Bond Unibail-Rodamco-Westfield Group 7.25% ( FR001400IU83 ) in EUR

Unibail-Rodamco-Westfield Group

100 % ⇌

Netherlands

FR001400IU83 ( in EUR )

7.25% per year ( payment 1 time a year)

Perpetual

Prospectus brochure of the bond Unibail-Rodamco-Westfield FR001400IU83 en EUR 7.25%, maturity Perpetual

03/10/2026 ( In 182 days )

Unibail-Rodamco-Westfield is a global real estate company specializing in owning and operating large-scale shopping malls and mixed-use properties in major European and American cities.

Unibail-Rodamco-Westfield N.V. issued a perpetual EUR 500,000,000 bond (ISIN: FR001400IU83), currently trading at 108.59% of par value, offering a 7.25% coupon with annual payments and a minimum trading size of 1,000.

Prospectus dated 28 June 2023

UNIBAIL-RODAMCO-WESTFIELD SE
(incorporated in the Republic of France as a European public company with limited liability and having
a share capital of 695 202 525 as at the date of this Prospectus)
995,000,000 Deeply Subordinated Perpetual Fixed Rate Resettable Perp-NC 5.25 Bonds
guaranteed on a subordinated basis by
UNIBAIL-RODAMCO-WESTFIELD N.V.
(incorporated in the Netherlands as a public company with limited liability)
Issue Price: 100 per cent.
The 995,000,000 Deeply Subordinated Perpetual Fixed Rate Resettable Perp-NC 5.25 Bonds (the
"Bonds") of Unibail-Rodamco-Westfield SE (the "Issuer" or "URW SE") irrevocably guaranteed on a
subordinated basis by Unibail-Rodamco-Westfield N.V. (the "Guarantor" or "URW NV") will be issued
on 3 July 2023 (the "Issue Date").
The Bonds are issued as partial consideration for the exchange of the Issuer's outstanding 1,250,000,000
Deeply Subordinated Perpetual Fixed Rate Resettable Perp-NC5.5 Bonds issued on 25 April 2018 (ISIN
FR0013330529) (the "Existing Bonds") as described in an Exchange Offer Memorandum dated 20 June
2023 prepared by the Issuer (the "Exchange" and the "Exchange Offer Memorandum"), which does not
form part of this Prospectus and has not been reviewed nor approved by the Autorité des marchés financiers
(the "AMF"). This prospectus has been prepared for purposes of the listing and admission to trading of the
Bonds on Euronext Paris and in connection with the Exchange, and may not be used for any other purpose.
The Bonds will bear interest on their principal amount:
(i)
from (and including) the Issue Date, to (but excluding) 3 October 2028 (the "First Reset
Date"), at a fixed rate of 7.25 per cent. per annum payable annually in arrear on 3 October in
each year, except for the first interest payment date falling on 3 October 2023, for which there
will be a short first coupon in respect of the period from and including the Issue Date to but
excluding the first interest payment date, amounting to EUR 1,827.40 per Bond; and
(ii)
from and including the First Reset Date, for each Reset Rate Interest Period thereafter, at the
applicable Reset Rate of Interest which amounts to the sum of (a) the relevant Euro 5 Year
Swap Rate for each such period plus (b) the Relevant Margin, as determined by the
Calculation Agent, payable annually in arrear on 3 October in each year, all as further
described in the "Terms and Conditions of the Bonds - Interest General".
"Relevant Margin" means (i) from (and including) the First Reset Date, to (but excluding) 3 October 2033
("First Step Up Date"), 3.995 per cent, (ii) from (and including) the First Step Up Date to (but excluding)
3 October 2048 ("Second Step Up Date"), 4.245 per cent. and (iii) from (and including) the Second Step
Up Date, 4.995 per cent.
Payment of interest on the Bonds may, at the option of the Issuer, be deferred, under certain
circumstances, as set out in the "Terms and Conditions of the Bonds - Interest - Deferral of Interest".
The Bonds are undated obligations of the Issuer and have no fixed maturity date. However, the Issuer will
have the right to redeem the Bonds (i) in whole, but not in part, on any day in the period starting on and
including the 90th calendar day prior to the First Reset Date (i.e. 3 July 2028) (the "First Optional
Redemption Date") and ending on and including the First Reset Date, and on any applicable Interest
Payment Date thereafter, as further described in "Terms and Conditions of the Bonds Redemption and
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Purchase Call Options General Call Option of the Issuer", (ii) at any time (other than during the period
from and including the First Optional Redemption Date to and including the First Reset Date or upon any
subsequent Interest Payment Date) at the Make-whole Redemption Amount, all as defined and further
described in "Terms and Conditions of the Bonds Redemption and Purchase Call Options Make-whole
Redemption by the Issuer" and (iii) in the event that the Issuer, the Guarantor and/or any of their respective
Subsidiaries, has or have purchased and cancelled, Bonds equal to or in excess of 75 per cent. of the
