Obligation Unibail-Rodamco SA 3.875% ( XS0554819465 ) en EUR

Unibail-Rodamco SA

100 % ▲

France

XS0554819465 ( en EUR )

3.875% par an ( paiement annuel )

05/11/2020 - Obligation échue

Prospectus brochure de l'obligation Unibail-Rodamco SE XS0554819465 en EUR 3.875%, échue

Unibail-Rodamco-Westfield SE est une société immobilière cotée en bourse spécialisée dans la conception, le développement et la gestion de grands centres commerciaux et de lieux de divertissement en Europe et aux États-Unis.

L'Obligation émise par Unibail-Rodamco SA ( France ) , en EUR, avec le code ISIN XS0554819465, paye un coupon de 3.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 05/11/2020

UNIBAIL-RODAMCO SE
(incorporated in the Republic of France with limited liability)
RODAMCO EUROPE FINANCE B.V.
(incorporated in The Netherlands as a private company with limited liability)
RODAMCO SVERIGE AB
(incorporated in the Kingdom of Sweden as a public company with limited liability)
EURO 15,000,000,000 Guaranteed Euro Medium Term Note Programme
Guaranteed (other than in the case of Notes issued by Unibail-Rodamco) by

UNIBAIL-RODAMCO SE

Under the Guaranteed Euro Medium Term Note Programme (the "Programme") described in this base prospectus (the "Base Prospectus"), Unibail-Rodamco SE
("Unibail-Rodamco"), Rodamco Europe Finance B.V. ("Rodamco Europe Finance") and Rodamco Sverige AB ("Rodamco Sverige" and, together with Unibail-
Rodamco and Rodamco Europe Finance, the "Issuers" and each, in relation to Notes issued by it, an "Issuer"), subject to compliance with all relevant laws,
regulations and directives, may from time to time issue Euro Medium Term Notes (the "Notes") irrevocably and unconditionally guaranteed (other than in the case
of Notes issued by Unibail-Rodamco) by Unibail-Rodamco (in such capacity, the "Guarantor" and such guaranteed Notes, the "Guaranteed Notes"). The
aggregate nominal amount of Notes outstanding will not at any time exceed Euro 15,000,000,000 (or its equivalent in other currencies) unless the amount of the
Programme is increased following the date hereof.
This Base Prospectus (the "Base Prospectus"), constitutes a separate base prospectus in respect of each Issuer for the purposes of Article 5.4 of Directive
2003/71/EC, as amended by Directive 2010/73/EC (the "Prospectus Directive"). Any Notes issued under the Programme on or after the date of this Base
Prospectus are issued subject to the provisions herein. This does not affect any Notes already issued. Application has been made to the Commission de
surveillance du secteur financier (the "CSSF") in Luxembourg in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 relating to
prospectuses for securities, as amended (the "Luxembourg Prospectus Act") for approval of this prospectus as a Base Prospectus. Application has also been
made to the Luxembourg Stock Exchange for Notes issued under this Programme to be admitted to the official list of the Luxembourg Stock Exchange (the
"Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market. References in this Base Prospectus to the Notes being
"listed" and all related references shall mean that the Notes have been admitted to the Official List and admitted to trading on the Luxembourg Stock Exchange's
regulated market. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC on Markets in Financial
Instruments appearing on the list of regulated markets published by the European Securities and Markets Authority (each such market being a "Regulated
Market"). Application may also be made to the competent authority of any other Member State of the European Economic Area ("EEA") for Notes issued under the
Programme to be listed and admitted to trading on any Regulated Market in such Member State. The Issuer may also issue Notes under the Programme that are
not listed on any stock exchange or Regulated Market. The relevant Final Terms (as defined below) in respect of each issue of Notes will specify whether such
Notes will be listed and, if so, the relevant Regulated Market or stock exchange(s).
By approving this Base Prospectus the Commission Surveillance du Secteur Financier (the "CSSF" gives no undertaking as to the economic or financial
opportuneness of the transaction or the quality and solvency of the Issuer or Guarantor in line with the provisions of Article 7(7) of the Luxembourg Law dated 10
July 2005 on prospectuses for securities.
Notes will be in such denomination(s) as may be specified in the relevant Final Terms, save that the minimum denomination of each Note will be 1,000 in respect
