

| UNIBAIL-RODAMCO-WESTFIELD SE | 14/05/2009 AGM | |
|---|---|---|
| 1 | Approve the parent company's financial statements | For |
| 2 | Approve Consolidated Financial Statements | For |
| 3 | Approval of the appropriation of income and of the dividend | For |
| 4 | Distribution of €2 per share being paid out of distribuable reserve and share premium | For |
| 5 | Approval of regulated related-party agreements | For |
| 6 | Reappointment of Mrs Mary Harris as Director for a period of 3 years | For |
| 7 | Reappointment of Mr. Jean-Louis Laurens as Director for a period of 3 years | For |
| 8 | Reappointment of Mr. Alec Pelmore as Director for a period of 3 years | For |
| 9 | Reappointment of Mr. Robert F.W. Van Oordt as Director for a period of 3 years | For |
| 10 | Approve buy-back of the company shares | For |
| 11 | Approve potential reduction of the company 's capital by cancellation of treasury stocks | For |
| 12 | Global authorization to issue with pre-emptive subscription right shares or other securities giving way to new capital | For |
| 13 | 1)Global allowance for the issuance of capital related securities with "délai de priorité"; 2)Global allowance for the issuance of capital related securities without pre-emptive right ("droits préférentiels de sousciption" and without guarenteed priority period ("délai de priorité"); 3)Approve issuance by subsidiary companies of securities offering access to the company's capital stock; 4)Approve issues of shares or other capital related securities as a payment for any public offer | Oppose |
| 14 | "Green shoe" autorisation | Oppose |
| 15 | Delegation to issue shares and capital securities as consideration for contributions in kind made to the company | Oppose |
| 16 | Increase authorized capital by transfer of reserves | For |
| 17 | Approve capital Increase for the employees | For |
| 18 | Approve capital Increase for the employees of foreign subsidiaries | For |
| 19 | Approve issuance of new stock option plans | For |
| 20 | Amend By-laws on the maximum size of the Management Board ("Directoire") | For |
| 21 | Change by-laws by adopting the form of European Company | For |
| 22 | Change by-laws : company's name will be Unibail-Rodamco SE | For |
| 23 | Adopte the new company's By-laws | For |
| 24 | Transfer to the Management Board of the Company under the form of a European Company of the delegations of authority and powers in force given to the Management Board of the Company as a société anonyme under condition precedent of the completion of the Company’s conversion into a European Company. | For |
| 25 | Election of Mr. Robert F.W. Van Oordt as Director for a period of 3 years | For |
| 26 | Election of Mr. François Jaclot as Director for a period of 1 year | For |
| 27 | Election of Mr. Jacques Dermagne as Director for a period of 1 year | For |
| 28 | Election of Mr. Henri Moulard as Director for a period of 2 years | For |
| 29 | Election of Mr. Yves Lyon-Caen as Director for a period of 2 years | For |
| 30 | Election of Mr. Jean-Louis Laurens as Director for a period of 3 years | For |
| 31 | Election of Mr. Frans J.G.M. Cremers as Director for a period of 1 year | For |
| 32 | Election of Mr. Rob Ter Haar as Director for a period of 2 years | For |
| 33 | Election of Mr. Bart R. Okkens as Director for a period of 2 years | For |
| 34 | Election of Mr. Jos W.B. Westerburgen as Director for a period of 1 year | For |
| 35 | Election of Mrs Mary Harris as Director for a period of 3 years. | For |
| 36 | Election of Mr. Alec Pelmore as Director for a period of 3 years | For |
| 37 | Approve Directors Fees | For |
| 38 | Ratify the terms of office of the Statutory and Substitute Auditors | For |
| 39 | Delegation of powers for the completion of formalities | For |