Corporate. Strategy. Activities. Sustainable development. Financial and legal information



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2011 Annual and sustainable development report

Corporate 04 Profile 06 Message from the CEO & Chairman of the Management Board 08 Message from the Chairman of the Supervisory Board 10 2011 performance 12 Stock market performance and shareholders 14 EPRA perfomances measures 16 Corporate governance and risk management Strategy 20 Operations 24 Investment & divestment 26 Development 28 Financial resources 30 Human resources Activities 34 France 36 The Netherlands 38 Nordic Countries 40 Central Europe 42 Austria 44 Spain 46 Men and Women of Unibail-Rodamco 48 Offices 50 Convention & Exhibition Sustainable development 54 2011 highlights 56 A comprehensive strategy 58 Environmental management systems 60 Environmentally-sustainable development projects 62 Cooperation on environmental issues 64 Climate, emissions and energy 68 An efficient, responsible approach to risks and resources 72 Encouraging dialogue and strengthening relationships 76 Corporate citizenship Financial and legal information 80 Portfolio 92 Business review & 2011 results 120 Corporate sustainability 154 Consolidated financial statements 212 Legal information 252 Report of the Chairman of the Supervisory Board

Outstanding to shop, work and exhibit places

Leadership Committed teams, solid results Corporate 04 Profile 06 Message from the CEO & Chairman of the Management Board 08 Message from the Chairman of the Supervisory Board 10 2011 performance 12 Stock market performance and shareholders 14 EPRA performances measures 16 Corporate governance and risk management

04 unibail-rodamco 2011 Annual and sustainable development report corporate Profile Unibail-Rodamco is Europe s leading listed commercial property company with a portfolio valued at 25.9 billion on December 31, 2011. Portfolio by ACtivity* Shopping centres 76% Offices 15% Convention & Exhibition 9% Portfolio by region* France Retail 41% France Offices 13% France Convention & Exhibition 9% Spain 9% Nordic Countries 8% Central Europe 7% Austria 7% Netherlands 6% *As of December 31, 2011, in value including transfer taxes and transaction costs. A clear strategy Unibail-Rodamco is present in three segments of the commercial real estate industry: shopping centres, office buildings, and convention and exhibition venues. The Group focuses on large, high-quality shopping centres in major European cities with high population density and wealthy catchment areas. It invests in assets with reversionary potential that can be captured through superior operational management and through development opportunities such as extensions and renovations. 51 of the Group s 74 shopping centres receive more than 6 million visits per annum. A commitment to value creation 1,500 employees create value for shareholders through an integrated approach combining property and asset management, investment and development. The Group constantly reinforces the tenant mix and customer experience in its retail assets to make them more attractive and increase footfall. Present in 12 European countries, Unibail-Rodamco is a natural partner for retailers seeking to enter or expand in these markets. In the office segment, Unibail-Rodamco focuses on modern and efficient buildings of more than 10,000 m², primarily in Paris, where there is strong demand due to a lack of new construction and the obsolescence of the existing offer. Investments are driven by development and renovation opportunities. The Group also owns and operates the major convention and exhibition centres of the Paris region in joint venture with the Paris Chamber of Commerce and Industry. With 10 venues in Paris, VIPARIS is a formidable competitor in this increasingly international activity. The development pipeline, which mainly consists of offices in Paris and shopping centres across Europe, creates further value. At end 2011, the pipeline covered 1.4 million m² and had an estimated total investment cost of 6.9 billion. Financial strength and stability Unibail-Rodamco is listed on Euronext. It is a member of the CAC 40, AEX and Dow Jones EURO STOXX 50 indices. Its commitment to environmental, economic and social sustainability has been recognised by inclusion in the DJSI (World and Europe), FTSE4Good and STOXX Global ESG Leaders indices. The Group benefits from a strong balance sheet with a conservative LTV of 37%. With an A rating from Standard & Poor s and Fitch, it has the strongest rating in the industry.

