Unibail-Rodamco-Westfield SE (URW) Earnings Call Transcript & Summary

May 12, 2021

Euronext Paris FR Real Estate Retail REITs shareholder_meeting 62 min

Earnings Call Speaker Segments

Leon Bressler

executive
#1

Ladies and gentlemen, dear shareholders, welcome to this Annual General Meeting. It's a great honor and a great pleasure to organize this first AGM since my appointment as the President of the Supervisory Board. Now during 2020 and during the first few months of 2021, our group has demonstrated extraordinary resilience against a very complex operational backdrop. We have opened 70 -- only 70 days before the first lockdown in 2020 and remained closed today. A very significant closure. And subject to severe restrictions, we continue to deal with the closures of all shopping centers, convention and exhibition centers. Against this very troubled backdrop, our teams have demonstrated total commitment to ensure that nothing would prevent people returning to our shopping centers, thanks to a very exemplary health and safety protocol in our malls. Alongside this, our group continues to work in partnership with its tenants to navigate together through these very choppy commercial waters. Despite the restrictions, URW has benefited return of clients and consumers to its high-quality assets, once restrictions were either eased or lifted. Nevertheless, the performance of the group has been strongly impacted during 2020 as during the first quarter of 2021, Q1. And against this backdrop, the Board of Directors forecasts 2021 being adversely impinged upon. So -- and there'll be severe restrictions which will affect the group well beyond Q1, the first quarter. Now there is a bit of optimism here. We've decided -- we think -- we've seen signs of the situation returning to normal once restrictions have been eased because there's the pent-up demand from our clients for our shopping centers. The returning strength of the footfall of the customer frequency in the United Kingdom is an encouraging sign. We expect to see that in all markets. And throughout the first few weeks after reopening, the customer footfall reached 75% of the level of 2020 with 1.2 million visits, despite the closure still underway of restaurants and indoor leisure centers. Now more than ever before, our group remains a solidarity-oriented player and contributes to the collective effort against the COVID-19 pandemic. URW has reviewed its commitments and continues to focus its commitments as part of its CSR strategy, Better Places 2030, with 245 initiatives, which were deployed across all markets. Now the environment remains a priority for the company. And subject to the execution of the contracts signed, URW has already done EUR 1.37 billion regarding its objective of EUR 4 billion of disposal before 2022 or the end of 2022. In terms of governance over the last few months, now there have been important changes that have taken place. We've got a new Board of Directors has been put into place. And subject to the votes of this Board, the Supervisory Board will be renewed in depth with the appointment of 6 new members out of a total of 9. Now the Supervisory Board wishes to thank all those -- the members of the Board, the members of the Supervisory Board who are going to leave or have left these decision-making bodies for the commitment that they've demonstrated for this company despite the very troubled and complex operating environment. And now a focus on the execution of projects. The group now has major -- has a robust governance system, a revisited organizational system with stronger and better assets. Our assets, our shopping centers, our resource structures are trump cards up our sleeves to succeed in the future. Now due to the health conditions, or to protect the health and safety of all people, clients, customers, shareholders, our AGM is being held exceptionally in camera in accordance with the decree of December 2020, focusing on the rules of meetings and the deliberations of Annual General Meetings due to the COVID-19 epidemic. Now the speeches will be -- there will be simultaneous translation or simultaneous interpreting provided for our English-speaking shareholders, who I welcome today. Alongside me, Jean-Marie Tritant, who is our Chief Executive; Fabrice Mouchel, Director of Finance; and David Zeitoun, who is the Legal Affairs Director of the group. And in accordance with the rules, I'm opening up this AGM for the shareholders. Now pursuant to the decree of 18th December, 2020, the Supervisory Board appointed on the 15th of April, 2021, Amundi Asset Management and Rock Investments as returning officers for this Annual General Meeting. David Zeitoun, to my left, will act as the Annual General Meeting Secretary. I will, therefore, give the floor to Mr. Zeitoun to remind us of the conditions under which this AGM is being held.

David Zeitoun

executive
#2

Thank you, Mr. Chairman. And the organization of this AGM took place in accordance with the current rules. We provided the appropriate documents and the new resolutions for the shareholders, all information documents required for by the law were made available to shareholders, both on the site of the company in accordance with the legal and regulatory provisions. This AGM will be rebroadcast live on the Internet site. There will be a video recording, which will be available on the website afterwards. Mr. [ Raphael Berut ] has been tasked for the auditing of our accounts. And our auditors will be represented with Mr. Emmanuel Gadret, who will present the conclusions of their audit. Now concerning the quorum for the AGM based on 138 million or over shareholders, a little bit more than that. And I'd like to point the that shareholders had the possibility of expressing the votes on a remote basis up to Tuesday, 11th of May by 5:00. And you could also send them in by land mail as well. Now turning to the attendance sheet drafted by BNP Paribas and register, the shareholders who represent or voted bring together around 95 million -- a little more than 95 million shares. That's a certain percentage of the voting rights. So we, therefore, reached the legal quorum. Now regarding this AGM in camera, it -- now the members of the Bureau will be signing the attendance sheet.

