Obligation Unibail-Rodamco-Westfield Group 3.08% ( XS1048424375 ) en EUR

Unibail-Rodamco-Westfield Group

100 % ⇌

France

XS1048424375 ( en EUR )

3.08% par an ( paiement annuel )

24/03/2034 - Obligation échue

Prospectus brochure de l'obligation Unibail-Rodamco-Westfield XS1048424375 en EUR 3.08%, 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'obligation Unibail-Rodamco-Westfield (XS1048424375), émise en France et libellée en EUR, avec un taux d'intérêt de 3,08% et une maturité fixée au 24/03/2034, a atteint sa maturité et a été intégralement remboursée à son prix nominal de 100%.

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 11,000,000,000 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 11,000,000,000 (or its equivalent in other currencies) unless the amount of the
Programme is increased following the date hereof.
This Base Prospectus (the "Base Prospectus"), which constitutes a separate base prospectus in respect of each Issuer for the purposes of Article 5.4 of Directive
2003/71/EC, as amended by Directive 2010/73/EC (the "Prospectus Directive"). Any Notes issued under the Programme on or after the date of this Base
Prospectus are issued subject to the provisions herein. This does not affect any Notes already issued.
Application has been made (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, 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).
Pursuant to Article 7(7) of the Luxembourg Prospectus Act, by approving this Base Prospectus, the CSSF gives no undertaking as to the economic and financial
characteristics of the Notes to be issued hereunder or the quality or solvency of the Issuers or Guarantor.
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 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 "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" 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 "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 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 24 June 2013

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 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").
This Base Prospectus may only be used for the purposes for which it has been published.
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made,
such information or representation must not be relied upon as having been authorised by any of the
Issuers, the Guarantor (where applicable) or any of the Dealers or the Arranger (as defined in
"Summary"). Neither the delivery of this Base Prospectus nor any offering, sale or delivery of any Notes
made in connection herewith shall, under any circumstances, create any implication that there has been
no change in the affairs of the relevant Issuer, the Guarantor (where applicable) or the Unibail-Rodamco
Group since the date hereof or the date upon which this Base Prospectus has been most recently
amended or supplemented, or that there has been no adverse change in the financial position of the
relevant Issuer, the Guarantor (where applicable) or the Unibail-Rodamco Group since the date hereof or
the date upon which this Base Prospectus has been most recently amended or supplemented, or that any
other information supplied in connection with the Programme is correct as of any time subsequent to the
date on which it is supplied or, if different, the date indicated in the document containing the same.
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 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

RETAIL CASCADES
In the context of Notes issued by Unibail-Rodamco only, if any offer of Notes is made in the Grand Duchy
of Luxembourg and/or any other jurisdiction of the European Union in which this Base Prospectus has
been passported from time to time (the "Public Offer Jurisdictions") that is not within an exemption from
the requirement to publish a prospectus under the Prospectus Directive, as amended (a "Public Offer"),
Unibail-Rodamco 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 the offer period specified in the
relevant Final Terms (the "Offer Period") and in the Public Offer Jurisdiction(s) specified in the relevant
Final Terms by:
(1) subject to conditions set out in the relevant Final Terms, any financial intermediary designated in
such Final Terms; or
(2) if so specified in the relevant Final Terms, any financial intermediary which satisfies the following
conditions: (a) acts in accordance with all applicable laws, rules, regulations and guidance of any
applicable regulatory bodies (the "Rules"), from time to time including, without limitation and in each
case, Rules relating to both the appropriateness or suitability of any investment in the Notes by any
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; (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 Unibail-Rodamco 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
any further conditions specified in the relevant Final Terms (in each case an "Authorised Offeror").
For the avoidance of doubt, none of the Dealers or Unibail-Rodamco 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.
Unibail-Rodamco accepts responsibility, in the Public Offer Jurisdiction(s) specified in the Final Terms, for
the content of the Base 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 Unibail-Rodamco 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.
In the event that the Final Terms designate financial intermediary(ies) to whom Unibail-Rodamco has
given its consent to use the Prospectus during an Offer Period, Unibail-Rodamco may also give consent
to additional Authorised Offerors after the date of the relevant Final Terms and, if it does so, it will publish
any new information in relation to such Authorised Offerors who are unknown at the time of the approval
of this Base Prospectus or the filing of the relevant Final Terms at http://www.unibail-rodamco.fr.
If the Final Terms specify that any financial intermediary may use the Prospectus during the Offer
Period, any such Authorised Offeror is required, for the duration of the Offer Period, to publish on
4

its website that it is using the Prospectus for the relevant Public Offer with the consent of Unibail-
Rodamco and in accordance with the conditions attached thereto.
Other than as set out above, neither Unibail-Rodamco nor any of the Dealers has authorised the making
of any Public Offer by any person in any circumstances and such person is not permitted to use the
Prospectus in connection with its offer of any Notes. Any such offers are not made on behalf of Unibail-
Rodamco or by any of the Dealers or Authorised Offerors and none of Unibail-Rodamco or any of the
Dealers or Authorised Offerors has any responsibility or liability for the actions of any person making such
offers.
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 Public Offer"). Unibail-Rodamco 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 Public Offer shall be provided to Investors by that Authorised Offeror at the time of the Public
Offer. Neither Unibail-Rodamco nor any of the Dealers or other Authorised Offerors has any
responsibility or liability for such information.
5

