Unibail Rodamco Westfield : Management Board Charter

MANAGEMENT BOARD CHARTER

of UNIBAIL-RODAMCO-WESTFIELD SE

This charter (the "Charter") was originally adopted by the Management Board (the "MB") of UNIBAIL-RODAMCO-WESTFIELDSE (the "Company") and approved by the Supervisory Board (the "SB") on June 26, 2007 and was last modified on January 7, 2020.

Article 1 - Status and scope of the Charter

1. This Charter is issued pursuant to article 12 of the Company's articles of association and is complementary to the rules and regulations applicable to the MB under French law and the Company's articles of association. In case of discrepancy between this Charter and the articles of association, the articles of association shall prevail.
2. MB resolutions requiring the prior approval of the SB are listed in Article 11, paragraph 5 of the Company's articles of association, as completed by the SB charter .
3. The MB unanimously declared that:

1. it will comply with, and be bound by the obligations arising from, this Charter to the extent it applies to it and its members;
2. on appointment of new MB members it will cause such members to issue a declaration as referred to in a) above.

1. The MB shall evaluate this Charter annually to identify any specific aspects in respect of which amendments to this Charter and/or further regulations are required.
2. This Charter is published on the Company's website.

Article 2 - Composition and responsibilities of the MB

1. The MB consists of a maximum of 7 members.
2. The MB members shall be collectively responsible for the Company's management and general affairs and the business connected with it.
3. The MB members shall divide their tasks amongst themselves, upon recommendation by the Chairman of the MB and subject to the SB's prior approval. In the absence of an MB member, his/her duties and powers shall be carried out by another MB member(s) to be designated by the MB upon recommendation by the Chairman of MB and after consultation with the SB. In case of long-term absence the SB shall be notified of that designation.

The responsibilities and functions of the members of the MB other than the CEO as stated in 2.5 and

3.2 are as follows:

1. One member of the MB will act as Chief Financial Officer (CFO). He will be responsible for tax matters, generating profits through the optimization of the cost of capital, and investor relations. As such, he will be in charge of the overall financial function within the Group (financial control, consolidation, (re)financing, tax, the budget and 5-year plan, coordination

of asset valuations and investor relations).

1. 1. One member of the Management Board will act as Chief Resources Officer (CRO) and will be in charge of Human resources, Information Technology and Organisation functions, as well as corporate sustainability. The member will also be in charge of risk and crisis management, compliance and security.
   2. One member of the Management Board will act as Chief Investment Officer (CIO) and will be responsible for the investment/divestment process and defining the co-ownership and co- investment strategy; and coordinating corporate development (mergers and acquisitions, strategic alliances and joint venture developments). The CIO will be responsible for challenging the business strategy, in particular: asset and development strategy, major restructurings, extensions or refurbishments. The CIO will also lead the Offices business at European level
2. In carrying out its duties, the MB shall be guided by the interests of the Company and its business. The MB shall take into account the relevant interests of all those involved in the Company. The MB is responsible for the quality of its own performance. He/she shall act with independence, loyalty and professionalism.
3. The responsibilities of the MB shall include:

1. the achievement of the Company's objectives;
2. determining the strategy and policies designed to achieve the Company's objectives;
3. the general state of affairs in and the results of the Company;
4. assessing of and managing the risks connected to the business activities;
5. ensuring that effective internal risk management and control systems are in place and reporting on this in the universal registration document;
6. maintaining and preparing the financial reporting process;
7. preparing the annual accounts and drawing up the annual budget and important capital investments of the Company;
8. providing the SB with information in accordance with article 12 of the Company's articles of association and French law;
9. compliance with legislation and regulations;
10. publishing the corporate governance structure of the Company and any other information required under French law, through the universal registration document, the Company's website and otherwise.

1. The acceptance of remunerated work with or for third parties outside the Group shall be subject of the prior written consent of the SB.
2. To the extent permitted by French law, the Company takes out a D&O policy covering liability for the benefit of members of the MB.

