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

Ladies and gentlemen, dear shareholders, as Chairman of the Supervisory Board, It is my pleasure to welcome you to the 2024 Annual General Meeting of Unibail-Rodamco-Westfield, which I have the pleasure of chairing for the first time this year. For non-French speakers, we have simultaneous interpretation into English. Please make sure you have a headset. headsets are available. [Foreign Language] It is time to call to order the Annual Shareholders Meeting convened by the Executive Board. The duties of scrutineers will be carried out by Mr. Anthony Marek, representing Rock Investment; Cyrille Vanoye, representing the URW Fund. Mr. David Zeitoun will be acting as the Secretary of the General Assembly. Last but not least, I would like to draw your attention to the presence of our statutory auditors, represented by Regis Simoni and Emmanuel Gadret. Emmanuel Gadret will present the conclusions of their report. In order to have real-time information on the resolutions and the votes, votes will be cast electronically, just like the year before. I'm now going to give the floor to Mr. Zeitoun to remind you of the conditions of the convening of this general assembly and available documents.

Thank you, Mr. Chairman. Invitations to the meeting were issued in accordance with legal and regulatory provisions. The Board has not received any request from shareholders to add any new draft resolutions to the agenda. All information and documents required by law were made available to shareholders, including on the company's website, in accordance with legal and regulatory requirements. Concerning the agenda, please take a look at the Notice of Meeting brochure, which has been made available to you at the entrance of the room. There is a QR code, and you have the same information online. The 2023 universal registration document is also available the same way. This meeting will be recorded. There is a video. It will remain available on the company's website, Mr. Rafael [indiscernible], has been appointed to certify the legality of this assembly. Last but not least, the assembly's rules of procedure are posted at the entrance of this room. Our shareholders who are able to use a special e-mail box to put questions to the company. We received 10 written questions within the meaning of the French commercial code from the forum of responsible investment and 2 questions from [indiscernible] Trust. Given the general and sometimes technical nature of the questions, shareholders are invited to look at the questions and answers on the company's website in the tab dedicated to the general annual assembly. As far as the quorum is concerned, it is calculated based on a total of 139,041,391 shares. In the case of shareholders meeting held on the first call, the quorum required for resolutions following within the agreement of the Annual General Meeting is 1/5 of shares, with voting rights is 27,808,279 shares, which includes postal votes within the legal time frame, of course. The quorum required for resolutions falling within the remit of the Extraordinary General Meeting. This is 1/4 of shares entitled to vote is 34,760,348 shares, including postal votes sent again within the legal frame time. At this stage, and based on the attendance sheet drawn up by Uptevia, the provisional quorum is 69.36% of shares with voting rights.

Thank you, Mr. Zeitoun, for those clarifications. As indicated in the notice of this meeting, it will no longer be possible to sign the attendance sheet after 11:00 a.m. this morning. Shareholders arriving after 11:00 a.m. will no longer be able to take part in the vote. I now hand over to Jean-Marie Tritant, who's the Chairman of the Executive Board, to present the 2023 financial results. Over to you.