aggregate principal amount of the Bonds initially issued on the Issue Date and on the issue date of any
further bonds issued pursuant to Condition 13 (Further Issues), in whole but not in part, at their principal
amount together with any amounts outstanding thereon including an amount equal to any Arrears of Interest
and any Additional Interest Amounts, together with accrued interest to the date of redemption as defined
and further described in "Terms and Conditions of the Bonds Redemption and Purchase Minimal
outstanding amount".
The Issuer may, at its option, also redeem the Bonds upon the occurrence of an Issuer Gross-Up Event, a
Withholding Tax Event, a Guarantor Gross-Up Event, a Tax Deduction Event, an Accounting Event or a
Rating Agency Event, each as defined and further described in "Terms and Conditions of the Bonds
Redemption and Purchase".
This document (including the documents incorporated by reference herein) constitutes a prospectus (the
"Prospectus") for the purposes of Article 6 of Regulation (EU) 2017/1129, as amended (the "Prospectus
Regulation"). This Prospectus has been approved by the AMF in France in its capacity as competent
authority pursuant to the Prospectus Regulation. The AMF only approves this Prospectus as meeting the
standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such
approval should not be considered as an endorsement of either the Issuer or the quality of the Bonds that
are the subject of this Prospectus. Investors should make their own assessment as to the suitability of
investing in the Bonds.
Application has been made to admit the Bonds to trading on the regulated market of Euronext Paris
("Euronext Paris") as from the Issue Date. Euronext Paris is a regulated market for the purposes of the
Markets in Financial Instruments Directive 2014/65/EU, as amended, appearing on the list of regulated
markets issued by the European Securities and Markets Authority ("ESMA").
The Bonds will be issued in dematerialised bearer form in the denomination of Euro 100,000 each. Title to
the Bonds will be evidenced by book-entries in accordance with Articles L.211-3 et seq. and R. 211-1 et
seq. of the French Code monétaire et financier. No physical document of title (including certificats
représentatifs pursuant to Article R. 211-7 of the French Code monétaire et financier) will be issued in
respect of the Bonds.
The Bonds will, as from their Issue Date, be inscribed in the books of Euroclear France which shall credit
the accounts of the Account Holders. "Account Holder" shall mean any intermediary institution entitled
to hold, directly or indirectly, accounts on behalf of its customers with Euroclear France, and includes
Clearstream Banking, S.A. and Euroclear Bank SA/NV.
The Bonds have been assigned a rating of BBB- by S&P Global Ratings Europe Limited ("S&P") and Ba1
by Moody's Deutschland GmbH ("Moody's"). As of the date of this Prospectus, the consolidate group
composed of URW SE and URW NV and their respective subsidiaries ("URW") has been assigned a
corporate credit rating of "BBB+" (stable outlook) by S&P and Moody's has assigned it a long-term credit
rating of "Baa2" (stable outlook). Each of S&P and Moody's is a credit rating agency established in the
European Union and registered under Regulation (EC) No 1060/2009, as amended by Regulation (EU) No.
513/2011 (the "EU CRA Regulation"). As such S&P and Moody's are included in the list of registered
credit rating agencies published by the ESMA on its website (https://www.esma.europa.eu/credit-rating-
agencies/cra-authorisation) in accordance with the EU CRA Regulation. Moody's and S&P are not
established in the United Kingdom and are not registered in accordance with Regulation (EC)
No.1060/2009 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018
(the "EUWA") (the "UK CRA Regulation"). The ratings of the Bonds issued by Moody's and S&P have
been endorsed by Moody's Investors Service Limited and S&P Global Ratings UK Limited, respectively,
in accordance with UK CRA Regulation and have not been withdraw. 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.
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Copies of this Prospectus may be obtained, free of charge, at the registered office of the Issuer during
normal business hours. Copies of this Prospectus will also be available on the website of the AMF
(www.amf-france.org) and on the website of the Issuer (www.urw.com).
Prospective investors should review all the information contained or incorporated by reference in this
Prospectus and, in particular, the information described in the section "Risk Factors" of this Prospectus.
Structuring Agents and Active Bookrunners
BNP PARIBAS
BofA SECURITIES
CRÉDIT AGRICOLE CIB
J.P. MORGAN
Active Bookrunners
NATIXIS
SOCIÉTÉ GÉNÉRALE
Other Bookrunners
BARCLAYS
DEUTSCHE BANK
HSBC
MIZUHO
RBC CAPITAL MARKETS

