Obligation Unibail-Rodamco-Westfield Group 3% ( XS1378817990 ) en EUR

Unibail-Rodamco-Westfield Group

100 % ▼

France

XS1378817990 ( en EUR )

3% par an ( paiement annuel )

15/03/2027 - Obligation échue

Prospectus brochure de l'obligation Unibail-Rodamco-Westfield XS1378817990 en EUR 3%, échue

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

L'analyse des marchés financiers révèle le récent achèvement de l'échéance d'une obligation majeure émise par Unibail-Rodamco-Westfield (URW), une entité foncière cotée, leader mondial des centres commerciaux et un acteur significatif de l'immobilier commercial, possédant un portefeuille diversifié d'actifs phares en Europe et aux États-Unis. Ce titre de dette, identifié par le code ISIN XS1378817990 et émis depuis la France, a atteint sa maturité le 15 mars 2027 et a été intégralement remboursé, le prix de remboursement sur le marché étant de 100% de sa valeur nominale. Libellée en euros (EUR), cette obligation offrait un taux d'intérêt annuel fixe de 3%, avec une fréquence de paiement des coupons également annuelle, assurant aux porteurs de titres une rémunération constante jusqu'à la date de son remboursement final, marquant ainsi la clôture réussie de cet engagement financier pour l'émetteur.

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. This Base Prospectus replaces and supersedes in its
entirety the Base Prospectus dated 1 August 2014 and all the supplements relating thereto.
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 (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).
The CSSF gives no undertaking as to the economic and financial soundness of the transaction and the quality or solvency of the Issuers or Guarantor in line with
the provisions of Article 7(7) of the Luxembourg Law 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.
Arranger for the Programme
Merrill Lynch Capital Markets (France) SAS
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 30 July 2015

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
2

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.
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").

3

TABLE OF CONTENTS
Page
SUMMARY ......................................................................................................................................................... 5
RISK FACTORS ............................................................................................................................................... 24
RETAIL CASCADES ....................................................................................................................................... 40
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................. 42
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................. 47
TERMS AND CONDITIONS OF THE NOTES ............................................................................................ 52
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. ........................................................................................................ 105
RODAMCO SVERIGE AB ............................................................................................................................ 107
SIGNIFICANT RECENT DEVELOPMENTS.............................................................................................. 109
TAXATION ...................................................................................................................................................... 110
SUBSCRIPTION AND SALE ....................................................................................................................... 119
PRO FORMA 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 ........................................................................................................ 125
PRO FORMA 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 ........................................................................................................................ 138
GENERAL INFORMATION .......................................................................................................................... 148

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 this base prospectus
disclaimer
(the "Base Prospectus"). Any decision to invest in the Notes should be
regarding the
based on a consideration by any investor of the Base Prospectus as a
summary
whole. Where a claim relating to information contained in this 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 this 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 this Base Prospectus or it does not provide, when read together
with the other parts of this 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 [specify jurisdiction(s) of the
regarding
European Union in which this Base Prospectus has been passported] (the
consent by
"Public Offer Jurisdictions") that is not within an exemption from the
the Issuer to
requirement to publish a prospectus under the Directive 2003/71/EC as
the use of the
amended ("Prospectus Directive"), (a "Public Offer"), the Issuer
Prospectus
consents to the 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 [public offer jurisdiction(s) to be specified here] 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
5

time including, without limitation and in each case, Rules relating to both
the appropriateness or suitability of any investment in the Notes by any
person and disclosure to any potential investor; (b) complies with the
restrictions set out under "Subscription and Sale" in this 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 or benefits of any kind)
received or paid by that financial intermediary in relation to the offer or
sale of the Notes 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, 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
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
6

given.]]
7

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 (Societas
and legal
Europaea or SE) with a Supervisory Board and a Management Board
form of the
incorporated under the laws of France and is governed by (i) the provisions of
Issuer, the
the European Council Regulation 2001/2157/EC of 8 October 2001 applicable
legislation
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
the Issuer
Company with regard to the involvement of employees, (ii) the provisions of
operates and
French law relating to European Companies, as well as for all other matters
its country of
partially covered or not covered by the SE Regulation and (iii) the current laws
incorporation
and regulations of France applicable to a 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
of the
subsidiaries active in the property sector in continental Europe.
Issuer's
The group Unibail-Rodamco was formed in July 2007, following the exchange
Group and its
offer and announced merger of France-based property company Unibail
position
Holding and Dutch real estate group Rodamco Europe N.V. Further to this
within the
combination and the combination of the convention and exhibition businesses
Group
of Chambre de Commerce et d'Industrie de Paris and Unibail-Rodamco in
January 2008, the scope of consolidation of Unibail-Rodamco as at 30 June
2015 included 308 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 Qualifications
Not Applicable. There are no qualifications in the Issuer's consolidated annual
in the
financial statements for the years ended 31 December 2014 and 31 December
auditors'
2013.
report
8

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 2015
June
December December
2014
2014
2013

Portfolio
35,669 33,587
34,576
32,134
No material
valuation
adverse
Total
17,169
15,795
16,933
15,884
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
June 2015
June
2014
2013
statement
2014
Net rental

income (by

division)
-Retail
582
590
1,192
1,097
-Offices
84 83
172
160
-Convention
59
46
100
96
& Exhibition

Net rental
725
719
1,465
1,352
income
Result on
851 486
1,408
525
disposal,
valuation
movements
and
impairment
of goodwill
Net result
1,024 652
1,671
1,291
(owners of
the parent)
of which
528 539
1,068
986
recurring
result

There has been no material adverse change in the prospects of the Issuer
since 31 December 2014.
Not Applicable. There has been no significant change in the financial or trading
position of the Issuer since 30 June 2015.

9

Section B Issuer
B.13 Recent
Not Applicable. The Issuer considers that no event relevant to the evaluation of
material
its solvency has taken place since the publication of its last interim or annual
events
financial 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
Issuer is
30 June 2015:
dependent

upon other
entities
within the
UNIBAIL-RODAMCO
SE
Group
Shopping Centre
Office subsidiaries
subsidiaries directly
Uni-commerces and its
Doria and its
Rodamco Europe B.V.
Unibail-Rodamco SI BV
directly owned by Uni-
owned by Unibail-
subsidiaries
subsidiaries
and its subsidiaries
and its subsidiaries
bail-Rodamco
Rodamco
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
activities of
corporate 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 1 July 2015, none of Unibail-Rodamco's shareholders had
which the
declared holdings of more than 10 per cent. of the issued share capital. The
Issuer is
main known investors, with holdings of between 4 per cent. and 10 per cent.,
directly or
include APG and Blackrock Advisors (U.K.).
indirectly
owned or
controlled
10