Thank you, Jacques. Ladies and gentlemen, before going into the details of the presentation, I'd like to thank all teams working in the different functions and in our different countries. Thanks to the hard work, we were able to deliver solid results in 2023. Last year, we recorded solid operational performance in all business lines, driven mainly by strong rentals and indexation of 6.5% in Europe, which we're able to achieve adjusted recurring earnings per share of EUR 9.62, ahead of our full year forecast. Despite a difficult investment market, we continued to reduce the company's debt, completing a total of 11 transactions, almost EUR 1 billion. The disposal since 2021 have contributed to [ EUR 5.1 billion ] to reduce the IFRS net debt, which is now below EUR 20 billion for the first time since 2018. In 2023, we also strengthened our balance sheet by successfully completing our first-ever hybrid offer. This maintained our credit rating and continued access to the bond market, which was confirmed in December when we successfully issued a new oversubscribed EUR 750 million green bond. These transactions testified to the continued confidence of bond investors in our ability to successfully complete this kind of strategic transactions. Improved visibility of our operating performance, the delivery of major development projects in '24 as well as our cash, have reinforced our proposal to reinstate the distribution to shareholders in 2024. We, therefore, propose a cash payment of EUR 2.5 per share for today's vote. Moving on to the company's financial performance now. With a 6.7% like-for-like increase compared to 2022, the company's EBITDA has returned to 2019 levels. We're actually even ahead of the target, we set ourselves at our Investor Day in 2022. Our adjusted recurring earnings per share increased by 3.3% year-on-year. For 2023, our progress in deleveraging has resulted in a reduction in pro forma IFRS net debt of almost EUR 1 billion. So reducing the net debt, combined with a strong EBITDA, has reduced our net debt-to-EBITDA ratio to 9.3x, which is a significant improvement compared to 2019's 9.9x. Excluding now the impact of the increase in the cost of hybrid securities following the exchange offer in June, recurring earnings per share increased by 5% year-on-year. The forecast was EUR 9.50 per share. Our recurring net earnings per share of EUR 9.62 compared with the forecast of 2023 benefited from a solid end year in terms of rent collection. Variable income and return on liquid assets, like-for-like net rental income rose by 7.3%, thanks to a strong performance from the shopping centers and office businesses, partly offset by the conventions and exhibitions, businesses which reflects the seasonality of events in 2023. Our like-for-like EBITDA, that rose by 6.7%. As I said earlier, our results are mainly due to the good performance of our shopping malls. Retailer sales rose by 6.4% in 2023, which is more than underlying inflation, underpinned by a rise in shopping center footfall by almost 5%. This footfall is partly due to the positive development of our retail offer and the reduction in vacancy since the peak of COVID. We're convinced that this will continue, thanks to the vacancy rate was improved by 110 basis points, down to 5.4%, which is the 2019 level. Thanks to proactive management, we signed more long-term contracts and secured more guaranteed minimum rents. Long-term leases represent 78% of guaranteed minimum rents signed last year. That's 5% more than in 2022, and we recorded a rental gain of 6.8% above indexation. Let's now take a closer look at the number of people visiting our centers. Starting with the U.S., on the right side of the screen, we see a positive performance in terms of footfall as well as sales, both up by 3%. If we exclude the luxury sector, representing 14% of the portfolio and less -- 1% of the total U.S. retail market, sales were up 4.8% last year -- versus last year, which is above the National Sales Index, American Index that is. In the context of sales growth, the decrease in variable rents, as you can see here, is mainly linked to the successful conversion into guaranteed minimum rents as part of our rental activity. Following the increase in footfall in our shopping centers, other variable revenues in the U.S. continued to grow through the retail media revenues increasing by 12% on a like-for-like basis in '23. In Europe, with Q1 '22 -- '22, sorry, was still impacted by COVID restrictions, footfall increased 5.2% and retail sales by 7.5%. If we compare these numbers with the combined national sales indices for the European market in which we operate, the performance clearly reflects a gain in market share. Logically, variable rents are up as a result of the increase in sales. As in the U.S., to mitigate the impact of COVID, we signed more short-term leases with a higher variable component. And as we already did in the U.S., we will convert these variable rents to minimum guaranteed rents as these leases expire. Finally, other variable income in Europe is up, thanks, in particular, to the development of income in retail media. We'll come back to this a bit later. Our performance in 2023 benefited from indexation, but also from the effect of inflation on sales and therefore, variable rents. Indexation based on 2022 inflation contributed to 6.5% to like-for-like rental performance in Continental Europe in '23. This indexation had no negative impact on rent collection, which stood at 98% for 2023, very much in line with pre-COVID levels. We've also collected an additional EUR 58 million in additional rent for 2022, bringing the rent collection rate for that year to 98%, once again. The sales momentum and inflation also translated into a 3.5% increase on a like-for-like basis, mainly driven by Europe. Variable rents accounted for 5.8% of the company's 2023 net rental income, including 4% in Continental Europe, 8.1% in the U.K. and 10.3% in the U.S. Our rental activity performance for '23 benefits from retailers' appetite for the best locations. Since 2022, the rental activity in terms of surface has been around 30% higher each year than in 2019. This shows that we're attractive and proactive. We've restored a form of commercial tension, thanks to short-term leases at a time when vacancy had peaked. And then we increased the proportion of long-term leases at progressively higher levels of guaranteed minimum rents. Thanks to these efforts, the vacancy rate has returned to its 2019 levels of 5.4% when the level of guaranteed minimum rents per square meter has almost returned to its 2019 level. We are confident that we will continue to increase the level of guaranteed minimum rents per square meter by signing more long-term leases and converting variable rents into guaranteed minimum rents in the future, mainly by capitalizing on the attractiveness of our assets to retailers. The results of -- published last week are very much in line with last year. The visitor numbers of our centers rose by 3.9% in Q1, and sales by retailers who benefited from this increase rose by 5.5%. The rental collection rate stands at 96%, confirming the return to a more normal situation. The group's rental income on all leases signed was plus 10.1% above indication, up 1 point on the first quarter of last year, reflecting retailers' continued appetite for our centers. Vacancy stood at 5.7% in Q1, slightly up December 31, 2023, due to a seasonal effect and should be lower than last year at the end of this year. In 2023, our revenue generated from Retail Media has also increased. Our Retail Media Agency is delivering growth by giving an engaging experience for customers. In 2023, the net margin went up 17 points compared to 2022, totaling EUR 53 million. And on average, a 10% increase in revenue generated by visit. Retail Media offers brands a unique opportunity to -- of immediate interaction with an audience close to a shop or a point of purchase. This ability encourage major brands to use our shopping centers to reach their target audience directly in additional to digital advertising, for which we have an unparalleled network of screens in shopping centers across Europe. Westfield Rise also delivered nearly 1,300 physical activations for brands in 2023, which is a 12% increase versus the previous year. These activations include samples, give away physical events with influencers and celebrities. They strengthen our offer and improve customer experience. Our approach is paying off. Westfield Rise has already secured 56% of the sales forecast for '24. This is giving us the confidence in our ability to achieve our net margin of EUR 75 million for this year. The strong performance of our office business echoes that of our retail portfolio. On a like-for-like basis, net rental income rose 22.1%. We benefited from the marketing of the Trinity Tower, which has been 100% let for a few weeks now. The high quality of this asset has enabled to sign 4 additional leases, covering more than 10,000 square meters, at an average rent of EUR 562 per square meter, including EUR 600 for the top floors. So these events are in line with prime rents in La Défense. These leases have helped to reduce the office vacancy rate from 15%, down to 11% at group level and 10% in France. This figure does not include the Lightwell project, which is a redevelopment of 32,000 square meters office space at La Défense, scheduled for delivery at this H2 '24. 