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Expert Corporate Governance Service (ECGS)
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Unibail-Rodamco-Westfield – AGM 15 May 2020

Press release of 31/3/20 ():

- Withdrawal of the 2020 targets

- Cancellation of the balance of the dividend (€5.40)

ITEMS 9 and 10: The 2020 remuneration policy for members of the Management Board includes a major change: from now on, the TSR performance condition of the options will be subject to a single test at the end of the vesting period (this condition was previously subject to retesting). ECGS had been asking for several years for this retesting practice to end, and it is very appreciable that the company has heard our criticisms on this point. We therefore support the new remuneration policies for members of the Management Board (resolutions 9 and 10).

ITEM 8: Despite this improvement, the existing remuneration policy is unsatisfactory (fixed and total remuneration too high, excessive maximum bonus, excessive maximum long-term amount). However, pursuant to paragraph 2 of II of Article L. 225-100 of the French Commercial Code, only the rejection of the resolution to approve the information report on remuneration (resolution 8) would result in the suspension of the remuneration of the members of the Board and would thus force the Board to present a revised remuneration policy to the general meeting of shareholders. ECGS would like to see the Board propose an amended remuneration policy and we therefore recommend opposing resolution 8.

Underlying
Unibail-Rodamco SE

Unibail Rodamco SE is a France-based commercial property investment company operating in the commercial real estate industry. The Company is engaged in the development, construction, and management of real estate in Europe. Its assets portfolio is divided into three main business segments: Shopping Centers, which include shopping centers in France, Spain, the Netherlands, Denmark, Sweden, Finland, Poland, the Czech Republic, Slovakia and Austria; Offices, comprising a number of business premises, warehouses and workshops located mainly in the Paris central business district and La Defense; and Convention and Exhibition complexes in Paris through two companies, Viparis and Comexposium, which are jointly owned by the Company and the Paris Chamber of Commerce and Industry (CCIP). Viparis manages a portfolio of venues in Paris, while Comexposium operates as an event organizer in France.

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Proxinvest

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Expert Corporate Governance Service (ECGS)

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