordance with the professional guidance issued by the French Institute of Statutory Auditors (Compagnie nationale des commissaires aux comptes “CNCC”) applicable to such engagement and ISAE 3000 (Revised) «Assurance Engagements other than Audits and Reviews of Historical Financial Information».
(1) See section 3.3.2
We have complied with the independence and other ethical requirements of the French Code of Ethics for Statutory Auditors (code de déontologie) as well as the provisions set forth in Article L.822-11 of the French Commercial Code (code de commerce) and the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code).
In addition, we have implemented a system of quality control including documented policies and procedures regarding compliance with applicable legal and regulatory requirements, the ethical requirements, professional standards and French professional guidance.
Our work was carried out by an independent and multidisciplinary team with experience in sustainability reporting and assurance.
We are required to plan and perform our work to address the areas where we have identified a material misstatement of the Information is likely to arise. The procedures we performed were based on our professional judgment.
In carrying out our limited assurance engagement on the Information we:
The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had we performed a reasonable assurance engagement.
This report has been prepared within the context described above and may not be used, distributed or referred to for any other purpose.
Paris-La Défense, March 20, 2025
The Statutory Auditors,
French original signed by:
Deloitte & Associés
Emmanuel Gadret
Catherine Saire
KPMG S.A.
Year ended December 31, 2024
This is a free translation into English of the original report issued in the French language and is provided solely for the convenience of English-speaking users. This report should be read in conjunction, and construed in accordance, with French law and regulations applicable in France.
To the Chairman of the Management Board,
In our capacity as statutory auditor of Unibail-Rodamco-Westfield SE (the “Company”) and in accordance with your request, we have undertaken a limited assurance engagement on the following information (the “Information”):
The Information has been prepared in the context of the green bonds offering dated on December 11, 2023 and on September 11, 2024 (the “Green Bonds Offering”) and the green bonds framework defined by the Company (the “2022 Framework”).
Our limited assurance conclusion
assurance conclusion” and the evidence we have obtained, nothing has come to our attention that causes us to believe that the Information is not prepared, in all material respects, in accordance with the Company’s Framework 2022 used and the basis of preparation set out under the section “Understanding how Unibail-Rodamco-Westfield SE has prepared the Information”.
We do not express an assurance conclusion on information in respect of earlier periods not covered by the Attached Document or on any other information not included in the Attached Document. We have not reviewed and do not provide any assurance over other individual project information reported.
The absence of a commonly used generally accepted reporting framework or a significant body of established practices on which to draw to evaluate and measure the sustainability information allows for different, but acceptable, measurement techniques that can affect comparability between entities and over time.
Consequently, the Information needs to be read and understood together with the Green Bonds Offerings and the Framework 2022 available on the internet site or on demand.
Management of Unibail-Rodamco-Westfield SE are responsible for:
We are responsible for:
As we are engaged to form an independent conclusion on the Information as prepared by management, we are not permitted to be involved in the preparation of the Information as doing so may compromise our independence.
However we have no responsibility for:
We performed our limited assurance engagement in accordance with the professional guidance issued by the French Institute of Statutory Auditors (Compagnie nationale des commissaires aux comptes “CNCC”) applicable to such engagement and International Standard on Assurance Engagements 3000 (Revised) «Assurance Engagements other than Audits and Reviews of Historical Financial Information».
(1) Refer to Section 3.3.2 Green financing.
We have complied with the independence and other ethical requirements of the French Code of Ethics for Statutory Auditors (code de déontologie) as well as the provisions set forth in Article L.822-11 of the French Commercial Code (code de commerce) and the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code).
In addition, we have implemented a system of quality control including documented policies and procedures regarding compliance with applicable legal and regulatory requirements, the ethical requirements, professional standards and French professional guidance.
Our work was carried out by an independent and multidisciplinary team with experience in sustainability reporting and assurance.
We are required to plan and perform our work to address the areas where we have identified a material misstatement of the Information is likely to arise. The procedures we performed were based on our professional judgment.
In carrying out our limited assurance engagement on the Information we:
The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had we performed a reasonable assurance engagement.
This report has been prepared within the context described above and may not be used, distributed or referred to for any other purpose.
Paris-La Défense, March 20, 2025
The Statutory Auditors,
Emmanuel Gadret
Régis Chemouny
The information below has been deemed non-material within the context of the sustainability statement but may be useful for extra-financial rating agencies, investors or other stakeholders.
All the tables below refer to the Better Places scope.
| Retail | Office | |
|---|---|---|
| 2024 Total (MWh) | 505,837 | 5,351 |
| of which natural gas (Scope 1) | 44,268 | 0 |
| of which electricity (Scope 2) | 315,414 | 2,879 |
| of which district heating and cooling (Scope 2) | 146,156 | 2,472 |
| Of which on-site production (%) | 4.0% | 0% |
| Of which off-site purchase (%) | 96.0% | 100% |
| Retail | Office | |
|---|---|---|
| 2024 like-for-like (MWh) | 492,626 | 5,351 |
| of which natural gas (Scope 1) | 44,227 | 0 |
| of which electricity (Scope 2) | 302,906 | 2,879 |
| of which district heating and cooling (Scope 2) | 145,493 | 2,472 |
| 2023 like-for-like (MWh) | 530,519 | 6,994 |
| of which natural gas (Scope 1) | 55,548 | 0 |
| of which electricity (Scope 2) | 314,244 | 4,239 |
| of which district heating and cooling (Scope 2) | 143,026 | 2,755 |
| 2024/2023 change (%) | -7% | -23% |
| of which natural gas (Scope 1) | -20% | 0% |
| of which electricity (Scope 2) | -4% | -32% |
| of which district heating and cooling (Scope 2) | 2% | -10% |
| Retail | Office | |
|---|---|---|
| 2024 total electricity consumption (MWh) | 315,414 | 2,879 |
| of which green electricity (%) | 100% | 100% |
| 2024 total district heating & cooling consumption (MWh) | 146,156 | 2,472 |
| of which renewable energy (%) | 37% | 36% |
| 2024 total fuels direct energy consumption (MWh) | 44,268 | 0 |
| of which renewable energy (%) | 0% | 0% |
Renewable electricity produced on site comes mostly from solar PV.
| Retail | Office | |
|---|---|---|
| Total renewable electricity produced on site (MWh) | 20,657 | 0 |
| of which self-consumed (%) | 99% | – |
| of which sold (%) | 1% | – |
| URW carbon footprint by activity | (tCO2e) |
|---|---|
| Managed Energy (including Scope 3 indirect energy emissions) | 39,184 |
| Tenants’ Energy | 169,866 |
| Construction | 232,947 |
| Visitors’ transportation | 2,287,461 |
| Others | 211,240 |
| Total | 2,940,698 |
(1) GHG emissions generated by the energy purchased and managed by the site manager over the year (Scope 1: natural gas, Scope 2: electricity, district heating and cooling networks).
| Retail | Office | |
|---|---|---|
| 2024 Total (tCO2e) | 22,178 | 226 |
9,097 –
13,081 226
24,709 191
22,057 226
-10,7% 18,0%
The Group policy regarding renewable electricity purchase enables it to reduce its operations’ carbon footprint year-on-year. It also allows the Group to encourage producers to invest in the development of clean technologies by increasing market demand for these energy sources.
(1) These emissions are expressed based on emission factors for each source of energy using the “market-based” method of the GHG Protocol, according to which these factors depend on the type of energy consumed (electricity, natural gas, etc.), the country, the supplier and the nature of the energy product (energy from fossil fuels or renewable sources). These are specific factors associated with the contractual commitments between the supplier and property manager which do not necessarily reflect emissions from energy delivered by the grid but valorise and focus on the production and purchase of energy that is certified as generated from renewable sources.
| Retail (kgCO2e/sqm) | Office (kgCO2e/sqm) | Exhibition (gCO2e/sqm DOCC) | |
|---|---|---|---|
| 2024 Total | 5.1 | 3.6 | 52.9 |
| 2023 Like-for-like | 5.9 | 3.1 | 135.6 |
| 2024 Like for-like | 5.2 | 3.6 | 86.9 |
| 2024/2023 Change (%) | -12% | 18% | -36% |
Viparis’ carbon footprint is presented below, separated from the rest of URW portfolio:
| Base year | 2019 | 2024 |
|---|---|---|
| Gross Scope 1 GHG emissions (tCO2e) | - | 1,395 |
| Gross Scope 2 GHG emissions (tCO2e) | - | 3,184 |
| Total Gross indirect (Scope 3) GHG emissions (tCO2e) | - | 894,000 |
| Total GHG emissions (location-based) (tCO2e) | - | 898,579 |
| Base year | 2019 | 2024 |
|---|---|---|
| Gross Scope 1 GHG emissions (tCO2e) | 1,570 | 1,395 |
| Gross Scope 2 GHG emissions (tCO2e) | - | - |
All the tables below refer to the Better Places scope.
| Retail | Office | |
|---|---|---|
| 2024 total water consumption (m3) | 5,245,938 | 19,877 |
| of which municipal water (%) | 98.6% | 100% |
| of which rainwater (%) | 0.2% | 0% |
| of which groundwater (%) | 0.5% | 0% |
| of which surface water (%) | 0.5% | 0% |
| of which wastewater from another organisation (grey water) (%) | 0.2% | 0% |
| 2023 like-for-like (m3) | 5,233,076 | 15,157 |
| 2024 like-for-like (m3) | 5,245,938 | 19,877 |
| 2024/2023 change (%) | 0.2% | 31.1% |
(1) DOCC represents the surface area occupied per day of occupancy.
| 2024 total water consumption for assets located in water-stressed areas (m3) | 1,405,505 |
|---|---|
| of which municipal water (%) | 98.5% |
| of which rainwater (%) | 0% |
| of which groundwater (%) | 1.4% |
| of which surface water (%) | 0% |
| of which wastewater from another organisation (grey water) (%) | 0% |
| 2023 like-for-like (m3) | 1,318,444 |
| 2024 like-for-like (m3) | 1,405,505 |
| 2024/2023 change (%) | 6.6% |
| 2024 total water recycled and reused (grey water) for URW portfolio | 10,060 |
|---|---|
| 2024 total water stored and used (rain water) for URW portfolio | 11,375 |
| 2024 total water recycled and reused (grey water) for assets located in water-stressed areas | 331 |
| 2024 total water stored and used (rain water) for assets located in water-stressed areas | 364 |
| Water intensity of standing assets (m3/€ Mn gross revenue) | 2,170 |
|---|---|
| Water consumption of standing assets in (m3) | 5,265,815 |
| Gross revenue (equivalent to the Gross Rental Income. See Section 5.1 Consolidated financial statements) (€ Mn) | 2,427 |
| Number of assets certified | Surface area certified (sqm GLA) | Certification coverage % (in number) | % (in sqm GLA) | |
|---|---|---|---|---|
| Total certified Retail assets | 40 | 3,409,600 | 85% | 87% |
| Of which Outstanding | 4 | 255,800 | 10% | 8% |
| Of which Excellent | 28 | 2,604,800 | 70% | 76% |
The Group complies with all applicable environmental legislation across all its activities. The Group’s acquisitions and developments are covered by the policy of risk management and subject to H&S and environmental risk analysis.
As such, the Group’s acquisition process incorporates an assessment of technical, regulatory H&S and environmental risks, including soil pollution, wetland protection and climate change, as part of its preacquisition due diligence.
Related to the pollution of air linked to the transport of visitors to its shopping centres, URW is committed to reduce the carbon emissions linked to visitor transportation (see Section 3.2.2.2.2 Transition plan for climate change mitigation) and to improve the sustainable means of transport connectivity (including the electrification of the vehicle fleet) to reduce the emissions of fine particles due to the use of thermal cars.
With regards to the pollution of water and soil through waste deposit, URW is committed to zero waste to landfill throughout its operation by 2025, to limit the global quantity of waste generated in its shopping centres by 2030, and to improve the total recycle rate of its operational waste to limit any potential impact related to its waste production (see Section 3.2.2.5.2 Policies related to resource use and circular economy).
Penalties for non-compliance with environmental legislation and regulations.
| 2024 monetary value of fines for environmental breaches (€) | 141,039 |
|---|---|
| 2024 total number of non-monetary sanctions for environmental breaches | 0 |
Details on pollution prevention, control and mitigation for development activities
For all its development projects, the Group complies with all applicable regulation regarding H&S and environmental matters. An assessment of the environmental impact of each project (following applicable regulation) is carried out at a very early stage. There is no provision for environmental risk in the Group’s accounting in 2024.
application of the Charter to all construction contractors has been a specific requirement of the Sustainability Brief since 2020, and therefore applies throughout the Group since then.
includes the following requirements:
Moreover, the Group ensures that the action plans and preventive measures are implemented by contractors during construction.
| 2024 | Proportion of total energy consumption estimated | 4.0% |
|---|---|---|
| Proportion of total waste volume estimated | 3.0% | |
| Proportion of total water consumption estimated | 3.0% |
(1) Latest version accessible at urw.com/en/csr/csr-documents
As suggested by the ANC (French National Accounting Regulation Authority), to determine whether URW provides its employees with adequate wages, in the absence of a universally recognised source of information used as a benchmark, 2 referentials were used:
These referentials will be reviewed in the future, as methodologies for determining adequate wages stabilise.
Based on these referentials, all URW employees have a full-time equivalent base salary above the benchmark defined above. In addition to their base salary 90.9% of employees received an annual incentive and 27.0% received an equity-based LTI award in 2024. A comprehensive set of benefits is also provided to employees in the various countries in which URW operates (see Section 3.4.1.2.2 Social protection).
2023/2024
Like-for-like increase in average salary, including STI 3.0%
2024
| Analysis of URW only (excluding Viparis) | All | Female | Male | |
|---|---|---|---|---|
| Received an individual salary increase | 78.3 % | 79.9 % | 76.4% | |
| Received an individual STI | 90.9% | 89.9% | 92.0% | |
| Received an individual LTI | 27.0% | 23.8% | 32.8% |
The STI rewards individual annual performance, personal engagement, team spirit and adherence to the Group’s values. By extending this variable component beyond just managers, employees sale-based objectives and senior managers, URW aims to incentivise a wider range of employees, fostering a culture of shared success and motivation across different levels of the organisation. The LTI aims to attract, reward and retain key talent for the future of the Group, engaging participants with Group long-term performance.
All URW employees are covered by social protection through public programmes or through benefits offered by the Group against loss of income due to any of the following major life events: sickness, unemployment starting from when the own worker is working for the Group, employment injury and acquired disability, parental leave and retirement.
All employees are entitled to family-related leave through the Social Policy and/or collective bargaining agreements.
2024
| Percentage of employees entitled to take family-related leave | 100% |
|---|---|
| Percentage of entitled employees that took family-related leave | 7.1% |
| Percentage of female employees | 8.3% |
Percentage of male employees 5.6%
Family-related leave includes maternity leave, paternity leave, parental leave, and carers’ leave that is available under national law or collective agreements. For the purpose of this Standard, these concepts are defined as:
Relations with professional organisations
As one of the leading listed commercial real estate companies worldwide, URW has the responsibility to encourage the industry as a whole to adopt more sustainable practices. The Group is a member of the EPRA, and its Sustainability Committee. The mission of the EPRA Sustainability Committee is to “support the publicly listed real estate sector, through the EPRA platform, in playing its part in the global transition to an environmentally, socially and economically sustainable economy”. URW’s CEO is a member of the EPRA Board of Directors.
URW is also a member of the EPRA Reporting & Accounting Committee, as well as the Regulatory & Taxation Committee. At Group level, URW is a founding member of the European Council of Shopping Places.
At regional or country level, the Group is a member of professional organisations such as, in France, FACT and its sustainability group. URW is also a member of the French Association of Private Businesses (Association française des entreprises privées, “AFEP”), and of the Sustainable Development Committee of the French listed property federation (Fédération des Entreprises Immobilières, “FEI”).
In 2023, URW became a member of the Green Building Observatory (Observatoire de l’Immobilier Durable, “OID”), a French initiative positioned as an independent exchange space in the real estate sector for sustainable development topics. The OID aims to contribute to the rise of ESG themes in France and internationally, through a programme of actions on the ground and with public authorities.
Political influence
The Code of Ethics and the Political Contribution Policy applicable to the US, and by applicable laws. Political influence activities are primarily aimed at developing the Group’s local footprint, promoting the local economy and/or strengthening the urban and social network and are aligned with the Group’s sustainability roadmap “Better Places”. URW implements a public affairs strategy at Group level with a focus on inflation, taxes, commercial and decarbonation to maintain a level playing field with other sectors on regulations. In the US, the Group’s political engagement covers topics primarily related to reducing organised retail crime, systemic homeless and addiction, as well as addressing tax increase measures at the federal, state and local levels.
In Europe, any form of political donation or in-kind or financial contributions are strictly prohibited by the Group. In the US, URW has a network of lobbyists (1) under the authority of the Director of Public Affairs, which provides recommendations and assists URW to make political donations under the strict control of the US General Counsel, in accordance with applicable laws and URW’s relevant policies and after authorisation from the US COO. As a corporation doing business in the US, URW is prohibited under federal law and the laws of certain states from making political contributions, including in-kind contributions, and therefore does not make such contributions where such contributions are prohibited. In 2024, URW did not make any political contributions in the US.
Specific charitable contributions or sponsorships are carried out only with charities and entities registered under the local applicable laws. It is not within URW’s policy to provide any form of financial support to political parties, trade-unions or religious organisations except to the extent it is permitted by law and in reasonable amounts. Donations to charities, non-profit initiatives or social projects comprise a risk of having funds or assets of value being diverted for the personal use or benefit of a public official or a private party. Particular caution is observed if a potential contribution is directed towards a company having an affiliation with a public official. Any contributions above €/$/£15,000 must be pre-validated by the Group CRSO for European operations or by the US COO. An annual list of all the Group’s sponsoring and charitable contributions is kept and followed-up at Group level.
URW strictly abides by the legal requirements to annually declare and disclose French lobbying activities on the French High Authority for Transparency in Public Affairs’ (“HATVP”) dedicated platform, through its French subsidiary Unibail Management SAS (for more information on the reported data, please consult HATVP’s website (2)).
(1) Public information available at: https://www.opensecrets.org/federal-lobbying/clients/summary?cycle=2023&id=D000070754
(2) For the HATVP, please consult the following link: https://www.hatvp.fr/fiche-organisation/?organisation=414878389 (in French only) and the following link for the EU Transparency Register, its EU-level equivalent: https://transparency-register.europa.eu/index_en.
From 2024, as required by the European Union Directive 2022/2464 of December 14, 2022, amending Regulation No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, as regards corporate sustainability reporting (the “Corporate Sustainability Reporting Directive” or “CSRD”), URW aligned its 2024 Sustainability Statement with this regulation.
The 2024 URW URD also complies with the sBPR established by the EPRA. For the thirteenth time in a row, URW received the EPRA Gold Award in 2024 for completing its 2023 reporting in accordance with the EPRA sBPR.
Cross-references tables of the Group’s 2024 sustainability reporting with EPRA, Global Reporting Initiative and SASB frameworks, as well as with the TCFD’s core elements of climate-related financial disclosures, are available in the sustainability section of the Group’s website:
The Group’s Better Places sustainability roadmap is furthermore aligned with the United Nations SDGs. Its contributions to the SDGs are detailed in the table below.
| Pillars | Ambitions | SDGs |
|---|---|---|
| ENVIRONMENTAL TRANSITION | Reduce Scopes 1 and 2 emissions by -90% by 2030 | |
| Design sustainable buildings | ||
| Minimise the environmental impact through innovative design and construction | ||
| Improve eco-efficiency | ||
| Collaborate with tenants and contractors for efficient resource use | ||
| Develop connectivity and sustainable mobility | ||
| Ensure access to public transport and sustainable mobility | ||
| Cut waste, integrate nature and biodiversity |
Unibail-Rodamco-Westfield’s (“URW” or “the Group”) consolidated financial statements as at December 31, 2024, were prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union as at that date.
The Group also prepares financial statements in a proportionate format, in which the joint-controlled entities are accounted for on a proportionate basis, instead of being accounted for using the equity method under IFRS. The business review and results are presented based on the financial statements on a proportionate basis, with no impact on the net results.
Certain amounts recorded in the consolidated financial statements reflect estimates and assumptions made by management in regards of complex geopolitical and macro-economic environment and difficulties in assessing their impacts 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, the estimation of the provision for doubtful debtors, as well as the testing of goodwill and intangible assets.
Actual results might eventually differ from estimates made at the date of the preparation of the consolidated financial statements.
97% of URW’s property portfolio and intangible assets related to the Shopping Centres, Offices & Others, Convention & Exhibition and Services segments were valued by independent appraisers as at December 31, 2024.
The principal changes in the scope of consolidation since December 31, 2023, are:
URW operates its owned assets in 11 countries grouped in 9 regions: France, the United States of America (“US”), Poland, Czech Republic (“Central Europe”), the United Kingdom (“UK”), Sweden, Denmark (“Nordics”), Spain, Austria, Germany and The Netherlands. These countries were operationally grouped in 5 main regions, i.e. Southern Europe (France, Spain, Italy), Northern Europe (Sweden, Denmark, The Netherlands), Central and Eastern Europe (Germany, Austria, Poland, Czech Republic), UK and US. In 2025, Northern Europe and UK will be regrouped as 1 region.
As Southern Europe (France) has substantial activities in all 3 business lines of the Group, this region is itself divided into 3 segments: Shopping Centres, Offices & Others and Convention & Exhibition (“C&E”)3. The other regions operate almost exclusively in the Shopping Centres segment. In the US, the Group also operates an airport terminals commercial management business.
(1) The Management Discussion & Analysis is based on the Financial statements prepared on a proportionate basis.
(2) URW Germany JV (“URW Germany”) owns Minto (Mönchengladbach), Höfe am Brühl (Leipzig), Palais Vest (Recklinghausen), a 50% stake in Paunsdorf Center (Leipzig), a 20% stake in Gropius Passagen (Berlin), the fee business activity for third-party assets in Germany, as well as a cash amount including the net proceeds from the recent sale of Pasing Arcaden (Munich).
(3) C&E includes the Les Boutiques du Palais retail asset.
Sales and footfall data in the US relate to Flagship assets, which form the core of URW’s activities in the region. US Regional assets represent less than 1% of the Group’s Gross Market Value ("GMV").
(1) and tenant sales (2)
In Europe, 2024 footfall was up +2.6% compared to 2023, including +2.8% in Continental Europe and +1.1% in the UK.
In the US, 2024 footfall (3) increased by +2.8% compared to 2023 (4).
2024 sales showed strong performance, outperforming footfall evolution. In 2024, tenant sales were up +3.8% in Europe, with Continental Europe at +4.1% and the UK at +2.4%.
In Europe, URW tenant sales growth was well above average core inflation of 3.2% in 2024 and national sales indices of +2.3% (5) over the period, indicating that URW centres continued to gain market share.
2024 saw a strong increase in well-being sectors, with Fitness +23.8% and Health & Beauty +10.5%, while Fashion and Food & Beverage continued to perform strongly at +5.0% and +3.9%, respectively.
In the US, 2024 tenant sales (6) increased by +6.6%, compared to an average core inflation of 3.4% and national sales index of +2.5% (5) over the period.
This performance was mainly driven by Fitness (+23.3%), Sport (+17.6%), Culture, Media & Technology (+11.7%), Jewellery (+9.7%), Luxury (+9.3%), Fashion (+9.2%) and Food & Beverage (+5.8%).
| Region | Footfall (%) 2024 vs. 2023 | Tenant Sales (%) 2024 vs. 2023 | National Sales Index (a) |
|---|---|---|---|
| France | +4.3% | +3.6% | +1.9% |
| Spain | +6.5% | +13.6% | +3.1% |
| Central Europe | +0.2% | +5.6% | +4.1% |
| Austria | +0.8% | +2.3% | +1.5% |
| Germany | (1.4%) | (0.4%) | +2.4% |
| Nordics | +2.3% | +2.3% | +2.4% |
| The Netherlands | +1.2% | n/a | n/a |
| Total Continental Europe | +2.8% | +4.1% | +2.4% |
| UK | +1.1% | +2.4% | +1.5% |
|---|---|---|---|
| Total Europe | +2.6% | +3.8% | +2.3% |
| US Flagships | +2.8% | +6.6% | +2.5% |
| Total Group (b) | +2.6% | +4.5% | +2.3% |
(a) Based on latest national indices available (year-on-year evolution) as at December 2024: France: INSEE (November); Spain: Instituto Nacional de Estadística; Central Europe (November): Polish Council of Shopping Centres (Poland), Český Statistický Úřad (Czech Republic); Austria: Eurostat (November); Germany: Destatis-Genesis; Nordics: Statistikdatabasen (Sweden); UK: Office for National Statistics; US: U.S. Bureau of Labor Statistics.
(b) Total Group including Europe and US Flagships. Including US Regionals and CBD asset, total URW sales growth was +4.4% compared to 2023.
(1) Footfall for all centres in operation, including extensions of existing assets, but excluding deliveries of new brownfield projects and heavy refurbishment, newly acquired assets and assets under heavy refurbishment (CH Ursynów, Croydon, Westfield CNIT, Garbera and Centrum Černý Most) or works in the surrounding area (Fisketorvet) and Bonaire as the centre is closed temporarily since the flooding in October 2024, excluding Carrousel du Louvre and excluding Złote Tarasy as this centre is not managed by URW.
(2) Tenant sales for all centres (except The Netherlands) in operation, including extensions of existing assets, but excluding deliveries of new brownfield projects and heavy refurbishment, newly acquired assets and assets under heavy refurbishment (CH Ursynów, Croydon, Westfield CNIT, Garbera, Centrum Černý Most) or works in the surrounding area (Fisketorvet) and Bonaire as the centre is closed temporarily since the flooding in October 2024, excluding Złote Tarasy as this centre is not managed by URW, excluding Carrousel du Louvre and excluding Auto category for Europe and Auto and Department Stores for the US.
(3) US Flagships only. US Regionals at +4.6%.
(4) Based on a new counting algorithm implemented by Placer.ai in September 2024, which affects the comparability with the communicated footfall of previous periods. Based on the updated algorithm, Q1-2024, H1-2024 and 9M-2024 footfall would be at +4.4%, +3.4% and +2.3% respectively.
(5) Based on latest national indices available (year-on-year evolution) as at December 2024: France: INSEE (November); Spain: Instituto Nacional de Estadística; Central Europe (November): Polish Council of Shopping Centres (Poland), Český Statistický Úřad (Czech Republic); Austria: Eurostat (November); Germany: Destatis-Genesis; Nordics: Statistikdatabasen (Sweden); UK: Office for National Statistics; US: U.S. Bureau of Labor Statistics.
(6) US Flagships only. US Regionals and US CBD asset (Westfield World Trade Center) at +3.7% and +2.0%, respectively.
Bankruptcies have decreased in 2024 with 246 stores affected compared to 355 stores in 2023. Overall, tenant insolvency procedures represented 2.5% of the stores in URW’s portfolio in 2024 (3.5% in 2023) with Northern Europe and Germany among the most impacted regions. 69% of bankrupted units saw their tenant still in place or were relet as at end of December, the remainder impacting vacancy.
(1) As at January 31, 2025, 97% of the Group’s invoiced 2024 rents and service charges has been collected. Since January 2024, the Group also collected additional rents that related to 2023, improving its 2023 collection rate from 97%, as reported for the full-year 2023 results, to 98% at December 2024.
The Business review by segment presented below has been prepared based on the Group’s European perimeter. A separate section contains the US Business review. Unless otherwise indicated, all references are to URW's European operations and relate to the period ended December 31, 2024.
Leasing activity
(2) In 2024, URW signed 1,478 leases (vs. 1,509) on standing assets for €316.9Mn of Minimum Guaranteed Rents (“MGR”) (vs. €285.4 Mn). 2024 MGR signed on leases above 3 years amounted to €270.0Mn, i.e. 85% of MGR signed (vs. €233.7 Mn and 82%). The increase in proportion of long-term leases reflects the effectiveness of URW’s proactive leasing strategy, the strong appeal for URW assets and the return to a normalised situation.
The MGR uplift on renewals and relettings was +3.5% on top of indexed passing rents (+2.8% in 2023) in Continental Europe, driven by a strong reversion in Central Europe and Spain, partially offset by a decrease in Austria, Germany and The Netherlands. It was +6.1% including the indexation effect (3). The MGR uplift on renewals and relettings was +9.0% in the UK and +4.5% for Europe as a whole on top of indexed passing rents.
The average rent per sqm on deals signed in Europe increased by +4.0% from €532/sqm/year in 2023 to €553/sqm/year in 2024, showing the focus on higher value leases.
| Region | Lettings/relettings/renewals excluding Pipeline | Number of leases signed | sqm | MGR (€ Mn) | MGR uplift | MGR uplift on deals above 3 years firm duration | ||
|---|---|---|---|---|---|---|---|---|
| France | 258 | 117,159 | 80.8 | 2.3 | 3.5% | 2.3 | 3.6% | |
| Spain | 169 | 50,968 | 29.6 | 2.5 | 9.8% | 2.6 | 12.2% | |
| Southern Europe | 427 | 168,127 | 110.4 | 4.8 | 5.3% | 4.8 | 5.8% | |
| Central Europe | 286 | 63,723 | 47.8 | 5.3 | 13.1% | 5.7 | 17.4% | |
| Austria | 123 | 40,263 | 20.2 | (1.6) | (7.9%) | (0.1) | (0.9%) | |
| Germany | 247 | 128,365 | 42.7 | (0.3) | (0.8%) | (0.1) | (0.4%) | |
| Central and Eastern Europe | 656 | 232,351 | 110.7 | 3.3 | 3.3% | 5.5 | 7.1% | |
| Nordics | 131 | 50,726 | 21.1 | (0.0) | (0.1%) | 0.1 | 0.4% | |
| The Netherlands | 86 | 24,940 | 11.2 | (0.5) | (5.4%) | (0.1) | (2.2%) | |
| Northern Europe | 217 | 75,666 | 32.4 | (0.5) | (1.9%) | (0.1) | (0.3%) | |
| Total Continental Europe | 1,300 | 476,143 | 253.5 | 7.6 | 3.5% | 10.2 | 5.7% | |
| UK (a) | 178 | 97,122 | 63.4 | 4.2 | 9.0% | 3.6 | 8.9% | |
| Total Europe | 1,478 | 573,265 | 316.9 | 11.8 | 4.5% | 13.8 | 6.3% |
Figures may not add up due to rounding.
(a) Excluding Croydon to be redeveloped and restructured.
(1) Retail only, assets at 100%. MGR + Common Area Maintenance (“CAM”) in the US.
(2) Leasing activity includes only deals with maturity >= 12 months, consistent with prior periods. Usual 3 / 6/ 9 leases in France are included in the long-term leases. Excluding Croydon, to be redeveloped and restructured. 2023 leasing activity restated for disposals.
(3) i.e. before the previous leases’ rents indexation.
Leading retailers show appetite for URW’s shopping centres, recognising the crucial role of their physical stores at URW’s destination assets to their business model. The trend remains towards prime stores offering comprehensive services, such as click & collect and self-check-out, as they enhance customers’ shopping experience while boosting retailers’ financial performance through “drive-to-store” and omnichannel strategies.
Notable upsizings in 2024 included Sephora in Westfield Mokotów, New Yorker in Westfield Centro, Primark in Westfield Stratford City, H&M and Lacoste in Westfield La Part-Dieu, Pull&Bear in Westfield Donau Zentrum and Celio in Westfield Euralille.
in France with Glowstation in Westfield Forum des Halles, in the UK with Peter Alexander in Westfield London, in Poland with TAG Heuer and Made by Society in Westfield Mokotów, and in Austria with Stradivarius in Westfield Donau Zentrum.
The Group continued to attract Digitally Native Vertical Brands, including Oh My Cream in Westfield Parly 2, S’portofino in Westfield Chodov, Emma Sleep in Westfield Glòries, Nobody’s Child in Westfield Stratford City as well as Blue Banana in Westfield Parquesur, demonstrating the importance of physical presence within retailers’ growth strategy.
The rotation rate was 10.7%, in line with URW’s objective to rotate at least 10% of tenants or concepts annually.
The Group also saw several key store openings in 2024 across growing sectors, including:
Retail Media & other income includes Westfield Rise, the Group’s retail media and brand partnerships in-house agency (“Retail Media”), as well as kiosks, seasonal markets, pop-ups and car park activations (“other income”).
Total Retail Media & other income activity in Europe reached €110.2Mn in net margin at 100%, including €75.1 Mn from Retail Media and €35.1 Mn from other income. It contributed €84.7Mn to the Group’s Net Rental Income ("NRI") on a proportionate basis, up +33.1% compared to 2023.
Since its inception in 2022, Westfield Rise has generated growing revenues from media advertising and brand experience campaigns, supported by data analytics.
In 2024, Westfield Rise gross income (1) in Europe was up by +34.6% compared to 2023, outperforming the OOH (2) media market. The net margin reached €75.1 Mn in 2024, up +40.8% and +65.1% compared to 2023 and 2022 respectively, achieving the target level announced during the Group’s 2022 Investor Day.
During 2024, Westfield Rise enhanced its large-format screens with the implementation of 2 new immersive screens: one in Westfield Mokotów and the new “Digital Dream”, the largest interactive indoor screen in Europe, in Westfield Les 4 Temps.
screens in both countries from end of 2024 onwards. The 2024 Olympic Games in Paris and the UEFA Euro 2024 football competition in Germany benefitted Westfield Rise activity in 2024, specifically within the Sport and Culture, Media & Technology segments. Notable campaigns included Samsung’s exterior media domination campaign at Westfield Les 4 Temps, Nike and Adidas’s media and experiential campaigns at Westfield Forum des Halles, Adidas activations at Westfield Centro and Höfe am Brühl, as well as the JD Sports activation at Westfield Parquesur.
In 2024, key brands along with URW malls’ retailers have placed an even stronger confidence in the Westfield Rise agency, in particular in the Health & Beauty category (e.g., L’Oréal, Sephora, Rituals, L’Occitane) and in the Entertainment and Automotive categories (e.g., PlayStation, Amazon Prime Video, General Motors, Cadillac, Volvo, BYD).
Following the audit and certification by the CESP(3) in October 2024, Westfield Rise launched its new AI-powered solution to measure audience and drive-to-store impact of in-mall advertising campaigns. Brands can now gauge the performance and effectiveness of their in-mall ad campaigns with the same precision as digital advertising. This audience qualification tool and first proprietary algorithms are now operational in 20 Westfield centres across 9 European countries, providing valuable and insightful data to communication agencies and advertisers.
The average revenue per visit(4), a key performance indicator, stood at €0.10 per visit in 2024, +38.2% compared to 2023, driven by an increase in revenue above the footfall increase and the positive impact of the Olympics.
Other income performance, which mainly includes pop-up stores, was up +5.2% in 2024 compared to 2023, with a net margin reaching €35.1Mn.
(1) At 100%.
(2) Out-Of-Home.
(3) The Centre d’Étude des Supports de Publicité ("CESP") is a Paris-based third-party organisation in the media and communications industries, CESP’s mandate is to certify the quality of audience measurement studies and other tools used by the industry in order to ensure that advertising space is monetised on the basis of relevant, robust and verified criteria.
(4) Revenue generated by Westfield Rise divided by the footfall of the same period.
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
Overall, these events enabled the Group to continue building brand awareness while sustaining footfall in its malls.
In addition, the Group has continued to enhance the global digital experience by revamping its website and app ecosystems, reaching 25 million website visitors and over 1 million new app users in 2024. As at December 31, 2024, the Group’s customer database expanded to 16.8 million contacts, including 12.9 million loyalty members or account holders. On social media, the Group’s shopping centre accounts across Facebook, Instagram and TikTok, in both Europe and the US, reached a total of 10 million followers as at December 31, 2024.
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
Total consolidated NRI was €1,428.2 Mn for Continental Europe (+4.9%) and €1,566.0 Mn for Europe (+4.7%), mainly as a result of positive like-for-like evolution.
In 2024, the NRI was positively impacted by indexation, leasing activity, higher variable income and FX impact, partly offset by disposals.
| Region | Net Rental Income (€ Mn) | 2024 | 2023 | % |
|---|---|---|---|---|
| France | 532.5 | 525.5 | 1.3% | |
| Spain | 184.4 | 169.0 | 9.1% | |
| Southern Europe | 716.8 | 694.6 | 3.2% | |
| Central Europe | 267.7 | 248.8 | 7.6% | |
| Austria | 115.4 | 111.8 | 3.2% | |
| Germany | 129.9 | 126.3 | 2.9% | |
| Central and Eastern Europe | 513.0 | 486.9 | 5.4% | |
| Nordics | 112.2 | 102.2 | 9.8% | |
| The Netherlands | 86.1 | 77.5 | 11.1% | |
| Northern Europe | 198.3 | 179.7 | 10.3% | |
| Total Continental Europe | 1,428.2 | 1,361.2 | 4.9% | |
| UK | 137.9 | 134.4 | 2.6% | |
| Total Europe | 1,566.0 | 1,495.6 | 4.7% |
Figures may not add up due to rounding.
The total net change in NRI amounted to +€70.5 Mn in Europe (including +€67.0 Mn in Continental Europe) and breaks down as follows (1):
| Country/Region | 2024 | 2023 | % Change |
|---|---|---|---|
| France | 516.7 | 494.8 | 4.4% |
| Spain | 138.4 | 122.8 | 12.7% |
| Southern Europe | 655.1 | 617.6 | 6.1% |
| Central Europe | 265.2 | 247.5 | 7.1% |
| Austria | 113.6 | 109.1 | 4.1% |
| Germany | 108.8 | 105.2 | 3.4% |
| Central and Eastern Europe | 487.6 | 461.8 | 5.6% |
| Nordics | 110.9 | 107.5 | 3.1% |
| The Netherlands | 85.4 | 76.2 | 12.0% |
| Northern Europe | 196.2 | 183.7 | 6.8% |
| Total Continental Europe | 1,338.9 | 1,263.1 | 6.0% |
| UK | 137.7 | 126.6 | 8.7% |
| Total Europe | 1,476.6 | 1,389.7 | 6.3% |
Figures may not add up due to rounding.
| Like-for-like Net Rental Income evolution (%) | Indexation | Renewals and relettings net of departures | Sales Based Rent | Doubtful debtors | Other | Total |
|---|---|---|---|---|---|---|
| France | 3.2% | 0.9% | 0.4% | 2.1% | (2.1%) | 4.4% |
| Spain | 2.7% | 1.9% | 0.7% | 1.3% | 6.1% | 12.7% |
| Southern Europe | 3.1% | 1.1% | 0.4% | 1.9% | (0.5%) | 6.1% |
| Central Europe | 3.6% | 1.6% | 0.9% | 0.4% | 0.6% | 7.1% |
| Austria | 3.1% | (0.5%) | 0.0% | 2.2% | (0.7%) | 4.1% |
| Germany | 2.5% | (2.6%) | 1.3% | (0.4%) | 2.6% | 3.4% |
| Central and Eastern Europe | 3.2% | 0.1% | 0.8% | 0.7% | 0.7% | 5.6% |
| Nordics | 3.0% | (2.3%) | 0.4% | 0.2% | 1.9% | 3.1% |
| The Netherlands | 0.5% | 0.2% | 2.5% | 2.7% | 6.2% | 12.0% |
| Northern Europe | 1.9% | (1.3%) | 1.2% | 1.2% | 3.7% | 6.8% |
| Total Continental Europe | 3.0% | 0.4% | 0.7% | 1.4% | 0.6% | 6.0% |
| UK | 0.0% | 4.1% | (1.5%) | 0.3% | 5.9% | 8.7% |
| Total Europe | 2.7% | 0.7% | 0.5% | 1.3% | 1.1% | 6.3% |
Figures may not add up due to rounding.
Like-for-like NRI increased by +6.3% (+9.7% in 2023) in Europe (including +6.0% in Continental Europe), and includes:
The improvement in vacancy rate or positive MGR uplifts do not simultaneously translate into incremental like-for-like Net Rental Income due to, in particular, the time lag between the signing date and the effective date of the lease and the potential delay between the lease end of a departing tenant and the effective date of the lease with a new tenant.
Sales Based Rents in Europe amounted to €69.3Mn in 2024 (4.4% of NRI), including €57.6 Mn in Continental Europe (4.0% of NRI) and €11.7Mn in the UK (8.5% of NRI). This corresponds to a growth of +6.8% compared to 2023 and +11.8% on a like-for-like basis on the back of strong sales performances of URW retailers.
1 2 3 5 6 7 8CHAPTER 4
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
The Estimated Rental Value (“ERV”) of vacant space in operation in the portfolio was €69.7Mn in Europe (€71.2Mn as at December 31, 2023) and €52.8Mn in Continental Europe (€51.7 Mn as at December 31, 2023). Overall, the EPRA vacancy rate(1) was 3.6%, compared to 3.8% as at December 31, 2023.
decreased from 6.9% to 5.8% as a result of strong leasing activity. Vacancy rate in Westfield London stood at 8.7%, steadily absorbing the impact of the 2018 extension (c. 80,000sqm) while Westfield Stratford City vacancy continued to trend downwards below 3%.
| Region | Vacancy | Dec. 31, 2024 | June 30, 2024 | Dec. 31, 2023 |
|---|---|---|---|---|
| France | 25.4 | 4.0% | 4.0% | 3.8% |
| Spain | 4.1 | 1.8% | 1.4% | 1.5% |
| Southern Europe | 29.4 | 3.4% | 3.3% | 3.2% |
| Central Europe | 3.8 | 1.4% | 1.5% | 1.5% |
| Austria | 2.0 | 1.9% | 3.3% | 2.6% |
| Germany | 6.2 | 3.8% | 4.5% | 3.6% |
| Central and Eastern Europe | 12.0 | 2.2% | 2.8% | 2.5% |
| Nordics | 7.2 | 5.7% | 7.2% | 6.9% |
| The Netherlands | 4.2 | 4.2% | 4.9% | 3.5% |
| Northern Europe | 11.3 | 5.0% | 6.2% | 5.3% |
| Total Continental Europe | 52.8 | 3.2% | 3.5% | 3.2% |
| UK (a) | 16.9 | 5.8% | 6.4% | 6.9% |
| Total Europe | 69.7 | 3.6% | 4.0% | 3.8% |
Excluding pipeline. Figures may not add up due to rounding.
(a) Excluding Croydon to be redeveloped and restructured.
was at 15.4% for Continental Europe, slightly above 15.3% in 2023 and below its 2019 level of 15.5% as a result of retailers’ strong sales performance. In the UK (4), the OCR was down at 16.7% vs. 17.4% in 2023 and 19.9% in 2019, thanks to tenants’ sales performance and a decrease in business rates and service charges.
The OCR does not fully reflect the increasing role and value of stores for retailers through increased volume of activity, higher EBIT margin generated in store from halo effect, collection (click & collect) or return of products in store promoted by retailers as well as brand and marketing.
(1) EPRA vacancy rate: ERV of vacant spaces divided by ERV of total surfaces.
(2) Excluding Croydon to be redeveloped and restructured.
(3) Occupancy Cost Ratio (“OCR”): (rental charges + service charges including marketing costs for tenants, all including VAT) / (tenant sales over last rolling 12 months, including VAT). OCR in The Netherlands mainly relates to Westfield Mall of the Netherlands. Primark sales are estimates. Excluding atypical activities.
(4) Excluding Croydon, to be redeveloped and restructured. Excluding atypical activities.
| OCR | 2024 | 2023 |
|---|---|---|
| France | 16.2% | 16.0% |
| Spain | 14.4% | 14.7% |
| Southern Europe | 15.9% | 15.8% |
| Central Europe | 16.3% | 15.6% |
| Austria | 16.4% | 17.3% |
| Germany | 13.4% | 13.4% |
| Central and Eastern Europe | 15.2% | 15.0% |
| Nordics | 14.4% | 14.7% |
| The Netherlands | 13.6% | 14.2% |
| Northern Europe | 14.0% | 14.5% |
| Total Continental Europe | 15.4% | 15.3% |
| UK (a) | 16.7% | 17.4% |
| Total Europe | 15.6% | 15.6% |
Figures may not add up due to rounding.
(a) Excluding Croydon, to be redeveloped and restructured. Excluding atypical activities.
| Lease expiry schedule | MGR at date of next break option (€ Mn) | As a % of total | MGR at expiry date (€ Mn) | As a % of total |
|---|---|---|---|---|
| Expired | 62.2 | 4.2% | 62.2 | 4.2% |
| 2025 | 261.2 | 17.5% | 158.5 | 10.6% |
| 2026 | 288.8 | 19.4% | 140.0 | 9.4% |
| 2027 | 238.5 | 16.0% | 173.6 | 11.6% |
| 2028 | 205.9 | 13.8% | 155.1 | 10.4% |
| 2029 | 159.6 | 10.7% | 152.2 | 10.2% |
| 2030 | 101.7 | 6.8% | 119.5 | 8.0% |
| 2031 | 57.0 | 3.8% | 96.6 | 6.5% |
| 2032 | 31.5 | 2.1% | 85.1 | 5.7% |
| 2033 | 23.3 | 1.6% | 117.6 | 7.9% |
| 2034 | 16.8 | 1.1% | 84.3 | 5.6% |
| 2035 | 5.4 | 0.4% | 41.2 | 2.8% |
| Beyond | 39.8 | 2.7% | 105.8 | 7.1% |
| Total | 1,491.7 | 100% | 1,491.7 | 100% |
Figures may not add up due to rounding.
With 1,750,352 sqm of office space rented in 2024, take-up in the overall Paris region decreased by -9% compared to 2023 (1,931,950 sqm) and by -21% compared to 10-year average levels.
Paris represented 47% of the 2024 take-up in volume, and the La Défense and Western Crescent sectors together represented 28%. The share of La Défense in the Paris region take-up has increased from 7% in 2023 to 12% in 2024. This reflects that occupiers select key business districts that are well connected to transportation networks as strategic locations.
The number of large transactions (˃5,000 sqm) decreased to 49 deals in 2024 (vs. 56 recorded in 2023).
The immediate supply in the Paris region increased by +19% year-on-year to reach 5.6 Mn sqm. As at December 31, 2024, the level of new or refurbished supply reached 1.8 Mn sqm and accounted for 32% of the total immediate supply (29% at end of 2023).
The Paris region vacancy rate continued to increase, reaching 10.2% at the end of 2024 compared to 8.5% at the end of 2023, with significant discrepancies between areas:
In this two-tier market, the evolution of rents varied significantly, depending on centrality, access to public transportation, amenities and ESG performance of the assets. Rents kept increasing inside Paris but were under pressure in more challenging areas where the increase of immediate and future supply and a lower demand put pressure on rental values for non-prime assets and second-hand buildings.
In 2024, the highest rent in Paris CBD was €1,200/sqm/year and €655/sqm/year in La Défense (for the Sanofi transaction in CB3). Rent incentives in Paris CBD decreased to 16% (vs. 17% in 2023) but increased to 37% in La Défense (vs. 35% in 2023) and were overall at 22% in the Paris region.
The total volume of office transactions in the Paris region for 2024 reached €3.4 Bn, down by -27% compared to 2023 (€4.7Bn) and -75% vs. 10-year average.
No transaction above €250 Mn occurred. The largest single-asset transactions were:
In December 2024, URW agreed to sell an 80% stake in Trinity office tower at Paris La Défense to Norges Bank Investment Management, for an implied offer price of c. €447 Mn at 100%. The transaction is subject to standard conditions and is expected to be completed during Q1-2025. It demonstrates the appeal of modern and efficient building in well-connected locations.
Consolidated NRI amounted to €101.0 Mn, a +26.0% increase compared to 2023.
| Region | Net Rental Income (€ Mn) | 2024 | 2023 | % |
|---|---|---|---|---|
| France | 80.9 | 65.8 | 22.9% | |
| Other countries | 20.2 | 14.4 | 39.8% | |
| Total NRI | 101.0 | 80.2 | 26.0% |
Figures may not add up due to rounding.
The increase of +€20.8Mn breaks down as follows:
(1) Sources: Immostat; BNP Paribas Real Estate and CBRE.
| Like-for-like Net Rental Income (€ Mn) | 2024 | 2023 | % |
|---|---|---|---|
| France | 60.6 | 51.4 | 18.0% |
| Other countries | 15.0 | 13.2 | 13.5% |
| Total | 75.6 | 64.6 | 17.0% |
Figures may not add up due to rounding.
95% of 2024 rents invoiced in Europe were collected.
On standing assets, 17,946 weighted square metres (wsqm) were leased in 2024, including 9,949 wsqm in the UK, 4,384 wsqm in France, 2,268 wsqm in Germany and 792 wsqm in the Nordics.
More specifically in France, 3,500 wsqm were signed at Trinity (Paris La Défense) in 2024, including 1,718 wsqm to Solutec and a portion of Welkin & Meraki’s space to Technip after its bankruptcy. As a result, Trinity was 96% let at year-end 2024. The average rent of Trinity stands at €564/sqm/year with lease incentives below the market average.
In relation to projects, 13,562 wsqm were signed in 2024 including 9,945 wsqm in Westfield Hamburg-Überseequartier leased to ZIM, Redevco, Mazars and Wayes. The pre-letting of the project’s office part stood at 64% of GLA (1) at the end of 2024.
The ERV of vacant office space in operation amounted to €11.0 Mn, representing an EPRA vacancy rate of 11.7% (11.1% as at December 31, 2023), of which €9.3 Mn or 11.5% (10.3% as at December 31, 2023) related to France, mainly due to:
| Lease expiry schedule | MGR at date of next break option (€ Mn) | As a % of total | MGR at expiry date (€ Mn) | As a % of total |
|---|---|---|---|---|
| Expired | 1.8 | 2.1% | 1.8 | 2.1% |
| 2025 | 22.9 | 25.6% | 21.7 | 24.4% |
| 2026 | 3.8 | 4.2% | 3.7 | 4.2% |
| 2027 | 2.6 | 3.0% | 2.6 | 2.9% |
| 2028 | 3.1 | 3.5% | 1.4 | 1.6% |
| 2029 | 5.1 | 5.7% | 2.0 | 2.3% |
| 2030 | 14.6 | 16.4% | 10.4 | 11.7% |
| 2031 | 14.2 | 15.9% | 15.4 | 17.3% |
In 2024, the C&E activity benefitted from the seasonality effect with a number of biennial shows and the Intermat triennial show taking place this year, as well as the Paris 2024 Olympics and Paralympics (the “Olympics”) as multiple events and broadcasted facilities were hosted in several Viparis venues.
In addition to activity related to the Olympics, 269 exhibitions and congresses were held in Viparis’ venues in 2024, compared to 267 in 2023 and 264 in 2022.
2024 activity was characterised by the following major events and shows:
In addition, this year, Paris Porte de Versailles welcomed IGEM – Grand Jamboree, the world expo of synthetic biology with more than 4,500 attendees and Palais des Congrès de Paris hosted:
and more than 350 exhibitors;
Viparis’ recurring Net Operating Income (“NOI”) amounted to €218.6 Mn, +66.0% compared to 2023 (€131.7 Mn) and +14.9% compared to 2022 (€190.2 Mn), which was positively impacted by €25 Mn of COVID indemnities from the French State. 2024 NOI included a €53.7 Mn contribution from the Olympics. Excluding the impact of indemnities, triennial shows, the Olympics, and recent deliveries, 2024 Viparis NOI was up +29.5% compared to 2023 and +2.4% compared to 2022.
As at December 31, 2024, signed and pre-booked events in Viparis’ venues for 2025 amounted to c. 91% of its expected 2025 rental income.
As the US portfolio continues to strengthen, vacancy reduces and more leasing tension exists in its assets, there is a lower quantity of deals to be done, meaning the focus is on improving the quality of the deals and merchandising.
In this context, 645 leases were signed in 2024 on standing assets (down -10%), representing 2,369,233 sq. ft. and $160.2Mn of MGR. 405 long-term deals were signed, representing 69% of total MGR. The average rent per sq.ft. of long-term deals signed in 2024 increased by +5.7%, illustrating the Group’s focus on quality deals.
The overall uplift on relettings and renewals was +11.7% for the US Shopping Centres (+17.7% in 2023) and +14.9% for Flagships. Deals longer than 36 months had an MGR uplift of +29.9%. The strong uplift signed on long-term deals allowed the Group to increase the revenues secured through MGR while reducing the portion of SBR attached to the short-term leases previously in place. Taking into account the SBR on top of the MGR of leases in place, the uplift on deals longer than 36 months would still be 22%.
In total, the Shopping Centres SBR decreased from $54.9Mn in 2023 (10.3% of NRI) to $37.5 Mn in 2024 (7.5% of NRI) despite a +6.6% increase in Flagships tenant sales. This -31.7% evolution results from asset disposals, crystallisation of SBR into MGR, and 2022 SBR settlement positively impacting 2023.
The tenant mix continued to evolve in line with market trends with the opening of exciting retailers such as Planet Playskool at Westfield Garden State Plaza, Arc'teryx and the brand new expanded 40,000 sq. ft. Zara at Westfield Old Orchard, Amour Vert at Westfield UTC, Aritzia at Westfield Galleria at Roseville, Mango at Westfield Montgomery, Alo at Westfield Century City, Uniqlo at Westfield UTC and Westfield Oakridge, Gorjana at Westfield Topanga as well as Läderach at Westfield Fashion Square and Westfield Century City.
The Luxury sector has also seen strong progress with a number of important openings such as Cartier, IWC and Bottega Veneta at Westfield Topanga, Saint Laurent and David Yurman at Westfield Galleria at Roseville.
Retail Media & other income revenue in 2024 amounted to $57.8 Mn, a -7.4% decrease compared to 2023, as a result of disposals and like-for-like evolution driven by replacement works of major screens.
such as Chanel, Tiffany, Dior and Cartier as well as other partners including Intimissimi, Lululemon and Savage X Fenty.
URW also launched creative campaigns and activations with Expedia, American Express, ELF Cosmetics, AFEELA, Lexus, Hawaiian Airlines, NBC’s Love Island, Dior, Cartier, Chanel, Yves Saint Laurent, BMW, Tesla, Pure Padel and Moana 2.
(1) Flagships exclude CBD centre.
(2) 2023 leasing activity restated for disposals.
Airport activity showed continuous improvement in 2024 with enplanements +2% higher than 2023 and in line with 2019 level. International traffic has shown a strong growth at +5% compared to last year and Domestic traffic was flat. Compared to 2019, International traffic is still down -6% while Domestic traffic is up +5%. Retail sales in URW-operated airport terminals for 2024 increased by +8% compared to 2023.
The construction of JFK Terminal 8 is on track to reach substantial completion by Q2-2025, with the project fully pre-let. The competitive bidding process for the Duty-Free, Food Hall, and Travel Essentials spaces in JFK’s New Terminal 1 has been completed. Leasing terms have been agreed with tenants on 84% of spaces which are scheduled to open in June 2026.
Total NRI amounted to $550.6 Mn, a -$32.1 Mn change (-5.5%) compared to 2023, split between:
US Shopping Centre NRI has been impacted by 2023 and 2024 disposals and foreclosure for -$41.0 Mn (Westfield North County, Westfield Brandon, Westfield Mission Valley, Westfield Valencia Town Center, San Francisco Centre and Westfield Annapolis).
US like-for-like Shopping Centre NRI increased by +$15.9 Mn i.e. +4.0% mainly driven by net leasing revenue of +8.8%, partly offset by lower SBR (-3.1%), and lower Retail Media & other income as well as CAM expenses.
to a NRI increase of +9.1% year-on-year. Converted into euros, the -$32.1Mn (-5.5%) NRI decrease in the US represented -€30.2Mn (-5.6%) with an average euro/USD FX overall stable between 2024 and 2023.
As at December 31, 2024, the EPRA vacancy was 7.2% ($73.6Mn), down by -130bps from December 31, 2023. The vacancy decreased by -110 bps to 6.2% in the Flagships and by -260 bps to 7.5% in the Regionals, while the vacancy of Westfield World Trade Center increased by +220 bps to 23.6%. Occupancy on a GLA (4) basis was 94.1% as at December 31, 2024.
The OCR (5) on a rolling 12-month basis was at 11.7% as at December 31, 2024, compared to 11.9% as at December 31, 2023, reflecting a combination of rental uplifts and strong sales performance. OCR for Flagships stood at 12.6% as at December 31, 2024 (12.9% as at December 31, 2023).
| Lease expiry schedule | MGR at date of next break option (€ Mn) | As a % of total | MGR at expiry date (€ Mn) | As a % of total |
|---|---|---|---|---|
| Expired | 0.2 | 0.0% | 0.2 | 0.0% |
| 2025 | 60.1 | 11.8% | 60.1 | 11.8% |
| 2026 | 65.7 | 12.8% | 65.7 | 12.8% |
| 2027 | 77.3 | 15.1% | 77.3 | 15.1% |
| 2028 | 65.8 | 12.9% | 65.8 | 12.9% |
| 2029 | 47.0 | 9.2% | 47.0 | 9.2% |
| 2030 | 30.2 | 5.9% | 30.2 | 5.9% |
| 2031 | 32.1 | 6.3% | 32.1 | 6.3% |
| 2032 | 34.5 | 6.7% | 34.5 | 6.7% |
| 2033 | 31.1 | 6.1% | 31.1 | 6.1% |
| 2034 | 32.7 | 6.4% | 32.7 | 6.4% |
| 2035 | 18.3 | 3.6% | 18.3 | 3.6% |
| Beyond | 16.2 | 3.2% | 16.2 | 3.2% |
| Total | 511.3 | 100% | 511.3 | 100% |
Figures may not add up due to rounding.
(1) Figures may not add up due to rounding.
(2) Excluding Airports, Regionals and CBD asset.
(3) Net MGR and CAM.
(4) GLA occupancy taking into account all areas, consistent with financial vacancy.
(5) Based on all stores operating for more than 12 months (excluding department stores and atypical activities). Excluding Westfield World Trade Center.
(1) Following the comprehensive evolution of the Better Places roadmap announced in October 2023, the Group continued to progress in 2024 towards its environmental performance objectives, including its ambitious SBTi-approved net-zero targets, as well as the transition to a more sustainable retail, and community impact. Below are the key 2024 achievements:
setting the ground for the measure of the rest of the industry;
URW is a leader in sustainability within the real estate sector, included in major ESG indices and widely recognised by the international markets, including to date:
in the REIT subindustry worldwide with a “Negligible” risk rating;
(1) Note that performance is reported on a Better Places scope, consistent with past performance and commitments taken in October 2023, differing from the scope expected by CSRD. All details can be found in Chapter 3 of this 2024 Universal Registration Document.
(2) As at year-end 2024.
(3) Fashion sector includes Fashion Apparel, Sports, Jewellery, Bags & Footwear & Accessories, Luxury and Department stores.
(4) Fitness and Entertainment sectors.
(5) Updated definition following evolution of Group regional organisation.
• ESG indices: in addition to maintaining its position in the top 10 of the Euronext CAC 40 Governance Index, URW is a component of the Euronext CAC 40 ESG Index, the Euronext ESG Eurozone Biodiversity Leaders PAB Index, Euronext Europe SBT 1.5 Index, the MSCI Global Green Building Index, the MSCI Europe Climate Action Index, the MSCI World Paris-Aligned Climate Index and the ECPI Global ESG Gender Equality Index;
• Equileap: among the Top 100 worldwide in gender equality and the Top 10 French companies.
For more information on Better Places and the detailed 2024 sustainability performance, please refer to Chapter 3 of this Universal Registration Document and the Sustainability section of URW’s website.
The results of the Group presented below are based on the Consolidated income statement in a proportionate format, in which the joint-controlled entities are accounted for on a proportionate basis instead of being accounted for using the equity method under IFRS. The Group has structured its internal operational and financial reporting according to this proportionate format.
Unless otherwise indicated, all references below relate to the period ended December 31, 2024, and the comparisons relate to the same period in 2023.
The Gross Rental Income (“GRI”) amounted to €2,939.8 Mn (€2,872.9 Mn), an increase of +2.3%. This increase resulted mainly from a positive leasing contribution, the impact of indexation, higher variable income in Europe and a positive FX impact, as well as the positive impact of the Olympics, partly offset by the 2023 and 2024 disposals, lower utilities income in the UK and lower SBR in the US.
Region
| Gross Rental Income (€ Mn) | 2024 | 2023 | % | |
| France | 614.6 | 614.6 | 0.0% | |
| Spain | 204.0 | 192.7 | 5.8% | |
| Southern Europe | 818.5 | 807.3 | 1.4% | |
| Central Europe | 268.0 | 246.6 | 8.6% | |
| Austria | 159.6 | 147.8 | 7.9% | |
| Germany | 149.9 | 146.7 | 2.2% | |
| Central and Eastern Europe | 577.4 | 541.2 | 6.7% | |
| Nordics | 124.2 | 117.9 | 5.4% | |
| The Netherlands | 100.5 | 92.3 | 8.9% | |
| Northern Europe | 224.7 | 210.2 | 6.9% | |
| Subtotal Continental Europe – Shopping Centres | 1,620.7 | 1,558.7 | 4.0% | |
| UK | 211.9 | 233.1 | (9.1%) |
| Subtotal Europe – Shopping Centres | 1,832.5 | 1,791.8 | 2.3% |
|---|---|---|---|
| Offices & Others | 107.5 | 90.5 | 18.8% |
| C\&E | 248.0 | 201.1 | 23.3% |
| Subtotal Europe | 2,188.0 | 2,083.4 | 5.0% |
| US – Shopping Centres | 745.6 | 782.3 | (4.7%) |
| US – Offices & Others | 6.2 | 7.3 | (14.7%) |
| Subtotal US | 751.8 | 789.6 | (4.8%) |
| Total URW | 2,939.8 | 2,872.9 | 2.3% |
Figures may not add up due to rounding.
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
| Region | Net Rental Income (€ Mn) | 2024 | 2023 | % |
|---|---|---|---|---|
| France | 532.5 | 525.5 | 1.3% | |
| Spain | 184.4 | 169.0 | 9.1% | |
| Southern Europe | 716.8 | 694.6 | 3.2% | |
| Central Europe | 267.7 | 248.8 | 7.6% | |
| Austria | 115.4 | 111.8 | 3.2% | |
| Germany | 129.9 | 126.3 | 2.9% | |
| Central and Eastern Europe | 513.0 | 486.9 | 5.4% | |
| Nordics | 112.2 | 102.2 | 9.8% | |
| The Netherlands | 86.1 | 77.5 | 11.1% | |
| Northern Europe | 198.3 | 179.7 | 10.3% | |
| Subtotal Continental Europe – Shopping Centres | 1,428.2 | 1,361.2 | 4.9% | |
| UK | 137.9 | 134.4 | 2.6% | |
| Subtotal Europe – Shopping Centres | 1,566.0 | 1,495.6 | 4.7% | |
| Offices & Others | 101.0 | 80.2 | 26.0% | |
| C\&E | 138.6 | 95.4 | 45.3% | |
| Subtotal Europe | 1,805.7 | 1,671.2 | 8.0% | |
| US – Shopping Centres | 507.3 | 535.3 | (5.2%) | |
| US – Offices & Others | 1.4 | 3.6 | (60.3%) | |
| Subtotal US | 508.7 | 538.9 | (5.6%) | |
| Total URW | 2,314.4 | 2,210.1 | 4.7% |
Figures may not add up due to rounding.
Net property development and project management income was +€18.8 Mn (+€30.9 Mn), as a result of the phasing of projects of URW’s Design, Development & Construction ("DD&C") activity in the UK.
Net property services and other activities income from Property Management services in France, the US, the UK, Spain and Germany was +€116.9Mn (+€77.1Mn), including +€81.2 Mn of on-site property services in Viparis (+€37.2Mn) and +€35.8 Mn of Property Management services related to shopping centres (+€39.9 Mn). The increase of +€39.8 Mn is mainly due to the impact from the Olympics on the on-site property services in Viparis, partly offset by a decrease in Property Management services in Spain, the UK and the US, as a result of disposals.
Contribution of companies accounted for using the equity method (1) amounted to +€50.2 Mn (-€5.4 Mn), of which -€35.6Mn related to the non-recurring activities, mainly due to the impact of the mark-to-market of derivatives on the financing of JVs and a tax provision partly offset by positive valuation movements. The recurring Contribution of companies accounted for using the equity method was +€85.8Mn (+€85.4Mn).
General expenses (2) amounted to -€179.2 Mn, a significant decrease compared to 2023 (-€199.4 Mn) due to cost savings including staff and travel reduction, partly offset by a negative FX impact. As a percentage of NRI from shopping centres and offices, general expenses stood at 8.2% (9.4% in 2023). This reflects the Group’s ongoing cost discipline approach. It will continue to optimise expenses.
Development expenses stood at -€4.9Mn in 2024 (-€4.7Mn).
before depreciation and impairment of assets in the Net result by segment) increased from €2,199.3Mn in 2023 to €2,351.9Mn in 2024 (i.e. +6.9%) due to higher NRI in Europe, partly offset by disposals. Excluding the impact of FX, disposals, pipeline, DD&C and the Olympics on a like-for-like basis, EBITDA increased by +7.0% in 2024 vs. 2023 and by +4.7% vs. 2019.
Acquisition and other costs amounted to a non-recurring amount of -€12.7 Mn (-€8.9 Mn).
(1) Contribution of companies accounted for using the equity method represents URW’s share of the Net recurring result for the period of entities accounted for using the equity method which are not joint-controlled (and therefore not retreated on a proportionate basis) and interest received on loans granted to these entities. This corresponds to 5 shopping centres, Triangle and Hôtel Salomon de Rothschild in France, Złote Tarasy in Central Europe and Gropius Passagen in Germany.
(2) Administrative expenses, excluding development expenses and depreciation and amortisation presented separately. Corporate expenses in P&L correspond to General expenses and Development expenses.
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
amounted to -€35.0Mn (-€70.1Mn), including -€41.0Mn (-€51.5Mn) for the recurring activities and +€6.0 Mn (-€18.6 Mn) for the non-recurring activities related to reversals of impairment on property services in the US and on intangible assets relating to Viparis partially offset by an allowance of provision on property services in the UK.
Results on disposal of investment properties were -€14.3 Mn (-€21.2 Mn), reflecting mainly the impact of 2024 disposals and adjustments of disposals from previous years. This does not include the capital gains on disposals accounted for in shareholders’ equity of +€12.1 Mn, related mainly to Centrum Černý Most.
For more information, please refer to the Section 4.1.2.
amounted to -€1,376.4 Mn (-€2,674.5 Mn). Main decreases came from Germany (-€1,136.5Mn) mainly related to the Westfield Hamburg-Überseequartier project and US shopping centres (-€389.0Mn).
For more information, please refer to the Section 4.1.4.
amounted to -€45.0Mn (-€242.1Mn), mainly related to the goodwill justified by the fee business in Germany.
Net financing costs (recurring) totalled -€515.2Mn (after deduction of capitalised financial expenses of €80.8Mn (€77.0 Mn) allocated to projects under construction) (-€484.5 Mn). This increase of -€30.7Mn is due to slightly higher cost of debt.
URW’s average cost of debt for the period was 2.0% (1.8% in 2023). URW’s financing policy is described in the Section 4.1.5.
issued in foreign currencies. Income tax expenses are due to the Group’s activities in countries where specific tax regimes for property companies do not exist or are not used by the Group.
Total income tax expenses for 2024 amounted to -€121.7 Mn (-€7.0Mn). Income tax allocated to the recurring net result amounted to -€97.2Mn (-€80.6Mn), mainly due to the 2024 operating performance. Non-recurring income tax amounted to -€24.5Mn (+€73.6 Mn), mainly due to the impact of valuation movements partially offset by the reversal of tax provisions.
External non-controlling interests amounted to -€132.0 Mn (+€149.6 Mn) comprising recurring and non-recurring external non-controlling interests. The recurring external non-controlling interests amounted to -€228.5Mn (-€176.8Mn), mainly due to the C&E activity performance. The non-recurring non-controlling interests amounted to +€96.5 Mn (+€326.3 Mn), due primarily to negative valuation movements.
Net result for the period attributable to the holders of the Stapled Shares was a profit of +€146.2 Mn (-€1,629.1Mn). This figure breaks down as follows:
The Adjusted Recurring Earnings taking into account the coupon of hybrids for -€98.9 Mn (-€72.4 Mn) reflect a profit of €1,373.5 Mn (€1,336.6Mn). The hybrid coupon increased as from H2-2023 following the Exchange Offer on the Perp-NC23 hybrid completed in July 2023 and the reset of the remaining Perp-NC23 coupon in October 2023, with a full-year impact in 2024.
The average number of shares outstanding was 139,497,322 (138,965,717). The increase is mainly due to the issuance of Performance Shares in 2023 and 2024 and the issuance of 3.254 Mn shares in December 2024 in the context of the acquisition of CPP Investments’ stake in URW Germany, with an impact on the average number of shares of 248,940 in 2024. The number of shares outstanding as at December 31, 2024, was 142,629,547.
EPRA Recurring Earnings per Share ("REPS") came to €10.56 (€10.14), an increase of +4.1%. Adjusted Recurring Earnings per Share ("AREPS") came to €9.85 (€9.62), an increase of +2.4%.
The main drivers for recurring earnings evolution were the strong operational performance in retail, offices and C&E, which benefitted from the seasonality effect and the positive impact of the Olympics, partly offset by 2023 and 2024 disposals.
The total cash flow from operating activities slightly increased to +€2,190.2 Mn (+€2,056.5Mn) mainly due to an improvement of the operational performance of the Group.
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
The total cash flow from investment activities was -€537.1 Mn due to investments partly offset by disposals. Compared to 2023 (-€791.4 Mn), it reflects an increase in Disposal of shares and investment properties (+€920.2Mn in 2024 vs. +€522.4Mn in 2023) partially offset by an increase of Capital expenditures (-€1,308.3 Mn in 2024 vs. -€1,181.0Mn in 2023).
The net cash outflow from financing activities amounted to -€1,882.3 Mn (+€865.4 Mn) reflecting a decrease in new borrowings and financial liabilities (+€1,568.7 Mn in 2024 vs. +€2,409.3 Mn in 2023) given the cash position of the Group of €5.3 Bn, and an increase in repayment of borrowings and financial liabilities (-€2,531.4 Mn in 2024 vs. -€769.2Mn in 2023). This also includes the reinstatement of a distribution in H1-2024 (-€347.9 Mn).
On January 6, 2025, URW announced the sale of a 15% stake in the iconic Westfield Forum des Halles, a 77,600 sqm Flagship shopping centre located in the heart of Paris, to CDC Investissement Immobilier, on behalf of Caisse des Dépôts ("CDC"), a leading long-term French institutional investor. The net disposal price is €235 Mn (1), in line with the last unaffected value.
On February 19, 2025, URW sold an 80% stake in Trinity office tower at Paris La Défense to Norges Bank Investment Management, for an implied offer price of c. €447 Mn at 100%. The asset will be accounted for using the equity method from this date.
the rest of the Group’s debt. Discussions are ongoing with lenders on different options including an eventual sale, foreclosure or refinancing.
On March 11, 2025, URW announced an agreement to sell Bonaire, an open air shopping centre located in Valencia (Spain), to Castellana Properties, the Spanish subsidiary of Vukile Property Fund for a disposal price of €305 Mn at a premium to the last unaffected book value.
The Group will propose to the AGM(2) a 40% increase in cash distribution to €3.50/share to be paid on May 12, 2025. Going forward, the Group will continue to increase the distribution according to operating performance, deleveraging progress and valuations evolution. Further details on its distribution policy will be shared as part of the Group’s Investor Day on May 14, 2025.
As at December 31, 2024, the total statutory retained losses of URW SE (parent company) is negative at -€1,887 Mn, including a profit of +€943 Mn in 2024. Given the negative statutory retained results of URW SE, the Group has no obligation to pay a dividend in 2025 for the fiscal year 2024 under the SIIC regime and other REIT regimes it benefits from. The dividend distribution obligation resulting from the French SIIC regime will be delayed until URW has sufficient statutory results to meet this obligation.
As a consequence, the distribution will be made out of premium, which amounted to €13.5Bn in URW’s statutory accounts as at December 31, 2024. This premium distribution will not reduce the carry forward SIIC dividend payment obligation standing at €2,522Mn as at December 31, 2024, and will qualify as an equity repayment(3) for French tax purposes (article 112-1 of the French tax code).
Over the last 4 years, the Group has significantly strengthened its business operations, fully capturing indexation over the period while achieving the highest occupancy rate since 2017 and a +4.7% increase in like-for-like EBITDA compared to 2019.
The Group also progressed on its deleveraging plan with €6.4 Bn(4) of assets divested in line with book value, contributing to a €4.7Bn net debt reduction to €19.5 Bn(5) at the end of 2024, a 400 bps LTV reduction to 40.8%(6) and Net Debt to EBITDA improvement to 8.7x, the lowest level since the Westfield acquisition.
(1) With up to 10% price payment subject to a 5% annual return mechanism for CDC, which may be activated until 2029.
(2) To be held on April 29, 2025.
(3) For the tax treatment please refer to relevant financial advisors.
(4) On an IFRS basis including the €0.6 Bn of 2025 secured disposals.
The Group has also reshaped its US business by enhancing the portfolio quality (97% A-rated (1)), improving its operating performance, and streamlining the US management platform. The Group has sold or foreclosed on 17 assets for a total of $3.3Bn (2) and reduced the vacancy level of its 10 Flagship assets by -630 bps. Having achieved this transformation, URW has made the strategic decision to retain its high performing Flagship assets in the US. The Group is committed to further deleveraging through retained earnings, disciplined capital allocation and non-core disposals. The Group will present its future growth plans at an Investor Day on May 14, 2025.
The Group expects underlying growth of at least 5% to drive full-year 2025 AREPS in the range of €9.30 to €9.50. This is supported by:
It also reflects:
As in previous years, this guidance assumes no major deterioration of the macro-economic and geopolitical environment. This guidance has been established on a basis comparable to historical financial information and in accordance with the accounting policies applied to the Group’s consolidated financial statements for the year ended December 31, 2024 described in the consolidated financial statements.
In the period to December 31, 2024, URW invested €1,375.8Mn (7) (Group share) in capital expenditure in assets and on construction, extension and refurbishment projects, compared to €1,269.1 Mn in 2023.