80% is already be pre-let to Arkema, which is going to use it as its headquarters. This commercial success demonstrates the appeal of our high environmental quality office assets. Let's now go to the Congress and Exhibition business. Net operating income is EUR 132 million versus EUR 190 million in '22 and EUR 157 million in 2019. This performance in '23 reflects the return of major face-to-face events and strong consumer demand for experience. This year's success include Vivatech, the Paris Air Show at Le Bourget. [ Milli Paul ], dedicated to Security and Safety as well as the agriculture show. The pre-bookings for 2024 confirm the strong demand and high level of commitment from organizers. They represent 96% of projected rental income for this year compared to 89% at the same time last year. 2024 will benefit from both seasonality and the positive impact of the Paris Olympics and Paralympic Games. Viparis will host a number of large events as well as the main press center for the Olympic Games. So this will boost the performance of the convention and exhibition business in 2024, given that the summer is generally a quieter period. Now in terms of development, we are ready to deliver EUR 2 billion on our portfolio. With a targeted management -- targeting investment costs, we've continued to implement -- the implementation of a strategic plan, and we are confident in the fact that we will reap the fruit of our effort. Thanks to very high level of pre-letting of our projects and to the recent successes of major developments, such as Westfield Mall of the Netherlands in the Netherlands. All these projects are meant to open successfully in 2024. The additional net rental income after the opening phase will have a positive impact on our net debt EBITDA ratio. In October, we presented the -- evolution of our better places sustainability road map, which is aligned with our strategy in order to strengthen our core business to generate new sources of revenue and maximize the value of our assets. The plan defines net-zero targets approved by SBTi as well as new targets in order to reduce waste and to preserve resources, especially water and biodiversity. It is based on 3 fundamental commitments: First of all, to be pioneer in the environmental transition. Secondly, to offer sustainable customer experience and support the regions in which we operate. Our diligent and focused approach constantly positions us as a leader in our sector and the development of a better place as planned is acknowledged. This year, URW was ranked as one of the 100 most sustainable company in the world by global research company, Corporate Knights. And we were rated eighth from CDP for the sixth consecutive year. In 2023, we made progress towards achieving our objectives. We have reduced CO2 emissions across [indiscernible] by 43% versus 2015. We're on track to reach 50% by 2030 as well as the net-zero target for Scopes 1 and 2. To do so, we have focused on our energy consumption and energy intensity, which we have reduced by 30% since 2015. We've also made good progress in increasing our solar capacity, including installing the largest photovoltaic installation on the roof of our shopping center in Germany. We're making progress in Better Places certification for our assets, and we're on track to achieve 100% certification by 2027. And we are moving towards a more sustainable customer journey, with events such as Westfield Good Festival, which raises awareness of our retail -- the sustainability initiatives and promote responsible consumption. The Sustainable Retail Index combine the methodology of Good on You and Australian brand sustainability rating agency, with data collected by URW at shop level across our asset. It gives us a better understanding of retail sustainable development practices and plans. We've already launched the assessment process with 800 fashion retailers in our European shopping centers. And according to preliminary data, 82% of these eligible revenues come from tenants committed to sustainable development actions. This provides a valuable insight into the sustainability of our revenues against a backdrop, increasing customer focus on sustainability. Now in terms of social contribution, we facilitate access to employment in our center, thanks to our URW job program. And we promote parity in management bodies. I'm proud that our policy on professional liquidity was recognized by [indiscernible] in 2024, one of the leading group in that matter. Our group ranks among the top 10 French company in terms of the equality between men and women and among the top 100 companies worldwide. Our work on the group's organization has also enabled us to improve our efficiency and our productivity alike. Since 2019, in spite of the '20 committed inflation on the -- over the period, we have reduced our operating costs by 18%, including 5% last year. Nearly 60% of this reduction is due to efficiency gains resulting from the relocation of regional headquarters, review of consultancy fees, tied to purchasing and spending policies and organizational changes. The remaining gains are the results of assets disposal and delivery of development projects. Of course, we will continue our effort in 2024 and onwards in order to manage costs and optimize our organization. Now let's move to the debt and financial ratios. The IFRS net debt is below EUR 20 billion in 2023. This is the result of EUR 1.4 billion in retaining earnings and EUR 0.8 billion in disposals, combined with EUR 1.3 billion investments in our projects in 2023, most of which will be delivered in 2024. The partial cash redemption of hybrid securities increased net debt by EUR 0.2 billion, but also reduced the amount of hybrid securities in circulation from EUR 2 billion down to EUR 1.8 billion. Pro forma for the disposals of [indiscernible] in the U.S. and Equinoccio in Spain [indiscernible] but not completed. The net debt amounts to EUR 19.8 billion. The IFRS debt-to-equity ratio fell from 41.2% down to 41.8% year-on-year due to the lower valuation of our assets and to 41.5% pro forma of the disposals carried out. The gearing ratio was down slightly 42.8% on a pro forma basis. Since 2020, IFRS net debt has fallen by EUR 4.3 billion. And our gearing ratio has fallen by 3%, even after a 12% fall in asset values on a like-for-like basis. Our net debt-EBITDA ratio improved from 9.6x in 2022 to 9.3x in 2023 lower than what we had in 2019, thanks to both the reduction in debt and the continued improvement in operating performance. We expect these ratios to continue to improve, particularly with the delivery of committed projects in 2024. In 2024 and probably beyond, we will continue with our debt reduction plan. To this end, we are in active discussions about more than 1 billion of European and American assets. Our operating performance, level of liquidity, strict management of investments and our ongoing costs discipline, combined with the delivery of projects that will generate revenues in 2024, mean that we can work on our debt reduction plan in an orderly and optimized way. Since 2021, we have been working relentlessly to raise the effects of the COVID crisis and reduce the group's indebtedness. Our '23 results confer the operational recovery of our business and it's returned to pre-COVID levels, which, combined with our efforts to reduce debt, have supported a net debt to EBITDA ratio to a level below that of 2019. The improved visibility of our operating performance, the delivery of major development project in 2024 and a strong cash position support us -- our proposal to reinstate the distribution to shareholders for the 2023 financial year. We, therefore, propose for approval today, a payment of EUR 2.5 per share to be paid out on May 16, 2024. Going forward, the group intends to significantly increase the payout based on operating performance, progress on deleveraging and changes in assets values. Finally, regarding the guidance for 2024, we're working for just recurring earnings per share between EUR 9.65 and EUR 9.08. The main assumptions underlying these forecasts are as follow -- continued operational performance of shopping centers, rental by retailers, demand for premium space; increased revenues from deliveries, positive impact of the Paris '24 Olympic and Paralympic games on our Convention and Exhibition business, growth on that retail media business and continued cost discipline, while also considering the impact of the asset disposal in '23 and '24, and as part of the deleveraging plan and the cost of our debt with the full year effect of the funds raised in '23, the impact of the cost of the hybrid and the expectation of a lower return on cash. These forecasts do not take into account the major asset disposals in the U.S., which are part of our plan to reduce our financial exposure in the U.S. or a possible deterioration of the macroeconomic and geopolitical environment. On behalf of the group, I would like to thank our shareholders for their support over the last 3 years and express our confidence in the future. Now I would like to hand over to our Chairman, Mr. Jacques.

