12 April 2018 The Manager Company Announcements Office ASX Limited Level 4, Exchange ...

548 Pages·2017·6.34 MB·English

12 April 2018 
Westfield Corporation 

Level 29  

85 Castlereagh Street 
The Manager  Sydney NSW 2000 
Company Announcements Office  GPO Box 4004 
Sydney NSW 2001 
ASX Limited 
Australia 
Level 4, Exchange Centre 
Telephone  [phone] 
20 Bridge Street  Facsimile   02 9357 7131 
SYDNEY NSW 2000  Internet  www.westfieldcorp.com

Dear Sir/Madam 

WESTFIELD CORPORATION (ASX: WFD) 
MEDIA RELEASE AND SECURITYHOLDER BOOKLETS 

Please see the attached media release and securityholder booklet in relation to the proposed transaction with 
Unibail‐Rodamco SE.  The securityholder booklet for the proposed demerger of OneMarket will be released 
under separate cover.  

Yours faithfully 
WESTFIELD CORPORATION 

Simon Tuxen 
Company Secretary 

Encl. 

Westfield Corporation Limited ABN 12 166 995 197 

Westfield America Management Limited ABN 66 072 780 619 AFS Licence 230324 
as responsible entity of  Westfield America Trust ABN 27 374 714 905  ARSN 092 058 449 and 
as responsible entity of WFD Trust ABN 50 598 857 938  ARSN 168 765 875
Unless otherwise stated, all figures are expressed in US dollars

12 April 2018
SECURITYHOLDER BOOKLETS REGISTERED WITH ASIC
• ASIC has registered the Securityholder Booklet for the proposed acquisition by
Unibail-Rodamco of Westfield Corporation
• Westfield Directors unanimously recommend that Westfield securityholders vote in
favour of the transaction, in the absence of a superior proposal
• The Independent Expert has concluded that the transaction is in the best interests of
Westfield securityholders, in the absence of a superior proposal
• Securityholder meetings are currently scheduled to be held at 10:00am on
Thursday, 24 May 2018
Westfield Corporation (ASX:WFD) today announced that ASIC has registered the Securityholder
Booklet regarding the proposed acquisition by Unibail-Rodamco of Westfield Corporation to
create one of the world’s premier developers and operators of flagship shopping destinations.
Under the terms of the transaction, Westfield securityholders will receive a combination of cash
and stapled shares in the new group1. If the transaction is approved, Westfield securityholders
will hold approximately 28% of the stapled shares in this new group and will be able to trade
those securities on the ASX in the form of CDIs2, as well as on Euronext Paris and Euronext
Amsterdam in the form of stapled shares.
Vote in Favour of the Transaction
Westfield Directors unanimously recommend that Westfield securityholders vote in favour of the
transaction, in the absence of a superior proposal.
The Westfield Board appointed Grant Samuel & Associates as Independent Expert to undertake
an independent assessment of the transaction. The Independent Expert has concluded that the
transaction is in the best interests of Westfield securityholders, in the absence of a superior
proposal.
The Lowy family has agreed to vote in favour of the transaction in the absence of the Westfield
Board recommending a superior proposal and subject to the Independent Expert continuing to
conclude that the transaction is in the best interests of Westfield securityholders.
The Lowy family is committed to the success of the new group and intends to maintain a
substantial investment in the group.
OneMarket Demerger
In addition to the proposed transaction with Unibail-Rodamco, it is proposed that shares in a
new ASX listed entity, OneMarket Limited (which will own a 90% interest in the OneMarket
business, Westfield’s retail technology platform) will be distributed to Westfield securityholders
and listed on the ASX. This separation is being implemented via a demerger. Further details
are set out in the OneMarket Demerger Booklet, which is a separate document that was also
registered by ASIC today.

1 Comprising Unibail-Rodamco shares and class A shares in WFD Unibail-Rodamco N.V., a new Dutch REIT which, on
implementation, will be stapled together and trade as a single security.
2 CHESS Depositary Interests.
westfieldcorp.com
Westfield Corporation Limited ABN 12 166 995 197
Westfield America Management Limited ABN 66 072 780 619 AFS Licence 230324
as responsible entity of Westfield America Trust ABN 27 374 714 905 • ARSN 092 058 449 and
as responsible entity of WFD Trust ABN 50 598 857 938 • ARSN 168 765 875