The total investments break down as follows:
| (€ Mn) | Proportionate | 2024 | 2023 | 100% Group share |
|---|---|---|---|---|
URW invested €1,022.3Mn(1) in its Shopping Centre portfolio:
| 100% Group share | Shopping Centres | Offices & Others | Convention & Exhibition | Total Capital Expenditure |
|---|---|---|---|---|
| 1,067.1 | 1,022.3 | 984.3 | 913.3 | |
| 324.1 | 324.1 | 327.0 | 327.0 | |
| 57.9 | 29.4 | 57.0 | 28.9 | |
| 1,449.0 | 1,375.8 | 1,368.2 | 1,269.1 |
Figures may not add up due to rounding. This table includes change in Investment properties as reported in the balance sheet and does not include acquisition of shares. URW investment in 2024 Group share would be €1,712.0 Mn (€1,326 Mn for Shopping Centres and €357 Mn for Offices & Others) including the acquisition of share investment, principally the acquisition of:
(1) Source: Green Street Advisors. In terms of GMV.
(2) At 100%.
(3) Partly offset by a lower capitalisation of financial expenses.
(4) Includes 1 deal signed under conditions precedent for €0.3 Bn.
(5) Due to the full-year effect of 2024 refinancing activity and a lower cash remuneration.
(6) For the acquisition of an additional 38.9% stake in URW Germany JV.
URW invested €324.1 Mn in its Offices & Others portfolio:
URW invested €29.4 Mn in its Convention & Exhibition portfolio:
The real estate investment market continued to face challenges amid volatile conditions in 2024. Persistent inflation, uncertainty around interest rate cuts in particular in the US, geopolitical concerns and political uncertainties are key factors influencing the markets across all segments (core, core-plus and value-add). These events have added layers of complexity and uncertainty, slowing transaction executions. As central banks started to cut rates, the market saw a slight improvement in H2.
Despite this challenging environment, URW successfully completed or secured €1.6 Bn of transactions, including €1.0 Bn (€0.9 Bn in IFRS) completed at year-end 2024. This includes:
2025;
As part of these transactions, URW will continue to manage Aupark, Centrum Černý Most, Westfield Forum des Halles and the Trinity office tower. As part of the Pasing transaction, URW will also continue to manage the centre for a transition period of up to 24 months post-closing.
As at December 31, 2024, URW’s share of the Total Investment Cost (“TIC”(1) and “URW TIC”(2)) of its development project pipeline amounted to €3.5Bn(3), corresponding to a total of 0.6 million sqm of Gross Lettable Area (“GLA”(4)) to be redeveloped or added to the Group’s standing assets.
Since December 31, 2023, the Group has delivered 4 projects representing a URW TIC of €0.3 Bn, comprised of:
due to further cost increases and delayed opening (retail opening on April 8, 2025) (+€0.8 Bn), 6 additional projects added to the Controlled Pipeline (+€0.4 Bn) and 1 additional project added to the Committed Pipeline (+€0.1 Bn), partially offset by 4 deliveries in 2024 (-€0.3 Bn).
(1) 100% TIC is expressed in value at completion. It equals the sum of: (i) all capital expenditures from the start of the project to the completion date and includes: land costs, construction costs, study costs, design costs, technical fees, tenant fitting-out costs paid for by the Group, letting fees and related costs, eviction costs and vacancy costs for renovations or redevelopments of standing assets; and (ii) opening marketing expenses. It excludes: (i) step rents and rent-free periods; (ii) capitalised financial interests; (iii) overhead costs; (iv) early or lost Net Rental Income; and (v) IFRS adjustments.
(2) URW TIC: 100% TIC multiplied by URW’s percentage stake in the project, adjusted by specific own costs and income, if any.
(3) This includes the Group’s share of projects fully consolidated and projects accounted for using the equity method, excluding remaining capex on delivered projects, Viparis Capex commitments and commitments on the roads for the Westfield Milano project.
(4) GLA equals Gross Lettable Area of projects at 100%.
| -0.3 | 0.8 | 0.5 | 2.5 | 3.5 |
|---|---|---|---|---|
| URW TIC as at Dec. 31, 2023 | Deliveries | Project changes | URW TIC as at Dec. 31, 2024 | New projects |
of these deliveries stands at 88% as at December 31, 2024. The Group is in active discussions for the leasing of the remaining 20% space in Lightwell.
As reported in the press release dated January 23, 2025, URW announced the retail opening of Westfield Hamburg-Überseequartier on April 8, 2025. The project’s Mechanical, Electrical and Plumbing (MEP) systems are now in the final testing and inspection phase. The opening date has been selected in collaboration with tenants and is aligned with the Spring retail calendar.
The TIC of the Westfield Hamburg project amounts to €2,446 Mn (3), an increase of c. €190 Mn compared to the TIC update in September 2024, due to additional expenses related mainly to construction costs, scope gaps and quantities, while a dedicated construction claim management team is working to optimise all reconciliations and settlement of claims. The TIC increased since December 31, 2023, as a result of:
Ongoing negotiations on the indemnification of tenants for opening delays are within the budget set in September.
The Westfield Hamburg retail project is now 94% (4) pre-let, an improvement compared to 86% (4) last year, with strong interest in remaining units, and 64% of the office building (2) is pre-let, notably to Shell, ZIM, Mazars, Wayes and Redevco. Ongoing discussions with office prospects are progressing on the remaining spaces.
URW’s development pipeline has seen a +€0.5 Bn increase since the end of 2023, including 6 projects added to the Controlled Pipeline and 1 project to the Committed Pipeline, with a total targeted Yield on Cost above 7%:
for future residents with 50% JV partnership with co-developer Mill Creek Residential;
In addition to the above, the new retail, dining and leisure project of Centrum Černý Most extension has shifted in H1-2024 from the Controlled to the Committed Pipeline following the launch of the works in April 2024.
| Business | Country | Type |
|---|---|---|
| 100% Net GLA (sqm) | 100% TIC (€ Mn) | URW TIC (€ Mn) | URW Cost to Date (€Mn) | Yield on Cost (b) | Delivery Date (c) | Project Valuation |
|---|---|---|---|---|---|---|
| 94,474 | 1,530 | H1-2025 | Fair value | |||
| 77,657 | 920 | H1-2025, 2026 | Fair value | |||
| 87,440 | 850 | H2-2025 | Fair value | |||
| 91,179 | 700 | H2-2026 | At cost | |||
| 4,524 | 80 | H2-2026 | Fair value | |||
| Centrum Černý Most Extension Shopping Centres Czech Rep. Extension/Renovation |
| 75% | 9,471 | 70 | H2-2025 | Fair value | ||
|---|---|---|---|---|---|---|
| Others | 22,280 | 80 | Total Committed projects | 2,970 | 2,260 | 3.4% |
| GSP Mixed-Use Offices & Others | US Greenfield/Brownfield | 25% | 57,354 | 300 | H2-2027 | At cost |
| Maquinext Shopping Centres | Spain Extension/Renovation | 51% | 74,525 | 260 | H2-2029 | At cost |
| M2 Offices & Others | UK Greenfield/Brownfield | 100% | 19,190 | 160 | H2-2028 | At cost |
| Jacques Ibert Offices & Others | France Redevelopment/Extension | 100% | 10,800 | 90 | H2-2028 | Fair value |
| Others | 13,515 | 70 | Total Controlled projects | 500 | 80 | |
| URW TOTAL PIPELINE | 3,470 | 2,340 |
(a) Figures may not add up due to rounding and are subject to change according to the maturity of projects.
(b) URW share of the expected stabilised Net Rental Income divided by the URW TIC increased by rent incentives (step rents and rent free periods), and for redevelopment projects only, the Gross Market Value of the standing assets at the launch of the project.
(c) In the case of staged phases in a project, the date corresponds to the delivery date of the main phase.
• 76% of the total Committed Pipeline URW TIC was already spent as at December 31, 2024, representing an amount of €2,260Mn, of which €1,340Mn was on the retail pipeline and €920 Mn on Offices & Others. Out of the €710 Mn still to be invested for Committed projects, €230 Mn has already been contracted.
• URW’s TIC on Controlled Pipeline amounts to €500 Mn, out of which €80 Mn has been spent to date on the projects.
| Controlled | €500 Mn | 14% |
|---|---|---|
| Committed | €2,970 Mn | 86% |
| Retail | €1,650 Mn | 55% |
| Hotels | €450 Mn | 15% |
| Residential | €200 Mn | 7% |
| Offices | €670 Mn | 23% |
| UK | €200 Mn | 8% |
| Germany | €1,940 Mn | 83% |
| US | €20 Mn | 1% |
| France | €140 Mn | 6% |
| Spain | €20 Mn | 1% |
| Czech Rep. | €20 Mn | 1% |
| GLA | (562,407 sqm) |
|---|---|
| URW TIC | (€3,470 Mn) |
(a) Based on the split of GLA per project.
(b) Based on main use of the project.
The Group has an increasing focus on mixed-use projects (notably including residential, offices & hotels) such as GSP Mixed-Use and Coppermaker Square next to Westfield Stratford City. These projects mainly relate to densifications on and around the Group’s existing asset footprints.
office space that could accommodate up to 2,000 workers. Active discussions are underway with prospective office tenants attracted by the quality, amenities and connectivity of the space.
2025 will be a major year in terms of development with the main key deliveries:
The average pre-letting(2) of these future deliveries(3) stands at 76% as at December 31, 2024, the retail component being pre-let at 94%.
At year-end 2025, the total URW TIC, reflecting €2.6Bn(4) deliveries during 2025, is expected to reduce to €0.9 Bn at year-end 2025, composed of €0.4 Bn relating to Committed projects and €0.5 Bn to Controlled, based on current portfolio of projects(5).
URW’s Net Reinstatement Value ("NRV") amounted to €143.80 per share as at December 31, 2024, a decrease of -€2.90 per share (-2.0%) compared to the NRV as at December 31, 2023 (€146.70 per share). The NRV includes €3.73 per share of goodwill not justified by the fee businesses or tax optimisations, which is mainly related to the Westfield acquisition. Net of this goodwill, the NRV would be €140.07 per share.
URW’s Net Disposal Value ("NDV") amounted to €116.90 per share as at December 31, 2024, a decrease of -€5.00 per share (-4.1%) compared to the NDV as at December 31, 2023 (€121.90 per share). URW’s NDV includes the mark-to-market of debt and financial instruments but does not include any goodwill.
(1) Figures may not add up due to rounding.
(2) GLA signed, all agreed to be signed and financials agreed.
(3) In the case of staged phases in a project, the date corresponds to the delivery date of the main phase.
(4) Excluding Tower C.
(5) Assuming no additions to the URW Development Pipeline until that date.
| Retail | Extension/Renovation/Redevelopment | 43,600 sqm | 8% |
|---|---|---|---|
| Dining & Leisure |
| 34,191 sqm | 6% | ||
|---|---|---|---|
| Dining & Leisure | Extension/Renovation/Redevelopment | 16,223 sqm | 3% |
| Offices | 160,547 sqm | 29% | |
| Hotels | 36,489 sqm | 6% | |
| Residential | 203,282 sqm | 36% | |
| Retail | Greenfield/Brownfield | 68,075 sqm | 12% |
| Greenfield/Brownfield | €1,520 Mn | 44% | |
|---|---|---|---|
| Offices & Others | Redevelopment/Extension | €110 Mn | 3% |
| Retail | Extension/Renovation/Redevelopment | €280 Mn | 8% |
| Offices & Others | Greenfield/Brownfield | €1,560 Mn | 45% |
Unless otherwise indicated, the data presented in the property portfolio are on a proportionate (1) basis as at December 31, 2024, and comparisons are with values as at December 31, 2023.
amounted to €49.7Bn (€49.6 Bn), an increase of +0.3%. On a like-for-like basis, the GMV net of investment decreased by -0.5% (or -€0.2Bn).
Total real estate investment volumes in Continental Europe provisionally totalled €127 Bn, i.e. -7% below 2023 and -46% below the previous 10-year average between 2014 and 2023. In the UK, €57 Bn were invested in 2024, i.e. +20% increase compared to 2023, but -25% below the prior 10-year average.
Retail investment volumes in Continental Europe accounted for 16% of investments recorded in 2024, marginally lower than the 17% recorded in 2023 and the 10-year average of 17% which rose off its lowest level of 9% in 2021. Retail investment volumes in Continental Europe totalled €20.4 Bn in 2024, a -12% reduction compared to 2023. Shopping centres accounted for 34% (€6.9 Bn) of retail investment volumes, in line with its share in 2023.
Retail investment volumes in the UK totalled €10.1 Bn in 2024, a +39% increase compared to 2023. Shopping centres totalled €2.8 Bn (i.e. 27% of the total). Shopping centre volumes rose over +70% in 2024 notably due to major sales of shopping centres in the UK including Meadowhall (50% share), Bluewater (50% share) and Liverpool One (93%).
US retail investment volumes saw a -13% decrease on a November 2024 year-to-date basis compared to the same period in 2023, with total transactions reported by Real Capital Analytics of $47.0 Bn.
Total office investment volumes in Continental Europe were €29.1 Bn in 2024, a drop of -13% compared to 2023. In the Paris region, office investment reached €3.4 Bn in 2024, down -27% compared to 2023.
| Asset portfolio valuation (including transfer taxes) (a) | Dec. 31, 2024 | Like-for-like change net of investment – 2024 (b) | Dec. 31, 2023 | |||
|---|---|---|---|---|---|---|
| € Mn | % | € Mn | % | |||
| Shopping Centres | 43,329 | 87% | 72 | 0.2% | 42,775 | 86% |
| Offices & Others | 2,778 | 6% | (124) | (8.0%) | 3,155 | 6% |
| Convention & Exhibition | 2,611 | 5% | (30) | (1.2%) | 2,572 | 5% |
| Services | 993 | 2% | (112) | (10.5%) | 1,072 | 2% |
| Total URW | 49,711 | 100% | (194) | (0.5%) | 49,574 | 100% |
Figures may not add up due to rounding.
(a) On a proportionate basis, including transfer taxes and transaction costs (see Section "Proportionate, IFRS and Group share figures for the property portfolio" for IFRS and Group share figures).
The portfolio valuation includes:
Toca Football and Food Society). The equity value of URW’s share investments in assets not controlled by URW amounted to €1,239 Mn (€1,239 Mn).
The valuations consider the negative cash flows related to rents paid on concessions or leaseholds, which are accounted for as financial debt in the consolidated statement of financial position.
The portfolio neither includes €0.7 Bn of goodwill not justified by the fee business, nor financial assets such as the cash and cash equivalents on the Group’s consolidated statement of financial position as at December 31, 2024.
(b) Excluding the currency effect, investment properties under construction, assets not controlled by URW, assets at bid value and changes in scope (including acquisitions, disposals and deliveries of new projects) through December 31, 2024. Changes in scope consist mainly of the:
The like-for-like change in the portfolio valuation is calculated excluding the changes described here above.
| 49,574 | |
|---|---|
| Like-for-like revaluation | (194) |
| Revaluation of non like-for-like assets | (1,310) (a) |
| Revaluation of shares | (0) (b) |
| Capex / Acquisitions / Transfers | 1,807 |
| Disposals | (888) (c) |
| Constant Currency Effect | 721 (d) |
| URW Valuation as at Dec. 31, 2024 (€ Mn) | 49,711 |
Figures may not add up due to rounding.
In March 2021, as part of the rotation recommended by the Royal Institution of Chartered Surveyors ("RICS"), URW signed new appraisal mandates with 2 international and qualified appraisal firms, Cushman & Wakefield and Jones Lang LaSalle, to value its Shopping Centre and Offices & Others portfolio. In Continental Europe, URW rotated the assets appraised by these 2 firms: in H1-2021, the appraisers were rotated for Central Europe, Spain, Nordics, France Offices & Others and The Netherlands and in H2-2021, URW rotated appraisers for France Shopping Centres, Germany and Austria. In H1-2024, URW rotated the appraisers in the US (Cushman & Wakefield and Kroll) on half of the US assets, URW rotated the appraisers on the remaining half of the US assets in H2-2024, in line with RICS’ recommendations. The services companies (except German Fee Business) and the Westfield trademark values are assessed by Ernst & Young (“EY”) since H2-2024. The German Fee Business is appraised by Grant Thornton since H2-2024. URW has allocated properties across independent appraisers by region for comparison and benchmarking purposes. The valuation process has a centralised approach, intended to ensure that capital market views on the Group’s portfolio are taken into account. Assets are appraised twice a year (in June and December), except for services companies and the Westfield trademark which were externally appraised once in H2-2024.
| Appraiser | Regions appraised | % of total portfolio Dec. 31, 2024 | % of total portfolio Dec. 31, 2023 |
|---|---|---|---|
| Cushman & Wakefield | France/Germany/Austria/Nordics/Spain/UK (a) /US | 41% | 49% |
| Jones Lang LaSalle | France/Germany/Central Europe/The Netherlands | 33% | 34% |
| Kroll | US | 13% | 6% |
| EY (b) | France/UK/US | 3% | 0% |
| PwC |
(c)
| France | 5% | 8% | |
|---|---|---|---|
| Other appraisers | Germany/Central Europe/US | 2% | 2% |
| At cost, under sale agreement or internal | 3% | 1% | |
| 100% | 100% |
Figures may not add up due to rounding.
(a) The Group’s UK Shopping Centre portfolio was valued by Cushman & Wakefield and Avison Young.
(b) EY assesses the Westfield trademark and the Group’s services companies except the German Fee Business valued by Grant Thornton.
(c) PwC assesses the Convention & Exhibition venues.
Fees paid to appraisers are determined prior to the valuation process and are independent from the value of properties appraised. A detailed report, dated and signed, is produced for each appraised property. None of the appraisers have received fees from URW representing more than 10% of their turnover.
Environmental, Social & Governance (ESG) factors are impacting investment approaches in real estate markets. Driving forces include legislation change, availability of finance, and increasing societal awareness of ESG factors such as climate risk.
A significant amount of information has been made available to the appraisers in relation to several ESG KPIs on an asset-by-asset basis (1) in connection with a new AFREXIM ESG scorecard built by main valuation firms, international shopping centres’ landlords and French institutions representing a diverse scope of retail market participants.
Amongst others, these KPIs are the Energy Use Intensity on common areas, BREEAM certificate label part I and II, climate risk studies outcomes, renewable energy on-site production or presence of EV chargers.
(1) For European shopping centres.
328
Appraisers have reviewed and considered the information provided in their valuation process. Capex to be spent in the next 5 years for the Energy Action Plan defined by the Group and its Better Places Net zero trajectory were integrated in the valuation model.
The information relating to the Group’s ESG roadmap provided during the Investors Day in October 2023 was updated so that appraisers could integrate it in their H2-2024 valuations.
Appraisal methods used by appraisers are compliant with international standards and guidelines as defined by RICS, IVSC (International Valuation Standards Council) and FEI (Fédération des Entreprises Immobilières).
97% of URW’s portfolio was appraised by independent appraisers as at December 31, 2024.
Investment Properties Under Construction (“IPUC”) for which a value could be reliably determined are required to be accounted for at fair value and were assessed by external appraisers.
IPUC are taken at fair value once management considers that a substantial part of the project’s uncertainty has been eliminated, such that a reliable fair value can be established.
Westfield Hamburg was assessed at fair value for the first time as at June 30, 2023. Centrum Černý Most Extension was carried at fair value for the first time as at June 30, 2024.
Since and as a result of the acquisition accounting for the Westfield transaction, the main projects in the US, the UK and Italy were carried at fair value as at December 31, 2024.
Refer to the table in the Section 4.1.3 for the valuation method used for each development project in the Group’s pipeline.
The remaining assets of the portfolio (3%) were valued as follows:
was tested with an external valuation as at December 31, 2024). Unless otherwise indicated, valuation changes and references to asset values include transfer taxes and transaction costs.
| Valuation including transfer taxes (€ Mn) | Dec. 31, 2024 | June 30, 2024 | Dec. 31, 2023 |
|---|---|---|---|
| Cushman & Wakefield Shopping Centres/Offices & Others | 17,246 | 18,007 | 18,081 |
| Jones Lang LaSalle Shopping Centres/Offices & Others | 16,444 | 16,879 | 16,607 |
| PwC C\&E | 2,538 | 2,538 | 2,766 |
| EY Shopping Centres | 280 | – | – |
| Other appraisers Shopping Centres | 3,348 | 3,231 | 3,113 |
| Internal valuation Shopping Centres | 1 | 266 | – |
| Impact of the assets valued by two appraisers Shopping Centres | (2,557) | (2,408) | (2,301) |
| Assets valued at cost and/or not appraised Shopping Centres/Offices & Others | 1,245 | 517 | 469 |
| Total Europe | 38,546 | 39,031 | 38,735 |
| Valuation including transfer taxes (€ Mn) | Dec. 31, 2024 | June 30, 2024 | Dec. 31, 2023 |
|---|---|---|---|
| Cushman & Wakefield Shopping Centres/Offices & Others | 3,040 | 5,757 | 6,150 |
| Kroll Shopping Centres | 6,636 | 3,306 | 3,014 |
| PwC Shopping Centres | – | – | 158 |
| EY Shopping Centres | 163 | – | – |
| Other appraisers Shopping Centres/Offices & Others | 250 | 253 | 243 |
| Internal valuation Offices & Others | 41 | 214 | 35 |
| Assets valued at cost and/or not appraised Shopping Centres/Offices & Others | 42 | 181 | 166 |
| Total US | 10,172 | 9,712 | 9,767 |
Services 993 1,034 1,072
Total URW 49,711 49,777 49,574
Figures may not add up due to rounding.
The value of URW’s Shopping Centre portfolio is the total value of each individual asset as determined by the Group’s appraisers, except as noted above.
The Westfield trademark is split by the regions in which the Group operates Westfield-branded shopping centres and is included within the Flagships category valuation. The airport activity and CBD asset(1) are included within Flagships in the US.
The value of URW’s Shopping Centre portfolio amounted to €43,329Mn (€42,775 Mn).
| URW Valuation as at Dec. 31, 2023 (€ Mn) | 42,775 |
|---|---|
| Like-for-like revaluation | 72 |
| Revaluation of non like-for-like assets | (876) |
| Revaluation of shares | (12) |
| Capex / Acquisitions / Transfers | 1,372 |
| Disposals | (665) |
| Constant Currency Effect | 661 |
| URW Valuation as at Dec. 31, 2024 (€ Mn) | 43,329 |
Figures may not add up due to rounding.
Based on an asset value excluding estimated transfer taxes and transaction costs, the Shopping Centre division’s Net Initial Yield ("NIY") stood at 5.4%, including 5.4% in Continental Europe, 6.3% in the UK and 5.2% in the US.
The Potential Yield including the leasing of vacant space at ERV was 5.8%, including 5.6% in Continental Europe, 7.0% in the UK and 5.8% in the US.
When compared to the NIY, this metric incorporates the filling in of the currently high level of vacancy in the UK and in the US, at 5.8% and 7.2% respectively.
| Dec. 31, 2024 | Dec. 31, 2023 | Valuation including transfer taxes (€ Mn) | Valuation excluding estimated transfer taxes |
|---|---|---|---|
| (€ Mn) | Net Initial Yield | Potential Yield | Valuation including transfer taxes (€ Mn) | Valuation excluding estimated transfer taxes (€ Mn) | Net Initial Yield | Potential Yield | ||
|---|---|---|---|---|---|---|---|---|
| France | 12,585 | 12,119 | 4.9% | 5.2% | 12,521 | 12,060 | 4.9% | 5.1% |
| Spain | 3,657 | 3,574 | 5.8% | 5.9% | 3,583 | 3,502 | 5.8% | 6.0% |
| Southern Europe | 16,242 | 15,694 | 5.1% | 5.3% | 16,104 | 15,561 | 5.1% | 5.3% |
| Central Europe | 5,345 | 5,296 | 6.1% | 6.2% | 4,954 | 4,910 | 6.3% | 6.5% |
| Austria | 2,137 | 2,126 | 5.5% | 5.8% | 2,147 | 2,137 | 5.3% | 5.6% |
| Germany | 2,552 | 2,396 | 5.8% | 6.3% | 3,196 | 3,012 | 5.9% | 6.2% |
| Central and Eastern Europe | 10,034 | 9,818 | 5.9% | 6.1% | 10,298 | 10,059 | 6.0% | 6.2% |
| Nordics | 2,543 | 2,492 | 4.9% | 5.4% | 2,564 | 2,512 | 5.1% | 5.5% |
| The Netherlands | 1,671 | 1,511 | 5.6% | 6.1% | 1,623 | 1,468 | 5.6% | 6.0% |
| Northern Europe | 4,214 | 4,003 | 5.2% | 5.6% | 4,187 | 3,980 | 5.3% | 5.7% |
| Subtotal Continental Europe | 30,490 | 29,515 | 5.4% | 5.6% | 30,589 | 29,600 | 5.4% | 5.7% |
| UK | 2,738 | 2,595 | 6.3% | 7.0% | 2,489 | 2,359 | 6.2% | 7.0% |
| Subtotal Europe | 33,229 | 32,110 | 5.4% | 5.7% | 33,078 | 31,958 | 5.4% | 5.8% |
| US | 10,100 | 9,899 | 5.2% | 5.8% | 9,697 | 9,516 | 4.9% | 5.5% |
| Total URW | 43,329 | 42,009 | 5.4% | 5.8% | 42,775 | 41,475 | 5.3% | 5.7% |
Figures may not add up due to rounding.
330
The following table shows the breakdown for the US Shopping Centre portfolio:
Category
| Dec. 31, 2024 | Dec. 31, 2023 | |||||||
| Valuation including transfer taxes (€ Mn) | Valuation excluding estimated transfer taxes (€ Mn) | Net Initial Yield | Potential Yield | Valuation including transfer taxes (€ Mn) | Valuation excluding estimated transfer taxes (€ Mn) | Net Initial Yield | Potential Yield | |
| Flagships US (incl. CBD asset) (a) | 9,669 | 9,468 | 5.0% | 5.6% | 9,185 | 9,004 | 4.6% | 5.2% |
| o/w Flagships US excl. CBD asset |
| 2024 | 2023 | Change (%) | Change (%) | |
|---|---|---|---|---|
| Total US | 10,100 | 9,899 | 5.2% | 5.8% |
| Regionals US | 432 | 432 | 9.3% | 10.7% |
| Flagships US incl. CBD asset | 8,719 | 8,546 | 5.1% | 5.6% |
| Flagships US excl. CBD asset | 8,199 | 8,052 | 4.8% | 5.3% |
Figures may not add up due to rounding.
(a) The airport activities and the Westfield trademark for the US are included in the valuation of the US Flagships for a total amount of €413 Mn as at December 31, 2024, and for a total amount of €401 Mn as at December 31, 2023. However, these activities are not part of the NIY computation.
For Flagships, excluding CBD asset, the Net Initial Yield stands at 5.1% as at December 31, 2024, vs. 4.8% as at December 31, 2023, and the Potential Yield stands at 5.6% as at December 31, 2024, vs. 5.3% as at December 31, 2023. Stabilised Yield based on NRI 2027, integrating growth potential of these assets, stands at 5.7% as at December 31, 2024, vs. 5.6% as at December 31, 2023.
The valuation including transfer taxes of the US Shopping Centre portfolio expressed in EUR increased by +4.2% over the year and decreased by -2.1% in USD, from $10,715Mn to $10,493 Mn. The increase in EUR reflects the impact of the positive currency effect between the 2 closings, with a strengthening of the USD vs. the EUR.
| Total US | Flagships US incl. CBD asset (a) | Flagships US excl. CBD asset (a) | Regionals US | |
|---|---|---|---|---|
| URW Valuation as at Dec. 31, 2023 ($ Mn) | 10,715 | 10,149 | 9,060 | 566 |
| Like-for-like revaluation | (416) | (387) | (276) | (30) |
| Revaluation of non like-for-like assets | (125) | (125) | (125) | 0 |
| Revaluation of shares | - | - | - | - |
| Capex / Acquisitions / Transfers | 413 | 407 | 399 | 6 |
| Disposals / Foreclosure | (94) | - | - | (94) |
| URW Valuation as at Dec. 31, 2024 ($ Mn) | 10,493 | 10,045 | 9,058 | 448 |
Figures may not add up due to rounding.
(a) The airport activities and the Westfield trademark for the US are included in the valuation of the US Flagships for a total amount of $429 Mn as at December 31, 2024, and for a total amount of $443 Mn as at December 31, 2023.
| Impact in € Mn | Impact in % | |
|---|---|---|
| +25 bps in NIY | (1,798) | (4.4%) |
| +25 bps in DR | (668) | (1.7%) |
| +10 bps in ECR | (475) | (1.2%) |
| -5% in appraisers' ERV | (1,571) | (3.9%) |
| -25 bps in NIY | 1,974 | 4.9% |
| -25 bps in DR | 682 | 1.7% |
| -10 bps in ECR | 493 | 1.2% |
On a like-for-like basis, the value of URW’s Shopping Centre portfolio, after accounting for works, capitalised financial expenses and eviction costs, increased by +€72Mn, i.e. +0.2%. This increase in 2024 compared to 2023 was the result of a yield impact of -1.3% and a rent impact of +1.4%.
The like-for-like change was positive in Continental Europe at +1.3% compared to 2023 and in the UK at +4.9% compared to 2023, and negative in the US at -4.3% compared to 2023.
| LfL change in € Mn | LfL change in % | LfL change – Rent impact | LfL change – Yield impact | LfL change H1-2024 in € Mn | LfL change H1-2024 in % | LfL change H2-2024 in € Mn | LfL change H2-2024 in % | ||
|---|---|---|---|---|---|---|---|---|---|
| France | 50 | 0.4% | 1.7% | (1.2%) | (19) | (0.2%) | 69 | 0.6% | |
| Spain | 68 | 2.2% | 3.6% | (1.4%) | 61 | 2.0% | 7 | 0.2% | |
| Southern Europe | 118 | 0.8% | 2.1% | (1.3%) | 42 | 0.3% | 75 | 0.5% | |
| Central Europe | 300 | 8.6% | 7.8% | 0.8% | 202 | 5.8% | 98 | 2.7% | |
| Austria | (30) | (1.4%) | (0.6%) | (0.8%) | (11) | (0.5%) | (19) | (0.9%) | |
| Germany | (83) | (4.0%) | (1.6%) | (2.4%) | (32) | (1.5%) | (52) | (2.5%) | |
| Central and Eastern Europe | 187 | 2.4% | 2.9% | (0.5%) | 159 | 2.1% | 27 | 0.3% | |
| Nordics | 10 | 0.4% | 2.0% | (1.7%) | (0) | 0.0% | 10 | 0.4% | |
| The Netherlands | 31 | 1.9% | 2.7% | (0.8%) | 8 | 0.5% | 23 | 1.4% | |
| Northern Europe | 41 | 1.0% | 2.3% | (1.3%) | 8 | 0.2% | 33 | 0.8% |
| Subtotal Continental Europe | 345 | 1.3% | 2.4% | (1.1%) | 210 | 0.8% | 136 | 0.5% |
|---|---|---|---|---|---|---|---|---|
| UK | 112 | 4.9% | 1.5% | 3.4% | 32 | 1.4% | 80 | 3.3% |
| Subtotal Europe | 457 | 1.6% | 2.3% | (0.7%) | 242 | 0.8% | 215 | 0.7% |
| US | (385) | (4.3%) | (1.3%) | (3.1%) | (370) | (4.2%) | (15) | (0.2%) |
| Total URW | 72 | 0.2% | 1.4% | (1.3%) | (128) | (0.3%) | 200 | 0.5% |
Figures may not add up due to rounding.
The 47 Flagship shopping centres represent 94% of URW’s retail exposure (excluding assets under development, the airport activities and the Westfield trademark).
| LfL change in € Mn | LfL change in % | LfL change – Rent impact | LfL change – Yield impact | |
|---|---|---|---|---|
| Flagships Continental Europe | 476 | 1.9% | 2.8% | (0.8%) |
| Flagships UK | 112 | 4.9% | 1.5% | 3.4% |
| Subtotal European Flagships | 588 | 2.2% | 2.7% | (0.5%) |
| Flagships US (excl. CBD asset) | (255) | (3.4%) | (0.3%) | (3.1%) |
| Subtotal Flagships (excl. CBD asset) | 333 | 1.0% | 2.0% | (1.1%) |
| LfL change H1-2024 in € Mn | LfL change H1-2024 in % | LfL change H2-2024 in € Mn | LfL change H2-2024 in % | |
|---|---|---|---|---|
| Flagships Continental Europe | 285 | 1.2% | 191 | 0.8% |
| Flagships UK | 32 | 1.4% | 80 | 3.3% |
| Subtotal European Flagships | 317 | 1.2% | 270 | 1.0% |
| Flagships US (excl. CBD asset) | (250) | (3.3%) | (5) | (0.1%) |
| Subtotal Flagships | 231 | 0.7% | (34) | (0.1%) |
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
The value of URW’s non like-for-like Shopping Centre portfolio (including projects, the Airport business and the Westfield trademark) decreased by -€876Mn, after accounting for works, capitalised financial expenses and eviction costs. This was mainly due to Westfield Hamburg representing 81% of the non like-for-like revaluation (see Section 4.1.3 for more details).
The Offices & Others portfolio includes the offices, the hotels (except the hotels at Porte de Versailles) and the residential projects.
The total value of URW’s Offices & Others portfolio amounted to €2,778 Mn (€3,155 Mn).
| URW Valuation as at Dec. 31, 2023 (€ Mn) | 3,155 |
|---|---|
| Like-for-like revaluation | (124) |
| Revaluation of non like-for-like assets | (438) |
| Revaluation of shares | 13 |
| Capex / Acquisitions / Transfers | 367 |
| Disposals | (223) |
| Constant Currency Effect | 27 |
| URW Valuation as at Dec. 31, 2024 (€ Mn) | 2,778 |
Figures may not add up due to rounding.
| Dec. 31, 2024 | Dec. 31, 2023 | |||
|---|---|---|---|---|
| € Mn | % | € Mn | % | |
| France | 1,642 | 59% | 1,853 | 59% |
| Other countries | 531 | 19% | 703 | 22% |
| Subtotal Continental Europe | 2,173 | 78% | 2,556 | 81% |
| UK | 533 | 19% | 529 | 17% |
| Subtotal Europe | 2,706 | 97% | 3,085 | 98% |
| US | 72 | 3% | 69 | 2% |
| Total URW | 2,778 | 100% | 3,155 | 100% |
For occupied offices and based on an asset value excluding estimated transfer taxes and transaction costs, the Offices & Others division’s NIY increased by +90 bps from 5.9% to 6.8%.
Valuation including transfer taxes (€ Mn)
| Valuation excluding estimated transfer taxes (€ Mn) | Net Initial Yield | Valuation including transfer taxes (€ Mn) | Valuation excluding estimated transfer taxes (€ Mn) | Net Initial Yield | ||
| France | 1,491 | 1,451 | 6.6% | 1,464 | 1,427 | 5.8% |
| Other countries | 143 | 139 | 6.8% | 197 | 190 | 6.4% |
| Subtotal Continental Europe | 1,634 | 1,590 | 6.7% | 1,661 | 1,618 | 5.9% |
| UK | 276 | 261 | n.m. | 67 | 64 | n.m. |
| Subtotal Europe | 1,910 | 1,852 | 6.6% | 1,729 | 1,682 | 5.9% |
| US | 19 | 18 | 23.0% | 28 | 27 | 11.5% |
| Total URW | 1,929 | 1,870 | 6.8% | 1,757 | 1,709 | 5.9% |
Figures may not add up due to rounding.
The table below shows the sensitivity on URW’s Offices & Others portfolio value (occupied and vacant spaces) for assets fully consolidated or under joint control, excluding assets under development. The percentages below are indicative of evolutions in case of various evolutions of NIY.
| Sensitivity | Impact in € Mn | Impact in % |
|---|---|---|
| +25 bps in NIY | (69) | (3.8%) |
| -25 bps in NIY | 74 | 4.1% |
The value of URW’s Offices & Others portfolio, after accounting for the impact of works and capitalised financial expenses, decreased by -€124Mn (-8.0%) on a like-for-like basis, due to a yield impact of -1.5% and a rent impact of -6.5%.
| LfL change in € Mn | LfL change in % | LfL change – Rent impact | LfL change – Yield impact | LfL change H1-2024 in € Mn | LfL change H1-2024 in % | LfL change H2-2024 in € Mn | LfL change H2-2024 in % | |
|---|---|---|---|---|---|---|---|---|
| France | (119) | (9.6%) | (8.5%) | (1.1%) | (39) | (3.2%) | (80) | (6.6%) |
| Other countries | 8 | 4.2% | 5.4% | (1.2%) | 6 | 3.2% | 2 | 0.9% |
| Subtotal Continental Europe | (110) | (7.7%) | (6.6%) | (1.1%) | (33) | (2.3%) | (78) | (5.5%) |
| UK | (1) | (1.6%) | 7.2% | (8.8%) | (3) | (4.0%) | 2 | 2.4% |
| Europe | (111) | (7.4%) | (5.9%) | (1.5%) | (35) | (2.4%) | (76) | (5.2%) |
|---|---|---|---|---|---|---|---|---|
| US | (13) | (25.7%) | (23.0%) | (2.7%) | (1) | (2.3%) | (11) | (22.7%) |
| Total URW | (124) | (8.0%) | (6.5%) | (1.5%) | (36) | (2.3%) | (87) | (5.7%) |
Figures may not add up due to rounding.
The value of URW’s non like-for-like Offices & Others portfolio decreased by -€438 Mn including 84% from Westfield Hamburg.
The valuation methodology adopted by PwC for the venues is mainly based on a discounted cash flow model ("DCF") applied to the total net income projected over the life of the concession or leasehold (net of the amounts paid for the concession or leasehold) if it exists, or otherwise over a 10-year period, with an estimate of the asset value at the end of the given time period, based either on the residual contractual value for concessions or on capitalised cash flows over the last year, including the remaining capital expenditures to be spent on Porte de Versailles (€159 Mn).
The value of URW’s Convention & Exhibition venues, including transfer taxes and transaction costs, amounted to €2,611Mn (€2,572 Mn).
| URW Valuation as at Dec. 31, 2023 (€ Mn) | 2,572 (a) |
|---|---|
| Like-for-like revaluation | (30) |
| Revaluation of non like-for-like assets | 3 |
| Revaluation of shares | (2) |
| Capex/Acquisitions/Transfers/Disposals | 67 |
| URW Valuation as at Dec. 31, 2024 (€ Mn) | 2,611 (a) |
Figures may not add up due to rounding.
(a) Excluding the Convention & Exhibition space in Carrousel du Louvre and CNIT, 100%-owned by URW, the valuation for Viparis (including Palais des Sports, Les Boutiques du Palais and the hotels at Porte de Versailles) was €2,481Mn as at December 31, 2023, and €2,510Mn as at December 31, 2024.
On a like-for-like basis, net of investments, the value of Convention & Exhibition venues decreased by -€30Mn (-1.2%) following the cancellation of a few shows.
The Services portfolio is composed of URW’s French, German, UK and US property services companies. URW’s Services portfolio is appraised annually as at each year-end to include all significant fee business activities in the portfolio at their market value for the calculation of URW’s NAV.
In URW’s Consolidated statement of financial position, intangible assets are not revalued but recognised at cost less amortisation charges and/or impairment losses booked.
The value of the Services portfolio decreased by -€112Mn (-10.5%) on a like-for-like basis, mainly impacted by revenues assumptions for German Fee Business and UK DD&C, as well as rates evolution. It was partly offset by increases of French services companies and US Property Management.
| URW Valuation as at Dec. 31, 2023 | 1,072 |
|---|---|
| Like-for-like revaluation | (112) |
| Constant Currency Effect | 33 |
| URW Valuation as at Dec. 31, 2024 | 993 |
Figures may not add up due to rounding.
The figures presented previously in the property portfolio are on a proportionate basis. The following tables also provide the IFRS GMV and the Group share level (in GMV) for URW’s assets:
| Proportionate | IFRS | Group share | ||||
|---|---|---|---|---|---|---|
| € Mn | % | € Mn | % | € Mn | % | |
| Shopping Centres | 43,329 | 87% | 41,994 | 87% | 37,519 | 89% |
| Offices & Others | 2,778 | 6% | 2,469 | 5% | 2,464 | 6% |
| Convention & Exhibition | 2,611 | 5% | 2,613 | 5% | 1,357 | 3% |
| Services | 993 | 2% | 993 | 2% | 986 | 2% |
| Total URW | 49,711 | 100% | 48,069 | 100% | 42,325 | 100% |
| € Mn | % | € Mn | % | € Mn | % | |
|---|---|---|---|---|---|---|
| Shopping Centres | 42,775 | 86% | 41,269 | 86% | 36,539 | 88% |
| Offices & Others | 3,155 | 6% | 2,881 | 6% | 2,855 | 7% |
| Convention & Exhibition | 2,572 | 5% | 2,574 | 5% | 1,333 | 3% |
| Services | 1,072 | 2% | 1,072 | 2% | 1,015 | 2% |
| Total URW | 49,574 | 100% | 47,796 | 100% | 41,742 | 100% |
| € Mn | % | € Mn | % | € Mn | % | |
|---|---|---|---|---|---|---|
| Shopping Centres | 72 | 0.2% | 288 | 0.9% | 282 | 1.1% |
| Offices & Others | (124) | (8.0%) | (119) | (7.7%) | (118) | (7.7%) |
| Convention & Exhibition | (30) | (1.2%) | (30) | (1.2%) | (10) | (0.8%) |
| Services | (112) | (10.5%) | (112) | (10.5%) | (108) | (10.2%) |
| Total URW | (194) | (0.5%) | 28 | 0.1% | 46 | 0.1% |
335
| Proportionate IFRS Group share | Rent impact % | Yield impact % | Rent impact % | Yield impact % | Rent impact % | Yield impact % |
|---|---|---|---|---|---|---|
| Shopping Centres | 1.4% | (1.3%) | 2.1% | (1.2%) | 2.2% | (1.1%) |
| Offices & Others | (6.5%) | (1.5%) | (6.3%) | (1.4%) | (6.3%) | (1.4%) |
| Dec. 31, 2024 | ||||||
| Dec. 31, 2023 | ||||||
| Dec. 31, 2024 | ||||||
| Dec. 31, 2023 | ||||||
| Dec. 31, 2024 | ||||||
| Dec. 31, 2023 |
| (a) | 5.4% | 5.3% | 5.3% | 5.3% | 5.3% | 5.3% |
|---|---|---|---|---|---|---|
| (b) | 6.8% | 5.9% | 6.7% | 5.9% | 6.7% | 5.9% |
|---|---|---|---|---|---|---|
Figures may not add up due to rounding.
(a) Shopping centres under development and shopping centres not controlled by URW are not included in the calculation.
Shopping centres held by companies accounted for using the equity method are not included in the calculation of IFRS and Group share but are included in the proportionate for the ones under joint control.
(b) Offices under development and offices not controlled by URW are not included in the calculation. Offices held by companies accounted for using the equity method are not included in the calculation of IFRS and Group share but are included in the proportionate for those in joint control.
| Asset portfolio valuation (including transfer taxes) | Total URW on a proportionate basis | 49,711 |
|---|---|---|
| (-) | Assets joint-controlled on a proportionate basis | (7,422) |
| (+) | Share investments in assets joint-controlled | 5,780 |
| Total URW under IFRS | 48,069 |
Figures may not add up due to rounding.
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
URW complies with the IFRS 13 fair value measurement and the position paper (1) on IFRS 13 established by EPRA. Considering the limited public data available, the complexity of real estate asset valuations, as well as the fact that appraisers use the non-public rent rolls of the Group’s assets in their valuations, URW believes it is appropriate to classify its assets under Level 3. In addition, unobservable inputs, including appraisers’ assumptions on growth rates, DR and ECR, are used by appraisers to determine the fair value of URW’s assets.
In addition to the disclosures provided above, the following tables provide quantitative data in order to assess the fair valuation of the Group’s assets.
All shopping centres are valued using the discounted cash flow and / or yield methodologies using compound annual growth rates as determined by the appraisers.
| Country | Net Initial Yield | Rent in € per sqm (a) | Discount Rate (b) | Exit Capitalisation Rate (c) | CAGR of NRI (d) |
|---|---|---|---|---|---|
| France | Max. 7.7% | 1,004 | 10.5% | 8.5% | 19.3% |
| Min. 4.3% | 158 | 6.7% | 4.8% | 3.9% | |
| Weighted average 4.9% | 645 | 6.9% | 5.0% | 5.2% | |
| Spain | Max. 6.8% | 618 | 9.5% | 6.5% | 3.4% |
| Min. 5.3% | 341 | 7.9% | 5.4% | 2.6% | |
| Weighted average 5.8% | 454 | 8.3% | 5.8% | 3.1% | |
| Central Europe | Max. 8.9% | 752 | 10.0% | 9.6% | 2.6% |
| Min. 5.8% | 159 | 7.4% | 5.6% | 0.8% | |
| Weighted average 6.1% | 486 | 7.9% | 5.9% | 2.0% | |
| Austria | Max. 5.7% | 439 | 7.1% | 5.1% | 2.9% |
| Min. 5.4% | 341 | 7.0% | 5.1% | 2.8% | |
| Weighted average 5.5% | 387 | 7.1% | 5.1% | 2.8% | |
| Germany | Max. 8.7% | 355 | 10.6% | 8.5% | 6.1% |
| Min. 4.7% | 169 | 6.6% | 5.0% | 1.5% | |
| Weighted average 5.8% | 279 | 7.4% | 5.6% | 3.5% | |
| Nordics | Max. 6.0% | 456 | 8.0% | 6.0% | 5.5% |
| Min. | Max. | Weighted average | |
|---|---|---|---|
| The Netherlands | 4.6% | 9.1% | 4.9% |
| 273 | 405 | 377 | |
| 6.9% | 8.5% | 7.2% | |
| 5.0% | 7.3% | 5.3% | |
| 3.1% | 4.3% | 3.8% | |
| UK | 5.0% | 6.6% | 5.6% |
| 293 | 695 | 374 | |
| 6.5% | 10.6% | 6.8% | |
| 5.0% | 9.8% | 5.4% | |
| 2.6% | 9.4% | 3.6% | |
| US | 3.8% | 12.5% | 5.2% |
| 46 | 1,722 | 803 | |
| 7.4% | 13.0% | 7.5% | |
| 6.5% | 12.0% | 5.7% | |
| 1.8% | 8.8% | 4.5% |
NIY, DR and ECR weighted by GMV. Vacant assets, assets considered at bid value, assets under restructuring and minor assets are not included in Min and Max calculation. Assets under development or not controlled by URW, the Westfield trademark and the airport activities are not included in this table.
(a) Average annual rent (MGR + SBR) per asset per sqm.
(b) Rate used to calculate the net present value of future cash flows.
(c) Rate used to capitalise the exit rent to determine the exit value of an asset.
(d) CAGR of NRI determined by the appraiser (duration of the DCF model used either 6 or 10 years).
For the US, the split between Flagships and Regionals was as follows:
| Net Initial Yield | Rent in € per sqm (a) | Discount Rate (b) | Exit Capitalisation Rate (c) | CAGR of NRI (d) | ||
|---|---|---|---|---|---|---|
| US Flagships incl. CBD asset | Max. 7.5% | 1,722 | 8.0% | 7.5% | 8.8% | |
| Min. 3.9% | 385 | 7.0% | 5.0% | 2.2% | ||
| Weighted average | 5.0% | 872 | 7.3% | 5.5% | 4.5% | |
| US Regionals | Max. 12.5% | 590 | 13.0% | 12.0% | 5.2% | |
| Min. 6.8% | 362 | 10.0% | 8.0% | 3.0% | ||
| Weighted average | 9.3% | 450 | 11.1% | 9.5% | 3.7% |
NIY, DR and ECR weighted by GMV. Vacant assets, assets considered at bid value, assets under restructuring and minor assets are not included in Min and Max calculation. Assets under development or not controlled by URW, the Westfield trademark and the airport activities are not included in this table.
(a) Average annual rent (MGR + SBR) per asset per sqm.
(b) Rate used to calculate the net present value of future cash flows.
(c) Rate used to capitalise the exit rent to determine the exit value of an asset.
(d) CAGR of NRI determined by the appraiser (10 years).
The Exit Capitalisation Rate (1) used by appraisers in December 2024 valuations increased by c. +10 bps on average compared to the ones in December 2023 valuations, including:
(1) used by appraisers in December 2024 valuations remained stable on average compared to the ones in December 2023 valuations, including:
Appraisers assumed in their valuations a 10-year NRI CAGR of 3.8% from 2024 (in line with NRI growth assumptions of December 31, 2023 valuations), supported by the strong operating performance seen in 2024. It includes a CAGR of indexation of 2.1% in Continental Europe and a fixed escalation of MGR and CAM of 3.0% in the US.
| CAGR of NRI determined by the appraisers in the DCF | CAGR of NRI – Starting from Dec. 31, 2023 | Valuations as at Dec. 31, 2024 | Valuations as at Dec. 31, 2023 |
|---|---|---|---|
| France | 5.2% | 4.8% | 5.2% |
| Spain | 3.1% | 3.4% | 3.3% |
| Central Europe | 2.0% | 2.5% | 2.0% |
| Austria | 2.8% | 3.2% | 3.7% |
| Germany | 3.5% | 3.1% | 3.3% |
| Nordics | 3.8% | 3.4% | 3.6% |
| The Netherlands | 3.6% | 3.1% | 2.9% |
| Continental Europe | 3.8% | 3.7% | 3.8% |
| UK | 2.5% | 3.2% | 2.6% |
| Europe | 3.6% | 3.6% | 3.7% |
| US Flagships incl. CBD asset | 4.5% | 4.9% | 5.0% |
| US Regionals | 3.7% | 4.3% | 2.9% |
| Average URW | 3.8% | 3.9% | 3.9% |
The NRI of the exit year used by appraisers in December 2024 valuations increased in Continental Europe (+3.2%) and in the UK (+2.3%) and was overall stable in the US for Flagships assets excluding CBD asset (-0.5% for total US portfolio) compared to those reflected in December 2023 valuations.
(1) Restated from 2024 disposals.
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(1) are calculated by adjusting the equity attributable to the holders of the Stapled Shares, as shown in the Consolidated statement of financial position (under IFRS), for the items as described below. These apply differently to each metric.
As at December 31, 2024, the Equity attributable to the holders of the Stapled Shares (which excludes both the Hybrid securities and the External non-controlling interests) came to €15,850Mn.
The Equity attributable to the holders of the Stapled Shares incorporated the net recurring profit in the period of €1,472Mn and the net negative impact in the period of -€1,326 Mn as a result of negative valuation movements.
Dilution from securities giving access to share capital as at December 31, 2024, was computed for those instruments which were “in the money” and having fulfilled the performance conditions.
In accordance with IFRS, financial instruments were recorded on URW’s statement of financial position at their fair value with the impact of the change in fair value included in the income statement and thus in the equity attributable to the holders of the Stapled Shares.
The exercise of “in the money” stock options and performance shares with the performance conditions fulfilled as at December 31, 2024, as well as the retention shares would have led to a rise in the number of shares by +3,509,803. The dilution of the exercise of “in the money” stock options generate an increase of +€134 Mn on the equity attributable to the holders of the Stapled Shares.
As at December 31, 2024, the fully diluted number of shares taken into account for the EPRA measures calculations was 146,139,350.
No adjustment was made for the purpose of the EPRA NRV, EPRA NTA and EPRA NDV calculation.
In the Group’s IFRS consolidated accounts, deferred tax on property assets was calculated in accordance with accounting standards as at December 31, 2024.
As a result, and consistent with the EPRA methodology, for the purpose of the EPRA NRV calculation, deferred taxes (€1,958Mn) were added back for the calculation of EPRA NRV, and for the calculation of the EPRA NTA. For the EPRA NTA calculation, -€979 Mn of effective deferred taxes were then deducted. The EPRA NDV was not adjusted.
The fair value adjustment of financial instruments recorded in the IFRS consolidated statement of financial position was added back by URW for the EPRA NRV and EPRA NTA calculation for a total amount of €374Mn (excluding exchange rate hedging) and remained at the IFRS value for the EPRA NDV.
Fair value movements of foreign currency hedging instruments (fair value hedges or net investment hedges) recorded in the balance sheet and associated with foreign exchange retranslation remains in all 3 NAV metrics (NRV, NTA and NDV) to offset the movement in the underlying investment being hedged.
Goodwill booked on the balance sheet as a result of deferred taxes of -€175Mn as at December 31, 2024, was excluded from the EPRA NRV, EPRA NTA and EPRA NDV.
Goodwill booked on the balance sheet (which is mainly related to the Westfield acquisition) of -€631Mn was deducted from the EPRA NTA and EPRA NDV (net of the Goodwill resulting from deferred taxes already deducted).
Intangible assets of -€792Mn have been deducted from the EPRA NTA.
The value of the fixed rate debt on the balance sheet of the Group is equal to the nominal value of the UR debt and the fair value of the Westfield debt at the accounting combination date (May 31, 2018). Taking fixed rate debt at its fair value would have a positive impact of +€1,910 Mn as at December 31, 2024. This impact was taken into account in the EPRA NDV calculation.
When the fair value of an intangible asset can reliably be determined and is not already included within goodwill or otherwise recorded on the balance sheet, it is added to the EPRA NRV. The basis of valuation is disclosed. URW uses an external valuer at least annually to determine the valuation of such intangible assets and discloses the name of the firms undertaking the valuations. Care is taken that no double counting takes place with the Goodwill on the balance sheet.
The appraisal of property services companies in France, the US, the UK and Germany, the airport activities (excluding LAX and Chicago), the Westfield trademark and of the operations (fonds de commerce) of Viparis Porte de Versailles, Paris Nord Villepinte, Palais des Congrès de Paris and Palais des Congrès d’Issy-les-Moulineaux, meet the criteria of this adjustment and have been so valued. This gave rise to an unrealised capital gain of +€1,024 Mn, which was added only for the purpose of the EPRA NRV calculation.
(1) Refer to the EPRA website for more detail: EPRA BPR Guidelines 241019.
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
As at December 31, 2024, the transfer taxes and costs deducted from asset values in the statement of financial position (in accordance with IFRS) amounted to €1,855Mn. This amount is taken into account in the EPRA NDV. For the purpose of the EPRA NRV calculation, this amount was added back.
URW’s EPRA NRV stood at €21,020Mn or €143.80 per share (fully diluted) as at December 31, 2024. The EPRA NRV per share decreased by -€2.90 (or -2.0%) compared to December 31, 2023.
The decrease of -€2.90 compared to December 31, 2023 was the sum of: (i) -€1.78 per share of changes due to NAV adjustments, including mainly the impacts of fair value of financial instruments adjustment, of change in the number of fully diluted Stapled shares (includes the impact of the issuance of URW shares against the acquisition from CPP Investments of a 38.9% stake in URW Germany), and of intangible assets offset by the impact of potential issuance of stock options and number of shares, of deferred taxes on Balance sheet and of real estate transfer tax; and (ii) -€1.12 per share of changes in Equity attributable to the holders of the Stapled Shares including mainly the Revaluation of Investment Properties and the distribution (-€2.50), offset by the Recurring Net Result.
URW’s EPRA NTA stood at €16,225Mn or €111.00 per share (fully diluted) as at December 31, 2024. The EPRA NTA per share decreased by -€1.30 (or -1.2%) compared to December 31, 2023.
The decrease of -€1.30 compared to December 31, 2023 was the sum of: (i) -€1.12 per share of changes in Equity attributable to the holders of the Stapled Shares including mainly the Revaluation of Investment Properties and the distribution (-€2.50) offset by the Recurring Net Result; and (ii) -€0.18 per share of changes due to NAV adjustments, including the impact of fair value of financial instruments adjustment offset by the impacts of potential issuance of stock options and number of shares, of deferred taxes on Balance sheet, of impairment or changes in goodwill as per the IFRS balance sheet and of real estate transfer tax.
URW’s EPRA NDV stood at €17,088 Mn or €116.90 per share (fully diluted) as at December 31, 2024. The EPRA NDV per share decreased by -€5.00 (or -4.1%) compared to December 31, 2023.
The decrease of -€5.00 compared to December 31, 2023 was the sum of: (i) -€3.88 per share of changes due to NAV adjustments corresponding to the impact of fair value adjustment of fixed interest rate debt and of change in the number of fully diluted Stapled Shares (including the impact of the issuance of URW shares against the acquisition from CPP Investments of a 38.9% stake in URW Germany) offset by the impact of potential issuance of stock options and number of shares; and (ii) -€1.12 per share of changes in Equity attributable to the holders of the Stapled Shares including mainly the Revaluation of Investment Properties and the distribution (-€2.50), offset by the Recurring Net Result.
See details in table “Evolution of EPRA NRV, EPRA NTA and EPRA NDV – per share (fully diluted)” in Section 4.1.4.3.
4.
(€ Mn)
| Dec. 31, 2024 | EPRA NRV | EPRA NTA | EPRA NDV | |||
| Equity attributable to the holders of the Stapled Shares (IFRS) | 15,850 | 15,850 | 15,850 | |||
| Include/Exclude*: | ||||||
| i) Hybrid instruments/Effect of exercise of Stock Options | 134 | 134 | 134 | |||
| Diluted NAV | 15,984 | 15,984 | 15,984 | |||
| Include*: | ||||||
| ii.a) Revaluation of IP (if IAS 40 cost option is used) | 0 | 0 | 0 | |||
| ii.b) Revaluation of IPUC (a) (if IAS 40 cost option is used) | 0 | 0 | 0 | |||
| ii.c) Revaluation of other non-current investments (b) | 0 | 0 | 0 | |||
| iii) Revaluation of tenant leases held as finance leases (c) | 0 | 0 | 0 | |||
| iv) Revaluation of trading properties (d) | 0 | 0 | 0 | |||
| Diluted NAV at Fair Value | 15,984 | 15,984 | 15,984 | |||
| Exclude*: | ||||||
| v) Deferred tax in relation to fair value gains of IP (e) detailed below: | ||||||
| v.a) Reversal of deferred taxes on balance sheet | 1,958 | 1,958 | - | |||
| v.b) Effective deferred taxes on capital gains | - | (979) | - | |||
| vi) Fair value of financial instruments | 374 | 374 | - | |||
| vii) Goodwill as a result of deferred tax | (175) | (175) | (175) | |||
| viii.a) Goodwill as per the IFRS balance sheet (net of vii)) | - | (631) | (631) | |||
| viii.b) Intangibles as per the IFRS balance sheet | - | (792) | - | |||
| Include*: | ||||||
| ix) Fair value of fixed interest rate debt | - | - | 1,910 | |||
| x) Revaluation of intangibles to fair value | 1,024 | - | - | |||
| xi) Real estate transfer tax (f) | 1,855 | 485 | - | |||
| NAV | 21,020 | 16,225 | 17,088 | |||
| Fully diluted number of shares | 146,139,350 | 146,139,350 | 146,139,350 | |||
| NAV per share | €143.80 | €111.00 | €116.90 |
Figures may not add up due to rounding.
(a) Difference between development property held on the balance sheet at cost and the fair value of that development property.
(b) Revaluation of intangibles are presented under adjustment (x). Revaluation of Intangibles to fair value is not under this line item.
(c) Difference between finance lease receivables held on the balance sheet at amortised cost and the fair value of those finance lease receivables.
(d) Difference between trading properties held on the balance sheet at cost (IAS 2) and the fair value of those trading properties.
(e) Deferred tax adjustment for NTA calculated in line with the EPRA guidelines.
(f) Real estate transfer taxes were adjusted in accordance with the EPRA guidelines.
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| (€ Mn) | Dec. 31, 2023 | EPRA NRV | EPRA NTA | EPRA NDV | ||
|---|---|---|---|---|---|---|
| Equity attributable to the holders of the Stapled Shares (IFRS) | 15,386 | 15,386 | 15,386 | |||
| Include/Exclude*: | ||||||
| i) Hybrid instruments/Effect of exercise of stock options | 26 | 26 | 26 | |||
| Diluted NAV | 15,412 | 15,412 | 15,412 | |||
| Include*: | ||||||
| ii.a) Revaluation of IP (if IAS 40 cost option is used) | 0 | 0 | 0 | |||
| ii.b) Revaluation of IPUC (a) (if IAS 40 cost option is used) | 0 | 0 | 0 | |||
| ii.c) Revaluation of other non-current investments (b) | 0 | 0 | 0 | |||
| iii) Revaluation of tenant leases held as finance leases (c) | 0 | 0 | 0 | |||
| iv) Revaluation of trading properties (d) | 0 | 0 | 0 | |||
| Diluted NAV at Fair Value | 15,412 | 15,412 | 15,412 | |||
| Exclude*: | ||||||
| v) Deferred tax in relation to fair value gains of IP (e) detailed below: | ||||||
| v.a) Reversal of deferred taxes on balance sheet | 1,851 | 1,851 | - | |||
| v.b) Effective deferred taxes on capital gains | - | (925) | - | |||
| vi) Fair value of financial instruments | 614 | 614 | - | |||
| vii) Goodwill as a result of deferred tax | (175) | (175) | (175) | |||
| viii.a) Goodwill as per the IFRS balance sheet (net of vii)) | - | (670) | (670) | |||
| viii.b) Intangibles as per the IFRS balance sheet | - | (783) | - | |||
| Include*: | ||||||
| ix) Fair value of fixed interest rate debt | - | - | 2,549 | |||
| x) Revaluation of intangibles to fair value | 1,097 | - | - | |||
| xi) Real estate transfer tax (f) | 1,795 | 450 | - | |||
| NAV | 20,594 | 15,773 | 17,116 | |||
| Fully diluted number of shares | 140,408,752 | 140,408,752 | 140,408,752 | |||
| NAV per share | €146.70 | €112.30 | €121.90 |
Figures may not add up due to rounding.
(a) Difference between development property held on the balance sheet at cost and the fair value of that development property.
(b) Revaluation of intangibles are presented under adjustment (x). Revaluation of Intangibles to fair value is not under this line item.
(c) Difference between finance lease receivables held on the balance sheet at amortised cost and the fair value of those finance lease receivables.
(d) Difference between trading properties held on the balance sheet at cost (IAS 2) and the fair value of those trading properties.
(e) Deferred tax adjustment for NTA calculated in line with the EPRA guidelines.
(f) Real estate transfer taxes were adjusted in accordance with the EPRA guidelines.
“Include” indicates that an asset (whether on or off balance sheet) should be added to the shareholders’ equity, whereas a liability should be deducted.
“Exclude” indicates that an asset (part of the balance sheet) is reversed, whereas a liability (part of the balance sheet) is added back.
(€ Mn)
| EPRA NRV | Dec. 31, 2024 | June 30, 2024 | Dec. 31, 2023 | |||
| Equity attributable to the holders of the Stapled Shares (IFRS) | 15,850 | 15,239 | 15,386 | |||
| Include/Exclude*: | i) Hybrid instruments/Effect of exercise of Stock Options | 134 | 157 | 26 | ||
| Diluted NAV | 15,984 | 15,397 | 15,412 | |||
| Include*: | ii.a) Revaluation of IP (if IAS 40 cost option is used) | 0 | 0 | 0 | ||
| ii.b) Revaluation of IPUC (a) (if IAS 40 cost option is used) | 0 | 0 | 0 | |||
| ii.c) Revaluation of other non-current investments (b) | 0 | 0 | 0 | |||
| iii) Revaluation of tenant leases held as finance leases (c) | 0 | 0 | 0 | |||
| iv) Revaluation of trading properties (d) | 0 | 0 | 0 | |||
| Diluted NAV at Fair Value | 15,984 | 15,397 | 15,412 | |||
| Exclude*: | v) Deferred tax in relation to fair value gains of IP (e) detailed below: | |||||
| v.a) Reversal of deferred taxes on balance sheet | 1,958 | 1,896 | 1,851 | |||
| v.b) Effective deferred taxes on capital gains | – | – | – | |||
| vi) Fair value of financial instruments | 374 | 449 | 614 | |||
| vii) Goodwill as a result of deferred tax | (175) | (177) | (177) | |||
| viii.a) Goodwill as per the IFRS balance sheet (net of vii)) | – | – | – | |||
| viii.b) Intangibles as per the IFRS balance sheet | – | – | – | |||
| Include*: | ix) Fair value of fixed interest rate debt | – | – | – | ||
| x) Revaluation of intangibles to fair value | 1,024 | 1,079 | 1,097 | |||
| xi) Real estate transfer tax (f) | 1,855 | 1,804 | 1,795 | |||
| EPRA NRV | 21,020 | 20,449 | 20,594 | |||
| Fully diluted number of shares | 146,139,350 | 143,482,316 | 140,408,752 | |||
| EPRA NRV per share | €143.80 | €142.50 | €146.70 | |||
| % of change over six months | 0.9% | (2.9%) | (2.7%) | |||
| % of change over one year | (2.0%) | (5.4%) | (5.8%) |
Figures may not add up due to rounding.
(a) Difference between development property held on the balance sheet at cost and the fair value of that development property.
(c) Difference between finance lease receivables held on the balance sheet at amortised cost and the fair value of those finance lease receivables.
(d) Difference between trading properties held on the balance sheet at cost (IAS 2) and the fair value of those trading properties.
(e) Deferred tax adjustment for NTA calculated in line with the EPRA guidelines.
(f) Real estate transfer taxes were adjusted in accordance with the EPRA guidelines.
| As at Dec. 31, 2023, per share | €146.70 | €112.30 | €121.90 |
|---|---|---|---|
| Recurring Net Result | 10.56 | ||
| Revaluation of Investment Properties | (9.20) | ||
| Shopping Centres | (4.88) | ||
| Offices & Others | (4.20) | ||
| Convention & Exhibition | (0.12) | ||
| Depreciation or impairment of intangibles | (0.01) | (0.01) | (0.01) |
| Impairment of goodwill | (0.15) | (0.15) | (0.15) |
| Capital gain on disposals | (0.00) | (0.00) | (0.00) |
| Subtotal revaluations, impairments and capital gain on disposals | (9.36) | ||
| Mark-to-market of debt and financial instruments | 0.46 | ||
| Taxes on non-recurring result | (0.10) | (0.10) | (0.10) |
| Other non-recurring result | (0.08) | (0.08) | (0.08) |
| Subtotal non-recurring financial expenses, taxes and other | 0.28 | ||
| Distribution | (2.50) | (2.50) | (2.50) |
| Other changes in Equity attributable to the holders of the Stapled Shares | (0.10) | (0.10) | (0.10) |
| Total changes in Equity attributable to the holders of the Stapled Shares | (1.12) | ||
| Impact of potential issuance of Stock Options and number of shares | 0.74 | ||
| Revaluation of Investment Properties (operating assets) | – | ||
| Impact of deferred taxes on balance sheet and effective deferred taxes | 0.74 | 0.37 | – |
| Impact of fair value of financial instruments adjustment | (1.64) | (1.64) | – |
| Impact of impairment or changes in goodwill as per the IFRS balance sheet | (0.00) | 0.27 | 0.27 |
| Impact of real estate transfer tax | 0.41 | 0.24 | – |
| Impact from intangible assets | (0.50) | (0.06) | – |
| Impact of fair value adjustment of fixed interest rate debt | – | ||
| Impact of change in the number of fully diluted Stapled Shares | (1.52) | (0.09) | (0.51) |
| Total changes due to NAV adjustments | (1.78) | (0.18) | (3.88) |
| As at Dec. 31, 2024, per share (fully diluted) | €143.80 | €111.00 | €116.90 |
Figures may not add up due to rounding.
(a) Revaluation of property assets is -€0.45 per share on a like-for-like basis, of which -€4.0 due to the yield effect and +€3.5 due to the rent effect.
In 2024, decreasing inflation led central banks to begin cutting rates. In parallel, market volatility increased, in the second half of the year, driven by political uncertainty and ambivalence of the upcoming economic policy in the US.
and an order book of more than €5.2 Bn at peak. Overall, in 2024, URW raised €4.7 Bn of fully consolidated medium- to long-term funds in the bond, mortgage and bank markets (including credit facilities renewals).
As at December 31, 2024, the Group’s liquidity position stood at €13.9 Bn (€14.0 Bn on a proportionate basis) including €5.3Bn of cash on hand (€5.4 Bn on a proportionate basis) and €8.6 Bn of credit facilities. It improved compared to 2023 liquidity position that stood at €13.6 Bn including €5.5 Bn of cash on hand and €8.1 Bn of credit facilities.
The average cost of debt for the period was 2.0% (1.8%), representing the blended average cost of 1.4% for Euro denominated debt and 4.6% for USD and GBP denominated debt.
In addition, as part of the acquisition from CPP Investments of an additional 38.9% stake in URW Germany, the Group issued 3.254Mn URW Stapled Shares reinforcing its shareholders’ equity and improving its EPRA LTV.
The Group’s net debt is broadly stable year-on-year at €20,047 Mn (€19,967 Mn) on an IFRS basis and €21,302 Mn (€21,378 Mn) on a proportionate basis, primarily as a result of:
Partly offset by:
disposal of Westfield Forum des Halles and Trinity tower, the Group’s net debt would decrease by an additional €0.6 Bn. These disposals are described in the Section 4.1.2 Investments and Divestments.
The medium- to long-term corporate debt
(11) issued by the various URW entities is cross-guaranteed.
No loans are subject to prepayment clauses linked to the Group’s credit ratings
(12).
(1) As the Group’s financial covenants are calculated in accordance with IFRS, unless otherwise indicated, the financial information in this section is presented in accordance with IFRS. The Group also provides such information on a proportionate basis (see comparative table in Section 4.1.5.4). For definitions, refer to the Glossary. Unless otherwise indicated, comparisons to ratios, debt outstanding, average cost of debt, the amount of undrawn credit lines and cash on hand relate to December 31, 2023.
(2) Net financial debt (or “net debt”) as shown on the Group’s balance sheet, after the impact of derivative instruments on debt raised in foreign currencies / total assets, including transfer taxes (43.4% excluding transfer taxes).
(3) Excluding €720 Mn of goodwill not justified by fee business as per the Group’s European bank debt leverage covenants (€763Mn on a proportionate basis).
(4) Proforma for the receipt of the proceeds from the secured partial disposals of Westfield Forum des Halles and Trinity tower.
(5) On last 12-month basis.
(6) For more details, see Section 4.1.2 Investments and Divestments.
(7) Hybrid securities are accounted for as equity. The hybrid securities are deeply subordinated perpetual instruments with a coupon deferral option and are required to be classified as equity under IFRS. Details on the outstanding hybrid securities are available at: https://www.urw.com/en/investors/financing-activity/bond-issues
(8) After impact of derivative instruments on debt raised in foreign currencies. Excluding financial leases accounted as debt under IFRS 16 and partners’ current account.
(9) The sum of: (i) IFRS debt, and (ii) the Group’s share of debt at joint ventures in joint control accounted for using the equity method under IFRS, most of which is secured by assets held in joint ventures.
(10) Based on the following exchange rates as at December 31, 2024: EUR/USD 1.0389 and EUR/GBP 0.82918 vs. exchange rates as at December 31, 2023: EUR/USD 1.105 and EUR/GBP 0.86905.
(11) Corresponds to unsecured debt issued by the Group, i.e. bonds (EMTN, Rule 144A and Reg S Bonds), bank debt (term loans and drawn credit facilities).
(12) Barring exceptional circumstances (change of control).
| IFRS DEBT | PROPORTIONATE DEBT | |
|---|---|---|
| ETM & Bonds | €25,336 Mn | €26,743 Mn |
| Mortgages | €431 Mn | €3,992 Mn |
| Bank loans and overdraft | €2,584 Mn | €4,363 Mn |
| €22,321 Mn | €20,008 Mn | |
| 88% | 79% |
| IFRS DEBT | PROPORTIONATE DEBT | |
|---|---|---|
| EUR | €25,336 Mn | €26,743 Mn |
| GBD | €965 Mn | €1,417 Mn |
| USD | €4,363 Mn | €4,850 Mn |
| €20,008 Mn | €20,475 Mn | |
| 79% | 77% |
(1) Figures may not add up due to rounding.
On September 4, 2024, the Group secured additional liquidity through the successful issuance of a dual-tranche green bond of €1.3Bn, with an average maturity of 7.5 years and an average coupon of 3.688%, comprising:
These conditions improved compared to the €750 Mn 7Y green bond issued end of 2023 with a 4.125% coupon.
The bond received strong demand from investors, achieving an oversubscription of 4 times and an order book of more than €5.2 Bn at its peak, reflecting investors’ appetite for URW’s credit.
The bonds’ proceeds are used to (re)finance Eligible Green Assets in accordance with the Group’s 2022 Green Financing Framework(1). This framework aligns with the Group’s sustainability strategy and its Better Places roadmap(2), aiming to create positive environmental and social impacts.
In 2024, the Group signed €2.7 Bn sustainability-linked credit facilities with an average maturity of 4.9 years. Concurrently, the Group repaid €500 Mn short-term loans put in place since the COVID period with a remaining maturity of 2.6 years.
Furthermore, the Group extended, by 1 year the maturity of €946 Mn existing European credit facilities under sustainability-linked format. No short-term paper was issued in 2024 in view of the Group’s high liquidity position.
During H1-2024, the Group refinanced €150 Mn maturing mortgage debt on Pasing Arcaden (Germany) at a spread of Mid swap +110bps and a 5-year maturity. This non-recourse mortgage debt has been repaid in H2-2024 following the disposal of the asset in November 2024.
On July 22, the Group signed a 2-year extension of $350 Mn existing CMBS on Westfield Montgomery (US) at a fixed rate of 3.766%. This non-recourse mortgage debt is fully consolidated in URW’s accounts following the acquisition of the remaining 50% stake from the JV partner in early July.
Černý Most (Czech Republic), the JV holding the asset signed in December an up to €268 Mn 5-year non-recourse green mortgage loan, that will be partly used to finance the ongoing shopping centre extension. This was the largest syndicated commercial real estate loan in the Czech market since 2023. The drawn debt is fully consolidated in URW’s accounts.