Thank you, ladies and gentlemen, for these encouragements. Thank you, Jean-Marie for this presentation, who shed a light on the strong activity in 2023 and on the performance and results. I would also like to thank you for shedding light on the beginning of the year and what is expected for 2024 and to have insisted on the importance of investments made in 2023, which will bear fruit in '24. We are now going to discuss the governance of our group. And to do so, I would like to thank David for reminding us of the governance rule for Unibail-Rodamco-Westfield. So the Board is now made of 5 members, Mr. Jean-Marie Tritant, Chairman of the Executive Board; and Anne-Sophie Sancerre, Executive Vice President, Customer Strategy and Sales; Sylvain Montcouquiol, Managing Director, Corporate Functions, Sustainable Development; Fabrice Mouchel, Chief Financial Officer; Mr. Vincent Rouget, Managing Director, Strategy and Investment. Subject to the approval of the reelection of Susana Gallardo, Sara Lucas and Aline Sylla-Walbaum. The Supervisory Board chaired by Jacques Richier will have 10 members. The Supervisory Board will include 60% of women, 40% of men, representing 6 nationalities with an independence rate of 80%. The Board brings together a wide range of profiles with extremely broad expertise, particularly in finance, commercial property, digital technology, e-commerce and sustainable development.

Thank you, David. Now let us continue with the [indiscernible] policy. Could you remind us of the changes for 2024 in this matter?

Well, in terms of remuneration policy, the group's policy has remained steady since 2021. Fixed remunerations have remained unchanged since that date as have the percentages of annual and long-term variable remuneration in 2024. Some performance indicators have been strengthened. The indicative restructure and management costs have risen from 15% to 25% of annual variable remuneration, showing the group's ambition for discipline in the years ahead. Our sustainable development commitments are set out in a sustainable development scorecard that measures progress on 10 environmental, commercial and social indicators and represents 25% of the long-term variable. In '23, the Executive Board was partially renewed, with the promotion of Anne-Sophie Sancerre, previously managed by [indiscernible]. Their remuneration has been set by the Supervisory Board, in line with their responsibilities and market practices and in accordance with the remuneration policy approved by the 2023 Shareholders' Meeting. The '23 remuneration package and the '24 remuneration policy are detailed in the universal registration document '23.

Thank you, David, for these explanations. We will now listen to the report from the statutory auditor. Now back to Mr. Emmanuel Gadret, who represents the statutory auditors. From the company working with us, he will make a -- short presentation.

Thank you, Mr. President. Ladies and gentlemen, on behalf of the statutory auditors, I have the honor of presenting to you the reports we have drawn out for you in respect of the ordinary and extraordinary business of this shareholders' combined meeting. All reports have been made available to you by the company and can be found in terms of kind of regulated agreements in the universal registration document, which is available on the company's Internet site. As it customary in this meeting, and I would like to summarize the terms of our reports. Well, firstly, the annual statements. The main objective of our auditors to obtain reasonable assurance about whether the financial statements are presented fairly in all material respects with no important nominees. Our added approach is tailored to the group's activities and geographies. Works on top of taking the amounts and informations presented in the annual and consolidated financial statements. We've set the internal control environment, the accounting principle -- principles used and the significant estimates made and the overall presentation of the financial statements. We'll also remind you that our reports on the accounts containing specific section, describing the key points of the audit relating to the risk of material misstatement, which in our professional judgment, were most important for the audit of the accounts for the past financial year and the responses we have given to these risks. Now first of all, concerning the annual financial statements of Unibail-Rodamco-Westfield SE, which are the subject of the vote of the first resolution. Our report on the financial statement is set out on Page 462 of the universal registration document. It gives an unqualified opinion on the financial statements for the year ended December 31, '23. And the third part of our report, the key point of the audit are; first of all, valuation of equity investments and related receivables and secondly; accounting for financial debt and derivative financial instruments. Our reports also confirm that we've carried out the specific verifications required by law and regulations, including the Supervisory Board's report on corporate governance and on the commitments, compensation and benefits paid to corporate officers. As far as the consolidated financial statements are concerned, they will be in the -- vote on the second resolution, the report can be found on Page 456 of the universal registration document. It issues an unqualified opinion with no observations on the consolidated financial statements and notes for the year ended December 31, 2023. In the first part of this report, we confirmed that we've carried out an audit in accordance with professional standards applicable in France, and we certify the fairness and accuracy of the consolidated financial statements, which have been prepared in accordance with IFRS standards and adopted by the European Union. In the third part of this report, we said that the key points of the audit, which contributed to the formation of our opinion. We identified the following key points valuation of investment properties, including investment properties under construction held directly or through JVs. Secondly, the recoverable amount of intangible assets with indefinite useful lives and goodwill relating to the acquisition of Westfield. Last but not least, the accounting treatment of the financial debt and derivative financial instruments. As far as the special report on regulated agreements is concerned, I will here, again, summarize our special report. It is on Page 467 of the universal registration document. The first part of the report, we inform you that we have not been advised of any new agreements authorized and entered into -- during the 2023 financial year. In the second part, reviewing of the continuing and execution of an agreement already approved by the -- during the Annual General Meeting relating to the settlement agreement between your company and Mr. Christophe Cuvillier, who was the Chairman of the Executive Board of the company until December 31, 2020. As far as the other reports and extraordinary resolutions are concerned, with regard to resolutions 25 and 26, precisely, this -- there are no specific comments or observations to be made, if necessary, and we will issue additional reports. Ladies and gentlemen, thank you very much for your attention.

Thank you. Mr. Gadret. We now give the floor again to Mr. David Zeitoun to inform the meeting of the number of shareholders taking part in the vote.

Yes. We have looked at the attendance register, 3,710 shareholders are present or represented or have voted, with a proxy representing 96,526,583 votes that we have a quorum and the -- therefore, the meeting can validly deliberate. The members are asked to certify the accuracy of the attendance sheet drawn up by Uptevia, our registrar.

Thank you, David. So prior to voting on the resolutions, as always, I would like to open the floor to discussions to allow shareholders to make their observations and/or ask questions. So please be kind enough to be concise in your comments and questions, and please make sure you use a microphone to be heard by everyone. Thank you.

[Foreign Language] Hello. I'm an individual shareholder. Pascal Koskas. I have a couple of questions. The first one is on media. The media activity, which you've recently developed, are you developing it in every geography? Or is it only in France? My second question has to do with the business in the U.S. You said you were going to drastically downsize. Have you identified any assets there that you would really like to keep in spite of this downsizing strategy?

Well, these are very good questions, if I may. Very interesting questions. You saw the retail media numbers and recent trends. They look quite promising. Westfield Rise is the media agency. It's an internal media agency, managed by Sophie Sancerre, who's here. We're deploying it in every geography -- every single geography. We started off in Europe, Continental Europe, that is in the U.K. In the U.S., we already had a similar business, and we're now going to push that one as well with Westfield Rise. It will be Westfield named Westfield Rise. So the answer to your question is yes. We're developing Westfield Rise in every geography. And the EUR 75 million in net margin, which is our 2024 objective and for which we're quite confident, includes Europe. It really covers the U.K., plus Continental Europe only. As far as the U.S. is concerned, over the past 3 years, we did reduce our downsize. 17 assets are gone. 6, we had to -- we had foreclosures with banks. We have another 11. We're still working on regional assets in the EUR 1.1 billion that are still being discussed. There are some U.S. assets, mainly regional assets in the U.S. Over the past 3 years, we've not abandoned our destination assets. We continued to invest in a very rigorous and disciplined way to continue growing their value and performance, which translates into the 2023 results. As you have seen, and reducing or deleveraging is still our -- one of our top priorities as we move forward, 2024 and beyond. We're going to continue deleveraging and we'll continue disposals and divesting in the U.S. We love our assets in the U.S. and in Europe, but nothing emotional. So we always seek to optimize. And we're not obliged to sell at any price or with a specific time frame. Right now, things are relatively calm, quiet. So we're simply moving on with an active disposal policy and will catch opportunities should they arise, including in the U.S. Thank you. Sir, I believe you had a question.

