RODAMCO and UNIBAIL to create the Leading Pan-European Commercial Property Company


Important Information


Documents included on this website do not constitute an offer to purchase or exchange or the solicitation of an offer to sell or exchange any Rodamco Europe shares or an offer to sell or exchange or the solicitation of an offer to buy or exchange any Unibail shares, nor shall there be any sale, purchase or exchange of such securities in any jurisdiction (including the United States of America, Japan, Australia and Canada) in which such offer or solicitation or sale, purchase or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The distribution of documents included on this website may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of these documents should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, Unibail disclaims any responsibility or liability for the violation of any such restrictions by any person.

The Unibail shares to be issued and delivered in settlement of the 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 to be issued and delivered in settlement of the 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 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.

The Offer will not be made, directly or indirectly, in or into the United Kingdom or to or for the account or benefit of any national, resident or citizen of the United Kingdom or any person located therein (“UK Persons”) and will not be capable of acceptance, directly or indirectly, by or for the account or benefit of any UK Person. No investment activity will be engaged in by Unibail with any UK Person. No actions have been taken to allow a public offering of the Unibail shares or ORAs referred to in this presentation under the applicable securities laws of the United Kingdom or to or for the account or benefit of any UK Person. The contents of documents included on this website have not been approved by an authorised person for the purposes of section 21 of the UK Financial Services and Markets Acts 2000 (“FSMA”).

In addition, unless otherwise decided by Unibail, Unibail does not intend to make the Offer, directly or indirectly, in or into Australia, Canada or Japan and in such circumstances the Offer will not be capable of acceptance in or from Australia, Canada or Japan or by residents of such countries. Accordingly, copies of documents included on this website are not being, and must not be, mailed or otherwise distributed or sent in or into Australia, Canada or Japan. Persons coming into possession of these documents, including custodians, nominees and trustees should observe these restrictions and should not send or distribute these documents in or into Australia, Canada or Japan.

The statements contained in any of the documents on this website are made as of the date of the relevant document, unless some other time or date is specifically identified, and there shall be no implication that there has been no change in the facts set forth in such statement since such time.

Forward-Looking Statements


Communications included on this website contain forward-looking information and statements about Unibail, Rodamco Europe and their combined businesses after completion of the proposed business combination. Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words “expect,” “anticipates,” “believes,” “intends,” “estimates” and similar expressions. Although Unibail’s management believes that the expectations reflected in such forward-looking statements are reasonable, investors and holders of Rodamco Europe securities are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Unibail, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified in the public filings with the AMF made by Unibail, including those listed under “Facteurs de risque” in its Documents de référence filed with the AMF. Except as required by applicable law, Unibail does not undertake any obligation to update any forward-looking information or statements.

Investors and Rodamco Europe security holders may obtain a free copy of the Document de reference filed by Unibail with the AMF on March 13, 2007 (under n° D. 07-0169) at www.amf-france.org or directly from Unibail on our web site at: www.Unibail.com.

Progression to subsequent pages of this website is deemed to constitute your acknowledgement and acceptance of the above paragraphs.