The average maturity of the Group’s debt, considering the undrawn credit lines (3) and cash on hand stood at 7.3 years and at 5.7 years without taking into account the undrawn credit lines and cash on hand.
| Less than 1 year | 1–2 years | 2–3 years | 3–4 years | 4–5 years | More than 5 years | ||
|---|---|---|---|---|---|---|---|
| € Bn | 0 | 2 | 4 | 6 | 8 | 10 | 12 |
| 56% | 43% | 31% | 12% | 13% | 13% | ||
| 0% | 14% | 0% | 6% | 0% | 12% |
(1) The 2022 Green Financing Framework is available under: link
(2) The Better Places roadmap is available under: link
(3) Subject to covenants.
Overall, URW’s debt repayment needs for the next 12 months are fully covered by the cash on hand as shown in the table below:
| Debt repayment needs over next 12 months | IFRS | Proportionate |
|---|---|---|
| Bonds | €3,016 Mn | €3,016 Mn |
| Bank loans, Mortgage & overdraft | €22 Mn | €189 Mn |
| Total | €3,038 Mn | €3,206 Mn |
Cash on hand
€5,289 Mn
€5,440 Mn
Figures may not add up due to rounding.
In addition, as at December 31, 2024:
The Group’s liquidity (including cash on hand and undrawn credit facilities) covers its debt maturities for more than the next 36 months.
The average cost of debt as at December 31, 2024, was 2.0% (1.8%), representing the blended average cost of 1.4% for EUR denominated debt and 4.6% for USD and GBP denominated debt.
The Group’s cost of debt slightly increased over 2024 due to a higher marginal cost of funding from debt raised in 2023 and 2024, partly compensated by the remuneration on the Group’s increased cash position in 2024 and hedges in place.
URW has a solicited rating from both Standard & Poor’s ("S&P") and Moody’s. In 2024:
the “Baa2” long-term rating of the Group with “stable” outlook. The agencies’ latest rating confirmations included the impact of the overruns associated with the Westfield Hamburg project. On January 14, 2025, S&P published a bulletin indicating that the Group’s disposals progress will support its credit metrics.
Market risks can generate losses resulting from fluctuations in interest rates, exchange rates, raw material prices and share prices. URW’s risk mainly relates to (i) interest rate fluctuations on the debt it has taken out to finance its investments and maintain the cash position it requires and (ii) exchange rate fluctuations due to the Group’s activities in countries outside the Eurozone, in particular in the US and the UK.
Over 2024, the Group continued to adjust its hedging position in view of market conditions, its current disposal and investment plans, its existing hedging programme and debt (2) as well as the debt the Group expects to raise in the coming years. The Group’s net interest rate position (3) is fully hedged for 2025, 2026 and 2027.
(€ BN – AS AT DECEMBER 31, 2024)
(a) Including a total of €1,845 Mn hybrid instruments.
(1) Subject to covenants.
(2) On a proportionate basis.
(3) The hedging instruments are used to hedge (i) the variable rate debt and (ii) the fixed rate debt immediately converted into variable rate debt, through the Group’s macro hedging.
| Proportionate Gross Debt (a) | €28.6 Bn |
|---|---|
| Proportionate Net Debt | €21.3 Bn |
€0 Bn
€5 Bn
€10 Bn
€15 Bn
€20 Bn
€25 Bn
€30 Bn
€35 Bn
2025 2026 2027 2028 2029
Debt kept at fixed rate Macro hedges (swaps & caps) Optional
348
Over 2024, short-term interest rates across currencies moved by: -120 bps for 3M Euribor, -102 bps for 3M SOFR and -58 bps for 3M Sonia.
Based on the Group’s budgeted debt in 2025, if interest rates (1) (Euribor, SOFR, Sonia) were to increase/decrease, the Group’s recurring result in 2025 would be impacted by:
| Euros | USD | GBP | Total eq. EUR | |
|---|---|---|---|---|
| -50 bps interest rate | €0.0 Mn | +$4.7 Mn | £0.0 Mn | +€4.5 Mn |
| -25 bps interest rate | €0.0 Mn | +$2.3 Mn | £0.0 Mn | +€2.3 Mn |
| +25 bps interest rate | +€11.1 Mn | ($2.3 Mn) | £0.0 Mn | +€8.9 Mn |
| +50 bps interest rate | +€23.2 Mn | ($4.7 Mn) | £0.0 Mn | +€18.7 Mn |
As shown in the table above, the impact of a rate increase on the recurring financial expenses would be positive as the hedging instruments in place in 2025 are expected to be above budgeted debt.
The Group is active in countries outside the Eurozone. When converted into euros, the income and value of the Group’s investments may be impacted by fluctuations in exchange rates against the euro. The Group’s policy objective is to apply a broadly consistent LTV (2) by currency, allowing it to match part of the foreign currency asset value and income with debt and financial expenses in the same currency, thus reducing the exchange rate effects on the Group’s balance sheet and earnings. Foreign exchange risk can be hedged by either matching investments in a specific currency with debt in the same currency or using derivatives to achieve the same risk management goal.
| Euros | (a) | USD | GBP | Total eq. EUR | |
|---|---|---|---|---|---|
| Assets | (b) | 35,107 | 10,214 | 2,596 | 48,069 |
| Net Financial Debt | 16,149 | 3,232 | 653 | 20,047 | |
| IFRS LTV | 46.0% | 31.6% | 25.2% | 41.7% |
(a) Including SEK.
(b) Including transfer taxes and excluding €720 Mn of goodwill not justified by fee business.
| (a) | USD | GBP | Total eq. | EUR | |
|---|---|---|---|---|---|
| (b) | 35,677 | 10,806 | 3,011 | 49,711 | |
| Net Financial Debt | 16,549 | 3,690 | 996 | 21,302 | |
| Proportionate LTV | (c) | 46.4% | 34.1% | 33.1% | 42.9% |
(a) Including SEK.
(b) Including transfer taxes and excluding €763 Mn of goodwill not justified by fee business.
(c) 44.8% excluding transfer taxes.
The Group’s FX main exposures are in USD, GBP and SEK. A change of 10% of EUR/USD, EUR/GBP or EUR/SEK (i.e. a +10% increase of EUR against the USD, GBP or SEK in 2025) would have an impact on shareholders’ equity and on the recurring net result as follows:
| € Mn | Impact on Shareholder's Equity | Recurring Net Result |
|---|---|---|
| +10% in EUR/USD | (432.5) | (27.9) |
| +10% in EUR/GBP | (152.4) | (15.8) |
| +10% in EUR/SEK | (174.2) | (8.1) |
The impact on the recurring net result would be partly offset by the FX hedging that the Group has put in place against EUR/USD, EUR/GBP, EUR/SEK fluctuations.
(1) The theoretical impact of an increase/decrease in interest rates is calculated relative to the 1-year forward interest rates as at December 31, 2024: 3M Euribor (2.2304%), 3M SOFR (4.1508%) and 3M Sonia (4.3595%). The impact on exchange rates due to this theoretical increase/decrease in interest rates is not taken into account.
(2) On a proportionate basis.
| 2024 | 2023 | |
|---|---|---|
| Net debt | €20,047 Mn | €19,967 Mn |
| GMV | €48,069 Mn | €47,796 Mn |
| LTV | 41.7% | 41.8% |
| ICR | 4.2x | 4.2x |
| Net debt/EBITDA (a) | 8.7x | 9.3x |
| FFO/Net debt | 8.3% | 7.8% |
(a) On a last 12-month basis.
| 2024 | 2023 | |
|---|---|---|
| Net debt | €21,302 Mn | €21,378 Mn |
| GMV | €49,711 Mn | €49,574 Mn |
| LTV | 42.9% | 43.1% |
| ICR | 3.9x | 3.9x |
| Net debt/EBITDA (a) | 9.1x | 9.7x |
| FFO/Net debt | 7.8% | 7.3% |
(a) On a last 12-month basis.
53.8% on December 31, 2024 (vs. 54.4% on December 31, 2023), as a result of the inclusion of hybrid and minority interests’ treatment(5). It benefitted from the positive impact of the issuance of URW shares against the acquisition from CPP Investments of a 38.9% stake in URW Germany. Proforma for the disposals secured, the EPRA LTV was 53.1%.
The Net debt/EBITDA improvement from 9.3x to 8.7x in 2024, takes into account the operating performance of the Group and an overall stable debt. It would be 9.5x including the hybrids.
ICR remained stable in 2024 at 4.2x (3.9x on a proportionate basis), supported by increasing like-for-like EBITDA partly offset by slightly higher cost of debt over 2024.
FFO/Net debt improved in 2024 from 7.8% to 8.3%, supported by the operating performance of the Group in 2024.
The Group’s corporate debt(6) covenants levels and corresponding current ratios are set at:
| Dec. 31, 2024 | Europe Credit facility covenants level | Rule 144A and Reg S Bonds(b) covenants level |
|---|---|---|
| LTV(a) | 41.7% | < 60% |
| ICR | 4.2x | > 2x |
| FFO/NFD | 8.3% | > 4% |
| Secured debt ratio | 5.0% | n/a |
| Unencumbered leverage ratio | 1.9x | n/a |
(a) Ratio calculated based on European bank debt covenant.
(b) Corresponding to $3.0 Bn of Rule 144A Bonds and £0.8 Bn of Reg S Bonds.
These covenants are tested twice a year based on the Group’s IFRS financial statements. As at December 31, 2024, 100% of the Group’s credit facilities and loans:
The non-recourse mortgage debt raised by certain entities of the Group includes financial covenants:
| % of non-recourse mortgage incl. this feature in such covenant | Debt Yield covenants | 5%–7% | 20% |
|---|---|---|---|
| Debt to Rent | 8.9x | 2% | |
| ICR covenants | 1.3x–2.5x | 31% | |
| LTV covenants | 55%–75% | 51% |
In any case, defaults under these loans are not expected to have a material adverse effect on the Group’s finances.
Excluding goodwill not justified by fee businesses as per the Group’s European leverage covenants (€720 Mn on an IFRS basis and €763 Mn on a proportionate basis).
There are no financial covenants (such as loan-to-value or interest coverage ratios) in the Neu MTN, the Neu CP and the ECP programmes of URW.
| (€ Mn) | Dec. 31, 2024 | June 30, 2024 | Dec. 31, 2023 |
|---|---|---|---|
| Amounts accounted for in B/S | 46,618.9 | 46,495.7 | 46,290.8 |
| Investment properties at fair value | 36,708.8 | 36,890.5 | 36,912.8 |
| Investment properties at cost | 402.8 | 406.3 | 405.4 |
| Shares and investments in companies accounted for using the equity method | 7,019.5 | 6,833.5 | 6,980.3 |
| Other tangible assets | 114.4 | 105.0 | 113.0 |
| Goodwill | 806.0 | 811.1 | 845.2 |
| Intangible assets | 840.2 | 853.5 | 829.6 |
| Properties or shares held for sale | 727.2 | 595.8 | 204.5 |
| Adjustments | 1,450.1 | 1,483.5 | 1,504.7 |
| Transfer taxes | 1,857.8 | 1,843.3 | 1,819.6 |
| Goodwill not justified by fee business (a) | (720.5) | (720.5) | (725.9) |
| Revaluation intangible and operating assets | 1,117.7 | 1,179.9 | 1,200.8 |
| IFRS adjustments, including: | (805.0) | (819.2) | (789.8) |
| Financial leases | (979.3) | (1,022.0) | (977.0) |
| Other | 174.3 | 202.8 | 187.2 |
| Total assets, including Transfer Taxes (=A) | 48,069.0 | 47,979.2 | 47,795.5 |
| Total assets, excluding Transfer Taxes (=B) | 46,211.2 | 46,135.9 | 45,975.9 |
| Amounts accounted for in B/S | |||
| Non-current bonds and borrowings | 23,419.1 | 23,044.0 | 25,082.6 |
| Current borrowings and amounts due to credit institutions | 3,161.5 | 3,371.3 | 1,835.5 |
| Liabilities directly associated with properties or shares classified as held for sale (b) | 0.0 | 0.0 | 0.0 |
| Total financial liabilities | 26,580.5 | 26,415.3 | 26,918.1 |
| Adjustments | |||
| Mark-to-market of debt | 1.2 | (1.7) | (0.8) |
| Current accounts with non-controlling interests | (1,120.4) | (1,372.3) | (1,354.9) |
| Impact of derivative instruments on debt raised in foreign currency | (48.3) | (35.7) | (24.6) |
| Accrued interest/issue fees | (76.6) | (6.7) | (68.9) |
| Total financial liabilities (nominal value) | 25,336.4 | 24,998.9 | 25,468.8 |
| Cash & cash equivalents | (5,288.9) | (4,620.2) | (5,502.3) |
20,047.4 20,378.7 19,966.5
41.7% 42.5% 41.8%
43.4% 44.2% 43.4%
Figures may not add up due to rounding.
(a) Adjustment of goodwill according to bank covenants.
(b) Only include the financial debt classified as held for sale.
| Dec. 31, 2024 | June 30, 2024 | Dec. 31, 2023 | |
|---|---|---|---|
| Amounts accounted for in B/S | 47,994.3 | 48,055.2 | 47,838.7 |
| Investment properties at fair value | 43,772.0 | 43,852.5 | 44,056.0 |
| Investment properties at cost | 450.4 | 453.2 | 454.9 |
| Shares and investments in companies accounted for using the equity method | 1,239.0 | 1,281.9 | 1,239.3 |
| Other tangible assets | 117.3 | 107.8 | 115.8 |
| Goodwill | 848.2 | 859.1 | 893.3 |
| Intangible assets | 840.2 | 853.5 | 829.5 |
| Properties or shares held for sale | 727.2 | 647.2 | 249.9 |
| Adjustments | 1,716.3 | 1,721.5 | 1,734.9 |
| Transfer taxes | 2,111.1 | 2,088.2 | 2,052.1 |
| Goodwill not justified by fee business (a) | (762.7) | (773.4) | (778.8) |
| Revaluation intangible and operating assets | 1,114.8 | 1,177.1 | 1,198.1 |
| IFRS adjustments, including: | (746.9) | (770.4) | (736.4) |
| Financial leases | (981.6) | (1,024.1) | (979.2) |
| Other | 234.7 | 253.7 | 242.8 |
| Total assets, including Transfer Taxes (=A) | 49,710.6 | 49,776.7 | 49,573.5 |
| Total assets, excluding Transfer Taxes (=B) | 47,599.5 | 47,688.5 | 47,521.5 |
| Amounts accounted for in B/S | |||
| Non current bonds and borrowings | 24,657.5 | 24,313.2 | 26,440.2 |
| Current borrowings and amounts due to credit institutions | 3,331.2 | 3,649.2 | 1,992.9 |
| Liabilities directly associated with properties or shares classified as held for sale (b) | 0.0 | 31.9 | 30.6 |
| Total financial liabilities | 27,988.6 | 27,994.3 | 28,463.7 |
| Adjustments | |||
| Mark-to-market of debt | 1.3 | (1.3) | 0.2 |
| Current accounts with non-controlling interests | (1,120.4) | (1,372.3) | (1,354.9) |
| Impact of derivative instruments on debt raised in foreign currency | (48.3) | (35.7) | (24.6) |
| Accrued interest/issue fees | (78.6) | (7.3) | (70.0) |
| Total financial liabilities (nominal value) | 26,742.6 | 26,577.8 | 27,014.4 |
| Cash & cash equivalents | (5,440.1) | (4,777.7) | (5,636.5) |
| Net financial debt (=C) | 21,302.4 | 21,800.1 | 21,378.0 |
| LTV ratio including Transfer Taxes (=C/A) | 42.9% | 43.8% | 43.1% |
| LTV ratio excluding Transfer Taxes (=C/B) | 44.8% | 45.7% | 45.0% |
Figures may not add up due to rounding.
(a) Adjustment of goodwill according to bank covenants.
(b) Only include the financial debt classified as held for sale.
In compliance with the EPRA(1) Best Practices Recommendations(2), URW summarises the Key Performance measures of 2024 and 2023 below.
EPRA earnings are defined as “recurring earnings from core operational activities” and are equal to the Group’s definition of recurring earnings.
| 2024 | 2023 | |
|---|---|---|
| EPRA Earnings € Mn | 1,472.5 | 1,408.9 |
| EPRA Earnings per share €/share | 10.56 | 10.14 |
| Growth EPRA Earnings per share % | 4.1% | 5.0% |
| Recurring Earnings per share (€Mn) | 2024 | 2023 |
|---|---|---|
| Net Result of the period attributable to the holders of the Stapled Shares | 146.2 | (1,629.1) |
| Adjustments to calculate EPRA Recurring Earnings, exclude: | ||
| (i) Changes in value of investment properties, development properties held for investment and other interests | (1,078.3) | (2,246.0) |
| (ii) Profits or losses on disposal of investment properties, development properties held for investment and other interests | (8.6) | (10.3) |
| (iii) Profits or losses on sales of trading properties including impairment charges in respect of trading properties | – | – |
| (iv) Tax on profits or losses on disposals | – | – |
| (v) Impairment of goodwill | (39.2) | (234.0) |
| (vi) Changes in fair value of financial instruments and associated close-out costs | 63.7 | (369.2) |
| (vii) Acquisition and other costs on share deals and non-controlling joint venture interests | (12.7) | (8.9) |
| (viii) Deferred tax in respect of EPRA adjustments | (17.8) | 70.3 |
| (ix) Adjustments (i) to (viii) above in respect of joint ventures (unless already included under proportional consolidation) | (329.9) | (566.2) |
| (x) External non-controlling interests in respect of the above | 96.5 | 326.3 |
| EPRA Recurring Earnings | 1,472.5 | 1,408.9 |
| Average number of shares | 139,497,322 | 138,965,717 |
| EPRA Recurring Earnings per Share | €10.56 | €10.14 |
| EPRA Recurring Earnings per Share growth | 4.1% | 5.0% |
Figures may not add up due to rounding.
(1) EPRA: European Public Real Estate Association.
(2) Best Practices Recommendations. See www.epra.com
For a more detailed description of the EPRA NRV, NTA and NDV new metrics, please see the Section 4.1.4.
| Dec. 31, 2024 | Dec. 31, 2023 | Change | |
|---|---|---|---|
| EPRA NRV €/share | 143.80 | 146.70 | (2.0%) |
| EPRA NTA €/share | 111.00 | 112.30 | (1.2%) |
| EPRA NDV €/share | 116.90 | 121.90 | (4.1%) |
| (€ Mn) | Dec. 31, 2024 | EPRA NRV | EPRA NTA | EPRA NDV | |
|---|---|---|---|---|---|
| Equity attributable to the holders of the Stapled Shares (IFRS) | 15,850 | 15,850 | 15,850 | ||
| Include/Exclude*: | |||||
| i) Hybrid instruments | 134 | 134 | 134 | ||
| Diluted NAV | 15,984 | 15,984 | 15,984 | ||
| Include*: | |||||
| ii.a) Revaluation of IP (if IAS 40 cost option is used) | 0 | 0 | 0 | ||
| ii.b) Revaluation of IPUC (a) (if IAS 40 cost option is used) | 0 | 0 | 0 | ||
| ii.c) Revaluation of other non-current investments (b) | 0 | 0 | 0 | ||
| iii) Revaluation of tenant leases held as finance leases (c) | 0 | 0 | 0 | ||
| iv) Revaluation of trading properties (d) | 0 | 0 | 0 | ||
| Diluted NAV at Fair Value | 15,984 | 15,984 | 15,984 | ||
| Exclude*: | |||||
| v) Deferred tax in relation to fair value gains of IP (e) detailed below: | |||||
| v.a) Reversal of deferred taxes on Balance sheet | 1,958 | 1,958 | – | ||
| v.b) Effective deferred taxes on capital gains | – | (979) | – | ||
| vi) Fair value of financial instruments | 374 | 374 | – | ||
| vii) Goodwill as a result of deferred tax | (175) | (175) | (175) | ||
| viii.a) Goodwill as per the IFRS balance sheet (net of vii)) | – | (631) | (631) | ||
| viii.b) Intangibles as per the IFRS balance sheet | – | (792) | – | ||
| Include*: | |||||
| ix) Fair value of fixed interest rate debt | – | – | 1,910 | ||
| x) Revaluation of intangibles to fair value | 1,024 | – | – | ||
| xi) Real estate transfer tax |
| (f) | 1,855 | 485 | – |
|---|---|---|---|
| NAV | 21,020 | 16,225 | 17,088 |
| Fully diluted number of shares | 146,139,350 | ||
| NAV per share | €143.80 | €111.00 | €116.90 |
Figures may not add up due to rounding.
(f) Real estate transfer taxes were adjusted in accordance with the EPRA guidelines.
“Include” indicates that an asset (whether on or off balance sheet) should be added to the shareholders' equity, whereas a liability should be deducted.
“Exclude” indicates that an asset (part of the balance sheet) is reversed, whereas a liability (part of the balance sheet) is added back.
354
| (€ Mn) | EPRA NRV | EPRA NTA | EPRA NDV |
|---|---|---|---|
| Equity attributable to the holders of the Stapled Shares (IFRS) | 15,386 | 15,386 | 15,386 |
| Include/Exclude*: | |||
| i) Hybrid instruments | 26 | 26 | 26 |
| Diluted NAV | 15,412 | 15,412 | 15,412 |
| Include*: | |||
| ii.a) Revaluation of IP (if IAS 40 cost option is used) | 0 | 0 | 0 |
| ii.b) Revaluation of IPUC (a) (if IAS 40 cost option is used) | 0 | 0 | 0 |
| ii.c) Revaluation of other non-current investments (b) | 0 | 0 | 0 |
| iii) Revaluation of tenant leases held as finance leases (c) | 0 | 0 | 0 |
| iv) Revaluation of trading properties (d) | 0 | 0 | 0 |
| Diluted NAV at Fair Value | 15,412 | 15,412 | 15,412 |
| Exclude*: | |||
| v) Deferred tax in relation to fair value gains of IP (e) detailed below: | |||
| v.a) Reversal of deferred taxes on Balance sheet | 1,851 | 1,851 | - |
| v.b) Effective deferred taxes on capital gains | - | (925) | - |
| vi) Fair value of financial instruments | 614 | 614 | - |
| vii) Goodwill as a result of deferred tax | (175) | (175) | (175) |
| viii.a) Goodwill as per the IFRS balance sheet (net of vii)) | - | (670) | (670) |
| viii.b) Intangibles as per the IFRS balance sheet | - | (783) | - |
| Include*: | |||
| ix) Fair value of fixed interest rate debt | - | - | 2,549 |
| x) Revaluation of intangibles to fair value | 1,097 | - | - |
| xi) Real estate transfer tax (f) | 1,795 | 450 | - |
| NAV | 20,594 | 15,773 | 17,116 |
| Fully diluted number of shares | 140,408,752 | 140,408,752 | 140,408,752 |
| NAV per share | €146.70 | €112.30 | €121.90 |
Figures may not add up due to rounding.
(a) Difference between development property held on the balance sheet at cost and fair value of that development property.
(b) Revaluation of intangibles are presented under adjustment (x). Revaluation of Intangibles to fair value is not under this line item.
(c) Difference between finance lease receivables held on the balance sheet at amortised cost and the fair value of those finance lease receivables.
(d) Difference between trading properties held on the balance sheet at cost (IAS 2) and the fair value of those trading properties.
(e) Deferred tax adjustment for NTA calculated in line with the EPRA guidelines.
(f) Real estate transfer taxes were adjusted in accordance with the EPRA guidelines.
“Include” indicates that an asset (whether on or off balance sheet) should be added to the shareholders' equity, whereas a liability should be deducted.
“Exclude” indicates that an asset (part of the balance sheet) is reversed, whereas a liability (part of the balance sheet) is added back.
The following table provides the Group yields according to the EPRA Net Initial Yield definitions per segment for URW’s Net Initial Yields (on a proportionate basis):
| Dec. 31, 2024 | Dec. 31, 2023 | |
|---|---|---|
| Shopping Centres (c) | 5.4% | 5.3% |
| Offices & Others (c) | 6.8% | 5.9% |
| Effect of vacant units | (0.5%) | (0.6%) |
| Effect of EPRA adjustments on NRI | 0.1% | 0.0% |
| Effect of estimated transfer taxes and transaction costs | (0.2%) | (0.2%) |
| EPRA topped-up yields (a) | 5.3% | 5.2% |
| Effect of lease incentives | (0.2%) | (1.0%) |
| EPRA Net Initial Yields (b) | 5.1% | 5.0% |
Figures may not add up due to rounding.
(a) EPRA topped-up NIY: EPRA NIY adjusted in respect of the expiration of rent-free periods (or other unexpired lease incentives such as discounted rent periods and step rents).
(b) EPRA NIY: annualised rental income based on the cash rents passing at the balance sheet date, less non-recoverable property operating expenses, divided by the GMV of the portfolio.
(c) Assets under development or not controlled by URW, the Westfield trademark and the airport activities are not included in the calculation.
| Dec. 31, 2024 | Dec. 31, 2023 | |
|---|---|---|
| Shopping Centres (a) | € Mn 2,136 | € Mn 2,073 |
| Offices & Others (a) | € Mn 110 | € Mn 98 |
| Valuation including transfer taxes (=B) | € Mn 40,460 | € Mn 39,703 |
| EPRA topped-up yields (=A/B) % | 5.3% | 5.2% |
| EPRA NRI (=C) | € Mn 2,054 | € Mn 1,982 |
| Valuation including transfer taxes (=B) | € Mn 40,460 | € Mn 39,703 |
% 5.1% 4.6% 5.0% 4.2%
(a) Assets under development or not controlled by URW, the Westfield trademark and the airport activities are not included in the calculation.
| Group IFRS as reported | Share of JV | Share of material associates (a) | Non-controlling Interest (b) | Combined | ||||
|---|---|---|---|---|---|---|---|---|
| Include: | Bonds | 22,321 | 0 | 0 | 0 | 22,321 | ||
| Hybrids | 1,845 | 0 | 0 | 0 | 1,845 | |||
| Borrowings from financial institutions | 3,015 | 1,406 | 519 | (465) | 4,476 | |||
| Commercial paper | 0 | 0 | 0 | 0 | 0 | |||
| Net payables | 276 | 10 | 0 | 34 | 320 | |||
| Gross debt | 27,457 | 1,416 | 519 | (431) | 28,962 | |||
| Exclude: | Cash and cash equivalent | 5,289 | 151 | 142 | (103) | 5,479 | ||
| Net debt (=A) | 22,168 | 1,265 | 378 | (328) | 23,482 | |||
| Include: | Investment properties at fair value | 36,709 | 7,063 | 1,803 | (5,285) | 40,291 | ||
| Properties under development | 403 | 48 | 0 | (69) | 382 | |||
| Shares and investments in companies accounted for using the equity method | 7,020 | (5,780) | (1,215) | 0 | 24 | |||
| Properties held for sale/Inventories | 745 | 29 | 0 | 0 | 774 | |||
| Intangibles | 2,029 | 0 | 0 | (231) | 1,798 | |||
| Goodwill | 86 | 0 | 0 | 0 | 86 | |||
| Financial assets | 160 | 0 | 0 | 174 | 334 | |||
| Total property Value (=B) | 47,151 | 1,360 | 589 | (5,411) | 43,688 | |||
| LTV ratio (=A/B) | 47.0% | 53.8% | ||||||
| Transfer taxes (=C) | 1,858 | 256 | 72 | (328) | 1,857 | |||
| LTV ratio including Transfer Taxes (=A/(B+C)) | 45.2% | 51.6% |
Figures may not add up due to rounding.
(a) Corresponds to the share of Crossroads, Złote Tarasy and Triangle project.
(b) Corresponds to the minority stake into the fully consolidated entities.
As at December 31, 2023
| EPRA LTV Metric (€ Mn) | Group IFRS as reported |
|---|---|
| Combined Share of JV | Share of material associates | (a) | Non-controlling Interest | (b) | |||
|---|---|---|---|---|---|---|---|
| Bonds | 22,403 | 0 | 0 | 0 | 22,403 | ||
| Hybrids | 1,845 | 0 | 0 | 0 | 1,845 | ||
| Borrowings from financial institutions | 3,066 | 1,545 | 500 | (512) | 4,600 | ||
| Commercial paper | 0 | 0 | 0 | 0 | 0 | ||
| Net payables | 163 | 39 | 0 | 0 | 202 | ||
| Gross debt | 27,476 | 1,585 | 500 | (512) | 29,049 | ||
| Exclude: | |||||||
| Cash and cash equivalent | 5,502 | 134 | 132 | (191) | 5,577 | ||
| Net debt (=A) | 21,974 | 1,451 | 369 | (321) | 23,472 | ||
| Include: | |||||||
| Investment properties at fair value | 36,913 | 7,143 | 1,748 | (5,644) | 40,160 | ||
| Properties under development | 405 | 49 | 0 | (88) | 367 | ||
| Shares and investments in companies accounted for using the equity method | 6,980 | (5,741) | (1,214) | 0 | 25 | ||
| Properties held for sale/Inventories | 240 | 74 | 0 | 0 | 313 | ||
| Intangibles | 2,086 | 0 | 0 | (283) | 1,803 | ||
| Goodwill | 119 | 0 | 0 | 0 | 119 | ||
| Financial assets | 151 | 0 | 0 | 174 | 326 | ||
| Total property value (=B) | 46,895 | 1,526 | 533 | (5,841) | 43,113 | ||
| LTV ratio (=A/B) | 46.9% | 54.4% | |||||
| Transfer taxes (=C) | 1,820 | 232 | 71 | (328) | 1,795 | ||
| LTV ratio including transfer taxes (=A/(B+C)) | 45.1% | 52.3% |
Figures may not add up due to rounding.
(a) Corresponds to the share of Crossroads, Złote Tarasy and Triangle project.
(b) Corresponds to the minority stake into the fully consolidated entities.
The EPRA vacancy rate is defined as the ERV of vacant spaces divided by the ERV of total space (let plus vacant).
| EPRA Vacancy Rate – Total URW (€ Mn) | Dec. 31, 2024 | June 30, 2024 | Dec. 31, 2023 |
|---|---|---|---|
| Estimated Rental Value of vacant space (A) | 155.7 | 174.0 | 168.1 |
| Estimated Rental Value of the whole portfolio (B) | 2,964.4 | 3,023.0 | 2,945.1 |
| EPRA Vacancy rate (A/B) | 5.3% | 5.8% | 5.7% |
| EPRA vacancy rate – per region | Dec. 31, 2024 | June 30, 2024 | Dec. 31, 2023 |
|---|---|---|---|
| Shopping Centres | |||
| France | 4.0% | 4.0% | 3.8% |
| Spain | 1.8% | 1.4% | 1.5% |
| Southern Europe | 3.4% | 3.3% | 3.2% |
| Central Europe | 1.4% | 1.5% | 1.5% |
| Austria | 1.9% | 3.3% | 2.6% |
| Germany | 3.8% | 4.5% | 3.6% |
| Central and Eastern Europe | 2.2% | 2.8% | 2.5% |
| Nordics | 5.7% | 7.2% | 6.9% |
| The Netherlands | 4.2% | 4.9% | 3.5% |
| Northern Europe | 5.0% | 6.2% | 5.3% |
| Subtotal Shopping Centres – Continental Europe | 3.2% | 3.5% | 3.2% |
| UK | 5.8% | 6.4% | 6.9% |
| Subtotal Shopping Centres – Europe | 3.6% | 4.0% | 3.8% |
| US Flagships | 6.2% | 7.4% | 7.3% |
| US Regionals | 7.5% | 9.7% | 10.1% |
| US CBD | 23.6% | 23.5% | 21.4% |
| Subtotal Shopping Centres – US | 7.2% | 8.6% | 8.5% |
| Total Shopping Centres | 4.8% | 5.5% | 5.4% |
| Offices & Others | |||
| France | 11.5% | 4.8% | 10.3% |
| Other Countries | 15.2% | 15.4% | 17.2% |
| Subtotal Offices & Others – Continental Europe | 11.7% | 6.2% | 11.1% |
| US | 50.1% | 44.0% | 38.5% |
| Total Offices & Others | 16.8% | 12.8% | 15.7% |
| Total URW | 5.3% | 5.8% | 5.7% |
| EPRA references (€ Mn) | Proportionate | 2024 | 2023 |
|---|---|---|---|
| (i-1) Administrative expenses | (202.8) | (231.3) | |
| (i-2) Development expenses | (4.9) | (4.7) | |
| (i-3) Operating expenses | (409.8) | (438.0) | |
| (ii) Net service charge costs/fees | (71.4) | (83.0) | |
| (iii) Management fees less actual/estimated profit element | 0.0 | 0.0 | |
| (iv) Other operating income/recharges intended to cover overhead expenses | 0.0 | 0.0 | |
| (v) Share of Joint Ventures expenses | (14.2) | (12.3) | |
| Exclude (if part of the above): | |||
| (vi) Investment Property Depreciation | 0.0 | 0.0 | |
| (vii) Ground rents costs | 0.0 | 0.0 | |
| (viii) Service charge costs recovered through rents but not separately invoiced | 226.1 | 253.2 | |
| EPRA Costs (including direct vacancy costs) (A) | (477.1) | (516.2) | |
| (ix) Direct vacancy costs | (71.4) | (83.0) | |
| EPRA Costs (excluding direct vacancy costs) (B) | (405.7) | (433.2) | |
| (x) Gross Rental Income (GRI) less ground rents | 2,657.0 | 2,635.7 | |
| (xi) Less: service fee and service charge costs component of GRI (if relevant) | (226.1) | (253.2) | |
| (xii) Add Share of Joint Ventures (Gross Rental Income less ground rents) | 115.5 | 109.8 | |
| Gross Rental Income (C) | 2,546.3 | 2,492.3 | |
| EPRA Cost Ratio (including direct vacancy costs) (A/C) | 18.7% | 20.7% | |
| EPRA Cost Ratio (excluding direct vacancy costs) (B/C) | 15.9% | 17.4% |
Figures may not add up due to rounding.
Note: The calculation is based on the EPRA recommendations and is applied on Shopping Centres and Offices & Others sectors.
| (€ Mn) | Proportionate | 2024 | 2023 |
|---|---|---|---|
| 100% Group share | Acquisitions (a) | 4.2 | 2.6 |
| Development (b) | 920.7 | 899.6 | |
| Like-for-like portfolio (c) | 426.1 | 381.2 |
| (d) | 98.1 | 92.4 | 119.7 | 111.0 |
|---|---|---|---|---|
| Total Capital Expenditure | 1,449.0 | 1,375.8 | 1,368.2 | 1,269.1 |
| Conversion from accruals to cash basis | (77.6) | (86.2) | (106.4) | (97.4) |
| Total Capital Expenditure on cash basis | 1,371.5 | 1,289.5 | 1,261.9 | 1,171.8 |
Figures may not add up due to rounding.
(a) In 2024, includes mainly acquisitions in Spain.
(b) In 2024, includes mainly the capital expenditures related to investments in Fisketorvet, CNIT Eole, Centrum Černý Most and Lightwell redevelopments and extensions projects as well as to the Coppermaker Square, Westfield Hamburg-Überseequartier and Westfield Milano new development projects.
(c) In 2024, includes mainly the capital expenditures related to Westfield Old Orchard, Westfield London, Croydon and Westfield Topanga. Capital expenditure on the like-for-like portfolio includes capital expenditure spent on extension and works on standing assets or refurbishments recently delivered. In 2024, URW spent €94.4Mn on replacement Capex, Group share.
(d) In 2024, includes eviction costs and tenant incentives, external letting fees, capitalised interest relating to projects and other capitalised expenses of -€5.4 Mn, €11.4 Mn, €74.1 Mn and €12.4 Mn, respectively (amounts in Group share).
| Region | Lettings/relettings/renewals excluding Pipeline | Number of leases signed | sqm | MGR (€ Mn) | MGR uplift | MGR uplift on deals above 3 years firm duration | |
|---|---|---|---|---|---|---|---|
| Continental Europe | 1,300 | 476,143 | 253.5 | 7.6 | 3.5% | 10.2 | 5.7% |
| UK | 178 | 97,122 | 63.4 | 4.2 | 9.0% | 3.6 | 8.9% |
| Total Europe | 1,478 | 573,265 | 316.9 | 11.8 | 4.5% | 13.8 | 6.3% |
| US | 645 | 220,109 | 148.0 | 12.2 | 11.7% | 16.8 | 29.9% |
| Total URW | 2,123 | 793,374 | 464.9 | 24.0 | 6.5% | 30.6 | 11.1% |
Figures may not add up due to rounding.
| Segment | Net Rental Income (€ Mn) | 2024 | 2023 | Change (%) | Like-for like change (%) |
|---|---|---|---|---|---|
| Shopping Centres | 2,073.3 | 2,030.9 | 2.1% | 5.8% | |
| Offices & Others | 102.4 | 83.8 | 22.3% | 14.4% | |
| Convention & Exhibition | 138.6 | 95.4 | 45.3% | 21.3% | |
| Total URW |
| 2,314.4 | 2,210.1 | 4.7% | 6.7% |
|---|---|---|---|
(c) Figures may not add up due to rounding.
(a) Excluding airports, US Regionals and CBD asset.
(b) Excluding triennial shows, impact of the Olympics and recent deliveries.
(c) Excluding airports, US Regionals and CBD asset, and, for C&E, triennial shows, impact of the Olympics and recent deliveries.
| Region | Net Rental Income (€ Mn) | 2024 | 2023 | Change (%) |
|---|---|---|---|---|
| Continental Europe | 1,428.2 | 1,361.2 | 4.9% | |
| UK | 137.9 | 134.4 | 2.6% | |
| Total Europe | 1,566.0 | 1,495.6 | 4.7% | |
| US including Airports | 507.3 | 535.3 | (5.2%) | |
| Total URW including Airports | 2,073.4 | 2,030.9 | 2.1% |
Figures may not add up due to rounding.
| Region | Like-for-like Net Rental Income (€ Mn) | 2024 | 2023 | Change (%) |
|---|---|---|---|---|
| Continental Europe | 1,338.9 | 1,263.1 | 6.0% | |
| UK | 137.7 | 126.6 | 8.7% | |
| Total Europe | 1,476.6 | 1,389.7 | 6.3% | |
| US Flagships | 385.0 | 370.4 | 4.0% | |
| Total URW excluding Airports | 1,861.6 | 1,760.1 | 5.8% |
Figures may not add up due to rounding.
| Region | Like-for-like Net Rental Income evolution (%) | Indexation | Renewals, relettings net of departures | Sales Based Rent | Doubtful debtors | Other | Total |
|---|---|---|---|---|---|---|---|
| Continental Europe | 3.0% | 0.4% | 0.7% | 1.4% | 0.6% | 6.0% | |
| UK | 0.0% | 4.1% | (1.5%) | 0.3% | 5.9% | 8.7% | |
| Total Europe | 2.7% | 0.7% | 0.5% | 1.3% | 1.1% | 6.3% | |
| US Flagships | 0.0% | 8.8% | (3.1%) | (1.4%) | (0.3%) | 4.0% | |
| Total URW excluding Airports | 2.1% | 2.4% | (0.3%) | 0.7% | 0.8% | 5.8% |
Figures may not add up due to rounding.
| Region | Sales Based Rents (€ Mn) | 2024 |
|---|---|---|
| Continental Europe | 57.6 | 54.0 | 6.6% |
|---|---|---|---|
| UK | 11.7 | 10.9 | 7.5% |
| Total Europe | 69.3 | 64.9 | 6.8% |
| US excluding Airports | 34.7 | 50.8 | (31.7%) |
| Total URW excluding Airports | 104.0 | 115.7 | (10.1%) |
Figures may not add up due to rounding.
| Region | Retail Media & other income (€ Mn) | 2024 | 2023 | % |
|---|---|---|---|---|
| Continental Europe | 66.9 | 48.3 | 38.7% | |
| UK | 17.8 | 15.4 | 15.7% | |
| Total Europe | 84.7 | 63.7 | 33.1% | |
| US | 53.4 | 57.7 | (7.4%) | |
| Total URW | 138.1 | 121.3 | 13.9% |
Figures may not add up due to rounding.
| Region | Net Rental Income (€ Mn) | 2024 | 2023 | Change (%) | Like-for like change (%) |
|---|---|---|---|---|---|
| France | 80.9 | 65.8 | 22.9% | 18.0% | |
| Other countries | 20.2 | 14.4 | 39.8% | 12.3% | |
| Total Europe | 101.0 | 80.2 | 26.0% | 17.0% | |
| US | 1.4 | 3.6 | (60.3%) | (47.9%) | |
| Total URW | 102.4 | 83.8 | 22.3% | 14.4% |
Figures may not add up due to rounding.
| Region | Vacancy | Dec. 31, 2024 | June 30, 2024 | Dec. 31, 2023 | € Mn | % |
|---|---|---|---|---|---|---|
| Continental Europe | 52.8 | 3.2% | 3.5% | 3.2% | ||
| UK | 16.9 | 5.8% | 6.4% | 6.9% | ||
| Total Europe | 69.7 | 3.6% | 4.0% | 3.8% | ||
| US | 68.0 | 7.2% | 8.6% | 8.5% | ||
| Total URW | 137.6 | 4.8% | 5.5% | 5.4% |
Figures may not add up due to rounding.
| MGR at date of next break option (€ Mn) | As a % of total MGR at expiry date (€ Mn) | As a % of total | ||
|---|---|---|---|---|
| Expired | 64.3 | 3.1% | 64.3 | 3.1% |
| 2025 | 344.2 | 16.5% | 240.3 | 11.5% |
| 2026 | 358.2 | 17.1% | 209.4 | 10.0% |
| 2027 | 318.4 | 15.2% | 253.5 | 12.1% |
| 2028 | 274.8 | 13.1% | 222.3 | 10.6% |
| 2029 | 211.7 | 10.1% | 201.2 | 9.6% |
| 2030 | 146.6 | 7.0% | 160.2 | 7.7% |
|---|---|---|---|---|
| 2031 | 103.3 | 4.9% | 144.1 | 6.9% |
| 2032 | 66.3 | 3.2% | 123.1 | 5.9% |
| 2033 | 73.9 | 3.5% | 172.9 | 8.3% |
| 2034 | 49.7 | 2.4% | 117.4 | 5.6% |
| 2035 | 23.7 | 1.1% | 59.5 | 2.8% |
| Beyond | 57.0 | 2.7% | 123.9 | 5.9% |
| Total | 2,092.1 | 100% | 2,092.1 | 100% |
Net result by segment on a proportionate basis (€ Mn)
| 2024 | 2023 | ||||||
| Recurring activities | Non-recurring activities (a) | Result | Recurring activities | Non-recurring activities (a) | Result | ||
| SHOPPING CENTRES SOUTHERN EUROPE | 818.5 | – | 818.5 | 807.3 | – | 807.3 | |
| Operating expenses and net service charges | (101.7) | – | (101.7) | (112.8) | – | (112.8) | |
| Net rental income | 716.8 | – | 716.8 | 694.6 | – | 694.6 | |
| Contribution of companies accounted for using the equity method | 37.8 | (7.9) | 29.9 | 36.8 | (42.8) | (6.0) | |
| Gains/losses on sales of properties | – | (8.5) | (8.5) | – | (38.1) | (38.1) | |
| Valuation movements on assets | – | 1.4 | 1.4 | – | (839.8) | (839.8) | |
| Impairment of goodwill | – | – | – | – | (183.8) | (183.8) | |
| Result from operations Shopping Centres Southern Europe | 754.7 | (15.0) | 739.6 | 731.4 | (1,104.6) | (373.2) | |
| US | Gross rental income | 745.6 | – | 745.6 | 782.3 | – | 782.3 |
| Operating expenses and net service charges | (238.3) | – | (238.3) | (247.0) | – | (247.0) | |
| Net rental income | 507.3 | – | 507.3 | 535.3 | – | 535.3 | |
| Contribution of companies accounted for using the equity method | – | – | – | – | (25.4) | (25.4) | |
| Gains/losses on sales of properties | – | (2.4) | (2.4) | – | 9.9 | 9.9 | |
| Valuation movements on assets | – | (389.0) | (389.0) | – | (689.4) | (689.4) | |
| Result from operations Shopping Centres United States | 507.3 | (391.4) | 115.9 | 535.3 | (704.9) | (169.6) | |
| CENTRAL AND EASTERN EUROPE | Gross rental income | 577.4 | – | 577.4 | 541.2 | – | 541.2 |
| Operating expenses and net service charges | (64.4) | – | (64.4) | (54.3) | – | (54.3) | |
| Net rental income | 513.0 | – | 513.0 | 486.8 | – | 486.8 | |
| Contribution of companies accounted for using the equity method | 49.2 | (25.1) | 24.1 | 49.5 | (19.3) | 30.2 | |
| Gains/losses on sales of properties | – | (35.6) | (35.6) | – | 0.8 | 0.8 | |
| Valuation movements on assets | – | (403.6) | (403.6) | – | (352.7) | (352.7) | |
| Impairment of goodwill | – | (45.0) | (45.0) | – | (58.3) | (58.3) | |
| Result from operations Shopping Centres Central and |
| Gross rental income | 224.7 | – | 224.7 | 210.2 | – | 210.2 |
|---|---|---|---|---|---|---|
| Operating expenses and net service charges | (26.4) | – | (26.4) | (30.5) | – | (30.5) |
| Net rental income | 198.3 | – | 198.3 | 179.7 | – | 179.7 |
| Gains/losses on sales of properties | – | (0.7) | (0.7) | – | 1.4 | 1.4 |
| Valuation movements on assets | – | 30.2 | 30.2 | – | (238.1) | (238.1) |
| Result from operations Shopping Centres Northern Europe | 198.3 | 29.5 | 227.8 | 179.7 | (236.6) | (56.9) |
| Gross rental income | 211.9 | – | 211.9 | 233.1 | – | 233.1 |
|---|---|---|---|---|---|---|
| Operating expenses and net service charges | (74.0) | – | (74.0) | (98.7) | – | (98.7) |
| Net rental income | 137.9 | – | 137.9 | 134.4 | – | 134.4 |
| Contribution of companies accounted for using the equity method | (0.1) | – | (0.1) | – | – | – |
| Valuation movements on assets | – | 45.9 | 45.9 | – | (24.4) | (24.4) |
| Result from operations Shopping Centres United Kingdom | 137.8 | 45.9 | 183.7 | 134.4 | (24.4) | 110.0 |
| 2,160.3 | (840.4) | 1,320.0 | 2,117.2 | (2,500.0) | (382.8) |
|---|---|---|---|---|---|
Figures may not add up due to rounding.
(a) Non-recurring activities include valuation movements, disposals, mark-to-market and termination costs of financial instruments, bond tender premiums, impairment of goodwill or recognition of negative goodwill, amortisation of fair value of assets and liabilities recorded for the purpose of purchase price allocation, as well as costs directly incurred during a business combination and other non-recurring items.
| 2024 | 2023 | ||||||
|---|---|---|---|---|---|---|---|
| Recurring activities | Non-recurring activities (a) | Result | Recurring activities | Non-recurring activities (a) | Result | ||
| OFFICES & OTHERS | FRANCE | ||||||
| Gross rental income | 82.2 | – | 82.2 | 70.3 | – | 70.3 | |
| Operating expenses and net service charges | (1.4) | – | (1.4) | (4.5) | – | (4.5) | |
| Net rental income | 80.9 | – | 80.9 | 65.8 | – | 65.8 | |
| Contribution of companies accounted for using the equity method | (0.0) | (2.0) | (2.1) | (0.1) | (2.9) | (3.0) | |
| Gains/losses on sales of properties | – | (14.9) | (14.9) | – | (5.4) | (5.4) | |
| Valuation movements on assets | – | (139.6) | (139.6) | – | (334.0) | (334.0) | |
| Result from operations Offices & Others France | 80.8 | (156.6) | (75.7) | 65.7 | (342.3) | (276.6) | |
| OTHER COUNTRIES | |||||||
| Gross rental income | 31.4 | – | 31.4 | 27.5 | – | 27.5 | |
| Operating expenses and net service charges | (9.9) | – | (9.9) | (9.4) | – | (9.4) | |
| Net rental income | 21.6 | – | 21.6 | 18.1 | – | 18.1 | |
| Gains/losses on sales of properties | – | 47.9 | 47.9 | – | 0.1 | 0.1 | |
| Valuation movements on assets | – | (472.1) | (472.1) | – | (86.8) | (86.8) | |
| Result from operations Offices & Others Other countries | 21.6 | (424.2) | (402.6) | 18.1 | (86.7) | (68.7) | |
| TOTAL RESULT FROM OPERATIONS OFFICES & OTHERS | 102.4 | (580.8) | (478.4) | 83.8 | (429.0) | (345.2) | |
| CONVENTION & EXHIBITION | FRANCE | ||||||
| Gross rental income | 248.0 | – | 248.0 | 201.1 | – | 201.1 | |
| Operating expenses and net service charges | (109.3) | – | (109.3) | (105.7) | – | (105.7) | |
| Net rental income | 138.6 | – | 138.6 | 95.4 | – | 95.4 | |
| On-site property services net income | 81.2 | – | 81.2 | 37.2 | – | 37.2 | |
| Contribution of companies accounted for using the equity method | (1.1) | (0.6) | (1.8) | (0.9) | (0.4) | (1.2) | |
| Valuation movements, depreciation, capital gains | – | (49.5) | (49.5) | – | (99.3) | (99.3) | |
| TOTAL RESULT FROM OPERATIONS C\&E | 218.6 | (50.1) | 168.5 | 131.7 | (99.6) | 32.1 | |
| Net property development and project management income | 18.8 | – | 18.8 | 30.9 | – | 30.9 |
| 35.8 | – | 35.8 | 39.9 | – | 39.9 | ||
|---|---|---|---|---|---|---|---|
| Impairment of goodwill related to the property services | – | – | – | – | – | ||
| General expenses | (179.2) | – | (179.2) | (199.4) | – | (199.4) | |
| Development expenses | (4.9) | – | (4.9) | (4.7) | – | (4.7) | |
| Acquisition and other costs | – | (12.7) | (12.7) | – | (8.9) | (8.9) | |
| NET OPERATING RESULT BEFORE DEPRECIATION AND IMPAIRMENT OF ASSETS | 2,351.9 | (1,484.0) | 867.9 | 2,199.3 | (3,037.5) | (838.2) | |
| Depreciation and impairment of tangible and intangible assets | (41.0) | 6.0 | (35.0) | (51.5) | (18.6) | (70.1) | |
| NET OPERATING RESULT | 2,310.8 | (1,477.9) | 832.9 | 2,147.8 | (3,056.1) | (908.3) | |
| Result from non-consolidated companies | 2.6 | 0.0 | 2.6 | 2.9 | – | 2.9 | |
| Financing result | (515.2) | 79.7 | (435.6) | (484.5) | (381.9) | (866.4) | |
| RESULT BEFORE TAX | 1,798.2 | (1,398.3) | 399.9 | 1,666.3 | (3,438.0) | (1,771.7) | |
| Income tax expenses | (97.2) | (24.5) | (121.7) | (80.6) | 73.6 | (7.0) | |
| NET RESULT FOR THE PERIOD | 1,701.0 | (1,422.8) | 278.2 | 1,585.7 | (3,364.4) | (1,778.7) | |
| External non-controlling interests | (228.5) | 96.5 | (132.0) | (176.8) | 326.3 | 149.6 | |
| NET RESULT FOR THE PERIOD ATTRIBUTABLE TO THE HOLDERS OF THE STAPLED SHARES | 1,472.5 | (1,326.3) | 146.2 | 1,408.9 | (3,038.0) | (1,629.1) |
Figures may not add up due to rounding.
(a) Non-recurring activities include valuation movements, disposals, mark-to-market and termination costs of financial instruments, bond tender premiums, impairment of goodwill or recognition of negative goodwill, amortisation of fair value of assets and liabilities recorded for the purpose of purchase price allocation, as well as costs directly incurred during a business combination and other non-recurring items.
The financial statements are presented in millions of euros (€ Mn), rounded to the nearest hundred thousand. As a result, there may be slight differences between rounded figures.
| Consolidated statement of comprehensive income | (€Mn) | Notes | 2024 | 2023 |
|---|---|---|---|---|
| Gross rental income | 4.2.1/4.4.1 | 2,426.9 | 2,322.1 | |
| Ground rents paid | 4.2.1/4.4.2 | (37.0) | (37.7) | |
| Service charge income | 4.2.1/4.4.2 | 394.6 | 364.8 | |
| Service charge expenses | 4.2.1/4.4.2 | (456.2) | (424.1) | |
| Property operating expenses | 4.2.1/4.4.2 | (403.8) | (431.8) | |
| Operating expenses and net service charges | 4.2.1/4.4.2 | (502.4) | (528.7) | |
| Net rental income | 1,924.6 | 1,793.4 | ||
| Property development and project management revenue | 72.7 | 90.0 |
| (53.8) | (59.0) |
|---|---|
| 4.4.4 | 18.8 | 30.9 |
|---|---|---|
| 361.9 | 284.1 |
|---|---|
| (259.1) | (226.1) |
|---|---|
| 4.2.1/4.4.3 | 102.8 | 58.0 |
|---|---|---|
| 35.6 | (169.6) |
|---|---|
| 51.2 | 48.8 |
|---|---|
| 6.2 | 86.7 | (120.8) |
|---|---|---|
| (179.6) | (199.3) |
|---|---|
| (23.6) | (31.9) |
|---|---|
| 4.4.5 | (203.2) | (231.2) |
|---|---|---|
| 4.4.6 | (12.7) | (8.9) |
|---|---|---|
| 621.9 | 356.5 |
|---|---|
| (630.6) | (366.8) |
|---|---|
| (1) | 3.4.2 | (8.6) | (10.3) |
|---|---|---|---|
| 805.1 | 239.4 |
|---|---|
| (1,883.5) | (2,485.4) |
|---|---|
| 5.5 | (1,078.3) | (2,246.0) |
|---|---|---|
| 5.4 | (39.2) | (234.0) |
|---|---|---|
| 790.8 | (968.9) |
|---|---|
| 2.7 | 3.0 |
|---|---|
| 641.9 | 558.5 |
|---|---|
| (1,108.0) | (994.6) |
|---|---|
| 7.2.1 | (466.1) | (436.1) |
|---|---|---|
| 7.2.2 | 63.8 | (370.0) |
|---|---|---|
| 7.2.2 | (0.1) | 0.8 |
|---|---|---|
| 391.0 | (1,771.2) |
|---|---|
| 8.2 | (112.8) | (7.4) |
|---|---|---|
| 278.2 | (1,778.7) |
|---|---|
| • The holders of the Stapled Shares | 146.2 | (1,629.1) | |
|---|---|---|---|
| • External non-controlling interests | 3.5.2 | 132.0 | (149.6) |
| 278.2 | (1,778.7) |
|---|---|
| NET RESULT FOR THE PERIOD ATTRIBUTABLE TO THE HOLDERS OF THE STAPLED SHARES | 310.1 | (1,265.6) | |
|---|---|---|---|
| Unibail-Rodamco-Westfield N.V. members | (163.9) | (363.5) | |
| Net result for the period (Holders of the Stapled Shares) | 146.2 | (1,629.1) | |
| Average number of shares (undiluted) | 12.2 | 139,497,322 | 138,965,717 |
| Net result for the period per share (Holders of the Stapled Shares) (€) | 1.05 | (11.72) | |
| Net result for the period restated (Holders of the Stapled Shares) | 146.2 | (1,629.1) | |
| Average number of shares (diluted) | 12.2 | 141,126,412 | 139,886,062 |
| Diluted net result per share (Holders of the Stapled Shares) (€) | (2) | 1.04 | (11.72) |
| (€Mn) | Notes | 2024 | 2023 |
|---|---|---|---|
| NET RESULT FOR THE PERIOD | 278.2 | (1,778.7) | |
| Foreign currency differences on translation of financial statements of subsidiaries and net investments in these subsidiaries | 280.2 | (161.8) | |
| Other comprehensive income that may be subsequently recycled to profit or loss | 280.2 | (161.8) | |
| Employee benefits | 0.1 | (0.1) | |
| Fair value of Financial assets | (6.4) | 1.1 | |
| Other comprehensive income not subsequently recyclable to profit or loss | (6.3) | 1.0 | |
| OTHER COMPREHENSIVE INCOME | 273.9 | (160.7) | |
| NET COMPREHENSIVE INCOME | 552.1 | (1,939.4) |
| External non-controlling interests | 132.5 | (149.6) |
|---|---|---|
| NET COMPREHENSIVE INCOME (HOLDERS OF THE STAPLED SHARES) | 419.6 | (1,789.8) |
(1) The result on disposal of investment properties includes both the result on disposal of assets and the result on disposal of shares.
(2) In case of a negative net result for the period, the diluted net result per share is equal to the net result for the period per share.
| (€Mn) | Notes | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|---|
| NON-CURRENT ASSETS | 46,423.5 | 46,621.4 | |
| Investment properties | 5.1 | 37,111.6 | 37,318.2 |
| Investment properties at fair value | 36,708.8 | 36,912.8 | |
| Investment properties at cost | 402.8 | 405.4 | |
| Shares and investments in companies accounted for using the equity method | 6.2 | 7,019.5 | 6,980.3 |
| Other tangible assets | 5.2.2 | 114.4 | 113.0 |
| Goodwill | 5.4.2 | 806.0 | 845.2 |
| Intangible assets | 5.3.2 | 840.2 | 829.6 |
| Investments in financial assets |
| Deferred tax assets | 8.3 | 12.1 | 24.4 |
|---|---|---|---|
| Derivatives at fair value | 7.4 | 250.6 | 250.7 |
| 7,122.1 | 6,956.7 | ||
|---|---|---|---|
| Properties or shares held for sale | 5.1 | 727.2 | 204.5 |
| Inventories | 17.6 | 35.3 | |
| Trade receivables from activity | 7.5.3 | 487.9 | 506.5 |
| Tax receivables | 225.8 | 196.6 | |
| Other receivables | 374.7 | 511.5 | |
| Cash and cash equivalents | 7.3.7 | 5,288.9 | 5,502.3 |
| 53,545.6 | 53,578.1 |
|---|---|
| 15,849.7 | 15,385.7 | |
|---|---|---|
| Share capital | 713.1 | 695.2 |
| Additional paid-in capital | 13,384.8 | 13,491.1 |
| Consolidated reserves | 1,350.0 | 2,852.8 |
| Hedging and foreign currency translation reserves | 255.5 | (24.3) |
| Consolidated result | 146.2 | (1,629.1) |
| Equity attributable to Unibail-Rodamco-Westfield N.V. members | (760.7) | (680.9) |
|---|---|---|
| Hybrid securities | 1,821.1 | 1,821.1 |
| External non-controlling interests | 3,366.9 | 3,560.5 |
| TOTAL SHAREHOLDERS' EQUITY | 21,037.7 | 20,767.3 |
| Non-current commitment to external non-controlling interests | 3.5.1 | 20.5 | 28.0 |
|---|---|---|---|
| Non-current bonds and borrowings | 7.3.7 | 23,419.1 | 25,082.6 |
| Non-current lease liabilities | 7.3.3 | 893.4 | 921.0 |
| Derivatives at fair value | 7.4 | 761.7 | 796.3 |
| Deferred tax liabilities | 8.3 | 1,867.2 | 1,781.9 |
| Non-current provisions | 9 | 64.9 | 64.3 |
| Guarantee deposits | 260.9 | 242.1 | |
| Amounts due on investments | 15.7 | 24.6 | |
| Other non-current liabilities | 29.8 | 32.9 |
| Current commitment to external non-controlling interests | 3.5.1 | 73.3 | 4.8 |
|---|---|---|---|
| Amounts due to suppliers and other creditors | 1,122.6 | 1,156.0 | |
|---|---|---|---|
| Amounts due to suppliers | 240.1 | 245.0 | |
| Amounts due on investments | 578.1 | 474.0 | |
| Sundry creditors | 304.4 | 437.0 | |
| Other current liabilities | 10 | ||
| 667.6 | 738.3 | ||
| Current borrowings and amounts due to credit institutions | 7.3.7 | 3,161.5 | 1,835.5 |
| Current lease liabilities | 7.3.3 | 85.9 | 56.0 |
| Current provisions | 9 | 63.8 | 46.5 |
| TOTAL LIABILITIES AND EQUITY | 53,545.6 | 53,578.1 |
| Consolidated statement of | Notes | 2024 | 2023 |
|---|---|---|---|
| cash flows (€Mn) | |||
| OPERATING ACTIVITIES | |||
| Net result | 278.2 | (1,778.7) | |
| Depreciation & provisions | (1) | 127.6 | 49.3 |
| Impairment of goodwill | 39.2 | 234.0 | |
| Changes in value of property assets | 5.5 | 1,078.3 | 2,246.0 |
| Changes in value of financial instruments | (63.7) | 369.2 | |
| Charges and income relating to stock options and similar items | 23.8 | 18.9 | |
| Net capital gains/losses on disposal of investment properties | (2) | 8.6 | 10.3 |
| Share of the result of companies accounted for using the equity method | 6.2 | (35.6) | 169.6 |
| Income on financial assets | 6.2 | (51.2) | (48.8) |
| Dividend income from non-consolidated companies | (2.7) | (2.9) | |
| Net financing costs | 7.2.1 | 466.1 | 436.1 |
| Income tax charge (income) | 112.8 | 7.4 | |
| Cash flow before net financing costs and tax | 1,981.4 | 1,710.4 | |
| Income on financial assets | 51.2 | 48.8 | |
| Dividend income and result from companies accounted for using the equity method or non-consolidated | (3) | 372.8 | 414.3 |
| Income tax paid | (121.9) | (73.4) |
| Current Year | Previous Year | |
|---|---|---|
| Change in working capital | (93.3) | (43.6) |
| Current Year | Previous Year | |
|---|---|---|
| TOTAL CASH FLOW FROM | 2,190.2 | 2,056.5 |
| Property activities | (525.7) | (785.5) |
|---|---|---|
| Acquisition of subsidiaries, net of cash acquired | (68.9) | (72.6) |
| Amounts paid for works and acquisition of property assets | (1,308.3) | (1,181.0) |
| Repayment of property financing | 14.5 | 64.5 |
| Increase of property financing | (83.2) | (118.8) |
| Disposal of shares | 426.5 | 223.6 |
| Disposal of investment properties | 493.7 | 298.8 |
| Financial activities | (11.4) | (5.9) |
| Acquisition of financial assets | (21.5) | (9.4) |
| Repayment of financial assets | 10.1 | 3.5 |
| TOTAL CASH FLOW FROM | (537.1) | (791.4) |
| Capital increase of parent company | 5.2 | 5.1 |
|---|---|---|
| Change in capital from companies with non-controlling shareholders | 5.0 | 27.2 |
| Hybrid securities | – | (174.7) |
| Distribution paid to parent company shareholders | (347.9) | – |
| Dividends paid to non-controlling shareholders of consolidated companies | (87.7) | (83.0) |
| Coupon on the Hybrid Securities | (98.8) | (58.7) |
| New borrowings and financial liabilities | 1,568.7 | 2,409.3 |
| Repayment of borrowings and financial liabilities | (2,531.4) | (769.2) |
| Financial income | 698.0 | 528.1 |
| Financial expenses | (1,097.2) | (989.2) |
| Other financing activities | 3.8 | (29.5) |
| TOTAL CASH FLOW FROM | (1,882.3) | 865.4 |
| Current Year | Previous Year | |
|---|---|---|
| Change in cash and cash equivalents | (229.2) | 2,130.5 |
| Net cash and cash equivalents at the beginning of the year | 5,496.1 | 3,321.2 |
| Effect of exchange rate fluctuations on cash held | 15.6 | 44.4 |
| Net cash and cash equivalents | 7.3.7 | 5,282.5 | 5,496.1 |
|---|---|---|---|
(1) Includes straight-lining of key money and lease incentives.
(2) Includes capital gains/losses on property sales, disposals of short-term investment properties and disposals of operating assets.
| Equity Share |
Additional capital |
paid-in reserves |
Consolidated reserves |
translation net result |
Consolidated Shares |
Stapled Securities |
Hybrid interests |
External equity |
Total (1) |
Total (2) |
|---|---|---|---|---|---|---|---|---|---|---|
| Equity as at Dec. 31, 2022 | 693.8 | 13,487.3 | 2,692.0 | 137.4 | 178.2 | 17,188.7 | 1,988.5 | 3,771.1 | 22,948.2 | |
| Profit or loss of the period | – | – | – | – | (1,629.1) | (1,629.1) | – | (149.6) | (1,778.7) | |
| Other comprehensive income | – | – | 1.0 | (161.8) | – | (160.7) | – | – | (160.7) | |
| Net comprehensive income | – | – | 1.0 | (161.8) | (1,629.1) | (1,789.8) | – | (149.6) | (1,939.4) | |
| Earnings appropriation | – | – | 178.2 | – | (178.2) | – | – | – | – | |
| Dividends related to 2022 | – | – | – | – | – | – | (83.1) | – | (83.1) | |
| Stock options, Performance/Retention shares and Company Savings Plan | 1.4 | 3.8 | – | – | – | 5.2 | – | – | 5.2 | |
| Share-based payment | – | – | 18.9 | – | – | 18.9 | – | – | 18.9 | |
| Hybrid Securities | – | – | (7.3) | – | – | (7.3) | (167.4) | – | (174.7) | |
| Coupon on the Hybrid Securities | – | – | (58.7) | – | – | (58.7) | – | – | (58.7) | |
| Transactions with non-controlling interests | – | – | 2.6 | – | – | 2.6 | – | 20.4 | 23.0 | |
| Changes in scope of consolidation and other movements | – | – | 26.1 | – | – | 26.1 | – | 1.7 | 27.8 | |
| Equity as at Dec. 31, 2023 | 695.2 | 13,491.1 | 2,852.8 | (24.3) | (1,629.1) | 15,385.7 | 1,821.1 | 3,560.5 | 20,767.3 | |
| Profit or loss of the period | – | – | – | – | 146.2 | 146.2 | – | 132.0 | 278.2 | |
| Other comprehensive income | – | – | (6.3) | 279.8 | – | 273.4 | – | 0.5 | 273.9 | |
| Net comprehensive income | – | – | (6.3) | 279.8 | 146.2 | 419.6 | – | 132.5 | 552.1 | |
| Earnings appropriation | – | – | (1,629.1) | – | 1,629.1 | – | – | – | – | |
| Dividends related to 2023 | – | (347.9) | – | – | – | (347.9) | – | (87.7) | (435.6) | |
| Stock options, Performance/Retention | – |
| shares and Company | 1.6 | 7.5 | – | – | – | 9.1 | – | – | 9.1 |
|---|---|---|---|---|---|---|---|---|---|
| Savings Plan | – | – | 23.8 | – | – | 23.8 | – | – | 23.8 |
| Hybrid Securities | – | – | – | – | – | – | – | – | – |
| Coupon on the Hybrid Securities | – | – | (98.8) | – | – | (98.8) | – | – | (98.8) |
| Transactions with non-controlling interests | 16.3 | 234.1 | 206.2 | – | – | 456.7 | – | (239.0) | 217.7 |
| Changes in scope of consolidation and other movements | – | – | 1.4 | – | – | 1.4 | – | 0.7 | 2.1 |
| Equity as at Dec. 31, 2024 | 713.1 | 13,384.8 | 1,350.0 | 255.5 | 146.2 | 15,849.7 | 1,821.1 | 3,366.9 | 21,037.7 |
(1) The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. The hedging reserve is used to record the effect of hedging net investments in foreign operations. In 2024, an amount of €151.2 Mn was booked in “Other comprehensive income” regarding the hedging net investments in foreign operations.
(2) In 2018, URW issued €2,000 Mn of hybrid securities. These hybrid securities are deeply subordinated perpetual instruments with a coupon deferral option and are accounted for in equity. As a result of the Exchange Offer and the repayment of €155.2 Mn on July 3, 2023, the Group’s hybrid instruments decreased from €2,000 Mn to €1,845 Mn including the tranches as follows:
(3) Transactions with non-controlling interests mainly include the impacts of:
1.1 Significant events of 2024
1.2 Significant events of 2023
2.1 IFRS basis adopted
2.2 Estimates and assumptions
2.3 Climate change and risks
3.1 Accounting principles
3.2 Consolidation of Unibail-Rodamco-Westfield N.V.
3.3 Description of significant controlled partnerships
3.4 Acquisitions and disposals
3.5 Non-controlling interests and commitment to purchase non-controlling interests
3.6 Description of significant joint operations
4.1 Accounting principles
4.2 Consolidated financial statements on a proportionate basis
4.3 Net recurring result definition
4.4 Net result by segment on a proportionate basis
4.5 Other information by segment on a proportionate basis
5.1 Investment properties
5.2 Tangible assets
5.3 Intangible assets
5.4 Goodwill
5.5 Valuation movements on assets
5.6 Amounts paid for works and acquisition of property assets (consolidated statement of cash flows)
Acquisition of CH Ursynów
On February 29, 2024, the Group acquired the remaining stake of 50% in CH Ursynów (Eagle) in Poland. Thus, the asset is fully consolidated starting from this date.
Acquisition of Westfield Montgomery
On July 1, 2024, the Group acquired the remaining stake of 50% in Westfield Montgomery shopping centre in Maryland (United States). Thus, the asset is fully consolidated starting from this date.
Acquisition of 38.9% complementary stake in URW Germany JV from partner CPP Investments
On December 4, 2024, URW acquired a 38.9% complementary stake in URW Germany GmbH and its related entities (together “URWG”) from its joint venture partner Canada Pension Plan Investment Board (“CPP Investments”). The acquisition is an off-market transaction, in the context of an existing shareholders’ agreement and increases URW’s stake in URWG to 89.9%. Both partners retained 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, which has been accounted for on the line “Current commitment to external non-controlling interests”. This acquisition was financed through the issuance of 3.254 Mn new URW Stapled Shares. These Stapled Shares were provided to CPP Investments as consideration for their contribution in kind of the 38.9% stake in URWG. The market value of these newly created Stapled Shares was €250.4 Mn, corresponding to the closing price of the URW shares on December 4, 2024. All URWG entities were fully consolidated before the acquisition of the complementary stake of 38.9%. Thus, the result of the transaction was recorded within equity leading to an increase of the equity attributable to the holders of the Stapled Shares by €442.4 Mn, a decrease of external non-controlling interests by -€301.9 Mn, and decrease of current accounts with non-controlling interests for -€204.8 Mn.
Disposal of Equinoccio in Spain
On January 30, 2024, URW closed the disposal of Equinoccio in Spain to Atitlan for a disposal price of €34 Mn.
Disposal of Westfield Annapolis
On August 20, 2024, the Group completed the sale of Westfield Annapolis for $160 Mn (at 100%, URW share 55%) to a consortium of industry partners that include Centennial and Sandeep Mathrani, founder of Atlas Hill RE, with backing from Waterfall Asset Management and Lincoln Property Company.
Disposal of Aupark
On September 26, 2024, URW disposed a student housing land plot in the UK adjacent to Westfield Stratford City (Meridian Square) for a disposal price of £62 Mn.
On September 30, 2024, URW disposed of its units in the shopping centre La Valentine located in Marseille, France for a disposal price of €49.1 Mn.
On November 12, 2024, URW completed the sale of the office component of the Gaîté Montparnasse mixed-use complex in Paris, France, to a joint venture between Norges Bank Investment Management and Swiss Life Group for a Total Acquisition Cost of €172.5 Mn through a share deal. The transaction reflects a 4% discount to the latest unaffected book value.
On November 26, 2024, URW completed the disposal of Pasing Arcaden, to Ingka Centres, part of the Ingka Group (which also includes IKEA Retail and Ingka Investments), for a net disposal price of €388 Mn at 100%.
URW received the full proceed following the acquisition of a 38.9% stake in URW Germany.
The disposal results on the above-mentioned transactions are recorded in the consolidated statement of comprehensive income:
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
On December 30, 2024, URW completed the disposal of 25% stake in Centrum Černý Most in Prague, Czech Republic, to Upvest and RSJ Investments (“the Partners”). The transaction is achieved at an implied offer price of €553 Mn (at 100%).
The transaction has established a long-term joint venture, with the Partners having the option to acquire an additional stake of up to 24% within the next two years based on the appraisal value at that time, taking into account the benefit of the ongoing extension. URW will continue to manage the asset, which remains fully consolidated by the Group, and will generate asset and property management fees.
Consequently, the result of the transaction was recorded in the equity attributable to the holders of the Stapled Shares for €12.1 Mn, including the transaction costs.
announced the retail opening of Westfield Hamburg-Überseequartier on April 8, 2025. The delay allowed for additional time necessary to complete the commissioning phase of the retail component of the project, with the project’s Mechanical, Electrical and Plumbing (MEP) systems now in the final testing and inspection phase. The opening date has been selected in collaboration with tenants and is aligned with the Spring retail calendar.
The Total Investment Cost (“TIC”) of the Westfield Hamburg project amounts to €2.45 Bn1, an increase of c. €0.8 Bn since December 31, 2023.
On February 1, 2023, the Group completed the sale of the Westfield North County ground lease located in Escondido, California, to Bridge Group Investments and Steerpoint Capital, transferring ownership and management of the asset. The sale price of $57 Mn (at 100%, URW share 55%) for the asset, which has 30 years left on its ground lease, reflects the property’s book value as at December 31, 2022.
On May 25, 2023, URW disposed Westfield Brandon Shopping Centre in the US. The sale price of $220 Mn (URW share 100%) reflects a 10.0% net initial yield and a 4.4% discount to the latest unaffected appraisal.
On May 25, 2023, the Group announced the disposal of “V” office building in France. The sale price of €95 Mn is in line with the last unaffected appraisal value and delivers a double-digit internal rate of return and a net initial yield of 5.7%.
On July 4, 2023, the Group disposed a stake of 50% in Hôtel Salomon de Rothschild. After this operation, the asset is accounted for using the equity method.
On July 21, 2023, the Group completed the sale of Westfield Mission Valley Shopping Centres in San Diego, California, for a total amount of $290 Mn (at 100%, URW share 42%), including the sale of Westfield Mission Valley “East” to Lowe Enterprises and Real Capital Solutions, and Westfield Mission Valley “West” to Sunbelt Investment Holdings Inc. The transaction value reflects a combined initial yield of 8.5% on the in-place net operating income (“NOI”) and a 12% discount to the last unaffected appraisal.
On September 4, 2023, the Group completed the sale of Westfield Valencia Town Center, in Santa Clarita, California, to Centennial Real Estate at a total value of $199 Mn (at 100%, URW share 50%), above the $195 Mn debt amount (at 100%, URW share 50%) on the asset. The transaction value reflects less than 3% discount to its last unaffected appraisal.