Yes. I'm an individual shareholder as well. I have 3 questions. The first question on debt net over EBITDA. You said it went down from 9.7% to 9.3%. What's the objective -- midterm objective? As far as your balance sheet is concerned, there has been a depreciation because of disposals. I think EUR 2 billion for this year. How has that -- is that -- why were you not able to foresee that last year? Why is there such a strong depreciation this year? Why was that not anticipated? And then the third question echoes the previous one, asked by this other gentleman. A few years ago, you said we need to pull out of the U.S. and focus on Europe. And it seems that your #1 market still today is the U.S. This is where you have -- where you generate the biggest sales. Does that mean you've changed your strategy? Is your strategy still the same?

Thank you. Thank you for your questions. Fabrice, do you want to pick up the questions?

Yes. So let me come back to the question on the U.S. It represents 20% of the business. 80% is Europe. So that shows we're a real European player. 20% of the business in the U.S. only. We've downsized. We've sold for more than $2 billion in assets in the U.S. We've done this in a very structured and disciplined way. There is no reason to do it in a disorganized or non-optimized way. Rates have substantially changed. It only makes sense to take a bit more time than initially planned, when we announced the plan a few years ago. Ultimately, the objective is the same. We are a European player. We're very strong in Europe. We'll be stronger in Europe in the future. We're going -- we've reduced our financial exposure to the U.S. market, which doesn't mean we're going to totally pull out. We're reducing our financial exposure. We're at 20% now, it will be less. In the future, we have major projects that are going to be delivered in Europe, which are going to mechanically increase the weight of Europe versus U.S. So much for that question.

Moving on to the next question, on net debt and deleveraging. We were at 9.6% last year. We're down to 9.3%. As you said, we were at 9.9% in 2019. With new deliveries and increased performance, the expectation is to go beyond 9%. Once things are really stable and stabilized, we'll continue bringing down that ratio in 2024 and '25. Fabrice, would you like to pick up on that other question. We need a microphone, please. see.

[Foreign Language] As far as valuation is concerned, the valuation of our portfolio is done every 6 months by independent experts. The valuation is based on a number of things. Rates and operational performance of our assets. Last year, what happened is that with a significant increase of interest rates. We were strongly impacted by the increase of rates. So we had a negative impact of 9%, which was partially offset later by improved cash flow, 5%. So all in all, we saw a decline valuations of 4%, much stronger in the office segment, closer to 10%. So those valuations are updated every 6 months based on market environment, operational performance. And this is why evolutions or trends change year-on-year. As Jean-Marie said earlier, we have reduced our net debt EUR 4.3 billion, which is improving our financial ratios, including net debt over EBITDA. But as far as the -- we're still impacted by values. And we've -- as you said, if you look at retail over the past 5 years, there's been a 22% impact in terms of valuation, mainly due to the COVID-19 effect and then the increase of rates.

Thank you, Fabrice. We measure both every year, interest rates. And what we also do is that we look at our ability to generate cash flow, which shows the quality which demonstrates the quality of our assets. And that's how you get this depreciation. Or who knows maybe 1 day, appreciation. Sir, you had a question?

Yes. It's difficult to hold meetings today without talking about artificial intelligence. What do you think, what could be the endogenous impact on people -- on your people? And what's the added value you think the company could generate for employees? Smarter buildings? New services? Could you tell us about AI?

Good point. Everybody talks about AI these days. And we are obviously looking at AI as well very closely. As far as our employees are concerned, we are currently testing. We have -- we are using Copilot. We're using a group of people of testers, and we've found a number of things. First of all, it makes writing documents, drafting minutes, very convenient. It generates a lot of productivity. We were really disappointed, however, about the use of AI on financial documents, Excel spreadsheets, for example. We're still working on this. We're trying to see how AI can really help us and really improve productivity on the writing of documents, technical writing, legal as well. And as far as customers are concerned, we are working a lot on data with Westfield Rise. Especially, they collect a lot of data, and we can actually process this data with AI, and see how we can use it to generate additional content for websites, the websites of our shopping malls and potentially on apps used on smartphones. And Sophie, is there anything you would like to add on Westfield Rise?

Thank you. A lot of fascinating things are happening around AI to better understand customer behavior. For example, when customers walk into a shopping mall, AI can be used to understand how they -- where they go, what they do, how they respond when they see advertising. If it triggers? What it triggers if people? If it causes people to actually look for the product or not? A new fragrance does it -- if you advertise for a new fragrance, do people go to Mariano or to Sephora, for example? So thanks to AI, we can truly move on to have access to greater insights. A lot of exciting things are happening. As Jean-Marie just suggested, we're using apps as well when customers are looking for a product or are asking a question on the app instead of getting an answer, which doesn't really answer. Thanks to generative AI, we can now answer questions very accurately. And it creates the interaction with customers much more personalized, and that generates additional loyalty from those customers. Customers will prefer to shop at URW rather than the competition. We're identifying a lot of other opportunities using AI.

Okay. Thank you. I think we have another question.

