Bond Unibail-Rodamco-Westfield Group 4.17% ( XS0554753938 ) in EUR

Unibail-Rodamco-Westfield Group

100 % ▼

France

XS0554753938 ( in EUR )

4.17% per year ( payment 1 time a year)

04/11/2030 - Bond has expired

Prospectus brochure of the bond Unibail-Rodamco-Westfield XS0554753938 in EUR 4.17%, expired

100 000 EUR

41 000 000 EUR

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.

The Bond issued by Unibail-Rodamco-Westfield Group ( France ) , in EUR, with the ISIN code XS0554753938, pays a coupon of 4.17% per year.
The coupons are paid 1 time per year and the Bond maturity is 04/11/2030

UNIBAIL-RODAMCO SE
(incorporated in the Republic of France with limited liability)
RODAMCO EUROPE N.V.
(incorporated in the Netherlands as a public company with limited liability)
RODAMCO EUROPE FINANCE B.V.
(incorporated in the Netherlands as a private company with limited liability)
EURO 5,500,000,000 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 N.V. ("Rodamco Europe") and Rodamco Europe Finance
B.V. ("Rodamco Europe Finance" and, together with Unibail-Rodamco and Rodamco Europe, 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 5,500,000,000 (or its equivalent in other currencies) unless the amount of the
Programme is increased following the date hereof.
This Base Prospectus supersedes the base prospectus dated 26 August 2009 prepared in connection with the Programme. 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 (i) 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, for approval of this prospectus as
a Base Prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the "Prospectus Directive"). 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).
Each Series (as defined in "Summary") 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") 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 "Summary"). 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 on page
62), 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. 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. 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 Capital
BofA Merrill Lynch
BNP PARIBAS
Crédit Agricole CIB
Handelsbanken Capital Markets
HSBC
ING Commercial Banking
Morgan Stanley
Société Générale Corporate & Investment
The Royal Bank of Scotland
Banking
The date of this Base Prospectus is 1 September 2010

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 prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (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 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 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. 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" below).
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 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 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.
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
2

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 accept 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 disclaims 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 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 and references to "Swedish Krona" and "SEK" are to the lawful currency of the Kingdom of
Sweden.
3

TABLE OF CONTENTS
Page
SUMMARY ..........................................................................................................................................................5
RISK FACTORS ...............................................................................................................................................13
DOCUMENTS INCORPORATED BY REFERENCE ..................................................................................24
GENERAL DESCRIPTION OF THE PROGRAMME ..................................................................................30
TERMS AND CONDITIONS OF THE NOTES.............................................................................................37
USE OF PROCEEDS ......................................................................................................................................65
UNIBAIL-RODAMCO SE.................................................................................................................................66
RODAMCO EUROPE......................................................................................................................................84
RODAMCO EUROPE FINANCE ...................................................................................................................88
TAXATION .........................................................................................................................................................90
SUBSCRIPTION AND SALE ..........................................................................................................................96
PRO FORMA FINAL TERMS FOR USE IN CONNECTION WITH ISSUES OF SECURITIES WITH A
DENOMINATION OF LESS THAN 50,000 TO BE ADMITTED TO TRADING ON AN EEA
REGULATED MARKET AND/OR OFFERED TO THE PUBLIC IN THE EUROPEAN
ECONOMIC AREA ................................................................................................................................100
PRO FORMA FINAL TERMS FOR USE IN CONNECTION WITH ISSUES OF SECURITIES WITH A
DENOMINATION OF AT LEAST 50,000 TO BE ADMITTED TO TRADING ON AN EEA
REGULATED MARKET ........................................................................................................................115
GENERAL INFORMATION ...........................................................................................................................127
4