Page 1 of 3
Unless otherwise stated, all figures are expressed in US dollars

The proposal to demerge OneMarket from Westfield Corporation has the unanimous support of
the Westfield Board.
Grant Samuel & Associates was also appointed as Independent Expert to undertake an
independent assessment of the demerger. The Independent Expert has concluded that the
proposed demerger is also in the best interests of Westfield securityholders.
The demerger is conditional on the Unibail-Rodamco acquisition of Westfield proceeding, but
the Unibail-Rodamco acquisition of Westfield is not conditional on the demerger occurring.
Securityholder Booklets
A copy of the Securityholder Booklets, including the Independent Expert’s reports and notices
of scheme meetings, for both the proposed transaction with Unibail-Rodamco and the
OneMarket demerger are attached to this announcement and will be mailed to Westfield
securityholders on or around 23 April 2018. The Securityholder Booklets are also available at
www.westfieldcorp.com/investors/transaction-information
Meetings
Securityholder meetings are currently scheduled to be held at 10:00am on Thursday, 24 May
2018 at Centennial Hall, Sydney Town Hall, 483 George Street, Sydney.
All Westfield securityholders are encouraged to vote either by attending the meetings in person,
or by lodging a proxy vote by 10:00am on Tuesday, 22 May 2018. Details of how to lodge a
proxy vote are included on the proxy forms and in the Securityholder Booklets.
Information Line
Westfield has established a Securityholder Information Line which you should call if you have
any questions in relation to the transaction or the demerger. The telephone number for the
Securityholder Information Line is 1300 132 211 (within Australia) and [phone] (outside
Australia). The Securityholder Information Line is open between Monday and Friday from
9.00am to 5.00pm.
[ENDS]
For further information, please contact:
Investor Relations
Josh Itzkowic
[phone]
[email protected]
About Westfield
Westfield Corporation (ASX Code: WFD) is an internally managed, vertically integrated, shopping centre
group undertaking ownership, development, design, construction, funds/asset management, property
management, leasing and marketing activities and employee approximately 2,000 staff worldwide.
Westfield Corporation has interests in 35 shopping centres in the United States, and the United Kingdom,
encompassing approximately 6,500 retail outlets and total assets under management of US$34.5 billion.3

3 Source: Westfield
westfieldcorp.com
Westfield Corporation Limited ABN 12 166 995 197
Westfield America Management Limited ABN 66 072 780 619 AFS Licence 230324
as responsible entity of Westfield America Trust ABN 27 374 714 905 • ARSN 092 058 449 and
as responsible entity of WFD Trust ABN 50 598 857 938 • ARSN 168 765 875

Page 2 of 3
Unless otherwise stated, all figures are expressed in US dollars

About Unibail-Rodamco
Created in 1968, Unibail-Rodamco SE is Europe’s largest listed commercial property company, with a
presence in 11 Continental European countries, and a portfolio of assets valued4 at €43.1 billion as of
December 31, 2017. As an integrated operator, investor and developer, the Group aims to cover the
whole of the real estate value creation chain.
With the support of its ca. 2,000 professionals, Unibail-Rodamco applies those skills to a highly
specialised market segments such as large shopping centres in major European cities and large offices
and convention & exhibition centres in the Paris region.
The Group distinguishes itself through its focus on the highest architectural, city planning and
environmental standards. Its long term approach and sustainable vision focuses on the development or
redevelopment of outstanding places to shop, work and relax. Its commitment to environmental,
economic and social sustainability has been recognised by inclusion in the FTSE4Good and STOXX
Global ESG Leaders indexes.
The Group is a member of the CAC 40, AEX 25 and EuroSTOXX 50 indices. It benefits from an A rating
from Standard & Poor’s and Fitch Ratings.
For more information, please visit Unibail-Rodamco’s website: www.unibail-rodamco.com

This release contains forward-looking statements, including statements regarding future earnings and distributions.
These forward-looking statements are not guarantees or predictions of future performance, and involve known and
unknown risks, uncertainties and other factors, many of which are beyond our control, and which may cause actual
results to differ materially from those expressed in the statements contained in this release. You should not place
undue reliance on these forward-looking statements. These forward-looking statements are based on information
available to us as of the date of this presentation. Except as required by law or regulation (including the ASX Listing
Rules) we undertake no obligation to update these forward-looking statements.