of Notes issued by Unibail-Rodamco and not less than 100,000 in respect of the other Issuers, and if the Notes are denominated in a currency other than euro,
the equivalent amount in such currency at the issue date, or such higher amount as may be allowed or required from time to time by the relevant central bank (or
equivalent body) or any laws or regulations applicable to the relevant specified currency.
Each Series (as defined in "General Description of the Programme") of Notes will be represented on issue by a temporary global note (each a "temporary Global
Note") or a permanent global note (each a "permanent Global Note" and, together with a temporary Global Note, "Global Notes") without coupons attached. If the
Global Notes are stated in the applicable Final Terms to be issued in new global note form ("New Global Notes" or "NGNs") they may be intended to be eligible
collateral for Eurosystem monetary policy and the Global Notes will be delivered on or prior to the original issue date of the relevant Tranche to a common
safekeeper (the "Common Safekeeper") for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream banking, société anonyme ("Clearstream, Luxembourg").
Global Notes which are not issued in NGN form ("Classic Global Notes" or "CGNs") may (a) in the case of a Tranche intended to be cleared through Euroclear
and/or Clearstream, Luxembourg, be deposited on the issue date with a common depositary on behalf of Euroclear and Clearstream, Luxembourg, and (b) in the
case of a Tranche intended to be cleared through Euroclear France S.A. ("Euroclear France") on the issue date with Euroclear France, acting as central
depository and (c) in the case of a Tranche intended to be cleared through a clearing system other than, or in addition to, Euroclear and Clearstream, Luxembourg
or delivered outside a clearing system, be deposited as agreed between the Issuer and the relevant Dealer (as defined in "General Description of the Programme").
Interests in a temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent Global Note on or after the Exchange Date (as defined
herein), upon certification of non-U.S. beneficial ownership. The provisions governing the exchange of interests in Global Notes for other Global Notes and
definitive Notes are described in "Summary of Provisions Relating to the Notes while in Global Form".
The Programme has been rated A by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies Inc. ("S&P"), and A+ by Fitch Ratings Ltd
("Fitch"). Notes issued under the Programme may be rated or unrated. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating
applicable to the Programme. Whether or not a rating in relation to any Notes will be treated as having been issued by a credit rating agency established in the
European Union and registered under Regulation (EU) No 1060/2009, as amended by Regulation (EU) No. 513/2011 (the "CRA Regulation"), will be disclosed in
the relevant Final Terms and, if the credit rating agency is registered under the CRA Regulation, the Final Terms shall specify that such credit rating agency is
included in the list of credit rating agencies published by the European Securities and Market Authority on its website (http://www.esma.europa.eu/page/List-
registered-and-certified-CRAs) in accordance with the CRA Regulation. In general, European regulated investors are restricted from using a rating for regulatory
purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation. Each of S&P and Fitch
is established in the European Union and registered under the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject
to suspension, change or withdrawal at any time by the assigning rating agency. The issue price, interest (if any) payable, the aggregate nominal amount and other
terms and conditions not contained herein which are applicable to each Tranche (as defined under "General Description of the Programme") of Notes to be issued
under the Programme will be determined by the relevant Issuer, the Guarantor, where applicable, and the Relevant Dealer(s) based on the prevailing market
conditions at the time of the issue of such Notes and will be set out in the relevant Final Terms.
Prospective Investors should have regard to the factors described under the section "Risk Factors" in the Base Prospectus before deciding to invest in
any Notes issued under the Programme.
Arranger for the Programme
Bank of America Merrill Lynch International, Paris Branch
Dealers
Barclays
BofA Merrill Lynch
BNP PARIBAS
Crédit Agricole CIB
Handelsbanken Capital Markets
HSBC
ING
Morgan Stanley
Société Générale Corporate & Investment Banking
The Royal Bank of Scotland