05 Present across Europe helsinki Stockholm NORDIC COUntries 10 shopping centres 356,400 m² GLA 53 million visits per year Netherlands 5 shopping centres 285,400 m² GLA 35 million visits per year* *Figures for 5 shopping centres only COPEnhagen AmstERdam the hague france 33 shopping centres 1,197,100 m² GLA 353 million visits per year PARis Lille Prague ViennA BratiSLAva WARSAW CENTRAL EUROPE 8 shopping centres 338,400 m² GLA 99 million visits per year Bordeaux lyon nice austria 3 shopping centres 299,100 m² GLA 51 million visits per year Madrid valencia BARCELOna offices and convention & exhibition venues in PAris Seville SPAIN 15 shopping centres 549,200 m² GLA 127 million visits per year Offices 15 office buildings 398,122 m 2 total GLA Including two offices in Lyon Convention & Exhibition 10 venues 616,300 m 2 GLA

06 unibail-rodamco 2011 Annual and sustainable development report corporate

07 Message from the CEO & Chairman of the Management Board Guillaume Poitrinal Unibail-Rodamco s consistent strategy to focus on large, high footfall shopping centres in the best locations in European capital cities is proving its value in the current tough, unpredictable and volatile retail environment. The Group s 2011 results, which exceed expectations, demonstrate that it is possible to beat negative macro trends, by offering customers and retailers unique shopping and leisure experiences; with a combination of the latest trends in retail as well as modern, safe and pleasant environments. In 2011 there was an increase in shop openings of various distinct premium retailers such as Apple, Hollister, Aldo and Forever 21, in many of the Group s malls for the first time. The outperformance of footfall and tenant sales versus national indices speaks for itself. In 2011, Unibail-Rodamco made significant progress in streamlining its asset base. The non-core asset disposal programme which, since it began in 2007, has generated some 5.6 billion in disposal proceeds, is now close to finalisation. Investments in existing assets, and the acquisition of new core assets further improved the overall quality of the portfolio, leaving the Group with some 74 shopping centres, of which 51 well located high footfall malls that represent 88% of the Group s investment in retail. However, size and location are not enough to make the difference for an increasingly critical consumer public and the increasing influence of on-line retail sales. That is why the Group s operational focus on redesigning (improving the mall s attraction for retailers and consumers), re-tenanting (introducing retailers that will attract more people) and re-marketing (actively promoting the centre in its catchment area) is relentlessly pursued. Attention to every detail is critical and is demanded from the Group s committed professional teams across the portfolio. In 2011, the Group made further inroads in various development projects in both the retail and office divisions. This year several high profile projects moved into the construction phase, such as the Forum des Halles renovation/extension works, the Aeroville project, the Cerný Most extension and the Majunga office tower. The Group reached final agreements on the construction of the Mall of Scandinavia, due to start in 2012. Several projects are expected for delivery in 2012 such as Lyon Confluence, El Faro, SO Ouest retail and offices. The Group is very pleased to have been recognised on several occasions in the year for its substantial contributions to sustainable development. The size of the development pipeline grew to 6.9 billion, with the inclusion of projects like Bubny in Prague and extensions of Chodov and La Maquinista. Access to the financial debt markets remains critical to the Group s success. The Group s excellent A credit rating has been instrumental in successfully issuing several public bonds at very attractive rates, as well as in renewing existing, and in signing new lines of credit with various banks. In total, the Group obtained more than 3 billion in new debt in 2011 at attractive pricing conditions. Looking forward to 2012, it is prudent to remain cautious. The challenges in the economy are complex and unprecedented without a clear roadmap to recovery. However, even in this environment the Group is well positioned to outperform and to show continued growth in recurring income, based on its unique asset portfolio, asset management style, development pipeline, governance and its highly committed team of professionals. Finally, I would like to thank Robert van Oordt, who will resign following the next AGM on 26 April 2012 in accordance with the statutory age considerations, for his exceptional and long-standing contribution to the Group. Robert was Rodamco Europe s interim CEO (from 2000-2001), its Supervisory Board Chairman (from 2001-2007) and became Unibail-Rodamco s first Supervisory Board Chairman in 2007. In this regard, I take this opportunity to highlight, in particular, Robert s dedication to the success of the merger between Rodamco Europe and Unibail. Under the new Chairmanship of Robert ter Haar, an experienced and longstanding Rodamco Europe and Unibail-Rodamco Supervisory Board member, the Management and Supervisory Board s continued commitment to excellence in governance is assured.