On October 31, 2023, the Group completed the sale of Novotel Lyon Confluence in France to a hospitality investor. The NDP reflects a +21.2% premium to the latest unaffected appraisal.
The disposal results on the above-mentioned transactions are recorded in the Consolidated statement of comprehensive income:
(1) Excluding usual lease incentives and including expected cost recovery thorough claim management of about €80 Mn.
5.
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On October 26, 2023, San Francisco Centre was put on foreclosure. The Group lost control of the asset (asset value of $301 Mn as at June 30, 2023) and the companies holding it were thus deconsolidated together with the debt allocated to it ($340 Mn).
On April 21, 2023, URW completed the acquisition of the remaining 50% stake in the Croydon Partnership at a price in line with the last unaffected appraisal value and for a site which comprises a 10-hectare parcel which includes the Whitgift and Centrale shopping centres as well as high street retail frontage, office blocks and multi-storey car parks in the heart of the designated Greater London Authority Opportunity Area in South London.
Thus, the consolidation method used for Croydon Partnership was changed from equity method (before the acquisition) to full consolidation.
The purchase price accounting was based on 100% of the asset corresponding to the stake of 50% acquired and the revalued stake of 50% previously held and led to a positive impact of €3.3 Mn (£2.9 Mn) recorded in Valuation movements on assets in the consolidated statement of comprehensive income.
Following the request filed by URW with Euronext as announced on February 9, 2023, the Group obtained the approval of the Euronext Listing Board on February 28, 2023, to change its market of reference from Euronext Amsterdam to Euronext Paris and delist the URW Stapled Shares from Euronext Amsterdam, while maintaining their listing on Euronext Paris.
Pursuant to the timing validated by Euronext:
On June 20, 2023, the Group launched an any-and-all par-for-par Exchange Offer on its €1.25 Bn hybrid Perp-NC23 notes (“Old Notes”) into a combination of (i) new Euro denominated Perp-NC28 hybrid notes with a coupon of 7.25% (“New Notes”) and (ii) a cash amount when applicable. The terms and conditions of the New Notes provide the issuer with a call option in 2028.
The first of its kind by a corporate issuer, the Exchange Offer was successfully completed on June 26, 2023(1), with a participation rate of 92%, corresponding to:
The newly issued perpetual hybrid is defined as an equity instrument as per IAS 32. Accordingly, the Group’s overall hybrid portfolio amounts to €1,845 Mn (corresponding to a reduction of 7.8%).
The amount of €155 Mn, as well as the accrued interests of €17 Mn, was paid out at the Settlement Date (July 3, 2023).
(1) With a Settlement Date of July 3, 2023.
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
In accordance with EC regulation no. 1606/2002 of July 19, 2002, on the application of international accounting standards, URW has prepared its consolidated financial statements for the financial year ending December 31, 2024, under IFRS as adopted in the European Union (“EU”) and applicable at this date.
These can be consulted on the website: http://ec.europa.eu/finance/company-reporting/ifrs-financialstatements/index_en.htm.
The accounting principles and methods used are the same as those applied for the preparation of the annual consolidated financial statements as at December 31, 2023, except for the application of the new mandatory standards and interpretations described below.
These standards, amendments and interpretations do not have a significant impact on the Group’s accounts as at December 31, 2024.
The following text has been adopted by the EU as at December 31, 2024, but not applied in advance by the Group:
The following texts were published by the International Accounting Standards Board (“IASB”) but have not yet been adopted by the EU:
The measurement of the potential impacts of these texts on the consolidated accounts of URW is ongoing; no significant impacts are expected.
Certain amounts recorded in the consolidated financial statements reflect estimates and assumptions made by management in regards of complex geopolitical and macro-economic environment and difficulties in assessing their impacts 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, the estimation of the provision for doubtful debtors, 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.
The most significant judgements and estimates are set out in the following notes to the consolidated financial statements as at December 31, 2024: for the valuation of investment properties, note 5.1 “Investment properties”; for the intangible assets and goodwill, notes 5.3 “Intangible assets” and 5.4 “Goodwill”; for provision for doubtful debtors, note 7.5.3 “Credit risk”; and for fair value of financial instruments, note 7.4 “Hedging instruments”. Actual future results or outcomes may differ from these estimates. The property portfolios related to the Shopping Centres, Offices & Others and Convention & Exhibition (“C&E”) segments are valued by independent appraisers. Appraisers make their independent assessments of current and forward-looking cash flow profiles and usually reflect risk either in the cash flow forecasts (e.g. future rental levels, growth, investment requirements, void periods and incentives), in the applied required returns or discount rates, or in the yield applied to capitalise the exit rent to determine an exit value.
risks associated with climate change. These risks are in turn integrated into the Enterprise Risk Management framework.
In October 2023, URW announced a comprehensive evolution of the Better Places roadmap setting ambitious SBTi -approved (Science Based Targets initiative) net-zero targets in terms of carbon emissions reduction and reinforcing its environmental performance objectives, with the aim to develop and operate places that provide sustainable experiences and contribute to thriving communities.
URW’s commitments are focused on enhancing the Group’s greenhouse gas (“GHG”) emissions reduction efforts, introducing a net-zero target on Scopes 1 & 2 in 2030 (2) and a net-zero target on Scopes 1, 2 & 3 by 2050, all approved by the SBTi.
The Group aims to reduce by -50% its Scope 1, 2 & 3 GHG emissions across its value chain by 2030, with a target to reduce emissions by -90% across Scopes 1 & 2 (3).
Since 2021, 100% of URW’s electricity consumption has come from renewable energy sources (4). URW will increase its renewable electricity production capacity through on-site and off-site renewable electricity projects. Benefits to URW include reducing its total carbon footprint and generating a return on investment.
The Group targets 50 MWp of on-site solar capacity by 2030 in Europe (2024: 18 MWp (5)), with 28 MWp of projects already underway in 34 shopping centres in all countries.
a year on identified solar photovoltaic (“PV”) projects. These investments will generate significant financial savings, with full effect from 2030 onwards (€23 Mn per year and a return on investment over 8% for solar PV projects).
Sustainability is embedded in URW’s business strategy, integrated into the highest levels of governance and taken into consideration in key decisions, in particular investments.
The Company’s corporate governance has received clear recognition, with top level specific corporate governance sub-scores from ESG (environmental, social and governance) rating agencies such as ISS-ESG (B; prime status) and Sustainalytics (1st company worldwide in their Global Universe).
The Group’s existing short- and long-term ESG compensation incentives are aligned with the updated Better Places roadmap. Currently, 10% of the MB and Executive Committee annual Short-Term Incentive (“STI”) is contingent on meeting sustainability performance goals, and every recipient of STI has at least one ESG objective. 25% of long-term incentives, received by around 20% of employees, are tied to sustainability performance.
(1) Performance is reported on a Better Places scope, consistent with past performance and commitments taken in June 2023, differing from the scope expected by CSRD. All details are available in the Sustainability Statement (Chapter 3).
(2) From 2015 levels, in absolute value. URW’s Scope 3 GHG emissions include construction activities, operations including tenant energy consumption, and transport from visitors.
(3) From 2015 levels.
(4) Group-wide, common areas, retail, offices and C&E.
(5) Total installed renewable energy capacity.
(6) On a proportionate basis.
(7) On a proportionate basis.
(8) On a proportionate basis.
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The potential impacts of climate change and risks have been analysed in the context of the 2024 Group Financial Statements closing, based on the above-mentioned facts and assumptions.
A significant amount of information has been made available to the appraisers in relation to several ESG KPIs on an asset-by-asset basis (1) in connexion with a new AFREXIM ESG scorecard built by main valuation firms, international shopping centres landlords and some French institutions representing a large scope of retail market participants.
and II, climate risk studies outcomes, on-site renewable energy production and presence of EV chargers. Appraisers have reviewed and considered the information provided in their valuation process. Capex(2) to be spent in the next 5 years for the Energy Action Plan defined by the Group (circa €100 Mn on a proportionate basis) and its Better Places Net zero trajectory were integrated in the valuation model.
The information relating to the Group’s ESG roadmap provided during the Investors Day in October 2023 was updated so that appraisers could integrate it in their H2-2024 valuations.
As at December 31, 2024, the total credit lines featuring with green or sustainable indicators stands at €7.1 Bn, and the sustainability-linked term loans amount to €0.4 Bn.
The Group currently has two frameworks for its green financing:
On September 4, 2024, the Group secured additional liquidity through the successful issuance of a €1.3 Bn dual-tranche Green Bond comprising: €650 Mn with a 5-year maturity and a 3.500% fixed coupon, and a €650 Mn with a 10-year maturity and a 3.875% fixed coupon.
As at December 31, 2024, the outstanding nominal value of Green Bonds amounts to €2.6 Bn.
(1) For European shopping centres.
(2) Refer to Capex to be spent for the Energy Action Plan and the Better Places Net zero trajectory defined by the Group. They relate to both aligned and non-aligned assets and thus are not comparable with the scope of Capex disclosed for the purpose of the Taxonomy reporting (which integrates all Capex on aligned assets only).
380
The scope of consolidation includes all companies controlled by URW and all companies in which the Group exercises joint control or significant influence.
According to IFRS 10, an investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
The Group considers all facts and circumstances when assessing whether it controls an investee. The control over an investee is reassessed if facts and circumstances indicate that there are changes to one or more of the elements mentioned above.
The method of consolidation is determined by the type of control exercised:
Group companies with a functional currency different from the presentation currency
currency is the currency of the principal economic environment in which it operates.
The results and financial position of all the Group entities that have a functional currency different from the presentation currency, the euro, are translated into the presentation currency as follows:
The Group’s entities can realise operations in a foreign currency which is not their own functional currency. These transactions in foreign currencies are translated into euros at the spot exchange rate on the date of the transaction. At the closing date, monetary assets and liabilities denominated in foreign currency are translated into functional currency at the exchange rate on that date. Foreign exchange differences arising on translation or on settlement of these transactions are recognised in the income statement account, with the exception of:
The ineffective portion are recognised in the income statement account.
Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currency are translated using the exchange rate on the date of transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated into euros at exchange rates on the dates the fair value was determined and are reported as part of the fair value gain or loss.
To identify whether a transaction is a business combination, the Group notably considers whether an integrated set of activities is acquired besides the investment property. The criteria applied may include the number of property assets held by the target company, the extent of the acquired processes and, particularly, the auxiliary services provided by the acquired entity. If the acquired assets are not a business, the transaction is recorded as an asset acquisition.
Business combinations are accounted for using the acquisition method. The acquisition is recognised at the aggregate of the consideration transferred, measured at acquisition date fair value, and the amount of any non-controlling interest in the acquiree. For each business combination, the acquirer measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets.
Acquisition costs incurred are recorded as expenses. For the companies accounted for using the equity method, acquisition costs are capitalised in the value of the shares.
At the date of acquisition and in accordance with IFRS 3 (Revised), identifiable assets and liabilities of the acquired company are valued individually at their market value regardless of their purpose based upon current best estimates at such date. It is possible that further adjustments to initial evaluation may be recognised within 12 months of the acquisition in accordance with IFRS rules.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through the net comprehensive income.
Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date. Subsequent changes to the fair value of any contingent consideration classified as liability will be recognised in the income statement.
Under IFRS 3 (Revised), the acquisition of additional shares from non-controlling shareholders is regarded as an equity transaction and therefore no additional goodwill is recognised.
Consequently, when non-controlling shareholders have an agreement to sell, non-controlling interests are reclassified as debt at the present value of the exercise price. The difference between the latest value and the net carrying value of the non-controlling interests is recognised as equity attributable to the holders of the Stapled Shares. Any subsequent change in debt is also accounted for as equity attributable to the holders of the Stapled Shares. Income from non-controlling interests and dividends are recorded in equity attributable to the holders of the Stapled Shares.
set up of the transaction and governance of URW NV, the entity and its subsidiaries are fully consolidated.
The holders of the Stapled Shares are entitled to the same rights and obligations with respect to URW SE and URW NV. As a consequence, the 60% economic interest in URW NV directly held by such holders is reflected under the caption “Net result for the period attributable to the holders of the Stapled Shares”, which is split between:
On the face of the statement of financial position, the caption “Equity attributable to the holders of the Stapled Shares” is split between “Equity attributable to Unibail-Rodamco-Westfield SE members” and “Equity attributable to Unibail-Rodamco-Westfield N.V. members”.
The significant controlled partnerships are presented below.
The Viparis entities are equally held by URW SE and its partner, the CCIR (Paris-Ile-de-France Regional Chamber of Commerce and Industry). The relevant activities for these entities are the management of the C&E venues. The managing director, who holds the executive powers for the management of these relevant activities, is designated by URW SE. The chairman, who has a non-executive role, is nominated by the partner and has no casting vote. Each partner has the same number of directors in the MB. In the event of a tie vote, the directors designated by the Group have a casting vote.
There is no casting vote held by other governance or supervisory bodies (shareholders’ general meetings) which could question this control. The Group therefore considers that it has the full control of the Viparis entities and thus the Viparis entities are fully consolidated.
Propexpo is a real estate company which owns part of the Viparis assets and is equally held by URW SE and CCIR. The relevant activities are the leasing, equipment, building, renovation as well as the management, servicing and maintenance of these assets. The managing director, a Group company, cannot be removed without the agreement of the Group. The executive chairman is designated by the Group, whereas the non-executive vice-president is designated by the CCIR.
Following the acquisition on December 4, 2024, of a 38.9% stake in URW Germany GmbH (see note 1.1.1 “Acquisitions in 2024”), the Group has increased its stake in the company to 89.9%. CPP Investments holds a minority interest of 10.1% and has an option to sell its shares to URW SE. The governance has been updated and the Group is entitled to nominate all the members of URW Germany GmbH’s SB as well as the Chief Executive Officer of the company. As a result, the Group controls URW Germany GmbH, which continues to be fully consolidated.
The Westfield Parly 2 shopping centre (Paris region) is held by the Group and the Abu Dhabi Investment Authority. The relevant activities are the leasing, equipment, building and renovation, as well as the management, servicing and maintenance of the Westfield Parly 2 shopping centre. The managing director of Westfield Parly 2 is a URW company, designated for an indefinite term, which holds powers in order to administrate the companies and obtain the authorisations needed for their activities. There is no casting vote held by other governance or supervisory bodies (management boards, shareholders’ general meetings) which could question this control. As a result, the Group controls the asset and is therefore fully consolidated.
As at December 31, 2024, the Westfield shopping centre and the parking Forum des Halles located in Paris are held by the Group (65%) and an insurance company, AXA (35%). The managing director is a URW company, designated for an indefinite term, which holds powers in order to administrate the company and obtain the authorisations needed for its activities and cannot be removed without the agreement of the Group. On January 6, 2025, URW announced the sale of an additional 15% stake to CDC Investissement Immobilier, on behalf of Caisse des Dépôts (CDC). URW keeps the control over the asset and the joint venture will be fully consolidated with an interest rate of 50%. (see note 14. Subsequent events).
The asset is held 53.3% by the Group and 46.7% by 2 insurance companies. The managing director is a URW company, designated for an indefinite term, which holds large powers in order to administrate the company and obtain the authorisations needed for its activities and cannot be removed without the agreement of the Group. The asset is therefore fully consolidated.
The asset is held 55% by the Group and 45% by Société Générale Assurances and BNP Paribas Cardif.
The managing directors are selected and appointed by URW for an indefinite period. They hold large powers in order to administrate the company and obtain the authorisations needed for its activities. All the decisions, including the budget, which are not reserved matters can be taken by URW without the approval of the minority shareholders. Reserved matters requiring the approval of the partner are set with high thresholds and are protective for the partner.
The asset is therefore fully consolidated.
The asset is held 75% by the Group and 25% by Upvest and RSJ Investments (“the Partners”). A long-term joint venture has been established, with the Partners having the option to acquire an additional stake of up to 24% within 2027 based on the appraisal value at that time, taking into account the benefit of the ongoing extension. URW has the control over the JV by proposing all directors, appointed and recalled by the General Meeting. Reserved matters are not restrictive and aim to be protective for the minority partner. URW has a development management agreement, a property management agreement and an asset management agreement for a duration of 15 years. The asset is therefore fully consolidated.
| (€ Mn) | 2024 | 2023 |
|---|---|---|
| Acquisition price of shares | (33.5) | (50.1) |
| Cash and current accounts | (35.4) | (22.6) |
| Acquisition of subsidiaries net of cash acquired | (68.9) | (72.6) |
In 2024, comprise mainly the acquisition of complementary stakes of 50% in Westfield Montgomery and CH Ursynów (see note 1.1.1 Acquisitions in 2024), as well as the acquisition of the office building 20-24 Ibert in Levallois-Perret, France.
The result on disposal of investment properties and loss of control includes both the result on disposal of assets and the result on disposal of shares.
| (€ Mn) | 2024 | 2023 | |
|---|---|---|---|
| Net capital gains/losses on disposal of assets | 16.6 | 36.4 | |
| Proceeds from disposal of assets | 497.3 | 347.1 | |
| Carrying values of disposed assets | (480.7) | (310.7) | |
| Net capital gains/losses on disposal of shares | (25.2) | (46.7) | |
| Proceeds from disposal of shares | 124.7 | 9.4 | |
| Carrying values of disposed shares | (149.9) | (56.0) | |
| Net capital gains/losses on disposal of investment properties and loss of control | (8.6) | (10.3) |
| (€ Mn) | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Net price of shares sold | 313.0 | 7.1 | ||||
| Cash and current accounts | 113.6 | 216.5 |
| Disposal of shares/consolidated subsidiaries | 426.5 | 223.6 |
|---|---|---|
| Disposal of investment properties | 493.7 | 298.8 |
(1) In 2024, refers mainly to the disposal of Centrum Černý Most, Gaîté Montparnasse Offices, Aupark and La Valentine described in note 1.1.2. The disposal result of Centrum Černý Most is booked within the Shareholders’ equity (see note 1.1.2) and as a result is not shown in the proceeds from disposal of shares in the Consolidated statement of comprehensive income. In 2023, refers mainly to the disposal of Polygone Riviera described in note 1.2.1.
(2) In 2024, the difference between the proceeds from disposal of investment properties in the consolidated statement of comprehensive income and the disposal of investment properties in the consolidated statement of cash flows corresponds to some non-cash items mainly in the US. In 2023, it corresponds mainly to some non-cash items mainly in the US.
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As described in note 1.1.1 “Acquisitions in 2024”, the remaining non-controlling interests of 10.1% in URWG are classified on the line “Current commitment to external non-controlling interests” for a total amount of €65 Mn. The convertible redeemable preference shares, included in the captions “Non-current commitment to external non-controlling interests” and “Current commitment to external non-controlling interests”, refer to preferred shares held by external parties. They are measured at fair value through profit or loss.
For 2024, this item comprised mainly non-controlling interests in the following entities:
Financial statements as at December 31, 2024
lease agreements, operating expenses and capital expenses) require the approval of both partners. Each year, the annual budget plan comprising gross income and operating expenses, capital expenditure, rent levels projected to be achieved on review of rents under each lease, proposed new lettings and the projected net income, shall be approved by both partners. The arrangements between CRI and URW give equal rights to both partners in the assets and the liabilities of the partnership. Therefore, Westfield London is a joint operation company.
Segment information is presented in respect of the Group’s divisions and geographical segments, based on the Group’s management and internal reporting structure and in accordance with IFRS 8. Contributions of affiliates are also presented according to the Group’s divisions and geographical segments.
Since the joint-controlled entities represent a significant part of the Group’s operations in the US and the UK, the Group’s management and internal reporting structure segment information is prepared in a proportionate format, in which the joint-controlled entities are accounted for on a proportionate basis instead of being accounted for using the equity method under IFRS. The Group and its joint ventures use consistent accounting policies.
Therefore, the segment information presented in this section is prepared in a proportionate format.
The Group presents its result by segment: Shopping Centres, Offices & Others and C&E. The C&E segment comprises management of exhibition venues (Viparis), the shopping centre "Les Boutiques du Palais" and the management of the hotels at Porte de Versailles.
Geographical segments are determined on the basis of the Group’s definition of a home region. A home region is defined as a region with more than €1 Bn in property investment, a local organisation dedicated to all 3 business lines: the “owner function” (asset selection and management including pipeline), Shopping Centres management, the finance function and a regional consolidated reporting.
The following are considered home regions based on specific operational and strategic factors:
The following notes are presented on a proportionate basis.
1 2 3 4 6 7 8
Consolidated income statement (€Mn)
| 2024 | IFRS | Proportionate | Total 2024 | 2023 | IFRS | Proportionate | Total 2023 | |
| Gross rental income | 2,426.9 | 512.8 | 2,939.8 | 2,322.1 | 550.8 | 2,872.9 | ||
| Ground rents paid | (37.0) | (0.5) | (37.5) | (37.7) | (0.8) | (38.5) | ||
| Service charge income | 394.6 | 67.1 | 461.7 | 364.8 | 63.2 | 428.0 | ||
| Service charge expenses | (456.2) | (77.0) | (533.2) | (424.1) | (85.4) | (509.5) | ||
| Property operating expenses | (403.8) |
| (112.5) | (516.3) | (431.8) | (111.1) | (542.8) | |
|---|---|---|---|---|---|
| (502.4) | (123.0) | (625.4) | (528.7) | (134.1) | |
| (662.9) | Net rental income | 1,924.6 | 389.8 | 2,314.4 | |
| 1,793.4 | 416.7 | 2,210.1 | Property development and project management revenue | 72.7 | |
| (0.1) | 72.5 | 90.0 | 0.1 | 90.1 | |
| Property development and project management costs | (53.8) | 0.2 | (53.7) | (59.0) | |
| (0.1) | (59.2) | Net property development and project management income | 18.8 | 0.0 | |
| 18.8 | 30.9 | (0.0) | 30.9 | Property services and other activities revenues | |
| 361.9 | 0.5 | 362.4 | 284.1 | 0.8 | |
| 284.9 | Property services and other activities expenses | (259.1) | (3.8) | (262.9) | |
| (226.1) | (1.2) | (227.3) | Net property services and other activities income | 102.8 | |
| (3.2) | 99.5 |
(0.4)
57.6
| 35.6 | (20.3) | 15.3 | (169.6) | 132.6 | (37.0) |
|---|---|---|---|---|---|
| 51.2 | (16.2) | 34.9 | 48.8 | (17.3) | 31.5 |
|---|---|---|---|---|---|
| 86.7 | (36.6) | 50.2 | (120.8) | 115.4 | (5.4) |
|---|---|---|---|---|---|
| (179.6) | (4.5) | (184.1) | (199.3) | (4.9) | (204.2) |
|---|---|---|---|---|---|
| (23.6) | – | (23.6) | (31.9) | – | (31.9) |
|---|---|---|---|---|---|
| (203.2) | (4.5) | (207.7) | (231.2) | (4.9) | (236.1) |
|---|---|---|---|---|---|
| (12.7) | (0.0) | (12.7) | (8.9) | (0.0) | (8.9) |
|---|---|---|---|---|---|
| 621.9 | 81.4 | 703.4 |
|---|---|---|
| Carrying value of investment properties sold | (630.6) | (87.1) | (717.7) | (366.8) | (242.2) | (609.0) | |
|---|---|---|---|---|---|---|---|
| Result on disposal of investment properties and loss of control | (1) | (8.6) | (5.6) | (14.3) | (10.3) | (11.0) | (21.2) |
| Valuation gains on assets | 805.1 | 52.7 | 857.9 | 239.4 | 89.9 | 329.3 | |
| Valuation losses on assets | (1,883.5) | (344.7) | (2,228.2) | (2,485.4) | (537.0) | (3,022.4) | |
| Valuation movements on assets | (1,078.3) | (292.0) | (1,370.4) | (2,246.0) | (447.1) | (2,693.1) | |
| Impairment of goodwill | (39.2) | (5.8) | (45.0) | (234.0) | (8.0) | (242.1) | |
| NET OPERATING RESULT | 790.8 | 42.0 | 832.9 | (968.9) | 60.6 | (908.3) | |
| Result from non-consolidated companies | 2.7 | (0.0) | 2.6 |
| (0.0) | 2.9 | ||
|---|---|---|---|
| Financial income | 641.9 | 5.6 | 647.5 |
| 558.5 | 11.8 | 570.3 | |
| Financial expenses | (1,108.0) | (54.7) | (1,162.7) |
| (994.6) | (60.2) | (1,054.8) | |
| Net financing costs | (466.1) | (49.1) | (515.2) |
| (436.1) | (48.4) | (484.5) | |
| Fair value adjustments of derivatives, debt and currency effect | 63.8 | 16.0 | 79.8 |
| (370.0) | (12.6) | (382.6) | |
| Debt discounting | (0.1) | – | (0.1) |
| 0.8 | – | 0.8 | |
| RESULT BEFORE TAX | 391.0 | 8.9 | 399.9 |
| (1,771.2) | (0.5) | (1,771.7) | |
| Income tax expenses | (112.8) | (8.9) | (121.7) |
| (7.4) | 0.5 | (7.0) | |
| NET RESULT FOR THE PERIOD | 278.2 | (0.0) | 278.2 |
| (1,778.7) | (0.0) |
| The holders of the Stapled Shares | 146.2 | – | 146.2 |
|---|---|---|---|
| External non-controlling interests | 132.0 | – | 132.0 |
| NET RESULT FOR THE PERIOD | 278.2 | – | 278.2 |
(1,778.7) – (1,778.7)
(1) The result on disposal of investment properties and loss of control includes both the result on disposal of assets and the result on disposal of shares.
| Consolidated statement of financial position (€Mn) | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2023 |
|---|---|---|---|
| NON-CURRENT ASSETS | 46,423.5 | 1,380.6 | 47,804.1 |
| 46,621.4 | 1,510.2 | 48,131.6 | |
| Investment properties | 37,111.6 | 7,110.8 | 44,222.4 |
| 37,318.2 | 7,192.7 | 44,510.9 | |
| Investment properties at fair value | 36,708.8 | 7,063.2 | 43,772.0 |
| 36,912.8 | 7,143.2 | 44,056.0 | |
| Investment properties at cost | 402.8 | 47.6 | 450.4 |
| 405.4 | 49.5 | 454.9 | |
| Shares and investments in companies accounted for using the equity method | 7,019.5 | (5,780.5) | 1,239.0 |
| 6,980.3 | (5,741.0) | 1,239.3 | |
| Other tangible assets |
| Goodwill | 806.0 | 42.2 | 848.2 | 845.2 | 48.1 | 893.3 |
|---|---|---|---|---|---|---|
| Intangible assets | 840.2 | – | 840.2 | 829.6 | (0.1) | 829.5 |
| Investments in financial assets | 269.1 | 3.0 | 272.1 | 260.0 | 5.2 | 265.2 |
| Deferred tax assets | 12.1 | 1.3 | 13.4 | 24.4 | – | 24.4 |
| Derivatives at fair value | 250.6 | 0.9 | 251.5 | 250.7 | 2.5 | 253.2 |
| Total Current Assets | 7,122.1 | 281.6 | 7,403.7 | 6,956.7 | 328.5 | 7,285.2 |
|---|---|---|---|---|---|---|
| Properties or shares held for sale | 727.2 | – | 727.2 | 204.5 | 45.3 | 249.9 |
| Inventories | 17.6 | 29.3 |
| Trade receivables from activity | 487.9 | 91.4 | 579.3 | 506.5 | 118.5 | 625.0 |
|---|---|---|---|---|---|---|
| Tax receivables | 225.8 | 6.6 | 232.4 | 196.6 | 8.5 | 205.1 |
| Other receivables | 374.7 | 3.1 | 377.8 | 511.5 | (6.3) | 505.2 |
| Cash and cash equivalents | 5,288.9 | 151.2 | 5,440.1 | 5,502.3 | 134.2 | 5,636.5 |
| TOTAL ASSETS | 53,545.6 | 1,662.2 | 55,207.8 | 53,578.1 | 1,838.7 | 55,416.8 |
| Equity attributable to the holders of the Stapled Shares | 15,849.7 | – | 15,849.7 | 15,385.7 | – | 15,385.7 |
| Share capital | 713.1 | – | 713.1 | 695.2 | – | 695.2 |
| Additional paid-in capital | 13,384.8 | – | 13,384.8 | 13,491.1 |
| Consolidated reserves | 13,491.1 |
|---|---|
| 1,350.0 | |
| 1,350.0 | |
| 2,852.8 | |
| 2,852.8 | |
| Hedging and foreign currency translation reserves | 255.5 |
| (24.3) | |
| (24.3) | |
| Consolidated result | 146.2 |
| (1,629.1) | |
| (1,629.1) | |
| Equity attributable to Unibail-Rodamco-Westfield SE | 16,610.4 |
| 16,066.6 | |
| 16,066.6 | |
| Equity attributable to Unibail-Rodamco-Westfield N.V. | (760.7) |
| (680.9) | |
| (680.9) | |
| Hybrid securities | 1,821.1 |
| 1,821.1 | |
| 1,821.1 | |
| External non-controlling interests | 3,366.9 |
| 3,560.5 | |
| 3,560.5 | |
| TOTAL SHAREHOLDERS' EQUITY | 21,037.7 |
| 21,037.7 | 20,767.3 | – | 20,767.3 |
|---|---|---|---|
| 27,333.2 | 1,357.8 | 28,691.0 | 28,973.7 | 1,466.9 | 30,440.6 | |
|---|---|---|---|---|---|---|
| Non-current commitment to external non-controlling interests | 20.5 | 1.1 | 21.6 | 28.0 | 0.9 | 28.9 |
| Non-current bonds and borrowings | 23,419.1 | 1,238.4 | 24,657.5 | 25,082.6 | 1,357.6 | 26,440.2 |
| Non-current lease liabilities | 893.4 | 2.2 | 895.6 | 921.0 | 2.1 | 923.1 |
| Derivatives at fair value | 761.7 | – | 761.7 | 796.3 | – | 796.3 |
| Deferred tax liabilities | 1,867.2 | 88.3 | 1,955.5 | 1,781.9 | 82.6 | 1,864.5 |
| Non-current provisions | 64.9 | 3.1 | 68.0 | 64.3 | 2.7 | 67.0 |
| Guarantee deposits | 260.9 | 23.3 | 284.2 | 242.1 |
| Amounts due on investments | 19.5 | 261.6 |
|---|---|---|
| 15.7 | 0.1 | |
| 15.8 | 24.6 | |
| 0.2 | 24.8 | |
| Other non-current liabilities | 29.8 | 1.3 |
| 31.1 | 32.9 | |
| 1.3 | 34.2 | |
| 5.2 | Notes to the consolidated financial statements |
388
| Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2023 | |
|---|---|---|---|
| Consolidated | IFRS | Proportionate | Proportionate |
| Current | 5,174.7 | 304.4 | 5,479.1 | 3,837.1 | 371.8 | 4,208.9 | |
|---|---|---|---|---|---|---|---|
| Liabilities | Directly associated with properties or shares classified as held for sale | – | – | – | – | 45.3 | 45.3 |
| Current commitment to external non-controlling interests | 73.3 | 0.1 | 73.4 | 4.8 | (0.1) | 4.7 | |
| Amounts due to suppliers and other creditors | 1,122.6 | 104.5 | 1,227.1 | 1,156.0 | 151.4 | 1,307.4 | |
| Amounts due to suppliers | 240.1 | 58.7 | 298.8 | 245.0 | 52.3 | 297.3 | |
| Amounts due on investments | 578.1 | 22.2 | 600.3 | 474.0 | 33.4 | 507.4 | |
| Sundry creditors | 304.4 | 23.6 | 328.0 | 437.0 | 65.7 | 502.7 | |
| Other current liabilities | 667.6 | 30.0 | 697.6 | 738.3 | 17.7 | 756.0 | |
| Current borrowings and amounts due to credit institutions | 3,161.5 | 169.7 | 3,331.2 | 1,835.5 | 157.4 | 1,992.9 | |
| Current lease liabilities | 85.9 | 0.1 | 86.0 | 56.0 | 0.1 | 56.1 | |
| Current provisions | 63.8 | – | 63.8 | 46.5 | – | 46.5 | |
| TOTAL LIABILITIES AND EQUITY | 53,545.6 | 1,662.2 | 55,207.8 | 53,578.1 | 1,838.7 | 55,416.8 |
goodwill or recognition of negative goodwill, as well as costs directly related to a business combination, restructuring costs and other non-recurring items.
The income tax is split between recurring result and non-recurring result.
Recurring tax is the outcome of:
| 2024 | 2023 | |||
|---|---|---|---|---|
| Recurring activities | Non-recurring activities | Recurring activities | Non-recurring activities | |
| Net result by segment on a proportionate basis (€Mn) | Gross rental income | Gross rental income | ||
| SHOPPING CENTRES | 614.6 | – | 614.6 | – |
| Operating expenses and net service charges | (82.1) | – | (89.1) | – |
| Net rental income | 532.5 | – | 525.5 | – |
| Contribution of companies accounted for using the equity method | 37.8 | (7.9) | 36.8 | (42.8) |
| Gains/losses on sales of properties | – | (5.2) | – | (41.8) |
| Valuation movements on assets | – | (58.9) | – | (695.7) |
| Impairment of goodwill | – | – | – | (183.8) |
| Result from operations Shopping | 570.3 | (71.9) | 562.3 | (964.1) |
| Gross rental income | 204.0 | – | 204.0 | 192.7 | – | 192.7 |
|---|---|---|---|---|---|---|
| Operating expenses and net service charges | (19.6) | – | (19.6) | (23.7) | – | (23.7) |
| Net rental income | 184.4 | – | 184.4 | 169.0 | – | 169.0 |
|---|---|---|---|---|---|---|
| Gains/losses on sales of properties | – | (3.3) | (3.3) | – | 3.7 | 3.7 |
| Valuation movements on assets | – | 60.2 | 60.2 | – | (144.1) | (144.1) |
| Result from operations | 184.4 | 56.9 | 241.2 | 169.0 | (140.5) | 28.6 |
| Gross rental income | 745.6 | – | 745.6 | 782.3 | – | 782.3 |
|---|---|---|---|---|---|---|
| Operating expenses and net service charges | (238.3) | – | (238.3) | (247.0) | – | (247.0) |
| Net rental income | 507.3 | – | 507.3 | 535.3 | – | 535.3 |
|---|---|---|---|---|---|---|
| Contribution of companies accounted for using the equity method | – | – | – | – | (25.4) | (25.4) |
| Gains/losses on sales of properties | – | (2.4) | (2.4) | – | 9.9 | 9.9 |
| Valuation movements on assets | – | (389.0) | (389.0) | – | (689.4) | (689.4) |
| Result from operations Shopping Centres United States | 507.3 | (391.4) | 115.9 | 535.3 | (704.9) | (169.6) |
| 268.0 | – | 268.0 | 246.6 | – | 246.6 | |
|---|---|---|---|---|---|---|
| Operating expenses and net service charges | (0.3) | – | (0.3) | 2.1 | – | 2.1 |
| Net rental income | 267.7 | – | 267.7 | 248.8 | – | 248.8 |
|---|---|---|---|---|---|---|
| Contribution of companies | 46.1 | (21.3) | 24.8 | 46.9 | (8.0) | 38.9 |
| Gains/losses on sales of properties | (3.6) | (3.6) | – | 2.2 | 2.2 | ||
|---|---|---|---|---|---|---|---|
| Valuation movements on assets | – | 353.7 | 353.7 | – | 81.9 | 81.9 | |
| Result from operations | Shopping Centres | 313.8 | 328.8 | 642.6 | 295.7 | 76.2 | 371.9 |
| Gross rental income | 159.6 | – | 159.6 | 147.8 | – | 147.8 | |
| Operating expenses and net service charges | (44.2) | – | (44.2) | (36.0) | – | (36.0) | |
| Net rental income | 115.4 | – | 115.4 | 111.8 | – | 111.8 | |
| Valuation movements on assets | – | (45.9) | (45.9) | – | (149.5) | (149.5) | |
| Result from operations | Shopping Centres Austria | 115.4 | (45.9) | 69.4 | 111.8 | (149.5) | (37.8) |
| Gross rental income | 149.9 | – | 149.9 | 146.7 | – | 146.7 | |
| Operating expenses and net service charges | (20.0) | – | (20.0) | (20.4) | – | (20.4) | |
| Net rental income | 129.9 | – | 129.9 | 126.3 | – | 126.3 |
| Contribution of companies accounted for using the equity method | 3.2 | (3.8) | (0.6) | 2.7 | (11.3) | (8.7) |
|---|---|---|---|---|---|---|
| Gains/losses on sales of properties | – | (32.0) | (32.0) | – | (1.5) | (1.5) |
| Valuation movements on assets | – | (711.4) | (711.4) | – | (285.1) | (285.1) |
| Impairment of goodwill | – | (45.0) | (45.0) | – | (58.3) | (58.3) |
| Result from operations | 133.1 | (792.2) | (659.1) | 128.9 | (356.1) | (227.2) |
| Gross rental income | 124.2 | – | 124.2 | 117.9 | – | 117.9 | |
|---|---|---|---|---|---|---|---|
| Operating expenses and net service charges | (12.1) | – | (12.1) | (15.7) | – | (15.7) | |
| Net rental income | 112.2 | – | 112.2 | 102.2 | – | 102.2 | |
| Gains/losses on sales of properties | – | (0.7) | (0.7) | – | 1.3 | 1.3 | |
| Valuation movements on assets | – | 3.0 | 3.0 | – | (156.9) | (156.9) | |
| Result from operations | Shopping Centres | 112.2 | 2.3 | 114.5 | 102.2 | (155.6) | (53.4) |
| Gross rental income | 100.5 | – | 100.5 | 92.3 | – | 92.3 | |
|---|---|---|---|---|---|---|---|
| Operating expenses and net service charges | (14.4) | – | (14.4) | (14.8) | – | (14.8) | |
| Net rental income | 86.1 | – | 86.1 | 77.5 | – | 77.5 | |
| Gains/losses on sales of properties | – | (0.1) | (0.1) | – | 0.1 | 0.1 | |
| Valuation movements on assets | – | 27.2 | 27.2 | – | (81.2) | (81.2) | |
| Result from operations | Shopping Centres The Netherlands | 86.1 | 27.1 | 113.3 | 77.5 | (81.1) | (3.5) |
1 2 3 4 6 7 8
390
| 2024 | 2023 | Recurring | Non-recurring | Recurring | Non-recurring | Net result by segment on a proportionate basis (€Mn) |
|---|---|---|---|---|---|---|
| Gross rental income | 211.9 | – | 211.9 | 233.1 | – | 233.1 |
| Operating expenses and net service charges | (74.0) | – | (74.0) | (98.7) | – | (98.7) |
| Net rental income | 137.9 | – | 137.9 | 134.4 | – | 134.4 |
| Contribution of companies accounted for using the equity method | (0.1) | – | (0.1) | – | – | – |
| Valuation movements on assets | – | 45.9 | – | – | – | – |
| 137.8 | 45.9 | 183.7 | 134.4 | (24.4) | 110.0 |
|---|---|---|---|---|---|
| 2,160.3 | (840.4) | 1,320.0 | 2,117.2 | (2,500.0) | (382.8) |
|---|---|---|---|---|---|
| 82.2 | – | 82.2 | 70.3 | – | 70.3 |
|---|---|---|---|---|---|
| (1.4) | – | (1.4) | (4.5) | – | (4.5) |
|---|---|---|---|---|---|
| 80.9 | – | 80.9 | 65.8 | – | 65.8 |
|---|---|---|---|---|---|
| (0.0) | (2.0) | (2.1) | (0.1) | (2.9) | (3.0) |
|---|---|---|---|---|---|
| – | (14.9) | (14.9) | – | (5.4) | (5.4) |
|---|---|---|---|---|---|
| – | (139.6) |
|---|---|
| France | Other countries | |
|---|---|---|
| Gross rental income | 80.8 | (156.6) |
| Operating expenses and net service charges | (9.9) | (9.4) |
| Net rental income | 21.6 | 18.1 |
| Gains/losses on sales of properties | – | 47.9 |
| Valuation movements on assets | – | (472.1) |
| Total Result from Operations Offices & Others | 102.4 | (580.8) |
| Gross rental income | 248.0 | – | 248.0 |
|---|---|---|---|
| 201.1 | – | 201.1 | |
| Operating expenses and net service charges | (109.3) | – | (109.3) |
| (105.7) | – | (105.7) | |
| FRANCE | |||
| Net rental income | 138.6 | – | 138.6 |
| 95.4 | – | 95.4 | |
| On-site property services net income | 81.2 | – | 81.2 |
| 37.2 | – | 37.2 | |
| Contribution of companies accounted for using the equity method | (1.1) | (0.6) | (1.8) |
| (0.9) | (0.4) | (1.2) | |
| Valuation movements, depreciation, capital gains | – | (49.5) | (49.5) |
| – | (99.3) | (99.3) | |
| TOTAL RESULT FROM OPERATIONS C\&E | 218.6 | (50.1) | 168.5 |
| 131.7 | (99.6) | 32.1 | |
| Net property development and project management income | 18.8 | – |
| Other property services net income | 35.8 | – | 35.8 | 39.9 | – | 39.9 |
|---|---|---|---|---|---|---|
| General expenses | (179.2) | – | (179.2) | (199.4) | – | (199.4) |
| Development expenses | (4.9) | – | (4.9) | (4.7) | – | (4.7) |
| Acquisition and other costs | – | (12.7) | (12.7) | – | (8.9) | (8.9) |
| NET OPERATING RESULT BEFORE DEPRECIATION AND IMPAIRMENT OF ASSETS | 2,351.9 | (1,484.0) | 867.9 | 2,199.3 | (3,037.5) | (838.2) |
| Depreciation and impairment of tangible and intangible assets | (41.0) | 6.0 | (35.0) | (51.5) | (18.6) | (70.1) |
| NET OPERATING RESULT | 2,310.8 | (1,477.9) | 832.9 | 2,147.8 | (3,056.1) | (908.3) |
| Result from non consolidated companies | 2.6 | 0.0 | 2.6 |
| Current Period | Previous Period | Current Period | Previous Period | Current Period | Previous Period | |
|---|---|---|---|---|---|---|
| Financing result | (515.2) | 79.7 | (435.6) | (484.5) | (381.9) | (866.4) |
| RESULT BEFORE TAX | 1,798.2 | (1,398.3) | 399.9 | 1,666.3 | (3,438.0) | (1,771.7) |
| Income tax expenses | (97.2) | (24.5) | (121.7) | (80.6) | 73.6 | (7.0) |
| NET RESULT FOR THE PERIOD | 1,701.0 | (1,422.8) | 278.2 | 1,585.7 | (3,364.4) | (1,778.7) |
| External non-controlling interests | (228.5) | 96.5 | (132.0) | (176.8) | 326.3 | 149.6 |
| NET RESULT FOR THE PERIOD ATTRIBUTABLE TO THE HOLDERS OF THE STAPLED SHARES | 1,472.5 | (1,326.3) | 146.2 | 1,408.9 | (3,038.0) | (1,629.1) |
(1) Non-recurring activities include valuation movements, disposals, mark-to-market and termination costs of financial instruments, bond tender premiums, impairment of goodwill or recognition of negative goodwill, amortisation of fair value of assets and liabilities recorded for the purpose of purchase price allocation, as well as restructuring costs, costs directly incurred during a business combination, and other non-recurring items.
Revenue recognition
Accounting treatment of investment property leases
Assets leased are recorded in the statement of financial position as investment property assets. Gross rental revenue is recorded on a straight-line basis over the expected term of the lease.
In the case of an Investment Property Under Construction (“IPUC”), revenues are recognised once spaces are delivered to tenants on a straight-line basis over the expected term of the lease.
According to IFRS 16, a rent relief which is not a lease modification will be directly charged to the income statement as a reduction of the Gross Rental Income (“GRI”). For rent reliefs which are considered as a lease modification, the accounting treatment depends on whether there is a counterpart received from the tenant or not.
Rent reliefs signed or expected to be signed, granted without any counterpart from the tenants, are considered as a reduction of the receivables and are charged to the income statement as a reduction of the GRI.
GRI consists of rents and similar income (e.g. occupancy compensation, key money and parking revenues) invoiced for Shopping Centres and Offices & Others properties over the period.
Under IFRS 16, the effects of rent-free periods, step rents, other rents incentives and key money are spread over the expected term of the lease.
GRI from the C&E segment includes turnover generated by the rental of exhibition space and the provision of unavoidable associated support services to this space.
| 2024 | 2023 | |
|---|---|---|
| Shopping Centres | 2,578.2 | 2,574.1 |
| France | 614.6 | 614.6 |
| Spain | 204.0 | 192.7 |
| US | 745.6 | 782.3 |
| Central Europe | 268.0 | 246.6 |
| Austria | 159.6 | 147.8 |
| Germany | 149.9 | 146.7 |
| Nordics | 124.2 | 117.9 |
| The Netherlands | 100.5 | 92.3 |
| UK | 211.9 | 233.1 |
| Offices & Others | 113.7 | 97.7 |
| France | 82.2 | 70.3 |
| Other countries | 31.4 | 27.5 |
| Convention & Exhibition | 248.0 | 201.1 |
| Total | 2,939.8 | 2,872.9 |
GRI amounted to €2,939.8 Mn (€2,872.9 Mn as at December 31, 2023), an increase of +2.3%.
392
| (€ Mn excluding taxes) | 2024 | 2023 |
|---|---|---|
| Shopping Centres | 2,079.3 | 2,033.3 |
| France | 602.1 | 603.2 |
| Spain | 203.4 | 192.2 |
| US | 412.8 | 419.3 |
| Central Europe | 254.4 | 229.3 |
| Austria | 159.6 | 147.8 |
| Germany | 96.7 | 97.5 |
| Nordics | 124.2 | 117.9 |
| The Netherlands | 100.5 | 92.3 |
| UK | 125.5 | 133.7 |
| Offices & Others | 102.0 | 90.2 |
| France | 79.9 | 68.1 |
| Other countries | 22.1 | 22.1 |
| Convention & Exhibition | 245.6 | 198.6 |
| Total | 2,426.9 | 2,322.1 |
As at December 31, 2024, minimum future rents due under leases until the next possible termination date break down as follows:
| Minimum future rents per year (€ Mn) | Shopping Centres | Offices & Others | Total |
|---|---|---|---|
| 2025 | 1,879.8 | 75.4 | 1,955.2 |
| 2026 | 1,506.4 | 65.8 | 1,572.1 |
| 2027 | 1,152.1 | 63.5 | 1,215.6 |
| 2028 | 847.1 | 59.8 | 906.9 |
| 2029 | 617.2 | 55.2 | 672.4 |
| 2030 | 436.7 | 47.0 | 483.7 |
| 2031 | 332.8 | 32.5 | 365.2 |
| 2032 | 247.8 | 23.6 | 271.4 |
| 2033 | 180.7 | 15.7 | 196.4 |
| 2034 | 118.2 | 3.1 | 121.3 |
| 2035 | 63.5 | 2.8 | 66.4 |
| Beyond | 98.3 | 3.1 | 101.4 |
| Total | 7,480.6 | 447.4 | 7,928.1 |
The operating expenses and net service charges are composed of ground rents paid, net service charge expenses and property operating expenses.
Ground leaseholds are accounted for in accordance with IFRS 16 as described in note 5.1.1 “Investment properties – Accounting principles”. Buildings constructed on land under a lease agreement are recognised in accordance with the accounting principles described in note 5.1.1 “Investment properties – Accounting principles”. Ground rents correspond to variable lease payments (or straight-lining of initial payments) for properties built on land subject to leasehold or operated under an operating contract (concession). This item mainly applies to the C&E venue of Le Bourget and Porte de Versailles in Paris, to some shopping centres, in particular in France, and to some of the airport activities in the US.
In line with IFRS 15, the Group presented service charge income and service charge expenses separately. URW is acting as principal. The net of charges re-invoiced to tenants relates mainly to vacant premises and caps on service charge.
These expenses comprise service charges borne by the owner, works-related expenses, litigation expenses, charges relating to doubtful accounts, expenses relating to property management, and expenses related to venue sites of the C&E segment.
Net property services and other activities income consists of on-site property services, airport activities and other property services net income. Revenues are recognised in accordance with IFRS 15. C&E’s contracts consist of occupancy agreements or short-term leases including provision of premises and services. Both provision of premises and services form an indivisible whole and should be combined into a single contract (and single performance obligation) for the purposes of IFRS 15 revenue recognition. Revenues are recognised over the duration of the premises lease according to the prorata temporis method. Other property services net income is recognised when the services are provided.
These fees are invoiced by property service companies for their property management activities on behalf of owners outside the Group; and
Other expenses comprise charges relating to property services, general costs and depreciation charges for related fixed assets.
| € Mn | 2024 | 2023 |
|---|---|---|
| Net property services and other activities income | 99.5 | 57.5 |
| On-site property services net income – Convention & Exhibition | 81.2 | 37.2 |
| Depreciation of tangible and intangible assets – Convention & Exhibition | (13.6) | (14.0) |
| Other property services net income | 35.8 | 39.9 |
| Depreciation of tangible and intangible assets – other property services | (3.8) | (5.6) |
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
Property development and project management income relates to Design, Development and Construction (“DD&C”) business which provides 3 types of services: provision of design, development and ultimately construction of a property project.
outcome. As such, the Group takes the view that the 3 types of contracts should be combined into a single contract (and single performance obligation) for the purposes of IFRS 15 revenue recognition.
Revenues from DD&C business consist of fixed price contracts. URW uses the input method of calculating revenue over time, which in this case is costs incurred.
Expenses comprise construction costs and related project management costs.
This item comprises personnel costs, head office and Group administrative expenses, expenses relating to development projects, not capitalised, and depreciation charges relating to equipment and software of the Group.
In 2024, acquisition and other costs amounted to -€12.7 Mn and mainly comprise restructuring costs.
In 2023, acquisition and other costs amounted to -€8.9 Mn and mainly comprise costs relating to the acquisition of Croydon in UK and other costs in US.
| Contribution of income, net | companies accounted for using the equity method | Administrative expenses | Movements and other | Impairment result on assets | Acquisition costs | Total net income | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Shopping Centres | France | 532.5 | – | 29.9 | – | (5.2) | (58.9) | – | – | 498.4 |
| Spain | 184.4 | – | – | – | (3.3) | 60.2 | – | – | 241.2 | |
| United States | 507.3 | – | – | – | (2.4) | (389.0) | – | – | 115.9 | |
| Central Europe | 267.7 | – | 24.8 | – | (3.6) | 353.7 | – | – | 642.6 | |
| Austria | 115.4 | – | – | – | – | (45.9) | – | – | 69.4 | |
| Germany | 129.9 | – | (0.6) | – | (32.0) | (711.4) | – | (45.0) | (659.1) | |
| Nordics | 112.2 | – | – | – | (0.7) | 3.0 | – | – | 114.5 | |
| The Netherlands | 86.1 | – | – | – | (0.1) | 27.2 | – | – | 113.3 | |
| United Kingdom | 137.9 | – | (0.1) | – | – | 45.9 | – | – | 183.7 | |
| Total Shopping Centres | 2,073.4 | – | 54.0 | – | (47.3) | (715.1) | – | (45.0) | 1,320.0 | |
| Offices & Others | France | 80.9 | – | (2.1) | – | (14.9) | (139.6) | – | (75.7) | |
| Others | 21.6 | – | – | – | 47.9 | (472.1) | – | – | (402.6) | |
| Total Offices & Others | 102.4 | – | (2.1) | – | 33.0 | (611.8) | – | – | (478.4) | |
| C\&E (1) | France | 138.6 | 81.2 | (1.8) | – | – | (49.5) | – | 168.5 | |
| Not allocated | – | 37.2 | – | (207.7) | – | 6.0 | (12.7) | – | (177.2) | |
| Total | 2,314.4 | 118.4 | 50.2 | (207.7) | (14.3) | 1,370.4 | (12.7) | (45.0) | 832.9 |
(1) Convention & Exhibition segment.
(2) Includes depreciation of tangible and intangible assets (-€23.6 Mn) and development expenses (-€4.9 Mn).
396
| Net property development and project management Contribution | Result on disposal of | Total net income, net companies |
|---|---|---|
property
| accounted | investment Valuation | Acquisition | operating | ||||||||||||
| Net rental income (€Mn) | and other income | using the equity method | Administrative expenses | movements and other costs | Impairment result on assets | of goodwill | 2023 | ||||||||
| Shopping Centres | France | 525.5 | – | (6.0) | – | (41.8) | (695.7) | – | (183.8) | (401.8) | |||||
| Spain | 169.0 | – | – | – | 3.7 | (144.1) | – | – | 28.6 | ||||||
| United States | 535.3 | – | (25.4) | – | 9.9 | (689.4) | – | – | (169.6) | ||||||
| Central Europe | Austria | 111.8 | – | – | – | – | (149.5) | – | – | (37.8) | |||||
| Germany | 126.3 | – | (8.7) | – | (1.5) | (285.1) | – | (58.3) | (227.2) | ||||||
| Nordics | 102.2 | – | – | – | 1.3 | (156.9) | – | – | (53.4) | ||||||
| The Netherlands | 77.5 | – | – | – | 0.1 | (81.2) | – | – | (3.5) | ||||||
| United Kingdom | 134.4 | – | – | – | – | (24.4) | – | – | 110.0 | ||||||
| Total Shopping Centres | – | 2,030.9 | – | (1.2) | – | (26.1) | (2,144.3) | – | (242.1) | (382.8) | |||||
| Offices & Others | France | 65.8 | – | (3.0) | – | (5.4) | (334.0) | – | – | (276.6) | |||||
| Others | 18.1 | – | – | – | 0.1 | (86.8) | – | – | (68.7) | ||||||
| Total Offices & Others | – | 83.8 | – | (3.0) | – | (5.3) | (420.8) | – | – | (345.2) | |||||
| C\&E (1) | France | 95.4 | 37.2 | (1.2) | – | 10.1 | (109.4) | – | – | 32.1 | |||||
| Not allocated | – | 51.3 | – | (236.1) | – | (18.6) | (8.9) | – | (212.3) | ||||||
| Total | – | 2,210.1 | 88.5 | (5.4) | (236.1) | (21.2) | (2,693.1) | (8.9) | (242.1) | (908.3) |
(1) Convention & Exhibition segment.
(2) Includes depreciation of tangible and intangible assets (-€31.9 Mn) and development expenses (-€4.7 Mn).
| Shares and investments in companies | Other | Goodwill | Investment properties | Non current assets | Properties or shares held for sale | Other current assets | Total Assets | Liabilities excluding shareholders' equity |
|---|---|---|---|---|---|---|---|---|
| (€Mn) |
| France | 11,226.5 | 547.2 | 441.1 | 37.2 | 4.9 | 212.3 | 12,469.3 | 393.8 |
|---|---|---|---|---|---|---|---|---|
| Spain | 3,241.9 | – | – | 36.5 | 294.5 | 48.5 | 3,621.5 | 278.5 |
| United States | 9,831.8 | – | – | 233.5 | – | 271.2 | 10,336.6 | 489.4 |
| Central Europe | 4,592.6 | 87.3 | 726.5 | 16.6 | – | 25.8 | 5,448.7 | 772.1 |
| Austria | 2,026.8 | 72.9 | – | 0.1 | – | 23.8 | 2,123.6 | 444.4 |
| Germany | 2,350.8 | 130.6 | 11.0 | 15.2 | – | 75.3 | 2,582.9 | 405.8 |
| Nordics | 2,416.0 | – | – | 0.5 | – | 32.1 | 2,448.6 | 435.6 |
| The Netherlands | 1,495.7 | – | – | 0.1 | – | 13.4 | 1,509.2 | 77.7 |
| United Kingdom | 2,529.7 | – | 1.4 | 167.1 | – | 178.9 | 2,877.1 | 282.6 |
| Total Shopping Centres | 39,711.9 | 838.0 | 1,180.1 | 506.7 | 299.4 | 881.3 | 43,417.3 | 3,580.1 |
| France | 986.3 | – | 51.9 | 80.7 | 427.7 | 22.6 | 1,569.2 | 64.8 |
|---|---|---|---|---|---|---|---|---|
| Others | 1,080.9 | – | – | (0.0) | – | 25.2 | 1,106.0 | 105.2 |
| Total Offices & Others | 2,067.2 | – | 51.9 | 80.7 | 427.7 | 47.7 | 2,675.3 | 170.0 |
| France | 2,443.3 | – | 7.1 | 127.7 | – | 113.0 | 2,691.1 | 180.6 |
|---|---|---|---|---|---|---|---|---|
| Not allocated | 0.0 | 10.3 | – | 779.4 | – | 5,634.5 | 6,424.1 | 30,239.5 |
| Total Dec. 31, 2024 | 44,222.4 | 848.2 | 1,239.0 | 1,494.5 | 727.2 | 6,676.5 | 55,207.8 | 34,170.1 |
398
| Investment | Shares and investments in companies | Total Liabilities excluding shareholders' equity | ||||||
|---|---|---|---|---|---|---|---|---|
| Other | Goodwill | Investment under the equity method | Other non current assets | Properties or shares held for sale | Current assets | |||
| Shopping Centres France | 11,201.2 | 547.2 | 454.7 | 38.8 | – | 234.4 | 12,476.3 | 386.6 |
| Spain | 3,441.4 | – | – | 34.4 | 33.9 | 45.5 | 3,555.2 | 292.7 | |
|---|---|---|---|---|---|---|---|---|---|
| United States | 9,216.5 | – | – | 210.0 | 135.1 | 257.5 | 9,819.1 | 576.3 | |
| Central Europe | 4,142.7 | 87.3 | 725.5 | 29.5 | 71.2 | 27.6 | 5,083.8 | 724.0 | |
| Austria | 2,056.5 | 72.9 | – | 0.1 | – | 29.5 | 2,158.9 | 443.8 | |
| Germany | 2,965.2 | 175.6 | 11.7 | 29.4 | – | 87.4 | 3,269.3 | 372.3 | |
| Nordics | 2,436.8 | – | – | 0.7 | – | 29.5 | 2,467.0 | 425.9 | |
| The Netherlands | 1,453.2 | – | – | 5.8 | – | 9.2 | 1,468.2 | 59.6 | |
| United Kingdom | 2,300.7 | – | – | 155.7 | – | 178.3 | 2,634.7 | 292.5 | |
| Total Shopping Centres | 39,214.2 | 883.0 | 1,191.9 | 504.5 | 240.2 | 898.9 | 42,932.6 | 3,573.8 | |
| Offices & Others | France | 1,578.1 | – | 38.5 | 113.7 | – | 82.1 | 1,812.4 | 54.4 |
| Others | 1,225.2 | – | – | (0.0) | 9.7 | 34.0 | 1,268.8 | 130.1 | |
| Total Offices & Others | 2,803.3 | – | 38.5 | 113.7 | 9.7 | 116.1 | 3,081.2 | 184.4 | |
| C\&E (1) | France | 2,493.4 | – | 9.0 | 123.8 | – | 142.0 | 2,768.2 | 233.8 |
| Not allocated | – | 10.3 | – | 746.1 | – | 5,878.4 | 6,634.8 | 30,657.5 | |
| Total Dec. 31, 2023 | 44,510.9 | 893.3 | 1,239.3 | 1,488.1 | 249.9 | 7,035.4 | 55,416.8 | 34,649.5 |
(1) Convention & Exhibition segment.
(2) Relates mainly to tangible and intangible assets.
(3) Refers mainly to the derivatives and intangible assets.
(4) Includes mainly cash and cash equivalents.
| 2024 | 2023 | ||
|---|---|---|---|
| Investments in investment properties at fair value (€Mn) | Investments in investment properties at cost | ||
| Total investments | Total investments |
| Country | Value 1 | Value 2 | Value 3 | Value 4 | Value 5 | Value 6 |
|---|---|---|---|---|---|---|
| France | 136.3 | 9.3 | 145.5 | 168.7 | 7.1 | 175.8 |
| Spain | 27.5 | 8.0 | 35.5 | 85.2 | 9.5 | 94.7 |
| United States | 119.4 | 5.1 | 124.5 | 165.2 | 14.6 | 179.8 |
| Central Europe | 47.5 | 5.1 | 52.6 | 21.9 | 6.9 | 28.7 |
| Austria | 15.6 | – | 15.6 | 45.2 | – | 45.2 |
| Germany | 569.3 | – | 569.3 | 226.4 | 93.2 | 319.6 |
| Nordics | 39.2 | 0.6 | 39.8 | 69.1 | 2.4 | 71.5 |
| The Netherlands | 13.1 | 2.4 | 15.5 | 16.2 | – | 16.2 |
| United Kingdom | 68.7 | – | 68.7 | 52.7 | – | 52.7 |
| Total Shopping Centres | 1,036.5 | 30.5 | 1,067.1 | 850.6 | 133.7 | 984.3 |
| Country | Value 1 | Value 2 | Value 3 | Value 4 | Value 5 | Value 6 |
|---|---|---|---|---|---|---|
| France | 66.4 | 6.3 | 72.6 | 78.7 | 17.8 | 96.6 |
| Others | 245.0 | 6.4 | 251.4 | 153.6 | 76.8 | 230.4 |
| Total Offices & Others | 311.4 | 12.7 | 324.1 | 232.3 | 94.7 | 327.0 |
| Country | Value 1 | Value 2 | Value 3 | Value 4 | Value 5 | Value 6 |
|---|---|---|---|---|---|---|
| France | 57.9 | – | 57.9 | 57.0 | – | 57.0 |
| Total | 1,405.8 | 43.2 | 1,449.0 | 1,139.9 | 228.3 | 1,368.2 |
(1) Convention & Exhibition segment.
(2) Before transfer between category of investment property.
Investment properties (IAS 40 and IFRS 13)
In accordance with IAS 40, investment properties are shown at their fair value. According to IFRS 13, the fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e. an exit price). Expectations about future improvements or modifications to be made to the property interest to reflect its highest and best use have to be considered in the appraisal, such as the renovation of or an extension to the property interest.
URW complies with the IFRS 13 fair value measurement rule and the position paper(1) on IFRS 13 established by the European Public Real Estate Association (“EPRA”), the representative body of the publicly listed real estate industry in Europe.
Transaction costs incurred for an asset deal are capitalised in the value of the investment property. Capitalised expenses include capital expenditures, eviction costs, capitalised financial interests, external letting fees invoiced by third parties and other internal costs related to development projects.
In accordance with IFRS 16 and IAS 40, the right-of-use assets arising from leased property which meet the definition of an investment property are measured at fair value.
IPUC are covered by IAS 40 and are eligible to be measured at fair value. In accordance with the Group’s investment properties valuation method, they are measured at fair value by a qualified independent external appraiser twice a year. As part of the recommendations of the Royal Institution of Chartered Surveyors, URW applies a rotation on the appraisal mandates on a regular basis; the last rotation occurred in 2021. Projects for which the fair value is not reliably determinable are measured at cost until such time that a fair value measurement becomes reliable, or until 1 year before the construction completion.
value measurement once all 3 of the following criteria are fulfilled:
If the time to delivery is less than 1 year, the project is accounted for at fair value.
For properties measured at fair value, the market value adopted by URW is determined on the basis of appraisals by qualified independent external experts, who value the Group’s portfolio as at June 30 and December 31 of each year. The gross value is reduced by disposal costs and transfer taxes2, depending on the country and on the tax situation of the property, in order to arrive at a net market value.
For the Shopping Centres and Offices & Others portfolios, the independent appraisers determine the fair market value based on the results of 2 methods: the discounted cash flow (“DCF”) methodology as well as the yield methodology. Furthermore, the resulting valuations are cross-checked against the initial yield, value per square metre and the fair market values established through actual market transactions.
Appraisers have been given access to all information relevant for valuations, such as the Group’s confidential rent rolls, including information on vacancy, break options, expiry dates and lease incentives, performance indicators (e.g. footfall and sales where available), letting evidence and the Group’s cash flow forecasts from annually updated detailed asset business plans.
Appraisers make their independent assessments of current and forward-looking cash flow profiles, and usually reflect risk either in the cash flow forecasts (e.g. future rental levels, growth, investment requirements, void periods and incentives, and rent relief), in the applied required returns or discount rates and in the yield applied to capitalise the exit rent to determine an exit value. A significant amount of information has been made available to the appraisers in relation to several ESG KPIs on an asset-by-asset basis3 in connection with a new AFREXIM ESG scorecard built by main valuation firms, international shopping centres’ landlords and French institutions representing a diverse scope of retail market participants. Amongst others, these KPIs are the Energy Use Intensity on common areas, BREEAM certificate label part I and II, climate risk studies outcomes, renewable energy on-site production or presence of electric vehicles chargers. Appraisers have reviewed and considered the information provided in their valuation process.
Capex to be spent in the next 5 years for the Energy Action Plan defined by the Group were integrated in the valuation model.
(1) EPRA position paper on IFRS 13 – Fair value measurement and illustrative disclosures, February 2013.
(2) Transfer taxes are valued on the assumption that the property is sold directly, even though the cost of these taxes would, in certain cases, be reduced if the property’s holding company would be sold.
(3) For European shopping centres.
The information relating to the Group’s ESG roadmap provided during the Investors Day in October 2023 was updated so that appraisers could integrate it in their valuations (see 2.3.2 “Impact of climate change matters on the financial statements”).
The sites of the C&E portfolio are qualified as investment property. For the C&E portfolio, the valuation methodology adopted is mainly based on a DCF model applied to the total net income projected over the life of the concession, or over the life of the long-term lease (notably the Porte de Versailles long-term lease) or leasehold if it exists, or otherwise over a 10-year period, with an estimate of the asset value at the end of the given time period, based either on the residual contractual value for concessions or on capitalised cash flows over the last year. The valuations carried out by the appraisers took into account total net income, which comprised net rents and ancillary services, as well as net income from car parks. The cost of maintenance works, major repairs, refurbishments, redevelopments and extensions, as well as concession or leasehold fees, are included in projected cash flow figures.
The income statement for a given year (Y) records the change in value for each property, which is determined as follows: market value Y – [market value Y-1 + amount of works and other costs capitalised in year Y]. Capital gains on disposals of investment properties are calculated by comparison with their latest market value recorded in the closing statement of financial position for the previous financial year. Properties under construction carried at cost are subject to impairment tests, determined on the basis of the estimated recoverable value of the project. The recoverable value of a project is assessed, for significant projects by a qualified independent external appraiser and for others internally by the Development & Investment teams, through the expected delivery date, expected development costs, and considering a market exit capitalisation rate (“ECR”) and the expected net rents. When the estimated recoverable value is lower than net book value, an impairment provision is recorded. Properties held for sale are identified separately in the statement of financial position according to IFRS 5.
| € Mn | Dec. 31, 2024 | Dec. 31, 2023 | |
|---|---|---|---|
| Shopping Centres | 32,639.5 | Shopping Centres | 32,015.9 |
| France | 10,902.8 | France | 10,841.3 |
| Spain | 3,127.6 | Spain | 3,329.9 |
| US | 5,406.8 | US | 4,577.8 |
| Central Europe | 4,359.5 | Central Europe | 3,888.9 |
| Austria | 2,026.8 | Austria | 2,056.5 |
| Germany | 1,539.5 | Germany | 2,169.7 |
| Nordics | 2,406.0 | Nordics | 2,427.5 |
| The Netherlands | 1,493.3 | 1,453.2 |
|---|---|---|
| UK | 1,377.3 | 1,271.2 |
| Offices & Others | 1,626.4 | 2,404.2 |
| France | 923.9 | 1,511.9 |
| Other countries | 702.5 | 892.3 |
| Convention & Exhibition | 2,442.9 | 2,492.7 |
| Total | 36,708.8 | 36,912.8 |
5.
The variance is explained in the table below:
€ Mn
| Total | Properties held | |||||
| Shopping Centres | Offices & Others | Exhibition | for sale | Total | ||
| Dec. 31, 2022 | 33,025.6 | 2,327.1 | 2,478.1 | 37,830.8 | – | 37,830.8 |
| Acquisitions | 21.5 | – | – | 21.5 | – | 21.5 |
| Entry into scope | 112.9 | – | – | 112.9 | – | 112.9 |
| of consolidation | 730.4 | 214.8 | 56.9 | 1,002.1 | – | 1,002.1 |
| Disposals/exits | (668.4) | (94.8) | – | (763.2) | – | (763.2) |
| from the scope | 566.3 | 329.8 | 66.8 | 962.9 | 33.9 | 996.8 |
| of consolidation | 0.1 | – | – | 0.1 | – | 0.1 |
| Valuation | (1,626.2) | (375.9) | (109.2) | (2,111.3) | – | (2,111.3) |
| movements | (146.3) | 3.3 | – | (142.9) | – | (142.9) |
| Dec. 31, 2023 | 32,015.9 | 2,404.2 | 2,492.7 | 36,912.8 | 33.9 | 36,946.7 |
| Acquisitions | 3.6 | 0.6 | – | 4.2 | – | 4.2 |
| Entry into scope | 465.0 | 39.7 | – | 504.7 | – | 504.7 |
| of consolidation | 945.0 | 302.3 | 57.8 | 1,305.0 | 0.7 | 1,305.7 |
| Disposals/exits | (458.7) | (196.8) | – | (655.5) | (34.6) | (690.1) |
| from the scope | (278.5) | (323.2) | (58.4) | (660.1) | 683.5 | (4) |
| of consolidation | 0.0 | – | – | 0.0 | – | 0.0 |
| Valuation | (372.0) | (609.5) | (49.1) | (1,030.5) | – | (1,030.5) |
| movements | 319.2 | 9.1 | – | 328.3 | – | 328.3 |
| Dec. 31, 2024 | 32,639.6 | 1,626.4 | 2,442.9 | 36,708.8 | 683.5 | 37,392.3 |
(1) Relates to the change of consolidation method of Westfield Montgomery and CH Ursynów and the entry of the related fully consolidated companies.
• Shopping centre and offices parts of Westfield Hamburg-Überseequartier in Germany (see note 1.1.3. Westfield Hamburg-Überseequartier opening date);
• Shopping centres in France and US; and
• Convention & Exhibition sites such as the Parc des Expositions in Porte de Versailles.
(3) Includes mainly the disposals of Pasing Arcaden in Germany, Gaîté Montparnasse Offices and the Group’s units in La Valentine in France, and Equinoccio in Spain (see note 1.1.2 Disposals in 2024).
(4) Includes mainly the revaluation of the financial leases.
(5) The negative valuation movements relate mainly to Westfield Hamburg-Überseequartier.
(6) Does not include the lease incentives impact.
Considering the limited public data available, the complexity of real estate asset valuations, as well as the fact that appraisers use in their valuations the non-public rent rolls of the Group’s assets, URW believes it is appropriate to classify its assets under Level 3 as per IFRS 13. In addition, unobservable inputs, including appraisers’ assumption on growth rates and Exit Capitalisation Rates (“ECRs”), are used by appraisers to determine the fair value of URW’s assets.
As at December 31, 2024, 97% of URW’s portfolio was appraised by qualified independent external appraisers.
The net outstanding balances of deferred lease incentives and key money amortised over the expected term of the lease, which corrected the appraisal value, represented -€197.1 Mn (-€185.8 Mn as at December 31, 2023).
The following tables provide a number of quantitative elements used by the appraisers to assess the fair valuation of the Group’s assets.
All shopping centres are valued using the DCF and/or yield methodologies. The table below only includes fully consolidated assets.
Shopping Centres - December 31, 2024
| Rent in € | ||||||
| (a) | (b) | (c) | (d) | |||
| France | Max | 8.2% | 1,004 | 10.5% | 62.4% | 19.3% |
| Min | 4.3% | 158 | 6.7% | 4.8% | 3.9% | |
| Weighted average | 4.9% | 640 | 6.9% | 5.0% | 5.3% | |
| Spain | Max | 6.8% | 618 | 9.9% | 6.8% | 3.4% |
| Min | 5.3% | 341 | 7.9% | 5.4% | 2.7% | |
| Weighted average | 5.8% | 445 | 8.3% | 5.8% | 3.1% | |
| Central Europe | Max | 8.9% | 752 | 10.0% | 9.6% | 2.6% |
| Min | 5.8% | 159 | 7.4% | 5.6% | 1.6% | |
| Weighted average | 6.1% | 492 | 7.9% | 5.9% | 2.0% | |
| Austria | Max | 5.7% | 439 | 7.1% | 5.1% | 2.9% |
| Min | 5.4% | 341 | 7.0% | 5.1% | 2.8% | |
| Weighted average | 5.5% | 387 | 7.1% | 5.1% | 2.8% | |
| Germany | Max | 7.6% | 355 | 10.6% | 8.5% | 6.1% |
| Min | 4.7% | 171 | 6.6% | 5.1% | 1.5% | |
| Weighted average | 5.8% | 286 | 7.5% | 5.8% | 3.7% | |
| Nordics | Max | 6.0% | 456 | 8.0% | 6.0% | 5.5% |
| Min | 4.6% | 273 | 6.9% | 5.0% | 3.1% | |
| Weighted average | 4.9% | 377 | 7.2% | 5.3% | 3.8% | |
| The Netherlands | Max | 9.1% | 405 | 8.5% | 7.3% | 4.3% |
| Min | 5.0% | 293 | 6.5% | 5.0% | 2.6% | |
| Weighted average | 5.6% | 374 | 6.8% | 5.4% | 3.6% | |
| US | Max | 5.8% | 1,722 | 8.0% | 6.8% | 8.8% |
| Min | 3.9% | 385 | 7.3% | 5.0% | 3.8% | |
| Weighted average | 5.0% | 840 | 7.5% | 5.5% | 4.8% |
Net Initial Yield (“NIY”), Discount Rate (“DR”) and ECR weighted by Gross Market Value (“GMV”). Vacant assets, assets considered at bid value, assets under restructuring and minor assets are not included in Min. and Max. calculation. Assets under development or not controlled by URW, the airport activities and the UK asset are not included in this table.
(a) Average annual rent (Minimum Guaranteed Rent (“MGR”) + Sales Based Rent (“SBR”)) per asset per square meter.
(b) Rate used to calculate the net present value of future cash flows.
(c) Rate used to capitalise the exit rent to determine the exit value of an asset.
(d) Compound annual growth rate (“CAGR”) of Net Rental Income (“NRI”) determined by the appraiser (duration of the DCF model used either 6 or 10 years).