The date of this Base Prospectus is 29 July 2016

Responsibility Statement
Each of the Issuers and the Guarantor (the "Responsible Persons"), having taken all reasonable care to
ensure that such is the case, confirms that the information contained in this Base Prospectus with respect to it
and it and its subsidiaries taken as a whole (Unibail-Rodamco and its subsidiaries taken as a whole being
referred to as the "Unibail-Rodamco Group") and the Notes in the context of the issue and offering of such
Notes is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its
import. Each of the Issuers and the Guarantor accepts responsibility for the information contained in this Base
Prospectus accordingly.
This Base Prospectus (together with any supplements hereto (each a "Supplement" and together the
"Supplements") comprises a separate base prospectus for each Issuer for the purposes of the Prospectus
Directive and for the purpose of giving information with regard to each of the Issuers and to the Guarantor and
its consolidated subsidiaries taken as a whole (the "Unibail-Rodamco Consolidated Group") and the Notes
which, according to the particular nature of each such Issuer, the Guarantor (where applicable) and the Notes,
is necessary to enable investors to make an informed assessment of the assets and liabilities, financial
position, profit and losses and prospects of the relevant Issuer and (where applicable) the Guarantor.
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may
apply, any offer of Notes in any member state of the European Economic Area which has implemented the
Prospectus Directive (each a "Relevant Member State") will be made pursuant to an exemption under the
Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of Notes. Accordingly, any person making or intending to make an offer in that Relevant
Member State of Notes which are the subject of the offering contemplated in this Base Prospectus may only do
so (i) in circumstances in which no obligation arises for any Issuer, the Guarantor (where applicable) or any of
the Dealers to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer, or (ii) if a
prospectus for such offer has been approved by the competent authority in that Relevant Member State or,
where appropriate, approved in another Relevant Member State and notified to the competent authority in that
Relevant Member State and (in either case) published, all in accordance with the Prospectus Directive,
provided that any such prospectus has subsequently been completed by final terms which specify (x) that
offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member
State, (y) such offer is made in the period beginning and ending on the dates specified for such purpose in
such prospectus or final terms, as applicable and (z) that the Issuer has consented in writing to its use for the
purpose of such offer. Except to the extent sub-paragraph (ii) above may apply, none of the Issuer, the
Guarantor (where applicable) or the Dealers has authorised, nor do they authorise, the making of any offer of
Notes in circumstances in which an obligation arises for the Issuer, the Guarantor (where applicable) or the
Dealers to publish or supplement a prospectus for such offer.
This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by
reference (see "Documents Incorporated by Reference").
This Base Prospectus may only be used for the purposes for which it has been published.
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by any of the Issuers, the
Guarantor (where applicable) or any of the Dealers or the Arranger (as defined in "Summary"). Neither the
delivery of this Base Prospectus nor any offering, sale or delivery of any Notes made in connection herewith
shall, under any circumstances, create any implication that there has been no change in the affairs of the
relevant Issuer, the Guarantor (where applicable) or the Unibail-Rodamco Group since the date hereof or the
date upon which this Base Prospectus has been most recently amended or supplemented, or that there has
been no adverse change in the financial position of the relevant Issuer, the Guarantor (where applicable) or the
Unibail-Rodamco Group since the date hereof or the date upon which this Base Prospectus has been most
recently amended or supplemented, or that any other information supplied in connection with the Programme is
correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
2