Co-Managers
ABN AMRO
BBVA
SANTANDER CORPORATE &
COMMERZBANK
INVESTMENT BANKING
CIC MARKET SOLUTIONS
ING
IMI-INTESA SANPAOLO
LA BANQUE POSTALE
MUFG
SMBC

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IMPORTANT NOTICES
This Prospectus has been prepared for the purpose of giving information with regard to the Issuer, the
Guarantor and the Issuer and its consolidated subsidiaries taken as a whole (the "Group") and the Bonds
which, according to the particular nature of the Issuer, the Guarantor and the Bonds, is necessary to enable
investors to make an informed assessment of the assets and liabilities, financial position, profit and losses
and prospects of the Issuer and the Guarantor and the rights attaching to the Bonds, the reason for the
issuance of the Bonds and its impact on the Issuer.
This Prospectus may only be used for the purposes for which it has been published and is to be read in
conjunction with all documents which are incorporated herein by reference (see "Documents Incorporated
by Reference").
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Bonds in any
jurisdiction to any person to whom it is unlawful to make the offer or the solicitation in such jurisdiction.
None of the Issuer, the Guarantor or the Managers (as defined in "General Information") represent that this
document may be lawfully distributed, or that any Bonds may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no
action has been taken by the Issuer, the Guarantor or the Managers which is intended to permit an offering
to retail investors of any Bonds or distribution of this Prospectus in any jurisdiction where action for that
purpose is required. This Prospectus does not constitute an offer or an invitation by or on behalf of the
Issuer, the Guarantor or the Managers to subscribe for, or purchase, the Bonds and may not be used for an
offer or sale of the Bonds upon their initial issuance otherwise than in connection with the Exchange.
This Prospectus has been prepared on the basis that any offer of the Bonds in the United Kingdom (the
"UK") will be made pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus
Regulation") from a requirement to publish a prospectus for offers of Bonds. This Prospectus is not a
prospectus for the purpose of the UK Prospectus Regulation. Accordingly, no Bonds may be offered or
sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may
be distributed or published in any jurisdiction, except under circumstances that will result in compliance
with any applicable laws and regulations and the Managers have represented that all offers and sales by
them will be made on the same terms. Persons into whose possession this Prospectus or any Bonds may
come must inform themselves about, and observe, any such restrictions on the distribution of this
Prospectus and the offer and sale of Bonds.
No person is authorised to give any information or to make any representation other than those contained
in this Prospectus in connection with the issue or sale of the Bonds and, if given or made, such information
or representation must not be relied upon as having been authorised by the Issuer, the Guarantor or any of
the Managers (as defined below). Neither the delivery of this Prospectus nor any offering, sale or delivery
of any Bonds made in connection herewith shall, under any circumstances, create any implication that there
has been no change in the affairs of the Issuer, the Guarantor or the Group since the date hereof, or that
there has been no adverse change in the financial position of the Issuer, the Guarantor or the Group since
the date hereof, or the date upon which this Prospectus has been most recently amended or supplemented
or that the information contained or incorporated by reference in it or, that any other information supplied
in connection with the Bonds 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.
THE DISTRIBUTION OF THIS PROSPECTUS AND THE OFFERING OR SALE OF THE BONDS IN
CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE
POSSESSION THIS PROSPECTUS COMES ARE REQUIRED BY THE ISSUER, THE GUARANTOR
AND THE MANAGERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTION. NEITHER THE BONDS NOR THE SUBORDINATED GUARANTEE (AS DEFINED
BELOW) HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND ARE SUBJECT TO U.S. TAX LAW
REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, BONDS 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).
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The Managers have not separately verified the information contained or incorporated by reference in this
Prospectus and none of the Managers accepts any responsibility for the contents of this Prospectus, or for
any other statement, made or purported to be made by the Managers or on its behalf in connection with the
Issuer, the Guarantor or the Group or the issue or offering of the Bonds. The Managers accordingly disclaim
all and any liability whether arising in tort or contract or otherwise which it might have in respect of this
Prospectus or any such statement. Neither this Prospectus nor any financial statements are intended to
provide the basis of any credit or other evaluation and should not be considered as a recommendation by
the Issuer, the Guarantor or the Managers that any recipient of this Prospectus or any financial statements