08 unibail-rodamco 2011 Annual and sustainable development report corporate Message from the Chairman of the Supervisory Board Robert F. W. van Oordt This is my last message to the shareholders of Unibail-Rodamco S.E.. At the next AGM on 26 April 2012, I will retire as Chairman of the Supervisory Board in accordance with the age limit considerations laid down in the Company s Articles of Association. I am delighted that the Supervisory Board, during its meeting of 5 March 2012, unanimously agreed to appoint Rob ter Haar, a Unibail-Rodamco SB member since 2007, as my successor. To properly condition the Group to meet its future challenges, important changes were made in 2011 in the structure and composition of Unibail-Rodamco s Management and Supervisory Boards. On the Management Board, Michel Dessolain, an experienced and long standing member, was appointed to the new position of Chief Strategy Officer while Christophe Cuvillier joined Unibail-Rodamco as Chief Operating Officer. For the Supervisory Board, I d like to take the opportunity to thank Henri Moulard and Bart Okkens, two long standing members of the Unibail, Rodamco Europe and Unibail-Rodamco Boards, who retired at the 2011 AGM, for their many valuable contributions. I further highlight the arrival of three new members to the Supervisory Board in 2011: Marella Moretti (Italian), José Luis Duran (Spanish) and Herbert Schimetschek (Austrian); further enhancing the Board s diversity, experience and skill set. In May 2011, the Enterprise Chamber of the Amsterdam Court of Appeal rendered its final judgment in the buy-out procedure which formalised Unibail-Rodamco s 100% ownership of the shares in Rodamco Europe. In October 2011, the Supervisory Board held its annual strategic retreat in Barcelona, at the time the Group announced its successful acquisition of the Splau shopping centre in the south of this large metropolis. The Supervisory Board had the pleasure of meeting the members of the Spanish management team, received a comprehensive briefing on the Group s activities in the region and engaged in discussions with the Management Board regarding the Unibail-Rodamco s overall performance, future strategy and objectives. The Supervisory Board met 7 times in 2011 with 95% overall attendance. In December 2011, the Supervisory Board performed its annual selfassessment. A summary of the 2011 Supervisory Board activities and the main conclusions of the 2011 self-assessment are summarised on page 256 of the Chairman s Report in this annual report. The years to come will, most likely, be equally challenging as those experienced since the merger in 2007. In that context, I strongly believe that the successfully accomplished restructuring of the Group s portfolio focusing on its very best assets with maximum growth potential and the continued dedication, skill and efficiency of its management and employees will continue to deliver outstanding results.

09 Members of the Unibail-Rodamco Supervisory board, FROM left to right: Jean-Louis LAURENS; Mary HARRIS; Frans J.G. M. CREMERS; Alec PELMORE; François JACLOT (Vice Chairman); Robert F.W. VAN OORDT (Chairman); Marella MORETTI; Herbert SCHIMETSCHEK; Rob TER HAAR; Yves LYON-CAEN; José Luis DURAN.