THE DISTRIBUTION OF THIS BASE PROSPECTUS AND THE OFFERING OR SALE OF THE NOTES IN
CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS
BASE PROSPECTUS COMES ARE REQUIRED BY THE ISSUERS, THE GUARANTOR (WHERE
APPLICABLE), THE DEALERS AND THE ARRANGER TO INFORM THEMSELVES ABOUT AND TO
OBSERVE ANY SUCH RESTRICTION. THE NOTES AND THE GUARANTEE HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") AND INCLUDE NOTES THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS.
SUBJECT TO CERTAIN EXCEPTIONS, NOTES MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN
THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND REGULATIONS THEREUNDER).
FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON OFFERS AND SALES OF NOTES AND ON
DISTRIBUTION OF THIS BASE PROSPECTUS, SEE "SUBSCRIPTION AND SALE".
Neither this Base Prospectus nor any Final Terms constitutes an offer of, or an invitation by or on behalf of the
Issuers, the Guarantor (where applicable) or the Dealers to subscribe for, or purchase, any Notes.
To the fullest extent permitted by law, none of the Dealers or the Arranger accepts any responsibility for the
contents of this Base Prospectus, or for any other statement, made or purported to be made by the Arranger or
a Dealer or on its behalf in connection with any Issuer or (where applicable) the Guarantor or the issue or
offering of the Notes. The Arranger and each Dealer accordingly disclaim all and any liability whether arising in
tort or contract or otherwise (save as referred to above) which it might have in respect of this Base Prospectus
or any such statement. Neither this Base Prospectus nor any other financial statements are intended to provide
the basis of any credit or other evaluation and should not be considered as a recommendation by any Issuer,
the Guarantor (where applicable), the Arranger or the Dealers that any recipient of this Base Prospectus or any
other financial statements should purchase the Notes. Each potential purchaser of Notes should determine for
itself the relevance of the information contained in this Base Prospectus and its purchase of Notes should be
based upon such investigation as it deems necessary. None of the Dealers or the Arranger undertakes to
review the financial condition or affairs of any Issuer, the Guarantor (where applicable) or the Unibail-Rodamco
Group during the life of the arrangements contemplated by this Base Prospectus, nor to advise any investor or
potential investor in the Notes of any information coming to the attention of any of the Dealers or the Arranger.
In connection with the issue of any Tranche (as defined in "General Description of the Programme") of
Notes, the Dealer or Dealers (if any) named as stabilising manager(s) in the applicable Final Terms (the
"Stabilising Manager(s)") (or persons acting on behalf of any Stabilising Manager(s)) may over-allot
Notes or effect transactions with a view to supporting the market price of the Notes at a level higher
than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s)
(or persons acting on behalf of any Stabilising Manager(s)) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the terms of
the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but such
action must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes
and 60 days after the date of the allotment of the relevant Tranche. Any stabilisation action or over-
allotment must be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of
any Stabilising Manager(s)) in accordance with all applicable laws and regulations.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"EURO", "Euro" or "euro" are to the single currency of the participating Member States of the European Union,
references to "U.S.$", "$" or "U.S. dollars" are to the lawful currency of the United States of America,
references to "£", "pounds sterling" and "Sterling" are to the lawful currency of the United Kingdom,
references to "SEK" or "Swedish Krona" are to the legal currency of Sweden and references to "CNY",
"Chinese Yuan", "RMB" or "Renminbi" are to the Chinese Yuan Renminbi, the lawful currency of the People's
Republic of China ("PRC").
Any websites included in this Base Prospectus are for information purposes only and do not form any part of
the Base Prospectus.
3

TABLE OF CONTENTS
Page
SUMMARY ......................................................................................................................................................... 5
RISK FACTORS ............................................................................................................................................... 25
RETAIL CASCADES ....................................................................................................................................... 41
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................. 43
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................. 48
TERMS AND CONDITIONS OF THE NOTES ............................................................................................ 53
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .................... 79
USE OF PROCEEDS...................................................................................................................................... 84
UNIBAIL-RODAMCO SE ................................................................................................................................ 85
RODAMCO EUROPE FINANCE B.V. ........................................................................................................ 101
RODAMCO SVERIGE AB ............................................................................................................................ 103
SIGNIFICANT RECENT DEVELOPMENTS.............................................................................................. 105
TAXATION ...................................................................................................................................................... 106
SUBSCRIPTION AND SALE ....................................................................................................................... 114
FORM OF FINAL TERMS FOR USE IN CONNECTION WITH ISSUES BY UNIBAIL-RODAMCO OF
SECURITIES WITH A DENOMINATION OF LESS THAN 100,000 TO BE ADMITTED TO
TRADING ON AN EEA REGULATED MARKET AND/OR OFFERED TO THE PUBLIC IN THE
EUROPEAN ECONOMIC AREA ........................................................................................................ 120
FORM OF FINAL TERMS FOR USE IN CONNECTION WITH ISSUES OF SECURITIES WITH A
DENOMINATION OF AT LEAST 100,000 TO BE ADMITTED TO TRADING ON AN EEA
REGULATED MARKET ........................................................................................................................ 133
GENERAL INFORMATION .......................................................................................................................... 143