Leon Bressler

executive
#3

So thank you very much for all these bits of information. I'd like to point out the AGM is, therefore, meets all the legal requirements and can -- is, therefore, in a position to deliberate. Now regarding the brochure for organizing this AGM and inviting you, it's also available on the Internet. Now -- I'm now going to give the floor to Jean-Marie Tritant, who is the Chief Executive and the Chairman of the Board of Directors to talk about the company's operations.

Jean-Marie Tritant

executive
#4

Good morning, ladies and gentlemen, dear shareholders. Thank you. Welcome to this AGM 2021 of Unibail-Rodamco-Westfield, a company which I've had the honor of running since the 1st of January 2021. It's a great honor for me, who joined this company in 1997, under the chairmanship of Leon Bressler, and I'd like to thank him again for his trust. Before going to the details, I want to thank all our teams for their commitment. Now throughout '21 and even today, they've demonstrated remarkable commitment and tenacity, given the exceptional circumstances of this crisis. Now your company's [ continued to support ] against particularly difficult backdrop. And we've seen return of clients with the easing conditions. So the first quarter of 2021 was extremely difficult, restricted conditions and total and long closures, mainly in Europe. At the same time, we witnessed a strong uptick in growth in the United States, thanks to the major vaccination process, which has enabled easing restrictions during Q1. And these -- we continue to attract major brands and upcoming brands. So we're working with them for -- in a sector which is in the throes of change. The Directors' teams are fully focused on the execution of our projects and on their operational performance and reducing the debt levels of the group, which enable URW to emerge stronger from this crisis and to take full advantage of the upswing in economy. During Q1 of 2021, our brands were closed up to 41 days compared to 13 days during the previous year. Now 57% of our shopping centers were closed with the exception of essential stores, and 36% of our shopping centers are still closed as I speak today. When we opened, we applied a very rigorous health protocol, and we are still subject to restrictions in terms of capacity and keeping certain shops closed like restaurants, leisure centers and sports and fitness centers. Now our shopping malls in the United States remained open, but more or less severe restrictions depending in the state and county in which they find themselves. Against this backdrop, the gross rental revenue is down compared to the same period in the prior year. That can be explained by the rental franchise decided upon local authorities, the bankruptcies and the reduced operational performance of brands. The sales activities has been satisfactory during this difficult period. But we're up by certain basis points compared to 31st of December 2020. Now during this Q1, we've reduced our rents and there's been grants or credit -- loans have also been granted. Now the rental percentage has also improved as negotiations continue. Now as was the case in 2020, during the opening of our shopping centers and with the easing restrictions, we've seen a constant uptick of turnover in the United States in shopping malls. In March 2021, our American flagship stores, our World Trade Center and Westfield, San Francisco Center, which were strongly impinged upon by work from home, reached 93% of the turnover achieved in March 2019. We've seen -- had the same observation in Europe, in Sweden, Austria and Spain, where stores were open, same high-level turnover. Turnover was 73%, 79% and about 89% during this first quarter. Now the opening of our 2 London centers with restrictions has borne out the appetite of consumers for our shopping centers. And as my colleague pointed out, we've had 1.2 million visits in terms of footfall in London. And the 4 weeks since the opening up, about more than 4 million visits. That's to say, 70% of the frequency weight for the same period in 2020 despite the fact that restaurants and leisure centers were still closed. Now the success of the reopening process has illustrated, well, appetite of clients and consumers to come back to our high-quality sites. It's been translated by the strong appetite for the events that we organize, whilst respecting health and safety protocols. Now for the examples, you can see on the screen, I'd like to mention the centers of Arkadia in the town of Wroclavia in Poland. But also the closing concert of a jazz festival. The welcome capacity was around 100 people and the tickets sold like hot cakes in advance. And we provided support to the local community artists who were strongly impinged upon by the health crisis. And we created a large amount of footfall in our shopping centers. These experiences are a key factor, which enables us to stand out from the crowd, not only did they increase our footfall, but they increased customer loyalty. With a large amount of cases signed, we've seen a drop in activity compared to 2019 in terms of rental surface as well. During the Q1 '20, it was strongly impinged upon. All our centers were strongly impinged upon, and our brands had to review their strategies. During the second half, although negotiations were underway, we saw an uptick in the economy following the restart-up of our brands and stores. So our level of rental income in