[Foreign Language] [indiscernible] But I need to refer to the reports or else, I remain seated. My question is about the results presented. And there's a question to you sir, Chairman and the Financial Director. You explained and presented good figures on the operational point of view, increase of rental gains, lower vacancy, deleveraging and all the ratios as well were presented. So it is all very well. Apparently we've reached the -- we managed to recover, and the future looks bright ahead. And you are paying out a dividend to the market. But you, several times, presented net recurring and adjusted revenues. You're using different terms. But this is an economic results, not the accounting results. So I may sound a bit pleasant or -- and pleased, but [indiscernible] the results. There are several net revenues that are presented per share general and the loss is EUR 1.8 billion, rounding up the overall amount. And if you refer to the documents, a loss of EUR 580 million, which worsens the negative situation of the previous situation. In this resolution #3, that refers to the past 3 past years, where there was no dividend paid down. This amount was not mentioned, and it should be included in the report. But the [ EUR 2.5 billion ] payment is not included in the resolution we are going to vote for. That's a problem. But my main question is this EUR 1.8 billion loss, I've tried to identify it in the balance sheet. I've been able to identify EUR 1 billion. And by the way, this is linked to the answer that was provided, adjusted of the asset value. And my question is, is there a valuation of the assets carried out every year? You said that it was every 6 months. Is this for that reason? Or is this due to the money that was lost in the U.S.? I don't know if there were losses or profits. It may be represented on the same line. So anyway, I understand the EUR 1 billion, but what about the EUR 800-other million? Could you shed a light on this and explain which are the items responsible for this loss, which I hope is not a recurring loss but exceptional items?

So a question about the dividends and other question about the loss. Well, it's EUR 1.5 billion and EUR 2 billion. So -- in fact, we were going to have -- we will explain what the dividend is about so that you can understand. And Fabrice will give you additional explanations, including the economic reasons and accounting reasons. Well, indeed, this question echoes the question that was asked beforehand. You need to understand that our company has an accounting specificity and assess its assets every 6 months according to the market value. So that's the option we selected according to the IFRS 40 scheme. So within -- according to that rule, our assets are updated every 6 months on the basis of external valuations, which is different from other operators, like operators in our business in the U.S., for instance. And they refer to the historic costs. So there is no market valuation of assets carried out every 6 months. So answering your question, the EUR 1.8 billion you're referring to is mainly due to the market valuation of our assets. In this year, there is a like-for-like scope decrease by 4% of our assets. As I explained it before, this is mainly linked to the strong increase in interest rates, which we have observed over that period of time, as explained by our experts. With an increase of their discount rates and final capitalization rate. So there's strong impact indeed on the value of our assets. And as we said, this decrease in value -- because of the rate has been partially compensated by the cash flow growth generated by the group, important growth indeed, and that has maintained the value of our assets. Otherwise, the assets would have been further deteriorated. So this EUR 1.8 billion, mainly come from this devaluation of assets. And as you were explaining, the impact of the disposals led to a figure that is presented in our results, EUR 21 million versus EUR 1.8 billion. It's EUR 21 million versus EUR 1.8 billion. So it's -- that's -- so that is minus 2%, a 2% discount pretty much in the disposal prices that reflect the expense valuation. And that provides additional credibility to these expense valuations. So that explains why we have EUR 1.8 billion, and this is why we regularly decided, since 2003, to show recurring results, showing the operational performance of the company and considering the overall result of the company with the impact of the market's valuation of our assets. That provides an additional information, which is more about our assets valuation. But without such a split, we would have a very limited vision of our operating performance. So going back to your question now, the EUR 585 million decrease is mainly due to that asset depreciation, especially in the U.K. and in the U.S. that are directly led by URW SE or via subsidiaries that were bought. So EUR 585 million mainly come from the valuation decrease of our U.K. and U.S. companies. And at last, to answer your question, since it is a chance to tell you about the very nature of the payment we're going to make, it is not a dividend that is paid out. This is why we did not use the term, this is payment but not a dividend. It's not a dividend because with this asset depreciation, we have a net result that is negative, accumulated result minus EUR 2.8 billion, including the EUR 585 million you were referring to. And that is the result of the assets. Loss of values these last 5 years especially in the U.K., minus 45% in the U.S. amount of 30%. That is why there were such depreciations. Now, we wanted to make a payment. It's not a dividend but a payment because this comes from additional payments. And this is what you do not find this reference to the [ EUR 2.5 ] payments in the reports. Once again, it is linked to the bonus that is [indiscernible]. Bearing in mind that we have EUR 13 billion of issuance premiums. That gives us the possibility to pay out the EUR 350 million in the framework of that payment as it was decided. That is why there is a tax rule that is specific and different from the dividends rule that applies. And that will lead to the -- as for the flow that we paid out to you, there will be no taxing.

Other questions?

Congratulations again for delivering this fantastic result in 2023. So thanks for all the leadership team and also the entire employees, Unibail. So as shareholders, I appreciate to hear earlier on that you mentioned, Mr. Tritant, that [ Unibail ] is going to increase significantly, dividend. So I appreciate the fact that it depends on a lot of factors, for instance, operational results. the leveraging process, et cetera, et cetera. But things we have the results already come back to even better than pre-COVID result. I was wondering if it's in the future, probably not next year, but in a couple of years, coming year that you want -- you might want to reinstall the dividend or cash distribution coming back to close to pre-COVID level?

Jean-Marie will answer. But I would just like to summarize. So the gentleman just congratulated the teams for the result, and he used the term dividend, but it's a payment. And the question was considering the quality of the results presented -- maybe not next year, but in a couple of years or later, what about the payments, will they reach pre-COVID levels? In a nutshell, that's what the question was about.

Translate, because you don't have the headsets. Okay. Okay. You understand French. I'll go back to French then. The Group's intention is to indeed strongly increase the amount of the payment in the years ahead. And as you said, it will depend on the operational performance. And as I was explaining it, we have a positive vision of outperformance in the future based on the increasing footfall and the gaining of shares -- market shares with a great interest for our shopping centers. And all the work that we also have accomplished in order to improve our portfolio and focus even more on best-in-class commercial office. Another element, which is absolutely essential that depends on the rates, which has an impact on values and investment in our capacity to continue with the debt reduction plan -- deleveraging plan, that will be very important for us and also the evolution and development of values as Jacques has explained it. Now rates should become steady and our operational performance should -- and not immediately, not in June 30th. But in the month or years ahead, we should have increasing valuations as we've seen it with our English assets that has been reassessed positively in the third quarter of 2023, that will help us improve and increase our payments. But it will take a lot of method and will be linked to a deleveraging program and also to the continued growth. We'll have to strike the right balance. And of course, we provide indications to the markets, gradually have things changed, and we'll try to provide some guidance about the payments. And then there's another question, sir?

One more thing. But my question -- once again, is, congratulations for the results. You've been able to reach pre-COVID levels. My question, and I hear you're right, maybe that's not the right time to answer. But what about the future? A year ahead? In several years? Perhaps you will restore or go back to pre-COVID level cash distribution, cash payment?