1 2 3 4 6 7 8
Shopping Centres -
| Net Initial Yield per sqm | Discount Rate | Capitalisation Rate | CAGR of NRI | |||
| France | Max | 7.8% | 968 | 10.0% | 20.0% | 21.2% |
| Min | 3.5% | 160 | 6.7% | 4.7% | 4.3% | |
| Weighted average | 4.9% | 632 | 6.9% | 4.9% | 5.3% | |
| Spain | Max | 10.6% | 620 | 14.0% | 9.5% | 4.2% |
| Min | 5.0% | 136 | 7.9% | 5.3% | 2.7% | |
| Weighted average | 5.8% | 411 | 8.4% | 5.6% | 3.4% | |
| Central Europe | Max | 9.2% | 734 | 9.8% | 9.5% | 2.3% |
| Min | 6.0% | 306 | 7.5% | 5.6% | 1.5% | |
| Weighted average | 6.3% | 509 | 7.9% | 5.9% | 2.0% | |
| Austria | Max | 5.4% | 449 | 7.0% | 5.1% | 4.4% |
| Min | 5.3% | 343 | 7.0% | 5.1% | 3.0% | |
| Weighted average | 5.3% | 393 | 7.0% | 5.1% | 3.7% | |
| Germany | Max | 7.6% | 528 | 9.4% | 7.3% | 4.8% |
| Min | 5.0% | 201 | 6.6% | 5.0% | 1.4% | |
| Weighted average | 5.8% | 336 | 7.4% | 5.5% | 3.3% | |
| Nordics | Max | 6.4% | 467 | 7.9% | 5.9% | 4.9% |
| Min | 4.6% | 296 | 6.9% | 4.9% | 3.4% | |
| Weighted average | 5.1% | 390 | 7.1% | 5.1% | 3.6% |
| Max | Min | Weighted average | |
|---|---|---|---|
| The Netherlands | 8.1% | 5.2% | 5.6% |
| 397 | 283 | 369 | |
| 8.3% | 6.5% | 6.7% | |
| 7.1% | 5.0% | 5.4% | |
| 3.3% | 1.3% | 2.9% |
| Max | Min | Weighted average | |
|---|---|---|---|
| US | 5.4% | 3.2% | 4.6% |
| 1,438 | 476 | 841 | |
| 7.5% | 6.8% | 7.1% | |
| 6.0% | 5.0% | 5.3% | |
| 9.5% | 3.2% | 4.9% |
NIY, DR and ECR weighted by GMV. Vacant assets, assets considered at bid value, and assets under restructuring are not included in Min. and Max. calculation. Assets under development or not controlled by URW, the airport activities and the UK asset are not included in this table.
(a) Average annual rent (MGR + SBR) per asset per square meter.
(b) Rate used to calculate the net present value of future cash flows.
(c) Rate used to capitalise the exit rent to determine the exit value of an asset.
(d) CAGR of NRI determined by the appraiser (duration of the DCF model used either 6 or 10 years).
The percentages below are indicative of evolutions in case of various evolutions of NIY, DR, ECR and appraisers’ Estimated Rental Value (“ERV”).
| Sensitivity | Impact in € Mn | Impact in % |
|---|---|---|
| +25 bps in NIY | (1,502) | (4.5)% |
| +25 bps in DR | (538) | (1.6)% |
| +10 bps in ECR | (399) | (1.2)% |
| -5% in appraisers’ ERV | (1,284) | (3.8)% |
| Sensitivity | Impact in € Mn | Impact in % |
|---|---|---|
| -25 bps in NIY | +1,650 | +4.9% |
| -25 bps in DR | +549 | +1.6% |
| -10 bps in ECR | +414 | +1.2% |
| +5% in appraisers’ ERV | +1,070 | +3.2% |
Appraisers value the Group’s Offices & Others portfolio using the DCF and yield methodologies. The tables below show the sensitivity on URW’s Offices & Others portfolio value for assets fully consolidated, excluding assets under development. The percentages below are indicative of evolutions in case of various evolutions of NIY.
| Sensitivity | Impact in € Mn | Impact in % |
|---|---|---|
| +25 bps in NIY | (67) | (3.8)% |
| -25 bps in NIY | +72 | +4.1% |
The table shows below the sensitivity of the C&E portfolio related to the weighted average cost of capital (“WACC”).
| Sensitivity | Impact in € Mn | Impact in % |
|---|---|---|
| +25 bps in WACC | (83.6) | (4.0)% |
| -25 bps in WACC | +89.4 | +4.3% |
| (€ Mn) | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| Shopping Centres | 301.0 | 307.2 |
| France | 102.9 | 138.7 |
| Spain | 113.2 | 110.4 |
| US | 10.7 | 2.7 |
| Central Europe | 62.0 | 44.3 |
| Austria | – | – |
| Germany | – | 1.8 |
| Nordics | 9.9 | 9.3 |
| The Netherlands | 2.4 | – |
| UK | – | – |
| Offices & Others | 101.8 | 98.3 |
| France | 20.2 | 24.0 |
| Other countries | 81.6 | 74.3 |
| Convention & Exhibition | – | – |
| Total | 402.8 | 405.4 |
Assets still stated at cost were subject to impairment tests as at December 31, 2024. Allowances were recorded for a total amount of -€48.5 Mn in 2024. It mainly corresponds to an asset in Paris region.
1 2 3 4 6 7 8
| Total investment properties at (€ Mn) | Gross value | Impairment | Cost | Properties held for sale | Total | |
|---|---|---|---|---|---|---|
| Dec. 31, 2022 | 1,676.2 | |||||
| Acquisitions | (0.3) | – | (0.3) | – | (0.3) | |
| Capitalised expenses | 216.6 | – | 216.6 | – | 216.6 | |
| Disposals/exits from the scope of consolidation | (20.0) | 11.8 | (8.1) | – | (8.1) | |
| Reclassification and transfer of category | (1,053.4) | 203.2 | (850.2) | 9.4 | (840.8) | |
| Write-off | (2.2) | – | (2.2) | – | (2.2) | |
| Impairment/reversal | – | (114.0) | (114.0) | – | (114.0) | |
| Currency translation | 1.8 | (0.7) | 1.1 | – | 1.1 | |
| Dec. 31, 2023 | 818.7 | (413.3) | 405.4 | 9.4 | 414.8 | |
| Acquisitions | 0.4 | – | 0.4 | – | 0.4 | |
| Entry into the scope of consolidation | 10.8 | (1.3) | 9.5 | – | 9.5 | |
| Capitalised expenses | 38.6 | – | 38.6 | 1.4 | 40.0 | |
| Disposals/exits from the scope of consolidation | (1.7) | – | (1.7) | (10.8) | (12.5) | |
| Reclassification and transfer of category | (31.0) | 31.7 | 0.8 | 4.7 | 5.5 | |
| Write-off | (5.3) | – | (5.3) | – | (5.3) | |
| Impairment/reversal | – | (48.5) | (48.5) | – | (48.5) | |
| (1) | Currency translation | 4.3 | (0.7) | 3.6 | 0.2 | 3.8 |
| Dec. 31, 2024 | 834.9 | (432.1) | 402.8 | 4.9 | 407.7 |
(1) Impairment mainly relates to an asset in Paris region.
Under IAS 16, operating assets are valued at their historic cost, less cumulative depreciation, and any decrease in value. Depreciation is calculated using the “component accounting” method, where each asset is broken down into major components based on their useful life. The 4 components of a property are the main structure, the façade, technical equipment, and finishing fixtures and fittings, depreciated respectively over 60, 30, 20 and 15 years for Offices & Others properties, and 35, 25, 20 and 15 years for Shopping Centres assets. If the appraisal value of a property is lower than net book value, an impairment provision is recorded.
| Net value (€ Mn) | Furniture and equipment | Right-of-use assets | Total |
|---|---|---|---|
| Dec. 31, 2022 | 78.5 | 58.8 | 137.3 |
| Acquisitions and capitalised expenses | 32.1 | 0.6 | 32.8 |
| Reclassification | 0.1 | 1.0 | 1.1 |
| Disposals/exits from the scope | (1.5) | (4.4) | (5.9) |
| Depreciation | (21.1) | (13.4) | (34.5) |
| Impairment/reversal | (16.7) | – | (16.7) |
| (1) | Mainly impairment/reversal on Viparis assets according to the external appraisals. | – | – |
| Currency translation | (0.7) | (0.3) | (1.0) |
| Dec. 31, 2023 | 70.7 | 42.4 | 113.0 |
| Acquisitions and capitalised expenses | 27.6 | – | 27.6 |
| Reclassification | 0.9 | (0.4) | 0.5 |
| Disposals/exits from the scope | – | (0.1) | (0.1) |
| Depreciation | (20.6) | (10.1) | (30.7) |
| Impairment/reversal | 1.9 | – | 1.9 |
| (1) | – | – | – |
| Currency translation | 1.6 | 0.6 | 2.1 |
| Dec. 31, 2024 | 82.1 | 32.4 | 114.4 |
Intangible assets (IAS 38)/Impairment of assets (IAS 36)
An intangible asset is recognised when it is identifiable and separable and can be sold, transferred, licensed, rented or exchanged, either individually or as part of a contract with an attached asset or a liability, or which arises from contractual or other legal rights regardless of whether those rights are transferable or separable. After initial recognition, intangible assets are recognised at cost less any amortisation charges and impairment losses.
indefinite useful life. The impairment test consists of comparing the book value with the recoverable amount of the intangible asset. The recoverable amount of an asset is the maximum between its fair value less disposal costs and its value in use. The fair value of each asset is individually determined by qualified independent external appraisers using the DCF methodology. If the appraisal value of an intangible asset is lower than net book value, an impairment is recorded.
The intangible assets arise from:
408
Customer contracts were separately analysed for Flagship and Regional centres as they present different features. PM contracts with Regionals, airport activities and DD&C contracts are fully amortised.
The useful life of the PM contracts with Flagship centres are considered indefinite since the PM contracts have no termination date and URW shall remain the sole property manager as long as it is the co-owner of the shopping centres.
The incremental value of the Westfield trademark corresponds to the portion of the trademark value that is not captured in the shopping centre values. The useful life of the Westfield trademark is also considered indefinite. Consequently, all these assets are not amortised and tested for impairment.
| Net value (€ Mn) | PM/DD\&C | Trademark | Other intangible assets | Total | |
|---|---|---|---|---|---|
| Dec. 31, 2022 | 254.3 | 425.8 | 117.0 | 23.4 | 820.5 |
| Acquisitions | – | – | – | 14.2 | 14.2 |
| Disposals | – | – | – | – | – |
| Amortisation | (5.4) | – | (2.0) | (12.6) | (20.0) |
| Impairment/reversal | (11.9) | (2.7) | 18.1 | – | 3.5 |
| Currency translation | (0.5) | – | – | (0.4) | (0.9) |
| Reclassification | – | – | – | 12.4 | 12.4 |
| Dec. 31, 2023 | 236.5 | 423.2 | 133.1 | 36.9 | 829.6 |
| Acquisitions | – | – | – | 13.3 | 13.3 |
| Disposals/exits from the scope of consolidation | – | – | – | (8.7) | (8.7) |
| Amortisation | (0.9) | – | (2.0) | (9.7) | (12.6) |
| Impairment/reversal | (2.3) | 2.7 | 4.6 | – | 5.1 |
| Currency translation | 12.8 | – | – | 0.6 | 13.4 |
| Dec. 31, 2024 | 246.1 | 425.8 | 135.8 | 32.5 | 840.2 |
(1) The net impairment variation relates to reversals in Viparis’ intangible assets, US PM activity and Group Trademark value partly offset by net allowances in the UK PM activity.
(2) Amounts related to Westfield’s intangibles acquisition arise from property business (PM, DD&C, Airport) of Flagship centres in the US and the UK and the trademark, and amount to €672.0 Mn.
As at December 31, 2024, the net intangible assets correspond to:
As at December 31, 2024, impairment tests have been performed on the valuations of independent external appraisers leading to a -€10.3 Mn accrual of impairment for PM business in the UK and to a +€8.1 Mn reversal of impairment for the US. One of the main assumptions used to value the PM is the DR, which stands between 10.1 % and 10.4%.
The table below shows the sensitivity of the Property Management assets value and the impact in the result as determined at December 31, 2024:
| Sensitivity | Impact in the value (€ Mn) | Reversal of impairment (€ Mn) |
|---|---|---|
| -25bps in DR | +7.7 | +7.7 |
| +25bps in DR | (7.3) | (7.3) |
| -10bps LTGR | (2.0) | (2.0) |
| +10bps LTGR | +2.1 | +2.1 |
Trademark
As at December 31, 2024, the impairment test performed was based on an independent external appraisal leading to the reversal of the -€2.7 Mn impairment recognised in 2023. The table below shows the sensitivity of the Trademark as determined at December 31, 2024:
| Sensitivity | Impairment (€ Mn) |
|---|---|
| +25 bps in DR | (30.6) |
Rights and exhibitions
As at December 31, 2024, impairment tests were performed on the intangible assets relating to the Viparis entities based on the valuations of independent external appraisers and a reversal of impairment of +€4.6 Mn was recognised. The table below shows the sensitivity of the Rights and exhibitions portfolio related to the weighted average cost of capital (“WACC”) and the impact in the result as determined at December 31, 2024:
| Sensitivity | Impact in the value (€ Mn) | Impact in % of the portfolio value | Reversal of impairment (€ Mn) |
|---|---|---|---|
| +25bps in “WACC” | (24.3) | (5.3)% | (6.8) |
| -25bps in “WACC” | +26.2 | +5.7% | +10.9 |
1 2 3 4 6 7 8
The accounting rules for business combinations comply with IFRS 3 (Revised).
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any noncontrolling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition‐date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition‐date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non‐controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
IFRS 3 (Revised) stipulates a maximum period of 12 months from the acquisition date for the accounting of the acquisition to be finalised; adjustments to values applied must be related to facts and circumstances existing at the acquisition date. Therefore, beyond this 12-month period, any earn-out adjustment must be recognised in income for the fiscal year unless the additional consideration is an equity instrument.
Where a business is acquired in stages, the previous investment is remeasured at fair value at the date if and when the control is transferred. Any difference between fair value and net book value of this investment is recognised in income.
Any change in the Group’s interest in an entity that results in a loss of control is recognised as a gain/loss on disposal and the remaining interest is remeasured at fair value with the change being recognised in income.
A transaction that does not affect control (additional acquisition or disposal) is accounted for as an equity transaction between the Group share and the non-controlling interest share without an impact on profit or loss and/or a goodwill adjustment.
Goodwill may arise on acquiring an asset via a share deal, where the Group inherits the fiscal basis of the assets. It is measured using the difference between the deferred taxes accounted for in the balance sheet according to IAS 12, and an estimate of the effective taxes to be paid in case of a share deal. In this case the impairment test incorporates a comparison between the accounting value of the goodwill and the potential tax optimisation existing at the date of reporting.
This goodwill relates to the following activities: PM, airport and DD&C.
Impairment tests are performed annually or when an impairment indicator is identified and are based on valuations performed by independent external appraisers, using the DCF method.
The values attributable to the PM business were allocated to the US, the UK and Germany, the values attributable to the DD&C business were allocated to the US and the UK and the value of the airport activities was allocated to the US, based on independent external valuation.
The goodwill relating to the fee business in the US and the UK is fully impaired.
Goodwill relating to the Westfield Corporation acquisition has been allocated per geographical segment as it is the lowest level within the Group at which goodwill is monitored.
The allocation per geographical segment was performed based on the cost and revenue synergies expected to be generated as a result of the business combination.
The expected cost and revenue synergies were allocated to the US, the UK, France Retail, Spain, Central Europe and the Nordics.
The amount related to the value of the workforce acquired was allocated to the US and the UK. The goodwill allocated to the US, the UK, Spain, Central Europe and the Nordics is fully impaired.
Since the geographical segments are the lowest level within a URW company at which goodwill is monitored, for internal management purposes, the impairment test is performed at geographical segment level and, in accordance with IAS 36, for a group of CGUs.
The geographical segments to which goodwill has been allocated are tested for impairment by comparing the Net Asset Value (“NAV”) of the geographical segment, with the recoverable value, which is determined as the higher of the fair value less cost of disposal and its value in use.
The recoverable value is determined on value in use based on the DCF derived from the 5-year Business Plan (“5YBP”) approved by the MB and the SB.
The Group performs comprehensive impairment tests of the goodwill allocated to each geographical segment at the end of December, based on:
A comparison has been performed for each geographical segment, between:
This goodwill relates to URW Germany business. Impairment tests performed on this goodwill are based on an independent external appraisal, performed once a year as at December 31, or when there is an indication of impairment, and using the DCF method. As at December 31, 2024, this goodwill was fully depreciated.
As at December 31, 2024, goodwill breaks down as follows:
| Net value (€ Mn) | Optimised value of | Total | ||||
|---|---|---|---|---|---|---|
| deferred taxes | Fee business | development projects | ||||
| Dec. 31, 2022 | 176.6 | 119.3 | 783.4 | 1,079.2 | ||
| Disposal | – | – | – | – | ||
| Impairment | (1.1) | – | (232.9) | (234.0) | ||
| Currency translation | – | – | – | – | ||
| Dec. 31, 2023 | 175.5 | 119.3 | 550.5 | 845.2 | ||
| Disposal | – | – | – | – | ||
| Impairment | – | (33.8) | (5.5) | (39.2) | ||
| Currency translation | – | – | – | – | ||
| Dec. 31, 2024 | 175.5 | 85.5 | 545.0 | 806.0 |
1 2 3 4 6 7 8CHAPTER 5
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
The allocation of goodwill per geographical segment breaks down as follows:
| (€ Mn) | Geographical Segment | |||||
|---|---|---|---|---|---|---|
| France Retail | Central Europe | Austria | Germany | Other | Total | |
| Goodwill Dec. 31, 2023 | 547.2 | 87.3 | 72.9 | 127.6 | 10.3 | 845.2 |
| Disposal | – | – | – | – | – | – |
| Impairment | – | – | – | (39.2) | – | (39.2) |
| Currency translation | – | – | – | – | – | – |
| Goodwill Dec. 31, 2024 | 547.2 | 87.3 | 72.9 | 88.4 | 10.3 | 806.0 |
The Group performs an impairment test for each category of goodwill.
As at December 31, 2024, no additional impairment was recognised.
As at December 31, 2024, an additional impairment of -€33.8 Mn was recognised.
An impairment test, performed on this goodwill and based on an independent external appraisal, was performed as at December 31, 2024.
As at December 31, 2024, an additional impairment of -€5.5 Mn was recognised, and this goodwill is fully depreciated.
As at December 31, 2024, the only remaining value of goodwill resulting from the Westfield acquisition is that which is allocated to France Retail, the other geographical segments having been totally depreciated.
The main assumptions for calculating the value in use are the WACC, LTGR and CAGR of NRI as displayed in the table below.
| France Retail | |
|---|---|
| Dec. 31, 2023 | |
| WACC before tax in % | 6.87% |
| LTGR in % | 1.93% |
| CAGR of NRI in % | 5.20% |
| Dec. 31, 2024 | |
| WACC before tax in % | 6.86% |
| LTGR in % | 1.82% |
| CAGR of NRI in % | 5.20% |
An increase in the WACC, a decrease in the LTGR or a decrease in the CAGR of NRI as determined at December 31, 2024, would not necessarily result in a value in use lower than the NAV as the NAV includes investment properties which are carried at fair value. These changes would reduce the fair value of those properties and ultimately the NAV.
Therefore, the impact of such changes should be viewed on a combined basis on the value in use and the NAV to appreciate the net effect on the financial statements.
additional impairment was recognised on the remaining value of the goodwill allocated to France Retail.
A change of +25 bps in the WACC as determined at December 31, 2024, without any change in the LTGR and CAGR of NRI would not lead to additional impairment of goodwill.
A change of -10 bps in LTGR as determined at December 31, 2024, without any change in the WACC and CAGR of NRI would not lead to additional impairment of goodwill.
A change of -50 bps in the CAGR of NRI as determined at December 31, 2024, without any change in the WACC and LTGR would not lead to additional impairment of goodwill.
Financial statements as at December 31, 2024
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
This item reflects changes in market valuation of investment properties, impairment and reversal on tangible and intangible assets and amortisation of fair value of assets recorded for the purpose of purchase price allocation.
| (€ Mn) | 2024 | 2023 | |
|---|---|---|---|
| Investment properties at fair value | (1,030.5) | Investment properties at fair value | (2,111.3) |
| Shopping Centres | (371.9) | Shopping Centres | (1,626.2) |
| Offices & Others | (609.5) | Offices & Others | (375.9) |
| Convention & Exhibition | (49.1) | Convention & Exhibition | (109.2) |
| Investment properties at cost | (53.8) | Investment properties at cost | (116.1) |
| Tangible and intangible assets | 6.0 | Tangible and intangible assets | (18.6) |
| Total | (1,078.3) | Total | (2,246.0) |
(consolidated statement of cash flows)
In 2024, amounts paid for works and acquisition of property assets amount to €1,308.3 Mn. They comprise acquisitions, transaction capitalised costs, and works and capitalised expenses, and are adjusted for the changes on amounts due on investments in the period.
1 2 3 4 6 7 8
The accounting principles are detailed in note 3.1.1 “Scope and methods of consolidation”. Following the Westfield acquisition, the Group has significant co-ownership interest in a number of properties, mainly in the US and UK through property partnerships or trusts. These joint ventures are accounted for using the equity method. The Group and its joint ventures use consistent accounting policies.
| (€ Mn) | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| Shares in companies accounted for using the equity method | 6,303.5 | 6,260.5 |
| Loans granted to companies accounted for using the equity method | 716.0 | 881.0 |
| Total shares and investments in companies accounted for using the equity method | 7,019.5 | 7,141.5 |
| (1) Of which shares and investments in companies whose properties are under promise or mandate of sale | – | 161.2 |
| Total shares and investments in companies accounted for using the equity method excluding under promise or mandate of sale | 7,019.5 | 6,980.3 |
(1) Mainly relates to Shopping Centres companies.
The contribution of affiliates breaks down as follows:
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| Recurring | Non-recurring | Result activities | Recurring | Non-recurring | Result activities | |
| Total share of income from companies accounted for using the equity method | 365.5 | (329.8) | 35.6 | 396.6 | (566.2) | (169.6) |
| Total interests on loans granted to companies accounted for using the equity method | 51.2 | – | 51.2 | 48.8 | – | 48.8 |
(1) Correspond mainly to the fair value adjustment and related deferred tax on the underlying investment properties.
According to IFRS 11, joint ventures are those entities in which the Group has joint control established by contractual agreement and rights to the net assets of the arrangement.
The main jointly controlled assets accounted for using the equity method are the following:
| Name of investment | Geographical area | % Interest as at Dec. 31, 2024 | % Interest as at Dec. 31, 2023 |
|---|---|---|---|
| Westfield Stratford City | UK | 50.0% | 50.0% |
| Property | Location | Ownership | Other |
|---|---|---|---|
| Cherry Park Property & ResiCo | UK | 25.0% | 25.0% |
| CGI Metropole sro | Central Europe | 50.0% | 50.0% |
| Westfield Rosny 2 | France | 26.0% | 26.0% |
| Westfield CentrO | Germany | 50.0% | 50.0% |
| Paunsdorf Center | Germany | 45.0% | 25.5% |
| Westfield Annapolis | US | Sold | 55.0% |
| Westfield Culver City | US | 55.0% | 55.0% |
| Westfield Garden State Plaza | US | 50.0% | 50.0% |
| Westfield Southcenter | US | 55.0% | 55.0% |
| Westfield Topanga | US | 55.0% | 55.0% |
| Westfield UTC | US | 50.0% | 50.0% |
| Westfield Valley Fair | US | 50.0% | 50.0% |
Westfield Stratford City is a joint venture with Canneth Limited Partnership Inc. The partnership is governed through a business manager, which is a company jointly owned by both partners. This business manager has significant powers to conduct the business. The budget, capital expenditures and a number of major decisions relating to debt financing, and approval of any refurbishment and development, and disposals, require the approval of both partners. Therefore, under IFRS 10, Westfield Stratford City is jointly controlled by both partners.
Per the co-ownership and PM agreements with its joint venture partners, the Group is restricted from exercising control over these interests even though the Group has more than 50% ownership interest and voting rights. Major decisions require the approval of both the Group and the joint venture partners and operating and capital budgets must be approved by the management committee (both owners have equal representation on this committee). The Group therefore has joint control over the investments and they are accounted for using the equity method.
Westfield CentrO, a leading shopping centre located in Oberhausen, is jointly held by the Group and Canada Pension Plan Investment Board (“CPPIB”). The joint venture is governed by a board of directors with 6 members, 3 of which are designated by URW and 3 designated by CPPIB. The relevant activities are the leasing, equipment, building, renovation, as well as the management, servicing and maintenance of these assets. The decision-making process for all these relevant activities required the approval of both partners. Therefore, these companies which are joint ventures are accounted for using the equity method.
The main items of the statements of financial position and income statement of joint ventures are presented in aggregate in the tables below. These items are stated in Group share including restatements for consolidation purposes.
| (€ Mn) | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| Investment properties | 7,110.8 | 7,192.7 |
| Other non-current assets | 8.1 | 10.4 |
| Current assets | 281.6 | 283.2 |
| Assets held for sale | – | 206.5 |
| Total assets | 7,400.5 | 7,692.8 |
| Restated shareholders’ equity | 5,503.1 | 5,435.1 |
| Deferred tax liabilities | 88.3 | 82.6 |
| Shareholders loans | 235.2 | 419.0 |
| External borrowings | 1,410.4 | 1,517.2 |
| (1) Other non-current liabilities | 28.9 | 24.6 |
| Liabilities held for sale | – | 45.3 |
| Current liabilities | 134.6 | 169.0 |
| Total liabilities | 7,400.5 | 7,692.8 |
(1) Includes current and non-current borrowings.
| 2024 | 2023 | ||||
|---|---|---|---|---|---|
| NRI | 389.8 | 416.7 | |||
| Change in fair value of investment properties | (292.0) | (447.1) | |||
| Financial result | (49.1) | (48.4) | |||
| Net result | 20.3 | (132.6) |
The following tables provide a number of quantitative data in order to assess the fair valuation of the Group’s assets accounted for using the equity method.
Shopping Centres -
| Net Initial Yield per sqm (a) | Discount Rate (b) | Capitalisation Rate (c) | CAGR of NRI (d) | |||
| Europe | Max | 8.7% | 1,034 | 9.5% | 7.4% | 4.2% |
| Min | 5.1% | 169 | 7.0% | 5.0% | 0.8% | |
| Weighted average | 6.3% | 437 | 7.4% | 5.9% | 2.2% | |
| US | Max | 12.5% | 1,225 | 13.0% | 12.0% | 5.6% |
| Min | 4.2% | 362 | 7.0% | 5.0% | 2.2% | |
| Weighted average | 5.4% | 768 | 7.6% | 5.9% | 4.1% |
NIY, DR and ECR weighted by GMV. Vacant assets, assets considered at bid value, and assets under restructuring are not included in Min. and Max. calculation. Assets under development or not controlled by URW are not included in this table. The UK assets are included in the table.
(a) Average annual rent (MGR + SBR) per asset per square meter.
(b) Rate used to calculate the net present value of future cash flows.
(c) Rate used to capitalise the exit rent to determine the exit value of an asset.
(d) CAGR of NRI determined by the appraiser (between 6 and 10 years depending on duration of DCF model used).
The tables below show the sensitivity on URW’s Shopping Centre portfolio value for assets accounted for using the equity method, excluding assets under development. The percentages below are indicative of evolutions, in the case of various evolutions, of NIY, DR, ECR and appraisers’ ERV.
| Sensitivity | Impact in € Mn | Impact in % |
|---|---|---|
| +25 bps in NIY | (296) | (4.2)% |
| +25 bps in DR | (130) | (1.8)% |
| +10 bps in ECR | (76) | (1.1)% |
| -5% in appraisers’ ERV | (287) | (4.1)% |
| Sensitivity | Impact in € Mn | Impact in % |
|---|---|---|
| -25 bps in NIY | +323 | +4.6% |
| -25 bps in DR | +133 | +1.9% |
| -10 bps in ECR | +79 | +1.1% |
Associates are those entities, not controlled by the Group, but in which it has a significant influence according to IAS 28.
The main associates relate to the following assets:
Foncière Crossroads, which owns a portfolio of 5 shopping centres in France (Aéroville and So Ouest in the Paris region, Rennes Alma in Rennes, Toison d’Or in Dijon and Confluence in Lyon), is held by a consortium of investors formed by Crédit Agricole Assurances, La Française and URW.
The Group holds a 45.8% stake and manages the shopping centres on behalf of Foncière Crossroads through long-term management contracts.
Foncière Crossroads is governed by a chairman. URW cannot be designated as the chairman as long as it manages the shopping centres.
The proportion of the voting rights needed to make decisions about the relevant activities of Foncière Crossroads is achieved by more than one combination of the parties agreeing.
As a result, URW has only a significant influence on Foncière Crossroads which is accounted for using the equity method.
The Group is the sole limited partner in a partnership which holds 100% of a holding company (Warsaw III), which owns 100% of Zlote Tarasy complex (Warsaw). In compliance with the restrictions imposed on URW by the Polish competition authorities in connection with the acquisition by the Group of the shopping centres Westfield Arkadia and Wilenska in July 2010, the management of Warsaw III and the shopping centre and parking is not performed by the Group. Consequently, the Group does not control this asset and its investment in the Zlote Tarasy complex is accounted for using the equity method.
1 2 3 4 6 7 8
The main items of the statements of financial position and income statement of associates are presented in aggregate in the tables below. These items are stated in Group share, including restatements for consolidation purposes.
| (€ Mn) | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| Investment properties | 1,856.6 | 1,801.8 |
| Other non-current assets | 35.4 | 50.7 |
| Current assets | 175.5 | 154.8 |
| Total assets | 2,067.4 | 2,007.3 |
| Restated shareholders’ equity | 758.2 | 777.3 |
| Deferred tax liabilities | 123.6 | 120.0 |
| Shareholders loans | 480.8 | 462.0 |
| External borrowings | 547.6 | 535.1 |
| Other non-current liabilities | 93.8 | 64.5 |
| Current liabilities | 63.3 | 48.5 |
| Total liabilities | 2,067.4 | 2,007.3 |
| (€ Mn) | 2024 | 2023 |
|---|---|---|
| NRI | 104.4 | 101.6 |
| Net financing cost | (41.0) | (35.6) |
| Change in fair value of investment properties | 14.4 | (73.2) |
| Fair value adjustments of derivatives and debt | (15.1) | (24.4) |
| Income tax expenses | (40.9) | (2.9) |
| Net result | 15.3 | (37.0) |
To the Group’s knowledge, there are neither shareholders’ pacts nor persons or groups of persons exercising or who could exercise control over the Group.
| (€ Mn) | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| Loans | 748.2 | 920.8 |
| (1) Recognised interest | 51.2 | 48.8 |
| Current account in debit | 4.3 | 4.2 |
| (6.4) | (6.1) |
|---|---|
| 132.1 | 106.0 |
|---|---|
(1) Corresponds to 100% of the financing in the shopping centres investment. The decrease is explained by the capitalisation of loans on one asset.
(2) The increase relates mainly to the property development and project management revenue in the US.
All of these transactions are based on market prices.
Classification and measurement of non-derivative financial assets and liabilities
Under IFRS 9, on initial recognition, a financial asset is classified and measured at amortised cost, at Fair Value through Other Comprehensive Income (“FVOCI”) or at Fair Value Through Profit and Loss (“FVTPL”). The classification of financial assets under IFRS 9 is based on the business model in which a financial asset is managed and its contractual cash flow characteristics.
The financial asset representing a debt instrument is measured at amortised cost if it meets both of the following conditions and is not designated as measured at FVTPL:
A financial asset representing a debt instrument is measured at FVOCI if it meets both of the following conditions and is not designated as measured at FVTPL:
On initial recognition of an equity investment that is not held for trading, the Group irrevocably elected to present subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets.
Financial assets that are initially measured at the transaction price according to IFRS 15 are initially measured at fair value plus, for an item not measured at FVTPL, transaction costs that are directly attributable to its acquisition.
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss.
These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by expected impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
These assets are subsequently measured at FVTPL except in the case of an irrevocable election to classify them at FVOCI that cannot be reclassified. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss.
Interest-bearing financial liabilities are initially measured at fair value, less transaction costs directly attributable to the issue, and after initial booking at amortised cost using the effective interest rate. Non-derivative financial liabilities are recognised at FVTPL.
The Group uses derivative financial instruments to hedge its exposure to movements in interest and currency exchange rates. All financial derivatives are recorded as financial assets or liabilities at fair value on the statement of financial position. Fair value variations of financial derivatives, apart from those designated as cash flow hedges or as net investment hedges, are recognised in the income statement for the period.
420
URW has a macro hedging strategy for its debt. Except for some currency derivatives, the Group has chosen not to use the hedge accounting proposed by IFRS 9. All such derivatives are therefore measured at their market value and any fair value variations are recorded in the income statement.
Changes in the fair value of forward exchange contracts that economically hedge monetary assets and liabilities in foreign currencies and for which no hedge accounting is applied, are recognised in the income statement.
The Group, which holds a group of financial assets or financial liabilities, is exposed to market risks and credit risks of every single counterparty as defined in IFRS 7. The Group applies the exception provided by IFRS 13 (§ 48), which permits to measure the fair value of a group of financial assets or a group of financial liabilities on the basis of the price that would be received to sell or transfer a net position towards a particular risk in an orderly transaction between market participants at the measurement date under current market conditions.
To determine the net position, the Group takes into account existing arrangements to mitigate the credit risk exposure in the event of default (e.g. a master netting agreement with the counterparty). The fair value measurement takes into consideration the likelihood that such an arrangement would be legally enforceable in the event of default.
Valuation of derivatives takes into account the Credit Valuation Adjustment (“CVA”) and the Debit Valuation Adjustment (“DVA”).
CVA, calculated for a given counterparty, is the product of:
DVA based on URW’s credit risk corresponds to the loss that the Group’s counterparties may face in case of the Group’s default. It is the product of:
Borrowing costs directly attributable to the acquisition or construction of an asset are capitalised as part of the cost of the respective assets. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
The interest costs capitalised are calculated using the Group’s weighted average costs of borrowing applied to the average value of the work completed during each quarter, unless specific financing exists for the project. In this case, the specific interest costs of the project are capitalised.
Capitalisation of borrowing costs starts when the asset is qualified as an IPUC and/or as inventory and ends when the project is transferred to standing investment property at the delivery date to the tenant or earlier when the project is technically completed or when an asset is available for sale.
Long-term liabilities and receivables are discounted when this has a significant impact:
| (€ Mn) | 2024 | 2023 | |
|---|---|---|---|
| Security transactions | 69.8 | 86.5 | |
| Other financial interest | 125.7 | 99.8 | |
| Interest income on economical hedging instruments | 446.4 | 372.3 | |
| (1) | Subtotal financial income | 641.9 | 558.5 |
| Security transactions | – | – | |
| Interest on bonds and Euro Medium Term Notes (“EMTNs”) | (490.4) | (474.5) | |
| Interest and expenses on borrowings | (224.2) | (156.8) | |
| Interest on lease liability | (56.7) | (60.7) | |
| Interest on preferred shares | (12.8) | (12.9) | |
| Interest on partners’ advances | (57.7) | (55.7) | |
| Other financial interest | (50.1) | (44.6) | |
| Interest expenses on economical hedging instruments | (296.1) | (260.8) | |
| Financial expenses before capitalisation of financial expenses | (1,187.9) | (1,066.0) | |
| Capitalised financial expenses | 79.9 | 71.4 | |
| Subtotal net financial expenses | (1,108.0) | (994.6) | |
| Total net financial costs | (466.1) | (436.1) |
(1) Includes interest income on economic hedging financial investments.
Financial income and expenses from the consolidated statement of cash flows correspond to cash amounts of financial interest paid and received during the period. They do not include any non-cash items such as accrued interest and amortisation of issuance costs.
| (€ Mn) | 2024 | 2023 |
|---|---|---|
| Currency impact | 52.8 | 41.4 |
| Mark-to-market, costs of purchase and disposals of derivatives | 36.8 | (310.3) |
| Other financial assets and liabilities | (25.8) | (101.1) |
| Debt discounting | (0.1) | 0.8 |
| Total non-recurring financial result | 63.7 | (369.2) |
1 2 3 4 6 7 8CHAPTER 5
Investments in financial assets mainly correspond to vendor loans agreed on during asset disposals in France and Central Europe, and equity interests in unlisted investments in the US.
As at December 31, 2024, investments in financial assets stand at €269.1 Mn (compared to €260.0 Mn as at December 31, 2023). This increase is mainly driven by changes in fair values.
On September 4, the Group secured additional liquidity through the successful issuance of a dual-tranche green bond of €1.3 Bn, with an average maturity of 7.5 years and an average coupon of 3.688%, comprising:
In 2024, the Group signed €2.7 Bn sustainability-linked credit facilities with an average maturity of 4.9 years. Concurrently, the Group repaid €500 Mn short-term loans put in place since the COVID period with a remaining maturity of 2.6 years.
Furthermore, the Group extended, by one year the maturity of €946 Mn existing European credit facilities under sustainability-linked format.
During the first half, the Group refinanced €150 Mn maturing mortgage debt on Pasing Arcaden (Germany) at a spread of Mid swap +110 bps and a 5-year maturity. This non-recourse mortgage debt has been repaid in H2-2024 following the disposal of the asset in November 2024.
On July 22, the Group signed a 2-year extension of $350 Mn existing CMBS on Westfield Montgomery (US) at a fixed rate of 3.766%. This non-recourse mortgage debt is fully consolidated in URW’s accounts following the acquisition of the remaining 50% stake from the JV partner in early July.
In addition, in the context of the disposal of a 25% stake in Centrum Černý Most (Czech Republic), the JV holding the asset signed in December an up to €268 Mn 5-year non-recourse green mortgage loan, that will be partly used to finance the ongoing shopping mall extension. This was the largest syndicated commercial real estate loan in the Czech market since 2023. The drawn debt is fully consolidated in URW’s accounts.
No short-term paper issued in 2024 due to the Group’s high liquidity position.
| Outstanding duration to maturity | Current | Non-current | Total | Total |
|---|---|---|---|---|
| Less than 1 year | 3,159.0 | 8,359.6 | 10,949.0 | 22,467.5 |
| 1 year to 5 years | 3,063.6 | 8,360.1 | 10,945.6 | 22,369.2 |
| More than 5 years | 225.1 | – | – | 225.1 |
| (67.1) | – | – | (67.1) |
| (62.3) | – | – | (62.3) | (71.5) | |
|---|---|---|---|---|---|
| premium | (0.3) | (0.5) | 3.4 | 2.6 | 0.8 |
| Bank borrowings | 2.5 | 2,990.1 | – | 2,992.6 | 3,045.7 |
| Principal debt | 15.1 | 2,993.9 | – | 3,009.0 | 3,059.9 |
| Accrued interest | 16.2 | – | – | 16.2 | 16.1 |
| Borrowings issue | (35.3) | – | – | (35.3) | (36.6) |
| fees | 0.2 | ||||
| Accrued interest on bank overdrafts | – | – | – | – | |
| Bank overdrafts and current accounts to balance out cash flow | 6.4 | – | – | 6.4 | 6.2 |
| Mark-to-market of debt | – | (3.8) | – | (3.8) | 0.0 |
| Other financial liabilities | – | 28.1 | 1,092.3 | 1,120.4 | 1,354.9 |
| Current accounts with non-controlling interests | 28.1 | 1,092.3 | 1,120.4 | 1,354.9 | |
| (3) | 85.9 | 262.1 | 631.3 | 979.3 | 977.0 |
| Lease liabilities | |||||
| Total financial debt | 3,247.4 | 11,639.9 | 12,672.6 | 27,559.9 | 27,895.1 |
(1) Include currency impacts on debt raised in foreign currency for an amount of +€48.3 Mn as at December 31, 2024 (+€24.6 Mn as at December 31, 2023). The amount shown in the Financial Resources note (€22,321 Mn) corresponds to the amount of bonds after impact of derivatives instruments on debt raised in foreign currencies.
(2) They are considered as non-current as they are financing the related assets.
(3) During H2-2021, URW entered into a new amendment with the Airport Authorities of Los Angeles which provides for rent reliefs related to the minimum annual guaranteed rent. Based on the terms of the amendment, URW applied the rent relief as a lease modification accounting according to IFRS 16 to remeasure the lease liability and the right-of-use. As a result, lease liability and right-of-use are remeasured every year.
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
The variation of financial debt by flows breaks down as follows:
(€ Mn)
| Dec. 31, 2023 | Cash flows | Variation of accrued interest | Variation scope | Currency translation | Fair value impact | Dec. 31, 2024 | |||
| Increase | Decrease | Non-cash flows | |||||||
| Bonds and EMTNs | 22,517.4 | 1,287.6 | (1,617.6) | (8.8) | – | 261.9 | 1.7 | 25.3 | 22,467.5 |
| Bank borrowings | 3,045.7 | 129.5 | (678.1) | (1.2) | 314.6 | 88.2 | – | 93.9 | 2,992.6 |
| Other financial liabilities | 1,354.9 | 82.1 | (131.9) | – | (184.7) | – | – | – | 1,120.4 |
| Lease liabilities | 977.0 | 11.8 | (62.7) | – | – | 23.1 | – | 30.1 | 979.3 |
| Total | 27,895.1 | 1,511.0 | (2,490.3) | (10.0) | 129.9 | 373.2 | 1.7 | 149.3 | 27,559.9 |
(1) The cash flows differ from those in the consolidated statement of cash flows (increase of +€1,568.7 Mn and decrease of -€2,531.4 Mn) mainly due to the variation of guarantee deposits received.
(2) Net of bonds and EMTNs issuance costs and issuance fees.
(3) The variation of accrued interest is included in lines “Financial income”/“Financial expenses” of the consolidated statement of cash flows.
(4) The variation of Others includes straight-lining of premiums and fees on EMTNs and bank borrowings and change in recognition of lease liabilities in application of IFRS 16.
(5) The variation of scope includes the impact on current accounts further the acquisition of complementary stake in URW Germany and the complementary debt on the acquisition of Westfield Montgomery (see note 1.1.1 Acquisitions in 2024).
As at December 2023, the variation of financial debt by flows broke down as follows:
(€ Mn)
| Dec. 31, 2022 | Cash flows | Variation of accrued interest | Variation scope | Currency translation | Fair value impact | Dec. 31, 2023 | |||
| Increase | Decrease | Non-cash flows | |||||||
| Bonds and EMTNs | 22,489.3 | 736.1 | (576.2) | (4.9) | – | (153.2) | 2.2 | 24.1 | 22,517.4 |
| Bank borrowings | 1,651.2 | 1,500.1 | (0.1) | 11.4 | (110.5) | (27.5) | 0.8 | 20.4 | 3,045.7 |
| Other financial liabilities | 1,363.4 | 74.2 | (82.3) | – | (0.1) | 0.0 | – | (0.1) | 1,354.9 |
| Lease liabilities | 898.9 | 26.9 | (65.3) | – | 42.9 | (11.7) | – | 171.1 | 977.0 |
Total 26,402.8 2,337.2 (723.9) 6.5 (153.5) (192.4) 3.0 215.5 27,895.1
| Current | Non-current | ||||||
|---|---|---|---|---|---|---|---|
| Less than 1 year | 1 to 2 years | 2 to 3 years | 3 to 4 years | 4 to 5 years | More than 5 years | Total | |
| € Mn | 3,063.6 | 1,162.0 | 2,991.9 | 1,731.3 | 2,474.9 | 10,945.6 | 22,369.2 |
| Bank borrowings | 15.1 | 1,585.5 | 300.0 | 583.9 | 524.4 | - | 3,009.0 |
| Lease liabilities | 85.9 | 79.8 | 66.5 | 58.8 | 57.0 | 631.3 | 979.3 |
| Total | 3,164.6 | 2,827.3 | 3,358.4 | 2,374.0 | 3,056.3 | 11,576.9 | 26,357.6 |
424
| Issue date | Rate | Currency | Amount at Dec. 31, 2024 (€ Mn) | Maturity |
|---|---|---|---|---|
| November 2010 | Fixed rate 4.17% | EUR | 41.0 | November 2030 |
| October 2011 | Fixed rate 4.1% | EUR | 27.0 | October 2031 |
| November 2011 | Fixed rate 4.05% | EUR | 20.0 | November 2031 |
| February 2013 | Fixed rate HKD | HKD | 86.8 | February 2025 |
| swapped back into EUR | ||||
| March 2013 | Fixed rate HKD | HKD | 72.5 | March 2025 |
| swapped back into EUR | ||||
| October 2013 | Fixed rate HKD | HKD | 49.6 | October 2025 |
| swapped back into EUR | ||||
| March 2014 | Fixed rate 3.08% | EUR | 20.0 | March 2034 |
| April 2014 | Fixed rate 3.08% | EUR | 30.0 | April 2034 |
| June 2014 | Fixed rate 2.5% | EUR | 600.0 | June 2026 |
| September 2014 | Fixed rate 4.75% | USD | 481.3 | September 2044 |
| (1) | ||||
| April 2015 | Fixed rate 1.38% | EUR | 655.0 | April 2030 |
| April 2015 | Fixed rate 1% | EUR | 500.0 | March 2025 |
| November 2015 | Fixed rate 2.07% | EUR | 30.0 | November 2030 |
| November 2015 | Fixed rate HKD | HKD | 93.0 | November 2025 |
| swapped back into EUR | ||||
| Fixed rate 2.1% during | ||||
| December 2015 | 3 years then Constant | EUR | 70.0 | December 2030 |
| Maturity Swap 10 years | ||||
| (floored at 0% | ||||
| capped at 4%) | ||||
| March 2016 | Fixed rate 1.38% | EUR | 500.0 | March 2026 |
| March 2016 | Float rate (Erb6M+0%, | EUR | 20.0 | March 2027 |
| floored at 0.95%, |
| April 2016 | Fixed rate 1.13% | EUR | 500.0 | April 2027 |
|---|---|---|---|---|
| April 2016 | Fixed rate 2% | EUR | 500.0 | April 2036 |
| November 2016 | Fixed rate 0.88% | EUR | 500.0 | February 2025 |
| December 2016 | Fixed rate HKD | HKD | 62.0 | November 2026 |
| swapped back into EUR | ||||
| February 2017 | Fixed rate 1.5% | EUR | 600.0 | February 2028 |
| May 2017 | Fixed rate 1.5% | EUR | 500.0 | May 2029 |
| May 2017 | Fixed rate 2% | EUR | 500.0 | May 2037 |
| May 2018 | Fixed rate 1.13% | EUR | 800.0 | September 2025 |
| May 2018 | Fixed rate 1.88% | EUR | 900.0 | January 2031 |
| May 2018 | Fixed rate 2.25% | EUR | 500.0 | May 2038 |
| June 2018 | Structured coupon | EUR | 40.0 | June 2033 |
| linked to CMS 15 year | ||||
| September 2018 | Fixed rate 4.63% | USD | 481.3 | September 2048 |
| Fixed rate 4.13% | USD | 481.3 | September 2028 | |
| December 2018 | Fixed rate 2% | EUR | 100.0 | December 2033 |
| February 2019 | Fixed rate 1% | EUR | 750.0 | February 2027 |
| February 2019 | Fixed rate 1.75% | EUR | 750.0 | February 2034 |
| March 2019 | Fixed rate 2.13% | GBP | 361.8 | March 2025 |
| Fixed rate 2.63% | GBP | 603.0 | March 2029 | |
| June 2019 | Fixed rate 3.5% | USD | 721.9 | June 2029 |
| July 2019 | Fixed rate 1.75% | EUR | 500.0 | July 2049 |
| October 2019 | Fixed rate 2.88% | USD | 721.9 | January 2027 |
| Fixed rate 0.88% | EUR | 750.0 | March 2032 | |
| April 2020 | Fixed rate 2.13% | EUR | 600.0 | April 2025 |
| April 2020 | Fixed rate 2.63% | EUR | 800.0 | April 2030 |
| June 2020 | Fixed rate 2% | EUR | 750.0 | June 2032 |
| December 2020 | Fixed rate 1.38% | EUR | 1,000.0 | December 2031 |
| Issue date | Rate | Currency | Amount at Dec. 31, 2024 (€ Mn) | Maturity |
|---|---|---|---|---|
| December 2020 | Fixed rate 0.63% | EUR | 1,000.0 | May 2027 |
| May 2021 | Fixed rate 1.38% | EUR | 600.0 | May 2033 |
| May 2021 | Fixed rate 0.75% | EUR | 650.0 | October 2028 |
| December 2023 | Fixed rate 4.13% | EUR | 750.0 | December 2030 |
| September 2024 | Fixed rate 3.5% | EUR | 650.0 | September 2029 |
| September 2024 | Fixed rate 3.88% | EUR | 650.0 | September 2034 |
| Total | 22,369.2 |
(1) Subject to covenants (see note 7.3.5 Covenants).
As at December 31, 2024, the LTV (1) ratio amounted to 41.7% (41.8% as at December 31, 2023).
The Interest Coverage Ratio (“ICR”) for the period stood at 4.2x (2) (4.2x as at December 31, 2023).
The Group’s corporate debt (3) covenants levels and corresponding current ratios are set at:
| Financial ratios | Dec. 31, 2024 | Rule 144A and Europe credit facility covenants level | Regulation S covenants level |
|---|---|---|---|
| LTV | 41.7% | < 60% | < 65% |
| ICR | 4.2x | > 2x | > 1.5x |
| FFO (2) | 8.3% | > 4% | n/a |
| /NFD Secured debt ratio | 5.0% | n/a | < 45% |
| (3) Unencumbered leverage ratio | 1.9x | n/a | > 1.25x |
(2) Funds From Operations (“FFO”): on an annualised basis, the recurring EBITDA minus (i) net recurring financial expenses and (ii) tax on recurring operating result.
(3) Secured debt/Total assets.
(4) Unencumbered assets/Unsecured debt.
These covenants are tested twice a year based on the Group’s IFRS financial statements. As at December 31, 2024, 100% of the Group’s credit facilities and loans:
The non-recourse mortgage debt raised by certain entities of the Group includes financial covenants:
| Covenant level | % of non-recourse mortgage incl. this feature in such covenant | |||
|---|---|---|---|---|
| Debt Yield (1) | 5% – 7% | 20% | ||
| Debt to Rent | 8.9x | 2% | ||
| ICR covenants | 1.3x – 2.5x | 31% | ||
| LTV covenants | 55% – 75% | 51% |
(1) Debt Yield: ratio of the net operating income to the outstanding loan amount, net of certain cash as defined in the relevant mortgage loan documentation.
(1) Loan-to-Value (“LTV”) = Net financial debt (or “net debt”) / Total assets excluding €720 Mn of goodwill not justified by fee business as per the Group’s European leverage covenants, including transfer taxes. The proportionate LTV ratio is 42.9%.
(2) Proportionate ICR of 3.9x.
(3) Corresponds to unsecured debt issued by the Group, i.e. bonds (EMTN, Rule 144A and Reg S Bonds), bank debt (term loans and drawn credit facilities).
• There are no financial covenants (such as LTV or ICR) in the Neu MTN, the Neu CP and the ECP programmes of URW.
In the consolidated statement of cash flows, “Other financing activities” comprise mainly costs paid on derivatives purchase and disposals.
Net financial debt is determined as below:
| Net financial debt | € Mn | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|---|
| Amounts accounted for in balance sheet | |||
| Non-current bonds and borrowings | 23,419.1 | 25,082.6 | |
| Current borrowings and amounts due to credit institutions | 3,161.5 | 1,835.5 | |
| Total financial liabilities | 26,580.5 | 26,918.1 | |
| Adjustments | |||
| Mark-to-market of debt | 1.2 | (0.8) | |
| Current accounts with non-controlling interests | (1,120.4) | (1,354.9) | |
| Impact of derivatives instruments on debt raised in foreign currency | (48.3) | (24.6) | |
| Accrued interests/issuance fees | (76.6) | (68.9) | |
| Total financial liabilities (nominal value) | 25,336.4 | 25,468.8 | |
| (1) | |||
| Cash and cash equivalents | (5,288.9) | (5,502.3) | |
| (1) | |||
| Net financial debt | 20,047.4 | 19,966.5 |
(1) Bank overdrafts and current accounts to balance out cash flow are included in the total financial liabilities, in 2024 for €6.4 Mn and in 2023 for €6.2 Mn.
| € Mn | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| Marketable securities | 0.4 | 2.3 |
| Short-term deposit | 2,756.7 | 2,192.0 |
| (1) | ||
| Cash | 2,531.9 | 3,308.0 |
| Total assets | 5,288.9 | 5,502.3 |
| Bank overdrafts and current accounts to balance out cash flow | (6.4) | (6.2) |
| Total liabilities | (6.4) | (6.2) |
| Net cash at period end | 5,282.5 | 5,496.1 |
| (2) |
(1) Short-term deposits are denominated in euro and USD.
(2) The high level of cash as at December 31, 2024, aims to cover URW’s debt repayment needs corresponding to the bonds and bank loans outstanding as at December 31, 2024, and maturing within 1 year (see note 7.5.1 “Liquidity risk”).
| Amounts recognised in the statement of comprehensive income | Fair value | Other Changes in adjustments of comprehensive | scope of |
|---|---|---|---|
| (€ Mn) | Dec. 31, 2023 | derivatives | income consolidation |
| Acquisitions | Disposals | Reallocation | Dec. 31, 2024 |
| Assets Derivatives at fair value | 250.7 | 5.6 | 0.0 |
| – | 40.9 | (46.8) | – |
| 250.6 | non-current | • | Without a hedging relationship |
| Liabilities Derivatives at fair value | 796.3 | 320.7 | – |
| – | 206.1 | (561.4) | – |
| 761.7 | non-current | • | Without a hedging relationship |
| Net | (545.6) |
| (€ Mn) | Dec. 31, 2022 | Acquisitions | Disposals | Reallocation | Dec. 31, 2023 |
|---|---|---|---|---|---|
| Assets Derivatives at fair value | 831.0 | (687.2) | (0.0) | – | 163.5 |
| non-current | • Without a hedging relationship | 831.0 | (687.2) | (0.0) | – |
| Liabilities Derivatives at fair value | 1,097.4 | (317.3) | – | – | 67.9 |
| non-current | • Without a hedging relationship | 1,097.4 | (317.3) | – | – |
| 163.5 | (56.5) | – | 250.7 |
|---|---|---|---|
| 796.3 | (51.7) | – | – |
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
The following table shows the Group’s contractually agreed interest payments and repayments of the non-derivative financial liabilities (excluding leases liabilities and current accounts) and the derivatives with positive and negative fair values. Amounts in foreign currency were
| (266.4) | (369.9) | (0.0) | – | 95.6 | (4.8) | – | (545.6) | 5.2 |
|---|---|---|---|---|---|---|---|---|
translated at the closing rate at the reporting date. The payments of the floating rate interests have been calculated on the basis of the last interest rates published on December 31, 2024. Commercial paper has been allocated at the earliest period of redemption even if they are rolled over. All other borrowings have been allocated by date of maturity.
| Carrying | amount | Less than 1 | 1 year to 5 | More than 5 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (1) | (€ Mn) | Dec. 31, 2024 | Interest | Redemption | Interest | Redemption | Interest | Redemption | ||||
| Bonds, | borrowings | and amounts | due to credit | institutions | Bonds and | (22,369.2) | (471.7) | (3,063.6) | (1,490.5) | (8,360.1) | (1,631.6) | (10,945.6) |
| EMTNs | ||||||||||||
| Bank | borrowings | and other | financial | liabilities | (2) | (3,009.0) | (116.4) | (15.1) | (232.2) | (2,993.9) | – | – |
| Financial | derivatives | Derivative | financial | liabilities | Derivatives | without a | (761.7) | (43.0) | 47.1 | (292.7) | 1.2 | (540.0) |
| hedging | relationship | Derivative | financial | assets | Derivatives | without a | 250.6 | 159.6 | – | 260.2 | – | (0.2) |
(1) Corresponds to the amount of principal debt (see note 7.3.3 “Financial debt breakdown and outstanding duration to maturity”).
(2) Excludes current accounts with non-controlling interests and lease liabilities.
The average maturity of the Group’s debt, considering the undrawn credit lines (1) and cash on hand, stood at 7.3 years and at 5.7 years without taking into account the undrawn credit lines and cash on hand.
URW’s debt maturing over the next 12 months amounts to €3,079 Mn (including €3,064 Mn of bonds). In any event, the next 12 months debt repayment needs are fully covered (2) by €13.9 Bn including €5.3 Bn of cash on hand and €8.6 Bn of credit facilities.
The credit facilities maturing over the next 12 months amount to €0.35 Bn. URW is considering opportunities to extend or renew part of these maturing lines.
Due to its use of derivatives to minimise its interest and exchange rate risk, the Group is exposed to potential counterparty defaults. The counterparty risk is the risk of replacing the derivative transactions at current market rates in the case of default. To limit counterparty risk, URW relies solely on major international banks for its hedging operations.
In case of derivative termination, netting can apply as a result of existing agreements between the Group and the banks. The related amounts of derivative instruments, would be €35.6 Mn for assets and €623.1 Mn for liabilities.
Credit risk arises from cash and equivalents as well as credit exposures with respect to rental customers. Credit risk is managed on a Group level.
The Group structures the level of credit risk it accepts by placing limits on its exposure to a single counterparty, or groups of counterparties, and to geographical and industry segments. Such risks are subject to at least an annual review, and often more frequently. The Group has policies in place to ensure that rental contracts are made with customers with an appropriate credit history.
The main tenants of URW’s Office properties in France are blue-chip companies. The tenant profile minimises insolvency risks.
(1) Subject to covenants.
(2) Subject to covenants.
In the Shopping Centres segment, the risk of insolvency is spread widely across a large number of tenants.
When tenants sign their lease agreements, they are typically required to provide financial guarantees, such as a deposit, first-demand guarantee or a surety bond amounting to between 3 and 6 months’ rent.
Payments for ancillary services provided by the C&E segment are generally received in advance, thereby reducing the risk of unpaid debt.
Late payment reminders are automatically issued in respect of late payments and penalties are applied, in normalised context. Such late payments are monitored by a special “default” committee in each business segment, which decides on the pre-litigation or litigation action to be taken.
According to IFRS 9, the estimated provision corresponds to the amount that the Company does not expect to recover. Although, when collecting a tenant deposit or obtaining a bank guarantee, URW partially covers the possible future losses.
URW’s provision policy meets the simplified model of IFRS 9:
expected future losses on the considered client segment; URW respects the notion of back testing (comparisons are performed with historical rates of losses) and if needed, the rates are adjusted to take into account any new trigger event; and
The Group applies the following rules to calculate the provision for doubtful accounts as at December 31, 2024:
As at December 31, 2024, the gross amount of receivables amounted to €754.2 Mn and the provision for doubtful debtors to -€266.4 Mn compared with €751.5 Mn and -€245.0 Mn, respectively, at the end of December 2023.
The amount of the overdue trade receivables amounts to €285.2 Mn in 2024.
Market risks can generate losses resulting from fluctuations in interest rates, exchange rates, raw material prices and share prices. URW’s risk mainly relates to (i) interest rate fluctuations on the debt it has taken out to finance its investments and maintain the cash position it requires and (ii) exchange rate fluctuations due to the Group’s activities in countries outside the Eurozone, in particular in the US and the UK.
The average cost of debt corresponds to the ratio between “recurring financial expenses (excluding the ones on financial leases and partners’ current accounts) + capitalised financial expenses (excluding non-recurring financial expenses such as mark-to-market and termination costs of financial instruments including bonds repurchased, currency impact)” and “average net debt over the period”.
The average cost of debt as at December 31, 2024, was 2.0% (1.8%), representing the blended average cost of 1.4% for euro-denominated debt and 4.6% for USD and GBP-denominated debt.
The Group’s cost of debt slightly increased over 2024 due to a higher marginal cost of funding from debt raised in 2023 and 2024, partly compensated by increasing remuneration on the Group’s cash position in 2024 and hedges in place.
| (€ Mn) | Fixed rate | Variable rate | ||||
|---|---|---|---|---|---|---|
| Less than 1 year | 1 year to 2 years | 2 years to 3 years | 3 years to 4 years | 4 years to 5 years | More than 5 years | Total |
| Less than 1 year | 3,085.1 | – | ||||
| 1 year to 2 years | 1,492.4 | 1,255.1 | ||||
| 2 years to 3 years | 3,121.9 | 170.0 | ||||
| 3 years to 4 years | 1,731.3 | 583.9 | ||||
| 4 years to 5 years | 2,777.4 | 221.9 | ||||
| More than 5 years | 10,945.6 | – | ||||
| Total | 23,153.7 | 2,230.9 |
(1) Including index-linked debt.
The Group does not have a micro-hedging strategy, except when both currency exchange risk and interest rate risk are hedged, which enables it not to correlate its liquidity risk and interest rate risk management. Consequently, the maturities of the debts and hedging instruments can be dissociated and the outstanding derivatives instruments can hedge a part of the fixed rate debt maturing in the following years.
The interest cost of outstanding debt was fully hedged as at December 31, 2024, through both:
The hedging balance as at December 31, 2024, breaks down as follows:
| Outstanding total at Dec. 31, 2024 | (€ Mn) | Fixed rate | Variable rate |
|---|---|---|---|
| Financial liabilities before hedging program | (23,153.7) | (2,230.9) | |
| Micro-hedging | 6,993.0 | (6,993.0) | |
| Financial liabilities after micro-hedging | (16,160.7) | (9,223.9) | |
| Swap rate hedging | 7,351.2 | ||
| Net debt not covered by swaps | (1,872.7) | ||
| Cap hedging | 1,155.1 | ||
| Hedging balance as at Dec. 31, 2024 | – | (717.7) |
(1) Including index-linked debt.
(2) Partners’ current accounts are not included in variable-rate debt.
(3) Forward hedging instruments are not accounted for in this line.
(4) Do not include floor hedging.
| Outstanding total at Dec. 31, 2023 (€ Mn) | Fixed rate | Variable rate |
|---|---|---|
| Financial liabilities before hedging programme | (23,003.5) | (2,489.9) |
| Micro-hedging | 4,435.4 | (4,435.4) |
| Financial liabilities after micro-hedging | (18,568.1) | (6,925.3) |
| Swap rate hedging | 4,703.8 | |
| Net debt not covered by swaps | (2,221.5) | |
| Cap hedging | 11,550.0 | |
| Hedging balance as at Dec. 31, 2023 | – | 9,328.5 |
| Hedging instruments maturing on Jan. 2, 2024 | (11,550.0) | |
| Hedging instruments starting on Jan. 2, 2024 | 4,950.6 | |
| Hedging balance considering hedging instruments maturing or starting on Jan. 2, 2024. | 2,729.1 |
(1) Including index-linked debt.
(2) Partners’ current accounts are not included in variable-rate debt.
(3) Forward hedging instruments are not accounted for in this table.
Over 2024, the Group continued to adjust its hedging position in view of market conditions, its current disposal and investment plans, its existing hedging programme and debt (1) as well as the debt the Group expects to raise in the coming years. The cost of these adjustments including new instruments implemented in 2024 was a net income of €3.8 Mn.
The Group’s net interest rate position (2) is fully hedged for 2025 and 2026.
Over 2024, short-term interest rates across currencies moved by: -120 bps for 3M Euribor, -102 bps for 3M SOFR and -58 bps for 3M SONIA.
Based on the Group’s budgeted net debt in 2025, if interest rates (3) (Euribor, SOFR, SONIA) were to increase/decrease, the Group’s recurring result in 2025 would be impacted by:
| Euros (€Mn) | USD ($Mn) | GBP (£Mn) | Total eq. Euros (€Mn) | |
|---|---|---|---|---|
| -50 bps interest rate | – | +4.7 | – | +4.5 |
| -25 bps interest rate | – | +2.3 | – | +2.3 |
| +25 bps interest rate | +11.1 | (2.3) | – | +8.9 |
| +50 bps interest rate | +23.2 | (4.7) | – | +18.7 |
As shown in the table above, the impact of a rate increase on the recurring financial expenses would be positive as the hedging instruments in place in 2025 are expected to be above budgeted debt.
(1) On a proportionate basis.
(3) The impact on exchange rates due to this theoretical increase/decrease in interest rates is not taken into account. The theoretical impact of an increase/decrease in interest rates is calculated relative to the 1-year forward interest rates as at December 31, 2024: 3M Euribor (2.2304%), 3M SOFR (4.1508%) and 3M SONIA (4.3595%).
The Group is active in countries outside the Eurozone. When converted into euros, the income and value of the Group’s investments may be impacted by fluctuations in exchange rates against the euro. The Group’s policy objective is to apply a broadly consistent (1) LTV by currency allowing it to match part of the foreign currency asset value and income with debt and financial expenses in the same currency, thus reducing the exchange rate effects on the Group’s balance sheet and earnings. Foreign exchange risk can be hedged by either matching investments in a specific currency with debt in the same currency or using derivatives to achieve the same risk management goal.
Measure of the exposure to other risks as at December 31, 2024 (€ Mn)
| Currency | Assets | Liabilities | Net exposure | Hedging instruments | Exposure net of hedges |
|---|---|---|---|---|---|
| USD | 9,949 | (5,191) | 4,758 | – | 4,758 |
| GBP | 2,684 | (1,007) | 1,677 | – | 1,677 |
| SEK | 2,186 | (270) | 1,917 | – | 1,917 |
| Other | 531 | (528) | 3 | 364 | 367 |
| Total | 15,350 | (6,996) | 8,354 | 364 | 8,718 |
Before hedging, the main exposures kept are in USD, GBP and SEK. A change of 10% of EUR/USD, EUR/GBP or EUR/SEK (i.e. a 10% increase of EUR against the USD, GBP or SEK in 2025) would have an impact on shareholders’ equity and the net recurring result as follows:
| Dec. 31, 2024 | Dec. 31, 2023 | |||||
|---|---|---|---|---|---|---|
| Net recurring result gain/(loss) | Equity gain/(loss) | Net recurring result gain/(loss) | Equity gain/(loss) | |||
| Impact of an increase of +10% in the EUR/USD exchange | (27.9) | (432.5) | (22.1) | (335.8) | ||
| Impact of an increase of +10% in the EUR/GBP exchange | (15.8) | (152.4) | (13.5) | (129.2) | ||
| Impact of an increase of +10% in the EUR/SEK exchange | (8.1) | (174.2) | (8.2) | (161.0) |
The impact on the recurring net result would be partly offset by the FX hedging that the Group has put in place against EUR/USD, EUR/GBP and EUR/SEK fluctuations.
(1) On a proportionate basis.
| FAAC: | Financial Asset at Amortised Cost |
|---|---|
| FAFVOCI: | Financial Asset at Fair Value through Other Comprehensive Income |
| FAFVTPL: | Financial Asset at Fair Value Through Profit or Loss |
| FLAC: | Financial Liabilities at Amortised Cost |
| FLFVTPL: | Financial Liabilities at Fair Value Through Profit or Loss |
| Categories in accordance with IFRS 9 | Carrying amount (€ Mn) | Fair value recognised in equity | Fair value recognised in profit and loss | Fair value Dec. 31, 2024 |
|---|---|---|---|---|
| Investments in financial assets FAAC/FAFVOCI/FAFVTPL | 269.1 | 122.0 | 31.2 | 115.9 |
| Derivatives at fair value FAFVTPL | 250.6 | 250.6 | ||
| Trade receivables from activity FAAC | 282.3 | 282.3 | ||
| Other receivables FAAC | 297.2 | 297.2 | ||
| Cash and cash equivalents FAAC/FAFVTPL | 5,288.9 | 2,756.7 | 2,532.2 | |
| Total | 6,388.2 |
| Commitment to non-controlling interests FLFVTPL | 93.8 | 93.8 | ||
|---|---|---|---|---|
| Financial debts FLAC | 27,559.9 |
| Derivatives at fair value | FLFVTPL | 25,609.2 |
|---|---|---|
| Non-current amounts due on investments | FLAC | 15.7 |
| Other non-current liabilities | FLAC/FLFVTPL | 29.8 |
| Amounts due to suppliers and other current debt | FLAC | 1,171.6 |
29,632.6
28,777.1
855.6
27,681.8
(1) Excluding rent-free periods and step rents.
(2) Excluding prepaid expenses, service charges due and tax receivables.
(3) Financial debt is valued at market value based on market rates and spread issuers at each closing date. The amount includes a fixed rate debt for €22,933.2 Mn valued at €20,982.4 Mn.
FAAC: Financial Asset at Amortised Cost
FAFVOCI: Financial Asset at Fair Value through Other Comprehensive Income
FAFVTPL: Financial Asset at Fair Value Through Profit or Loss
FLAC: Financial Liabilities at Amortised Cost
FLFVTPL: Financial Liabilities at Fair Value Through Profit or Loss
Amounts recognised in statement of financial position according to IFRS 9
| Categories in accordance with IFRS 9 | Carrying amount recognised in (€ Mn) | Fair value recognised in equity | Fair value recognised in profit and loss |
|---|---|---|---|
| Assets | Investments in financial assets | FAAC/FAFVOCI/FAFVTPL |
| 260.0 | 127.8 | 18.8 | 113.4 | 260.0 | |||
|---|---|---|---|---|---|---|---|
| Derivatives at fair value | FAFVTPL | 250.7 | – | – | 250.7 | 250.7 | |
| Trade receivables from activity | (1) | FAAC | 268.5 | 268.5 | – | – | 268.5 |
| Other receivables | (2) | FAAC | 412.7 | 412.7 | – | – | 412.7 |
| Cash and cash equivalents | FAAC/FAFVTPL | 5,502.3 | 2,192.0 | – | 3,310.2 | 5,502.3 | |
| 6,694.1 | 3,001.0 | 18.8 | 3,674.3 | 6,694.1 | |||
| Liabilities | |||||||
| Commitment to non-controlling interests | FLFVTPL | 32.7 | – | – | 32.7 | 32.7 | |
| Financial debts | (3) | FLAC | 27,895.1 | 27,895.1 | – | – | 25,515.5 |
| Derivatives at fair value | FLFVTPL |
| Non-current amounts due on investments | FLAC | 24.6 | 24.6 | – | – | 24.6 | |
|---|---|---|---|---|---|---|---|
| Other non-current liabilities | FLAC/FLFVTPL | 32.9 | 32.9 | – | – | 32.9 | |
| Amounts due to suppliers and other current debt | (4) | FLAC | 1,167.7 | 1,167.7 | – | – | 1,167.7 |
| Total | 29,949.4 | ||||||
| Previous Total | 29,120.3 | ||||||
| Difference | 829.1 | ||||||
| Another Total | 27,569.8 |
(1) Excluding rent-free periods and step rents.
(2) Excluding prepaid expenses, service charges due and tax receivables.
(3) Financial debt is valued at market value based on market rates and spread issuers at each closing date. The amount includes a fixed rate debt for €22,819.6 Mn valued at €20,440.0 Mn.
(4) Excluding deferred income, service charges billed and tax liabilities.
“Trade receivables from activity”, “Other receivables”, “Cash and cash equivalents” and “Amounts due to suppliers and other current debt” mainly have short-term maturity. Consequently, their carrying amounts at the reporting date approximate the fair value.
IFRS 13 establishes a hierarchy of valuation techniques for financial instruments. The following categories are identified:
Fair value measurement at Dec. 31, 2024 (€ Mn)
| Total | |||||
| Level 1 | Level 2 | Level 3 | |||
| Assets | |||||
| Fair value through profit or loss | Investments in financial assets | 115.9 | – | – | 115.9 |
| Derivatives | 250.6 | – | 250.6 | – | |
| Marketable securities | 0.5 | 0.5 | – | – | |
| Fair value through equity | Investments in financial assets | 31.2 | – | – | 31.2 |
| Derivatives | – | – | – | – | |
| Total | 398.2 | 0.5 | 250.6 | 147.1 | |
| Liabilities | Fair value through profit or loss |
| 93.8 | – | – | 93.8 |
|---|---|---|---|
| 761.7 | – | 761.7 | – |
|---|---|---|---|
| – | – | – | – |
|---|---|---|---|
| 855.6 | – | 761.7 | 93.8 |
|---|---|---|---|
URW closely monitors its financial risk linked to its activity and the financial instruments it uses. The Group identifies and regularly evaluates its different risk exposures (liquidity, interest rates, and currency exchange rates) in order to implement the adopted strategy.
| Net gain/(loss) in (€ Mn) | From interest | Net gain/(loss) in profit and loss | Net gain/(loss) in equity |
|---|---|---|---|
| Investments in financial assets | 3.9 | 3.9 | (6.4) |
| Hedging instruments at fair value through profit and loss | 150.4 | 150.4 | – |
| Financial liabilities at amortised cost | (700.2) | (700.2) | – |
| (545.9) | (545.9) | (6.4) | |
| Capitalised expenses | 79.9 | ||
| Net financial expenses | (466.1) |
| Net gain/(loss) in (€ Mn) | From interest | Net gain/(loss) in profit and loss | Net gain/(loss) in equity |
|---|---|---|---|
| Investments in financial assets | 8.2 | 8.2 | 1.1 |
| Hedging instruments at fair value through profit and loss | 111.5 | 111.5 | – |
| Financial liabilities at amortised cost | (627.2) | (627.2) | – |
| (507.5) | (507.5) | 1.1 | |
| Capitalised expenses | 71.4 | ||
| Net financial expenses | (436.1) |
The Group companies are taxable according to the tax rules of their country. In some countries, special tax regimes for public property companies exist. Calculation of income tax expenses is based on local rules and rates.
Deferred taxes are recognised in respect of all temporary differences between the carrying amount and tax base of assets and liabilities at each financial year-end. Deferred tax assets or liabilities are calculated based on total temporary differences and on tax losses carried forward, using the local tax rate that will apply on the expected reversal date of the concerned differences, if this rate has been set. Otherwise, they are calculated using the applicable tax rate in effect at the financial year-end date. Within a given fiscal entity or group and for a given tax rate, debit balances are recorded to assets for the amount expected to be recoverable over a foreseeable period. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be used.