terms of renewal for renewal of leases and new leases bounced up significantly due to our partnership-based approach. The strength of our assets made us a partner of choice, and this is a trend that we've seen continue during Q1 of 2021. Against this backdrop, I'm proud to announce that we signed in March with Hermès, Westfield Topanga in Los Angeles, a commercial lease, a shop of 700 square meters, which will be the second-largest store of this prestigious French brand. There are about 80 million -- probably 80 million habitants. [indiscernible] about 1/4 of the local population. This position us as a privileged commercial partner. We can see that in choices of new emerging trade actors have decided to join our shopping centers and malls. They're demanding regarding their first store because they seek to build up a brand, to acquire clients and to increase -- to generate turnover. So for example, electrical vehicles manufacturer launched its first model last September. And the first 6 stores were in our Westfield centers in the San Jose Valley near Silicon Valley and also in Los Angeles. And automotive industry, which is in the throes of change, is actually increased presence in shopping centers due to the emergence of Tesla, which elected to have shopping centers to showcase its brand. Now there's also growth on the Internet as well due to e-gaming, which is an important constituent part of commercial diversification. Our sales teams are working on an ongoing basis to identify new opportunities for our business portfolio. Now our capacity to deliver new shopping centers with high commercialization rate, it's the best proof of -- for our partners, but people want to have exceptional brands also in exceptional locations. The latest example is opening in March last, in the Westfield Mall of the Netherlands in the region of The Hague in the Netherlands, which was pre-rented out, pre-rented out up to 92% and generated a very large footfall during the first weekend despite a closed cinema, despite closed restaurants as well. And people had to reserve 4 hours in advance before going into a store. With easing of the health conditions in the Netherlands, we expect to see a constant increase in the shopping sector and that its successfully will be borne out in the future. And now the dominant shopping centers in the key catchment areas continue to attract investors as was shown by the first few operations during -- in Q1 '21. We talked about the full sale of Aupark in Bratislava, our only center in Slovakia, and which we'll be gradually selling off through to 2024. We've signed off around 60% or more. And subsequent to that, the partner -- enhanced partnership with Predica, which is a subsidiary of Crédit Agricole Assurances, which has joined us in Shopping City Süd in Austria. This partnership was initiated with the disposal of 4 assets. This partnership is part of a rationale developed over several decades for La Maquinista, Forum des Halles, Parly 2 and Rosny 2 with institutional -- with prestigious institutions -- ventures, so like Axa. Now we've also got valuations online. These contribute to reducing the debt level of the group, and we reached -- we managed to achieve a significant percentage of our disposal strategy last year, too. Now the attention that we pay to operational performance and reducing the group's debt level hasn't deviated from our corporate social responsibility, so CSR, Better Places 2030. Now we deployed 245 initiatives last year, such as setting up COVID tracing centers and providing a large amount of personal protection equipment to 33 different organizations and installing vaccination centers in our shopping centers. As part of our strategy Better Together, we've achieved significant progress as part of our approach to promote diversity and inclusion regard -- ensuring that women occupy 40% of management positions by 2025. Now finally, we're proud to announce that our commitments for reducing greenhouse gas emissions have been validated by the science-based target initiative as being compliant with the Paris Agreement. Now 2021, like 2020, will be an extremely difficult year. And we'll continue to try and overcome difficulties, to prepare the economic upswing which will be awaiting us in the region for events once the vaccination process is over. Now there's a consensus is emerging that there will be an economic upswing as of Q3 of 2021. Given the backdrop, there's still considerable prevailing uncertainty. So it's difficult to provide exact financial forecasts. The strategic concentration of URW on key centers is being borne out. We have major assets to take full advantage of the economic upswing and to generate growth in the future. Our teams are ready. They're in place. We've got high-quality teams, and they have the resources that we need to attain the objectives. URW is ideally positioned to profit from the economic upswing and to capture the pent-up demand. The spending of households has never been so strong in our catchment areas. So we are fully ready, rest assured. The high-quality of our assets will generate robust financial performance, boosted by the falling vacancy rates and the data provided, and the Internet will create exceptional commercialization opportunities. I'd like to thank you very much for your kind attention, and I'm now going to give the floor to Fabrice Mouchel for a more detailed presentation of our financial results for 2020. Thank you.