4 Consolidated gross market value
westfieldcorp.com
Westfield Corporation Limited ABN 12 166 995 197
Westfield America Management Limited ABN 66 072 780 619 AFS Licence 230324
as responsible entity of Westfield America Trust ABN 27 374 714 905 • ARSN 092 058 449 and
as responsible entity of WFD Trust ABN 50 598 857 938 • ARSN 168 765 875

Page 3 of 3
SECURITYHOLDER BOOKLET
A proposal from Unibail-Rodamco to acquire all
Westfield Securities from Westfield Securityholders
for cash and New Unibail-Rodamco Securities
VOTE IN FAVOUR
The Westfield Directors unanimously recommend that you vote in favour of the Transaction
and each Resolution in the absence of a Superior Proposal.
This is an important document and requires your immediate attention. You should read it carefully and in its entirety before deciding
whether or not to vote in favour of the Transaction. If you are in doubt as to what you should do, you should consult your legal, financial
or other professional adviser. Westfield has established a Securityholder Information Line which you should call if you have any questions in
relation to the Transaction. The telephone number for the Securityholder Information Line is 1300 132 211 (within Australia) and +61 3 9415
4070 (outside Australia). The Securityholder Information Line is open between Monday and Friday from 9.00am to 5.00pm.
Financial adviser Legal adviser Westfield Corporation Limited (ABN 12 166 995 197)
Westfield America Management Limited (ABN 66 072 780 619) (AFSL No. 230324)
as responsible entity of Westfield America Trust (ARSN 092 058 449)
and as responsible entity of WFD Trust (ARSN 168 765 875)
IMPORTANT NOTICES
General Notice of the Second Scheme Court Hearing In connection with the implementation of the Schemes
Westfield Securityholders are encouraged to read this If you wish to oppose approval of the Schemes at the and the issuance of the New Unibail-Rodamco Securities,
Securityholder Booklet in its entirety before making a Second Scheme Court Hearing, you may do so by filing approval of the Schemes by the Scheme Court will be relied
decision as to how to vote on the Resolutions to be with the Scheme Court and serving on Westfield a notice of upon by Unibail-Rodamco and Newco and constitute the
considered at the Meetings. appearance in the prescribed form together with any affidavit basis for the New Unibail-Rodamco Securities to be issued
Purpose of Securityholder Booklet that you propose to rely on. You may appear at the Second without registration under the US Securities Act in reliance
The purpose of this Securityholder Booklet is to explain Scheme Court Hearing currently scheduled to be held on upon the exemption from the registration requirements of
the terms of the Schemes and the manner in which the 29 May 2018 at the Supreme Court of New South Wales, the US Securities Act provided in section 3(a)(10). Neither
Transaction will be considered and implemented (if approved) Law Courts Building, 184 Phillip Street, Sydney NSW 2000 the US Securities and Exchange Commission nor any
and to provide such information as is prescribed or otherwise (see section 3.11 for further details). securities regulator in any state in the US has reviewed this
material to the decision of Westfield Securityholders whether Future matters and intentions Securityholder Booklet or approved or disapproved the offer or
or not to approve the Transaction. This Securityholder Booklet Certain statements in this Securityholder Booklet relate to the sale of securities referred to in this Securityholder Booklet. No
includes the explanatory statement required to be sent to future. These statements involve known and unknown risks, securities referred to in this Securityholder Booklet will be listed
Westfield Securityholders under Part 5.1 of the Corporations uncertainties, assumptions and other important factors that for trading on a securities exchange in the US.
Act in relation to the WCL Share Scheme. could cause the actual results, performance or achievements The Schemes are subject to disclosure requirements of
This Securityholder Booklet is not a prospectus lodged under of Westfield, Unibail-Rodamco or the New Group to be Australia that are different from those of the US. For example,
Chapter 6D of the Corporations Act in respect of TH Newco materially different from future results, performance or the financial statements and other financial information
Shares, Newco Shares or New Unibail-Rodamco Shares. achievements expressed or implied by those statements. included in this Securityholder Booklet has been prepared
Such risks, uncertainties, assumptions and other important in accordance with Australian equivalents to International
OneMarket Demerger Booklet factors include, among other things, general economic Financial Reporting Standards (IFRS) as issued by the
This Securityholder Booklet is separate to, and does not conditions, exchange rates, interest rates, the regulatory International Accounting Standards Board (IASB) and
contain detailed information on, the OneMarket Demerger. environment, competitive pressures, selling prices and market IFRS as adopted by the EU. There are differences between
The OneMarket Demerger and the Schemes as described in demand. These statements only reflect views held as at the such standards and US generally accepted accounting
this Securityholder Booklet are separate transactions. While date of this Securityholder Booklet. principles (US GAAP), and these differences may be material.
the Schemes are not conditional on the OneMarket Demerger
