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    URW   FR0013326246

UNIBAIL-RODAMCO-WESTFIELD SE

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Unibail Rodamco Westfield : Management Board remuneration – Decision of the Supervisory Board – May 2021

08/05/2021 | 03:36am EST

Decisions of the Supervisory Board with respect to the Long-Term Incentive plans for the Group

The Supervisory Board (SB), upon the recommendation of the Governance, Nomination and Remuneration Committee (GNRC), approved the following decisions regarding the Long-Term Incentive (LTI) Plans for the Group.

  1. Grant of the 2021 LTI plan

As reported in the 2020 Universal Registration Document (URD), the SB, upon recommendation of the GNRC, authorized the grant of the 2021 LTI plan on May 18, 2021, after the 2021 General Meeting (GM). This grant is subject to Performance and Presence conditions in application of the 2021 Remuneration Policy approved by the shareholders at the 2021 GM.

On May 18,2021, a total of 950,295 Stock Option (SO) and 371,846 Performance Shares (PS) were granted to Group employees and MB members representing c.16% of total staff. MB members grants are detailed below:

Total value granted

PS granted

SO granted

in % of the Fixed Income

Jean-Marie Tritant

16,625

42,500

Chief Executive Officer

Fabrice Mouchel

12,469

31,875

Chief Finance Officer

70%

Olivier Bossard

10,806

27,625

Chief Investment Officer

Astrid Panosyan

10,806

27,625

Chief Resources Officer

Ms. Caroline Puechoultres did not participate to the 2021 LTI plan as she joined the Group on July 15, 2021.

LTI awards of all other URW participants is made in the exact same SO/PS proportions as for the CEO and the MB members.

  1. Vesting of the 2018 Performance Shares plans for French tax residents

On May 24, 2018, the MB granted 38,130 Performance Shares under the "LTI Successful Integration Plan". Among these Performance Shares 27,969 were granted to French tax residents participants including MB members.

In view of the uncertainties related to the COVID-19 crisis, the extreme volatility of market conditions and governments having implemented severe restrictions with tough impact on the Group operations, the Group announced on March 23, 2020 the withdrawal of its earnings forecast for 2020. On the occasion of the publication of its accounts for the third quarter of 2020, the Group published on November 1 a new 2020 AREPS outlook. This public earnings forecast was achieved as mentioned in the 2020 annual financial statements published on February 10, 2021.

However, in view of the particular context of the year 2020 and in a concern for shared effort, on the proposal of the MB and upon the recommendation of the GNRC, the SB decided that the achievement of the forecast established for the year 2020 would not be taken into account. Consequently, making use of its discretionary power provided for in the remuneration policy approved at the 2020 GM, the SB decided to reduce in proportion the allocations likely to result from the AREPS criterion for the LTI plans

2018 to 2020, all other terms and conditions remaining entirely unchanged as detailed below:

Performance

measure

Description

Target

Achieved

Weight

Score

Vesting

Comments

Westfield

Completion of the Westfield Transaction

Yes

25%

100%

25%

Transaction

Annual budget

Recurring Earnings

2018 AREPS

€12.91

8.33%

100%

8.33%

The REPS for Unibail-Rodamco in 2018

per Share for

guidance:

was €12.91, exceeding the top bracket

Unibail-Rodamco

Bottom €12.75

of the guidance (€12.90).

on a standalone

Top €12.90

basis, vs stretch

target (top of

guidance given to

shareholders).

Adjusted

2019 AREPS

€12.03

8.33%

100%

8.33%

AREPS reported result was €12.37. The

Recurring Earnings

guidance:

GNRC adjusted it for the impact of

per Share, vs

Bottom €11.80

foreign exchange, IFRS16 and delays in

stretch target (top

Top €12.00

planned disposals. After adjustment,

of guidance given

AREPS was €12.03 vs. the stretch target

to shareholders).

of €12.0.

1

2020 guidance

€7.28

8.33%

0%

0%

Although the AREPS was achieved

withdrawn, then

within the range provided on November

provided on

1, 2020, the GNRC considered the year

November 1, 2020:

2020 not achieved.

Bottom €7.20

Top €7.80

Synergies

Achievement of

€60Mn savings

€80Mn

15%

100%

15%

the announced

cost synergies

Achievement of

€40Mn savings

No

10%

0%

0%

the announced

revenue synergies

Integration

Deployment of Westfield brand vs.

Yes

6.25%

100%

6.25%

strategic plan

Deployment key UR operating processes

Yes

6.25%

100%

6.25%

across URW

New corporate values for the Group

Yes

3.13%

100%

3.13%

Groupwide Talent Review process

Yes

3.13%

100%

3.13%

Employee engagement survey by third-

Yes

6.25%

100%

6.25%

party

TOTAL

100%

82%

On the basis on the performance assessment detailed above, the vesting of 21,800 Performance Shares granted to French tax residents participants under the "LTI Successful Integration Plan" was approved on May 25, 2021. You will find below the detailed vesting information related to MB members:

PS granted

Performance

PS vested

Jean-Marie Tritant

3,883

3,185

Chief Executive Officer

Fabrice Mouchel

2,588

2,123

Chief Finance Officer

82%

Olivier Bossard

3,106

2,547

Chief Investment Officer

Astrid Panosyan

2,588

2,123

Chief Resources Officer

Pursuant to the applicable shareholders' authorisation, these Stapled Shares are subject to a mandatory holding period of 2 years, until May 25, 2023.

The performance achieved is also applicable to Performance Shares granted to the non-French tax residents. Pursuant to the applicable plan rules, these Performance Shares will be delivered on May 25, 2022 provided the presence condition is met on May 24, 2022 as approved by a MB decision.

Regarding the regular 2018 LTI plan, based on the performance assessment detailed in the 2020 URD, the vesting of 16,910 Performance Shares granted to French tax residents participants was approved on March 5, 2021. The vesting of the Performance Shares granted to M. Christophe Cuvillier was postponed until the approval of the 4th resolution submitted to the 2021 GM. As the shareholders approved this resolution, his Performance Shares were delivered on May 17,2021. A summary of the vesting information related to MB members for the regular 2018 LTI plan for French tax residents is set out below:

PS granted

Performance

PS vested

Jean-Marie Tritant

3,370

1,312

Chief Executive Officer

Fabrice Mouchel

2,247

875

Chief Finance Officer

Olivier Bossard

2,696

39%

1,050

Chief Investment Officer

Astrid Panosyan

2,247

875

Chief Resources Officer

Christophe Cuvillier

5,616

2,186

Former Chief Executive Officer

Pursuant to the applicable shareholders' authorisation, these Stapled Shares are subject to a mandatory holding period of 2 years, until March 5, 2023.

  1. Share retention and investment obligation

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 Stapled Shares. The share ownership requirement is 300% of the

2

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 strictly prohibited from using hedging instruments to cover the risk on LTIs and on Stapled Shares owned as a result of receiving PS or of exercising SO.

These obligations apply to the Stock Options and Performance Shares vested and granted in 2021.

3

Disclaimer

Unibail-Rodamco-Westfield SE published this content on 05 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 August 2021 07:35:05 UTC.


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Number of Analysts 18
Last Close Price 63,19 €
Average target price 62,96 €
Spread / Average Target -0,36%
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Jean-Marie Tritant Group Chief Executive & Operating Officer
Fabrice Mouchel Group Chief Financial Officer
Jean-Luc Neez Director-Finance
LÚon Bressler Chairman-Supervisory Board
Olivier Bossard Chief Investment Officer
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