Fabrice Mouchel

executive
#5

Thank you, Jean-Marie, and hello to everyone. Yes, I will now go back on the financial results and the main financial indicators of the past year 2020. So the net recurring is EUR 7.28 per action and a decrease of 41.1% compared to 2021 (sic) [ 2019 ], with the extraordinary results we have experienced in 2020 with the closing of shopping malls, as explained earlier. This is explained, namely by the decrease in net rentals to -- with a constant parameter of 26.4%, so 24% of the activity of the shopping centers and 93% is for the activity of the congress and exhibition halls. And I'll come back to these elements during the presentation. Concerning the net rents result with constant parameter in shopping malls, the impact come from direct elements coming from the COVID-19. This is to say deductions in rates, rate granted for tenants for their rentals to support them during the closing of the shops. And this amount came up to [ EUR 313 million ] as total cash. Therefore, EUR 246 million integrated in the balance sheet of the company, in application to the rules -- to the accounting rules. Total, these 2 elements combined represent less than 18% of decrease. Therefore, 3/4 of the decrease in terms of rents, net for the constant parameter. As what Jean-Marie mentioned, for the first quarter, the closing due to restrictions have also called for, in 2020, a decrease for the recovery of rents, especially during the first quarter, during which the restrictions were the strongest with a collection rate of 61% for this Q2 2020. On the other hand, when the centers reopened, we saw that the recovery rate improved. Therefore, in -- during the Q3, the collection rate was of 85% for the group, 95% for Continental Europe. Total, the recovery rate for the year was of 80% based on all the invoiced rents, and 88% of the base of rates due -- with the rebates granted. The vacancy rate also increased in 2020 from 5.4% to 8.3% on the group level with different levels depending on geographic areas. 4.9% in Continental Europe. 9.7% in the United Kingdom. 13.1% in the U.S.A., where the vacancy rate is structurally superior to that of Europe. This increase of the vacancy took place during the 3 first quarters of 2020, and it stabilized during the fourth quarter, as mainly in Europe, as you can see on this chart. Jean-Marie gave you the level of vacancy for Q1 2021, 8.8% in an environment which remains very marked by strong restrictions. There were a number of bankruptcies, of course, which were very numerous in 2020, but it is also due to the COVID situation. And indeed, this is what we have been able to notice for 2020, the commercial teams, to which I want to pay homage to, were very active on these rebates and these deductions on the rates for their tenants. And this weighed on the activity of the group. You can see that all of the leases signed represent a decrease of 36% compared to 2019. These decreases were especially strong during the closing periods during the Q2, but there were also -- there's also a recovery in the number of signed leases during the third and fourth quarters. And as Jean-Marie said, there were newcomers that were attracted in the automotive industry, digital brands as well, which show the attractivity of the portfolio of our brands. Let's now go to the office activities, which represent 8% of the value of our portfolio in the group and the net rentals decreased by 17% due to the disposals, namely of the Majunga Tower sold in 2019 to the [indiscernible] sold in 2020. So the rentals -- net rentals are stable. Now the performance was very different for activities in congress halls and exhibition centers, 5% of our value, because of the closing, that started right from March. This -- therefore, a decrease of operational results by 92% compared to 2019. The demand of organizers remains very strong, and they're waiting for the recovery and the reopening and coming back to normal by 2023. Let's now go to the value of assets, which was also affected by the crisis. The net reevaluated active for reconstitution, the amount necessary to reconstitute the portfolio assets of the group with its financial structure is of EUR 166.8 per action, therefore, a decrease of minus 27% compared to 2019. This decrease comes from the decrease of the constant parameter values of minus 11.2%, EUR 6 billion therefore, 11 -- minus 11.3% for the shopping centers that were closed and the buyout of Westfield. So for the debt ratio, we went -- the debt ratio, IFRS, went from 38.6% to 44.7% at the end of 2019, end of 2020 and 44% taking into account the