occurring, the OneMarket Demerger is conditional upon the Other than as required by law neither Westfield, Unibail- Additionally, the pro forma financial information included in this
Schemes proceeding. Rodamco, their directors, officers, advisers nor any other Securityholder Booklet for the New Group after giving effect
person gives any representation, assurance or guarantee to the Schemes may not comply with the requirements for
Detailed information about the OneMarket Demerger is that the events expressed or implied in any forward looking the preparation of pro forma financial information contained
contained in the OneMarket Demerger Booklet, which was statements in this Securityholder Booklet will actually occur. in Article 11 of Regulation S-X of the Rules and Regulations
sent to Westfield Securityholders at or around the same time You are cautioned about relying on any such forward looking of the US Securities and Exchange Commission. The rules
as this Securityholder Booklet. Westfield Securityholders statements in this Securityholder Booklet. Additionally, and regulations related to the preparation of pro forma
should read the OneMarket Demerger Booklet in its entirety. statements of the intentions of Unibail-Rodamco reflect financial information in the US may vary significantly from the
Responsibility for information Unibail-Rodamco’s present intentions as at the date of this requirements applicable to the pro forma financial information
The information contained in this Securityholder Booklet other Securityholder Booklet and may be subject to change. included in this Securityholder Booklet.
than the Unibail-Rodamco Information and the Independent Foreign jurisdictions Scheme Participants (whether or not US persons) who are or
Expert’s Report (Westfield Information) has been prepared This Securityholder Booklet does not constitute an offer of will be affiliates (within the meaning of the US Securities Act) of
by Westfield and is the responsibility of Westfield. None of New Unibail-Rodamco Securities in any jurisdiction in which Westfield prior to or after the Effective Date will be subject to
Unibail-Rodamco, its directors, officers or advisers assume it would be unlawful. This Securityholder Booklet may not certain restrictions on transfers of the New Unibail-Rodamco
any responsibility for the accuracy or completeness of the be distributed to any person, and the New Unibail-Rodamco Securities received pursuant to the Schemes.
Westfield Information. Securities may not be offered or sold, in any country outside The enforcement by investors of civil liabilities and other rights
The Unibail-Rodamco Information has been provided Australia and its external territories and New Zealand, unless under the US federal securities laws may be affected adversely
by Unibail-Rodamco and is the responsibility of Unibail- Unibail-Rodamco has determined or determines that it is lawful by the fact that Unibail-Rodamco, Newco and Westfield
Rodamco. None of Westfield, its directors, officers or advisers and not unduly onerous or impracticable to issue or provide are incorporated or organised outside the US, that some or
assume any responsibility for the accuracy or completeness of New Unibail-Rodamco Securities under the Schemes to such all of their respective officers and directors and the experts
the Unibail-Rodamco Information. Scheme Participants. Refer to section 3.7(e) and section 10.14 named in this Securityholder Booklet are residents of a foreign
Grant Samuel & Associates Pty Limited has prepared the for further information on jurisdictions where Scheme country, and that a substantial portion of the assets of Unibail-
Independent Expert’s Report in relation to the Transaction Participants will not be classified as Ineligible Foreign Holders. Rodamco and Westfield and said persons are located outside
contained in Annexure A and takes responsibility for that report. Nominees, custodians and other Westfield Securityholders who the US. As a result, it may be difficult or impossible for US
ASIC and ASX hold Westfield Securities on behalf of a beneficial owner resident securityholders to effect service of process within the US upon
A copy of this Securityholder Booklet was provided to ASIC outside Australia, New Zealand, The Bahamas, Canada, France, Unibail-Rodamco, Westfield, the New Group, their respective
under section 411(2) of the Corporations Act and registered by Malaysia, The Netherlands, Papua New Guinea, Singapore, officers or directors or the experts named in this Securityholder
ASIC under section 412(6) of the Corporations Act. ASIC has South Africa, Switzerland, the UK and the US may not forward Booklet, or to realise against them upon judgments of courts
been given the opportunity to comment on this Securityholder this Securityholder Booklet (or accompanying documents) to of the US predicated upon civil liabilities under the federal
Booklet in accordance with section 411(2) of the Corporations anyone outside these countries without the consent of Westfield. securities laws of the US or “blue sky” laws of any state within
the US. In addition, US securityholders should not assume
Act. ASIC has been requested to provide a statement, in The distribution of this Securityholder Booklet (electronically that the courts of France, The Netherlands or Australia: (a)
accordance with section 411(17)(b) of the Corporations Act, or otherwise) outside Australia may be restricted by law. If would enforce judgments of US courts obtained in actions
that ASIC has no objection to the WCL Share Scheme. If ASIC you come into possession of this Securityholder Booklet against such persons predicated upon civil liabilities under the