4

This summary is only provided for purposes of the issue by Unibail-Rodamco of Notes (as defined
below) of a denomination of less than 100,000 which are offered to the public or admitted to trading on
a regulated market of the EEA. References in this section to "the Issuer" shall be construed as
references to "Unibail-Rodamco" only. The issue specific summary relating to this type of Notes will be
annexed to the relevant Final Terms and will comprise (i) the information below with respect to the
summary of the Base Prospectus and (ii) the information below included in the items subject to
completion.
SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in
Sections A E (A.1 E.7).
This summary contains all the Elements required to be included in a summary for this type of securities and
Unibail-Rodamco. Because some Elements are not required to be addressed, there may be gaps in the
numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and
the Issuer, it is possible that no relevant information can be given regarding such Element. In this case a short
description of the Element is included in the summary with a mention of "Not Applicable".
Section A - Introduction and warnings
A.1
General
This summary must be read as an introduction to the base prospectus
disclaimer
dated 29 July 2016 (the "Base Prospectus"). Any decision to invest in the
regarding the
Notes should be based on a consideration by any investor of the Base
summary
Prospectus as a whole. Where a claim relating to information contained in
the Base Prospectus is brought before a court, the plaintiff may, under the
national legislation of the Member State of the European Economic Area
(the "EEA") where the claim is brought, be required, to bear the costs of
translating the Base Prospectus before the legal proceedings are initiated.
Civil liability attaches only to those persons who have tabled the
summary, including any translation thereof, but only if the summary is
misleading, inaccurate or inconsistent when read together with the other
parts of the Base Prospectus or it does not provide, when read together
with the other parts of the Base Prospectus, key information in order to aid
investors when considering whether to invest in the Notes.
A.2
Information
[In the context of any offer of Notes in any of the Member States in which
regarding
the Base Prospectus has been passported from time to time (the "Public
consent by
Offer Jurisdictions") that is not within an exemption from the requirement
the Issuer to
to publish a prospectus under the Directive 2003/71/EC as amended
the use of the
("Prospectus Directive"), (a "Public Offer"), the Issuer consents to the
Prospectus
use of the Base Prospectus and the relevant Final Terms (together, the
"Prospectus") in connection with a Public Offer of any Notes during [offer
period for the issue to be specified here] (the "Offer Period") and in []
by:
(1) [names of specific financial intermediaries listed in the final terms]
[conditions under which the financial intermediaries are authorised to
make a public offer] ; [or]
(2) [any financial intermediary which satisfies the following conditions: (a)
acts in accordance with all applicable laws, rules, regulations and
guidance of any applicable regulatory bodies (the "Rules"), from time to
time including, without limitation and in each case, Rules relating to both
the appropriateness or suitability of any investment in the Notes by any
5