Well, we will study this. It's difficult now to answer your question. But we had reached cash payments level that were very high, and we'll need to consider this in the light of our capacity to keep on investing and generate growth. So we'll have to strike the right balance. And we will get close, I believe, to pre-COVID levels, but not getting back there. I don't think so. It will depend -- and we'll see how things and rates evolve, but we'll remain very disciplined in terms of cost policy and deleveraging plan.

Sir, another question.

[indiscernible], Investor, Newspaper, representing readers who asked me to ask questions for them. First question, Mr. Tritant, you explained that the reduction in the financial exposure in the U.S. could happen, but it doesn't mean that we -- there would be no exposure at all. So could you further explain what you intend to do? Do you consider remaining in some geographical areas and stay with the market shares would be satisfactorily? Or do you intend to remain a minority shareholders or to keep on managing the business there? Second question is about the office strategy. I would like confirmation. If an office is not part of the portfolio and 100% rented, the objective would be to sell it. What about the Trinity Tower in La Défense? Are there specific requests? And last question about the Hamburg center, could you tell us about the delay with that project? Could you tell us more when will this asset be delivered? Is it already pre-let? Entirely pre-let? What about the expected profitability levels?

Well, reduction in our exposure on the American market. What we've been saying repeatedly, we intend to consider all options. And of course, there's always the possibility to pull back entirely from the American market, it all depends on our capacity to do so on the appropriate values. And despite the options that are on our table and also considering the work we have done on our regional portfolio, which is only representing $500 million in terms of value out of the [ EUR 10 billion ] value in the U.S. This being done, our portfolio has a remarkable quality, and we have developed specific know-how with specific brands. So we could definitely consider working with investors and have ended up with an asset-light management structure, where we would still have a share in terms of investment. But our American business would be a fee-based business, much more than an assets business. And it would also be possible for us to get rid of our assets from our portfolio and to have a limited portfolio eventually, 100% held by ourselves, but much more limited on these markets. The bonus with the American portfolio is to be located on various powerful markets, Silicon Valley or Los Angeles, San Diego, New Jersey in Chicago. So we have several options on the table. So we are considering all of them focusing first on the reduction -- our regional assets portfolio, and we had decided not to make any specific investments, reaching a business level that was sufficient, which is what we did and achieved. Now as for the offices, it has been Unibail's policy -- Unibail-Rodamco and then Unibail-Rodamco-Westfield, we wanted to develop offices on mature markets, mainly in the Paris region. We wanted to restructure them or to build them up, rent them and then recycle the capital whenever possible, according to the SIIC regime. So yes, assets that are mature, we have been working on, are meant eventually, to be sold. The current office market is not particularly fruitful in terms of investments. Therefore, we are very happy that we lend these offices at very good rental levels. And these offices will be delivered second half of the year. Lightwell, already 80% rented to Arkema, and that will generate rents. So we're happy owners of offices. And when the market goes up, again, we'll consider what to do with these mature assets. As for Hamburg, it is a technical matter. It is a matter of licensing authorization for -- in order to implement the safety systems. As you know, we've building our office on the -- close to the river, and we have flow -- water not slowed, but water issue to solve, so we have to implement technical solutions there to ensure the that technical facilities are sustainable, if impacted by humidity and the water and filtration possibly. So our objective is, after the summer break, to open the building, and the pre-lending level is already reaching 90% plus, and we're working hard on this. As for the offices, we land the offers to the Mazars company. So there will be the audit -- this audit company will settle there using the business at 56% and also hotels that will -- the other part of businesses of the building already let entirely. Sir?

[Foreign Language] I have a question on deleveraging, following disposals in the U.S. What's your ultimate objective when it comes to disposals? And with lower debt, do you have any new investment objectives? Are you considering new shopping malls or transforming, revamping existing assets into new usages?

Okay. So we have a question on debt and a question on future investments. On deleveraging or divesting, as I said, we're trying to do things in an organized and disciplined way. We were able to dispose some assets at their price. And we continue to do so asset by asset in a very disciplined way where we prepare the assets. And if we can get serious offers at the right valuation, in line with our objectives, then we go ahead. The investment market has been very much impacted by the increase of interest rates over the past years. I think rates eventually will go down. And at that point, things will probably accelerate. We will just keep in line with the marketplace. The good news is we don't have to sell by all means. We have flexibility from -- in terms of operational performance, debt restructuring and cash flow. And also thanks to the efforts of our shareholders with the absence of dividends, we were able to strongly stabilize our positions. If the market accelerates, we will accelerate. And the faster we can address this, the faster we can focus on the future. Of course, we're already preparing the future. We're not focusing on a single objective only. As a reminder, in March 2022, during our Investors Day, we said that in Europe with the European portfolio with our existing assets and asset valuation, but maximizing the valuation -- value of our assets, we can create an additional 2 million square meters, 2 million. We're not going to do 2 million. 50% can be done. It would be residential, 25%; would be commercial, 25%; would be other applications, such as offices, for example. So we're aware of costs, investments. We said that in the years to come, we were going to have controlled projects to generate tomorrow's growth. So if you read our Q1 results, we said during the Q1 results, there were 2 extension plans or programs. One in Cerný Most, Prague, approximately 10,000 square meters. It's a shopping mall, where we've received all approvals, authorizations. We've secured the construction costs as well. We said we would not launch unless we were fully secured on the revenue side as well. And the precommercialization rate was very good. So we decided to launch. In the months and years to come, we're going to -- you're going to see additional initiatives. We will only take initiatives, if we have the right level of return on investment. And you will see that things will -- we're going to continue and generate that way, additional future growth.

Thank you. I think we must all keep in mind that we have everything it takes to ensure internal growth, solid internal growth is responsible for the investment and investments. So he's really managing both at the same time. Okay. Ladies and gentlemen, first of all, many thanks again for the quality of your questions. Thank you for the interest you've expressed. We must continue with the resolutions now. David, you have the floor for our resolutions.

