UNIBAIL-RODAMCO-WESTFIELD SE 14/05/2009 AGM
1Approve the parent company's financial statementsFor
2Approve Consolidated Financial StatementsFor
3Approval of the appropriation of income and of the dividendFor
4Distribution of €2 per share being paid out of distribuable reserve and share premiumFor
5Approval of regulated related-party agreementsFor
6Reappointment of Mrs Mary Harris as Director for a period of 3 yearsFor
7Reappointment of Mr. Jean-Louis Laurens as Director for a period of 3 yearsFor
8Reappointment of Mr. Alec Pelmore as Director for a period of 3 yearsFor
9Reappointment of Mr. Robert F.W. Van Oordt as Director for a period of 3 yearsFor
10Approve buy-back of the company sharesFor
11Approve potential reduction of the company 's capital by cancellation of treasury stocksFor
12Global authorization to issue with pre-emptive subscription right shares or other securities giving way to new capitalFor
131)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" autorisationOppose
15Delegation to issue shares and capital securities as consideration for contributions in kind made to the companyOppose
16Increase authorized capital by transfer of reservesFor
17Approve capital Increase for the employeesFor
18Approve capital Increase for the employees of foreign subsidiariesFor
19Approve issuance of new stock option plansFor
20Amend By-laws on the maximum size of the Management Board ("Directoire")For
21Change by-laws by adopting the form of European CompanyFor
22Change by-laws : company's name will be Unibail-Rodamco SEFor
23Adopte the new company's By-lawsFor
24Transfer 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
25Election of Mr. Robert F.W. Van Oordt as Director for a period of 3 yearsFor
26Election of Mr. François Jaclot as Director for a period of 1 yearFor
27Election of Mr. Jacques Dermagne as Director for a period of 1 yearFor
28Election of Mr. Henri Moulard as Director for a period of 2 yearsFor
29Election of Mr. Yves Lyon-Caen as Director for a period of 2 yearsFor
30Election of Mr. Jean-Louis Laurens as Director for a period of 3 yearsFor
31Election of Mr. Frans J.G.M. Cremers as Director for a period of 1 yearFor
32Election of Mr. Rob Ter Haar as Director for a period of 2 yearsFor
33Election of Mr. Bart R. Okkens as Director for a period of 2 yearsFor
34Election of Mr. Jos W.B. Westerburgen as Director for a period of 1 yearFor
35Election of Mrs Mary Harris as Director for a period of 3 years.For
36Election of Mr. Alec Pelmore as Director for a period of 3 yearsFor
37Approve Directors FeesFor
38Ratify the terms of office of the Statutory and Substitute AuditorsFor
39Delegation of powers for the completion of formalitiesFor