SUMMARY
This summary is provided for purposes of the issue of Notes of a denomination less than Euro 50,000.
Such Notes may be issued by Unibail-Rodamco only, and not by any of the other Issuers. Investors in
Notes issued by Unibail-Rodamco of a denomination greater than Euro 50,000, or any Notes issued by
any Issuer other than Unibail-Rodamco, should not rely on this summary in any way and neither the
relevant Issuer nor (where applicable) the Guarantor accepts any liability to such investors. This summary
must be read as an introduction to this Base Prospectus and any decision to invest in any Notes should
be based on a consideration of this Base Prospectus as a whole, including the documents incorporated by
reference. Following the implementation of the relevant provisions of the Prospectus Directive in each
member state of the European Economic Area (an "EEA State"), no civil liability will attach to any of the
Issuer or (where applicable) the Guarantor in any such EEA State solely on the basis of this summary,
including any translation thereof, unless it is misleading, inaccurate or inconsistent to a significant extent
when read together with the other parts of this Base Prospectus. Where a claim relating to the information
contained in this Base Prospectus is brought before a court in an EEA State, the plaintiff may, under the
national legislation of the EEA State where the claim is brought, be required to bear the costs of
translating this Base Prospectus before the legal proceedings are initiated.
Words and expressions defined in "Terms and Conditions of the Notes" below shall have the same
meanings in this summary.
Essential characteristics and risks associated with the Issuers and the Guarantor
Unibail-Rodamco
Unibail-Rodamco is incorporated under French law as a Societas Europaea governed by the French and
European regulations. Its registered office and place of business are at 7 Place du Chancelier Adenauer
CS 31622, 75772 Paris Cedex 16, France.
The corporate object of Unibail-Rodamco in France and abroad is the acquisition, management, letting,
leasing, sale and exchange of all types of land, buildings, real property and real property rights, the
development of all types of land, the construction of all buildings and the fitting out of all property
complexes, whether directly, or through the acquisition of investments or interests, or by creating any civil
or commercial company or economic interest group.
Unibail-Rodamco is the European leader in commercial real estate with a total portfolio of approximately
EUR 23.3 billion in property value1 as at 30 June 2010 and EUR 1,257 million in net rental income for the
year ended 31 December 2009. Unibail-Rodamco SE invests in and manages shopping centres, offices
and convention-exhibition centres and is involved in related activities including services and event
organising.
Essential risks associated with Unibail-Rodamco
To make payments on the Notes issued under the Programme, Unibail-Rodamco will depend on the
income it receives from its business operations. The level of cash flows generated by its business
operations depends on the capacity of its assets to generate income. Unibail-Rodamco's ability to make
payments under the Notes issued under the Programme may be dependent on occupancy of its assets
and payments being made by the tenants of its properties. Each tenant may become unable to meet its
obligations under the relevant lease or may fail to pay the rents on the due date or at all.
Other risk factors include risk inherent to all commercial companies, property leasing risks, risk arising
from trends in the property market, risks arising from property asset construction and refurbishment
projects, insurance tenant insolvency risks, legal and regulatory risks, tax risks, financial risks, risk in the

1 Including transfer taxes
5

production of financial and accounting data, risk in expropriation and compulsory acquisition of properties,
and risk of possible conflicts of interest, all as more fully set out in "Risk Factors" in this Base Prospectus.
Credit ratings may not reflect all risks
The ratings may not reflect the potential impact of all risks related to structure, market and other factors
that may affect the value of the Notes.
Essential characteristics of the Programme and the Notes and risks associated with
the Notes
Essential characteristics of the Programme and the Notes
Description of the Programme
Guaranteed Euro Medium Term Note Programme.
Programme Size
The Issuers may, subject to compliance with all relevant laws,
regulations and directives, from time to time issue Notes
denominated in any currency. The aggregate principal amount
of Notes outstanding will not at any time exceed Euro
5,500,000,000 (or its equivalent in other currencies), subject to
any duly authorised increase.
Form of the Notes
The Notes may be issued in bearer form only, in such
denominations of not less than Euro 1,000 (or the equivalent
in another currency) in the case of Unibail-Rodamco as Issuer
and not less than Euro 50,000 (or the equivalent in another
currency) in respect of the other Issuers as may be specified
in the relevant Final Terms.
Arranger of the Programme
Merrill Lynch Capital Markets (France) SAS.
Dealers under the Programme
Barclays Bank PLC, BNP Paribas, Crédit Agricole Corporate
and Investment Bank, HSBC Bank plc, ING Bank N.V., Merrill
Lynch International, Morgan Stanley & Co. International plc,
Société Générale, Svenska Handelsbanken AB (publ) and The
Royal Bank of Scotland plc.
The Issuers and the Guarantor may from time to time
terminate the appointment of any dealer under the Programme
or appoint additional dealers either in respect of one or more
Tranches or in respect of the whole Programme. References
in this Base Prospectus to "Permanent Dealers" are to the
persons listed above as Dealers and to such additional
persons that are appointed as dealers in respect of the whole
Programme (and whose appointment has not been
terminated) and references to "Dealers" are to all Permanent
Dealers and all persons appointed as a dealer in respect of
one or more Tranches.
Types of Notes
The Issuers may issue:
·
Fixed Rated Notes (Notes with a fixed rate interest
payable in arrear on the date or dates in each year
specifired in the relevant Final Terms);
·
Floating Rate Notes
(Notes bearing interest
determined either (i) on the same basis as the floating
rate under a notional interest rate swap transaction in
the relevant Specified Currency governed by an
agreement incorporating the 2006 ISDA Definitions,
6