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Article 3

Chairman of the MB

1. The SB shall appoint a Chairman (the "CEO") from the members of the MB.
2. In addition to the coordination of the MB's policy, the CEO shall be responsible for:

1. representing the Company vis-à-vis third parties, including relations with major shareholders;
2. coordinating the strategy of the Company;
3. ensuring that the MB functions in an effective manner, in particular by;
4. 1. ensuring that there is ample time for consultation, consideration and the (other aspects of preparing) decision-taking in and minuting of the MB meetings and the supervision of the implementation of resolutions;

1. 1. ensuring the timely and adequate provision of information to the MB members as necessary for the proper performance of their duties;
   2. supporting the other MB members and mediating in any differences of opinion between them, where applicable;
   3. chairing MB meetings;
2. preparing decision-taking in MB meetings with the management boards of the Company's affiliates and meetings with the heads of the designated divisions and/or countries;
3. maintaining intensive and frequent contacts with the SB and in particular with its Chairman, and informing the other MB members in a timely and careful manner about the results of those contacts;
4. drawing up the draft annual accounts with the corresponding universal registration document, and the dispatch of these documents to the SB;
5. Identifying and monitoring key legal risks, determining and overseeing the deployment of the Group's legal philosophy, policies and procedures and managing litigation activity, and negotiating and overseeing the drafting of material contracts.
6. ensuring the timely and adequate provision of information to the SB and to the individual SB members as necessary for the proper performance of their duties;
7. ensuring the evaluation and assessment of the functioning of the MB and its members by the SB;
8. supervising the proper functioning of the external auditors of the Company and the submission of their reports to the SB; and
9. deciding on reports and complaints by the employees of the Company regarding (alleged) irregularities.

3.3 The CEO will act as Chief Operating Officer (COO). He will thus supervise the Regional Chief Operating Officers(excluding Managing Director Offices)who will lead locally the retail asset strategy, the net rental growth and also coordinate some Center of Excellence at European level (e.g Leasing, Shopping Center Management, etc.)

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Article 4

(Re) appointment, term and resignation

1. Pursuant to article 10 of the Company's articles of association, MB members shall be appointed by the SB, which also appoints the Chairman of the MB. Any member of the MB may be dismissed at any time either by 2/3rd of the members composing the SB or by the Shareholders' Meeting.
2. Any MB member shall be appointed for a maximum period of four years. They may be re- appointed for an indefinite number of terms.
3. Proposals for new appointments must seek a balanced representation of women and men by including at least one candidate of each gender among the candidates during the whole appointment process, in accordance with applicable law and regulations.

Article 5

Remuneration

1. Pursuant to article 11 of the articles of association of the Company the remuneration of the MB members shall be determined by the SB, upon the recommendation by the Governance, Nomination & Remuneration Committee, within the scope of the remuneration policy of the Company.
2. The main elements of the remuneration of the MB members shall be published in the universal registration document of the Company. These elements shall in any event include the amount of fixed income, the structure and amount of the variable remuneration component, long-term incentives, pension arrangements and performance criteria.
3. Rules providing for MB members' investments and transactions in the Company are included in the Company's Insider Trading Rules as published on the Company's website.

Article 6

MB meetings (agenda, teleconferencing, attendance, minutes) and resolutions

1. The MB shall hold at least one meeting per month and on an ad hoc basis as often as necessary. The meetings shall be held primarily at the registered office of the Company. In addition, meetings may be held by telephone or videoconference provided that all participants can hear each other simultaneously and debates are transmitted continuously and simultaneously, in conformity with French law.
2. The CEO chairs the session or, in his absence, the member of the MB designated to that effect by the CEO (or, in case of incapacity of the CEO, by the MB).
3. The meeting may be convened by the CEO in due course by any means in writing, including e-mail. Such notice shall contain the agenda of the meeting.
4. A minimum of 2 of the MB members may also convene the MB upon notification. In such as case, the notice, which shall include the proposed agenda and sufficient documentation, shall be sent at least 3 days prior to the meeting unless emergency. Other MB members may submit to the authors of the notification items to be discussed in the meeting. The items shall be timely submitted, in any case no later than 2 days prior to the relevant meeting and shall be supported by sufficient documentation, unless emergency.

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