sale of 2 assets of offices signed at the end of 2020. And despite this decrease of the value, the debt ratio is far from the maximum debt ratio of 60% fixed by the banks. We have a clear strategy, an exhaustive strategy to deleverage. And we have 4 pillars to do so. The execution of our programs of assets sales or disposal and EUR 4 million (sic) [ EUR 4 billion ] have already -- will be done by 2022, and EUR 1.35 million (sic) [ EUR 1.35 billion ] has already been achieved to this day as indicated by Jean-Marie. The launch of the reduction -- of the program for significant reduction of our exposure to U.S.A. is ongoing and the reduction of the investment program as well and the suspension of our dividend for fiscal year exercises for 2020, '21, '22. The group has the financial means that will help execute the plan and follow the plan in the most efficient and organized way, thanks to the liquidity that it has at hand. And I will come back to this later. To come back to the decision to suspend the dividend. This decision is explained by the priority to disengage, deleverage in operational environment which remains uncertain and difficult for 2020, '21. After the long closures as planned, even if the reopening has started in the countries of -- where the group operates, so it is encouraging. The group can suspend its dividend in respect of its fiscal obligations, tax obligations because of the social result negative for URW. When the group will have achieved its deleveraging, it will be able to pay the dividend. And it will be supported by a growing online dividend, thanks to the progress of results of its portfolio centered on the best assets -- European assets. The other pillar is the deleveraging and the pursue of the politics of the sales of the group. In 2020, the group sold for EUR 2.3 billion of assets, including 5 French assets like Predica in the framework of a long-term partnership. For these assets, the group sold participations in Aupark and SCS for the last Predica, up to EUR 1.35 billion were made with a bonus compared to the expertise that was made. And this shows the relevance of these expertise. So these are also confirmed by the sales in 2021 and realized at the level of the values for Aupark with a light decrease of 3% for SCS. The last pillar is our disengagement or debt relief and the reduction of our investment program and development. As you see on the slide, you see the program was reduced by EUR 8.3 billion to EUR 4.4 billion between 2019 and 2020. Therefore, EUR 2.9 billion on these engaged projects. This is to mean that the work has already begun, and we're online with the targets. Part of the projects have been delivered at the beginning of the year, especially Mall of the Netherlands, which is going to open and has opened and is a success, as Jean-Marie has said. Let's now look at the effects that are considered for these actions and the group debt. The plan of the disposals of EUR 4 billion European assets, limitation of investments and suspension of the dividend should bring the debt ratio to 45% and 39% within a 2-year horizon by supposing the stability of the asset values that are, of course, set by independent experts. By integrating the impact of the sales of the -- the hypothesis is that this program, sorry, will help the group to reach more long-lasting projects. As I said before, the group has at hand the means to do it financially in the best conditions possible, thanks to the liquidity that it has at hand. This liquidity comes from the obligations that -- the finance obligations that the group has continued to have access to in 2020 despite the difficult market conditions. As you can see, we have raised EUR 4 billion in obligations with an average coupon of 1.66% and average maturity of 9 years. We have enough liquidities to cover the needs of the group for the 24 coming months. This is what you can see on this chart on the right, with the sources and needs for financing for the 24 months. The group has already done even better than the forecast on the chart done at the end of 2020, mainly with the cash sources and the divestitures of participations of Aupark and SCS, which are extra to the other secured. And the credit lines that were renewed and extended the quantum of lines of EUR 3.2 billion of the graph goes to EUR 6 billion, thanks to the implementation of uncredited line of EUR 3 billion signed on April 28, 2021. These all attest of the ability of the group to sell its assets at the values of the experts and to show the relevance of the plan and the trust we can have in this execution. Thank you very much.

