Extraordinary General Shareholder Meeting Rodamco Europe

The Management Board presented and explained the key elements of the intended combination to create the leading pan-European commercial property company.

The combined company will benefit from a strong growth potential primarily thanks to the know-how in development applied to an enlarged prime asset basis.

 

The new combination will be listed on Euronext Paris (primary listing) and Euronext Amsterdam.

 

The EGM was organized solely for information purposes, because approval of an EGM is not required. Shareholders of Rodamco are asked to tender their Rodamco shares for an exchange with Unibail shares having a nominal value of five euros (EUR 5) each ("Unibail Shares"), with an exchange ratio of 0.5223 of a Unibail Share to be exchanged for each Rodamco share (the "Exchange Offer"). This exchange ratio represents a 15.4% premium based on Unibail's and Rodamco's unaffected closing share prices as of 5 April 2007, adjusted for Unibail 2006 Interim Dividend and Rodamco 2006 Final Dividend.

 

The Management Board and Supervisory Board of Rodamco recommend the shareholders to accept the Exchange Offer.

 

Rodamco's largest shareholder PGGM, holding 24.42% of the Rodamco Shares at the date of the Offer Document (May 21, 2007), as well as members of the Rodamco Management Board and a member of the Supervisory Board who hold Rodamco shares, have undertaken to tender their Rodamco shares under the same terms and conditions of the Exchange Offer.

 

During the General Meeting of Unibail on 21 May, Unibail shareholders approved the resolution authorizing the board of directors to issue new Unibail Shares and bonds redeemable for shares ("Unibail ORA") in consideration for Rodamco shares tendered to the Exchange Offer by Unibail for all of Rodamco issued and outstanding shares .

 

The Acceptance Period that started on 22 May 2007 will end on 20 June 2007 at 15:00 hours CEST. The full envisaged time table is as follows:

 

 

For copies of the Offer Document reference is also made to the website of Rodamco (www.rodamco.com).

 

This announcement is a public announcement as referred to in section 9b, par. 1, of the Dutch Securities Trading Supervision Decree (Besluit toezicht effectenverkeer 1995).

 

 

 

Rodamco Europe N.V. Hill & Knowlton Frans van der Grint Charlotte de la Rambelje +31 (0) 20 404 47 07

Rodamco Europe Investor Relations Carina Hamaker + 31 (0) 10 217 6480

 

 

The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, Rodamco disclaims any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither Rodamco nor any of its advisers assumes any responsibility for any violation by any person of any of these restrictions. Any Rodamco shareholder who is in any doubt as to his position should consult an appropriate professional adviser without delay.

 

The distribution of this communication, the Offer Documentation and any other separate documentation regarding the Exchange Offer, the making of the Exchange Offer and the issuance and offering of Unibail Shares and Unibail ORA may, in some jurisdictions, be restricted by law. The Exchange Offer will not be made, directly or indirectly, in or into, the United States, Canada, Australia or Japan and the Exchange Offer will not be capable of acceptance from within the United States, Canada, Australia or Japan by use or means of the interstate or foreign commerce or of any facility of a securities exchange in these jurisdictions including, but without limitation, electronic mail, post, facsimile transmission, telex and telephone. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in or into or from the United States, Canada, Australia or Japan and persons receiving this announcement (including custodians, nominees and trustees) may not mail or otherwise distribute or send it in, into or from such jurisdictions.

 

The Unibail Shares and the Unibail ORA to be issued and delivered in settlement of the Exchange Offer have not been, and will not be, registered by Unibail under the United States Securities Act of 1933, as amended (the "Securities Act"), and, as a result, may not be offered for sale or exchange or sold or exchanged in the United States except pursuant to a registration statement or a valid exemption from the registration requirements of the Securities Act. Unibail does not intend to file a registration statement. The Unibail Shares and the Unibail ORA to be issued and delivered in settlement of the Exchange Offer will be offered and exchanged outside the United States of America in reliance on and in accordance with Regulation S under the Securities Act. The Exchange Offer will not be made, directly or indirectly, in or into the United States of America or to any person in the United States of America and may not be accepted in or from the United States of America by use or means of the interstate or foreign commerce or of any facility of a securities exchange in the United States of America including, but without limitation, electronic mail, post, facsimile transmission, telex and telephone.