should purchase the Bonds. Each potential purchaser of Bonds should determine for itself the relevance of
the information contained in this Prospectus and its purchase of Bonds should be based upon such
investigation as it deems necessary. None of the Managers undertakes to review the financial condition or
affairs of the Issuer, the Guarantor or the Group during the life of the arrangements contemplated by this
Prospectus, nor to advise any investor or potential investor in the Bonds of any information coming to the
attention of any of the Managers.
Any websites included in this Prospectus are for information purposes only and do not form any part of this
Prospectus.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Bonds are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means
a person who is one (or both) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU, as amended ("MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97,
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014, as
amended (the "EU PRIIPs Regulation") for offering or selling the Bonds or otherwise making them
available to retail investors in the EEA has been or will be prepared and therefore offering or selling the
Bonds or otherwise making them available to retail investors in the EEA may be unlawful under the EU
PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS The Bonds are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or
both) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer
within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and
any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer
would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No
600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information
document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering or selling the Bonds or otherwise making them
available to retail investors in the United Kingdom has been prepared and therefore offering or selling the
Bonds or otherwise making them available to any retail investor in the United Kingdom may be unlawful
under the UK PRIIPs Regulation.
MIFID II product governance / Professional Investors and Eligible Counterparties only target
market Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Bonds, taking into account the five categories referred to in item 18 of the
Guidelines published by ESMA on 5 February 2018 has led to the conclusion that: (i) the target market for
the Bonds are eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU
(as amended, "MiFID II"); and (ii) all channels for distribution of the Bonds to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending the Bonds
(a "distributor") should take into consideration the manufacturers' target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect
of the Bonds (by either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.
AN INVESTMENT IN THE BONDS MIGHT NOT BE SUITABLE FOR ALL INVESTORS - The
Bonds are complex financial instruments that may not be a suitable investment for all investors. Each
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potential investor in the Bonds must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the
merits and risks of investing in the Bonds and the information contained or incorporated by
reference in this Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Bonds and the impact such investment will have
on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Bonds including where the currency for principal or interest payments is different from the
potential investor's currency;
(iv)
understand thoroughly the terms of the Bonds and be familiar with the behaviour of any relevant
indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Legality of Purchase
Neither the Issuer, the Guarantor nor any of the Managers nor any of their respective affiliates has or
assumes responsibility for the lawfulness of the acquisition of the Bonds by a prospective investor of the
Bonds, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates
(if different), or for compliance by that prospective investor with any law, regulation or regulatory policy
applicable to it. Any investor participating in the Exchange is solely responsible for ensuring that any offer
or resale of the Bonds occurs in compliance with applicable laws and regulations.
Legal investment considerations may restrict certain investments
The investment activities of certain investors are subject to investment laws and regulations, or to review
and/or regulation by certain authorities. Each potential investor should consult its legal advisers to
determine whether and to what extent (i) the Bonds are legal investments for it, (ii) the Bonds can be used
as collateral for various types of borrowing and (iii) other restrictions apply to its purchase or pledge of any
of the Bonds. Financial institutions should consult their legal advisors or the appropriate regulators to
determine the appropriate treatment of the Bonds under any applicable risk-based capital or similar rules.
Regulatory Restrictions
Investors whose investment activities are subject to investment laws and regulations or to review or
regulation by certain authorities may be subject to restrictions on investments in certain types of debt
securities. Investors should review and consider such restrictions prior to investing in the Bonds.