provides that statement, it will be produced to the Scheme (electronically or otherwise), you should observe any such federal securities laws of the US or “blue sky” laws of any state
Court at the time of the hearing on the Second Scheme Court restrictions and should seek your own advice on such within the US; or (b) would enforce, in original actions, liabilities
Date. Neither ASIC nor its officers take any responsibility for restrictions. Any failure to comply with such restrictions may against such persons predicated upon civil liabilities under the
the contents of this Securityholder Booklet. contravene applicable securities laws. Refer to section 10.14 for federal securities laws of the US or “blue sky” laws of any state
A copy of this Securityholder Booklet has been lodged with further information on restrictions in other foreign jurisdictions. within the US.
ASX. Neither ASX nor its officers take any responsibility for the In particular, this Securityholder Booklet has not been and Disclaimer
contents of this Securityholder Booklet. will not be registered under French and Dutch securities laws No person is authorised to give any information or make any
Important notice associated with Scheme Court order or under any securities laws of any state of the European representation in connection with the Transaction described
under subsection 411(1) of Corporations Act Economic Area or any other state outside the European in this Securityholder Booklet, which is not contained in this
The fact that under subsection 411(1) of the Corporations Economic Area except Australia. Securityholder Booklet. Any information or representation not
Act 2001 (Cth) the Scheme Court has ordered that a meeting The New Unibail-Rodamco Securities to be issued under the contained in this Securityholder Booklet may not be relied on
be convened and has approved the explanatory statement Schemes have not been and will not be registered under the as having been authorised by Westfield or its directors and
required to accompany the notice of the meeting does not US Securities Act or applicable US state securities laws. officers in connection with the Schemes or the Transaction.
mean that the Scheme Court: Unibail-Rodamco and Newco intend to rely on an exemption Implied Value
(a) has formed any view as to the merits of the proposed from registration under the US Securities Act provided by You may receive some of your Scheme Consideration as
WCL Share Scheme or as to how members should vote section 3(a)(10) thereof and intend to rely on exemptions from New Unibail-Rodamco Securities. The value of your Scheme
(on this matter members must reach their own decision); registration under applicable state securities laws in connection Consideration in AUD, NZD or USD will therefore vary based
or with the issuance of the New Unibail-Rodamco Securities to on changes in the price of Unibail-Rodamco Shares and the
(b) has prepared, or is responsible for the content of, US resident Westfield Securityholders under the Schemes. AUD/€ exchange rate, NZD/€ exchange rate and the USD/€
this Securityholder Booklet.  exchange rate respectively. Any reference to the implied value
An order of the Scheme Court under section 411(1) of the of the Scheme Consideration should not be taken as an
Corporations Act is not an endorsement by the Scheme Court indication that the implied value is fixed. If you are an Ineligible
of, or any other expression of opinion by the Scheme Court Foreign Holder or a Minimum Holder, this also applies to the
on, the WCL Share Scheme. New Unibail-Rodamco CDIs which will be remitted to the
Sale Agent to sell on your behalf. Any cash remitted to you
The above mentioned notice applies equally in relation to the under the Sale Facility will depend on the market price of
giving of the Judicial Advices by the Scheme Court. New Unibail-Rodamco CDIs and the AUD/USD or AUD/NZD
exchange rate at the time of sale by the Sale Agent.
No investment advice Privacy Unless otherwise specified, all references to $, US$, USD and
This Securityholder Booklet does not constitute financial Westfield, Unibail-Rodamco, Newco and their respective US cents are references to the currency of the US.
product advice and has been prepared without reference to share registries may collect personal information, including Unless otherwise specified, all references to A$ or AUD and
the investment objectives, financial situation and particular from each other, in the process of implementing the Australian cents are references to the currency of Australia.
needs of individual Westfield Securityholders or New Transaction and administering the security holdings arising
Unibail-Rodamco Stapled Shareholders. Accordingly, nothing from the Transaction. The personal information may include Unless otherwise specified, all references to NZ$ or NZD and
in this Securityholder Booklet should be construed as a the names, addresses, contact details and security holdings NZ cents are references to the currency of New Zealand.
recommendation or statement of opinion by the Westfield of Westfield Securityholders and the names of persons Unless otherwise specified, all references to € or Euro and
Group nor any of their associates, or any other person appointed by Westfield Securityholders as proxies, attorneys Euro cents are references to the currency introduced at
concerning an investment in Westfield or the New Group. or corporate representatives at the Meetings. The collection of the start of the third stage of the Economic and Monetary