Leon Bressler

executive
#6

Thank you. Thank you, Fabrice. Thank you, Jean-Marie, for your speeches. And David now is going to give you some details, more precise details on the different aspects of the governance of the group after the changes that have appeared during the last 6 months. I would like to take advantage of it to thank, once again, all of those who are going to leave, who have -- or soon, there are certain number of members who have left. And they were there during the Tsunami that shook us during the COVID-19 in 2020. And I believe those who are going to leave or are leaving, and [indiscernible] was the President, who -- sorry, after noticing how the transition was well assured and allowed a good development level for the company. So this is the general framework on which David Zeitoun is going to give you some details.

David Zeitoun

executive
#7

So the territory is now composed of 4 members. So Jean-Marie Tritant, as President; Fabrice Mouchel, Finance Director; Olivier Bossard, General Director for Investments; and Astrid Panosyan, General Director for Central Functions. And the result of the ratification of cooptations of Ms. Julie Avrane-Chopard and Cécile Cabanis, the renewal of Mr. John McFarlane's nomination and the nomination of Ms. Aline Sylla-Walbaum. The Supervisory Board will be composed of 9 members, 5 women, representing 7 nationalities, 9 independent members out of 10 and are grouping a wide expertise range of -- in finance, real estate, commerce, digital, e-commerce and sustainable development. The politic of remuneration of the Board has been approved during the assembly in 2020. In 2020, because of the impossible situation to forecast with the COVID-19, the Board, under the recommendation of the Remuneration Committee, made use of the discretion to make minor adjustments in line with the contract. These adjustments and changes carried -- were on 2 points. The annual variable remuneration with the priority, which was given to the reduction of administrative gross costs, which replaced the objective of commercial partnerships, which were chosen beforehand. In March 2020, the objective initially set was to reach net results recurring per share adjusted at the title of the 2020 year. These adjustments are described and justified in the universal register 2020. About the remuneration of Mr. Christophe Cuvillier, who was in position in 2020, his fixed remuneration, unchanged since June 2020, was of EUR 1.25 million. Taking into account the voluntary reduction of 25% of fixed remuneration during 2 months, the amount was of [ EUR 197 million, EUR 921 million ]. Taking into account the 2020 results, his adjustable remuneration was at a maximum of 26%. For the long term, the President of the Board had a 70% value of his fixed remuneration. Therefore, on the low side, determined by our remuneration politics. For Mr. Jaap Tonckens, that you see on screen, his remuneration -- his annual -- has been unchanged since June 2018, and it reached EUR 800,000. After voluntary reduction of 2 months, the amount was of EUR 769,231. Taking into account the results 2020, the annual variation remuneration is a 33% maximum. Therefore, EUR 376,000. The long-term variation 2020 reaches 70% of his fixed remuneration. In the current context, economic context, the policy suggested by the new Board is moderated. Jean-Marie Tritant, new Director of the Board is inferior -- his remuneration is inferior by 20% compared to predecessors. His maximal annual remuneration is of 150% of the fixed compared to 200% for his predecessor. Globally, a decline of 33%. The remuneration of Mr. Fabrice Mouchel, new Finance Director, is also inferior to that of his predecessor. The Supervisory Board also aims for stability, namely with the annual variable remuneration and for the long term, a 70% to 90% of the fixed remuneration, unchanged for several years. In 2021, the attribution proposed is still in the low scale of -- at 70%. And the -- to be logic, the members of this Board, their opportunity for variable remuneration and long-term annual remuneration remains the same. They're unchanged for 2021. The variable annual remuneration has a simplified structure and the adaptive criteria of performance are specific to the challenges of 2021 and the objective is to reduce the net debt and control the cost and collecting of the rents. You will pronounce yourself about the remuneration for 2020 and 2021 for the 2 Presidents. Mr. Colin Dyer received in 2020 an amount of EUR 261,154. Mr. Léon Bressler, who took position in November 2020, wanted to limit his annual total remuneration for EUR 1 symbolic. The policy of the council for remuneration is on the screen. It remains unchanged as the envelope of the remuneration of the Board. I'd like to say that the Board members do not have any other remuneration. You're also invited to pronounce yourself on the ratification of the cooptation of 2 new members of this Supervisory Board for Ms. Julie Avrane-Chopard and Ms. Cécile Cabanis. And for the renewal of Mr. John McFarlane for a duration of 2 years and the nomination of Ms. Aline Sylla-Walbaum for a duration of 3 years in quality of member of the Supervisory Board.

Leon Bressler

executive
#8

In my quality as President of the Supervisory Board, it is up to me to give you a reading of the report of the Board and the results for 2020. The report of the Directoire doesn't call for any special remarks from the Supervisory Board. The accounts closed on December 31, 2020, and reviewed by the Audit Committee and certified by the Commissioner do not call for any further observation from the Supervisory Board. The Supervisory Board has examined the resolution proposed during this general assembly. It is in favor of their approval in order to provide the Directoire all the necessary means to fulfill its functions and implement the group strategy. We have no further comment to formulate or to issue. Now I am going to give the floor to the Commissioners, Mr. Emmanuel Gadret, representing the Commission of College and -- to accounts for the company, and they are going to present us with the details of the reports.