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CONTENTS

Page
RISK FACTORS .......................................................................................................................................... 1
GENERAL DESCRIPTION OF THE BONDS ......................................................................................... 13
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 18
TERMS AND CONDITIONS OF THE BONDS ...................................................................................... 23
DESCRIPTION OF THE SUBORDINATED GUARANTEE .................................................................. 44
DESCRIPTION OF THE GUARANTOR ................................................................................................. 46
USE OF PROCEEDS ................................................................................................................................. 50
RECENT DEVELOPMENTS .................................................................................................................... 51
GENERAL INFORMATION .................................................................................................................... 55
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS .................... 59

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RISK FACTORS
The Issuer and the Guarantor believe that the following factors may affect their ability to fulfil their
obligations under Bonds issued and, as the case may be, the Subordinated Guarantee. All of these factors
are contingencies which may or may not occur. The risk factors may relate to the Issuer or the Guarantor
or any of their subsidiaries or affiliates.
Factors which the Issuer and the Guarantor believe are specific to the Issuer, the Guarantor and/or the
Bonds and material for an informed investment decision with respect to investing in the Bonds are described
below.
The Issuer and the Guarantor believe that the factors described below represent the principal risks inherent
in investing in the Bonds, but the inability of the Issuer (or the Guarantor) to pay interest, principal or
other amounts on or in connection with the Bonds and, as the case may be, the Subordinated Guarantee
may occur for other reasons. Prospective investors should also read the detailed information set out
elsewhere in this Prospectus (including the relevant sections of any documents incorporated by reference
herein) and reach their own views prior to making any investment decision.
References in this Risk Factors section to other defined terms are to the terms as defined in the Terms and
Conditions of the Bonds.
RISKS RELATED TO THE ISSUER AND THE GUARANTOR
A. RISKS RELATED TO THE ISSUER
For risk factors related to the Issuer, please see pages 435-449 of the URW SE 2022 Universal Registration
Document, incorporated by reference herein.
The following categories of risk factors are mentioned in the URW SE 2022 Universal Registration
Document:
Category #1: Business sector and operational risks
A. Retail market evolution and disruption
B. Mergers & acquisitions, investment and divestment
C. Development, design and construction management
D. Information technology system and data: continuity and integrity
E. Leasing and commercial partnerships

Category #2: Financial and tax risks
A. Access to capital and financial markets disruption
B. REIT status and tax compliance

Category #3: Environmental and social responsibility risks
A. Sustainability risks
B. Recruitment, retention and succession plan

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Category #4: Security, health and safety risks
A. Terrorism and major security incident
B. Health and safety (including pandemic and natural disasters)

Category #5: Legal and regulatory risks
A. Legal and regulatory
B. Corruption, money laundering and fraud risks