person and disclosure to any potential investor; (b) complies with the
restrictions set out under "Subscription and Sale" in the Base Prospectus
which would apply as if it were a dealer appointed in relation to the
Programme (as defined below) or for a specific issue (a "Dealer"); (c)
ensures that any fee (and any commissions, rebates or benefits of any
kind) received or paid by that financial intermediary in relation to the offer
or sale of the Notes does not violate the Rules and is fully and clearly
disclosed to investors or potential investors; (d) holds all licences,
consents, approvals and permissions required in connection with
solicitation of interest in, or offers or sales of, the Notes under the Rules;
(e) retains investor identification records for at least the minimum period
required under applicable Rules, and shall, if so requested, and to the
extent permitted by the Rules, make such records available to the relevant
Dealer(s) and the Issuer or directly to the appropriate authorities with
jurisdiction over the Issuer and/or the relevant Dealer(s) in order to enable
the Issuer and/or the relevant Dealer(s) to comply with anti-money
laundering, anti-bribery, anti-corruption and "know your client" rules
applying to the Issuer and/or the relevant Dealer(s); (f) does not, directly
or indirectly, cause the Issuer or the relevant Dealer(s) to breach any Rule
or any requirement to obtain or make any filing, authorisation or consent
in any jurisdiction; and (g) satisfies [specify further conditions in the
relevant Final Terms] (in each case an "Authorised Offeror"). None of
the Dealers or the Issuer shall have any obligation to ensure that an
Authorised Offeror complies with applicable laws and regulations and
shall therefore have no liability in this respect.]
[The Issuer accepts responsibility, in the Public Offer Jurisdiction[s], for
the content of the Prospectus in relation to any person (an "Investor") in
such Public Offer Jurisdiction[s] to whom an offer of any Notes is made by
any Authorised Offeror and where the offer is made during the period for
which that consent is given. However, neither the Issuer nor any Dealer
has any responsibility for any of the actions of any Authorised Offeror,
including compliance by an Authorised Offeror with applicable conduct of
business rules or other local regulatory requirements or other securities
law requirements in relation to such offer.]
[The consent referred to above relates to Offer Periods (if any) ending no
later than the date falling 12 months from the date of the approval of the
Base Prospectus by the CSSF.]
[An Investor intending to acquire or acquiring any Notes from an
Authorised Offeror will do so, and offers and sales of the Notes to an
Investor by an Authorised Offeror will be made, in accordance with
any terms and other arrangements in place between such
Authorised Offeror and such Investor including as to price
allocations and settlement arrangements (the "Terms and Conditions
of the Non-exempt Offer"). The Issuer will not be a party to any such
arrangements with Investors (other than Dealers) in connection with
the offer or sale of the Notes and, accordingly, the Base Prospectus
and any Final Terms will not contain such information. The Terms
and Conditions of the Non-exempt Offer shall be provided to
Investors by that Authorised Offeror at the time of the Non-exempt
Offer. Neither the Issuer nor any of the Dealers or other Authorised
Offerors has any responsibility or liability for such information.]/[Not
Applicable. There is no public offering of Notes and no consent has been
given.]]
6

Section B Issuer
B.1
The legal and
Unibail-Rodamco SE ("Unibail-Rodamco" or the "Issuer").
commercial
name of the
Issuer
B.2
The domicile
Unibail-Rodamco is a European public limited liability company domiciled and
and legal
incorporated in France (Societas Europaea or SE) with a Supervisory Board and a
form of the
Management Board incorporated under the laws of France and is governed by (i) the
Issuer, the
provisions of the European Council Regulation 2001/2157/EC of 8 October 2001
legislation
applicable to European Companies and that of the European Council Directive
under which
2001/86/EC of 8 October 2001 supplementing the Statute for a European Company
the Issuer
with regard to the involvement of employees, (ii) the provisions of French law relating to
operates and
European Companies, as well as for all other matters partially covered or not covered
its country of
by the SE Regulation and (i i) the current laws and regulations of France applicable to a
incorporation société anonyme.
B.4b
Description
Not Applicable. There are no particular trends indicated by the Issuer.
of any known
trends
affecting the
Issuer and
the industries
in which it
operates
B.5
A description
The Issuer is an operating company and the parent company of a group of subsidiaries
of the
active in the property sector in continental Europe.
Issuer's
The group Unibail-Rodamco was formed in July 2007, following the exchange offer and
Group and its announced merger of France-based property company Unibail Holding and Dutch real
position
estate group Rodamco Europe N.V. Further to this combination and the combination of
within the
the convention and exhibition businesses of Chambre de Commerce et d'Industrie de
Group
Paris and Unibail-Rodamco in January 2008, the scope of consolidation of Unibail-
Rodamco as at 31 December 2015 included 298 companies fully consolidated in 12
countries. In the framework of the Squeeze out proceedings under Dutch law initiated
on 14 December 2007, the Enterprise Chamber of the Court of Appeal in Amsterdam
on 17 May 2011, set the price of the 660,562 remaining Rodamco Europe shares. As of
9 June 2011 the Company holds 100 per cent. of the share capital of Rodamco Europe
NV.
B.9
Profit
Not Applicable. The Issuer has not produced a profit forecast or estimate.
forecast or
estimate
B.10
Qualification
Not Applicable. There are no qualifications in the Issuer's consolidated annual
s in the
financial statements for the years ended 31 December 2015 and 31 December 2014.
auditors'
report
7

Section B Issuer
B.12
Selected
Selected key financial information relating to the Issuer:
historical key

financial
(In million
As at 30
As at 30
As at 31
As at 31
information
Euros)
June 2016
June
December December
2015
2015
2014