The main deferred tax liabilities relate to:
Different tax regimes exist in the following countries.
Status have also opted for this regime. The SIIC regime is based on the concept of tax transparency, meaning that rental income and capital gains made from divestments are not subject to income tax at the level of the Group’s French property companies, but upon distribution to URW’s shareholders. The SIIC regime requires that URW and its SIIC subsidiaries distribute 95% of their recurring income and 100% of their dividend income received from SIIC or equivalent subsidiaries before the end of the following tax year, and 70% of their capital gains before the end of the second tax year following the year in which the gain was generated.
The SIIC regime limits the dividend payment to the statutory distribution capacity and the unpaid SIIC obligation as a result of the capping mechanism is carried forward until the statutory distribution capacity is restored.
The SIIC regime only applies to real estate rental activities, therefore other income generated by URW and its SIIC subsidiaries’ ancillary activities remains subject to income tax.
URW entered the SOCIMI regime in 2013 with most of its Spanish subsidiaries which own standing assets. The SOCIMI regime provides for a tax rate of 0% on recurring income provided that certain requirements – some of them related to the shareholders of URW – are fulfilled. Capital gains realised within the SOCIMI regime are taxed at 0%, and capital gains related to the period before entering into the regime are taxed at the moment of realisation. Based on the SOCIMI regime, the Company has to fulfil distribution obligations of at least 80% of its profits annually, as well as 50% of its capital gains, provided that the remaining 50% is reinvested in the real estate sector within a 3-year period.
The requirements for companies to qualify for the FBI regime are partly related to their activities and their shareholding base. For the main part of the Group’s Dutch real estate, following an agreement with the Dutch tax authorities, the FBI regime is not applied. URW NV, which owns the majority of the US portfolio, does apply the FBI/FII regime. An FBI/FII must distribute its income, calculated according to the rules for corporate income tax, on a yearly base.
URW applies the UK REIT regime for part of its UK real estate portfolio. Based on the regime, various restrictions apply, among them the requirement that at least 75% of the REIT’s net profit must be derived from the property rental business, and 75% of the REIT’s assets must be used in the property rental business or be held as cash. At least 90% of the income from the property rental business must be distributed within 12 months after the end of the accounting period. There is no distribution obligation for gains arising from the disposal of real estate used in the property rental business.
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
URW has elected to apply the REIT regime for the main part of its US portfolio. Like in other REIT regimes, there’s an asset test (75%) along with various securities ownership limits, and in addition there is a combined income test: at least 75% of the gross income must be derived from real estate property rental or from interest on mortgages on real estate property, whereas at least 95% of the gross income must come from a combination of real estate–related sources and passive sources, such as dividends and interest. US law requires the REIT to annually distribute at least 90% of its ordinary taxable income.
| (€ Mn) | 2024 | 2023 |
|---|---|---|
| Recurring deferred and current tax on: | ||
| • Allocation/reversal of provision concerning tax issues | (9.2) | (3.9) |
| • Other recurring results | (85.9) | (73.8) |
| Total recurring tax | (95.1) | (77.7) |
| Non-recurring deferred and current tax on: | ||
| • Change in fair value of investment properties and impairment of intangible assets | (80.4) | 6.6 |
| • Other non-recurring results | 62.6 | 63.7 |
| Total non-recurring tax | (17.8) | 70.3 |
| Total tax | (112.8) | (7.4) |
| Total tax paid | (121.9) | (73.4) |
| Current tax | (19.5) | (43.0) |
| Deferred tax | (93.3) | 35.6 |
|---|---|---|
| Total tax | (112.8) | (7.4) |
| 2024 | 2023 | ||
|---|---|---|---|
| Profit/(loss) before tax, impairment of goodwill and result of associates | 394.6 | (1,367.6) | |
| Income tax using the average tax rate | 43.4% | (171.3) | 337.2 |
| Tax exempt profits (including SIIC, SOCIMI and REIT regimes) | (77.1)% | 304.1 | (192.2) |
| Non-deductible costs | 10.8% | (42.6) | (30.1) |
| Effect of tax provisions | (20.5)% | 80.8 | (33.9) |
| Effect of non-recognised tax losses | 76.0% | (299.7) | (65.1) |
| Effect of change in tax rates | (0.1)% | 0.5 | (26.7) |
| Effect of currency translation in tax | (1.8)% | 7.0 | 4.1 |
| Other | (2.1)% | 8.3 | (0.7) |
| Total tax | 28.6% | (112.8) | (7.4) |
| Deferred tax liabilities | €Mn | Dec. 31, 2023 | Net variation | Reclassification | Currency translation | Change in scope of consolidation | Dec. 31, 2024 |
|---|---|---|---|---|---|---|---|
| (1,951.6) | (79.8) | 1.0 | (2.2) | (1.0) | (2,033.5) | ||
| Deferred tax on investment properties | (1,642.3) | (68.1) | 1.0 | (0.1) | (1.0) | (1,710.5) | |
| Deferred tax on intangible assets | (164.3) | (1.9) | – | 0.7 | – | (165.5) | |
| Deferred tax on leases | (144.9) | (9.8) | – | (2.8) | – | (157.5) | |
| Other deferred tax | 169.7 | 5.5 | (6.9) | 0.1 | (2.0) | 166.3 | |
| Tax loss carry-forward | 36.9 | (0.6) | (6.1) | 0.2 | – | 30.4 | |
| Other | (16.3) | (2.5) | (0.8) | (2.8) | (2.0) | (24.4) | |
| Deferred tax on leases | 149.0 | 8.6 | – | 2.7 | – | 160.3 | |
| Total deferred tax liabilities | (1,781.9) | (74.3) | (5.9) | (2.1) | (3.0) | (1,867.2) |
| Tax loss carry-forward | 16.7 | (18.4) | 6.1 | (0.4) | – | 4.0 |
|---|---|---|---|---|---|---|
| Other deferred tax assets | 7.7 | (0.6) | 0.8 | 0.2 | – | 8.1 |
| Total deferred tax assets | 24.4 | (19.0) | 6.9 | (0.2) | – | 12.1 |
(1) Deferred tax assets and liabilities within a same tax group are offset.
| Deferred tax liabilities | €Mn | Dec. 31, 2022 | First application of IAS 12 A | Net variation | Reclassification | Currency translation | Change in scope of consolidation | Dec. 31, 2023 |
|---|---|---|---|---|---|---|---|---|
| (1,832.6) | (137.6) | 6.0 | (0.8) | 13.2 | – | (1,951.6) | ||
| Deferred tax on investment properties | (1,652.7) | – | 18.9 | (0.8) | 10.2 | – | (1,624.3) |
| on intangible assets | (179.9) | – | (2.9) | – | 0.3 | – | (182.4) |
|---|---|---|---|---|---|---|---|
| on leases | – | (137.6) | (10.1) | – | 2.8 | – | (144.9) |
| Other deferred tax | 3.8 | 142.6 | 28.6 | 5.7 | (10.4) | (0.5) | 169.7 |
| Tax loss carry-forward | 39.5 | – | (3.3) | 1.2 | – | (0.5) | 36.9 |
| Other | (35.7) | – | 22.7 | 4.5 | (7.6) | – | (16.3) |
| Deferred tax on leases | – | 142.6 | 9.2 | – | (2.8) | – | 149.0 |
| Total deferred tax liabilities | (1,828.8) | 5.0 | 34.6 | 4.8 | 2.8 | (0.5) | (1,781.9) |
| Tax loss carry-forward | 14.8 | – | 1.4 | 0.7 | (0.2) | – | 16.7 |
|---|---|---|---|---|---|---|---|
| Other deferred tax assets | 9.0 | – | (0.4) | (1.0) | 0.1 | – | 7.7 |
| Total deferred tax assets | 23.8 | – | 1.0 | (0.3) | (0.1) | – | 24.4 |
(1) Corresponds to the first application of the amendment to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction.
(2) Deferred tax assets and liabilities within a same tax group are offset.
Deferred tax liabilities on properties refer to:
Pillar 2 is a set of rules entered into force on January 1, 2024, designed to ensure large multinational enterprises pay a minimum level of tax (15%) on the income arising in each jurisdiction where they operate. The new legislation provides for a general exemption for REITs subject to certain technicalities. Whereas some legislation clarifications are still expected for some REIT subsidiaries, the Group considers it has consistent information as to the fact that these REIT subsidiaries should not be subject to the minimum tax.
French REIT groups have taken the position of not booking any provision for their REIT subsidiaries owned less than 95% in light of the various discussions the French REIT federation had with OECD and the legislation department of the French tax authorities.
Consequently, the Group has not booked any minimum tax provision for its REIT activities as well as for its non-REIT activities for which the effective taxation rate was assessed to be higher than 15% in its 2024 accounts.
The table below presents the tax basis on which no deferred tax assets were recognised:
| (€ Mn) | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| Temporary differences investment properties | – | – |
| Tax loss carry-forwards not recognised | 5,475.1 | 3,236.3 |
| Total unrecognised tax basis | 5,475.1 | 3,236.3 |
| (€ Mn) | 2025 | 2026 | 2027 | 2028 | 2029 | Unlimited |
|---|---|---|---|---|---|---|
| 18.4 | – | 298.4 | – | – | 5,158.3 |
Total 5,475.1
The tax losses are to a large extent related to negative financial results on French SIIC entities (€1,807.6 Mn), in addition to losses caused by impairments in some other countries (mainly the US and The Netherlands). Deferred tax assets have not been recognised because it is not probable that future taxable profit will be available against which these losses can be offset.
The determination of the amount of provisions requires the use of estimates, assumptions and judgement made by management based on information available or situations prevalent at the date of preparation of the accounts, information and situation which may vary from subsequent actual events, as well as on the basis of estimated conditions at a given date.
€ Mn
| 2024 change | |||||||
| Allocations | Reversals used | Foreign currency translation | Other movements | Dec. 31, 2024 | |||
| Non-current provisions | 64.3 | 12.6 | (3.8) | (6.3) | 0.5 | (2.4) | 64.9 |
| Non-current provisions excluding employee benefits | 52.3 | 11.7 | (3.6) | (6.1) | 0.5 | (2.0) | 52.8 |
| Employee benefits | 11.9 | 0.9 | (0.2) | (0.2) | – | (0.4) | 12.1 |
| Current provisions | 46.5 | 27.3 | (5.1) | (5.0) | 0.1 | – | 63.8 |
| Total | 110.8 | 39.9 | (8.8) | (11.3) | 0.6 | (2.4) | 128.7 |
(1) Includes a €9.8 Mn provision for tax audit litigation in France (see note 13.3 Contingent liabilities).
Other current liabilities break down as follows:
| (€ Mn) | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| Tax and social liabilities | 412.0 | 505.2 |
| Other liabilities | 255.6 | 233.1 |
| Total other current liabilities | 667.6 | 738.3 |
The average number of employees of the Group’s companies breaks down as follows:
| Regions | 2024 | 2023 |
|---|---|---|
| France | 987 | 1,018 |
| Spain | 105 | 125 |
| US | 380 | 438 |
| Central Europe | 145 | 151 |
| Austria | 52 | 63 |
| Germany | 372 | 433 |
| Nordics | 94 | 100 |
| The Netherlands | 65 | 64 |
| UK | 210 | 239 |
| Australia | – | – |
| Total | 2,410 | 2,631 |
| (€ Mn) | 2024 | 2023 | |
|---|---|---|---|
| Personnel costs | 323.2 | 338.6 | |
| Employee benefits | 23.8 | 18.9 | |
| (1) | Total | 347.0 | 357.5 |
(1) Expenses relating to the Company Savings Plan, Performance Stock Options, Performance Shares and Retention Shares, recognised with an equivalent increase in equity.
Employee profit sharing Employees belonging to the UES (“Unité Économique et Sociale”– Social and Economic Group) Unibail, comprising notably Unibail Management and Espace Expansion, and employees of URW SE, benefit from a common employee profit-sharing plan and a common profit-sharing agreement introduced in 1999. The common profit-sharing agreement was renewed in 2024. The agreement is based on the French portion of the Group Adjusted Recurring Earnings per Share (AREPS) vs the guidance provided each year to investors, and on a scorecard of Sustainability indicators for France. Employees belonging to the UES Viparis benefit from a common employee profit-sharing plan and a common profit-sharing agreement introduced in 2008. The profit-sharing agreement was renewed till 2025.
1 2 3 4 6 7 8
Accounting principles
Under IAS 19, a company must recognise all commitments made to its employees (i.e. current or future, formal or informal, cash payments or payments in kind). The cost of employee benefits must be recorded during the vesting period.
Post-employment benefits
Pension schemes may be defined contribution or defined benefit schemes.
Under defined contribution schemes, the employer only pays a contribution, with no commitment from the Group regarding the level of benefits to be provided. The contributions paid are recorded as expenses for the year.
Under defined benefit schemes, the employer makes a formal or implied commitment to an amount or level of benefits and therefore carries the medium- or long-term risk. A provision is recorded to liabilities to cover all these pension commitments. This provision is assessed regularly by independent actuaries using the projected unit credit method, which takes into account demographic assumptions, early retirements, salary increases and discount and inflation rates.
In the majority of the Group companies, pensions due under the various compulsory retirement schemes to which employers contribute are managed by specialist external organisations. Defined contributions paid into these various compulsory retirement schemes are recognised in the income statement for the period.
Provisions are recorded for retirement allowances relating to defined benefit schemes based on the net present value of these future allowances. According to IAS 19 the actuarial gains and losses are accounted for in OCI. Since 2021, the Group has applied the International Financial Reporting Interpretations Committee (“IFRIC”) recommendations related to the application of IAS 19 for the past service costs.
Long-term benefits
With the exception of provision for retirement allowances and long-service awards, no commitments relating to long-term or post-employment benefits need to be accrued.
| Provisions for pension liabilities (€ Mn) | Dec. 31, 2024 | Dec. 31, 2023 | |
|---|---|---|---|
| Retirement allowances | 9.6 | 9.3 | |
| Pension plans with defined benefit | 2.5 | 2.7 | |
| (1) | Total | 12.1 | 11.9 |
(1) The provision corresponds to the remaining obligation to the defined benefit contract in The Netherlands.
Under IFRS 2, all transactions relating to share-based payments must be recognised in the income statement. This is the case for URW’s Company Savings Plan, Stock Option Plan, Performance Shares Plan and Retention Shares Plan.
Shares issued under the Company Savings Plan are offered at a discount to the share price. This discount represents an employee benefit and is recorded in the income statement for the period, with a corresponding increase in equity.
Stock options granted to employees are stated at their fair value on the date of allocation. As the transactions are equity-settled, share-based payments, this value remains unchanged, even if the options are never exercised. The value applied to the number of options finally exercised at the end of the vesting period (estimation of the turnover) is recorded as an expense, with a corresponding increase in equity which is spread over the vesting period (i.e. the period during which employees must work for the Company before they can exercise the options granted to them).
The stock options and Performance Shares (“PS”), all subject to performance conditions, and retention shares have been valued using a Monte Carlo model.
The additional expenses incurred by the Company Savings Plan, Stock Option Plan, Performance Shares Plan and Retention Shares Plan are classified under personnel expenses.
Subscription to the Company Savings Plan is offered to employees in France who have been with the Group for more than 3 months. The subscription period is opened once per year, after the share capital increase reserved to employees has been authorised by the MB, which also sets the subscription price. The subscription price is equal to the average of the opening share prices on the Eurolist of Euronext Paris over the 20 trading days preceding the decision of the MB, less a 30% discount. The Group also makes a top-up contribution applied exclusively to voluntary contributions (including profit-sharing), made by employees to the Group URW Fund (fund fully vested in Stapled Shares as from June 2018). These voluntary contributions are limited to a maximum of one-quarter of the annual salary with a cap of €100,000 (for shares acquired at the discount).
The total cost of subscriptions to the Company Savings Plan (employer contribution and difference between the subscription price and the share price on the date of the capital increase) amounted to €4.1 Mn in 2024 compared to €1.5 Mn in 2023.
There are currently 7 plans for stock options granted to Directors and employees of the Group. The plans granted as from 2019 have a duration of 8 years (1) and may be exercised at any time, in one or more instalments, as from the third anniversary of the date of their allocation (2).
For plans until 2021:
All plans are subject to both internal and external performance conditions.
The external performance is assessed on the basis of the Total Shareholder Return (“TSR”) of URW’s shares (with dividends reinvested) against a Reference Index (3) and a Corporate Social Responsibility (“CSR”) external rating. These KPIs weight 45% and 5% of the performance achievement respectively.
The internal performance is assessed on the basis of the attainment of URW’s Adjusted Recurring Earnings per Share (“AREPS”) guidance communicated to investors (4), and on the level of achievement of the CSR agenda Better Places 2030, Group-wide (5). These KPIs weight 45% and 5% of the performance achievement respectively.
For the plan in 2022:
The stock options are subject to:
The first condition, based on a relative criterion, for up to 35% of the stock options granted: the TSR of URW’s shares must be higher than that of the Reference Index over a period of 3 years, from March 8, 2022, to March 8, 2025. The reference prices used in the measurement of the TSR correspond to the average of the closing prices of the last 90 days preceding the start and end dates of the measurement period; and
The second condition, based on an absolute criterion, for up to 10% of the stock options granted: the TSR of URW’s shares must be higher than 20% over a period of 3 years, from March 8, 2022, to March 8, 2025. The reference prices used in the measurement of the TSR correspond to the average of the closing prices of the last 90 days preceding the start and end dates of the measurement period.
• 2 non-market performance conditions for up to 55% of the stock options granted: AREPS growth compared with forecasts communicated to the market for 35% of the stock options granted and criteria based on CSR indicators for 20% of the stock options granted.
URW Group grant Performance Stock Options (“PSO”) with performance conditions (internal for 55% and external for 45%). The external condition compares URW’s TSR with the TSR of a composite index defined by the Group.
| Criteria 1 | Criteria 2 | |||
|---|---|---|---|---|
| Performance Condition | Vesting in % | Performance Condition | Vesting in % | |
| A | URW’s TSR underperforms | 0% | URW’s TSR < 20% | 0% |
| B* | URW’s TSR = Index’s TSR | 30% | URW’s TSR = 20% | 30% |
| C* | URW’s TSR – Index’s TSR > 3% | 100% | URW’s TSR > 30% | 100% |
The other criteria of these plans are identical to those of the 2022 plan.
The PSO allocated in March 2024 were valued at:
This valuation is based on an initial exercise price of €69.33, the share price at the date of allocation of €68.34, a vesting period of 3 years, an estimated duration of 3.7 years, a market volatility of 33.42%, a dividend assumption, a risk-free interest rate of 2.66% and a volatility of the reference composite index of 19.57% with a correlation reference composite index/URW of 75.96%.
Stock options are accounted for in accordance with IFRS 2. The expense recorded on the income statement in relation to stock options came to €3.1 Mn in 2024 and €2.3 Mn in 2023.
The table below shows allocated stock options not exercised at the period end:
Plan
| Exercise period | Adjusted subscription price (€) (2) | Number of options granted (2)(3) | Number of options cancelled | Number of options exercised | Potential additional number of shares (3) | ||
| 2017 plan (n°8) | from 08/03/2021 to 07/03/2024 | 218.47 | 611,611 | 611,611 | – | – | |
| 2018 plan (n°9) | from 06/03/2022 to 05/03/2025 | 184.55 | 649,255 | 317,575 | – | 331,680 | |
| 2019 plan (n°10) | from 20/03/2022 to 19/03/2026 | 140.33 | 771,054 | 334,692 | – | 436,362 | |
| 2020 plan (n°11) | from 22/03/2023 to 21/03/2027 | 89.34 | 912,196 | 663,892 | – | 248,304 | |
| 2021 plan (n°12) | from 19/05/2024 to 18/05/2029 | 67.38 | 978,947 | 556,342 | 59,150 | 363,455 | |
| 2022 plan (n°13) | from 09/03/2025 to 08/03/2030 | 64.73 | 1,254,132 | 276,096 | – | 978,036 | |
| 2023 plan (n°14) | from 13/03/2026 to 13/03/2031 | 57.26 | 844,450 | 59,904 | – | 784,546 | |
| 2024 plan (n°15) | from 07/03/2027 to 08/03/2032 | 67.31 | 521,758 | 5,703 | – | 516,055 | |
| Total | 6,543,403 | 2,825,815 | 59,150 | 3,658,438 |
(1) Under assumption that the performance and presence conditions are satisfied. If the first day of the exercise period is a non-business day, the retained date will be the next business day. If the end of the exercise period is a non-business day, the retained date will be the first preceding business day.
(2) Adjustments reflect distribution paid from retained earnings. In May 2024, the Group made a distribution out of premium and thus both subscription price and number of options granted were adjusted (Note 12.3 Distribution).
(3) All the options are subject to presence and performance conditions.
The table below shows the number and weighted average exercise prices of stock options:
| 2024 | Number | Weighted average price (€) | 2023 | Number | Weighted average price (€) |
|---|---|---|---|---|---|
| Outstanding at the | 3,962,093 | 99.43 | 4,423,947 | 122.86 |
|---|---|---|---|---|
| Allocated over the | 521,758 | 67.31 | 819,684 | 58.98 |
| Adjusted over the period | 158,871 | 93.42 | – | – |
| Cancelled over the | (925,134) | 128.08 | (1,281,538) | 154.44 |
| Exercised over the | (59,150) | 67.38 | – | – |
| Average share price on | – | 78.59 | – | – |
| Outstanding at the end | 3,658,438 | 85.31 | 3,962,093 | 99.43 |
| Of which exercisable at | 1,379,801 | – | 1,372,537 | – |
(1) Adjustments reflect distribution paid from retained earnings. In May 2024, the Group made a distribution out of premium and thus both subscription price and number of options granted were adjusted (Note 12.3 Distribution).
All the shares are subject to both external and internal performance conditions. The performance conditions are the same as for the Stock Option Plans described above.
The awards allocated in March 2024 were valued:
This valuation is based on the share price at the date of allocation of €68.34, a vesting period of 3 years, a market volatility of 35.56%, a volatility of the reference composite index of 19.76% with a correlation reference composite index/URW of 78.93%, a dividend assumption, and a risk-free interest rate of 2.72%.
PS are accounted for in accordance with IFRS 2. The expense recorded on the income statement in relation to PS came to €14.9 Mn in 2024 and €14.3 Mn in 2023.
The table below shows allocated PS not acquired at the period end:
| Starting date of the vesting period (1) | Number of performance shares allocated (2) | Number of performance shares cancelled | Number of performance shares acquired | Potential additional number of shares (3) |
|---|---|---|---|---|
| March 2022 | 833,434 | 169,440 | 1,736 | 662,258 |
| March 2023 | 473,333 | 28,879 | – | 444,454 |
| March 2024 | 420,027 | 3,735 | – | 416,292 |
| Total | 1,726,794 | 202,054 | 1,736 | 1,523,004 |
(1) A minimum vesting period of 3 years without any requirement to hold the shares.
(2) The Adjustments reflect distribution paid from retained earnings. In May 2024, the Group made a distribution out of premium and thus the number of options granted were adjusted. (Note 12.3 Distribution).
(3) The acquisition of the shares is subject to presence and performance conditions.
As from 2023, the Group has implemented Retention Shares Plans for employees below executive level (high potentials), without performance conditions and subject only to presence condition 3 years from the delivery date.
Retention Shares (“RS”) are accounted for in accordance with IFRS 2. The expense recorded on the income statement in relation to the Retention Shares Plans amounted to €2.6 Mn in 2024 and €1.2 Mn in 2023.
The table below shows allocated RS not acquired at the period end:
| Starting date of the vesting period (1) | Number of retention shares allocated (2) | Number of retention shares cancelled | Number of retention shares acquired | Potential additional number of shares (3) |
|---|---|---|---|---|
| March 2023 | 134,326 | 16,163 | 418 | 117,745 |
| March 2024 | 101,731 | 1,968 | – | 99,763 |
| Total | 236,057 | 18,131 | 418 | 217,508 |
(1) A minimum vesting period of 3 years without any requirement to hold the shares.
(2) The Adjustments reflect distribution paid from retained earnings. In May 2024, the Group made a distribution out of premium and thus the number of retention shares granted were adjusted. (Note 12.3 Distribution).
(3) The acquisition of the shares is subject to presence conditions.
| (€ thousands) Paid in: | 2024 (1) | 2023 (1) |
|---|---|---|
| Fixed income | 3,600 | 3,494 |
| Short-term incentive | 4,208 | 4,167 |
| Other benefits | 1,274 | 1,154 |
Total: 9,082 8,815
(1) Corresponds to the remuneration of the 5 MB members paid in 2024 (in 2023, 5 members in proportion to their attendance time).
(2) Supplementary Contribution Scheme, company car and other additional benefits.
In 2024, members of the MB were allocated a total of 147,379 Performance Stock Options, all subject to performance conditions, and 147,379 Performance Shares, all subject to performance conditions.
Regarding the 2024 performance achievements, the MB members will receive in 2025 a total STI amounting to €4,137 K. The payment will be made after the approval of the AGM.
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
The remuneration of the SB amounts to €1,258,500 for the 2024 fiscal year.
None.
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may issue new debt or buy back existing outstanding debt, adjust the amount of dividends paid to shareholders (subject to the Group’s fiscal status under the SIIC regime in France), return capital to shareholders, issue new shares or buy back outstanding shares, or sell assets to reduce debt.
The Group has disclosed the debt ratio LTV, which is calculated as the net financial nominal debt expressed as a percentage of the portfolio valuation (including transfer taxes). As at December 31, 2024, net financial debt stood at €20,047 Mn(1), excluding partners’ current accounts and after taking cash surpluses into account (€5,288.9 Mn).
As at December 31, 2024, the total portfolio valuation amounts to €48,069 Mn, including transfer taxes.
As at December 31, 2024, the calculated ratio amounted to 41.7%, compared with 41.8% as at December 31, 2023.
The Earnings per Share (“EPS”) indicator is calculated by dividing net result (holders of the Stapled Shares) by the weighted average number of ordinary shares in circulation over the period.
To calculate diluted EPS, the average number of shares in circulation is adjusted to take into account the conversion of all potentially dilutive ordinary shares, in particular stock options and PS during the vesting period.
volumes. The theoretical number of shares that may be purchased at the market value is deducted from the total number of shares resulting from the exercise of rights. This number is then added to the average number of shares in circulation and hence constitutes the denominator.
| Total number of shares | ||
|---|---|---|
| As at Jan. 1, 2023 | 138,767,088 | |
| Capital increase reserved for employees under Company Savings Plan | 128,408 | |
| Shares granted | 145,895 | |
| As at Dec. 31, 2023 | 139,041,391 | |
| Capital increase reserved for employees under Company Savings Plan | 108,496 | |
| Shares granted and exercise of stock options | 225,660 | |
| Increase of share capital | 3,254,000 | |
| (1) | As at Dec. 31, 2024 | 142,629,547 |
(1) URW acquires 38.9% stake in URW Germany JV from partner CPP Investments for 3.254 Mn URW Stapled shares.
(1) After impact of derivatives instruments on debt raised in foreign currencies.
| 2024 | 2023 | |
|---|---|---|
| Average number of shares (undiluted) | 139,497,322 | 138,965,717 |
| Dilutive impact | ||
| Potential shares via stock options | 250,931 | – |
| (1) Attributed Performance Shares and Retention Shares (unvested) | 1,378,158 | 920,345 |
| Average number of shares (diluted) | 141,126,412 | 139,886,062 |
(1) Correspond only to shares or stock options as well as attributed PS and RS which are in the money and for which the performance conditions are fulfilled.
On April 30, 2024, URW SE’s AGM of shareholders resolved a cash distribution of €2.50 per Stapled Share, which was paid on May 16, 2024. The cash distribution amounted to €347.9 Mn and was made out of premium.
All significant commitments are shown below. The Group does not have any complex commitments. The amounts are disclosed under IFRS.
| Description | Maturities | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|---|
| 1) Commitments related to the scope of the consolidated Group | 13.2 | 56.5 | |
| Commitments for acquisitions/disposals | |||
| • Purchase undertakings and earn-out (1) | 2025 to 2040 | 8.8 | 51.4 |
| Commitments given as part of specific | |||
| • Warranties and bank letters of credit given in the course of the transactions ordinary business | 2025+ | 4.5 | 5.1 |
| 2) Commitments related to Group financing | 2,884.3 | 2,475.2 | |
| • Mortgages and first lien lenders (2) | 2025+ | 2,584.0 | 2,122.3 |
| 2025+ | 300.3 | 352.9 |
|---|---|---|
| (3) |
| 1,232.8 | 1,417.1 | |||
|---|---|---|---|---|
| Properties under construction: residual commitments for works | 2025+ | 754.0 | 950.1 | |
| Commitments related to development activities contracts and forward purchase agreements | (4) | |||
| Commitments subject to conditions precedent | 2025 to 2028 | 178.0 | 192.8 | |
| Commitments for construction works | 2025 to 2064 | 168.8 | 192.7 | |
| Commitments related to operating contracts | ||||
| Rental of premises and equipment | 2025+ | 12.0 | 12.5 | |
| Other | 2025+ | 120.1 | 69.0 | |
| Total commitments given | 4,130.4 | 3,948.9 |
448
regimes. Although the details of those regimes are not exactly the same for all countries, one of the standard elements is a requirement to distribute all/nearly all of the recurring income, a large part of the capital gains and all dividends received from other companies that have opted for the application of such specific regime.
URW SE’s total carry forward SIIC distribution obligation stands at €2,522 Mn as at December 31, 2024: it will be delayed until URW SE has sufficient statutory results to meet this obligation. These statutory results would not prevent URW SE from deciding to make distributions out of its premium.
• In 2014, the City of Brussels selected Unibail-Rodamco-Westfield as the co-developer, with its partners BESIX and CFE, of the NEO project. BESIX has the possibility to increase its interest in the Mall of Europe from 12.5% to 20% before the construction of the project. CFE has an option to sell its shares in the Mall of Europe to Unibail-Rodamco-Westfield from December 31 following the opening of the shopping centre and during a period of one year. If the put is not exercised, the Group has an option to buy CFE’s shares in the Mall of Europe.
BESIX has an option to sell its shares in the Mall of Europe to Unibail-Rodamco-Westfield from the end of the second full year after the opening of the shopping centre and lasting 38 months from such date. Unibail-Rodamco-Westfield SE together with the parent companies of BESIX and CFE provided guarantees to the City of Brussels with respect of all payment obligations of the joint ventures which will develop the project.
Several counter guarantees were provided between Unibail-Rodamco-Westfield SE, BESIX and CFE, to ensure that each joint venture shall not bear any financial consequence beyond its program and that the ultimate shareholder shall not bear more than its share in each joint venture.
• In the context of the master concession developer agreement at John F. Kennedy International Airport – Terminal One, URW SE guarantees to JFK NTO L.L.C., performance of all obligations of its subsidiary, URW Airports JFK T1, L.L.C., including but not limited to the prompt payment of the concession rents when due and all other amounts due and payable under the concession agreement. The concession rents are fully variable and based on passenger enplanements, and the first payments will start with the opening of the terminal to the public expected in phases between 2026-2030.
Under the Master Retail Development, Management and Leasing Agreement relating to JFK Terminal 8, URW SE guarantees to American Airlines, Inc., the performance of all the terms and conditions of the agreement executed by its subsidiary JFK T8 Innovation Partners, LLC.
| Commitments received (€Mn) | Description | Maturities | Dec. 31, 2024 | Dec. 31, 2023 | |||
|---|---|---|---|---|---|---|---|
| 1) Commitments related to the scope of the consolidated Group | Sales undertakings | 2027 | 0.9 | 7.0 | |||
| 0.9 | 7.0 | ||||||
| 2) Commitments related to Group financing | Financial guarantees | Undrawn credit lines | 2025 to 2030 | 8,589.9 | 8,059.9 | ||
| 8,589.9 | 8,059.9 | ||||||
| 3) Commitments related to Group operational activities | Other contractual commitments | Bank guarantees on works and others | 2025+ | 6.8 | 18.5 | ||
| 783.9 | 869.6 |
The company Rodamco Projekt AB (a Swedish autonomous legal entity) is involved in an arbitration procedure with PEAB regarding claims on the development of Westfield Mall of Scandinavia. The arbitration decision was issued on June 30, 2023 and was not in line with the Group’s expectations. The tribunal, by majority decision, accepted a number of PEAB’s claims and rejected Rodamco Projekt AB’s claims in very large parts. A total of SEK1.5 Bn, including interests and legal costs, was granted to PEAB, while Rodamco Project AB was granted in its turn a very limited amount of SEK0.089 Bn on its disturbance claims. One of the arbitrators dissented with the majority and delivered an extensive opinion to support his view. Based on the two separate arbitral awards which were issued on matters of principle in the case, Rodamco Projekt AB considers that the judgment issued is contrary to these previous separate awards and contains substantial procedural errors in almost every aspect. While arbitration award is not subject to appeal, it can be cancelled in whole or in part at the request of one of the parties.
On August 7, 2023, Rodamco Projekt AB filed a suit against PEAB before the Svea Court of Appeal with a request that the Final Award be set aside and requested the Court of Appeal to stay the enforcement of the Final Award. The stay of enforcement was ordered by the Court of Appeal on August 10, 2023, challenged by PEAB on December 5, 2023 and confirmed by the Court of appeal on December 21, 2023.
In March 2024, Rodamco Projekt AB responded to PEAB’s statement of defense together with a preliminary presentation of evidence and PEAB has been ordered to submit its Rejoinder. An oral preparatory hearing took place at the Svea Court of Appeal on October 16 and 22, 2024. It was an exercise aimed at reviewing each parties’ positions in each of the claims and circumstances raised in the case. The main hearing is scheduled to start on March 18, 2025.
Based on the risk analysis performed by the Group and its legal advisors and reinforced by independent experts’ opinions, no provision relating to this litigation was booked. In parallel, the Group has reserved an amount to cover the proceeding costs.
under proposal are denied by the Group and a €9.8 Mn provision was recorded in 2024 based on the risk analysis performed by the Group and its tax advisors.
On January 6, 2025, URW announced the sale of a 15% stake in the iconic Westfield Forum des Halles, a 77,600 sqm Flagship shopping centre located in the heart of Paris, to CDC Investissement Immobilier, on behalf of Caisse des Dépôts (CDC), a leading long-term French institutional investor. The net disposal price is €235 Mn(1), in line with the last unaffected value. URW keeps the control over the asset and the joint venture will be fully consolidated with an interest rate of 50%.
(1) With up to 10% price payment subject to a 5% annual return mechanism for CDC, which may be activated until 2029.
| List of the main consolidated companies | Country | Method | % interest Dec. 31, 2024 | % control Dec. 31, 2024 | % interest Dec. 31, 2023 |
|---|---|---|---|---|---|
| Unibail-Rodamco-Westfield SE | France | FC | 100.00 | 100.00 | 100.00 |
| Westfield Corporation Limited | Australia | FC | 100.00 | 100.00 | 100.00 |
| Donauzentrum Besitz- u. Vermietungs GmbH | Austria | FC | 100.00 | 100.00 | 100.00 |
| Shopping Center Planungs- und Entwicklungsgesellschaft mbH & Co. Werbeberatung KG | Austria | FC | 55.00 | 55.00 | 55.00 |
| UR Invest GmbH | Austria | FC | 55.00 | 55.00 | 55.00 |
| URW Invest GmbH | Austria | FC | 100.00 | 100.00 | 100.00 |
| Centrum Cerny Most as | Czech Republic | FC | 75.00 | 75.00 | 100.00 |
| Centrum Chodov sro | Czech Republic | FC | 100.00 | 100.00 | 100.00 |
| Doria | France | FC | 100.00 | 100.00 | 100.00 |
| Financière 5 Malesherbes | France | FC | 100.00 | 100.00 | 100.00 |
| Volumes LPD | France | FC | 100.00 | 100.00 | 100.00 |
| Rodamco France SA | France | FC | 100.00 | 100.00 | 100.00 |
| Uni-Expos SA | France | FC | 100.00 | 100.00 | 100.00 |
| Union Internationale Immobilière | France | FC | 100.00 | 100.00 | 100.00 |
| SCI Chesnay Pierre 2 | France | FC | 50.00 | 50.00 | 50.00 |
| SCI du Forum des Halles | France | FC | 65.00 | 65.00 | 65.00 |
| Company | Country | Type | Value 1 | Value 2 | Value 3 |
|---|---|---|---|---|---|
| SCI Propexpo | France | FC | 50.00 | 50.00 | 50.00 |
| SCI SCC de La Défense | France | FC | 53.30 | 53.30 | 53.30 |
| SCI CC Francilia | France | FC | 55.00 | 55.00 | 55.00 |
| SNC Viparis - Porte de Versailles | France | FC | 50.00 | 100.00 | 50.00 |
| Uni-commerces | France | FC | 100.00 | 100.00 | 100.00 |
| CentrO companies | Germany | EM-JV | 50.00 | 50.00 | 50.00 |
| Unibail-Rodamco-Westfield Germany GmbH | Germany | FC | 89.90 | 89.90 | 51.00 |
| SARL Red Grafton 1 | Luxembourg | FC | 65.00 | 65.00 | 65.00 |
| Crystal Warsaw Sp zoo | Poland | FC | 100.00 | 100.00 | 100.00 |
| GSSM Warsaw Sp zoo | Poland | FC | 100.00 | 100.00 | 100.00 |
| Zlote Tarasy partnership | Poland | EM-A | 100.00 | – | 100.00 |
| Aupark as | Slovakia | – | Sold | Sold | 13.00 |
| Unibail-Rodamco Retail Spain | Spain | FC | 100.00 | 100.00 | 100.00 |
| Unibail-Rodamco Steam SLU | Spain | FC | 51.11 | 51.11 | 51.11 |
| Rodamco AB | Sweden | FC | 100.00 | 100.00 | 100.00 |
| Rodamco Centerpool AB | Sweden | FC | 100.00 | 100.00 | 100.00 |
| Rodamco Handel AB | Sweden | FC | 100.00 | 100.00 | 100.00 |
| Rodamco Northern Europe AB | Sweden | FC | 100.00 | 100.00 | 100.00 |
| Rodamco Sverige AB | Sweden | FC | 100.00 | 100.00 | 100.00 |
| Rodamco Täby Centrum KB | Sweden | FC | 100.00 | 100.00 | 100.00 |
| Rodamco Austria BV | The Netherlands | FC | 100.00 | 100.00 | 100.00 |
| Rodamco Central Europe BV | The Netherlands | FC | 100.00 | 100.00 | 100.00 |
| Rodamco Czech BV | The Netherlands | FC | 100.00 | 100.00 | 100.00 |
| Rodamco Deutschland BV | The Netherlands | FC | 100.00 | 100.00 | 100.00 |
| Rodamco Europe Properties BV | The Netherlands | FC | 100.00 | 100.00 | 100.00 |
| Rodamco Retail Deutschland BV | The Netherlands | FC | 100.00 | 100.00 | 100.00 |
| Unibail-Rodamco Nederland Winkels BV | The Netherlands | FC | 100.00 | 100.00 | 100.00 |
| Country | Method | % interest (1) | % control | % interest Dec. 31, 2024 | % interest Dec. 31, 2023 |
|---|---|---|---|---|---|
| The Netherlands | FC | 100.00 | 100.00 | 100.00 | |
| The Netherlands | FC | 100.00 | 100.00 | 100.00 | |
| The Netherlands | FC | 100.00 | 100.00 | 100.00 | |
| The Netherlands | FC | 100.00 | 100.00 | 100.00 | |
| The Netherlands | FC | 100.00 | 100.00 | 100.00 | |
| The Netherlands | FC | 100.00 | 100.00 | 100.00 | |
| United Kingdom | EM-JV | 50.00 | 50.00 | 50.00 | |
| United Kingdom | FC | 100.00 | 100.00 | 100.00 | |
| United Kingdom | FC | 100.00 | 100.00 | 100.00 | |
| United Kingdom | FC | 100.00 | 100.00 | 100.00 | |
| United States | FC | 100.00 | 100.00 | 100.00 | |
| United States | FC | 100.00 | 100.00 | 100.00 |
| Company Name | Country | Method | 2024 | 2023 | 2022 |
|---|---|---|---|---|---|
| Centers LP | United States | FC | 100.00 | 100.00 | 100.00 |
| URW America Inc. | United States | FC | 100.00 | 100.00 | 100.00 |
| URW US Services, Inc. | United States | FC | 100.00 | 100.00 | 100.00 |
| URW WEA LLC | United States | FC | 100.00 | 100.00 | 100.00 |
| WEA Finance, LLC | United States | FC | 100.00 | 100.00 | 100.00 |
| WEA Holdings, LLC | United States | FC | 100.00 | 100.00 | 100.00 |
| Westfield America, LP | United States | FC | 100.00 | 100.00 | 100.00 |
| Westfield DDC, LLC | United States | FC | 100.00 | 100.00 | 100.00 |
| Westfield Head, LP | United States | FC | 100.00 | 100.00 | 100.00 |
| Westfield, LLC | United States | FC | 100.00 | 100.00 | 100.00 |
| WHL USA Acquisitions, Inc. | United States | FC | 100.00 | 100.00 | 100.00 |
(1) FC: full consolidation method; EM-JV: joint ventures under the equity method; EM-A: associates under the equity method.
The 6-year term of office for KPMG Audit and Deloitte & Associés comes to an end as at the AGM approving the 2028 accounts.
| Deloitte & Associés | KPMG | ||||
|---|---|---|---|---|---|
| Statutory Auditors’ fees | 2024 | 2023 | 2024 | 2023 | |
| Dec. 31, 2024 (€Mn) | Audit and half-year review of the consolidated and non-consolidated financial statements | 1.7 | 1.7 | 1.3 | 1.0 |
| (1) | (Parent company + controlled companies (2)) | ||||
| Non-audit services | 0.2 | 0.4 | 0.2 | 0.2 | |
| (3) | (Parent company + controlled companies (2)) | ||||
| Total | 1.9 | 2.1 | 1.4 | 1.1 |
(1) As from 2024, the audit fees relating to the sustainability audit is part of the “Audit and half-year review of the consolidated and non-consolidated financial statements”.
(3) Relates to the non-audit services in accordance with legal and regulatory requirements and to the non-audit services provided at the request of the Company. The amounts correspond to (i) comfort letters issued in connection with bond issuances of the Group, and (ii) other services.
Assets
| (€ thousands) | Notes | Dec. 31, 2024 | Depreciation, amortisation and impairment | Dec. 31, 2024 Net | Dec. 31, 2023 | |
| Intangible assets | 3 | 285 | 285 | 0 | 0 | |
| Tangible assets | 3 | 1,728,058 | 634,414 | 1,093,644 | 1,106,446 | |
| Financial assets | 35,231,750 | 7,091,288 | 28,140,462 | 27,049,771 | ||
| Investments in subsidiaries | 4 | 25,269,499 | 7,030,071 | 18,239,428 | 13,982,516 | |
| Loans | 5 | 9,962,241 | 61,217 | 9,901,024 | 13,067,106 | |
| Other financial assets | 5 | 10 | 10 | 149 | ||
| TOTAL NON-CURRENT ASSETS | 36,960,093 | 7,725,987 | 29,234,106 | 28,156,217 | ||
| Stocks | 0 | 0 | ||||
| Advances and downpayments | 1,402 | 1,402 | 1,229 | |||
| Receivables | 6 | 3,220,600 | 12,951 | 3,207,649 | 3,729,985 | |
| Trade receivables from activity | 88,708 | 12,801 | 75,907 | 71,529 | ||
| Other receivables | 2,929,376 | 150 | 2,929,226 | 3,569,864 | ||
| Difference of assessment of derivatives | 202,516 | 202,516 | 88,592 | |||
| Cash and cash equivalents | 7 | 4,314,193 | 4,314,193 | 5,094,613 | ||
| Prepaid expenses | 8 | 29 | 29 | 56 | ||
| TOTAL CURRENT ASSETS | 7,536,224 | 12,951 | 7,523,273 | 8,825,883 | ||
| Deferred charges and bond issue premium | 9 | 153,904 | 153,904 | 164,170 | ||
| Unrealised foreign exchange losses | 10 | 140,129 | 140,129 | 138,064 | ||
| TOTAL ASSETS | 44,790,350 | 7,738,938 | 37,051,412 | 37,284,334 |
| (€ thousands) | Notes | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|---|
| Shareholders’ equity | 12 | 12,440,172 | 11,458,616 |
| Share capital | 713,148 | 695,207 | |
| Additional paid-in capital | 13,511,529 | 13,491,086 |
| Legal reserve | 69,144 | 69,144 |
|---|---|---|
| Other reserves | 3,805 | 100,679 |
| Retained earnings | (2,829,692) | (2,341,155) |
| Result for the period | 943,172 | (585,411) |
| Untaxed provisions | 29,066 | 29,066 |
| Other equity | 1,844,800 | |
| Hybrid securities | 1,844,800 | |
| Provisions for contingencies and expenses | 160,054 | 185,239 |
| Borrowings and financial liabilities | 22,436,857 | 23,613,557 |
| Other bonds | 18,646,577 | 18,039,207 |
| Bank borrowings and debt | 436,564 | 945,617 |
| Other borrowings and financial liabilities | 2,661,215 | 4,007,140 |
| Advances and downpayments received | 1,773 | 6,181 |
| Other liabilities | 678,397 | 557,699 |
| Deferred income | 12,331 | 57,713 |
| Unrealised foreign exchange gains | 169,529 | 182,122 |
| TOTAL LIABILITIES AND EQUITY | 37,051,412 |
| (€ thousands) | Notes | 2024 | 2023 |
|---|---|---|---|
| Revenue | 198,013 | 200,045 | |
| Production of stock | 0 | (1,171) | |
| Reversals of depreciation, amortisation, impairment and expense transfers | 34,826 | 27,992 | |
| Other income | 8,491 | 13,706 | |
| Total operating income | 21 | 241,330 | 240,572 |
| Other purchases and external charges | 137,713 | 145,307 | |
| Taxes and related | 7,258 | 6,981 | |
| Wages and salaries | 10,360 | 9,777 | |
| Payroll taxes | 4,474 | 4,149 | |
| Depreciation and amortisation of non-current assets – operating items | 82,411 | 74,804 | |
| Impairment of non-current assets – operating items | 15,222 | 60,928 | |
| Impairment of current assets – operating items | 4,918 | 7,787 | |
| Provisions – operating items | 878 | 19 | |
| Other operating expenses | 8,086 | 13,047 | |
| Total operating expenses | 22 | 271,320 | 322,799 |
| 1 – OPERATING RESULT | (29,990) | (82,227) | |
| Investment income | 654,313 | 373,705 | |
| Income from other marketable securities and receivables on non-current assets | 551,573 | 568,665 | |
| Other interest income | 784,868 | 740,860 | |
| Reversals of impairment and expense transfers | 1,027,058 | 112,559 | |
| Foreign exchange gains | 251,502 | 88,433 | |
| Net income from sales of marketable securities | 0 | 0 | |
| Total financial income | 23 | 3,269,314 | 1,884,222 |
| Depreciation, amortisation and impairment – financial items | 1,164,104 | 962,491 | |
| Interest expenses | 1,140,318 | 1,270,577 | |
| Foreign exchange losses | 59,922 | 146,251 | |
| Net expenses on sales of marketable securities | 0 | 0 | |
| Total financial expenses | 24 | 2,364,344 | 2,379,319 |
| 2 – FINANCIAL RESULT | 904,970 | (495,097) | |
| 3 – RECURRING RESULT BEFORE TAX | 874,980 | (577,324) | |
| Non-recurring income on management transactions | 503 | 1 | |
| Non-recurring income on capital transactions | 100,231 | 525 | |
| Reversals of impairment and expense transfers | 1,513 | 340 | |
| Total non-recurring income | 102,247 | 866 | |
| Non-recurring expenses on management transactions | 110 | 1 | |
| Non-recurring expenses on capital transactions | 23,680 | 83 | |
| Depreciation, amortisation and provisions – non-recurring items | 10,262 | 8,867 | |
| Total non-recurring expenses | 34,052 | 8,951 | |
| 4 – NON-RECURRING RESULT | 25 | 68,195 | (8,085) |
| Employee profit-sharing | 3 | 3 | |
| Income tax | 26 | 0 | (1) |
Total income: 3,612,891 2,125,660
Total expenses: 2,669,719 2,711,071
5 – NET RESULT: 943,172 (585,411)
| (€ thousands) | France | Dutch activity | Total |
|---|---|---|---|
| Total operating income | 211,590 | 29,740 | 241,330 |
| Total operating expenses | 243,402 | 27,918 | 271,320 |
| 1 - OPERATING RESULT | (31,812) | 1,822 | (29,990) |
| Total financial income | 3,251,493 | 17,821 | 3,269,314 |
|---|---|---|---|
| Total financial expenses | 2,098,548 | 265,796 | 2,364,344 |
| 2 - FINANCIAL RESULT | 1,152,945 | (247,975) | 904,970 |
| 3 - RECURRING RESULT BEFORE TAX | 1,121,133 | (246,153) | 874,980 |
| Total non-recurring income | 102,247 | 0 | 102,247 |
| Total non-recurring expenses | 34,043 | 9 | 34,052 |
| 4 - NON-RECURRING RESULT | 68,204 | (9) | 68,195 |
| Employee profit-sharing | 3 | 0 | 3 |
| Income tax | 0 | 0 | 0 |
| Total income | 3,565,330 | 47,561 | 3,612,891 |
| Total expenses | 2,375,996 | 293,723 | 2,669,719 |
| 5 - NET RESULT | 1,189,334 | (246,162) | 943,172 |
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| Note 27. Related party information | 481 |
|---|---|
| Note 28. Off-balance sheet commitments | 481 |
| Note 29. Options and shares granting access to the share capital | 484 |
| Note 30. Other information | 485 |
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Unibail-Rodamco-Westfield S.E. (“URW SE”) has been listed on the Paris Stock Exchange since 1972 and has been included in the CAC 40 index since June 18, 2007, and the Euronext 100 and AEX indices since February 2010. On January 1, 2003, the Company opted for SIIC (Société d’Investissement Immobilier Cotée) tax status as a real estate investment company.
Throughout 2024, the Group recapitalized its French subsidiaries for a total amount of €750 million (see Note 4).
In 2024, URW SE repaid a €644 million "Green Bond" and a €50 million bond issued under the Euro Medium Term Notes (EMTN) program, maturing in February and October 2024, respectively. Additionally, in September 2024, URW SE issued two "Green Bonds" under the EMTN program for a total amount of €1.3 billion. Furthermore, URW SE repaid bank loans totaling €512.5 million.
URW SE also restructured its portfolio of derivatives in 2024. The restructuring mainly consisted in:
The statutory financial statements are presented in accordance with the French Commercial Code, the French General Chart of Accounts in force (regulation ANC 2014-03 of 5 June 2014 updated by all the regulations that subsequently amended it), the provisions of French legislation and the principles generally accepted in France. The general accounting policies were applied in accordance with the principles of consistent accounting method, prudence and independence of financial years, ongoing concern basis.
There were no changes in accounting methods or estimates during the period.
Non-current assets are recognised as assets when all the following conditions are simultaneously met:
Intangible items are measured at acquisition or production cost. When the net book value is higher than the present value being assessed in particular using profitability criteria, the difference is booked as an impairment.
Gross value
Tangible assets are recognised at acquisition or construction cost (purchase price plus ancillary expenses) and divided into 4 components: Main structure, Façade, Technical equipment, and Miscellaneous fixtures and fittings. For assets acquired or built between 1997 and 2004, the cost also includes financial expenses arising during the construction period.
Depreciation is calculated on a straight-line basis over the estimated useful life:
| Category | Main structure | Façade | Technical equipment | Miscellaneous fixtures and fittings |
|---|---|---|---|---|
| Offices & Others | 60 years | 30 years | 20 years | 15 years |
| Shopping Centres | 35 years | 25 years | 20 years | 15 years |
| Convention & Exhibition |
• Main structure: 40 years
• Façade: 40 years
• Technical equipment: 30 years
• Miscellaneous fixtures and fittings: 10 years
The depreciation periods applicable to the 'Offices & Others' sector were used for the CNIT complex, which includes the three segments ('Offices & Others,' 'Shopping Centres,' and 'Convention & Exhibition'), as well as Les Ateliers Gaîté and the Pullman Paris Montparnasse hotel.
Tangible assets are valued consistently by both external and internal appraisers, as follows:
At the end of each reporting period, investment property is assessed at market value. This valuation is carried out by independent real estate appraisers and takes into account investments and cost increase linked to the current national and international economic context.
Any loss in value of investment property is calculated by comparing the net book value and the appraisal value net of transfer taxes (“value excluding taxes”).
An impairment charged in this way may be reversed or adjusted only when the evidence that the asset may have been impaired has disappeared or decreased.
If the project has been valued by an independent appraiser, impairment is calculated in the same way as for buildings whose construction has been completed.
If the project has not been valued by an independent appraiser, its value is determined internally by the Development & Investment teams through a market Exit Capitalisation Rate and the estimated net rentals at completion. Impairment is booked when this value is lower than the net book value.
Financial assets are recognised at acquisition cost on the balance sheet.
Technical losses from mergers or merger transactions via dissolution without liquidation allocated to investments in subsidiaries are recognised in this item.
Investments in subsidiaries are determined on the basis of their value in use corresponding to the price the Company would accept to pay to purchase these shares.
The value in use includes unrealised capital gain on assets or properties held by the subsidiaries, such properties being measured at each year-end by independent appraisers. These valuations take into account rentals, the last real estate transactions, their Net Initial Yield and the indirect impacts of the current international economic context (inflation, interest rates rising, increase of the energy and the raw material costs).
458
The value in use also includes the valuation of the intangible assets (goodwill) made by independent appraisers, which are owned by the subsidiaries, and based on the Discounted Cash Flows on these activities.
When the value in use is lower than the acquisition cost plus any technical loss related to said investments in subsidiaries, an impairment is booked first on the merger loss and subsequently on the investment in subsidiaries.
The Company has decided to capitalise the costs of transfer taxes, fees or commissions and legal expenses related to the acquisition cost of tangible, intangible and financial assets. For tangible and intangible assets, these costs and taxes are spread across the corresponding components of the related asset and depreciated over the component’s useful life.
Inventories represent buildings constructed under sale before completion. Inventories and work-in-progress are valued at the actual cost of acquisition or construction or at their probable realisation value if the latter is lower. Financial costs are excluded from the valuation of stocks. The revenue and the margin are recognised using the percentage-of-completion basis. This progress is certified by the project manager and served on the buyer by an “authentic” deed.
Each building is valued at market value. If the construction completion value becomes lower than the realisable value, a depreciation is recorded at the end of the financial year.
whenever there is a risk of non-collection and if applicable, depreciated to take into account the eventual cash collection difficulties, according to the available information at year-end closing.
The provisions are calculated by lease on the amount payable excluding VAT, and the guaranteed deposits and working capital called from tenants and restated for the rental discounts not issued at year-end closing. The rate applied to calculate the provision depends on the risk situation of the tenants.
Undated subordinated notes redeemable at the option of the issuer have been classified as other equity (see note 13).
Bond and EMTN issuance costs along with bond premiums are recognised as deferred charges and amortised over the term of the related borrowings.
Provisions recognised correspond to liabilities of uncertain timing or amount or a liability representing an obligation with regard to a third party that is likely or certain to result in an outflow of resources to the third party, with no equivalent consideration expected in return.
Operating income consists mainly of rents and rebilled building expenses, which are rebilled to tenants in accordance with the terms of their leases.
At the year-end closing, the Company adjusts, if necessary, the amount of SBRs recognised according to the turnover declared by the tenants. The sales-based rents (“SBR”) invoiced are estimated on the basis of the turnover certificates sent by the tenants the previous year. This amount is subject to an invoice/credit note upon receipt of the certified turnover certificate obtained from the tenants between April and June of the following year.
The part of capitalised works rebilled to tenants is recognised in prepaid income over a 3-year period, corresponding to the average firm term of the leases.
Key money is recognised over the fixed term of the lease.
Rechargeable expenses, previously handled using a balance sheet approach, are now addressed using an income statement approach. On the lessee's side, when transitioning from the budget to the projected amount, the positive or negative adjustment is recorded as an accrued invoice or credit note to be issued. On the expense side, when transitioning from the budget to the projected amount, the positive or negative adjustment is recognised as an invoice not yet received or a credit note receivable.
Foreign currency income and expenses are booked at their equivalent value in euros at the value date. Foreign currency receivables and payables are translated into euros and recognised on the balance sheet based on the closing exchange rate. Any resulting differences are included in unrealised foreign exchange gains or losses. Foreign currency bank accounts and similar accounts are converted at the exchange rate at the closing date, and the exchange difference is recognized in financial result.
A contingency and expense provision is booked for any unrealised losses.
In the event the Company has entered into a perfect and symmetric hedging as soon as foreign currency transactions are issued (the setting up of a currency swap for the same amount and the same issue and maturity dates as the hedged currency transaction), the transactions are recognised at the exchange rate set by the hedging transaction.
Financial costs relating to major restructuring or construction operations are expensed as incurred.
URW SE uses a variety of derivative instruments, including swaps and caps, to manage overall interest rate and/or currency risk. Financial instruments are accounted for on the basis of the intention with which the transactions are carried out.
Regarding hedging transactions:
gains and losses on terminated hedging instruments are therefore recognised in the income statement over the residual life of the hedged item, symmetrically with the method of recognising income and expenses on the hedged item. In the case of restructured transactions, new derivatives are recognised in accordance with the principles described in the second paragraph above. In order to centralise the management of interest rate and exchange rate risks at URW Group level, URW SE contracts internal derivatives with Group companies. These internal derivatives are systematically rolled over with mirror derivatives contracted with banking counterparties. These perfectly matched derivatives are treated as hedging transactions; and
• When it comes to risk-free optimisation transactions: URW SE can implement strategies involving the sale of swaptions (an over-the-counter option giving the buyer of the option the possibility of setting up a swap under the conditions defined in the option contract) with the intention of hedging. As the underlying swap of the swaption is backed by an identified risk to be hedged, the sale of a swaption is considered as an optimisation strategy without the company taking on any additional risk at the time the hedging relationship is set up. These swaption sales follow the principles of hedge accounting:
Regarding isolated positions:
The instruments in portfolio at the end of financial year are recorded in off-balance sheet financial commitments for the nominal value of the contracts.
URW SE, as well as most of its eligible French subsidiaries, opted for the SIIC regime. Rental income and gains from the disposal of real estate investments are exempt from income tax if minimum distribution obligations are met. URW SE and its SIIC subsidiaries are required to distribute at least:
URW SE also reports a taxable sector for its non-SIIC ancillary activities. URW SE is the ultimate parent entity of the URW Group, a multinational enterprise as defined in Article 223 VJ et seq. of the French General Tax Code, concerning the global minimum tax. Due to its SIIC status, URW SE is exempt from the global minimum tax.
Given its SIIC status, URW SE is not liable for the global minimum tax. The Company was subject to tax audits for the 2018 to 2021 financial years, which resulted in proposed tax reassessments, most of which have been contested by the Company. As of December 31, 2024, the provisioned tax risk amounts to €9.8 million, based on the analysis conducted by the Company and its advisors.
Treasury shares are classified when repurchased, either in financial assets, or in a “treasury shares” sub-account of marketable securities, when the shares have been purchased for allocation to employees. As at December 31, 2024, the Company has no treasury shares.
URW acknowledges the importance and urgency of climate issues. The Group intends to play an active role in achieving the targets set out in the Paris Agreement, which defines a global framework to avoid dangerous climate change by limiting global warming to well below 2°C compared with the pre-industrial level, and by continuing efforts to limit it to 1.5°C.
The potential impacts of climate change and risks have been analysed in the context of the 2024 Group’s Financial Statements closing, based on the hereafter-mentioned facts and assumptions.
certificates, climate risk studies outcomes, renewal energy on-site production or presence of electric vehicle chargers. Appraisers have reviewed and considered the information provided in their valuation process. Capex to be spent in the next 5 years for the Energy Action Plan were integrated as ESG Capex within the valuation model.
In addition, the operating cash flows derived from the 5YBP and capital expenditure sensitivity analyses include any climate related impacts in terms of additional investments enabling the Group to meet its net-zero target on Scopes 1 & 2 in 2030 and a net-zero target on Scopes 1, 2 & 3 by 2050.
No significant impact has been identified, either on the valuation of the assets, on the tenant’s portfolio or on the cash flows generated by existing activities or on provisions for risks and charges.
As at December 31, 2024, the total credit lines featuring with green or sustainable indicators stands at €7.1 Bn, and the sustainability-linked term loans amount to €0.4 Bn.
The Company currently has two frameworks for its green financing:
On September 4, 2024, the Company secured additional liquidity through the successful issuance of a €1.3Bn dual-tranche Green Bond comprising: €650 Mn with a 5-year maturity and a 3.500% fixed coupon, and a €650 Mn with a 10-year maturity and a 3.875% fixed coupon.
As at December 31, 2024, the outstanding nominal value of Green Bonds amounts to €2.6 Bn.
Changes in the gross value of intangible and tangible assets in 2024 (€ thousands)
| Gross value | Opening balance | Acquisitions | Additions | Contributions | Merger | Interaccount transfers | Disposal or contribution in kind | Gross value Closing balance |
|---|---|---|---|---|---|---|---|---|
| INTANGIBLE ASSETS | 285 | 285 | ||||||
| Tangible assets | Land | 341,937 | 171 | (98) | 342,010 | |||
| Buildings | 1,259,097 | 95,816 | (983) | 1,353,930 | ||||
| General installations | 593 | 593 | ||||||
| Other tangible assets | 286 | 286 | ||||||
| Non-current assets under construction | 60,922 | 58,224 | (91,158) | 27,988 | ||||
| Advances and downpayments | 4,794 | 3,115 | (4,658) | 3,251 | ||||
| TOTAL TANGIBLE ASSETS | 1,667,629 | 61,510 | 0 | (1,081) | 1,728,058 | |||
| TOTAL | 1,667,914 | 61,510 | 0 | (1,081) | 1,728,343 |
The main movements in tangible assets during the year relate to:
| Depreciation and amortisation | Opening balance | Increases due to merger | Expense in the period | Decreases due to sales | Interaccount transfers | Closing balance |
|---|---|---|---|---|---|---|
| Buildings | 462,707 | 58,993 | (984) | 520,716 | ||
| General installations | 593 | 593 | ||||
| Other tangible assets | 236 | 236 | ||||
| TOTAL DEPRECIATION AND AMORTISATION | 463,536 | 0 | 58,993 | (984) | 0 | 521,545 |
The depreciation on tangible assets of the year includes mainly the depreciation on Stadshart Amstelveen complex for €19.5 Mn, on CNIT complex for €16.5 Mn, on the Pullman Paris Montparnasse hotel for €14.9 Mn and on shopping centre Les Ateliers Gaîté for €7.8 Mn.
| Opening balance | Expense in the period | Reversals in the period | Interaccount transfers | Closing balance | Unused | Used | |
|---|---|---|---|---|---|---|---|
| Impairment of other intangible assets | 285 | 285 | |||||
| Impairment of properties | 97,646 | 15,222 | 112,868 | ||||
| TOTAL IMPAIRMENT | 97,931 | 15,222 | 0 | 0 | 113,153 |
561,467 74,215 0 0 0 634,698
The remaining impairment on properties as at December 31, 2024, relates to the Pullman Paris Montparnasse hotel for €64.2 Mn, Dutch assets for €33.7 Mn and shopping centre Les Ateliers Gaîté for €15.2 Mn.
The allowances have been booked in operating result.
| (€ thousands) | Gross value | Opening balance | Increases due to acquisitions or capital increases | Decreases due to capital redemption or sale | Decreases due to merger transactions via dissolution without liquidation | Gross value Closing balance |
|---|---|---|---|---|---|---|
| Group subsidiary investments | 19,517,157 | 5,178,983 | (19,604) | 24,676,536 | ||
| Technical loss on group subsidiary investments | 585,374 | 585,374 | ||||
| Long-term investments | 11,430 | (3,960) | 7,470 | |||
| Other investments | 119 | 119 | ||||
| TOTAL | 20,114,080 | 5,178,983 | (23,564) | 0 | 25,269,499 |
Changes in “Group subsidiary investments” this year mainly result from:
| Impairment | (€ thousands) | Gross value | Opening balance | Expense in the period | Reversals in the period | Gross value | Closing balance |
|---|---|---|---|---|---|---|---|
| Unused | Used | Impairment of Group subsidiary investments | 6,076,124 | 1,124,874 | (232,096) | 6,968,902 | |
| Impairment of merger losses | 55,434 | 5,729 | 61,163 | ||||
| Impairment of long-term investments | 0 | 0 | |||||
| Impairment of other equity investments | 6 | 6 | |||||
| TOTAL | 6,131,564 | 1,130,603 | (232,096) | 0 | 7,030,071 |
As at December 31, the Company booked impairments on the following shares:
As at December 31, 2024, the Company also booked impairments on the following shares (subsidiaries in France and Spain):
Additionally, the Company booked an impairment on the technical merger loss attached to the Beg Investissements shares for €5.7 Mn.
Furthermore, the Company booked the following reversals of impairment:
| Company | (€ Mn) | Share capital | Shareholders’ equity other than share capital before income allocation | Capital held (%) | Gross carrying amount of shares | Merger loss | Net carrying amount of shares | Loans and advances not yet repaid | Deposits and guarantees given | Revenue excl. VAT |
|---|---|---|---|---|---|---|---|---|---|---|
| Company | Ownership | Dividends | Income | Other | Notes | ||||
|---|---|---|---|---|---|---|---|---|---|
| AQUABON | 100.00% | 1 | 1 | 1 | 1 | ||||
| ASTAVAL | 100.00% | 87 | |||||||
| BEG INVESTISSEMENTS | 99.80% | 1 | 4 | 21 | 6 | 2 | |||
| BUREAUX DE LA TOUR CRÉDIT LYONNAIS | 99.99% | 17 | 17 | 4 | 3 | 3 | |||
| CIRCLOW SL | 100.00% | ||||||||
| CNIT DÉVELOPPEMENT | 99.90% | 30 | (4) | ||||||
| DORIA | 90.34% | 10 | 254 | 532 | 524 | ||||
| ESPACE EXPANSION IMMOBILIÈRE | 100.00% | ||||||||
| FINANCIÈRE 5 MALESHERBES | 99.98% | 118 | 118 | 21 | 18 | ||||
| GAÎTÉ BUREAUX | 99.99% | ||||||||
| GAÎTÉ PARKINGS 8 | 99.99% | 16 | 8 | 2 | 5 | 5 | |||
| GALILÉE-DÉFENSE | 100.00% | 11 | 11 | 117 | 5 | (3) | |||
| GLOBAL ETSY INVESTMENTS SL | 100.00% | 14 | 13 | 31 | 31 | 46 | 3 | ||
| IMMOBILIÈRE LIDICE | 100.00% | ||||||||
| MALTESE | 99.98% | 1 | |||||||
| MARCEAU BUSSY-SUD | 99.99% | 1 | 1 | 1 | |||||
| MONTHERON | 99.90% | ||||||||
| NOTILIUS | 99.90% | ||||||||
| PROYECTOS INMOBILIARIOS KANSAR III SL | 100.00% | 22 | 14 | 51 | 33 | 60 | 6 | (3) | |
| PROYECTOS INMOBILIARIOS TIME BLUE SL | 51.11% | 1 | 1 | ||||||
| R.E. FRANCE FINANCING | 100.00% | 7 | 0 | 556 | |||||
| RODAMCO EUROPE PROPERTIES BV | 100.00% | 670 | 5 | 7,575 | 5,997 | 11 | |||
| RODAMCO FRANCE | 100.00% | 183 | 840 | 1,155 | 523 | 1,678 | 5 | 56 | 243 |
| RODAMCO PROJECT I BV | 100.00% | 3 | 3 | ||||||
| SA CROSSROADS PROPERTY INVESTORS | 100.00% | 1 | 0 | ||||||
| SCI TOUR TRIANGLE | 99.91% | 2 | 0 | ||||||
| SISTEMAS EDGERTON II SL | 100.00% | 3 | (1) | 6 | 1 | 4 | |||
| SOCIÉTÉ DE TAYNINH | 97.68% | 15,078 | 2 | 21 | 18 | 1 | |||
| SOCIÉTÉ FONCIÈRE IMMOBILIÈRE | 100.00% | 4 | 0 | 1 | (1) | ||||
| SOUTH PACIFIC REAL ESTATE SL | 100.00% | 3 | 2 | 5 | 5 | ||||
| TRIANGLE RENAN PARTICIPATION | 100.00% | 4 | 32 | 42 | 42 | 80 | (4) | ||
| TRINITY DÉFENSE | 100.00% | 1 | 1 | 59 | 18 | 6 | 6 | ||
| U\&R MANAGEMENT BV | 100.00% | 2 | |||||||
| UNIBAIL-RODAMCO PARTICIPATIONS | 100.00% | 3 | 5 | 5 | (1) | ||||
| UNIBAIL-RODAMCO REAL ESTATE SL | 100.00% | 14 | (2) | 29 | 29 | 68 | 5 | 9 | |
| UNIBAIL-RODAMCO RETAIL SPAIN SLU | 100.00% | 50 | 87 | 773 | 773 | 821 | 164 | 43 | 43 |
| UNIBAIL-RODAMCO SIF France | 100.00% | 22 | 2 | 77 | 42 | 21 | (1) | ||
| UNIBAIL-RODAMCO SPAIN SL | 100.00% | 48 | 35 | 150 | 111 | 42 | 27 | 8 | 219 |
| UNIBAIL-RODAMCO STEAM SL | 51.11% | 4 | 18 | 210 | 210 | 220 | 61 | ||
| UNIBAIL-RODAMCO TH BV | 100.00% | 2,972 | (1,644) | 4,858 | 2,077 | 169 |
| UNI-COMMERCES | 1,048 | 1,100 | 99.99% | 2,297 | 2,297 | 40 | 81 | 109 |
|---|---|---|---|---|---|---|---|---|
| UNIWATER | 13 | 100.00% | 22 | 15 |
464
| (€ Mn) | Share capital | Shareholders’ equity other than share capital before income allocation | Capital held (%) | Gross carrying amount of shares | Merger loss | Net carrying amount of shares | Loans and advances not yet repaid | Deposits and guarantees given | Revenue excl. VAT | 2024 statutory result |
|---|---|---|---|---|---|---|---|---|---|---|
| UR VERSAILLES CHANTIERS | 99.90% | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| UR-PHOBOS (2) | 100.00% | 10 | 2 | 1 | ||||||
| VALOREXPO | 100.00% | |||||||||
| VILLAGE 5 DÉFENSE | 5 | 12 | 100.00% | 5 | 5 | 3 | (2) | |||
| VILLAGE 7 DÉFENSE | 2 | 5 | 100.00% | 2 | 2 | (4) | ||||
| VILLAGE 8 DÉFENSE | 100.00% | |||||||||
| WESTFIELD CORPORATION LIMITED | 404 | 188 | 100.00% | 1,250 | 506 | 60 | ||||
| WESTFIELD ENERGY SL | 100.00% | |||||||||
| TOTAL I | 20,569 | 990 | 19,292 | 586 | 14,548 | 1,993 | 111 | 348 | 453 | 648 |
| GENIEKIOSK | 50.00% | 1 | 0 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| LA ROUBINE | 3 | 50.00% | 1 | 1 | ||||||
| SCI LE SEXTANT (54) | 49.00% | 5 | 5 | 6 | 5 | 2 | ||||
| SIAGNE NORD | 5 | 4 | 22.48% | 2 | 2 | (1) | ||||
| SP POISSY RETAIL ENTERPRISES | 50.00% | |||||||||
| UNIBAIL-RODAMCO-WESTFIELD NV | 120 | 5,945 | 40.50% | 4,851 | 3,441 | 264 | (14) | |||
| WHL USA ACQUISITIONS INC. | 493 | 507 | 25.20% | 527 | 237 | (110) | ||||
| TOTAL II | 621 | 6,402 | 5,387 | 0 | 3,686 | 270 | 0 | 5 | (123) | 0 |
| 7 | 7 | 1 |
|---|---|---|
| 21,190 | 7,392 | 24,686 | 586 | 18,241 | 2,263 | 111 | 353 | 330 | 649 |
|---|---|---|---|---|---|---|---|---|---|
| Dec. 31, 2023 | Increases | Decreases | Impact of exchange rate fluctuations | Dec. 31, 2024 | |
|---|---|---|---|---|---|
| Loans to subsidiaries – principal | 13,694,043 | 3,433,672 | (7,306,486) | 73,165 | 9,894,394 |
| Accrued on subsidiaries loans | 119,901 | 67,847 | (119,901) | 67,847 | |
| Other loans | 149 | (139) | 10 | ||
| TOTAL | 13,814,093 | 3,501,519 | (7,426,526) | 73,165 | 9,962,251 |
| (€ thousands) | Opening balance | Expense in the period | Reversals in the period | Other movements | Closing balance | Unused | Used |
|---|---|---|---|---|---|---|---|
| Impairment on subsidiary loans | 746,837 | (746,837) | 61,217 | 61,217 | |||
| TOTAL | 746,837 | (746,837) | 0 | 61,217 | 61,217 |
During 2024, the impairment on subsidiary loans related to the subsidiary URW NV were reversed following the contribution of these receivables to URW NV as a share premium. As at December 31, 2024, loan impairments relate to a loan with Westfield Italian Holdings SARL.
| 1 year or less: | €2,098 Mn |
|---|---|
| Between 1 and 5 years: | €6,331 Mn |
| More than 5 years: | €1,465 Mn |
| TOTAL | €9,894 Mn |
| (€ thousands) | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| Receivables from Group and associated companies | 2,720,292 | 3,304,413 |
| Difference on assessment of derivatives | 202,516 | 88,592 |
| Accrued income on derivatives | 67,462 | 104,120 |
| Sundry debtors | 97,734 | 126,714 |
| Trade receivables | 72,941 | 68,863 |
| State – other public authorities | 40,668 | 31,450 |
| Employee receivables | 3,220 | 3,317 |
| Doubtful or disputed receivables | 15,767 | 14,005 |
| TOTAL | 3,220,600 | 3,741,474 |
“Receivables from Group and associated companies” mainly relate to current account financing granted to Group companies and profit and losses from subsidiaries.