10 unibail-rodamco 2011 Annual and sustainable development report corporate 2011 performance Increasing rental income and outperforming tenants sales led to solid results in 2011. The acceleration of the introduction of international premium retailers as well as active tenant rotation led to significant rental uplifts in the Group s shopping malls. Recent extension/ renovation completions in the portfolio proved highly successful in 2011, confirming the Group s strategy to constantly upgrade its portfolio of large shopping centres. Three quarters of the Group s large assets portfolio will have undergone a complete refurbishment by 2014. The Group divested 1,084 Mn of non-core retail and 242 Mn of office assets in 2011, at an average 7.8% premium over latest externally appraised values. This brings the total value of divestments since mid-2007 to 5.6 Bn. In the office sector, the Group is preparing for the future in an environment of low supply of prime assets and limited vacancy. The Group s EPRA triple net asset value per share rose to 130.70 at year-end 2011, increasing by 4.9% year on year. The Going Concern nav per share, which includes transfer taxes and excludes deferred capital gains taxes, stands at 143.10/share. The Gross Market Value of the portfolio now stands at 25.9 billion, with average yields standing at 5.5% for shopping centres and 6.6% for the occupied office portfolio. The 2011 recurring earnings per share (REPS) of 9.03 represent a -2.6% decline against 2010. This outperforms the minus 3% to minus 5% outlook announced early 2011. Corrected for the -6.5% REPS impact of the 20/share ( 1.8 Bn) exceptional distribution in October 2010, the 2011 REPS shows good underlying growth. The results reflect good like-for-like performance in all business lines, low cost of debt, and decreasing overhead costs. Based on the Group s REPS of 9.03, the Group will propose to the Annual General Meeting to declare a dividend of 8.00 per share in cash. This represents a pay-out ratio of 89%, within the Group s dividend pay-out ratio policy of 85-95%. NET RENTAL INCOME (NRI) (in million ) 2010 2011 1,257 1,262 RECURRING EARNINGS PER SHARE (REPS) (in ) 2010 2011 9.03 9.27 DISTRIBUTION PER SHARE (in ) 2010 2010 2011 8.00 8.00 * Exceptional Distribution 20.00 *Subject to approval from the Annual General Meeting of Shareholders

Members of the Management board, FROM left to right: GuillAUMe Poitrinal Chief Executive Officer and Chairman of the Management BOARd; Peter van Rossum Chief Financial Officer; Catherine Pourre Chief Resources Officer; Christophe Cuvillier Chief Operating Officer; Michel Dessolain Chief Strategy Officer; Jaap tonckens chief investment officer. Net Rental INCOME (in million ) Shopping Centres Offices 2011 2010 Growth % Growth % like-for-like France 499 481 3.9% 4.9% Netherlands 75 105-28.4% 1.2% Nordic Countries 90 95-5.0% 7.0% Spain 129 123 4.5% 2.0% Central Europe 101 79 27.5% 4.9% Austria 90 78 14.5% 8.0% Net Rental Income 984 961 2.4% 4.6% France 155 174-10.6% 3.5% Other 29 33-9.9% 8.7% Net Rental Income 185 206-10.5% 4.2% Convention & Exhibition Net Rental Income 93 90 3.5% 3.5% Total Net Rental Income 1,262 1,257 0.4% 4.4% Key Consolidated INDICATORS (in million ) 2011 2010 Growth % Growth % like-for-like Net Rental Income 1,262 1,257 0.4% 4.4% Valuation movements and gain on disposals 1 904 1,806 Net profit, Group share 1,328 2,188 of which net recurring profit, Group share 830 848-2.2% Recurring earnings per share 9.03 9.27-2.6% Regular distribution per share 2 8.00 8.00 Exceptional distribution per share 20.00 NET ASSET VALUE (NAV) ( /share) Dec 31, 2011 Dec 31, 2010 Going-Concern Net Asset Value per share 143.10 136.50 Fully diluted liquidation Net Asset Value per share 130.70 124.60 1. Excluding fair value adjustment of financial instruments. 2. Subject to approval from the Annual General Meeting of Shareholders.