This Securityholder Booklet should not be relied upon as some of this personal information is required or authorised by Union pursuant to the Treaty establishing the European
the sole basis for any investment decision in relation to the the Corporations Act. Economic Community, as amended by the Treaty on the
Transaction or your Westfield Securities. Before making an The primary purpose of collecting this personal information is European Union (Eurozone).
investment decision in relation to the Transaction or your to assist Westfield in the conduct of the Meetings, to enable All references to times in this Securityholder Booklet are
Westfield Securities, including any decision to vote for or the Transaction to be implemented by Westfield in the manner references to time in Sydney, unless otherwise stated.
against the Transaction or the Resolutions, it is important described in this Securityholder Booklet and to administer the Estimates
that you consider the risk factors of the Transaction and the securityholdings arising from the Transaction. The personal Unless otherwise indicated, all references to estimates and
risks of an investment in Westfield and the New Group. You information may be disclosed to Westfield, Unibail-Rodamco, derivations of the same included in the Westfield Information
should carefully consider these risk factors and whether the Newco and their respective Related Bodies Corporate, the in this Securityholder Booklet are references to estimates by
information in this Securityholder Booklet is appropriate for you Westfield Registry and Unibail-Rodamco’s and Newco’s Westfield management.
in light of your personal objectives, financial situation or needs registry, print and mail service providers, authorised securities
Unless otherwise indicated, all references to estimates and
and consult your financial, accounting, legal, tax and/or other brokers and any other service providers or advisers for this
derivations of the same included in the Unibail-Rodamco
professional adviser(s) about the Transaction before deciding on purpose. Some of these recipients are likely to be located in
Information in this Securityholder Booklet are references to
whether and how to vote on the Transaction or the Resolutions. overseas countries, including France and The Netherlands.
estimates by Unibail-Rodamco management.
Financial Reporting Standards If the information outlined above is not collected, Westfield
Management estimates are based on views at the date of this
This Securityholder Booklet complies with the disclosure may be hindered in, or prevented from, conducting the
Securityholder Booklet and actual facts or outcomes may be
requirements applicable in Australia, which may be different to Meetings and implementing the Transaction.
different from those estimates.
those in other countries. Westfield Securityholders who are individuals and the other
Effect of rounding
Financial information about Westfield in this Securityholder individuals in respect of whom personal information is
A number of figures, amounts, percentages, prices, estimates,
Booklet has been prepared in accordance with IFRS as collected as outlined above have certain rights to access
calculations of value and fractions in this Securityholder
issued by the IASB and is presented in an abbreviated form the personal information collected in relation to them. Such
Booklet are subject to the effect of rounding. Accordingly,
and does not contain all the disclosures that are usually individuals should contact the Securityholder Information
actual calculations may differ from amounts set out in this
provided in an annual report prepared in accordance with the Line on 1300 132 211 (within Australia) or [phone]
Securityholder Booklet.
Corporations Act. (outside Australia) if they wish to exercise these rights.
Date
Financial information about the New Group in this Westfield Securityholders who appoint a named person
This Securityholder Booklet is dated 12 April 2018.
Securityholder Booklet has been prepared in accordance with to act as their proxy, attorney or corporate representative
IFRS as adopted by the EU and is presented in an abbreviated should ensure that they inform that person of the matters
form and contains different disclosure to an annual report outlined above.
prepared in accordance with the Corporations Act. Notices of Meetings
No difference has been identified between IFRS issued by the The Notice of Scheme Meeting is set out in Annexure B and
IASB and those adopted by the EU but possible differences in the Notice of Westfield General Meetings, which includes
the application of accounting policies may arise in the future. resolutions to approve the Trust Schemes, is set out in
Some of the accounting policies adopted by the New Group Annexure C.
differ from those adopted by Westfield. Westfield and Unibail-Rodamco websites
Taxation implications of the Transaction The content of Westfield, Unibail-Rodamco and Newco’s
Section 9 provides a general outline of the Australian income respective websites do not form part of this Securityholder
tax and GST consequences for Westfield Securityholders Booklet and Westfield Securityholders should not rely on
who dispose of their Westfield Securities to Unibail-Rodamco their content.
pursuant to the Transaction. It does not purport to be a Any references in this Securityholder Booklet to a website is a
complete analysis or to identify all potential tax consequences textual reference for information only and no information in any
nor is it intended to replace the need for specialist tax advice website forms part of this Securityholder Booklet.
