Execution Version

FINAL TERMS

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to retail investors in the EEA may be unlawful under the EU PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five categories referred to in item 19 of the Guidelines published by ESMA on 3 August 2023 has led to the conclusion that: (i) the target market for the Notes are eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET ASSESSMENT - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018 (in accordance with the FCA's policy statement entitled "Brexit our approach to EU non-legislativematerials"), has led to the conclusion that: (i) the target market for the Notes is eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

1

7 December 2023

UNIBAIL-RODAMCO-WESTFIELD SE

(LEI 969500SHQITWXSIS7N89)

Issue of EUR 750,000,000 4.125 per cent. Green Bonds due 11 December 2030

Guaranteed by Unibail-Rodamco-Westfield N.V., URW America Inc., WCL Finance Pty Limited, WEA Finance LLC, Westfield America Trust, Westfield Corporation Limited, Westfield UK & Europe Finance plc and WFD Trust

Under the EURO 20,000,000,000

Guaranteed Euro Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth under the heading "Terms and Conditions of the Notes" in the Base Prospectus dated 1 August 2023 which received approval no. 23-339 from the Autorité des marchés financiers (the "AMF") on 1 August 2023 and the supplement to the Base Prospectus dated 29 November 2023 which received approval no. 23-496 from the AMF on 29 November 2023, which together constitute a base prospectus (the "Base Prospectus") for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with such Base Prospectus as so supplemented in order to obtain all the relevant information. The Base Prospectus and the supplement to the Base Prospectus are available for viewing at the website of the Issuer (www.urw.com) and copies may be obtained from 7 Place du Chancelier Adenauer, CS 31622, 75772 Paris Cedex 16, France and BNP Paribas, Les Grands Moulins de Pantin, 9, rue du Débarcadère, 93500 Pantin, France.

1

(i)

Series Number:

132

(ii)

Tranche Number:

1

2

Specified Currency or Currencies:

Euro ("EUR")

3 Aggregate Nominal Amount:

(i)

Series:

EUR 750,000,000

(ii)

Tranche:

EUR 750,000,000

4

Issue Price:

99.393 per cent. of the Aggregate Nominal Amount.

5

Specified Denominations:

EUR 100,000

6

(i)

Issue Date:

11 December 2023

(ii)

Interest Commencement Date:

Issue Date

7

Maturity Date:

11 December 2030

8

Interest Basis:

4.125 per cent. Fixed Rate

(see paragraph 12 below)

9

Change of Interest Basis:

Not Applicable

10

Put/Call Options:

Issuer Call

2

Clean-up Call

Make-whole Redemption

(See paragraphs 15, 16 and 17 below)

11

Date of Board approval for issuance of

Issuer:

Notes and Guarantees obtained:

Unibail-Rodamco-Westfield SE management board: 7

December 2022 and 6 December 2023

Guarantors:

Unibail-Rodamco-Westfield N.V. management board: 5

December 2022

URW America: 28 July 2023

WEA Finance LLC: 28 July 2023

WCL Finance Pty Limited: 18 July 2023

Westfield America Trust: 18 July 2023

Westfield Corporation Limited: 18 July 2023

WFD Trust: 18 July 2023

Westfield UK & Europe Finance plc: 1 December 2023

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

12

Fixed Rate Note Provisions

Applicable

(i)

Rate of Interest:

4.125 per cent. per annum payable annually in arrear on each

Interest Payment Date up to and including the Maturity Date

(ii)

Interest Payment Date(s):

11 December in each year commencing on 11 December 2024

(iii)

Fixed Coupon Amount(s):

EUR 4,125 per Specified Denomination

(iv)

Day Count Fraction:

Actual/Actual-ICMA

(v)

Determination Dates:

11 December in each year

13

Floating Rate Note Provisions

Not Applicable

14

Zero Coupon Note Provisions

Not Applicable

PROVISIONS RELATING TO REDEMPTION

15

Call Option

Applicable

(i)

Optional Redemption Date(s):

At any time from and including the date which falls three

months prior to but excluding the Maturity Date

(ii)

Optional

Redemption

EUR 100,000 per Specified Denomination

Amount(s) of each Note:

3

(iii)

If redeemable in part:

Not Applicable

(iv)

Notice period:

As per Conditions

16 Make-whole Redemption by the Applicable

Issuer

(i)

Notice period:

As per Condition 5(d)

(ii)

Parties to be notified (if other

Not Applicable

than set out in Condition 5(d) of

the Conditions):

(iii)

Reference Bond:

2.4% Bundesobligationen of the Bundesrepublik Deutschland

(Bund) due 15 November 2030 with ISIN: DE

DE000BU27006

  1. Make-wholeMargin:
  2. Make-wholeCalculation Agent:
  3. Quotation Agent:
  4. Reference Dealers:
  1. Clean-upCall Option
    1. Minimum Percentage:
    2. Clean-upCall Amount:
    3. Notice period:
  3. Put Option
  4. Final Redemption Amount of each Note
  5. Early Redemption Amount
    1. Early Redemption Amount(s) payable on redemption for taxation reasons or on event of default:

0.30 per cent. per annum Aether Financial Services

Société Générale

As per Conditions

Applicable

25 per cent.

EUR 100,000 per Specified Denomination

As per Conditions

Not Applicable

Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount

EUR 100,000 per Specified Denomination

(ii)

Redemption

for

taxation

Yes

reasons permitted on days other

than Interest Payment Dates:

(iii)

Unmatured Coupons to become

Not Applicable

void upon early redemption:

4

5
The Notes and any non-contractualobligations arising out of or in connection with the Notes will be governed by, and shall be construed in accordance with, French law

GENERAL PROVISIONS APPLICABLE TO THE NOTES

21

Form of Notes:

Dematerialised Notes

Bearer form (au porteur)

22

Financial Centre(s):

Not Applicable

23

Talons for future Coupons or Receipts

Not Applicable

to be attached to Definitive Notes (and

dates on which such Talons mature):

24

Details relating to Instalment Notes:

Not Applicable

25

Masse (Condition 10 of the Terms

Condition 10 applies.

and Conditions of the French Law

Notes):

(i)

Representative:

Aether Financial Services

36 rue de Monceau

75008 Paris

France

(ii)

Remuneration of

EUR 400 per annum

Representative:

26

Governing law:

27

Exclusion of the possibility to request

Applicable

identification

information of

the

Noteholders

as

provided

by

Condition 1(a)(i) of the French Law

Notes:

Signed on behalf of UNIBAIL-RODAMCO-WESTFIELD SE as Issuer:

By: ............................................

Duly authorised

Signed for acknowledgment on behalf of UNIBAIL-RODAMCO WESTFIELD N.V. as Guarantor:

……………………………...

………………………………

Name: Dominic Lowe

Name: Gerard L.W. Sieben

Title: MB Member / Chief Operating Officer US

Title: MB Member / CFO

6

Signed on behalf of URW AMERICA INC. as Guarantor: Signed on behalf of WEA FINANCE LLC as Guarantor:

By: ............................................

Name: Aline Taireh

Title: Secretary

Duly authorised

By:

Westfield America Limited Partnership,

a Delaware limited partnership,

its managing member

By:

Westfield U.S. Holdings, LLC,

a Delaware limited liability company,

its managing general partner

Signed on behalf of WCL FINANCE PTY LIMITED as Guarantor by its attorney under power of attorney. By executing these Final Terms the attorney below certifies that it has not received notification of the revocation of such power of attorney:

By: ________________________

Name: Aline Taireh

Title: Executive Vice President / General Counsel / Secretary

Westfield America Management Pty Limited as trustee of WFD TRUST as Guarantor, by its attorney under power of attorney. By executing these Final Terms, the attorney below certified that it has not received notification of the revocation of such power of attorney.

By:

By:

Attorney

Attorney

Name: Fabrice Mouchel

Name: Fabrice Mouchel

Title: Attorney

Title: Attorney

Attest:

Attest:

Witness

Witness

________________________________

________________________________

Print Name

Print Name

7

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Unibail-Rodamco-Westfield SE published this content on 09 December 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 December 2023 09:25:25 UTC.