(ii) by reference to LIBOR, LIBID, LIMEAN or
EURIBOR (or such other benchmark as may be
specified in the relevant Final Terms) as adjusted for
any applicable margin, or (iii) as otherwise set out in
the applicable Final Terms);
·
Zero Coupon Notes (Notes issued at their nominal
amount or at a discount and which do not bear
interest);
·
Dual Currency Notes (Notes under which payments
(whether in respect of principal or interest and
whether at maturity or otherwise) will be made in such
currencies and based on such rates of exchange as
may be specified in the relevant Final Terms); and
·
Index Linked Notes (Notes under which payment of
principal or interest will be calculated by reference to
such index and/or formula as may be specified in the
relevant Final Terms),
each as specified in the relevant Final Terms.
Status of Notes
The Notes issued under the Programme will be
unsubordinated and unsecured obligations of the Issuers
subject to Condition 3.
Status of Guarantee
The Guarantee, where applicable, constitutes the direct,
unconditional, unsubordinated and, subject to Condition 3,
unsecured obligation of the Guarantor and shall (subject to
such exceptions as are from time to time mandatory under
French law) rank equally and rateably with all other present
and future unsecured and unsubordinated obligations of the
Guarantor.
Final Terms of the Notes
The aggregate principal amount, any interest rate or interest
calculation, the issue price, maturity and any other terms and
conditions not contained herein with respect to each Tranche
of Notes will be established at the time of issuance and set
forth in the relevant Final Terms.
Method of Issue
The Notes will be issued on a syndicated or non-syndicated
basis. The Notes will be issued in series (each a "Series")
having one or more issue dates and on terms otherwise
identical (or identical other than in respect of the first payment
of interest), the Notes of each Series being intended to be
interchangeable with all other Notes of that Series. Each
Series may be issued in tranches (each a "Tranche") on the
same or different issue dates. The specific terms of each
Tranche (which will be supplemented, where necessary, with
supplemental terms and conditions and, save in respect of the
issue date, issue price, first payment of interest and nominal
amount of the Tranche, will be identical to the terms of other
Tranches of the same Series) will be set out in the relevant
Final Terms.
Initial Delivery of Notes
On or before the issue date for each Tranche, if the relevant
Global Note may be intended to be recognised as eligible
7

collateral for Eurosystem monetary policy and intra-day credit
operations, the Global Note will be delivered to a Common
Safekeeper for Euroclear and Clearstream Luxembourg. If the
relevant Global Note is not intended to be recognised as
eligible collateral for Eurosystem monetary policy and intra-
day credit operations, the Global Note representing Notes may
(or, in the case of Notes listed on the Luxembourg Stock
Exchange, shall) on or before the issue date for each Tranche,
be deposited with a Common Depositary for Euroclear and
Clearstream Luxembourg, or in the case of a Tranche
intended to be cleared through Euroclear France, on the issue
date with Euroclear France acting as Central Depositary.
Global Notes relating to Notes that are not listed on the
Luxembourg Stock Exchange may also be deposited with any
other clearing system or may be delivered outside any clearing
system provided that the method of such delivery has been
agreed in advance by the Issuer, the Guarantor (where
applicable), the Fiscal Agent and the relevant Dealer. In the
case of NGNs, any such other clearing system must be
authorised to hold such notes as eligible collateral for
Eurosystem monetary policy and intra-day credit operations.
Listing and Admission to Trading
Application has been made to the Luxembourg Stock
Exchange for the Notes issued under the Programme to be
admitted to the Official List and to be admitted to trading on
the Luxembourg Stock Exchange's regulated market.
However, Notes may also be issued under the Programme
whereby they will be admitted to trading and/or quotation by
other stock exchanges, listing authorities and/or quotation
systems as may be agreed between the Issuer and the
relevant Dealer, or may be unlisted, in each case as specified
in the relevant Final Terms.
Clearing Systems
The Notes will be accepted for clearing through one or more
clearing systems as specified in the relevant Final Terms.
Global Notes are to be held by or on behalf of the clearing
systems and therefore, potential investors will have to rely on
the clearing system procedures for transfer, payment and
communications with the Issuer.
Redemption
The Notes may be redeemed prior to maturity at par or at such
other redemption amount as may be specified in the relevant
Final Terms. For tax reasons, in certain circumstances the
Issuer may, and in certain circumstances the Issuer shall be
required to, redeem the Notes in whole (but not in part).
Currencies
Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued in any currency agreed
between the relevant Issuer, the Guarantor (where applicable)
and the relevant Dealers, including euro.
Denomination
Definitive Notes will be in such denominations as may be
specified in the relevant Final Terms save that in respect of
any Notes which are to be admitted to trading on a Regulated
Market or offered to the public within the territory of any EEA
State, in each case in circumstances which require the
8