B. RISKS RELATED TO THE GUARANTOR
For risk factors related to the Guarantor, please see pages 114 to 123 of URW NV 2022 Annual Report,
incorporated by reference herein.
The following categories of risk factors are mentioned in the URW NV 2022 Annual Report:
Category #1: Business sector and operational risks
A. Retail market evolution and disruption
B. Investment and divestment
C. Refurbishment and construction
D. Leasing & commercial partnerships
E. Information technology systems & data, continuity and integrity
Category #2: Financial and tax risks
A. Access to capital and financial market disruption
B. REIT status & regime (tax)
Category #3: Environmental and social responsibility risks
A. Recruitment, retention & succession
B. Sustainability risks
Category #4: Security, health and safety risks
A. Terrorism and major security incidents
B. Health and safety (natural disasters)
Category #5: Legal and regulatory risks
A. Legal & regulatory
B. Corruption, money laundering & fraud
The below risk factor does not feature in the URW NV 2022 Annual Report but also constitutes a "legal
and regulatory risk"
Corporate benefit, financial assistance laws and other limitations on the Subordinated Guarantee granted
by the Guarantor may adversely affect their validity and enforceability.
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The Guarantor's articles of association (statuten) expressly provide that one of its objects is to furnish
guarantees for the benefit of the Issuer and its affiliated bodies. The Guarantor has carried out all the
corporate procedures which it considers necessary for it to be able to validly enter into the Subordinated
Guarantee. However, if a court were nonetheless to hold the Subordinated Guarantee unenforceable for any
reason, including due to a contravention of Dutch laws relating to corporate benefit (ultra vires), fraudulent
conveyance and financial assistance, such court could also hold that the payment obligations under such
unenforceable Subordinated Guarantee are ineffective, or require the Bondholders to repay any amounts
received with respect to such unenforceable Subordinated Guarantee. In the event of a finding that a
fraudulent conveyance occurred in respect of the Guarantor, Bondholders may cease to have any claim in
respect of the Guarantor and would be creditors solely of the Issuer.
In addition, investors should note the risk factors below.

RISKS RELATED TO THE BONDS
In each sub-category below, the Issuer and the Guarantor set out first the most material risks, in their
assessment, taking into account the adverse impact of such risks on the Issuer and the Guarantor and the
probability of their occurrence. The following sub-categories of risk factors are identified:
A. RISKS FOR THE BONDHOLDERS AS CREDITORS OF THE ISSUER AND THE
GUARANTOR
Insolvency Laws and the EU Restructuring Directive applicable to the Issuer
Insolvency laws and the EU Restructuring Directive (as defined below) could have a material adverse effect
on Bondholders' rights and claims under the Bonds.
The Issuer is incorporated in the Republic of France as a European public company with limited liability.
In the event that the Issuer becomes insolvent, insolvency proceedings will be generally governed by the
insolvency laws of France to the extent that, where applicable, the "centre of main interests" (as construed
under Regulation (EU) 2015/848, as amended) of the Issuer is located in France. The Directive
(EU) 2019/1023 on preventive restructuring frameworks, on discharge of debt and disqualifications, and
on measures to increase the efficiency of procedures concerning restructuring, insolvency and discharge of
debt, and amending Directive (EU) 2017/1132 ("EU Restructuring Directive"), has been transposed into
French law by the Ordonnance 2021-1193 dated 15 September 2021 (the "2021 Ordonnance"). Such 2021
Ordonnance amended French insolvency laws in particular with regard to the process of adoption of
restructuring plans under insolvency proceedings. According to the 2021 Ordonnance, "affected parties"
(including creditors, and therefore the Bondholders) shall be treated in separate classes which reflect certain
class formation criteria for the purpose of adopting a restructuring plan. Classes shall be formed in such a
way that each class comprises claims or interests with rights that reflect a sufficient commonality of interest
based on verifiable criteria. Bondholders will no longer deliberate on the proposed restructuring plan in a
separate assembly, meaning that they will no longer benefit from a specific veto power on this plan. Instead,
as any other affected parties, the Bondholders will be grouped into one or several classes (with potentially
other types of creditors) and their dissenting vote may be overridden by a cross-class cram down. This
limitation could have a material adverse effect on the ability of the Bondholders to recover their investments
in the Bonds.
The decision of each class is taken by a two-third (2/3rd) majority of the voting rights of the participating
members, no quorum being required. If the restructuring plan is not approved by all classes of affected
parties, it can still be ratified by the court at the request of the Issuer or the receiver with the Issuer's consent
and be imposed on dissenting classes through a cross-class cram down, under certain conditions.
For the avoidance of doubt, the provisions relating to the representation of Bondholders described in the
Terms and Conditions of the Bonds in Condition 10 (Meetings of Bondholders and modification) will not
be applicable to the extent they are not in compliance with compulsory insolvency law provisions that apply
in these circumstances.
Should such proceedings be opened, the commencement of insolvency proceedings against the Issuer could
have a material adverse effect on the market value of Bonds. In addition, any decisions taken by a class of
affected parties could materially and adversely impact the Bondholders and, depending on the nature of the
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