“Difference on assessment of derivatives” corresponds to cash settlements from the unwinding of hedging swaps carried out in 2024 for €151.8 Mn and in prior years for €50.7 Mn.
“Sundry debtors” primarily relate to fund calls associated with the co-project management of the Gaîté Montparnasse project.
“Trade receivables” mainly relate to accrued receivables, the outstanding balance of rent-free periods and step rents relating to property business and customer balances relating to re-invoicing of Group Service Charges.
| (€ thousands) | Opening balance | Expense in the period | Reversals in the period | Other movements | Closing balance |
|---|---|---|---|---|---|
| Unused | 11,339 | 4,918 | (341) | (768) | 12,801 |
| Used | 150 | 150 | |||
| TOTAL | 11,489 | 4,918 | (341) | (768) | 12,951 |
(1) Reclassification from “Doubtful or disputed receivables” item to “Impairment of doubtful receivables”.
| (€ thousands) | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| Term deposit | 2,756,663 | 2,191,837 |
| Bank accounts with a debit balance | 1,452,624 | 2,737,375 |
| Cash instruments | 104,906 | 165,401 |
| TOTAL | 4,314,193 | 5,094,613 |
There is no difference between the book value of term deposit on the balance sheet and their market value.
The term deposits have short or medium term:
“Cash instruments” mainly relate to premiums on caps and fees relating to interest rate swaps to not yet amortised.
| (€ thousands) | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| General expenses | 29 | 56 |
| TOTAL | 29 | 56 |
| (€ thousands) | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| Charges on bank loans and borrowings | 23,535 | 18,276 |
| Charges on bonds | 54,283 | 55,814 |
| Charges on hybrid securities | 13,834 | 18,573 |
| Bond issue premium | 62,252 | 71,507 |
| TOTAL | 153,904 | 164,170 |
| (€ thousands) | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| Subsidiary loans in SEK | 135,387 | 118,507 |
| Subsidiary loans in GBP | 4,742 | 0 |
| Subsidiary loans in PLN | 0 | 24 |
| Subsidiary loans in USD | 0 | 11,703 |
| Derivatives | 0 | 7,830 |
| TOTAL | 140,129 | 138,064 |
| (€ thousands) | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| Financial assets | 67,847 | 119,901 |
| Other trade receivables | 46,178 | 47,036 |
| Trade payables | 613 | 621 |
| Taxes | 8,798 | 6,111 |
| Group and associates | 9,668 | 16,831 |
| Other receivables | 72,534 | 124,826 |
| TOTAL | 205,638 | 315,326 |
The decrease in the "Financial assets" line item is mainly due to the reduction in accrued interest on loans following the contribution of receivables on URW America Inc to URW NV. As of December 31, 2023, the "Other receivables" line item included interest receivable on Caps amounting to €57.5 million. As of December 31, 2024, there are no interest receivables on Caps.
Number of shares: 142,629,547
Par value: €5
| (€ thousands) | Before allocation of net result Dec. 31, 2023 | Allocation of 2023 net result | 2024 changes | Before allocation of net result Dec. 31, 2024 |
|---|---|---|---|---|
| Share capital | 695,207 | 17,941 | (1) | 713,148 |
| Reserves | 13,660,909 | (96,874) | 20,443 | 13,584,478 |
| Additional paid-in capital: Issue premium | 2,655,264 | 7,510 | (1) | 2,662,774 |
| Additional paid-in capital: Contribution premium | 10,835,822 | 12,933 | 10,848,755 | |
| Legal reserve | 69,144 | 69,144 | ||
| Other reserves | 96,874 | (96,874) | 0 | |
| Reserve for euro translation | 3,805 | 3,805 | ||
| Retained earnings | (2,341,155) | (488,537) | (2,829,692) | |
| Net result | (585,411) | 585,411 | 943,172 | 943,172 |
| Regulated provisions | 29,066 | 29,066 | ||
| TOTAL SHAREHOLDERS’ EQUITY | 11,458,616 | 0 | 981,556 | 12,440,172 |
Dividend 0
(1) Changes in share capital and share premium relate mainly to the capital increase as part of the acquisition of a stake in URW Germany, the capital increase reserved for employees carried out under the company savings plan and the issue of performance shares.
Due to the lack of net result available for distribution, the SIIC distribution obligation created in 2024, i.e. €520.7 Mn, and the residual obligation from previous years, amounting to €2,001.2 Mn, will be carried forward until URW SE reports positive results available for distribution and to subsequent years as needed. The total amount of the SIIC obligations carried forward is €2,521.9 Mn.
Number of shares
| As at Jan. 1, 2023 | 138,767,088 | ||
| Capital increase reserved for employees under the Company Savings Plan | 128,408 | ||
| Exercise of stock options | 0 | ||
| Performance shares grants | 145,895 |
| As at Dec. 31, 2023 | 139,041,391 |
|---|---|
| Capital increase under the acquisition of a stake in URW Germany | 3,254,000 |
| Capital increase reserved for employees under the Company Savings Plan | 108,496 |
| Exercise of stock options | 59,150 |
| Performance shares grants | 166,510 |
| As at Dec. 31, 2024 | 142,629,547 |
| (€ thousands) | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| Hybrid securities | 1,844,800 | 1,844,800 |
| TOTAL | 1,844,800 | 1,844,800 |
To finance the cash component of the acquisition of the Westfield Corporation Group on June 7, 2018, in April 2018, URW SE issued €2,000 Mn of hybrid securities classified as “Other equity” in accordance with the OEC opinion 28 (July 1994). This issuance was made in 2 tranches:
In 2023, URW launched a par-for-par exchange offer on the first tranche of its hybrid bonds, reducing the Group’s total hybrid portfolio to €1,845 Mn.
As at December 31, 2024, the hybrid portfolio consists of:
| (€ thousands) | Opening balance | Expense in the period | Reversals in the period | Closing balance | Unused | Used |
|---|---|---|---|---|---|---|
| Provisions for operating contingencies | 8,865 | 1,093 | (435) | 9,523 | ||
| Provisions for foreign exchange losses | 130,234 | 21,622 | (24) | (11,703) | 140,129 | |
| Other provisions | 46,140 | 10,048 | (42,186) | (3,600) | 10,402 | |
| TOTAL | 185,239 | 32,763 | (42,645) | (15,303) | 160,054 |
Changes in “Provisions for foreign exchange losses” reflect primarily the provisions regarding unrealised foreign exchange losses following the decrease of Swedish krona and the reversal of provisions for unrealised foreign exchange losses following the repayment of term deposits in US dollars.
Changes in “Other provisions” result mainly from the reversal of a provision for risk on subsidiary related to URSIF France for €28.3 Mn, the reversal of a provision for risk for €7.8 Mn concerning the purchase of Foreign Exchange Forward in US dollar, a €7.5 Mn reversal of provision for risk relating to compensation for works on the Les Ateliers Gaîté asset and provisions for tax risks amounting to €10.0 Mn.
(€ thousands)
| Dec. 31, 2023 | Increases | Decreases | Impact of exchange rate fluctuations | Dec. 31, 2024 | ||
| Bonds | 18,039,207 | 1,478,139 | (870,769) | 18,646,577 | ||
| Principal outstanding | 17,862,186 | 1,300,000 | (693,748) | 18,468,438 | ||
| Accrued interest | 177,021 | 178,139 | (177,021) | 178,139 | ||
| Bank loans and borrowings | 945,617 | 11,564 | (520,617) | 436,564 | ||
| Principal outstanding | 937,500 | (512,500) | 425,000 | |||
| Accrued interest | 6,674 | 7,619 | (6,674) | 7,619 | ||
| Bank accounts with a credit balance | 1,443 | 3,945 | (1,443) | 3,945 | ||
| Miscellaneous borrowings and financial liabilities | 4,007,140 | 457,198 | (1,809,536) | 6,413 | 2,661,215 | |
| Deposits and guarantees | 6,665 | 2,618 | (2,105) | 7,178 | ||
| Other borrowings | 1,590,740 | (914,168) | 682,985 | |||
| Payables on other borrowings | 33,965 | 8,098 | (33,965) | 8,098 | ||
| Medium-term notes | 0 | 0 | ||||
| Payables on medium-term notes | 0 | 0 | ||||
| Commercial paper | 0 | 0 | ||||
| Payables on commercial paper | 0 | 0 | ||||
| Payables on hybrid securities | 33,480 | 33,571 | (33,480) | 33,571 | ||
| Subsidiary current accounts | 2,261,487 | 405,430 | (745,015) | 1,921,902 | ||
| Transfer of subsidiaries’ earnings | 80,803 | 7,481 | (80,803) | 7,481 | ||
| TOTAL | 22,991,964 | 1,946,901 | (3,200,922) | 6,413 | 21,744,356 |
Changes in the “Bonds” item result from the issue of two Green bonds under the EMTN Programme for a total amount of €1,300 Mn, the total redemption of a Green bond for €644 Mn tranche maturing in February 2024 and one bond tranche maturing in October for €50 Mn.
Changes in the “Bank loans and borrowings-Principal outstanding” item mainly relate to the repayment of five bank loans for a total amount of €512.5 Mn.
Changes in the “Miscellaneous borrowings and financial liabilities – Other borrowing” item are mainly due to the repayment of loans for a total amount of US$964.0 Mn with a subsidiary of Group URW.
As at December 31, 2024, the “Subsidiary current accounts” item comprises financing granted mainly by the following subsidiaries:
| Issue date | Interest rate | Amount outstanding as at Dec. 31, 2024 (€ Mn) | Maturity |
|---|---|---|---|
| November 2010 | Fixed rate 4.170% | 41 | November 2030 |
| October 2011 | Fixed rate 4.100% | 27 | October 2031 |
| November 2011 | Fixed rate 4.050% | 20 | November 2031 |
| February 2013 | Fixed rate 3.100% for a par value of HKD 700 Mn | 69 | February 2025 |
| March 2013 | Fixed rate 3.280% for a par value of HKD 585 Mn | 58 | March 2025 |
| October 2013 | Fixed rate 3.900% for a par value of HKD 400 Mn | 38 | October 2025 |
| March 2014 | Fixed rate 3.080% | 20 | March 2034 |
| April 2014 | Fixed rate 3.080% | 30 | April 2034 |
| June 2014 | Fixed rate 2.500% | 600 | June 2026 |
| April 2015 | Fixed rate 1.375% | 655 | April 2030 |
| April 2015 | Green Bond fixed rate 1.000% | 500 | March 2025 |
| November 2015 | Fixed rate 2.066% | 30 | November 2030 |
| November 2015 | Fixed rate 3.095% for a par value of HKD 750 Mn | 90 | November 2025 |
| December 2015 | Fixed rate 2.100% for 3 years then Structured coupon linked to CMS 10 years (floored at 0%, capped at 3.000%) | 70 | December 2030 |
| March 2016 | Fixed rate 1.375% | 500 | March 2026 |
| March 2016 | Floating rate (Euribor 6M floored at 0.95%, capped at 3.000%) | 20 | March 2027 |
| April 2016 | Fixed rate 1.125% | 500 | April 2027 |
| April 2016 | Fixed rate 2.000% | 500 | April 2036 |
| November 2016 | Fixed rate 0.875% | 500 | February 2025 |
| December 2016 | Fixed rate 2.740% for a par value of HKD 500 Mn | 61 | November 2026 |
| February 2017 | Fixed rate 1.500% | 600 | February 2028 |
| May 2017 | Fixed rate 1.500% | 500 | May 2029 |
| May 2017 | Fixed rate 2.000% | 500 | May 2037 |
| May 2018 | Fixed rate 1.125% | 800 | September 2025 |
| May 2018 | Fixed rate 1.875% | 900 | January 2031 |
| May 2018 | Fixed rate 2.25% | 500 | May 2038 |
| June 2018 | Structured coupons linked to CMS 15 years | 40 | June 2033 |
| December 2018 | Fixed rate 2.000% | 100 | December 2033 |
| February 2019 | Fixed rate 1.750% | 750 | February 2034 |
| February 2019 | Fixed rate 1.000% | 750 | February 2027 |
| July 2019 | Fixed rate 1.750% | 500 | July 2049 |
| October 2019 | Fixed rate 0.875% | 750 | March 2032 |
| April 2020 | Fixed rate | 2.625% | 800 | April 2030 |
|---|---|---|---|---|
| April 2020 | Fixed rate | 2.125% | 600 | April 2025 |
| June 2020 | Fixed rate | 2.000% | 750 | June 2032 |
| December 2020 | Fixed rate | 0.625% | 1,000 | May 2027 |
| December 2020 | Fixed rate | 1.375% | 1,000 | December 2031 |
| May 2021 | Fixed rate | 0.750% | 650 | October 2028 |
| May 2021 | Fixed rate | 1.375% | 600 | May 2033 |
| December 2023 | Green Bond fixed rate | 4.125% | 750 | December 2030 |
| September 2024 | Green Bond fixed rate | 3.875% | 650 | September 2034 |
| September 2024 | Green Bond fixed rate | 3.500% | 650 | September 2029 |
| TOTAL | 18,469 |
| (€ thousands) | One year or less | Between 1 and 5 years | More than 5 years | Total |
|---|---|---|---|---|
| Other bonds | 2,832,779 | 5,830,798 | 9,983,000 | 18,646,577 |
| Convertible bonds (ORNANE) | 0 | 0 | 0 | 0 |
| Accrued interest | 0 | 0 | 0 | 0 |
| Bonds | 2,654,640 | 5,830,798 | 9,983,000 | 18,468,438 |
| Accrued interest | 178,139 | 0 | 0 | 178,139 |
| Bank loans and borrowings | 11,564 | 425,000 | 0 | 436,564 |
| Bank loans | 0 | 425,000 | 0 | 425,000 |
| Accrued interest on bank loans | 7,619 | 0 | 0 | 7,619 |
| Bank accounts with a credit balance | 3,945 | 0 | 0 | 3,945 |
| Miscellaneous borrowings and financial liabilities | 2,661,215 | 0 | 0 | 2,661,215 |
| Deposits and guarantees | 7,178 | 0 | 0 | 7,178 |
| Other borrowings | 682,985 | 0 | 0 | 682,985 |
| Payables on other borrowings | 8,098 | 0 | 0 | 8,098 |
| Medium-term notes | 0 | 0 | 0 | 0 |
| Payables on medium-term notes | 0 | 0 | 0 | 0 |
| Commercial paper | 0 | 0 | 0 | 0 |
| Payables on commercial paper | 0 | 0 | 0 | 0 |
| Payables on hybrid securities | 33,571 | 0 | 0 | 33,571 |
| Subsidiary current accounts | 1,921,902 | 0 | 0 | 1,921,902 |
| Transfer of subsidiaries’ earnings | 7,481 | 0 | 0 | 7,481 |
| TOTAL | 5,505,558 | 6,255,798 | 9,983,000 | 21,744,356 |
Contractual obligations relating to borrowings and EMTNS
No borrowings are subject to early repayment clauses linked to the Company’s debt ratings, barring exceptional circumstances such as a change of control.
The bonds are not subject to any contractual covenants based on financial ratios that could trigger early redemption.
The funds raised with the Green Bond issue must be used to fund projects or assets meeting certain criteria such as for obtaining BREEAM certification.
| Covenants | Limit | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|---|
| LTV | < 60% | 41.8% | 41.8% |
| ICR | > 2x | 4.2x | 4.2x |
| FFO/NFD | > 4% | 8.3% | 7.8% |
These covenants are tested twice a year based on the Group’s IFRS financial statements. As at December 31, 2024:
URW SE is exposed to interest rate fluctuations on its floating-rate borrowings, which finance its investment policy and maintain sufficient financial liquidity. The Company’s management policy regarding interest rate risk is to minimise the impact that changes in interest rates could have on earnings and cash flow and optimise the overall cost of debt. In order to implement this strategy, URW SE uses derivative instruments (mainly caps and swaps) to hedge its interest rate exposure. All transactions are managed centrally and independently.
The derivative instruments put in place to limit interest rate risks expose the Company to the risk that its counterparties may default on their obligations. To limit counterparty risk, URW SE only contracts hedges with leading international financial institutions.
| (€ thousands) | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| Amounts due to suppliers | 40,817 | 53,332 |
| Employee payables and similar payables | 13,121 | 10,346 |
| State – other public authorities | 18,014 | 5,068 |
| Amounts due on investments | 28,627 | 19,420 |
| Other liabilities | 577,818 | 469,533 |
| On property activities | 87,919 | 117,465 |
| On derivatives and other financial transactions | 489,597 | 351,722 |
| Other sundry liabilities | 302 | 346 |
| TOTAL | 678,397 | 557,699 |
The “Amounts due on investments” item mainly consists of accrued payables relating to works on the CNIT building complex for €15.2 Mn, the Pullman Paris Montparnasse hotel for €7.7 Mn and the shopping centre Les Ateliers Gaîté for €2.6 Mn.
Changes in the “Other liabilities on derivatives and other financial transactions” item result mainly from the fees relating to interest swaps set up during 2024 (+€188.5 Mn) and the change in the fair value of swaptions in open isolated position (-€54.2 Mn).
| (€ thousands) | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| Property business | 5,301 | 3,162 |
| Balancing cash adjustment on Group debt | 5 | 24 |
| Arrangement fee on subsidiary loans | 7,025 | 54,527 |
| TOTAL | 12,331 | 57,713 |
The change in the “Arrangement fees on subsidiary loans” item is mainly due to the full amortisation of arrangement fees (-€49 Mn) in 2024 following the contribution of loans by URW SE as share premiums to URW NV.
| (€ thousands) | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| Subsidiary loans in CZK | 10,958 | 24,954 |
| Subsidiary loans in DKK | 74 | 101 |
| Subsidiary loans in PLN | 17,234 | 12,595 |
Financial statements as at December 31, 2024
| Subsidiary loans in USD | 141,263 | 130,962 |
|---|---|---|
| Group debt in GBP | 0 | 2,194 |
| Group debt in SEK | 0 | 11,316 |
| TOTAL | 169,529 | 182,122 |
| (€ thousands) | Dec. 31, 2024 | Dec. 31, 2023 |
|---|---|---|
| Miscellaneous borrowings and financial liabilities | 227,428 | 251,140 |
| Trade receivables | 1,547 | 2,128 |
| Trade payables | 51,993 | 54,838 |
| Employee payables | 6,594 | 5,899 |
| Social security and similar payables | 5,489 | 4,032 |
| Tax payables | 5,761 | 1,824 |
| Subsidiary current accounts | 4,825 | 2,468 |
| Other liabilities | 22,117 | 50,511 |
| TOTAL | 325,754 | 372,840 |
| (€ thousands) | Gross | Maturity | 1 year or less | More than 1 year |
|---|---|---|---|---|
| Receivable on non-current assets | ||||
| Other long-term investments | 0 | 0 | 0 | 0 |
| Loans | 9,962,241 | 2,166,082 | 7,796,159 | |
| Other | 10 | 0 | 10 | |
| Current asset receivables | ||||
| Trade receivables from activity | ||||
| Doubtful or disputed receivables | 15,767 | 15,767 | 0 | |
| Other trade receivables from activity | 72,941 | 39,337 | 33,604 | |
| Other receivables | ||||
| Employee receivables | 3,220 | 3,220 | 0 | |
| State – other public authorities | 40,668 | 40,668 | ||
| Receivables from group and associated companies | 2,720,292 | 2,720,292 | 0 | |
| Accrued income on derivatives | 67,462 | 67,462 | 0 | |
| Sundry debtors | 97,734 | 97,734 | 0 | |
| Difference of assessment of derivatives | 202,516 | 125,573 | 76,943 | |
| Prepaid expenses | ||||
| Overheads | 29 | 29 | 0 | |
| TOTAL | 13,182,880 | 5,276,164 | 7,906,716 |
(1) Loans granted during the financial year
Loans repaid during the financial year
3,433,672
7,306,486
| (€ thousands) | Gross Maturity | 1 year or less | Between 1 and 5 years | More than 5 years |
|---|---|---|---|---|
| Convertible bonds (1) | 0 | 0 | 0 | 0 |
| Other bonds (1) | 18,646,577 | 2,832,779 | 5,830,798 | 9,983,000 |
| Bank loans and borrowings (1) | 436,564 | 11,564 | 425,000 | 0 |
| Miscellaneous borrowings and financial liabilities (1) | 2,661,215 | 2,661,215 | 0 | 0 |
| Advances and downpayments received | 1,773 | 1,773 | 0 | 0 |
| Amounts due to suppliers | 40,817 | 40,817 | 0 | 0 |
| Tax and social security liabilities | ||||
| Employee payables and similar payables | 13,121 | 13,121 | 0 | 0 |
| State – other public authorities | 18,014 | 18,014 | 0 | 0 |
| Amounts due on investments | 28,627 | 28,627 | 0 | 0 |
| Other liabilities | 577,818 | 200,049 | 92,717 | 285,052 |
| Deferred income | ||||
| Property business | 5,301 | 5,301 | 0 | 0 |
| Balancing cash adjustment on Group debt | 5 | 5 | 0 | 0 |
| Arrangement fee on subsidiary loans | 7,025 | 2,869 | 4,156 | 0 |
| TOTAL | 22,436,857 | 5,816,134 | 6,352,671 | 10,268,052 |
(1) Liabilities contracted during the financial year
Liabilities repaid during the financial year
1,300,000
2,120,416
| (€ thousands) | 2024 | 2023 |
|---|---|---|
| Property business | 88,382 | 87,580 |
| Offices & Others segment | 42,686 | 41,315 |
| Shopping Centres segment | 43,243 | 43,943 |
| Convention & Exhibition segment | 2,453 | 2,322 |
| Other rebilled items | 109,631 | 112,465 |
| TOTAL | 198,013 | 200,045 |
“Other rebilled items” consist in particular of rebilled items relating to the Group Service Charges agreement.
| (€ thousands) | 2024 | 2023 |
|---|---|---|
| Reversals of impairment | 9,418 | 4,043 |
| Reversals of provisions for disputes | 8,309 | 2,326 |
| Reversals of impairment of doubtful receivables | 1,109 | 1,717 |
| Reversals of impairment of buildings | 0 | 0 |
| Rebilled expenses and expense transfers | 25,408 | 23,949 |
| TOTAL | 34,826 | 27,992 |
Rebilled expenses and expense transfers for 2024 are composed of:
| (€ thousands) | 2024 | 2023 |
|---|---|---|
| Key money | 765 | 3,537 |
| Speciality leasing fee | 2,293 | 667 |
| Other | 5,433 | 9,502 |
| TOTAL | 8,491 | 13,706 |
In 2023, the “Other income” item included interest and late payment penalties received from Réseau Ferré de France in connection with the Eole works impacting the CNIT building complex, for an amount of €9.0 Mn.
| (€ thousands) | 2024 | 2023 |
|---|---|---|
| 1- EQUIPMENT, MATERIALS AND WORKS | 0 | 0 |
| 2- PURCHASES OF CONSUMABLES | 319 | 1,197 |
| 3- EXTERNAL SERVICES | 19,921 | 22,199 |
| Property business | 17,710 | 19,832 |
| Leases and rental expenses | 15,117 | 16,857 |
|---|---|---|
| Maintenance and repair | 2,753 | 2,787 |
| Insurance | (160) | 188 |
| General expenses | 2,211 | 2,367 |
| Leases and rental expenses | 257 | 248 |
| Maintenance and repair | 11 | 8 |
| Insurance | 1,370 | 1,547 |
| Miscellaneous | 573 | 564 |
| Other external services | 117,473 | 121,911 |
|---|---|---|
| Property business | 4,851 | 4,486 |
| General expenses | 112,622 | 117,425 |
| TOTAL | 137,713 | 145,307 |
The “Other external services – General expenses” item mainly includes rebilled costs related to the Group Service Charges agreement, which decreased by €9.3 Mn in 2024.
| (€ thousands) | 2024 | 2023 |
|---|---|---|
| Taxes on remuneration | 1,203 | 1,059 |
| Property taxes | 5,217 | 5,014 |
| Other taxes | 838 | 908 |
| TOTAL | 7,258 | 6,981 |
| (€ thousands) | 2024 | 2023 |
|---|---|---|
| Wages and salaries | 10,360 | 9,777 |
| Payroll taxes | 4,474 | 4,149 |
| TOTAL | 14,834 | 13,926 |
| (€ thousands) | 2024 | 2023 |
|---|---|---|
| Tangible assets | 58,993 | 56,503 |
| Deferred charges | ||
| Charges on borrowings | 18,781 | 14,603 |
| Charges on hybrid securities | 4,637 | 3,698 |
| TOTAL | 82,411 | 74,804 |
The change in the “Tangible assets” item is mainly due to €2.0 Mn in depreciation on the CNIT building complex works, which were commissioned in May 2024.
The change in the “Deferred charges – charges on borrowings” item is primarily due to the amortisation of expenses related to the issuance of “Green Bonds” in December 2023 and September 2024 (€2.1 Mn) and the establishment of credit lines in 2024 (€1.7 Mn).
| (€ thousands) | 2024 | 2023 |
|---|---|---|
| Non-current assets | 15,222 | 60,928 |
| 4,918 | 7,787 |
|---|---|
| 878 | 19 |
|---|---|
| 21,018 | 68,734 |
|---|---|
In 2024, the "Non-current assets" line item includes impairment charges for the Les Ateliers Gaîté shopping centre and the Amstelveen shopping centre.
| (€ thousands) | 2024 | 2023 |
|---|---|---|
| Attendance fees | 1,259 | 1,111 |
| Eviction and termination indemnities paid | 0 | 0 |
| Irrevocable receivables and miscellaneous operating lease expenses | 6,827 | 11,936 |
| TOTAL | 8,086 | 13,047 |
The change in the “Irrecoverable receivables and miscellaneous operating lease expenses” item is mainly due to compensation paid for nuisance caused by work on the Les Ateliers Gaîté shopping centre in 2023 (€9.6 Mn).
| (€ thousands) | 2024 | 2023 |
|---|---|---|
| Subsidiary income transferred | 36,924 | 59,655 |
| Dividends | 614,790 | 309,472 |
| Other | 2,599 | 4,578 |
| TOTAL | 654,313 | 373,705 |
Income transfers from tax-transparent companies mainly relate to Financière 5 Malesherbes (€17.8 Mn), Trinity (€5.7 Mn), and Gaîté Parking (€5.2 Mn).
Only the profits of tax-transparent subsidiaries with a clause in their articles of association providing for the automatic transfer of results are booked as of December 31 of the year. If a subsidiary incurs a loss, this loss is recognised at year-end as a financial expense under “Interest expenses”, irrespective of any clause in its articles of association regarding the transfer of results (see note 24.2).
The main dividends collected in 2024 in respect of 2023 earnings were:
| (€ thousands) | 2024 | 2023 |
|---|---|---|
| Income from loans to subsidiaries | 551,573 | 568,665 |
| TOTAL | 551,573 | 568,665 |
| (€ thousands) | 2024 | 2023 |
|---|---|---|
| Bank fees | 58,101 | 41,742 |
| Interest on subsidiary current accounts | 58,310 | 54,626 |
| Income on caps, floors and swaps | 476,642 | 533,834 |
| Deferred recognition of fees on subsidiary loans | 52,903 | 5,671 |
| Interest on marketable securities | 138,843 | 102,914 |
| Other financial income | 69 | 2,073 |
| TOTAL | 784,868 | 740,860 |
In 2024, the "Income on caps, floors, and swaps" item includes interest amounting to €409.4 Mn, the amortisation of termination payments related to hedging swaps restructurings from previous years totaling €40.9 Mn, termination payments for interest rate swaps and caps recognised in the income statement for €20.5 Mn, and floor premiums amounting to €5.8 Mn.
Changes in “Interest on marketable securities” item is due to the increase investments in term deposits (see note 7) and the increase in their remuneration.
| (€ thousands) | 2024 | 2023 |
|---|---|---|
| Reversal of provisions for subsidiaries | 232,096 | 39,860 |
| Reversals of provisions for foreign exchange gains and losses | 11,727 | 68,306 |
| Reversal of provision for risk on subsidiary | 28,568 | 4,393 |
| Reversal of provision on receivables from equity investments | 746,837 | 0 |
| Reversal of provision for currency risk on derivatives | 7,830 | 0 |
| TOTAL | 1,027,058 | 112,559 |
In 2024, the Company booked reversals of provisions on the shares in:
Reversals of provisions for subsidiary risks were also recorded for the following entities:
The “Reversal of impairment on receivables related to investments” item includes a reversal of impairment on loans granted to URW NV.
| (€ thousands) | 2024 | 2023 |
|---|---|---|
| USD foreign exchange gains | 231,546 | 75,446 |
| GBP foreign exchange gains | 8,677 | 4,977 |
| CZK foreign exchange gains | 7,707 | 162 |
| SEK foreign exchange gains | 2,176 | 5,841 |
| PLN foreign exchange gains | 1,369 | 1,976 |
| DKK foreign exchange gains | 6 | 6 |
| Other foreign exchange gains | 21 | 25 |
| TOTAL | 251,502 | 88,433 |
| (€ thousands) | 2024 | 2023 | |
|---|---|---|---|
| Depreciation and amortisation | 11,880 | 12,127 | |
| Bond issue premium | 16,880 | 11,703 | |
| Provisions for contingencies | 4,742 | 0 | |
| Currency risk on loans | 0 | 7,830 | |
| Currency risk on borrowings | 0 | 313 | |
| Risk on subsidiary | 1,130,602 | 440,313 | |
| Impairment and provisions | 0 | 490,205 | |
| On shares (including merger losses) | TOTAL | 1,164,104 | 962,491 |
In 2024, provisions were booked for shares held in subsidiaries and receivables from equity investments (see note 4).
| (€ thousands) | 2024 | 2023 |
|---|---|---|
| Bank fees | 43,487 | 43,807 |
| Fees on deposits and confirmed credit facilities | 27,129 | 18,987 |
| Interest on borrowings | 107,492 | 88,462 |
| Interest on bonds | 310,602 | 286,892 |
| Interest on current accounts | 17,713 | 7,121 |
| Interest on hybrid securities | 98,923 | 72,377 |
| Charges on caps, floors and swaps | 527,567 | 672,209 |
| Financial charges on dissolution of subsidiaries without liquidation in a merger transaction (“TUP”) | 0 | 52 |
| Transfer of subsidiary income | 7,405 | 80,670 |
| TOTAL | 1,140,318 | 1,270,577 |
The increase in interest on bonds is mainly due to the rise in outstanding amounts during the year (see note 15).
The change in the “Interest on hybrid securities” item is primarily explained by the issuance of new hybrid instruments in 2023 at a higher rate than previous issues.
In 2024, the “Charges on caps, floors, and swaps” balancing includes interest for an amount of €352.9 Mn, the amortisation of the balancing cash adjustments related to hedging swap restructurings from previous years for €111.6 Mn, the amortisation of caps and floors premiums for €29.1 Mn, cash payments of €23.4 Mn for the unwinding of non-hedging interest rate swaps during the year, recognised in the income statement, and cash payments of €10.6 Mn for the unwinding of caps.
1 2 3 4 6 7 8
| (€ thousands) | 2024 | 2023 |
|---|---|---|
| USD foreign exchange losses | 46,500 | 75,171 |
| GBP foreign exchange losses | 9,951 | 3,907 |
| SEK foreign exchange losses | 2,200 | 65,530 |
| PLN foreign exchange losses | 1,142 | 773 |
| CZK foreign exchange losses | 118 | 851 |
| DKK foreign exchange losses | 7 | 8 |
| Other foreign exchange losses | 4 | 11 |
| TOTAL | 59,922 | 146,251 |
| (€ thousands) | 2024 | 2023 |
|---|---|---|
| Capital gains and losses on sales of tangible assets | 166 | 520 |
| Capital gains and losses on sales of financial assets | 76,629 | (214) |
| Regulated provisions | 0 | (2,514) |
| Other non-recurring income and expenses | (8,600) | (5,877) |
| TOTAL | 68,195 | (8,085) |
The “Gains and losses on disposals of financial assets” item mainly includes the capital gain from the sale of shares in Gaîté Bureaux for an amount of €75.7 Mn.
The “Other non-recurring income and expenses” item includes a provision for tax risk for an amount of €9.8 Mn.
| (€ thousands) | 2024 | 2023 |
|---|---|---|
| Income tax | 0 | (1) |
| TOTAL | 0 | (1) |
All agreements between URW SE and Group companies were entered into at arm’s length conditions, with the exception of those detailed below.
| Balance sheet line concerned | Related party | Type of relationship | Balance sheet amount with the related party (€ thousands) | Type of transaction |
|---|---|---|---|---|
| ASSETS | Other receivables | Ultimate parent company | 1,974 | Non-interest-bearing current account |
| CNIT DÉVELOPPEMENT | Ultimate parent company | 22,769 | Non-interest-bearing current account | |
| FINANCIÈRE5 MALESHERBES | Ultimate parent company | 24,920 | Non-interest-bearing current account | |
| GAÎTÉ PARKINGS | Ultimate parent company | 18,007 | Non-interest-bearing current account | |
| GALILÉE-DÉFENSE | Ultimate parent company | 71,985 | Non-interest-bearing current account | |
| MALTESE | Ultimate parent company | 851 | Non-interest-bearing current account | |
| MARCEAU BUSSY-SUD | Ultimate parent company | 6,932 | Non-interest-bearing current account | |
| MONTHÉRON | Ultimate parent company | 1,741 | Non-interest-bearing current account | |
| NOTILIUS | Ultimate parent company | 592 | Non-interest-bearing current account | |
| SCI BUREAUX DE LA TOUR | Ultimate parent company | 9,357 | Non-interest-bearing current account | |
| CRÉDIT LYONNAIS | Ultimate parent company | 9,357 | Non-interest-bearing current account | |
| TRINITY DÉFENSE | Ultimate parent company | 238,911 | Non-interest-bearing current account | |
| VILLAGE 8 DÉFENSE | Ultimate parent company | 2,178 | Non-interest-bearing current account |
| Miscellaneous borrowings and financial liabilities | TOUR TRIANGLE | Ultimate parent company | 7 | Non-interest-bearing current account |
|---|---|---|---|---|
| UR VERSAILLES CHANTIERS | Ultimate parent company | 3,230 | Non-interest-bearing current account |
Commitments relating to forward interest rate financial instruments are presented as follows:
Borrowings with floating rates or swapped fixed rates contracted by URW SE are hedged by interest rate swaps and caps. Income and expenses arising from these transactions are recognised on an accrual basis in the income statement.
The net fair value of these financial instruments amounts to -€582.1Mn. No provision is recorded for this fair value since these are hedging instruments.
As at December 31, 2024, URW SE also holds derivative instruments in open isolated positions in its portfolio.
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
The breakdown of the net fair value by type of instrument is shown in the table below.
(€ thousands)
| Dec. 31, 2024 | Dec. 31, 2023 | |||
| Notional by kind of instrument (equivalent in €) | Fair value excluding accrued (net by kind of instrument) (equivalent in €) | Notional by kind of instrument (equivalent in €) | Fair value excluding accrued (net by kind of instrument) (equivalent in €) | |
| HEDGING INSTRUMENTS | ||||
| External financial instruments | ||||
| Caps EUR | 0 | 0 | 7,550,000 | (170) |
| Collars EUR | 0 | 0 | 8,000,000 | 90,968 |
| Floors EUR | 0 | 0 | 5,250,000 | (13,315) |
| Interest rate swaps | 30,815,000 | (531,944) | 34,515,000 | (515,203) |
| Interest rate swaps USD | 2,189,816 | 3,030 | 2,058,824 | (681) |
| Swaption calls EUR (1) | 6,500,000 | (98,379) | 4,000,000 | (92,179) |
| Currency swaps | 315,438 | 45,280 | 315,438 | 16,307 |
| Internal financial instruments | ||||
| Interest rate swaps USD | 2,189,816 | 1,350 | 1,809,955 | 1,263 |
| Currency swaps | 323,750 | (1,417) | 323,750 | 13,214 |
| TOTAL HEDGING INSTRUMENTS | 42,333,820 | (582,080) | 63,822,967 | (499,796) |
| OPEN ISOLATED POSITIONS | ||||
| Swaption calls EUR | 10,000,000 | (36,576) | 12,500,000 | (100,536) |
| Purchase Foreign Exchange Forward USD | 0 | 0 | 1,276,018 | (6,308) |
| Floors EUR | 7,900,000 | 8,658 | 0 | 0 |
| Currency swaps | 2,018,271 | 22,091 | 0 | 0 |
| TOTAL OPEN ISOLATED POSITIONS | 19,918,271 | (5,827) | 13,776,018 | (106,844) |
| TOTAL | 62,252,091 | (587,907) | 77,598,985 | (606,640) |
Income and expenses relating to these financial instruments are recognised in the income statement on a time proportion basis (see notes 23.3 and 24.2).
The breakdown of these expenses and income excluding deferred premiums and balances is shown in the table below.
(€ thousands)
| 2024 | 2023 | ||||
| Profits | Losses | Profits | Losses | ||
| External financial instruments | Caps | 99,154 | (346) | 173,267 | (24,233) |
| Floors | 1,835 | 0 | 483 | (0) | |
| Interest rate swaps | 249,463 | (280,486) | 153,546 | (220,166) | |
| Swaption calls | 0 | 0 | 0 | 0 | |
| Currency swaps | 11,504 | (14,693) | 13,447 | (16,845) | |
| Internal financial instruments | Interest rate swaps | 36,230 | (39,610) | 40,470 | (42,647) |
| Currency swaps | 11,232 | (17,767) | 11,204 | (17,186) | |
| TOTAL | 409,418 | (352,902) | 392,417 | (321,077) |
All material commitments are disclosed below.
| (€ thousands) | 2024 | 2023 | ||
|---|---|---|---|---|
| (in listed currency) | (in €) | (in listed currency) | (in €) | |
| Other commitments received |
| 8,565,833 | 6,715,833 |
|---|---|
| 0 | 0 | 536,000 | 485,068 |
|---|---|---|---|
| 29,671,862 | 26,542,267 |
|---|---|
| 2,935,000 | 363,756 | 2,935,000 | 340,038 |
|---|---|---|---|
| 38,601,451 | 34,083,206 |
|---|---|
| 2,314,012 | 1,031,038 |
|---|---|
| 27,000 | 6,316 | 8,385 | 1,932 |
|---|---|---|---|
| 95,579 | 92,000 | 316,370 | 286,308 |
|---|---|---|---|
| 600 | 16,395 |
|---|---|
| 815,436 | 2,259,888 |
|---|---|
| 100,000 | 13,409 | 100,000 | 13,418 |
|---|---|---|---|
| 800,000 | 964,809 | 800,000 | 920,545 |
|---|---|---|---|
| 110,000 | 9,599 | 110,000 | 9,913 |
|---|---|---|---|
| 4,500,000 | 4,331,504 | 5,500,000 | 4,977,376 |
|---|---|---|---|
| 8,547,685 | 9,516,813 |
|---|---|
Guarantees given relate to deposits and first demand commitments, including as part of the financing granted by banks to subsidiaries.
Since 2018, further to the acquisition of the Westfield Corporation, cross-guarantees have been set up between the companies of the Westfield Group and URW SE.
484
The table below shows allocated stock options not exercised at the period end.
| Plan | Exercise period (1) | Adjusted subscription price (€) (2) | Number of options granted (2)(3) | Number of options cancelled | Number of options exercised | Potential additional number of shares (3) |
|---|---|---|---|---|---|---|
| 2015 plan (n°8) | 2017 from 08/03/2021 to 07/03/2024 | 218.47 | 611,611 | 611,611 | – | 0 |
| 2018 plan (n°9) | 2018 from 06/03/2022 to 05/03/2025 | 184.55 | 649,255 | 317,575 | – | 331,680 |
| 2019 plan (n°10) | 2019 from 20/03/2022 to 19/03/2026 | 140.33 | 771,054 | 334,692 | – | 436,362 |
| 2020 plan (n°11) | 2020 from 22/03/2023 to 21/03/2027 | 89.34 | 912,196 | 663,892 | – | 248,304 |
| 2021 plan (n°12) | 2021 from 19/05/2024 to 18/05/2029 | 67.38 | 978,947 | 556,342 | 59,150 | 363,455 |
| 2022 plan (n°13) | 2022 from 09/03/2025 to 08/03/2030 | 64.73 | 1,254,132 | 276,096 | – | 978,036 |
| 2023 plan (n°14) | 2023 from 13/03/2026 to 13/03/2031 | 57.26 | 844,450 | 59,904 | – | 784,546 |
| 2024 plan (n°15) | 2024 from 07/03/2027 to 08/03/2032 | 67.31 | 521,578 | 5,703 | – | 516,055 |
| Total | 6,543,403 | 2,825,815 | 59,150 | 3,658,438 |
(1) Under assumption that the performance and presence conditions are satisfied. If the first date of the exercise period is non-business day, the exercise period will begin on the next business day. If the end of the exercise period is a non-business day, the exercise period will end on the first preceding business day.
(2) Adjustments take into account distributions taken from reserves. In May 2024, the Company made a distribution taken from reserves, and the subscription price as well as the number of options were adjusted.
(3) All options are subject to performance conditions.
| (1) | Number of performance shares allocated (2) | Number of performance shares cancelled | Number of performance shares acquired | Potential additional number of shares (3) |
|---|---|---|---|---|
| March 2022 | 833,434 | 169,440 | 1,736 | 662,258 |
| March 2023 | 473,333 | 28,879 | 0 | 444,454 |
| March 2024 | 420,027 | 3,735 | 0 | 416,292 |
| Total | 1,726,794 | 202,054 | 1,736 | 1,523,004 |
(1) A minimum vesting period of 3 years without any requirement to hold the shares.
(2) The Adjustments reflect distribution paid from retained earnings. In May 2024, the Company made a distribution out of premium and thus the number of options granted were adjusted.
(3) The acquisition of the shares is subject to performance conditions.
| Starting date of the vesting period | Number of retention shares allocated | Number of retention shares cancelled | Number of retention shares acquired | Potential additional number of shares |
|---|---|---|---|---|
| March 2023 | 134,326 | 16,163 | 418 | 117,745 |
| March 2024 | 101,731 | 1,968 | 0 | 99,763 |
| Total | 236,057 | 18,131 | 418 | 217,508 |
(1) A minimum vesting period of 3 years without any requirement to hold the shares.
(2) The Adjustments reflect distribution paid from retained earnings. In May 2024, the Group made a distribution out of premium and thus the number of options granted were adjusted.
(3) The acquisition of the shares is subject to presence conditions.
On January 6, 2025, the URW Group sold 15% of the shares of the SCI du Forum des Halles de Paris through one of the Company’s direct subsidiaries.
As at December 31, 2024, 4,006,444 administered registered shares are pledged. There are no fully registered shares.
(€ thousands)
| Fixed income | 3,600 | 3,494 |
|---|---|---|
| Short-term incentive | 4,208 | 4,167 |
| Other benefits | (2) 1,274 1,154 | |
| TOTAL | 9,082 | 8,815 |
(1) Corresponds to the remuneration of the 5 MB members paid in 2024 (5 members in proportion to their attendance time).
(2) Supplementary Contribution Scheme, company car and other additional benefits.
In 2024, Management Board members awarded a total of 147,379 stock options, all of which were subject to performance condition, along with 147,379 Performance Shares.
Regarding the 2024 performance achievements, the Management Board Members will receive in 2025 a total Short-Term Incentive (“STI”)
amounting to € 4,137K. The payment will be made after the approval of the Annual General Meeting (“AGM”).
Remuneration accruing to Supervisory Board members represented €1,258,500 for the 2024 fiscal year.
The average headcount during 2024 was 1 person. As at December 31, 2024, the Company had 1 employee.
None.
Financial statements as at December 31, 2024
This is a translation into English of the statutory auditors’ report on the financial statements of the Company issued in French and it is provided solely for the convenience of English-speaking users.
This statutory auditors’ report includes information required by French law, such as information about the appointment of the statutory auditors or verification of the management report and other documents provided to shareholders.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
For the year ended 31 December 2024
To the Annual General Meeting of Unibail-Rodamco-Westfield SE,
In compliance with the engagement entrusted to us by your annual general meeting, we have audited the accompanying consolidated financial statements of Unibail-Rodamco-Westfield SE for the year ended 31 December 2024.
The audit opinion expressed above is consistent with our report to the Audit Committee.
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Statutory Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report.
We conducted our audit engagement in compliance with independence requirements of the French Commercial Code (code de commerce) and the French Code of Ethics (code de déontologie) for statutory auditors, for the period from 1 January 2024 to the date of our report and specifically we did not provide any prohibited non-audit services referred to in Article 5(1) of Regulation (EU) No 537/2014.
In accordance with the requirements of Articles L.821-53 and R.821‐180 of the French Commercial Code (code de commerce) relating to the justification of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period, as well as how we addressed those risks.
These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on specific items of the consolidated financial statements.
Risk identified Our response
The Group directly owns or owns via joint ventures a portfolio of properties, which includes shopping centres, offices and convention & exhibition sites. The fair value of this portfolio, excluding properties held for sale, as at 31 December 2024 is €43,772 Mn in the segment reporting information on a proportionate basis (under which the joint-controlled entities are accounted for on a proportionate basis instead of being accounted for using the equity method under IFRS) of which €36,709 Mn is directly held by consolidated companies and indirectly €7,063 Mn for the Group share by joint ventures. The Group also holds a portfolio of Investment Properties Under Construction (“IPUC”), excluding properties held for sale, carried at cost amounting to €450 Mn. The total value of investment properties, excluding properties held for sale, represents 80% of the Group’s consolidated assets.
In accordance with the notes 4.2.1, 4.5.1 and 5.5 of the consolidated financial statements, the net balance of the valuation movement amounts to €(1,078) Mn in IFRS net income for the 2024 financial year (including €(1,084) Mn relating to investment properties) and to €(1,370) Mn in the consolidated result on a proportionate basis presented in the segment reporting (including €(1,376) Mn relating to investment properties held by consolidated companies and indirectly by joint ventures).
In accordance with note 5.1 of the consolidated financial statements, the fair value of the investment property portfolio of the Group is valued by independent external appraisers as at June 30 and December 31. The valuation of investment properties involves the use of different valuation methods using unobservable parameters in accordance with the requirements of IFRS 13 and IAS 40. Consequently, the valuation is highly dependent on estimates and assumptions and requires significant judgment from the management and external appraisers mandated by the Group.
The valuations account for the property-specific information including current tenancy agreements and rental income, performance indicators, business data, cash flow forecasts, vacancy, future income prospects and market conditions such as indexation, yields and estimated rental value and comparable market transactions, both rental and investment.
Regarding IPUC, the additional factors considered for their evaluation are the estimated delivery date, the projected development costs, and the inclusion of an exit capitalization rate and expected net rents.
The valuation of the investment property portfolio, including IPUC, is thus considered as a key audit matter due to the significance of the balance to the financial statements as a whole, combined with the level of judgment associated while determining the fair value.
The audit team, with the involvement of our real estate valuation specialists, attended meetings with the management and the external appraisers during which the valuations and the key assumptions were discussed and challenged.
We assessed how the appraisers have considered the impact of the current macroeconomic conditions and climate-related matters on valuation of the investment properties.
We analysed, involving our real estate valuation specialists, assumptions such as indexation, yields, estimated rental value and valuation movement of properties across the portfolio on a year-on-year basis. We corroborate these assumptions with our understanding of their local market, external market data, published benchmarks and asset specific considerations.
We verified, on a sample basis, the consistency of rents and capital expenditure used by the external experts for the evaluation of investment properties with lease agreements and budgets established by the management.
For the most significant IPUC, we obtained external valuations prepared by independent external appraisers. We conducted similar procedures to those described above for investment properties at fair value with particular attention to the remaining costs to be incurred until the estimated delivery date. For IPUC at cost, we assessed project-related risks and reviewed the calculation of any impairment recorded for IPUC evaluated at cost, where applicable.
On a sample basis, we reconciled the fair value of the investment property portfolio recognized in the consolidated financial statements with the valuations determined by external appraisers.
Additionally, we considered the appropriateness of the disclosures in the consolidated financial statements in respect of investment properties.
488
| Risk identified | Our response |
|---|---|
| As at 31 December 2024, intangible assets and goodwill in relation to the |
acquisition of Westfield amount, to €672 Mn and €547 Mn, respectively.
Intangible assets with an indefinite useful life relate to the property business of Flagship centres in the United States and in the United-Kingdom and the Westfield trademark.
Intangible assets with an indefinite useful life and goodwill are subject to either annual impairment tests or tests performed when an impairment indicator is identified.
As mentioned in note 5.4 of the notes to the consolidated financial statements, goodwill has been allocated to geographical segments, which qualify as a Group of Cash Generating Units (“CGUs”). Each group of CGUs is the lowest level at which goodwill is monitored for internal management purposes. An impairment loss is recognised whenever the recoverable value of the Group of CGUs to which goodwill has been allocated is less than its carrying amount.
The recoverable value is determined on value in use based on the Discounted Cash Flows derived from the 5 year Business Plan (“5YBP”) approved by the Management Board and the Supervisory Board. The main assumptions related to the value in use of each group of Cash Generating Units are cash flow projections, Compound Annual Growth Rate (“CAGR”) of Net Rental Income, discount rates based on the weighted average cost of capital and long-term growth rates.
Intangible assets with an indefinite useful life are evaluated by independent appraisers using the discounted cash flow (DCF) methodology.
The recoverable amount of intangible assets with an indefinite useful life and goodwill related to the Westfield acquisition is therefore a key audit matter due to the level of judgment required by the management.
The audit team, with the involvement of our valuation specialists, analysed the methodology used for the impairment tests of the intangible assets with an indefinite useful life and the goodwill, and management’s key assumptions. Our audit procedures led us in particular to:
Our response
As at 31 December 2024, the financial debt of Unibail-Rodamco-Westfield stood at €27,560 Mn. It mainly includes bond issues and EMTN (Euro Medium Term Notes) for a principal amount of €22,369 Mn.
As mentioned in notes 7.4 and 7.5 to the consolidated financial statements, the Group uses derivative financial instruments, mainly interest rate swaps, caps and cross-currency swaps, to hedge its exposure to fluctuations in interest rates and/or currency exchange rates. These derivative financial instruments are not documented as hedging relationships and are recognized at fair value through profit or loss, they represent amounts of €251 Mn (assets) and €762 million (liabilities) on the balance sheet.
Value adjustments of derivatives, debts and currency effects amounted to +€64 Mn.
The Group’s gearing, liquidity needs, financial covenants (please refer to note 7.3.5 to the consolidated financial statements) are calculated based on financial debt portfolio.
The accounting for financial debt and related derivatives financial instruments is considered as a key audit matter due to the significance of the balance to the financial statements as a whole and their impact on the calculation of financial covenants.
We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws and regulations of the information pertaining to the Group presented in the management report of the Management Board.
We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
Format of presentation of the consolidated financial statements intended to be included in the annual financial report
17 December 2018. As it relates to consolidated financial statements, our work includes verifying that the tagging of the English translation of these consolidated financial statements complies with the format defined in the above delegated regulation. Based on the work we have performed, we conclude that the presentation of the English translation of the consolidated financial statements intended to be included in the annual financial report complies, in all material respects, with the European single electronic format. We have no responsibility to verify that the English translation of the consolidated financial statements that will ultimately be included by your Company in the annual financial report filed with the AMF (Autorité des marchés financiers) is in agreement with that on which we have performed our work.
We were appointed as statutory auditors of Unibail-Rodamco-Westfield SE by the Annual General Meeting held on 27 April 2011 for Deloitte & Associés and on 11 May 2023 for KPMG S.A. As at 31 December 2024, Deloitte & Associés was in its 20th consecutive year of mandate, including three years since the evolution of the capital structure and governance of the Company in 2021, and KPMG S.A. in its 2nd year of mandate.
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the Company or to cease operations. The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risks management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures. The consolidated financial statements were prepared by the Management Board.
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
decisions of users taken on the basis of these consolidated financial statements.
As specified in Article L.821-55 of the French Commercial Code (code de commerce), our statutory audit does not include assurance on the viability of the Company or the quality of management of the affairs of the Company.
As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgment throughout the audit and furthermore:
We submit a report to the Audit Committee which includes in particular a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding the accounting and financial reporting procedures that we have identified.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the audit of the consolidated financial statements of the current period and which are therefore the key audit matters, that we are required to describe in this report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) N° 537/2014, confirming our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L.821‐27 to L.821‐34 of the French Commercial Code (code de commerce) and in the French Code of Ethics (code de déontologie) for Statutory Auditors. Where appropriate, we discuss with the Audit Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards.
French original signed by
Deloitte & Associés
Emmanuel Gadret Sylvain Durafour
KPMG S.A.
Régis Chemouny
This is a translation into English of the statutory auditors’ report on the financial statements of the Company issued in French and it is provided solely for the convenience of English speaking users.
This statutory auditors’ report includes information required by French law, such as information about the appointment of the statutory auditors or verification of the management report and other documents provided to shareholders.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
For the year ended 31 December 2024
To the Annual General Meeting of Unibail-Rodamco-Westfield SE,
In compliance with the engagement entrusted to us by your annual general meeting, we have audited the accompanying financial statements of Unibail-Rodamco-Westfield SE for the year ended 31 December 2024.
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 31 December 2024 and of the results of its operations for the year then ended in accordance with French accounting principles.
The audit opinion expressed above is consistent with our report to the Audit Committee.
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Statutory Auditors’ Responsibilities for the Audit of the Financial Statements section of our report.
We conducted our audit engagement in compliance with independence requirements of the French Commercial Code (code de commerce) and the French Code of Ethics (code de déontologie) for statutory auditors, for the period from 1 January 2024 to the date of our report, and specifically we did not provide any prohibited non-audit services referred to in Article 5(1) of Regulation (EU) No 537/2014.
were of most significance in our audit of the financial statements of the current period, as well as how we addressed those risks.
These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on specific items of the financial statements.
Risk identified Our response
As at 31 December 2024, Unibail-Rodamco-Westfield SE holds investments in subsidiaries and related receivables, which have a gross value of €25,269 Mn and €9,962 Mn, respectively impaired for an amount of €7,030 Mn and €61 Mn. The net book value of the investments in subsidiaries and related receivables represents 76% of the total assets of the Company.
Investments in subsidiaries are generally companies which own one or several investment properties or holding companies which own such companies.
As described in note 2.3.3 to the financial statements, an impairment is booked when the value in use of an investment in a subsidiary is lower than its acquisition cost plus any technical losses allocated to said investment in this subsidiary.
The value in use of investments in subsidiaries includes the unrealised capital gains on properties or assets held by the subsidiaries, such properties being valued at year-end by independent appraisers. These valuations take into account rentals, the latest real estate market transactions and their net initial yield. The value in use also includes the valuation of the intangible assets owned by the subsidiaries, made by independent appraisers based on the Discounted Cash Flows of their activities.
Consequently, the evaluation of the investments in subsidiaries and related receivables is considered to be a key audit matter due to the judgment required by management to evaluate the assets held by the subsidiaries and the importance of these balances in the financial statements.
We analysed the management’s controls over the process implemented to calculate the value in use of investments in subsidiaries and related receivables. Concerning the unrealised gains on assets held by these investments, we examined the consistency between the fair value of the underlying assets considered and that determined by the external appraisers. Our audit procedures on the fair value of the underlying assets consisted of:
Furthermore, we verified the arithmetic accuracy of the calculation of the value in use of the investments in subsidiaries and related receivables and the correct consideration of ownership percentages and of the net equity values of the subsidiaries. We also verified the appropriate calculation of the impairments on the investments in subsidiaries and related receivables accounted for.
Accounting for financial debt and derivative financial instruments (See notes 1, 2.4.2, 7, 15, 24 and 28.1 to the financial statements)
As at 31 December 2024, Unibail-Rodamco-Westfield SE had financial liabilities of €21,744 Mn as described in note 15 “Borrowings and financial liabilities” to the financial statements.
interest rate swaps, caps and cross-currency swaps, to hedge its exposure to fluctuations in interest and currency exchange rates. This portfolio of derivatives is described in note 28.1 “Financial instruments” to the financial statements.
Note 2.4.2 to the financial statements describes the main accounting policies applied by the Company to account for the derivative financial instruments and specifically details that they are accounted for according to the intention with which the corresponding transactions were carried out.
During the 2024 financial year, Unibail-Rodamco-Westfield SE restructured part of its portfolio of hedging derivative financial instruments as described in Note 1 "Significant Events" of the notes to the annual accounts. Notes 7 and 24 describe the effects on the annual accounts of this restructuring.
The Group’s gearing, liquidity needs and financial covenants (please refer to note 15 to the financial statements) are calculated on the basis of this portfolio of financial debt.
Accounting for financial debt and derivative financial instruments is considered to be a key audit matter due to the significance of the balances in the financial statements and their impact in the calculation of financial covenants provided for in the Group’s contractual obligations.
We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws and regulations.
We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the Management Board’s report, and in the other documents with respect to the financial position and the financial statements provided to the shareholders.
We attest the fair presentation and the consistency with the financial statements of the information relating to payment deadlines mentioned in Article D.441-6 of the French Commercial Code (code de commerce).
We attest that the Supervisory Board’s report on corporate governance sets out the information required by Articles L.225-37-4, L.22-10-10 and L.22-10-9 of the French Commercial Code (code de commerce).
relating to remunerations and benefits received by or awarded to the members of the Management Board and of the Supervisory Board and any other commitments made in their favour, we have verified its consistency with the financial statements, or with the underlying information used to prepare these financial statements and, where applicable, with the information obtained by your Company from controlled enterprises included in the scope of consolidation. Based on these procedures, we attest the accuracy and fair presentation of this information.
With respect to the information relating to items that your Company considered likely to have an impact in the event of a takeover bid or exchange offer, provided pursuant to Article L.22-10-11 of the French Commercial Code (code de commerce), we have agreed this information to the source documents communicated to us. Based on these procedures, we have no observations to make on this information.
Financial statements as at December 31, 2024
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
In accordance with French law, we have verified that the required information concerning the purchase of investments and controlling interests, and the identity of the shareholders and holders of the voting rights has been properly disclosed in the management report.
Format of presentation of the financial statements intended to be included in the annual financial report
We have also verified, in accordance with the professional standard applicable in France relating to the procedures performed by the statutory auditor relating to the annual and consolidated financial statements presented in the European single electronic format, that the presentation of the English translation, approved by the Management Board, of the financial statements intended to be included in the annual financial report mentioned in Article L.451-1-2, I of the French Monetary and Financial Code (code monétaire et financier), prepared under the responsibility of the Chairman of the Management Board, complies with the single electronic format defined in the European Delegated Regulation No. 2019/815 of 17 December 2018.
Based on the work we have performed, we conclude that the presentation of the English translation of the financial statements intended to be included in the annual financial report complies, in all material respects, with the European single electronic format.
We have no responsibility to verify that the English translation of the financial statements that will ultimately be included by your Company in the annual financial report filed with the AMF (Autorité des marchés financiers) is in agreement with that on which we have performed our work.
We were appointed as statutory auditors of Unibail-Rodamco-Westfield SE by the Annual General Meeting held on 27 April 2011 for Deloitte & Associés and on 11 May 2023 for KPMG S.A.
As at 31 December 2024, Deloitte & Associés was in its 20th consecutive year of mandate, including three years since the evolution of the capital structure and governance of the Company in 2021, and KPMG S.A. in its 2nd year of mandate.
Management is responsible for the preparation and fair presentation of the financial statements in accordance with French accounting principles, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures.
The financial statements were prepared by the Management Board.
Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As specified in Article L.821-55 of the French Commercial Code (code de commerce), our statutory audit does not include assurance on the viability of the Company or the quality of management of the affairs of the Company.
As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgment throughout the audit and furthermore:
material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in the financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein.
• Evaluates the overall presentation of the financial statements and assesses whether these statements represent the underlying transactions and events in a manner that achieves fair presentation.
We submit a report to the Audit Committee which includes in particular a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding the accounting and financial reporting procedures that we have identified.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the audit of the financial statements of the current period and which are therefore the key audit matters that we are required to describe in this report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) N° 537/2014, confirming our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L.821-27 to L.821-34 of the French Commercial Code and in the French Code of Ethics (code de déontologie) for statutory auditors. Where appropriate, we discuss with the Audit Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards.
Paris-La Défense, March 20, 2025
The Statutory Auditors
French original signed by
Deloitte & Associés
Emmanuel Gadret
Sylvain Durafour
KPMG S.A.
Régis Chemouny
Financial statements as at December 31, 2024
497
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
This is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.
Annual General Meeting held to approve the financial statements for the year ended 31 December 2024
To the Annual General Meeting of Unibail-Rodamco-Westfield SE,
we may have identified in the performance of our engagement, as well as the reasons justifying why they benefit the Company. We are not required to give our opinion as to whether they are beneficial or appropriate or to ascertain the existence of other agreements. It is your responsibility, in accordance with Article R.225-58 of the French Commercial Code (code de commerce), to assess the relevance of these agreements prior to their approval.
We are also required, where applicable, to inform you in accordance with Article R.225-58 of the French Commercial Code (code de commerce) of the continuation of the implementation, during the year ended 31 December 2024 of the agreements previously approved by the Annual General Meeting.
We performed those procedures which we deemed necessary in compliance with professional guidance issued by the French Institute of Statutory Auditors (Compagnie nationale des commissaires aux comptes) relating to this type of engagement. These procedures consisted in verifying the consistency of the information provided to us with the relevant source documents.
We hereby inform you that we have not been notified of any agreements authorized during the year ended 31 December 2024 to be submitted to the Annual General Meeting for approval in accordance with Article L.225-86 of the French Commercial Code (code de commerce).
Pursuant to article L. 225-90 and L.821-10 of the French Commercial Code (code de commerce) we inform you that the following agreement and commitment has not been previously authorized by your Supervisory Board.
We inform you about the circumstances due to which the authorization procedure was not followed.
Entities Affected:
Unibail-Rodamco-Westfield N.V. (URW N.V.), of which Jean-Marie Tritant and Fabrice Mouchel, members of the Management Board of your Company, are also members of the Supervisory Board of URW N.V.
Nature and purpose:
On 9 July 2024 an amendment to the agreement entitled « Participation Maintenance Subscription Right Agreement » was signed between your Company and its consolidated subsidiary URW N.V., in the framework of an intercompany operation related to the capitalization of intercompany loans between your Company and URW N.V.
This amendment enables your Company to convert the share premium reserve into Class B shares of URW N.V.
Terms:
At the exercise of such conversion, your Company shall subscribe for the Class B shares at the Exercise Price of EUR 0.50 for each Class B share, or for such other price as may be agreed between your Company and URW N.V. The Exercise Price shall not be less than the nominal value of one Class B share.
Reason justifying the interest of the agreement:
shares and thus to secure the amount of the capitalized loans. Due to operational constraints related to the schedule of the global intra-group transaction as well as execution constraints, the formal authorization procedure was not followed. However, at its meetings on 30 April 2024, your Supervisory Board and its Audit Committee were informed of the details of the proposed global intra-group transaction prior to its execution and did not make any specific observations. We inform you that, during its meeting on 24 July 2024, your Supervisory Board decided to retroactively authorize this agreement.
Agreements approved in prior years which remained current during the year We hereby inform you that we have not been advised of any agreement which were already approved by the Shareholders’ Meetings in previous years, and which were applicable during the year.
Paris-La Défense, 20 March 2025
The Statutory Auditors
French original signed by
KPMG S.A.
Régis Chemouny
Associé
Deloitte & Associés
Emmanuel Gadret
Sylvain Durafour
Associé
Associé
Article D. 441 l.-1°: Supplier invoices due and not paid as at Dec. 31, 2024
| 0 days | Between 1 and 30 days | Between 31 and 60 days | Between 61 and 90 days | More than 91 days | Total (1 day and more) |
|---|---|---|---|---|---|
| Number of invoices concerned | 126 | 17 | 11 | 0 | 92 | 129 |
|---|---|---|---|---|---|---|
| Total value of all invoices concerned including VAT (in € thousands) | 3,305 | 589 (5) | 0 | 106 | 691 | |
| Percentage of total amount of purchases including VAT in the year | 1.40% | 0.25% | 0.00% | 0.00% | 0.04% | 0.29% |
| Number of invoices excluded | 0 |
|---|---|
| Total value of all excluded invoices (in € thousands) | 0 |
Payment terms used for the calculation of the late payment
500
| Period of late payment | Number of invoices concerned | Total value of all invoices concerned including VAT (in € thousands) | Percentage of the revenue including VAT in the year |
|---|---|---|---|
| 0 days | 30 | 11,509 | 5.14% |
| Between 1 and 30 days | 88 | 2,234 | 1.00% |
| Between 31 and 60 days | 94 | 389 | 0.17% |
| Between 61 and 90 days | 41 | 497 | 0.22% |
| More than 91 days | 1,456 | 19,087 | 8.52% |
| Total (1 day and more) | 1,679 | 22,207 | 9.92% |
| Number of invoices excluded | Total value of all excluded invoice (in € thousands) |
|---|---|
| 0 | 0 |
Payment terms used for the calculation of the late payment
x – Contractual payment periods – Legal payment period
| Year | 2024 | 2023 | 2022 | 2021 | 2020 | |||
|---|---|---|---|---|---|---|---|---|
| Capital at year-end | ||||||||
| Share capital (in € thousands) | 713,148 | 695,207 | 693,835 | 692,972 | 692,362 | |||
| Number of shares outstanding | 142,629,547 | 139,041,391 | 138,767,088 | 138,594,416 | 138,472,385 | |||
| Number of convertible bonds outstanding | 0 | 0 | 0 | 1,441,462 | 1,798,716 | |||
| Results of operations (in € thousands) | ||||||||
| Net sales | 198,013 | 200,045 | 199,208 | 148,346 | 164,924 | |||
| Income before tax, depreciation, amortisation and provisions | 1,191,287 | 412,542 | 806,707 | (111,387) | 603,363 | |||
| Corporate income tax | 0 | (1) | 8,729 | (525) | (382) | |||
| Net income | 943,172 | (585,411) | 89,994 | 90,645 | (2,691,033) |
0
| Income after tax, before depreciation, amortisation and provisions | 8.35 | 2.96 | 5.81 | (0.81) | 4.35 |
|---|---|---|---|---|---|
| Income after tax, depreciation, amortisation and provisions | 6.61 | (4.21) | 0.65 | 0.65 | (19.43) |
| Per share dividend on income | 0 |
| Number of employees | 1 | 1 | 1 | 1 | 1 |
|---|---|---|---|---|---|
| Total payroll (in € thousands) | 10,360 | 9,777 | 11,271 | 5,684 | 1,204 |
| Total benefits (in € thousands) | 4,474 | 4,149 | 3,775 | 2,970 | 1,493 |
(1) A cash distribution of €3.50 per share by equity repayment will be submitted to the next AGM to be held in 2025 on the basis of 142,629,547 shares as at December 31, 2024.
URW is based on a matrix organisation within 4 regions: Central Europe, Southern Europe, Northern Europe and the US, composed of 11 countries (Austria, Czech Republic, Denmark, France, Germany, The Netherlands, Poland, Sweden, Spain, the UK and the US) under the stewardship of 4 regional Chief Operating Officers (“COO”), and a Corporate Centre organised around 5 main functions, i.e. Developer, Owner, Operator, Resourcer and Financer. The decision-making process is accomplished through committees and collegial decision-making. The segregation of duties within URW is based on the separation between execution and control. URW does not outsource core activities, except for some parts of its IT system.
Investment is one of the major processes at URW as it is one of the first steps in the value-creation process. It starts with deal sourcing (the search for market opportunities), which is based on brokers, off market relationships, and connections with local communities. Once an investment opportunity is identified, it undergoes a strict review and approval procedure with multiple steps through compliance and demanding internal decision-making processes, in alignment with URW’s investment strategy.
Under the supervision of the Chief Strategy and Investment Officer (“CSIO”), the Investment department is responsible for the value creation process and is in charge of evaluating and advising periodically on the basis of the aforementioned information whether the property needs to be disposed of or not.
For divestments, a highly structured process is in place to provide the most complete and accurate information (data room) to maximise the selling price and minimise the guarantees and representations, as well as the potential liabilities.
Under the responsibility of the CSIO, this activity focuses on value creation in URW’s asset portfolio and consists of defining the strategy for each asset (5-year business plan). In line with the contract terms and conditions, the Accounting department invoices and collects the rents and pays expenses related to the management of the building.
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Operating management is organised and managed at the regional level by their respective COO. It mainly focuses on property leasing, implementation/monitoring of the 5-year business plan and property management, including security and technical maintenance (facility management).
as letting areas in URW’s exhibition site portfolio to exhibition organisers, as well as mandatory services (technical installations, electricity, etc.) and ancillary services (parking facilities, WiFi connection, etc.).
All key risks listed in the Enterprise Risk Management (“ERM”) framework have been reviewed and assessed internally on a yearly basis. 11 identified key risks were presented to and reviewed by the Audit Committee (“AC”) and Supervisory Board (“SB”) in 2024 through a bi-annual (half-year and full-year) assessment.
Our ERM framework focuses on:
URW strives to have a Group-wide robust Risk Management Programme, providing reasonable assurance on levels of control. It remains oriented towards ongoing and continuous risk assessment, effectiveness and improvement in controls.
Management of risk measures and follow-up of effective implementation of yearly action plans are core to the Group’s business resilience, and are reviewed and challenged on a recurring basis.
Governance continues to enhance and support the importance of ERM by establishing oversight responsibilities. URW has worked on the alignment and coherence of the risk management governance bodies, considering market best practices, regional and sector benchmarks and market investors’ expectations.
On December 6, 2018, upon the recommendation of the AC, the SB approved the current ERM framework.
| ONGOING | RISK | REVIEW |
|---|---|---|
| CORRECTIVE | ACTIONS TO | IMPROVE |
| CONTROL | VALIDATE | EXISTING |
| CONTROLS | IDENTIFY | AND ASSESS |
| EMERGING | RISKS | REPORTING |
| AND | GOVERNANCE |
The URW ERM framework and 3 lines of defence are organised as follows:
To detect main specific Group risks and design appropriate risk management measures in relation to any unique local considerations, the Group’s ERM framework includes a local US Risk Management Committee.
The responsibilities of this local committee include:
The GRC handles risk monitoring at Group level. It is composed of the following senior executives:
The primary responsibility of the GRC is to oversee and approve the Group-wide risk mapping and key management measures and to assist the MB in:
(*) Group consolidated risk report includes URW NV
(**) GRC consolidates URW NV risk report
Overview of the 3 lines of defence are in line with COSO ERM standards.
To fulfil its responsibilities and duties, the GRC:
The Risk Management department reviewed the Group’s key risks and associated action plans in collaboration with risk owners. A description of the key risks monitored by this internal control system is outlined below. The GRC met twice in 2024. Its main achievements are:
The Group’s internal control system covers all of the Group’s activities and geographies. It is based on a set of principles that aims to provide reasonable assurance that the following internal control objectives are met:
The Group’s internal control system is in line with the general principles of the Internal Control System reference framework by the AMF (Autorité des Marchés Financiers, French Financial Markets Authority) and is based on:
• A committee-based, decision-making process for acquisitions, disposals, refurbishment/construction projects, and leasing; and
• Segregation of duties between execution and control.
The Group’s control environment detailed in the Compliance Book for Governance, Organisation & Corporate Rules describes:
In addition to the Compliance Book, the Group’s control environment comprises:
The internal control system assessment is carried out by the Group Internal Audit department (composed of 6 colleagues located in France and in the US), which conducts regular assignments covering all the Group’s activities pursuant to the annual audit plan approved by the MB and the SB.
The CEO or the AC Chair can also ask the Group Internal Audit department to carry out “flash” assignments to provide a rapid response for urgent (potential) issues and/or the treatment of new risks or problems. Final audit reports are addressed to the MB and to each department involved in the audit. A summary of audit findings is provided to the AC on a quarterly basis.
URW’s Internal Audit Charter sets out the different missions of the Internal Audit function. To ensure its independence, the Internal Audit department reports to the CEO and to the Chair of the AC.
A description of the main risks monitored by this internal control system are set out hereafter.
In accordance with European Regulation No. 2017/1129 of June 14, 2017, on the prospectus to be published in the event of a public offering of securities or with a view to the admission of securities to trading on a regulated market, risk factors presented, hereafter, are limited to specific risks of the Group remaining significant after application of the risk management measures.
Nevertheless, the risk factors discussed in this section are not exhaustive and there may be other risks, either potential unidentified risks or emerging/developing identified risks, or risks not specific enough to the Group and/or of which the occurrence is not considered likely to have a material adverse effect on URW, its operations, financial position and/or results, share price or guidance/outlook as at the date of filing of the Universal Registration Document. In addition, given the geographical scope of URW activities, the potential impact of a same type of risk may differ from one country to another.
Given the ongoing geopolitical and macro-economic conditions, and the potential threat of trade wars and custom barriers, sovereign debt concern and potential recession in Europe, URW continues to monitor and anticipate the evolving impacts to the business, particularly concerning interest rates, inflation, supply chain issues, regulatory and tax changes as well as growing social and political instability in some countries where the Group operates and their effects on consumption, financing, capital markets and investor appetite.
The Group’s risk mapping and assessment process continually factors in potential changes linked to geopolitical and macro-economic conditions which could have a significant effect on the Group’s business operations, its budgetary and earnings forecasts, as well as on its stated strategy.
The Group risk inventory, used for Group risk mapping, is composed of 11 Group-specific risks organised into 5 categories. The risks presented below are rated within each category in descending order of impact to the Group (first ones being the most impactful) and likelihood. This rating is based on:
This rating, and specifically the likelihood, is the result of the Group management assessment performed through the ERM framework described in section 6.1.2 Group Enterprise Risk Management framework of this 2024 Universal Registration Document and depends on the subjective assessments of management.
The risk rating criteria for net impact and net likelihood is regularly reviewed by the GRC and presented to the AC and SB in line with the Group’s evolving risk appetite.