in respect of the particular circumstances of individual
Westfield Securityholders. Supplementary information
Westfield has established a Securityholder Information Line
Westfield Securityholders who are subject to taxation which you should call if you have any questions or require
outside Australia should also consult their tax adviser as further information. The telephone number is 1300 132 211
to the applicable tax consequences of the Transaction in (within Australia) and [phone] (outside Australia).
the relevant jurisdiction. The Securityholder Information Line is open between Monday
Notice of IRC Section 338 Election and Friday from 9.00am to 5.00pm. Westfield Securityholders
In accordance with US Treasury Regulation should consult their legal, financial or other professional
section 1.338-2(e)(4), holders of WAT Units are hereby adviser before making any decision regarding the Transaction.
notified that URW America Inc. intends to make an In certain circumstances, Westfield may provide additional
election under section 338 of the Code, with respect to its disclosure to Westfield Securityholders in relation to the
acquisition of WAT Units pursuant to the WAT Trust Scheme. Transaction after the date of this Securityholder Booklet. To
A form of the notice required by US Treasury Regulation the extent applicable, Westfield Securityholders should have
section 1.338-2(e)(4) is attached to this Securityholder Booklet regard to any such supplemental information in determining
as Annexure G. If you are a US person for US federal income how to vote in relation to the Transaction.
tax purposes, please provide your name and address to
Unibail-Rodamco at Unibail-Rodamco – Group Tax Director, Interpretation
7 place du Chancelier Adenauer, 75016 Paris, France so that Capitalised terms and certain abbreviations used in this
Unibail-Rodamco may directly mail you a finalised version of Securityholder Booklet have the meanings set out in the
such notice upon completion of certain of the attachments Glossary at the back of this Securityholder Booklet. The
described therein. Except for Westfield Securityholders that documents reproduced in the annexures to this Securityholder
made qualified electing fund elections under section 1293 Booklet may have their own defined terms, which are
of the Code in respect of their WAT Scheme Units, sometimes different from those in the Glossary.
URW America Inc.’s election under section 338 of the Unless otherwise stated, all data contained in charts, graphs
Code should generally not impact the US federal income and tables is based on information available at the date of
tax consequences of the sale of WAT Scheme Units by this Securityholder Booklet. All numbers are rounded unless
Westfield Securityholders that are US persons for US otherwise indicated.
federal income tax purposes.
WHAT YOU READ THIS FIRST
HAVE RECEIVED
This document has been prepared to help you, as a Westfield Securityholder,
to decide whether to vote “in favour of” or “against” the Transaction.
The Westfield Directors recommend that you vote “in favour of” the Transaction.
The Notice of Scheme Meeting is in Annexure B and the Notice of Westfield
General Meetings is in Annexure C of this Securityholder Booklet.
CONTENTS
Important notices IFC
Important Dates 4
Westfield Chairman’s Letter 5
Unibail-Rodamco Chairman’s Letter 7
Securityholder Booklet Overview of the Transaction 9
This document explains in detail 1. Matters relevant to your vote 13
the Transaction (see Annexure B
2. Frequently Asked Questions 23
for the Notice of Scheme Meeting
and Annexure C for the Notice of 3. Details of the Transaction 39
Westfield General Meetings). 4. Information on Westfield 57
5. Information on Unibail-Rodamco 85
6. Information about the New Group 146
7. Risk factors 199
8. Comparison of Constitutions, Corporate Laws
and Securityholder Rights 222
Business reply envelope
9. Tax implications of the Transaction 244
Place the proxy form in this
10. Additional information 250
envelope and post it to vote by
proxy at the Meetings. 11. Glossary 263
Annexure A – Independent Expert’s Report 277
Annexure B – Notice of Scheme Meeting 418
Annexure C – Notice of Westfield General Meetings 421
Annexure D – Scheme of Arrangement 425
Annexure E – Deed Poll 456
Annexure F – Westfield Constitutional Amendments 468
Annexure G – Form of 338 Notice 512
Proxy form for Scheme Meeting
Annexure H – Description of New Unibail-Rodamco
Complete this form and return it Stapled Shares and the share capital of
to vote by proxy at the Scheme
Unibail-Rodamco and Newco 515
Meeting. Instructions for completion
Corporate Directory IBC
of the form are printed on the
reverse of the form.
Certain terms and abbreviations used in this document have defined
meanings which are explained in section 11.
WHAT YOU SHOULD
DO WITH THIS
SECURITYHOLDER BOOKLET
Proxy form for General Meeting
You should read this Securityholder Booklet carefully. If you have any
Complete this form and return it
questions you can call the Securityholder Information Line on 1300 232 211
to vote by proxy at the Westfield
(within Australia) or [phone] (outside Australia) between Monday
General Meeting. Instructions for
and Friday from 9.00am to 5.00pm.
completion of the form are printed
on the reverse of the form.
PAGE 2 // WESTFIELD CORPORATION PROPOSAL
WHERE DO I FIND INFORMATION IN THIS
SECURITYHOLDER BOOKLET?
WHERE IS THERE A
• Chairman’s letters (pages 5 to 8)
SUMMARY OF THE
• Overview of the Transaction (pages 9 to 12)
TRANSACTION?
WHERE DO I FIND
ANSWERS TO QUESTIONS Section 2: Frequently asked questions (pages 23 to 38)
IMIGHT HAVE?