Emmanuel Gadret;Managing Partner;Deloitte Afrique francophone

attendee
#9

Ladies and gentlemen, shareholders, in the name of our commissioners, I have the honor to present you with the reports that we established for the attention of this ordinary and extraordinary assembly, mixed general assembly. All of the reports have been put at your disposal by the company and those relative to the accounts and convections that are regulated are in the universal registry document, which is available on the site of -- in the Internet website of the company. I suggest, in accordance, in agreement with the use of the [indiscernible] summarize the terms of our reports. For the accounts, the main objectives of our mission is to obtain the reasonable insurance on the sincerity, regularity and the faithful image of the accounts and to make sure that these do not have any significant anomalies. Our audit approach is adapted to the activities and the geographies of the group. Our work has consisted to check the surveys of the amounts and the informations that appear in the annual accounts and those that are consolidated and depreciate the environment of internal control, the principles of accounting followed and the estimates for significative revenue and presentation of all of the accounts. We'd like to remind you that our reports also have specific parts describing the key points of the audit relative to significant anomaly risks, which, according to our professional judgments, have been the most important for the auditing of the accounts for the past year. And for the answers we provided confronted to these risks. Concerning the annual accounts of the Unibail-Rodamco-Westfield SE company, which were the object of your vote for the first resolution, our report on the yearly accounts are on Page 40 -- well, 404 to 408 on the universal registry document. It presents reserveless opinion on the accounts and notes in the annex of December 31, 2020. And the third part of the report, the audit key points are first, the assessment of the title -- participation titles and that attached the accounting of the financial debt and the derivative instruments. We confirm also in the reports, have checked on the specific plans by checks and regulations, namely on the report of the Supervisory Board on the governance in the corporate government engagements, remuneration, hiring, advantages to the corporate companies. For the consolidated accounts, these are object of the vote for the second resolution. Our report is on Pages 397 to 403 of the universal registry document. It presents an opinion without any reserves or observations. In the first part of the report, we confirm that we proceeded to an audit according to the professional standards applicable in France, and we certify the regularity and sincerity of consolidated accounts that were prepared in compliance with the IFRS referential, as adopted by the European Union. In the third part of this report, we want to make -- bring clarification that the key points of the audit contributed to the -- to our opinion. And we identified the following key points, the assessment of the buildings and those that are being built detained directly or via co-companies. Secondly, the value of recoveries of -- for indetermined last and the acquisition in line with Westfield. And then the assessment and accounting treatment of the rent relief and the provisions for the losses of the credit expected in the context of the COVID-19 pandemic. And the accounting of the financial debt and the derivated instrument. The details is presented in Pages 398 to 401 of the document of universal -- the universal document -- I will now -- in the universal registration document. I will summarize the special report that you will find on Pages 409 and 410 of this document. We'd like to inform you that we were informed that a new convention was the object of a previous authorization of your Supervisory Board during the year. It is about the transactional agreement between your company and Mr. Christophe Cuvillier, who has been the President of the d'Unibail company until December 31, 2020. The modalities and the reasons for this agreement are described in our report on Pages 410 of the document -- of the universal registration document. This convention is submitted now to your approval on the Resolution #4. In the second part of the report, we want to take it -- make account that no previous convention was approved or pursued during the closed year. Concerning the -- now the reports on operations, on capital planned by the Resolutions 19 to 21, 23 to 26 of this general assembly, they don't have -- there's no mention or special observation. We will establish complementary reports, if needed, during the use of these authorizations by your Board. Ladies and gentlemen, shareholders, I thank you for your attention.

Leon Bressler

executive
#10

Thank you very much, the auditors, for these reports. I'm now going to give the floor to David Zeitoun to present the questions from shareholders.

David Zeitoun

executive
#11

The question session is now open. Thank you. [Operator Instructions] We received a total of 16 written questions based on France's business law for the Forum of Responsible Investment and the Dutch Association VDBO. These questions focus on global warming, payment deadlines, training employees, stock options, employee savings, taxes pays, gender parity, diversity and inclusion and respect of human rights and the declaration of extra financial performance. Given the general character and sometimes technical nature of these questions, shareholders are invited to become mindful of all of the questions and the answers which are available on the Internet site of the company in the time dedicated to the AGM of 2021. So as to promote shareholder dialogue and as a complement to the legal system, written questions, shareholders now have the possibility of putting questions, submit their questions via platform made available on the company's Internet site. So please let us know what the first question is.

Unknown Executive

executive
#12

So the first question is, can we buy up shares in the short term?

Fabrice Mouchel

executive
#13

Well, the group doesn't envisage using this program of buying up shares. The reason for this, as I pointed out, the group's priority today is to -- is regards to reducing the company's debt levels.

David Zeitoun

executive
#14

Second question?

Unknown Executive

executive
#15

There are no other questions on the chat system, the live chat system at this stage.

Leon Bressler

executive
#16

If there are another, perhaps we -- if there are any shareholders who've got any questions. Well, that's perhaps slightly unusual given the density of the presentation from the Board of Directors. If there are no other questions, we consider that the Q&A session for shareholders is closed. Now we're going to now move on to the results of the votes, the votes on the resolutions, I'd like to invite and call upon David Zeitoun to announce the results of the voting process.