1 2 3 4 5 7 8
| Rating | Net impact | Net likelihood |
|---|---|---|
| High net impact | Likely | Medium net impact |
| Low net impact | Possible | Unlikely |
| Risk factors | Rating after risk management measures |
|---|---|
| Category #1: Business sector and operational risks | |
| Mergers & acquisitions, investment and divestment | 6.2.2.1.1 |
| Change in retail environment | 6.2.2.1.2 |
| Development, design and construction management | 6.2.2.1.3 |
| Information technology systems and data: continuity and integrity | 6.2.2.1.4 |
Part of URW’s core business model is value creation through investment and divestment of assets. The profitability of these transactions depends on the accuracy of initial financial assumptions, market conditions (including available financing and investors’ appetite), tax environment, quality and attractiveness of assets, and legal and regulatory considerations.
Despite the challenging environment in recent years, the quality of URW’s portfolio has enabled a significant volume of successful transactions (€1.6 Bn divested since January, 2024(1)). However, the Group remains cautious of the ever-evolving macro-economic landscape. Even with easing inflation and decreasing interest rates, the current geopolitical climate could affect investor appetite and capital markets, potentially hindering the Group’s ability to deliver its deleveraging ambition. Achieving satisfactory pricing terms is necessary to prevent a potential negative impact on asset valuations, which could put pressure on the Group’s financial covenants and credit ratings. For indicative sensitivity regarding the evolution of URW’s shopping centre asset values, please refer to Chapter 4, section 4.1.4.
The execution of the Group’s investment/divestment strategy may be subject to the satisfaction or waiver of JV partners approval and obtaining merger control approval. There is no certainty that these conditions will be satisfied or waived in the necessary timeframe and therefore disposal may be delayed or not complete.
(1) Contribution to the proportionate net debt reduction of disposals completed or secured.
Failure to execute acquisition/divestment targets in line with market communication.
Group decision-making process closely involves the MB and SB for major projects based on internal rules and corporate charters;
For further information related to investments/divestments, please refer to section 4.1.2 Investments/Divestments of this 2024 Universal Registration Document.
As a global developer and operator of commercial assets, any mid‐ to long-term deterioration in economic conditions with implications for the leasing market and/or investments may have a significant impact on the level of the Group’s activities, the value of its assets, its results, and its investment and development strategy. The risk of non-alignment of assets with consumer preferences, their catchment areas and retailer business models may affect the Group’s ability to achieve the level of rental income and other lines of income with negative impact on the operational performance and asset valuations.
theiconic Westfield brand in the most dynamic cities in Europe and in the US) presented in 2 continents and in 11 countries. Considering its real estate profile and exposure, the Group’s results of operations and/or its core business strategy could be adversely affected by its inability to continue to lease space in its assets on economically favourable terms, to adapt its offer and customer experience to new trends and expectations, or to develop and implement new business models, or by tenant default.
The pandemic effect has accelerated many retail sector evolutionary trends over the last 3-4 years, particularly the continued rise in e-commerce. Despite this growth, e-commerce has not translated into the demise of brick-and-mortar retail. This shift has accelerated the need for "destination" malls, evolving into hybrid and multi-purpose spaces, offering retail, food, leisure, events, etc., with innovative strategies and digital transition towards technologies that make physical shopping more engaging and enjoyable. Not responding to such changes in consumer trends can have a negative impact on footfall, sales and leasing activity.
The acceleration of sustainable consumption and energy sobriety are key drivers of global consumption and has led to increased consumer expectations. This presents both challenges and opportunities for the Group’s operations and offerings. Failure of URW and its tenants to appropriately and effectively adapt their strategies and initiatives could have a negative reputational impact with the potential to affect sales and profitability.
The value of the Group’s real estate assets (calculated using the fair value method) is sensitive to variations in the appraisers’ principal assumptions (yield, rental value, occupancy rates) and is, therefore, subject to material variations that may impact the Group. The rental income of some Group assets may depend on flagship stores/department stores and could suffer a material adverse impact if 1 or more of these tenants were to terminate their leases, fall into bankruptcy or an equivalent scheme triggering financial impacts, or fail to renew their leases, and/or consider their locations lack attractiveness; and/or in the event of consolidation between these retail sector companies.
In a never more complex economic environment, the Group’s ability to achieve leasing targets at the expected level of rent, and then collect rents, depends on the solvency of its tenants. Financial pressures and rising occupancy costs can limit tenant investments crucial for enhancing their offer, evolving with customer trends and remaining competitive which otherwise can lead to a rise in "tenants at risk" and bankruptcies and impact vacancy rates.
URW conducts development, design and construction activities in the office, shopping centre, hotel, residential and convention & exhibition property segments. This strategy involves significant investment of financial capital, human resources and senior leadership time and attention. While it represents an opportunity in terms of capturing market share in the relevant markets and of creating a flagship and mixed-use model to distinguish URW from the competition, such a pipeline implies a number of risks that can significantly impact the project’s expected financial returns. These risks include underperforming leasing or project cost-overruns, complying with time-schedules, securing timely administrative authorisations and timing of market conditions to support not only mall development but also mixed-use projects.
The Group continues to develop its joint venture and "asset-right" strategy, joining with strategic capital partners prior to launching these projects, to reduce the capital allocation on the balance sheet of the Group, while leveraging on existing projects and generating development and management fees. Whilst this reduces the Group’s risk exposure on the balance sheet, it can increase the risk of securing project approval and other timely approvals required from joint venture partners and co-owners.
In addition, with the Group’s sustainability ambitions core to the business, there is heavy focus on regeneration of centres, refitting, recycling, biodiversity, etc., and delivering the targets set in the “Better Places” sustainability roadmap announced in October 2023. The project teams are well-positioned to anticipate and manage the evolving sustainability risks relating to new building regulations, environmental regulations, investor/occupier expectations, and green financing.
reduction in risk exposure for the Group. In addition, the tighter controls and rigour that continue to be implemented from the recent audit will serve to strengthen the development processes for future project.
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internal (human error, insider threat) origins. Regarding cyber threat, as a market trend, the risk is continuously increasing, which may result in an increase of URW’s exposure to risks such as leakage of the Group’s confidential data, leakage of personal data, cybersecurity incidents (phishing, fraud) and ransomware attacks. In the event of such risk occurring within URW, these would lead to a partial or complete unavailability leading to process and activities disorganisation, and/or regulatory impacts (market regulations, personal data protection). However, a major cyber event should not impact the operation of shopping centres. that will remain open, nor the Net Rental Income, and consequently may not have a material impact on the Group.
Incapacity to guarantee the integrity of data and reports generated by IT systems.
Strong governance involving IT, Risk Management, Legal, Internal Audit, business stakeholders and management to review IT activities and investment, including a dedicated committee to also monitor cyber risks on daily operations;
Access to capital and financial market disruption URW, as a REIT, faces ongoing refinancing needs due to its business model and financial indebtedness increase following the 2018 Westfield transaction (€25,336 Mn (1) as at December 31, 2024). These needs encompass maturing debt financing, investment financing, capital expenditure ("CAPEX") funding (e.g. development pipeline, enhancement projects) and other operational financing requirements. As such, URW is exposed to risks related to fund availability, credit market volatility, interest rate and foreign exchange ("FX") fluctuations, and counterparty risk. These factors could restrict access to necessary funding and adversely affect the Group’s operations and financial results.
Recent easing of inflation and interest rates, in particular in Europe, has slightly improved investor sentiment and reduced funding costs, alleviating some pressure on URW’s access to capital. However, the Group’s financial ratios evolution and in particular the impact of asset disposals and valuation changes on URW’s credit rating must be closely monitored, as a downgrade could negatively influence access to funding and cost of debt.
monitor and adapt to evolving taxonomy requirements and environmental, social and governance ("ESG") rating criteria, recognising these as emerging risks that may affect its access to liquidity.
For information on liquidity position, financial ratios and interest rate exposure, please refer to section 4.1.5.
(1) On an IFRS basis.
Notably, the Group is exposed to:
In addition:
• Limited access to funds in case of unfavourable capital markets or URW credit deterioration.
The Group's strategy relies on its ability to secure financial resources through debt (bank loans, bonds, credit lines, commercial paper) or equity capital to meet operational and investment needs. Several factors could hinder this ability, including:
• In line with the Group Treasury Policy, close monitoring of the Group’s liquidity, FX and hedging risks as well as its debt covenants.
• The Treasury department regularly provides the ALM Committee with comprehensive reports on the Group’s liquidity projections, hedging position, cash position and availability under the Group’s committed credit lines, as well as key financial indicators;
• €13.9 Bn of liquidity(1) as at December 2024 including €8.6 Bn of undrawn credit facilities(2) and €5.3 Bn of cash on hand;
• 2 solicited ratings in place as at December 2024: Standard & Poor’s rating standing at BBB+ with stable outlook and Moody’s rating standing at Baa2 with stable outlook;
• The Group maintains regular dialogue with these rating agencies with a proactive monitoring of credit metrics;
• Strong and disciplined control of CAPEX spending in line with the Group’s deleveraging plan announced in 2021;
• Active reduction of non-staff expense and deferring of non-essential CAPEX; and
• Diversification of funding sources and counterparties.
(1) On an IFRS basis.
(2) Subject to covenants.
Those risks could also negatively affect:
The Group’s ability to meet its commitments in respect of those securities and, more generally, its commitments with respect to debt.
Regular market monitoring and sensitivity analysis to assess liquidity, rates and FX risks;
as at December 2024 including €8.6 Bn of undrawn credit facilities (2) and €5.3 Bn of cash on hand; and
For further information related to financial markets, please refer to section 4.1.5 Financial Resources of this 2024 Universal Registration Document.
As an international Group, URW is subject to various taxes in the countries in which it operates. URW’s aim is to be in full compliance with all tax obligations worldwide in respect of all processes and transactions it undertakes. Considering its core business and activities, as a real estate company, URW benefits from special status as a REIT regime for real estate investors in 5 countries in which it operates (France, The Netherlands, Spain, the UK and the US). While a REIT regime leads to a lower tax rate at the level of the REIT, as a result a REIT is obliged to distribute most of its income, which is subsequently taxable for shareholders. To the extent that URW opts to make use of such regimes, it is obliged to meet local requirements, which differ per country. Moreover, further to the Westfield transaction, the expanded tax structuring complexity combined with the stapling principle now in place between URW SE and URW NV raise potential risks of failure to comply with tax requirements and/or to face challenges from/litigation with 1 or several local tax authorities.
Any failure to comply with the material tax requirements imposed by the local REIT regimes or any material change or loss of a local REIT regime could have a significant adverse effect on the Group, its results or financial position. Although REIT opponents are of the belief that shifting the tax obligation from shareholders to the companies holding the real estate would increase tax revenues, URW’s view is that it may well lead to lower tax revenues as it would shift a certain current tax on obligatory dividends to a less certain tax revenue at corporation level. A potential risk of the repeal of a REIT regime is assessed as more prominent in some European countries, whereas REIT structures are viewed more favourably in the US where the focus is on proper income classification.
The current economic uncertainty and possible government budget shortfalls could lead to renewed challenges of REIT regimes in countries where the Group operates and potential increases in taxes generally.
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
• Reviews of tax calculation accuracy through consistency tests and checks both internally at the Group level and through external advisory firms;
• Reviews of tax prerequisites/risks for deals to go to the Investment/Divestment Committee with a formal sign-off process detailed in the Compliance Book; and
• Tax employees are in continuous dialogue with, and provide training to, local colleagues to monitor and review the characteristics of ongoing operations and transactions to ensure that the REIT income thresholds are adhered to.
Considering the size of its tangible assets portfolio, URW places sustainability risks at the heart of its strategy with an integrated commitment to make sustainability a core part of the URW business.
As a developer and operator of retail assets, URW has identified a broad range of sustainability risks and opportunities which are related to many departments and activities within the business such as energy efficiency/transition, asset resilience to climate change, evolving taxonomy and environmental regulations, supply chain due diligence, green financing and societal risks – all of which are integrated into the Group’s ERM framework.
Sustainability risks are long-term risks, leading to direct or indirect impacts on URW:
Managing these risks allows the Group to:
Please note: As sustainability is embedded in URW’s core business, other sustainability risks cut through the majority of Group risks and are mentioned throughout this chapter.
For information on the related sustainability policies, action plans and objectives, please refer to section 3.2 Sustainability Statement.
For more details on natural disasters, please refer to section 6.2.2.4. Security, health and safety risks, and section 6.3 Transferring risk to insurers.
Fossil fuel dependency (lack of accessibility, increased costs, taxonomy eligibility, impact on asset value or project budgets).
- - Development of on-site renewable energy production capacity and power purchase agreements for off-site production of renewable energy;
- Energy efficiency targets and energy management action plans in all standing assets;
- Using “Green leases” as an instrument to support energy efficiency and use of green electricity for tenants;
- Mobility Action Plans in place in shopping centres owned and managed by URW including measures to develop accessibility by soft mobility modes, electric vehicles and public transport;
- Ongoing monitoring of carbon-related regulations.
Non-resilience of assets to climate change (from physical phenomena) and impact on new developments.
- - Formalisation of the Group framework for risk adaptation detailing how physical climate-related risks are mitigated through the Company, incorporating expectations from EU Taxonomy and EU CSRD;
- Asset visits by external risk consultants to assets with identified risks resulting in a resilience action plan for each asset;
- Creation of a "toolbox" of climate adaptation measures for all assets to identify action plans where relevant (first implementation of those measures started in 2024);
- Compliance with regulatory requirements in each region regarding flooding risks, water management, and drainage systems for exceptionally heavy rainfall;
- Due diligence process for acquisitions and new development projects covers current level of exposure to weather events/climate;
- Group forward-looking climate change risk assessment covering all standing assets and the development pipeline, in line with Task Force on Climate-related Financial Disclosures recommendations, covering both transitional and physical risks;
- Environmental certification policy for all assets in both development and operation phases: BREEAM, or LEED and BREEAM In-Use certification schemes covering, among others, physical resilience and energy aspects;
- Adequate insurance cover for natural disasters for assets in Europe (with limitations for The Netherlands and Germany) and the US.
Increased environmental regulation impacting standing assets (building energy efficiency) and development projects (development constraints).
- - High-level follow-up of upcoming regulations through industry representative organisations. For regulations likely to have a major impact and where URW has an ability to influence, contribute to interactions with regulator to ensure adaptation to the sector.
plans to achieve an overall biodiversity net gain;
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Non-compliance of evolving non-financial reporting requirements, including EU Taxonomy.
- - Monitoring of regulatory updates with dedicated gap analyses to anticipate requirements set forth in new regulations;
- Participation in key working groups of industry bodies (EPRA, FEI (Fédération des Entreprises Immobilières, the French listed property federation), OID (Observatoire de l’Immobilier Durable, French Global Alliance for Buildings and Construction)) as well as institutions, such as AFEP (Association française des entreprises privées, French Association of Private Businesses), which contributes to the political engagement with regulators and legislators;
- A robust set of processes as part of the annual reporting campaign coordinated by the Sustainability team;
- Frequent engagement of external experts and auditors to raise questions and receive feedback on identified areas of improvement.
Negative perception from stakeholders linked with poor sustainability performance and controversies (excessive energy consumption, inappropriate/excessive water consumption, irresponsible tenants, etc.).
Turnover can lead to lower productivity and reduced morale, loss of Company knowledge, damaged brand reputation, increased recruitment costs and a strain on the HR department. Despite the competitive market conditions, there is a strong level of control on resignations and retention of key talent. The Group is adapting the level of resources to the reprioritisation of projects and processes simplification whilst leveraging as much as possible the natural turnover and restructuring opportunities.
| Main risk factors | Main risk management measures |
|---|---|
| • Failure to recruit appropriate talent to maintain strategic capabilities; | • Developing and supporting URW’s “employer brand” in particular, with an increased presence on social media; |
| • Failure to retain key employees; | • Implementation of a “Levelling” system to better support career evolution, and ensure fair compensation for every role; |
| • Failure to set up and secure a formal succession plan. | • Enhanced long-term incentive programme to increase retention and attractiveness; |
| • Maintaining its highly successful graduate programme; | |
| • Monitoring continued attractiveness of compensation and benefits packages; | |
| • Partnering with the best head-hunting firms to regularly map the best external talent; | |
| • Developing a strong co-optation programme; | |
| • Engagement surveys to design and implement relevant action plans to make URW a great place to work; | |
| • Designing and implementing ambitious people-oriented policies on well-being, diversity and inclusion, and a sustainable work environment; | |
| • Providing permanent learning and development opportunities (e.g. international mobility, cross-functional mobility); | |
| • Global talent review process in place including systematic 360° feedback for all employees, using the same framework and same tools across the Group; | |
| • Extensive Global Succession Planning process in place, to identify potential successors for all positions reporting to a MB member, all positions reporting to a COO, all heads of key functions, and other selected key positions. |
Terrorism and major security incident
safety concerns on a global basis. The global brand and the iconic status of some assets, as well as the Group’s footprint in more exposed countries, increase the level of threats on the Group assets. Should a serious security, safety or terrorism event occur resulting in casualties or property damage, URW could experience a negative impact on operations, financial results, and brand and reputation. By their nature, and despite the measures put in place by the Group independently, and in close cooperation with law enforcement in all countries, the Group property assets are potentially exposed to acts of terrorism and potential active shooter situations, which may have serious consequences. In addition, the current geopolitical climate and cost of living crisis could give rise to local societal risks such as increased violent crime, protests, riots, environmental activism or industrial action at URW assets, causing a potential reduction in footfall and impacts on operations.
Failure to develop and implement an effective Group Crisis Management framework.
Dedicated Group organisation for security and crisis management (Group Security and Crisis Management Committee);
As a real estate owner, URW has responsibility for ensuring the safety and well-being of customers, retailers and employees. This means maintaining proper building and equipment maintenance protocols to minimise the risk of injury or illness, protect the environment and mitigate the impact of unexpected events on the assets and on business continuity.
Each country where URW operates has a specific set of health and safety laws, and regulations. Developing and implementing an effective compliance framework, monitoring and complying with new or evolving health, safety and environment (“HSE”) laws and regulations, and ensuring compliance with Group HSE policies is of critical importance in managing this risk.
due to mandatory evacuations, imposed curfews, restricted access and poor air quality.
URW secures key insurance coverage for these risks, but the Group still carries some significant risk exposure for major events such as an earthquake in California that could exceed cover limits.
URW operates in highly regulated and litigious countries. Moreover, operations are also required to comply with a myriad of laws and regulations related to the URW Group activities in areas such as leasing asset and property management, and construction. These laws and regulations include, but are not limited to, personal data privacy, licensing and permits, health and safety, sustainability, anti-bribery and corruption, money laundering, financial and securities markets. As such, the risk of failing to detect, anticipate, challenge, implement and comply with applicable laws and regulations may result in legal/regulatory breach, regulatory investigation, negative reputational impact and/or liabilities resulting in fines and penalties, damages, the loss of licences, and/or any potential legal action, including class actions.
Group in-house lawyers are specialists in jurisdictions in which the Group operates and set the network of external counsel and experts as required.
Inability to detect and anticipate new regulations (including changes or evolutions) with (potential) impact on retail sector and/or the Group.
Interaction with other stakeholders, public authorities and professional organisations.
Failure to prevent or mitigate material negative impact of any regulatory investigations and/or litigation: in the normal course of URW’s business activities, the Group could be subject to legal, administrative, arbitral and/or regulatory proceedings.
effectiveness review on a recurring basis; and
Peddling risks; Local Compliance Correspondents support the coordination of the ACP and manage processes and procedures in each region;
The Group is covered by insurance programmes, which are underwritten by leading insurance companies located in various markets (Europe, the US and the UK notably). These programmes are actively monitored by the Group Insurance department in liaison with local teams and insurance brokers.
Under the property damage and terrorism programmes, the Group’s property assets are for most of them insured, for their reconstruction value as well as for business interruptions and loss of rent subject to limitations of coverage with respect to natural catastrophe risks due to limited insurance market capacities (for more details, refer to the table below). All assets are regularly assessed by internal or external property insurance valuers.
In accordance with insurance market practices, the property damage insurance programme requires material damages to trigger a coverage of financial loss or business interruption.
Under the insurance programme, French, Spanish and UK assets are insured against terrorism risks according to national insurance mechanisms (Gareat in France, Consorcio de Compensación de Seguros in Spain and Pool Re in the UK). Assets located in other countries are insured against terrorism under a dedicated programme that includes a limit per claim based on the asset that has the highest insured value with respect to rebuilding cost and loss of rent.
The Group has also taken out general liability insurance policies that cover financial damages resulting from third-party claims.
(1) Except for Viparis, which implemented a tailored ACP in compliance with the Sapin II Law provisions.
Property damage and loss of rent/business interruption and terrorism.
Coverage: “all-risks” basis (subject to named exclusions) and terrorism.
Basis of compensation:
Limits of compensation:
In the US in particular, the combination of the concentration of many assets in the same area with a high exposure to natural catastrophe risks and the limited capacity available from insurers to cover these risks exposes URW SE and its controlled subsidiaries to retain a significant share of these risks as uninsured.
General civil liability.
Coverage: “all-risks” basis (subject to named exclusions) for damage caused to third parties. The programme includes sub-limits, for example to cover liability claims following a terrorist attack.
Main construction projects and renovation works on properties are covered by contractors’ “all-risks” policies for their total construction cost. Defects affecting the works are covered by decennial liability insurance in France, Inherent Defects Insurance for most large construction or extension projects in Continental Europe, or by contractors’ warranties in the US and in the UK.
The 2024 premium amounted to €48.6 Mn (1) excluding construction insurance premiums. Most of these premiums were invoiced to third parties (e.g. co-owners and tenants).
The Group did not incur any major uninsured losses in 2024 on standing assets.
At the end of 2024, the Group’s insurance programme was successfully renegotiated covering the Group portfolio with placement in the European, UK and US insurance markets mainly with effect from January 1, 2025.
(1) Only for insurances directly managed by URW, excluding premiums reinvoiced from third parties.
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The corporate name of the Company is Unibail-Rodamco-Westfield SE and its acronym is “URW SE”. The Company was incorporated on July 23, 1968, for a period of 99 years, i.e. up to July 22, 2067. Its registered office is at 7, place du Chancelier Adenauer, 75016 Paris (France) and it is registered in the Paris trade and companies register under number 682 024 096. Its Legal Entity Identifier ("LEI") is 969500SHQITWXSIS7N89. Its financial year runs from January 1 to December 31. Information about the Company is available on its website: www.urw.com. The content of the website is not an integral part of this Universal Registration Document, of any prospectuses or of any documents which refer to it unless certain information has been expressly included for reference purposes.
Originally constituted as a public limited company with a Board of Directors, the Company was converted on May 21, 2007, into a public limited company with a Management Board ("MB") and Supervisory Board ("SB"), then, on May 14, 2009, into a European company with a MB and SB pursuant to the provisions of European Council Regulation no. 2157/2001/EC of October 8, 2001, applicable to European companies and by the laws and regulations in force in France.
As at December 31, 2024, the Company’s share capital is €713,147,735, divided into 142,629,547 fully paid-up ordinary shares on a par value of €5 each. Company shares may be registered or bearer shares at the shareholder’s discretion, subject to the requirements set out in Article 9 of the Articles of Association.
In June 2018, the shares of the Company were stapled with the class A shares of Unibail-Rodamco-Westfield N.V. (hereinafter together, the “Stapled Shares”), a public limited liability company (“naamloze vennootschap”) incorporated under the laws of The Netherlands, with its registered office located in Amsterdam and registered with the Dutch commercial register under number 70898618.
For more information about the Stapled Shares, please refer to Article 6 of the Articles of Association of the Company or Section 7.6.2.
The term “CDI” designates Australian CHESS (Clearing House Electronic Subregister System) depositary interests that represent beneficial ownership in Stapled Shares registered in the name of or on behalf of CDN (CHESS Depositary Nominees Pty Limited, a subsidiary of the Australian Securities Exchange). CDI are admitted for trading on the Australian regulated market ("ASX").
20 CDI collectively represent a beneficial interest in 1 Stapled Share. CDN enables holders of CDI to exercise (1) the voting rights attached to the Stapled Shares. The CDI can be converted into Stapled Shares at any time, and inversely. As at December 31, 2024, 105,787,440 CDIs (corresponding to 5,289,372 Stapled Shares) were outstanding, representing 3.71% of share capital.
Securities granting access to the capital of the Company are described below.
The long-term remuneration plan of the Company combines 2 remuneration elements in Stapled Shares: the majority are granted as Performance Shares ("PS"), while a small portion are Retention Shares ("RS") and Performance Stock Options ("SO"). This is intended to strengthen the engagement of beneficiaries in their contribution to the Group’s performance (see Section 2.3.4).
As at December 31, 2024, the number of potential Stapled Shares to be theoretically issued after taking into account cancellations (assuming the required performance and presence conditions are attained and excluding any cancellations that may occur during the course of the plan) represents 1.03% of the fully diluted share capital with regard to the PS, 0.15% of the fully diluted share capital with regard to the RS and 2.47% of the fully diluted share capital with regard to the SO.
None.
(1) Holders of CDI can either (i) ask CDN to vote in a given way, or (ii) request that CDN grant the holder with power to vote at the General Meeting.
Since January 1, 2020, the Company’s share capital has changed as follows:
| Date | Movements in the share capital | Number of shares issued | Number of shares | Total share capital | Premium resulting from transaction |
|---|---|---|---|---|---|
| 2020 | 31/03/2020 Creation of PS (LTI Plan 2017) | 14,235 | 138,392,840 | €691,964,200 | €0.00 |
| 04/06/2020 Creation of PS (LTI Plan 2016) | 10,395 | 138,403,385 | €692,016,175 | €0.00 | |
| 04/06/2020 Increase of share capital reserved for employees | 69,150 | 138,472,385 | €692,361,925 | €2,503,435.89 | |
| 2021 | 31/03/2021 Creation of PS (LTI Plans 2017-2018) | 23,990 | 138,496,375 | €692,481,875 | €0.00 |
| 24/06/2021 Creation of PS (LTI SI Plan 2018) | 23,986 | 138,520,361 | €692,601,805 | €0.00 | |
| 24/06/2021 Increase of share capital reserved for employees | 74,055 | 138,594,416 | €692,972,080 | €3,191,029.95 | |
| 2022 | 07/03/2022 Creation of PS (LTI Plan 2018) | 9,410 | 138,603,826 | €693,019,130 | €0.00 |
| 21/03/2022 Creation of PS (LTI Plan 2019) | 50,092 | 138,653,918 | €693,269,590 | €0.00 | |
| 29/04/2022 Increase of share capital reserved for employees | 105,741 | 138,759,659 | €693,798,295 | €4,041,421.02 | |
| 25/05/2022 Creation of PS (LTI SI Plan 2019) | 7,429 | 138,767,088 | €693,835,440 | €0.00 | |
| 2023 | 22/03/2023 Creation of PS (LTI Plan 2020) | 143,311 | 138,910,399 | €694,551,995 | €0.00 |
| 22/03/2023 Creation of PS (LTI Plan 2021) | 1,698 | 138,912,097 | €694,560,485 | €0.00 | |
| 04/05/2023 Increase of share capital reserved for employees | 128,408 | 139,040,505 | €695,202,525 | €4,467,314.32 | |
| 13/09/2023 Creation of PS (LTI SI Plan 2022-2023) | 886 | 139,041,391 | €695,206,955 | €0.00 | |
| 2024 | 30/04/2024 Increase of share capital reserved for employees | 108,496 | 139,149,887 | €695,749,435 | €4,682,687.36 |
| 20/05/2024 Creation of PS (LTI Plan 2021) | 166,510 | 139,316,397 | €696,581,985 | €0.00 | |
| 31/05/2024 Exercise of SO (SO Plan 2021) | 39,758 | 139,356,155 | €696,780,775 | €2,480,104.04 | |
| 30/06/2024 Exercise of SO (SO Plan 2021) | 7,949 | 139,364,104 | €696,820,520 | €495,858.62 | |
| 31/10/2024 Exercises of SO (SO Plan 2021) | 7,324 | 139,371,428 | €696,857,140 | €456,871.12 | |
| 04/12/2024 Increase of share capital by issuance of new shares | 3,254,000 | 142,625,428 | €713,127,140 | €362,434,482.00 | |
| 31/12/2024 Exercise of SO (SO Plan 2021) | 4,119 | 142,629,547 | €713,147,735 | €256,943.22 |
Information on the Company, shareholding and the share capital
527
The Combined General Meeting of April 30, 2024, (twenty-fourth resolution), pursuant to Articles L. 22-10-62 and seq. of the French Commercial Code and in compliance with Regulation no. 596/2014 of the European Parliament and of the European Council of April 16, 2014, on market abuse, authorised the Management Board, for a period of 18 months, to buy back Company shares up to the legal limit of 10% of the total number of outstanding shares adjusted for any change in the share capital during the authorisation period, with the aim of:
The maximum share buy-back purchase price is fixed at €110 per Stapled Share, excluding costs, based on a par value of €5 per share. The total cost of the share buy-back programme cannot exceed €1.5 Bn. This authorisation cannot be used by the Management Board during the period of a public offer.
During the 2024 financial year, the Company did not proceed with the acquisition of [its own] shares.
As at December 31, 2024, no treasury share is held by the Company.
Voting right is attached to each share in accordance with the “one share, one vote” principle.
The following table shows, to the best of the Company’s knowledge, the variations in the distribution of share capital and voting rights during the last 3 financial years:
| Shareholder | Year-end 2022 | Year-end 2023 | Year-end 2024 |
|---|---|---|---|
| Number of shares | 20,286,422 | 20,286,422 | 21,666,482 |
| % of share capital | 14.62 | 14.59 | 15.19 |
| % of voting rights | 14.62 | 14.59 | 15.19 |
| Companies controlled by the Niel Family Group * | (Rock Investment and NJJ Holding) | (1)(2) | |
| Executive officers | 212,311 | 127,011 | 169,053 |
| % of share capital | 0.15 | 0.09 | 0.12 |
| % of voting rights | 0.15 | 0.09 | 0.12 |
| Company Savings Plan | 518,907 | 598,985 | 699,190 |
| % of share capital | 0.37 | 0.43 | 0.49 |
| % of voting rights | 0.37 | 0.43 | 0.49 |
| Other shareholders | 117,749,448 | 118,028,973 | 120,094,822 |
| % of share capital | 84.85 | 84.89 | 84.21 |
| % of voting rights | 84.85 | 84.89 | 84.21 |
| Total | 138,767,088 | 139,041,391 | 142,629,547 |
| % of share capital | 100.00 | 100.00 | 100.00 |
| % of voting rights | 100.00 | 100.00 | 100.00 |
Figures may not add up due to rounding.
*The Niel Family Group comprises of Mr Xavier Niel and his children, and it holds 100% of NJJ Holding, which in turn controls Rock Investment. Rock Investment is controlled by NJJ Holding, which itself was solely controlled by Mr Xavier Niel until October 10, 2024 (see Section 7.4.3).
(1) The number of shares held by the Niel Family Group does not take into account shares held by assimilation as disclosed in the declarations of share ownership thresholds.
(2) See also Section 7.4.3
(3) Executive officers endorse the 5 members of the MB. The amount does not take into account the units in the Company Savings Plan held by them.
(4) Including units in the Company Savings Plan held by the MB members.
Legal threshold disclosures notified prior to January 1, 2024, can be viewed on the French Financial Markets Authority (Autorité des Marchés Financiers, “AMF”) website, and threshold disclosures notified to the Company are available at the registered office of the Company.
In addition to the thresholds provided by Article 9 bis of the Articles of Association of the Company, i.e. a number of shares or voting rights representing 2% or more (or any further multiple thereof) of the total number of shares or voting rights of the Company, respectively (see Section 7.6.8), and in accordance with Article L. 233-7 of the French Commercial Code, any individual or entity acting on his, or its, own or in concert who comes to acquire a percentage of the share capital or voting rights of the share capital of the Company which is equal to or greater than 5%, 10%, 15%, 20%, 25%, 30%, 33.3%, 50%, 66.6%, 90% or 95% is required to notify the Company and the AMF at the latest before the closing of the fourth trading day following the crossing of such threshold, of the total number of shares or voting rights he, or it, holds.
Notification must also be given, within the same timeframe, when the number of shares or voting rights falls below one of these thresholds. Failing this, the voting rights attached to all shares exceeding the threshold that have not been disclosed are suspended in the shareholders’ meetings until such time as the situation has been regularised and for a period of 2 years after the date of due notification. Under the same conditions, the voting rights attached to such shares exceeding the threshold that ought to have been declared may not be exercised or transferred by the defaulting shareholder (Article L. 233-14 Paragraphs 1 and 2 of the French Commercial Code).
A standard notification form notifying the crossing of legal thresholds is available on the AMF website.
As at February 28, 2025, based on the legal and statutory threshold crossings disclosed to the Company and/or the AMF by the shareholders, the positions received since January 1, 2024, are the following:
| Shareholder | Date of crossing | Date of notification | Crossing | Number of shares | % of share capital (1) | Number of voting rights | % of voting rights (1) |
|---|---|---|---|---|---|---|---|
| Resolution Capital Limited | 29/01/2024 | 31/01/2024 | Increase | 2,970,237 | 2.00 | 2,970,237 | 2.00 |
| Amundi | 19/02/2024 | 19/02/2024 | Increase | 2,793,928 | 2.00 | 2,793,928 | 2.00 |
| Citigroup Inc. | 08/03/2024 | 11/03/2024 | Decrease | 756,004 | 0.54 | 756,004 | 0.54 |
| 08/04/2024 | 08/04/2024 | Decrease | 2,740,258 | 1.97 | 2,740,258 | 1.97 | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Rock Investment | 22/04/2024 | 24/04/2024 | Increase | 29,070,300 | (2) | 20.91 | 29,070,300 | (2) | 20.91 | |
| Amundi | 22/05/2024 | 22/05/2024 | Increase | 2,831,704 | 2.03 | 2,831,704 | 2.03 | |||
| Société Générale | 27/08/2024 | 02/09/2024 | Increase | 19,089,798 | (3) | 13.70 | 19,089,798 | 13.70 | ||
| Société Générale | 02/09/2024 | 03/09/2024 | Decrease | 14,297,595 | (4) | 10.26 | 14,297,595 | 10.26 | ||
| Xavier Niel through Rock Investment | (5) | 10/10/2024 | 16/10/2024 | Decrease | 0 | 0 | 0 | 0 | ||
| Niel Family Group through Rock Investment | (5) | 10/10/2024 | 16/10/2024 | Increase | 21,666,482 | (6) | 15.55 | 21,666,482 | (6) | 15.55 |
| CPPIBE | 09/12/2024 | 12/12/2024 | Increase | 3,254,000 | (7) | 2.28 | 3,254,000 | (7) | 2.28 | |
| CPPIBE | 12/12/2024 | 12/12/2024 | Decrease | 0 | 0 | 0 | 0 | |||
| Société Générale | 18/02/2025 | 24/02/2025 | Decrease | 14,121,715 | 9.90 | 14,121,715 | 9.90 | |||
| Société Générale | 20/02/2025 | 24/02/2025 | Increase | 15,931,926 | 11.17 | 15,931,926 | 11.17 |
(1) Percentage of share capital and voting rights (theoretical) as of the respective date of each threshold crossing declaration.
(2) Excluding financial instruments leading to the holding by assimilation of 11,290,594 shares and voting rights, representing 8.12% of share capital and voting rights.
(3) Representing 4,904,533 shares held directly and 14,185,265 shares held by assimilation.
(4) Representing 4,918,798 shares held directly and 9,378,797 shares held by assimilation.
In accordance with the declarations of crossing of thresholds, the shareholders holding a number of shares or voting rights representing 5% or more of the total number of shares or voting rights of the Company (including financial instruments) are the following:
| Shareholder | Number of shares and derivatives including the URW Stapled Shares as underlying | % of share capital including the URW Stapled Shares as underlying | Number of voting rights including the URW Stapled Shares as underlying |
|---|---|---|---|
| Excluding financial instruments leading to the holding by assimilation | 13,887,996 | 9.96% | |
| Excluding the shares held by its parent company, Canada Pension Plan Investment Board | 0.01% |
Information on the Company, shareholding and the share capital
| Underlying | % of voting rights | Including the URW Stapled Shares as underlying |
|---|---|---|
| Rock Investment (1) | 35,554,478 | 25.51 |
| Société Générale | 15,931,926 | 11.17 |
| BlackRock Inc. | 11,022,788 | 7.73 |
(1) Includes 21,666,482 shares actually held (i.e. 15.55% of the share capital and voting rights) and 13,887,996 shares held by assimilation (i.e. 9.96% of the share capital and voting rights) as at October 16, 2024. See the Declaration dated October 16, 2024 as referred in Section 7.4.2.
Pursuant to Article L. 225-37-4 of the French Commercial Code as referenced in Article L. 255-68, the following table summarises the use, between January 1, 2024, and December 31, 2024, of the authorisations currently in force granted by the General Meeting to increase the share capital.
| Type of authorisation | Date of General Meeting | Details |
|---|---|---|
| [Content to be filled] |
| Authorisation | expiry date | Amount | Beneficiaries | Issue terms and conditions | Amounts used | Outstanding authorisation as at December 31, 2024 |
|---|---|---|---|---|---|---|
| Increase in the share capital by the issue of ordinary shares to be subscribed in cash, or of any negotiable securities with PSR (3) | 11/05/2023 | resolution no. 25 (period of validity: 26 months) | 11/07/2025 | €100,000,000 (nominal value) in ordinary shares and/or securities giving access to the share capital +€2,000,000,000 (nominal value) in debt instruments (2) | Shareholders | Authorisation to the MB to determine the amount and conditions |
| Entire authorisation | Increase in the share capital by the issue of ordinary shares to be subscribed in cash, or of any negotiable securities without PSR (3) via a public offer | 11/05/2023 | resolution no. 26 (period of validity: 26 months) | 11/07/2025 | €68,000,000 (nominal value) in ordinary shares and/or securities giving access to the share capital +€2,000,000,000 (nominal value) in debt instruments (2) |
| (3) | 0 | Entire authorisation | |||
|---|---|---|---|---|---|
| Increase of the number of shares or securities to be issued in the case of an increase in the share capital with or without PSR | (3) | 11/05/2023 resolution no. 27 (period of validity: 26 months) | 11/07/2025 | Maximum threshold of 15% for the first issue and within the global limit determined in respect of the initial issue of debt instruments | (2) |
| Subscribers to the issue | Authorisation to the MB to increase the number of shares and/or negotiable securities giving access to the share capital to be issued at the same terms and conditions as the initial issue | 0 | Entire authorisation |
(1) For more details, please refer to the resolutions themselves.
(2) Up to: the maximum aggregate nominal amount of the capital increases is set at €150 Mn; the maximum aggregate nominal amount of debt securities is set at €2 Bn.
(3) Pre-emptive subscription rights.
(4) Number of shares, PS or SO issued/subscribed for or granted.
532
| Type of authorisation | (1) | Date of General Meeting and resolution | Authorisation expiry date | Amount | Beneficiaries | Issue terms and conditions |
|---|---|---|---|---|---|---|
| Outstanding authorisation as at December 31, 2024 | Increase in the share capital without PSR (3) | by the issue of ordinary shares to be subscribed in cash, or of any negotiable securities as consideration for contributions in kind |
|---|---|---|
| 11/05/2023 | resolution no. 28 | (period of validity: 26 months) |
| 11/07/2025 | Maximum threshold of contributions in the form of securities: | 10% of the authorised share capital as at the issuance (2) |
| Subscribers to the issue | Authorisation to the MB to determine the amount and conditions including the power to cancel PSR (3) | 3,254,000 |
| 7.7% | Increase in the share capital reserved for participants of Companies Savings Plans without PSR (3) | 11/05/2023 |
| resolution no. 29 | (period of validity: 18 months) | 11/11/2024 |
| Maximum nominal value of €2,000,000 | Participants in the Company Savings Plan | Authorisation to the MB to determine the terms average share price over previous 20 trading |
| 108,496 | Superseded by authorisation approved by the General Meeting of April 30, 2024 | 30/04/2024 | Resolution No. 26 | (Period of validity: 18 months) | 11/11/2025 | 0 | Entire authorisation |
|---|---|---|---|---|---|---|---|
| Increase in the share capital reserved for managers and employees – SO plan | 11/05/2022 | Resolution No. 22 | (Period of validity: 38 months) | 11/07/2025 | 2% of the total diluted capital over the authorisation validity period | Employees and corporate officers of the Group | Authorisation to the MB to determine the terms |
| Performance and presence conditions are mandatory | No discount applied | 508,866 | (6) | 1.08% | Increase in the share capital reserved for corporate officers and employees – free shares | (5) | (PS and RS) |
| 11/05/2022 | Resolution No. 23 | (Period of validity: 38 months) | 11/07/2025 | 1.8% of the total diluted capital over the authorisation validity period | Employees and corporate officers of the Group | Authorisation to the MB to determine the terms | Performance and/or |
Information on the Company, shareholding and the share capital
508,866 (7) 1.04%
(1) For more details, please refer to the resolutions themselves.
(2) Up to: the maximum aggregate nominal amount of the capital increases is set at €150 Mn; the maximum aggregate nominal amount of debt securities is set at €2 Bn.
(3) Pre-emptive subscription rights.
(4) Number of shares, PS or SO issued/subscribed for or granted.
(5) The General Meeting of May 11, 2022, authorises the MB to grant PS and RS (not subject to performance conditions).
(6) Representing 521,758 SO after adjustment.
(7) Representing 521,758 PS after adjustment.
The main statutory provisions are given hereafter. Furthermore, the MB, the SB, the Audit Committee and the Governance, Nomination and Remuneration Committee each have their own Charter. The Articles of Association and the Charters of these Committees are available on the Company’s website (www.urw.com) and at its registered office.
As of the date of the filing of this Universal Registration Document, the Articles of Association were last updated on March 10, 2025.
The Company’s corporate object in France and abroad is:
A Stapled Share comprises a share of the Company and a Unibail-Rodamco-Westfield N.V. class A share (“Unibail-Rodamco-Westfield N.V. class A share”).
In order to achieve a situation where holders of the Company’s shares – other than any entity of the Stapled Group – hold an interest in both the Company and in Unibail-Rodamco-Westfield N.V., as if they held an interest in a single (combined) company:
The Stapled Share Principle can only be terminated by virtue of a resolution passed by the Extraordinary General Meeting of the Company to amend the Articles of Association. A resolution by the Extraordinary General Meeting of the Company deciding such an amendment shall only become effective after the Management Board has confirmed that the Unibail-Rodamco-Westfield N.V. general meeting has passed a resolution to terminate the Stapled Share Principle as included in the Unibail-Rodamco-Westfield N.V.’s Articles of Association.
Since 2003, the Company and its eligible subsidiaries opted for and became subject to the tax regime applicable to Listed Property Investment Companies (Société d’Investissement Immobilier Cotée, “SIIC”) introduced by the 2003 French Finance Act (Article 208 C of the French General Tax Code). This regime is based on the principle of fiscal transparency: in relation to rental activities and gains from divestments, income tax is borne at shareholder level and not at the level of the Company (1).
changes in the Company’s share capital and categories of share rights
None.
(1) For more details, please refer to note 8 of Section 5.2.
(Articles 10 to 16 of the Articles of Association)
The Company is managed by a Management Board (“MB”) and a Supervisory Board (“SB”).
Details of the composition and the functioning of the MB and the SB are set out in Section 2.2.
(Articles 10 to 12 of the Articles of Association and Charter of the Management Board)
The MB is the collegial decision-making body of Unibail-Rodamco-Westfield SE. It is composed of a maximum of 7 members appointed for a 4-year term by the SB, which elects one of them as Chair. The MB consisted of 5 members as at December 31, 2024.
With respect to third parties, the MB is granted the widest possible powers to act in all circumstances in the name of the Company, subject to those expressly attributed by law to the SB and to general meetings of shareholders and within the limits of the corporate purpose and those that require prior authorisation from the SB (see Section 7.6.5.2).
Upon a proposal by the Chairman of the MB and with the authorisation of the SB, the MB members may share the management tasks.
The Chairman of the MB has overall competence except for those duties expressly assigned to another member of the MB.
The responsibilities and functions of the members of the MB other than the Chief Executive Officer ("CEO") are as follows:
The Chief Strategy and Investment Officer ("CSIO") is, with the CEO, responsible for structuring, developing and executing the Group strategy and for the investment/divestment process and defining the co-ownership and co-investment strategy, and coordinating corporate development (mergers and acquisitions, strategic alliances and joint venture developments). He is responsible for challenging the business strategy, in particular: asset and development strategy, major restructurings, extensions or refurbishments. Starting from May 1, 2025, he will also serve as Chief Operating Officer for Europe and will oversee the Regional Chief Operating Officers in continental Europe and in the United Kingdom;
The Chief Customer and Retail Officer ("CCRO") is responsible for integrating all aspects of the customer experience, evolving the offer and accelerating the growth trajectory of the emerging media and digital capabilities, and leads Marketing, Westfield Rise, Digital & Data, International Leasing, Strategic Partnerships, Concept Studio and the SCM and PMPS Centres of Excellence.
The SB exercises permanent oversight and control over the MB and the general affairs of the Company as provided by law, the Articles of Association and its Charter. The SB has 8 to 14 members appointed for a term of 3 years.
Retention of an SB member is subject to the condition that he/she is not over the age of 75. If an SB member reaches this age limit while in office, they will be considered as having resigned at the next Ordinary General Meeting, which will be held after the end of the year during which they reached the age of 75. During this general meeting, the shareholders may appoint his/her successor.
The number of SB members having exceeded the age of 70 cannot be greater than one-third of the SB members.
The SB elects a Chairman and a Vice-Chairman from among its members who are tasked with convening the Board and directing the discussions. The SB Chairman’s and Vice-Chairman’s terms may not exceed their terms as SB members.
The SB meets as often as the interest of the Company so requires.
Pursuant to Article 11.5 of the Company’s Articles of Association and the SB Charter, the SB’s prior approval must be obtained for certain MB decisions and operations, in particular:
2 specialised committees are responsible for assisting the SB to carry out its duties: the Audit Committee and the Governance, Nomination and Remuneration Committee. All SB members participate in one of these committees. The committees function under separate Charters. Details of the composition, missions and diligences of the committees are set out in Section 2.2.3.
The general meetings of shareholders are convened and conducted pursuant to French law and European regulations. All shareholders, evidencing the ownership of their shares, have the right to participate, either in person or through a representative, provided that they have been shareholders for at least 2 business days prior to the date of the general meeting.
The terms and conditions of participation in general meetings are set out in Article 18 of the Company’s Articles of Association. There is 1 voting right per share. There are currently neither preference shares nor shares with double voting rights.
The distributable profit in any given year is equal to the sum of the net profit and any retained earnings, less any prior year losses and amounts transferred to reserves. In addition to the distributable profits, the general meeting of shareholders may expressly resolve to distribute sums from other distributable reserves and/or contribution premiums.
Pursuant to the SIIC regime, the payment of a dividend may give rise to the imposition of a withholding tax (currently at a rate of 20%) on the Company pursuant to Article 208-C-II-ter of the French General Tax Code calculated on the basis of the total dividend paid to any shareholders holding (directly or indirectly) 10% or more of the share capital (“Shareholder Concerned”(1)), if the Shareholder Concerned, as a legal person who is a non-French tax resident, is not subject to a tax equivalent to the French corporate income tax to be paid by French companies on SIIC dividends distributed by the Company (the “Shareholder Subject to Withholding Tax”). Any Shareholder Concerned is deemed to be a Shareholder Subject to Withholding Tax unless it provides the Company with a satisfactory and unreserved legal opinion certifying that it is not a Shareholder Subject to Withholding Tax. If this is not possible and in compliance with Article 21 of the Articles of Association, this tax will be borne by the Shareholder Subject to Withholding Tax. The withholding amount is either offset against its dividend or reimbursed a posteriori.
In addition to the thresholds provided by French law(2), under Article 9 bis of the Articles of Association of Unibail-Rodamco-Westfield SE, any shareholder that comes to hold, alone or in concert with other shareholders, a number of shares equal to or greater than 2% of the total number of shares in issue or of the voting rights, or any further multiple thereof, must, no later than 10 stock exchange days after exceeding each of the holding thresholds, advise the Company in writing of the total number of shares or voting rights held, sent by registered letter with proof of receipt requested to the registered office of the Company. Notification must also be given when the number of shares or voting rights falls below one of these thresholds under the same conditions and within the same time limit.
Moreover, pursuant to Article 9 of the Company’s Articles of Association, a Shareholder Concerned(1) must register the totality of its shares (owned directly or via an entity it controls pursuant to Article L.233-3 of the French Commercial Code) and provide evidence to the Company by registered letter with proof of receipt within 5 stock exchange days of reaching such threshold. A Shareholder Concerned that fails to comply with the above requirements may lose the right to participate in and/or vote at general meetings of the Company in accordance with the provisions of Article 9 Paragraph 4 of the Articles of Association.
Pursuant to the provisions of Article 9 bis of the Company’s Articles of Association, the Shareholder Concerned shall declare under its own responsibility whether it has to be considered as a Shareholder Subject to Withholding Tax (Actionnaire à Prélèvement) under Article 208-C-II of the French Tax Code, which is the case when the Shareholder Concerned (i) is not resident in France for taxation purposes, and (ii) is not subject, in its country of residence, to a tax equal to at least two-thirds of the level of taxation applicable in France. Any Shareholder Concerned declaring it should not to be considered as a Shareholder Subject to Withholding Tax shall provide the Company with a satisfactory and unreserved legal opinion certifying that it is not a Shareholder Subject to Withholding Tax. Any change in the Shareholder Concerned’s position should be notified to the Company within 10 trading days prior to the payment of any distribution.
(1) A “Shareholder Concerned” is any shareholder, other than a natural person, that owns, directly or through entities acting as intermediaries that it controls within the meaning of Article L. 233-3 of the French Commercial Code, at least the percentage of rights to a dividend specified in Article 208 C-II-ter (10%) of the French General Tax Code.
(2) For more details, please refer to Section 7.4.2.
Information on the Company, shareholding and the share capital
In accordance with Article L. 233-6 of the French Commercial Code, the Company has acquired, on December 30, 2024, 100% of the share capital and voting rights of ASTAVAL 87, a simplified joint-stock company whose registered office is located at 7 place du Chancelier Adenauer, 75016 Paris, registered with the Paris Trade and Companies Register under number 341 298 578.
The Company has not made any other significant investment in a company with its registered office in France during the financial year ending December 31, 2024.
The Stapled Share Principle, which is part of the Articles of Association of the Company (for more details, please refer to Section 7.6.2) contains restrictions on transfers of Company shares.
Any holder of Stapled Shares will hold both Unibail-Rodamco-Westfield SE shares and class A Unibail-Rodamco-Westfield N.V. shares. Consequently, any holder of Stapled Shares must comply with both the French public offer rules and the Dutch public offer rules. Due to Unibail-Rodamco-Westfield SE’s shareholding in Unibail-Rodamco-Westfield N.V., 1 Stapled Share does not represent the same percentage of voting rights in Unibail-Rodamco-Westfield SE as it does in Unibail-Rodamco-Westfield N.V. As a result, a holder of Stapled Shares may cross the 30% threshold for a mandatory public offer for all outstanding Unibail-Rodamco-Westfield SE shares without being subject to a statutory requirement to make a mandatory offer for all outstanding Unibail-Rodamco-Westfield N.V. shares at the same time.
However, due to the Stapled Share Principle, an offer or that is not an entity of the Unibail-Rodamco-Westfield Group can only acquire Unibail-Rodamco-Westfield SE shares in the form of Stapled Shares, which could result in a requirement for the offer or to launch a parallel public offer for all outstanding Unibail-Rodamco-Westfield N.V. shares.
In addition, all information pursuant to Article L. 22-10-11 of the French Commercial Code that is likely to have an effect in the event of a takeover bid is included in the corporate governance report (cf. Section 8.6.4).
We confirm that the information contained in this Universal Registration Document gives, to the best of our knowledge, an accurate and fair view of the Company and the information contained within is free from any material misstatement.
We confirm that, to the best of our knowledge, the financial statements and consolidated financial statements have been prepared in accordance with the applicable accounting standards, and give an accurate and fair view of the assets and liabilities, financial position, and profits or losses of the Company and of the entities taken as a whole included in the scope of consolidation and that the enclosed group management report presents a fair view of the development and performance of the business, the results and of the financial situation of the Company and of the entities taken as a whole included in the scope.
of consolidation, as well as a description of the main risks and uncertainties to which they are exposed, and that it has been prepared in accordance with the applicable sustainability reporting standards.
Paris, March 21, 2025
Jean-Marie Tritant
Chairman of the Management Board
Fabrice Mouchel
Member of the Management Board
Chief Financial Officer
The Statutory Auditors of the Company are the following:
KPMG S.A.
Mr Régis Chemouny
Tour Eqho – 2 avenue Gambetta
Paris La Défense
92400 Courbevoie Cedex
Commencement date of the first term of office:
General Meeting of May 11, 2023
Deloitte & Associés
Mr Emmanuel Gadret & Mr Sylvain Durafour
6, Place de la Pyramide
92908 Paris La Défense Cedex
Commencement date of the first term of office (1):
General Meeting of April 27, 2011
The term of office of KPMG S.A. and Deloitte & Associés will expire at the 2029 General Meeting held to approve the financial statements for the year ended December 31, 2028.
Pursuant to Article 19 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, the following information is incorporated by reference in this 2024 Universal Registration Document:
The 2022 Universal Registration Document was filed with the French Financial Markets Authority (Autorité des Marchés Financiers, “AMF”) on March 27, 2023, under number D. 23-0157.
The financial information, the consolidated financial statements for the year 2022 and the Statutory Auditors’ report on these financial statements appear respectively in Chapter 4 (on pages 237 to 299) and Chapter 5 (on pages 301 to 429).
Information not included in this Universal Registration Document are either not applicable to the investor or are covered in another section of this Universal Registration Document.
The 2023 Universal Registration Document was filed with the AMF on March 19, 2024, under number D. 24-0143.
The following documents are available on the website at www.urw.com:
Unibail-Rodamco-Westfield SE’s Articles of Association, statutory and consolidated financial statements may be consulted at the headquarters of the Company, 7, Place du Chancelier Adenauer, 75016 Paris, on the website www.urw.com or obtained upon request from the Company.
(1) Deloitte & Associés succeeded Deloitte Marque & Gendrot, which was appointed on April 28, 2005.
Average cost of debt: recurring financial expenses (excluding the ones on financial leases and the ones related to partners’ current accounts) + capitalised financial expenses (excluding non-recurring financial expenses such as mark-to-market and termination costs of financial instruments including bonds repurchased, currency impact)/average net debt over the period.
Average revenue per visit: revenue generated by Westfield Rise divided by the footfall of the same period.
Buyer’s Net Initial Yield: annualised contracted rent (including indexation) and other incomes for the next 12 months, net of operating expenses, divided by the Total Acquisition Cost.
CAM: Common Area Maintenance.
Committed projects: projects for which URW owns the land or building rights and has obtained all necessary administrative authorisations and permits, approvals of JV partners (if applicable), approvals of URW’s internal governing bodies to start superstructure construction works and on which such works have started.
Controlled projects: projects in an advanced stage of studies, for which URW controls the land or building rights, and all required administrative authorisations have been filed or are expected to be filed shortly. There can be no assurance these will become “Committed” projects, as this will be subject to having obtained all required administrative approvals, as well as those of JV partners (if applicable), and of URW’s internal governing bodies to start superstructure works.
Debt Yield: ratio of the net operating income to the outstanding loan amount, net of certain cash as defined in the relevant mortgage loan documentation.
EBITDA: Recurring Net Operating result before depreciation and impairment of assets.
EPRA Net Reinstatement Value (“NRV”): assumes that entities never sell assets and aims to represent the value required to rebuild the entity.
EPRA Net Tangible Assets (“NTA”): assumes that entities buy and sell assets, thereby crystallising certain levels of unavoidable deferred tax.
EPRA Net Disposal Value (“NDV”): represents the shareholder’s value under a disposal scenario, where deferred tax, financial instruments and other certain adjustments are calculated to the full extent of their liability, net of any resulting tax.
EPRA Net Initial Yield (“NIY”): annualised rental income based on the cash rents passing at the balance sheet date, less non-recoverable property operating expenses, divided by the Gross Market Value of the portfolio. For a reconciliation of URW’s NIY with the EPRA NIY definitions, refer to the EPRA Performance Measures.
EPRA topped-up yield: EPRA Net Initial Yield adjusted in respect of the expiration of rent-free periods (or other unexpired lease incentives such as discounted rent periods and step rents).
EPRA vacancy rate: Estimated Rental Value (“ERV”) of vacant spaces divided by ERV of total space (let + vacant).
Exit Cap Rate (“ECR”): the rate used to estimate the resale value of a property at the end of the holding period. The expected Net Rental Income (“NRI”) per year is divided by the ECR (expressed as a percentage) to get the terminal value.
Flagships: assets of a certain size and/or with footfall in excess of 10 million per year, substantial growth potential for the Group based on their appeal to both retailers and visitors, iconic architecture or design and a strong footprint in their area.
Financial statements under IFRS: the Group’s consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as applicable in the European Union as at closing date.
Financial statements on a proportionate basis: they are prepared based on the financial statements under IFRS, except for the joint-controlled entities, which are consolidated on a proportionate basis, instead of being accounted for using the equity method (as applicable under IFRS). Unibail-Rodamco-Westfield believes that these financial statements on a proportionate basis give to stakeholders a better understanding of the underlying operations of URW and the joint-controlled entities, as they represent a significant part of the Group’s operations in the US and the UK.
Foreclosure: the action of a lender seeking to take the collateral on a loan when loan payments are not made, leading to a transfer of the asset and the extinction of the corresponding mortgage debt.
Funds From Operations (“FFO”): on an annualised basis, the recurring EBITDA minus (i) recurring net financial expenses and (ii) tax on recurring operating result.
Group Share: the part that is attributable to the Group after deduction of the parts attributable to the minority interests.
Interest Cover Ratio (“ICR”): Recurring EBITDA/Recurring Net Financial Expenses (including capitalised interest). Recurring EBITDA is calculated as total recurring operating results and other income minus general expenses, excluding depreciation and amortisation.
Loan-to-Value (“LTV”): net financial debt, excluding current accounts with non-controlling interests/total assets (whether under IFRS or on a proportionate basis), including or excluding transfer taxes and excluding goodwill not justified by fee business.
Minimum Guaranteed Rent uplift (“MGR uplift”): difference between new MGR and indexed old MGR. Indicator calculated on renewals and relettings only.
Net Disposal Price (“NDP”): Total Acquisition Cost incurred by the acquirer minus all transfer taxes and transaction costs.
Net Initial Yield (“NIY”): annualised contracted rent (including indexation) and other incomes for the next 12 months, net of operating expenses, divided by the asset value net of estimated transfer taxes and transaction costs. Shopping centres under development or not controlled by URW, the Westfield trademark and the airport activities are not included in the calculation of NIY.
Net Initial Yield on occupied space: annualised contracted rent (including latest indexation) and other incomes for the next 12 months, net of operating expenses, divided by the value of occupied space net of estimated transfer taxes and transaction costs. Assets under development are not included in this calculation.
Non-recurring activities: non-recurring activities include valuation movements, disposals, mark-to-market and termination costs of financial instruments, bond tender premiums, impairment of goodwill or recognition of negative goodwill, amortisation of fair value of assets and liabilities recorded for the purpose of purchase price allocation, as well as costs directly incurred during a business combination and other non-recurring items.
Occupancy Cost Ratio (“OCR”): (rental charges + service charges including marketing costs for tenants, all including VAT)/(tenants’ sales, including VAT). Primark sales are estimates.
Potential Yield: annualised contracted rent (including indexation) and other incomes for the next 12 months, net of operating expenses + the ERV of vacant space, divided by the asset value net of estimated transfer taxes and transaction costs. Shopping centres under development or not controlled by URW, the Westfield trademark and the airport activities are not included in the calculation of Potential Yield.
compliance with regulatory requirements. These amounts do not include Replacement Capex spent as part of the TIC of extension and/or renovation projects on which the Group’s standard Return On Investment (ROI) is expected.
Rotation rate: (number of re-lettings and number of assignments and renewals with new concepts)/number of stores. Short term leases are excluded.
SBR: Sales Based Rent.
Secured debt ratio: Secured debt/Total assets.
SIIC: Société d’Investissement Immobilier Cotée (in France).
Tenant sales: performance in URW’s shopping centres (excluding The Netherlands) in operation, including extensions of existing assets, but excluding deliveries of new brownfield projects, acquisition of new assets and assets under heavy refurbishment.
Total Acquisition Cost (“TAC”): the total amount a buyer shall pay to acquire an asset or a company. TAC equals the price agreed between the seller and the buyer plus all transfer taxes and transaction costs.
Total Investment Cost (“TIC”): Total Investment Cost equals the sum of: (i) all capital expenditures from the start of the project to the completion date and includes: land costs, construction costs, study costs, design costs, technical fees, tenant fitting-out costs paid for by the Group, letting fees and related costs, eviction costs and vacancy costs for renovations or redevelopments of standing assets; and (ii) opening marketing expenses. It excludes: (i) step rents and rent-free periods; (ii) capitalised financial interests; (iii) overhead costs; (iv) early or lost Net Rental Income; and (v) IFRS adjustments.
Unencumbered leverage ratio: Unencumbered assets/Unsecured debt.
Valuation of occupied office space: valuation based on the appraiser’s allocation of value between occupied and vacant spaces.
Viparis’ recurring Net Operating Income (“NOI”): “Net rental income” and “On-site property services operating result” + “Recurring contribution of affiliates” of Viparis venues.
Yield impact: the change in potential yields (to neutralise changes in vacancy rates), taking into account key money.
Yield on cost: URW share of the expected stabilised Net Rental Income divided by the URW Total Investment Cost increased by rent incentives (step rents and rent-free periods), and for redevelopment project only, the Gross Market Value of the standing asset at the launch of the project.
This concordance table is based on the headings set out in Annexes I and II of Delegated Regulation (EU) 2019/980 of the Commission of March 14, 2019, and refers to the sections of this Universal Registration Document in which the relevant information can be found.
| Information | Section of the Universal Registration Document |
|---|---|
| 1. PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL | |
| 1.1. Persons responsible for the information given in the Universal Registration Document | 8.1 |
| 1.2. Declaration of the persons responsible for the Universal Registration Document | 8.1 |
| 1.3. Identification, qualification and potential conflicts of interest of persons acting as experts | 1.6 – 1.7 |
| 1.4. Certification of Third Party Information | n/a |
| 1.5. Statement without prior approval of the competent authority | page 1 |
| 2. STATUTORY AUDITORS | |
| 2.1. Identity of Statutory Auditors | 8.2 |
| 2.2. Potential change | 8.2 |
| 3. RISK FACTORS | 6.2 |
| 4. INFORMATION ABOUT THE ISSUER | |
| 4.1. Corporate name and trade name | 7.1.1 |
| 4.2. Place, registration number and Legal Entity Identifier | 7.1.1 |
| 4.3. Date of incorporation and statutory length of life | 7.1.1 |
| 4.4. Head office and legal form | 7.1.1 – 7.1.2 |
| 5. BUSINESS OVERVIEW | |
| 5.1. Main activities | 1.4, 4.1.1 |
| 5.1.1. Nature of operations | 1.4, 4.1.1 |
| 5.1.2. New products and important services | 4.1.3 |
| 5.2. Main markets | 4.1.1.2 – 4.1.1.3 |
| 5.3. Important events | 5.2 (note 1) |
| 5.4. Strategy and objectives | 1.3 |
| 5.5. Dependence of the issuer on patents, licences, contracts and manufacturing processes | n/a |
| 5.6. Competitive position statement | n/a |
| 5.7. Investments |
5.2 (note 6)
3.2.2 – 6.2.2.3
1.8 – 1.9
5.2 (note 15)
5.1
5.1.2 – 3.4.3
4.1.3
5.1.1 – 5.2 (note 4)
4.1.1
4.1.1
| 1 | 2 | 3 | 4 | 5 | 6 | 7 |
|---|---|---|---|---|---|---|
3.2.3.1.8
2.3.4
5.2 (note 11)
7.4.3
7.6.4
7.4
n/a
5.2 (note 6.5)
8.3
5.1 – 5.6, 8.3
n/a
5.2 (note 2)
5.2 (note 2)
5.3 – 5.4
| 18.1.6. | Consolidated financial statements | 5.1 – 5.2 |
|---|---|---|
| 18.1.7. | Dates of the latest financial information | 5.1 – 5.2 |
| 18.2. | Interim and other financial information | n/a |
| 18.2.1. | Quarterly or half-yearly financial information | n/a |
| 18.3. | Audit of historical annual financial information | |
| 18.3.1. | Independent audit of historical annual financial information | 5.5 – 5.7 |
| 18.3.2. | Other audited information | 5.7 |
| 18.3.3. | Sources of information not audited by the Statutory Auditors | n/a |
| 18.4. | Pro forma financial information | n/a |
| 18.5. | Dividend policy | |
| 18.5.1. | Description of dividend distribution policy and any applicable restrictions | 4.1.1.8 – 4.1.1.9 |
| 18.5.2. | Amount of dividend per share | 4.1.1.8 |
| 18.6. | Governmental, legal and arbitration proceedings | 5.2 (notes 9 – 13.3) |
| 18.7. | Significant change in financial position | n/a |
| 19. | ADDITIONAL INFORMATION | |
| 19.1. | Share capital | |
| 19.1.1. | Amount of issued capital, number of shares issued and fully paid up and nominal value per share and number of shares authorised | 7.2 |
| 19.1.2. | Shares not representing capital | n/a |
| 19.1.3. | Number, book value and nominal value of treasury shares | 7.3.3 |
| 19.1.4. | Information concerning securities giving access to share capital | 7.2.2 |
| 19.1.5. | Information on the conditions governing any acquisition rights and/or obligations attached to the subscribed but not paid-up capital, or on any undertaking to increase the share capital | n/a |
| 19.1.6. | Information on the share capital of Group companies subject to option | n/a |
| 19.1.7. | Historical information of share capital | 7.2.3 |
| 19.2. | Memorandum and Articles of Association | |
| 19.2.1. | Register and corporate purpose | 7.6 |
| 19.2.2. | Rights, privileges and restrictions attached to each class of shares | 7.6 |
| 19.2.3. | Arrangement having the effect of delaying, deferring or preventing a change of control | 7.6 |
| 20. | MATERIAL CONTRACTS | n/a |
| 21. | DOCUMENTS AVAILABLE | 8.4 |
| 1 | 2 | 3 | 4 | 5 | 6 | 7 |
|---|---|---|---|---|---|---|
The following concordance table allows the identification of the information that constitutes the annual financial report to be published by listed companies in accordance with Articles L. 451-1-2 of the French Monetary and Financial Code and 222-3 of the AMF General Regulation.
| Category of Article 222-3 of the AMF General Regulations | Section of the Universal Registration Document |
|---|---|
| 1. FINANCIAL STATEMENTS | 5.3 |
| 2. CONSOLIDATED FINANCIAL STATEMENTS | 5.1 |
| 3. MANAGEMENT REPORT | 8.6.3 |
| 4. CORPORATE GOVERNANCE REPORT | see specific cross-reference table |
| 5. RESPONSIBLE PERSONS | |
| 5.1. Persons responsible for the information included in the annual financial report | 8.1 |
| 5.2. Declaration of the persons responsible for the annual financial report | 8.1 |
| 6. STATUTORY AUDITORS’ REPORTS ON THE FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS | |
| 6.1. Statutory Auditors’ report on the statutory financial statements | 5.6 |
| 6.2. Statutory Auditors’ report on the consolidated financial statements | 5.5 |
| 7. CERTIFICATION REPORT ON SUSTAINABILITY INFORMATION | 3.2 |
The following concordance table allows the identification of the information that constitutes the management report in accordance with Articles L.225-100, L. 232-1, L. 22-10-35 and seq., and L. 232-6-3 of the French Commercial Code (unless otherwise indicated, the articles specified below refer to the articles of the French Commercial Code).
| Management report | Section of the Universal Registration Document |
|---|---|
| 1. SITUATION AND BUSINESS OF THE GROUP | |
| 1.1. Situation of the Company during the past financial year and objective and exhaustive analysis of the development of the business, results and financial situation of the Company and the Group, in particular, its debt situation, in relation to the volume and complexity of the business | L. 232-1, II 1°and L. 233-26 |
L. 232-1, II 1° and L. 233-26
Articles L. 232-1, II. 1° and L. 233-26
Articles L. 232-1, II. 2° and L. 233-26 n/a
Articles L. 232-1, II. 3° and L. 233-26 n/a
Articles L. 232-1, II. 4° and L. 233-26 4.1.1
Articles L. 232-1, II. 4° and L. 233-26 3.2.2 – 3.2.3
Articles L. 232-1, II. 5° and L. 233-26 Chapter 6
Articles L. 232-1, II. 6° and L. 233-26 6.2.2
Articles L. 232-1, II. 7° and L. 233-26 n/a
Articles L. 511-6 and R. 511-2-1-3 of the French Monetary and Financial Code n/a
Article D. 441-6 5.8.1
Article L. 233-6 paragraph 1 7.7
Articles L. 233-29, L. 233-30 and R. 233-19
n/a
Article L. 22-10-35 3.2
Article L. 22-10-35 3.2.3.1.3
Article L. 232-6-3 3.2.1.3
Article L. 232-6-3 3.2.1.3
Articles L. 232-6-3 and R. 232-8-4, I.1° 1.3, 3.2
Articles L. 232-6-3 and R. 232-8-4, I.2° and R. 232-8-4, II. 3.1
Articles L. 232-6-3 and R. 232-8-4, I.4°
Articles L. 232-6-3 and R. 232-8-4, I.5°
Articles L. 232-6-3 and R. 232-8-4, I.6°
Articles L. 232-6-3 and R. 232-8-4, I.7°
Articles L. 232-6-3 and R. 232-8-4, I.8°
Articles L. 232-6-3 and R. 232-8-4, II.
R. 233-16-3 of the French Commercial Code
Article 8 of Delegated Regulation 2020/852
Article L. 233-13 of the French Commercial Code
Articles L. 225-211 and R. 225-160 of the French Commercial Code
Article L. 225-102, paragraph 1 of the French Commercial Code
Articles R. 228-90 and R. 228-91 of the French Commercial Code
Article L. 621-18-2 of the French Monetary and Financial Code
Article 243 bis of the French General Tax Code
5.2 (note 12.3)
Article R. 225-102 of the French Commercial Code
see specific cross-reference table
see specific cross-reference table
Articles 223 quater and 223 quinquies of the French General Tax Code
n/a
Article L. 464-2 of the French Commercial Code
n/a
Law no. 2016-1691 of December 9, 2016, called “Sapin 2”
2.4.5
Article L. 225-102-4 of the French Commercial Code
n/a
Article L.225-211 of the French Commercial Code
7.3
The concordance table below allows for the identification, within this Universal Registration Document, of the information that constitutes the corporate governance report provided for in the last paragraph of Article L. 225-68 of the French Commercial Code.
| Management Report | Section of the Universal Registration Document | |||
|---|---|---|---|---|
| 1. REMUNERATION INFORMATION | ||||
| 1.1. Remuneration policy for corporate officers | Article L. 22-10-8, I., paragraph 2 | 2.3.1 | ||
| 1.2. Remuneration and benefits of any kind paid during the year or granted in respect of the year to each corporate officer | Article L. 22-10-9, I., 1° | 2.3.2.2 | ||
| 1.3. Relative proportion of fixed and variable remuneration | Article L. 22-10-9, I., 2° | 2.3.2.2 | ||
| 1.4. Use of the possibility of requesting the return of variable remuneration | Article L. 22-10-9, I., 3° | 2.3.1.1 | ||
| 1.5. Commitments of any kind made by the Company for the benefit of its corporate officers, corresponding to items of remuneration, indemnities or benefits due or likely to be due as a result of the assumption, termination or change in their functions or subsequent to the exercise thereof | Article L. 22-10-9, I., 4° | 2.3.1.1 | ||
| 1.6. Remuneration paid or granted by a company included in the scope of consolidation within the meaning of Article L. 233-16 of the French Commercial Code | Article L. 22-10-9, I., 5° | n/a | ||
| 1.7. Ratios between the level of remuneration of each executive officer and the average and median remuneration of the Company’s employees | Article L. 22-10-9, I., 6° | 2.3.2.1 | ||
| 1.8. Annual changes in remuneration, Company performance, average remuneration of the Company’s employees and the aforementioned ratios over the last 5 financial years | Article L. 22-10-9, I., 7° | 2.3.2.1 | ||
| 1.9. Explanation of how the total remuneration complies with the adopted remuneration policy, including how it contributes to the long-term performance of the Company and how the performance criteria have been applied | Article L. 22-10-9, I., 8° | 2.3.2.1 | ||
| 1.10. Manner in which the vote of the last Ordinary General Meeting provided for in Article L. 22-10-34 of the French Commercial Code was taken into account |
1.11. Deviation from the procedure for the implementation of the remuneration policy and any deviation from it
1.12. Application of the provisions of the second paragraph of Article L. 225-45 of the French Commercial Code (suspension of the payment of members’ remuneration in the event of failure to comply with the gender mix of the Supervisory Board)
1.13. Grant and retention of performance stock options to executive officers Article L. 225-185 2.3.1.1
1.14. Grant and retention of performance shares to executive officers Articles L. 225-197-1 and L. 22-10-59 2.3.1.1
2.1. List of all mandates and functions exercised in any Company by each of the corporate officers during the financial year Article L. 225-37-4, 1° 2.2.1.1 - 2.2.2.1
2.2. Agreements between an executive officer or significant shareholder and a subsidiary Article L. 225-37-4, 2° 2.2.2.5
Article L. 225-37-4, 3° 7.5
Article L. 225-37-4, 4° 2.2.1
Article L. 22-10-10, 1° 2.2.1
Article L. 22-10-10, 2° 2.2.2.2
Article L. 22-10-10, 3° 7.6.5.2
Article L. 22-10-10, 4° 2.1
Article L. 22-10-10, 5° 7.6.6
Article L. 22-10-10, 6° 2.2.2.5
3.1. Description of the main characteristics of the Company's internal control and risk management systems Article L. 22-10-10, 7° Chapter 6
Article L. 22-10-11 7.8
Article L. 225-68, last paragraph 2.5
1 2 3 4 5 6 7 CHAPTER 8
Additional information
8.
550
Universal Registration Document 2024 | UNIBAIL-RODAMCO-WESTFIELD
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