12 unibail-rodamco 2011 Annual and sustainable development report corporate Stock market performance and shareholders Shareholding structure Unibail-Rodamco has been listed on the Paris Stock Exchange since 1972 and included in the CAC 40 index since June 18, 2007. On December 31, 2011, the Group had a market capitalisation of 12.8 billion 1. As a result of the merger with Rodamco, the Group has also been included in the Dutch AEX Index since June 22, 2007. On February 8, 2010, Unibail-Rodamco entered the Dow Jones Euro Stoxx 50 Index. Unibail-Rodamco has a large and diverse international shareholding base, which is mainly composed of institutional investors based in the United States, the Netherlands, the United Kingdom and France. On January 1, 2012, none of Unibail-Rodamco s shareholders had declared holdings of more than 10% of the issued share capital. The principal known investors, with holdings of between 5% and 10% 2, include APG and Amundi. Stock market performance Stock market value creation is measured by Total Shareholder Return (TSR). TSR indicates the total return obtained through ownership of a share over a given period of time. It includes dividends (or any other distribution) paid and any change in the company s share price. Annualised TSR for Unibail-Rodamco shares with dividends (or any other distribution) reinvested amounted to: 17.9% per annum over a 10-year period between December 31, 2001, and December 31, 2011, compared with -0.6% for the CAC 40 index and 8.3% for the EPRA 3 property investment companies performance index (Euro zone). 12.9% per annum over the period between April 28, 2005 4, and December 31, 2011, compared with 0.5% for the CAC 40 index and 1.4% for the EPRA property investment companies performance index (Euro zone). -1.1% per annum over the full year 2011, compared with -13.4% for the CAC 40 index and -14.3% for the EPRA property investment companies performance index (Euro zone). Traded volumes In 2011, the number of shares traded slightly decreased to an average daily volume of ca. 404,000 shares compared to 443,000 shares in 2010. In parallel, the average daily traded capitalisation increased to 65.5 million in 2011, compared to 64.3 million in 2010. 2012 distribution schedule Unibail-Rodamco s current distribution policy is to pay out between 85% and 95% of the financial year s net recurring earnings per share. At the General Meeting to be held on April 26, 2012, the Board will propose a distribution of 8.00 5 per share for the 2011 financial year. Subject to approval of the General Meeting, the distribution will be paid in one payment of 8.00 per share in May 2012. 1 - Including 8,173 ORAs outstanding at December 31, 2011. 2 - Based on latest ownership threshold disclosures received. 3 - European Public Real Estate Association (www.epra.com). TSR for EPRA Euro Zone index is calculated with gross dividend reinvested. 4 - Date of the appointment of Mr Guillaume Poitrinal as CEO of the Company. 5 - Subject to approval of the Annual General Meeting of shareholders. Investor and shareholder relations contacts Website: www.unibail-rodamco.com Investor relations: Tel.: +33 (0)1 53 43 72 01 investors@unibail-rodamco.com Financial services for shares and dividends Crédit Agricole Caisse d Epargne Investor Services (CACEIS) Service Emetteurs-Assemblées 14, rue Rouget de Lisle 92862 Issy-les-Moulineaux Cedex 9 France Tel.: +33 (0)1 57 78 32 32 Fax: +33 (0)1 49 08 05 82

13 Change in share price and traded volumes since 2005 Volume in million euros 30,000 Share price in euros 250 25,000 200 20,000 15,000 10,000 150 100 Closing price on December 31, 2011: 138.9 5,000 50 0 2005 2006 2007 2008 2009 2010 2011 Traded volume rolling over 12 months (in million euros) Closing share price monthly average (in euros) 0 Relative performance OF Unibail-RodAMCO s share 6 (rebased to 100 as at April 28, 2005 7 ) 280 260 240 220 200 180 160 140 120 100 80 60 04/05 06/05 08/05 10/05 12/05 02/06 04/06 06/06 08/06 10/06 12/06 02/07 04/07 06/07 08/07 10/07 12/07 02/08 04/08 06/08 08/08 10/08 12/08 02/09 04/09 06/09 08/09 10/09 12/09 02/10 04/10 06/10 08/10 10/10 12/10 02/11 04/11 06/11 08/11 10/11 12/11 Unibail-Rodamco (dividend reinvested) EPRA 8 Euro zone index (dividend reinvested) CAC40 (dividend reinvested) 6 - As at December 31, 2011. 7 - Date of the appointment of Mr. Guillaume Poitrinal as CEO of the Company. 8 - European Public Real Estate Association (www.epra.com).