Portfolio
39,299
35,699
37,755
34,576
No material
valuation
adverse
Total
19,768
17,169
19,239
16,933
change
shareholders'
statement
equity
For the
For the
For the
For the

interim
interim
year
year ended
Significant

period
period
ended 31
31
change
ended 30
ended 30
December December
statement
June 2016
June
2015
2014
2015
Net rental

income (by

division)
-Retail
643
582
1,177
1,192
-Offices
84
84
170
172
-Convention
53
59
105
100
& Exhibition

Net rental
781
725
1,453
1,465
income
Result on
1,050
851
1,834
1,408
disposal,
valuation
movements
and
impairment
of goodwil
Net result
1,285
1,024
2,334
1,671
(owners of
the parent)
of which
575
528
1,030
1,068
recurring
result

There has been no material adverse change in the prospects of the Issuer since 31
December 2015.

[Not applicable/there has been no significant change in the financial or trading position
of the Issuer since 30 June 2016.]

8

Section B Issuer
B.13
Recent
Not Applicable. The Issuer considers that no event relevant to the evaluation of its
material
solvency has taken place since the publication of its last interim or annual financial
events
statements.
relevant to
the
evaluation of
the Issuer's
solvency
B.14
Extent to
See Element B.5 for the Group and the Issuers' position within the Group.
which the
The organisational chart below shows the Unibail-Rodamco Group structure on 30
Issuer is
June 2016:
dependent

upon other
entities
within the
Group

The Issuer is the parent company of a group of subsidiaries and therefore depends in
part on the financial and trading position of its principal subsidiaries.
B.15
Principal
In accordance with article 2 of the Articles of Association of the Issuer, the corporate
activities of
purpose of the Issuer in France and abroad, is:
the Issuer
-
investment through the acquisition, development, construction, ownership of land,
buildings, property assets and rights, and the fitting out of property complexes,
with a view to renting them out;
-
the management, rental, leasing, divestment or exchange of the above assets,
either directly or through taking investments or ownership interests, or by creating
partnerships, companies or consortia;
-
more generally, any financial, securities or property transactions directly or
indirectly connected with the foregoing object or likely to facilitate its achievement;
-
acquiring, owning or divesting of investments in any French or foreign legal entities
with an activity directly or indirectly linked to the corporate object of the company
or which would favour its development.
B.16
Extent to
Not Applicable. On 30 June 2016, none of Unibail-Rodamco's shareholders had
which the
declared holdings of more than 10 per cent. of the issued share capital. The main
Issuer is
known investors, with holdings of between 4 per cent. and 10 per cent., include APG,
directly or
Natixis Asset Management and Northern Cross.
indirectly
owned or
controlled
9

Section B Issuer
B.17
Credit ratings The Programme has been rated A by Standard & Poor's Ratings Services, a division of
assigned to
The McGraw-Hill Companies Inc. ("S&P"), and A+ by Fitch Ratings Ltd ("Fitch"), which
the Issuer or
are established in the European Union and registered under Regulation (EC) No.
its debt
1060/2009 on credit ratings agencies (the "CRA Regulation"), as amended by
securities
Regulation (EU) No. 513/2011, and included in the list of credit rating agencies
registered in accordance with the CRA Regulation published on the European
Securities and Markets Authority's website (www.esma.europa.eu/page/List-registered-
and-certified-CRAs) as of the date of the Base Prospectus.
[Not Applicable. The Issuer and the Notes are not rated.] Notes issued under the
Programme may be rated or unrated. Where an issue of Notes is rated, its rating wil
not necessarily be the same as the rating applicable to the Programme. A rating is not
a recommendation to buy, sell or hold securities and may be subject to suspension,
change or withdrawal at any time by the assigning rating agency.1

Credit ratings: [Not Applicable. The Issuer and the Notes are not rated. /The
Notes to be issued [have been/are expected to be] rated:
[S & P: [·]]
[Moody's: [·]
[Fitch Ratings: [·]]]

1 The two preceding paragrapgs shall be deleted for the purpose of drafting an issue specific summary.
10