Thank you, Mr. Chairman. Before voting, please make sure you have a voting -- your voting equipment. That it is switched on, that the number of shares is correctly shown on the screen from the opening of the vote. For each resolution you simply press the key corresponding to your choice. Green is 1, that's for or in favor; 2 yellow is abstention; red, 3 is against. You can change your choice as long as the timer appears on the screen. Total of 10 seconds. You will have it each time. During the duration of the vote, please switch off your cell phones because it can interfere with the connection. And please make sure you return your backs at -- on your way out. I propose, we now begin with the vote on resolutions, starting with resolution number one, Approval of the parent company financial statements for the year ended December 31, 2023. The vote is now open. Please vote. [Voting]

Resolution is adopted. Resolution #2, approval of the consolidated financial statement for the year ended December 31, 2023. Please vote. [Voting]

End of the vote. This resolution is adopted. Resolution 3, appropriation of the net income for the year ended December 31. Please vote. [Voting]

End of the vote. This resolution is adopted. Resolution #4, the distribution of a sum taken from additional paid in capital. Please vote. [Voting]

End of the vote. This resolution is now approved. Resolution 5, approval of the statutory auditor's special report on related party agreements. Please vote. [Voting]

End of the vote. This resolution is now approved. Resolution #5 -- #6, I'm sorry. Approval of the components of the total compensation and benefits of any kind paid during the year ended December 31 to Mr. Jean-Marie Tritant. Please vote. [Voting]

End of the vote. This resolution is now approved. Resolution 7, approval of the components of the total compensation and benefits of any kind paid during the year ended December 31, 2023 to Mr. Sylvain Montcouquiol. Please vote. [Voting]

End of the vote. This resolution is now approved. Resolution #8, approval of the components of the total compensation and benefits of any kind paid during the year ended December 31, 2023, to Mr. Fabrice Mouchel. Please vote. [Voting]

End of the vote. Resolution is now approved. Resolution 9, approval of the components of the total compensation and benefits of any kind paid during the year ended December 31, 2023 to Mr. Vincent Rouget. Please vote. [Voting]

End of the vote. This resolution is now approved. Resolution #10. Approval of the components of the total compensation and benefits of any kind paid during the year ended December 31, 2023, to Ms. Anne-Sophie Sancerre. Please vote. [Voting]

The vote is now adopted. Resolution #11, approval of the components of the total compensation and benefits of any kind paid during the year, December 31, 2023, to Mr. Olivier Bossard as member of the Executive Board until April 21, 2023, please vote. [Voting]

This vote is approved. Resolution #12, approval of the components of the total compensation and benefits of any kind paid during the year ended December 31, 2023 to Mrs. Caroline Puechoultres as her capacity as a member of the Executive Board until April 21, 2023. Please vote. [Voting]

End of the vote. This resolution is approved, approval -- sorry, resolution 13, approval of the components of the total compensation of benefits of any kind paid during the year ended December 31, 2023, to Mr. Leon Bressler, in his capacity of Chairman of the Supervisory Board until May 11, 2023. Please vote. [Voting]

Resolution approved -- resolution 14, approval of the components of the total compensation and benefits of any kind paid during the year, December 31, 2023 to Mr. Jacques Richier in his capacity as Chairman of the Supervisory Board, with effect from May 11, 2023. Please vote. [Voting]

End of the vote. Resolution is adopted. Resolution 15, approval of the report on the compensation of corporate officers. Please vote. [Voting]

The vote is now closed. Resolution is adopted. Resolution 16, approval of the compensation policy of the Chairman of the Executive Board. Please vote. [Voting]

End of the vote. This resolution is now approved. Resolution 17, approval of the compensation policy of members of the Executive Board, other than the Chairman. Please vote. [Voting]

This resolution is now approved. Resolution 8, approval of the compensation policy for members of the Supervisory Board. Please vote. [Voting]

End of the vote. Resolution adopted. Resolution #19, renewal of the term of office of Mrs. Susana Gallardo as member of the Supervisory Board. Susana is with us today. Please vote. [Voting]

End of the vote. This resolution is adopted. Moving on to Resolution 20, renewal of the term of office of Sara Lucas as member of the Supervisory Board. Sara is also with us this morning. Please vote. [Voting]

End of the vote. Resolution 20 is adopted. Moving on to Resolution #21, renewal of the term of office of Mrs. Aline Sylla-Walbaum, as member of the Supervisory Board. Aline is also with us this morning. Please vote. [Voting]

End of the vote. Resolution approved. Resolution #22, appointment of KPMG SA as our statutory auditor, in charge of certifying sustainability information. This is a new provision in accordance with regulations we must comply with as of this year. Please vote. [Voting]

End of the vote. This resolution is adopted. Resolution #23, appointment of Deloitte & Associates as statutory auditors in charge of certifying sustainability information. Please vote. [Voting]

End of the vote. This resolution is now approved. Moving on to Resolution #24, authorization for the Executive Board to buy back the company's own shares. Please vote. [Voting]

[Foreign Language] Resolution approved and moving on to Resolution 25, authorization for the Executive Board to reduce capital by canceling shares purchased by the company. Please vote. [Voting]

End of the vote. This resolution is now adopted. Resolution 26, delegation of authority to the Executive Board, carry out a capital increase through the issue of ordinary shares and our securities capital reserved for members. Please vote. [Voting]

End of the vote. This resolution is now adopted. And moving on to #27, which is the last resolution. It is on the powers for formalities. Please vote. [Voting]

End of vote. And resolution is approved.

Thank you. Thank you, David. Well, thank you dear shareholders for taking part on this vote and for your support. Now to conclude this meeting, I would like, once again, to express my gratitude to all our shareholders for their loyalty, patience and support over the past years, especially these last years. On behalf of all the shareholders and the Supervisory Board present here today as a whole, I would like to congratulate Jean-Marie Tritant, Executive Board and all the group's employees, Unibail-Rodamco, without forgetting all employees of the company for the exceptional work carried out since 2021, which results from a constant commitment and total involvement. I would like to highlight, once again, the successes achieved since 2021 in the wake of the pandemic, which have enabled our group to return to a solid operating performance, consolidated, in line with the strategic plan for 2024 and beyond, as presented in March 2022. The future looks therefore, bright ahead of the initiative. Thank you. At the initiative of the Executive Board, this strategy was reinforced in 2023 by an ambitious, casted and planned presented by Jean-Marie, in order to support the environmental transition of cities and trade integrated environmental performance into the group's growth strategy. In addition to the significant progress made in reducing our debt in a difficult economic environment, it is our fundamental work to reorganize the group's activities, to reposition it geographically to extract additional value from its assets portfolio with a clear objective, generating sustainable growth. And this now makes it possible to reestablish a balanced distribution policy, proof of real confidence in the group's prospects for the future. Ladies and gentlemen, dear shareholders, thank you for attending our general meeting and have a very good day. Thank you.