14 unibail-rodamco 2011 Annual and sustainable development report corporate EPRA performance measures Unibail-Rodamco complies with the Best Practices Recommendations (BPR) established by EPRA 1, the representative body of the real estate industry in Europe. These recommendations, which focus on the key measures that are seen to be of most relevance to investors, are intended to make the financial statements of public real estate companies clearer, more transparent and comparable across Europe. 1. EPRA Earnings (in /share) 2009 2010 2011 9.19 9.27 9.03 2. EPRA NET ASSET VALUE (NAV) (in /share) 2009 2010 2011 129.20 133.30 137.50 3. EPRA TRIPLE NET ASSET VALUE (NNNAV) (in /share) 2009 2010 2011 128.20 124.60 130.70 4.i. EPRA Net Initial Yield (NIY) shopping centres 2009 2010 2011 5.2% 5.4% 4.i. EPRA Net Initial Yield (NIY) offices 2009 2010 2011 5.6% 5.5% 1 - European Public Real Estate Association (www.epra.com).

15 4.ii. EPRA topped-up NIY shopping centres 2009 2010 2011 5.4% 5.6% 4.ii. EPRA topped-up NIY offices 2009 2010 2011 5.7% 5.9% 5. EPRA Vacancy Rate shopping centres 2009 2010 2011 1.7% 1.7% 1.9% 5. EPRA Vacancy Rate offices 2009 5.6% 2010 2011 7.1% 7.3% Definition Reference 1. EPRA Earnings Recurring earnings from core operational activities Page 118 2. EPRA NAV Net Asset Value adjusted to include properties and other investment interests at fair value and to exclude certain items not expected to crystallise in a long-term investment property business model 3. EPRA NNNAV 4.i. EPRA Net Initial Yield (niy) EPRA NAV adjusted to include the fair values of (i) financial instruments, (ii) debt and (iii) deferred taxes Annualised rental income based on the cash rents passing at the balance sheet date, less non-recoverable property operating expenses, divided by the market value of the property, increased with (estimated) purchasers costs Page 118 Page 118 Page 118 4.ii. EPRA topped-up niy 5. EPRA Vacancy Rate This measure incorporates an adjustment to the EPRA niy in respect of the expiration of rent-free periods (or other unexpired lease incentives such as discounted rent periods and step rents) Estimated Market Rental Value (ERV) of vacant space divided by ERV of the whole portfolio Page 118 Page 118

16 unibail-rodamco 2011 Annual and sustainable development report corporate Corporate governance and risk management Unibail-Rodamco has a two-tier governance structure designed to ensure balanced, responsible decisionmaking and sustainable economic growth. The Supervisory Board The Supervisory Board, chaired by Mr. Robert van Oordt, exerts oversight and control over the Management Board and the general affairs of the Group. Supervisory Board members participate in regular review sessions on subjects including market and industry developments, financial and legal matters, sustainable development, risk management, and governance 1. The Board is assisted by two committees which focus on specific aspects of its supervisory responsibilities: the Audit Committee, and the Governance, Nomination and Remuneration Committee. The Supervisory Board is committed to diversity in its membership in expertise, age, gender and nationality. On 31 December 2011, all members qualify as independent according to the criteria defined in the Supervisory Board Charter, based on the AFEP-MEDEF French Corporate Governance Code criteria. The Supervisory Board reviews the independence of its members and its functioning annually in accordance with AFEP-MEDEF best practice. The Management Board The Management Board is comprised of 6 members, chaired by Mr. Guillaume Poitrinal. The Management Board s duties include developing and carrying out the Group s strategy within the approved risk profile, effectively structuring and staffing the organisation, applying consistently the principles of sustainability to operations and developments, and achieving and properly reporting on financial targets and results. The Board operates under its own Charter and is overseen by the Supervisory Board. The Code Of Ethics The fundamental principles, values and standards that govern the Group are described in Unibail-Rodamco s Code of Ethics. It sets out the Group s policy on respect for human dignity, respect for employees work and non-discrimination, on loyalty, integrity and conflicts of interest, on ethical ways of doing business, and on the treatment of confidential information. In particular, it prohibits the giving and/or receiving of bribes or other unlawful payments, promotes respect for all applicable laws, and places clear restrictions on the giving and/or receiving of gifts. Violation of the Code may lead to disciplinary and legal action. In addition to legal regulations, employees are required to respect internal procedures in stock-market transactions when they relate to shares or related financial instruments in the Group or its listed subsidiaries and closed periods prior to the publication of the half-year and annual accounts. All employees are required to disclose any contractual relationship, any delegation of powers or interest in any competitor, supplier or customer of the Group. They must alert the Group to real or potential conflicts of interest arising from direct or indirect personal interests. As a signatory of the UN Global Compact, Unibail-Rodamco has undertaken to promote the application of fundamental values with respect to human rights, labour, the environment and corruption.