David Zeitoun

executive
#17

So Mr. [ Raphael Berut ], who was responsible for checking out the legitimacy of the remote voting. So the results of the votes are the following: Resolution #1, approval of the company's financial accounts for financial year 2020. Resolution adopted by 99.98%. Resolution #2, approval of the consolidated accounts for financial year 2020. The resolution is adopted with 99.98%. Resolution #3, the allocation of the financial results for the financial year, 31st of December. Resolution's adopted by 99.97% result. Resolution #4, the approval of the transactional protocol concluded between the company and Mr. Christophe Cuvillier, pursuant to Article 225-86 of France's business laws. The resolution is adopted with 98.04%. Resolution #5, the approval of the special report of the auditors on the regulated conventions. This resolution is adopted with 99.97%. Resolution #6, the approval of the information regarding the total remuneration and benefits paid in cash in kind at the end of the financial year 2020 to Mr. Christophe Cuvillier in his capacity as Chairman of the Board. The resolution is adopted with 91.95%. Resolution #7, approval of the information regarding the total remuneration in cash and in kind paid during the financial year 2020 to Mr. Jaap Tonckens in his capacity as a Board member. The resolution is adopted by 93.67%. Resolution #8, the approval of the information regarding the total remuneration and advantages of all kinds paid or allocated during financial year 2020 to Mr. Colin Dyer in his capacity as President of the Supervisory Board through to 13th of November 2020. The resolution is adopted by 99.65%. Resolution #9, approval of the information regarding the total remuneration and benefits in cash and kind paid during the financial year 2020 to Mr. Léon Bressler as President of the Supervisory Board. Resolution adopted by 99.85%. Resolution #10, approval of the report on the remuneration of the executive directors pursuant to Article 225-100 of France's business law. Adopted with 97.09%. Resolution #11, the approval of principles and the criteria for determining spreading and allocating the total remuneration of the Chairman of the Board. The resolution is adopted with 94.57%. Resolution #12 approval of the principles and criteria for determining, breaking down, allocating the total remuneration and advantages made available to other members of the Board, other than the Chairman. The resolution is adopted by 95.55%. Resolution #13, approval of the principles and the criteria for determining, breaking down, allocating the total remuneration and benefits attributable to the members of the Supervisory Board. The resolution is adopted with 97.73%. Resolution -- let's move on to Resolution #14 regarding the -- 14 -- it's the Supervisory Board now. The ratification of the cooptation of Mrs. Julie Avrane-Chopard as a member of the Supervisory Board. Resolution adopted by 99.87%. Resolution #15, ratification of the cooptation or admission of Ms. Cécile Cabanis as a member of the Supervisory Board. Resolution's adopted with 94.30%. Resolution #16, the renewal of the mandate of Mr. John McFarlane in his capacity as a member of the Supervisory Board. Resolution adopted with 99.56%. Resolution #17, the appointment of Ms. Aline Sylla-Walbaum in her capacity as a member of the Supervisory Board. Resolution adopted with 99.74%. Resolution #18, authorizing granted to the Board to have bought up by the company's own shares as part of the system of Article 225-209 of France's business code. Resolution's adopted with 97.78%. Resolution #19, authorizing granted to the Board to reduce the capital by canceling shares bought by the company as part of the system of Article 225-209 of France's business laws. The resolution is adopted by 96.35%. Resolution #20, the delegation of competence granted to the Board to issue ordinary shares or securities, giving immediate access or in the long term to the company's capital or its subsidiaries and maintaining the preferential subscription rights. Adopted with 99.75%. Resolution 21, delegation of competence to the Board to issue ordinary shares and securities giving immediate or long-term access to the company's capital or to one of its subsidiaries with the removal of the preferential subscription rights via a public offering. Resolution adopted by 94.04%. Resolution 22, delegation and competence granted by the Board to increase the number of shares to be issued in the event of an increase in capital with or without preferential subscription rights pursuant to the 18th and 19 resolutions. This resolution is adopted with 94.01%. Resolution 23, the delegations of the powers granted to the Board to issue ordinary shares or securities giving immediate access to capital with the removal of preferential subscription rights with a view to paying contributions. Resolution adopted by 98.24%. Delegation of competence granted to the Board to proceed to increase capital by issuing ordinary shares or securities giving access to the company's capital reserve to -- for the company's employees, with removal of the preferential subscription rights, advantage pursuant to Article 3332-18. Resolution adopted with 96.43%. Resolution 25, authorization given to the Board to grant stock options or subscription shares to the company and/or twin shares with the removal of the preferential subscription right for the benefit of the members of staff and executive directors of the company's subsidiaries. The resolution is adopted with 95.26%. Resolution 26, authorization to -- granted to direct to the Board to the possibility of proceeding to allocate performance shares of the company or twin shares for -- towards the members of staff and executive directors. This is adopted, 96.07%. Resolution 27. The various statutory modification amendments with regard to harmonizing the statutes with legislated regulatory provisions in force. Adopted with 99.96%. Resolution 28, statutory amendments with a view to enable the Supervisory Board to take certain decisions via written consultation. The resolution is adopted with 99.98%. And finally, the last resolution, Resolution 29, the powers for formalities. This resolution is adopted by 99.99%.

Leon Bressler

executive
#18

Thank you very much, David, for this long recital of the resolutions, which were easily adopted. Thank you very much, David. Now on behalf of the Supervisory Board, which is a great honor for me to Chair, and on behalf of Jean-Marie Tritant and on behalf of the Board, I'd like to thank -- to express our sincere gratitude for your loyalty and the trust you've placed in us in what are particularly exceptional and difficult circumstances. So thank you very much, dear shareholders, and we've now reached the end of this Annual General Meeting. Thank you very much for your kind attention. [Statements in English on this transcript were spoken by an interpreter present on the live call.]

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