Successful placement of a €500 Mn ORNANE and visa granted by the AMF

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFERING OF SECURITIES IN THE UNITED STATES OF AMERICA. THE BONDS (AND THE UNDERLYING SHARES) MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OF AMERICA ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION REQUIREMENTS PURSUANT TO THE U.S. SECURITIES ACT OF 1933, AS AMENDED. UNIBAIL-RODAMCO DOES NOT INTEND TO REGISTER THE PROPOSED OFFERING IN WHOLE OR IN PART IN THE UNITED STATES OF AMERICA OR TO CONDUCT A PUBLIC OFFERING IN THE UNITED STATES OF AMERICA.

 

Paris, Amsterdam, June 17, 2014

Press Release

SUCCESSFUL PLACEMENT BY UNIBAIL-RODAMCO OF NET SHARE SETTLED BONDS CONVERTIBLE INTO NEW SHARES AND/OR EXCHANGEABLE FOR EXISTING SHARES (ORNANE) DUE JULY 1, 2021

VISA GRANTED BY THE AUTORITE DES MARCHES FINANCIERS
AVAILABILITY OF THE PROSPECTUS

Investors are advised to consult the risk factors that appear in the prospectus that has been
approved by the AMF

Unibail-Rodamco (the "Company" or "Unibail-Rodamco") successfully placed today net share settled bonds convertible into new shares and/or exchangeable for existing shares (ORNANE) due July 1, 2021 (the "Bonds"), for a nominal amount of approximately €500 million.

The proceeds of the issue are a part of the Unibail-Rodamco group's (the "Group") diversification policy of its financing sources. They will, with the other fundings, enable the Group to address its general financing needs, including its existing and future development and acquisition projects.

The nominal value per Bond has been set at 288.06 euros, representing a premium of 37.5% over
Unibail-Rodamco's reference share price⁽¹⁾ on Euronext. The issue size is €499,999,856.94, consisting of 1,735,749 Bonds.

The Bonds will not bear interest.

The Bonds will be redeemed at par on July 1, 2021 (or on the first following business day if such date is not a business day). They may be redeemed prior to the maturity date at the option of Unibail-Rodamco as well as at the option of the bondholders on July 1, 2019 pursuant to the terms described in the prospectus relating to this transaction submitted to the French Autorité des marchés financiers (the "AMF") for its visa.

In the case of the exercise of their right to convert or exchange their Bonds, bondholders will receive an amount in cash and, as the case may be, an amount payable in new and/or existing shares of Unibail-Rodamco.

The Company also has the option to deliver new and/or existing shares of Unibail-Rodamco only.

The AMF has granted visa n°14-296 on 17 June 2014 on the prospectus relating to this transaction. The prospectus includes a securities note, a summary of the prospectus included in the securities note and the registration document (document de référence) filed with the AMF under