TABLE OF CONTENTS
Page
SUMMARY ............................................................................................................................................ 7
RISK FACTORS .................................................................................................................................. 27
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................... 41
GENERAL DESCRIPTION OF THE PROGRAMME .......................................................................... 46
TERMS AND CONDITIONS OF THE NOTES .................................................................................... 51
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. ............................................................................................... 104
RODAMCO SVERIGE AB ................................................................................................................. 106
SIGNIFICANT RECENT DEVELOPMENTS ..................................................................................... 108
TAXATION ......................................................................................................................................... 111
SUBSCRIPTION AND SALE ............................................................................................................. 120
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 ............................................................................................... 126
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

6

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 (the
disclaimer
"Base Prospectus"). Any decision to invest in the Notes should be based
regarding the
on a consideration by any investor of the Base Prospectus as a whole.
summary
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 the Grand Duchy of Luxembourg
regarding
and/or any other jurisdiction of the European Union in which this Base
consent by
Prospectus has been passported from time to time (the "Public Offer
the Issuer to
Jurisdictions") that is not within an exemption from the requirement to
the use of the
publish a prospectus under the Directive 2003/71/EC as amended
Prospectus
("Prospectus Directive"), (a "Public Offer"), the Issuer 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 the
offer period specified in the relevant Final Terms (the "Offer Period") and in
the Public Offer Jurisdiction(s) specified in the relevant Final Terms by:
(1) subject to conditions set out in the relevant Final Terms, any financial
intermediary designated in such Final Terms; or
(2) if so specified in the relevant Final Terms, any financial intermediary
which satisfies the following conditions: (a) acts in accordance with all
7

Section A - Introduction and warnings
applicable laws, rules, regulations and guidance of any applicable
regulatory bodies (the "Rules"), from time to time including, without
limitation and in each case, Rules relating to both the appropriateness or
suitability of any investment in the Notes by any 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 any further conditions specified 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 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.
8

Section A - Introduction and warnings

[In the context of the offer of the Notes in [] (``Public Offer
Jurisdiction[s]'') which is not made within an exemption from the
requirement to publish a prospectus under the Prospectus Directive (the
"Public Offer"), the Issuer consents to the use of the Prospectus in
connection with such Public Offer of any Notes during the period from []
until [] (the "Offer Period") and in the Public Offer Jurisdiction[s] by [] /
[any financial intermediary] (the "Authorised Offeror[s]"). [The Authorised
Offeror[s] must satisfy the following conditions: []]]
[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.]
[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 Public
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
Public Offer shall be provided to Investors by that Authorised Offeror
at the time of the Public Offer. Neither the Issuer nor any of the
Dealers or other Authorised Offerors has any responsibility or liability
for such information.]/[Not Applicable]]

9

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 form
Europaea or SE) with a Supervisory Board and a Management Board
of the Issuer,
incorporated under the laws of France and whose registered office is at
the legislation
7 place du Chancelier Adenauer, 75016 Paris.
under which
the Issuer
operates and
its country of
incorporation
B.4b Description of
Not Applicable. There are no particular trends indicated by the Issuer.
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 Issuer's
subsidiaries active in the property sector in continental Europe.
Group and its
The group Unibail-Rodamco was formed in July 2007, following the
position within exchange offer and announced merger of France-based property company
the Group
Unibail Holding and Dutch real estate group Rodamco Europe N.V. Further
to this combination and the combination of the convention and exhibition
businesses of Chambre de Commerce et d'Industrie de Paris and Unibail-
Rodamco in January 2008, the scope of consolidation of Unibail-Rodamco
as at 31 December 2011 included 291 companies 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 forecast
For 2013, the group Unibail-Rodamco remains positive in its expectations
or estimate
on rental income growth. In addition to the impact of new deliveries from
extensions and brownfield projects, this growth should be driven by on-
going strong fundamentals, such as outperforming tenant sales, low
vacancy, sustainable occupancy cost ratios and good rental uplifts. The
cost of debt is also expected to be contained at low levels. In light of the
strong fundamentals outlined above, the group Unibail-Rodamco sets a
recurring EPS growth target of at least 5% for 2013.
B.10 Qualifications
Not Applicable. There are no qualifications in the Issuer's consolidated
in the
annual financial statements for the years ended 31 December 2012 and
auditors'
31 December 2011.
report
10