WHERE DO I FIND OUT
ABOUT WHEN THINGS Important dates (page 4)
WILL TAKE PLACE?
WHERE DO I FIND
REASONS FOR AND
Section 1: Matters relevant to your vote (pages 13 to 22)
AGAINST APPROVING
THE TRANSACTION?
WHERE DO I FIND • Section 5: Information on Unibail-Rodamco (pages 85 to 145)
INFORMATION ABOUT THE • Section 6: Information about the New Group (pages 146 to 198)
• Section 7: Risk factors (pages 199 to 221)
NEW UNIBAIL–RODAMCO
• Section 8: Comparison of Constitutions, Corporate Laws and
CDIS I WOULD RECEIVE? Securityholder Rights (pages 222 to 243)
WHERE DO I FIND OUT
Section 9: Tax implications of the Transaction (pages 244
ABOUT THE TAX EFFECTS
to 249)
OF THE TRANSACTION?
WHAT ABOUT THE
Refer to the separate Demerger Booklet
ONEMARKET DEMERGER?
WESTFIELD CORPORATION PROPOSAL // PAGE 3
IMPORTANT DATES
Indicative Date
Event (Sydney time)
Final Westfield distribution of US$0.1275 for year ended 31 December 2017 paid 28 February 2018
Unibail-Rodamco Shareholder Meeting 17 May 2018*
Latest time and date for receipt of Scheme Meeting Proxy Forms 10.00am on 22 May 2018
and Westfield General Meetings Proxy Forms
Voting Record Date for determining eligibility of Westfield Securityholders eligible 7.00pm on 22 May 2018
to vote at the Meetings
Meetings and Westfield Annual General Meeting to be held at Centennial Hall, 10.00am on 24 May 2018
Sydney Town Hall, 483 George Street, Sydney
If the Schemes are approved by the Requisite Majority of Westfield Securityholders
Indicative Date
Event (Sydney time)
Second Scheme Court Hearing for approval of the WCL Share Scheme and for Judicial Advices 29 May 2018
in respect of the Trust Schemes
Effective Date 30 May 2018
Scheme Court order is lodged with ASIC and Schemes take effect
Last day of trading in Westfield Securities on the ASX
Suspension of Westfield Securities from trading on the ASX Close of trading on
30 May 2018
New Unibail-Rodamco CDIs expected to commence trading on the ASX on a deferred 31 May 2018
settlement basis1
Record Date 7.00pm on
Record Date for determining entitlement to receive Scheme Consideration 1 June 2018
Last time for Westfield Securityholders to make a Currency Election
Last day of trading of the Unibail-Rodamco Shares on Euronext Paris and Euronext Amsterdam 4 June 2018*
New Unibail-Rodamco Stapled Shares expected to commence trading on Euronext Paris 5 June 2018*
and Euronext Amsterdam
Implementation Date 7 June 2018
Payment of Cash Consideration (by either cheque or electronic funds transfer to the nominated
bank accounts used for distribution payments)
Issue of New Unibail-Rodamco Stapled Shares, where applicable, to an account managed
on behalf of CHESS Depositary Nominees Pty Limited
Delivery of New Unibail-Rodamco Stapled Shares into the Euroclear France, Euroclear Bank
or Clearstream Banking participant accounts of Westfield Securityholders who elect to receive
New Unibail-Rodamco Stapled Shares is initiated within Euroclear France, Euroclear Bank
or Clearstream Banking (as applicable)2
Issue of New Unibail-Rodamco CDIs to Westfield Securityholders 8 June 2018
Despatch of holding statements for New Unibail-Rodamco CDIs
Last day of deferred settlement trading of New Unibail-Rodamco CDIs on the ASX
New Unibail-Rodamco CDIs expected to commence trading on the ASX on a normal settlement basis 12 June 2018
All references to time in this Securityholder Booklet are references to Sydney, Australia time unless otherwise specified.
The dates in the above timetable which are marked * are references to dates in Paris, France, rather than to dates
in Sydney, Australia.
All dates following the date of the Meetings are indicative only and, among other things, are subject to all
necessary approvals from the Scheme Court and other Regulatory Authorities. Any changes to the above timetable
(which may include a later Second Scheme Court Hearing) will be announced through ASX and notified on
Westfield’s website (http://www.westfieldcorp.com).
1. Scheme Participants who trade New Unibail-Rodamco CDIs during the deferred settlement trading period will not necessarily know the exact number of New Unibail-Rodamco CDIs (if any)
they will receive as Scheme Consideration until after the Implementation Date. This information will be included in the holding statements which will only be despatched to Scheme Participants
following the Implementation Date. Therefore Scheme Participants should be aware that if they trade in New Unibail-Rodamco CDIs during the deferred settlement trading period and prior to
receipt of their holding statement, they do so at their own risk.
2. See section 3.7(c) for further information.
PAGE 4 // WESTFIELD CORPORATION PROPOSAL