publication of a prospectus under the Prospectus Directive,
such Notes will have a minimum specified denomination of
Euro 1,000 (or its equivalent in other currencies) in the case of
Unibail-Rodamco as Issuer and of not less Euro 50,000 (or the
equivalent in another currency) in respect of the other Issuers.
Negative Pledge
The terms and conditions of the Notes will contain a negative
pledge provision in relation to the relevant Issuer and (where
applicable) the Guarantor and their respective Subsidiaries, as
described in "Terms and Conditions of the Notes Negative
Pledge".
Events of Default
The terms and conditions of the Notes will contain events of
default as described in "Terms and Conditions of the Notes
Events of Default".
Substitution of Issuer
The terms and conditions of the Notes will contain a
substitution provision as described in "Terms and Conditions
of the Notes Meetings of Noteholder and Modifications (c)
Subsitution" allowing any Issuer (subject to certain conditions)
to substitute for itself as principal debtor under the Notes, (i)
where that Issuer is not Unibail-Rodamco, either Unibail-
Rodamco or any Subsidiary of Unibail-Rodamco or (ii) where
that Issuer is Unibail-Rodamco, any of its Subsidiaries,
provided that, in all cases, where the substitute issuer is not
Unibail-Rodamco, the relevant Notes, Receipts, Coupons,
Talons and Deed of Covenant shall be unconditionally and
irrevocably guaranteed by Unibail-Rodamco by means of a
deed poll.
Rating
The Programme has been rated A by S&P and A+ by Fitch
Ratings. 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. 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.
Withholding tax
Notes issued by Unibail-Rodamco:
1. All payments of principal and interest by or on behalf of
Unibail-Rodamco in respect of the Notes issued by Unibail-
Rodamco shall be made free and clear of, and without
withholding or deduction for, any taxes, duties, assessments
or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or within France or any
authority therein or thereof having power to tax, unless such
withholding or deduction is required by law.
2. Notes issued by Unibail-Rodamco (except Notes that are to
be consolidated (assimilables for the purpose of French law)
and form a single series with Notes issued under the
Programme before 1 March 2010 having the benefit of Article
131 quater of the French General Tax Code (the "French
General Tax Code")) fall under the new French withholding
tax regime pursuant to the French loi de finances rectificative
pour 2009 no. 3 (n°2009-1674 dated 30 December 2009),
9

applicable as from 1 March 2010 (the "Law"). Payments of
interest and other revenues made by Unibail-Rodamco on
such Notes will not be subject to the withholding tax set out
under Article 125 A III of the French General Tax Code unless
such payments are made outside France in a non-cooperative
State or territory (Etat ou territoire non coopératif) within the
meaning of Article 238-0 A of the French General Tax Code (a
"Non-Cooperative State"). If such payments under the Notes
are made in a Non-Cooperative State, a 50% withholding tax
will be applicable (subject to certain exceptions described
below and the more favourable provisions of any applicable
double tax treaty) by virtue of Article 125 A III of the French
General Tax Code.
Furthermore, interest and other revenues on such Notes may
no longer be deductible from Unibail-Rodamco's taxable
income (résultat fiscal), as from the fiscal years starting on or
after 1 January 2011, if they are paid or accrued to persons
domiciled or established in a Non-Cooperative State or paid in
such a Non-Cooperative State. Under certain conditions, any
such non-deductible interest and other revenues may be
recharacterised as constructive dividends pursuant to Article
109 and Article 111 of the French General Tax Code, in which
case such non-deductible interest and other revenues may be
subject to the withholding tax set out under Article 119 bis of
the French General Tax Code, at a rate of 25% or 50%.
Notwithstanding the foregoing, the Law notably provides that
neither the 50% withholding tax nor the non-deductibility will
apply if Unibail-Rodamco can prove that the principal purpose
and effect of a particular issue of Notes was not that of
allowing the payments of interest or other revenues to be
made in a Non-Cooperative State (the "Exception"). Pursuant
to the ruling (rescrit) n°2010/11 (FP and FE) of the Direction
générale des finances publiques dated 22 February 2010, the
Notes issued by Unibail Rodamco will benefit from the
Exception without the Issuer having to provide any proof of
the purpose and effect of such issue of Notes, if such Notes
are:
(i) offered by means of a public offer within the meaning of
Article L.411-1 of the French Monetary and Financial Code or
pursuant to an equivalent offer in a State other than a Non-
Cooperative State. For this purpose, an "equivalent offer"
means any offer requiring the registration or submission of an
offer document by or with a foreign securities market
authority; or
(ii) admitted to trading on a regulated market or on a French
or foreign multilateral securities trading system provided that
such market or system is not located in a Non-Cooperative
State, and the operation of such market is carried out by a
market operator or an investment services provider, or by
such other similar foreign entity, provided further that such
market operator, investment services provider or entity is not
10