17 Risk management The overall risk philosophy of the Group can be described as conservative, with an emphasis on accepting the risks that determine the nature of the business, such as fluctuations in the value of assets, vacancies, volatility in market rents, or risks associated with development activities. Key risks are assessed using a standard, Group-wide risk analysis framework and risk maps are used to rank exposure on the basis of probability and magnitude. Sensitivity analysis is also conducted at Group level. Other risks, notably interest rate and exchange rate risks, are closely managed and actively hedged. Financing risks related to potential breaches of loan covenants are minimised through a conservative financing policy, which has served the Group very well during recent years. The table below shows the potential impact of three types of risk on recurring result and equity. The Group s internal audit department carries out regular, risk-oriented audits of operational and functional activities according to an annual audit plan. The final audit reports are addressed to the departments concerned and the Management Board. An action plan is subsequently drawn up, implemented and followed up. The Internal Audit Department reports directly to the Chief Executive Officer and to the Chairman of the Audit Committee. The Articles of Association, the Code of Ethics and the Management and Supervisory Board charters are available on the Group website: www.unibail-rodamco.com. 1 - Full details of the Group s corporate governance structure and risk management approach are provided in the Report of the Chairman of the Supervisory Board and the Legal Information chapter. 2 - On shopping centres and offices (including transfer taxes and disposal costs). Type of risk Interest rate +50 bps Swedish Krona/ Euro -10% Asset yields 2 +25 bps Impact on recurring result Impact on equity - 1.8 million - - 1 million - 94 million - - 954 million

Places Aspiring the iconic, but always exceptional Strategy 20 Operations 24 Investment & divestment 26 Development 28 Financial resources 30 Human resources

20 / 21 unibail-rodamco 2011 Annual and sustainable development report The third most visited shopping centre in the Group s French portfolio, La Part-Dieu, uses colours and shapes to offer shoppers a unique, creative and modern environment.

Strategy orporate strategy & business overview The quality of the Group s asset portfolio and integrated operational strategy again proved its worth in 2011. Unibail-Rodamco is unrelenting in its mission to continuously improve the attractiveness of its shopping centres for visitors and tenants, ensure profitable growth and continue its superior track record of creating shareholder value. Unibail-Rodamco focuses on large, high-quality shopping centres in major European capital cities. The scale of the Group s European portfolio, coupled with important renovation, extension and repositioning projects undertaken in recent years, makes Unibail-Rodamco the preferred partner for international premium retailers. Prime retailers are increasingly focusing their attention towards the creation of flagship stores, where they can create a dialogue with customers, showcase products, and support their brand identity. While online sales channels offer convenience and value, the potential for flagship shopping centres and flagship stores to offer a memorable, sensational shopping experience is consolidating their central position in the retail landscape. Unibail-Rodamco s prestigious assets offer these retailers direct access to new markets and large numbers of potential customers, in exciting shopping environments that are well aligned with their positioning and image. Cutting-edge retailers This is borne out by the sharp increase in the number of new leases signed with premium international retailers in 2011: 104 new leases, were signed compared to 48 in 2010. Having introduced Hollister (Abercrombie & Fitch Group) to Spain in 2010, Unibail-Rodamco welcomed their first four stores in France, as well as their first stores in Sweden and Vienna. 7 Apple Stores are now open in Unibail-Rodamco assets while the first Forever 21 store in Spain was launched in La Maquinista in May 2011. These exciting additions to the retail offering fuel customer preference for the Group s shopping centres and reinforce a virtuous circle whereby higher sales attract other high quality retailers and drive higher rents. Carré Sénart, for example, saw sharp growth in footfall thanks to the arrival of premium brands such as Apple, Hollister, Kiko and Jack&Jones.