UNIBAIL MAKES A RECOMMENDED EXCHANGE OFFER FOR ALL OUTSTANDING SHARES OF RODAMCO EUROPE. Paris, France and Rotterdam, the Netherlands 21 May 2007

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1 UNIBAIL MAKES A RECOMMENDED EXCHANGE OFFER FOR ALL OUTSTANDING SHARES OF RODAMCO EUROPE Paris, France and Rotterdam, the Netherlands 21 May 2007 Following the announcement made on 10 April 2007 regarding the contemplated creation of the leading pan-european real estate company, Unibail Holding S.A. ("Unibail") and Rodamco Europe N.V. ("Rodamco") jointly announce today that Unibail is making a recommended public exchange offer (the "Exchange Offer") for all of the issued and outstanding Rodamco shares with a nominal value of eight euros (EUR 8) (the "Rodamco Shares"). The Exchange Ratio (as defined below) is of a Unibail share with a nominal value of five euros (EUR 5) (a "Unibail Share") to be exchanged for each Rodamco Share (the "Share Offer"). This is based on the Initial Exchange Ratio (as defined below) announced on 10 April 2007 of Unibail Shares for each Rodamco Share, which has been adjusted to reflect the financial impact of the Unibail 2006 Interim Dividend and the Rodamco 2006 Final Dividend (as defined below). Rodamco shareholders are entitled to elect to receive of a Unibail bond redeemable for Unibail Shares (a "Unibail ORA") to be exchanged for each Rodamco Share under the ORA Consideration (the "ORA Consideration"), subject to the ORA Consideration not being more than 20% of the Consideration (as defined below) offered in exchange for all Rodamco Shares. The Exchange Ratio (as defined below) of of a Unibail Share to be exchanged for each Rodamco Share represents a 15.4% premium based on Unibail's and Rodamco's unaffected closing share prices as of 5 April 2007, adjusted for the Unibail 2006 Interim Dividend and the Rodamco 2006 Final Dividend. Rodamco s largest shareholder PGGM, holding 24.42% of the Rodamco Shares at the date of the Offer Document, 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. The Acceptance Period will begin on 22 May 2007 and end on 20 June 2007 at 15:00 hours CEST. Unibail has convened an EGM (as defined below) today and Rodamco will convene an EGM on 6 June 2007 to discuss the Offer. Subject to the Offer being declared unconditional (gestanddoening), Unibail Shares and Unibail ORA will be listed both on Euronext Paris and Euronext Amsterdam and Unibail and Rodamco intend to delist the Rodamco Shares. 1

2 A detailed overview of the terms and conditions of the Exchange Offer are set out in the offer document dated 18 May 2007 approved by the Dutch Autoriteit Financiële Markten (the "Offer Document") and the prospectus which received the visa n of the French Autorité des marchés financiers (the "AMF") dated 18 May 2007 (the "Prospectus"). The Offer Document, its translation and the supplement for the French Rodamco shareholders describing details regarding the French acceptance, settlement and tax aspects of the Exchange Offer which is specifically relevant for French Rodamco shareholders ("French Supplement") have also received the visa n of the AMF dated 18 May 2007 (the Offer Document, the French Supplement and the Prospectus together: the "Offer Documentation"). The Exchange Offer Unibail is making the Exchange Offer for all the Rodamco Shares in the Netherlands, France, Belgium, Germany and the United Kingdom and otherwise as described in, and on the terms and subject to the conditions and restrictions contained in the Offer Documentation. The Offer Documentation will be available as of today, as further described below. If the Exchange Offer is declared unconditional, Unibail is offering of a Unibail Share (the "Share Exchange Ratio") as consideration (the "Consideration") for each Rodamco Share tendered into the Share Offer within the Acceptance Period (as defined below) and delivered, and, subject to the available maximum Unibail ORAs and applicable limitations of the ORA Offer described in the Offer Document, of a Unibail ORA (the "ORA Exchange Ratio", and together with the Share Exchange Ratio, the "Exchange Ratio") for each Rodamco Share tendered into the ORA Offer within the Acceptance Period and delivered. If the ORA Offer is oversubscribed by Rodamco shareholders, then the Unibail ORAs will be allocated on a pro rata basis. The remaining Rodamco Shares not exchanged for Unibail ORAs will be exchanged for Unibail Shares. The Initial Exchange Ratio for the Exchange Offer announced on 10 April 2007 was of a Unibail Share and, subject to the available maximum and limitations, of a Unibail ORA for each tendered Rodamco Share ("Initial Exchange Ratio"). The Initial Exchange Ratio has been adjusted to the Exchange Ratio of , in order to reflect the Unibail 2006 interim dividend of EUR 1.00 per Unibail Share paid to Unibail shareholders on 16 April 2007 ("Unibail 2006 Interim Dividend") and the Rodamco 2006 final dividend of EUR 2.34 per Rodamco Share paid to Rodamco shareholders on 8 May 2007 ("Rodamco 2006 Final Dividend"). The Exchange Ratio assumes that the Settlement Date (as defined below) will occur before the ex dividend date relating to the Unibail final dividend of EUR 2.00 per Unibail Share with respect to the fiscal year that ended on 31 December 2006, which should be paid by Unibail on 16 July 2007 ("Unibail 2006 Final Dividend"). In addition, it is assumed that prior to the Settlement Date no exceptional dividend or other distributions will be made to the Rodamco and/or Unibail shareholders and that no changes in the Rodamco or Unibail share capital affecting the value of the Consideration will be made. If one or more of these assumptions proves to be incorrect, the Exchange Ratio will be adjusted as set forth in the Offer Document to maintain the value of the Consideration. Characteristics of the New Shares and Unibail ORA The Unibail Shares to be issued pursuant to the Exchange Offer ("New Shares") will carry rights (jouissance) with effect from their date of issue, and will be entirely assimilated to the existing Unibail Shares with effect from that date. The Unibail 2006 Final Dividend will be attributed to the New Shares, assuming a settlement and delivery of the New Shares before the payment of the final dividend. 2

3 The Unibail ORA will carry rights (jouissance) with effect from their date of issue and will have a fifty year term from their date of issue. Each Unibail ORA will be redeemable for one Unibail Share, subject to the anti-dilution measures provided by the issue agreement (the "Reimbursement Ratio"). Upon the expiry of a 3-month period following the issue of the Unibail ORA, the Unibail ORA holders may at any time apply for their redemption in the form of Unibail Shares against the Reimbursement Ratio. Each Unibail ORA will bear an annual interest in respect of the respective fiscal year, equal to the dividend paid in respect of one Unibail Share relating to that fiscal year, however being no less than 1.5% of the nominal value of the Unibail ORA or more than 17.5% of the nominal value of the Unibail ORA. The Unibail ORA will bear a EUR 2.00 interest per Unibail ORA corresponding to the Unibail 2006 Final Dividend, assuming that settlement and delivery of the Unibail ORA issued within the Exchange Offer will occur before the payment date of the Unibail 2006 Final Dividend. Valuation of the Exchange Ratio Based on Unibail's closing share price as of 5 April 2007, adjusted for the Unibail 2006 Interim Dividend of EUR1.00, the Exchange Ratio of of a Unibail Share exchanged for each Rodamco Share values each Rodamco Share at EUR after payment of the Rodamco 2006 Final Dividend of EUR 2.34 per Rodamco Share paid on 8 May 2007, resulting in a total Consideration of EUR This total Consideration may be different on a different date. The Exchange Ratio of of a Unibail Share for each Rodamco Share 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; a 15.5% premium based on Unibail's and Rodamco's volume weighted average closing share prices over the month ending 5 April 2007, adjusted for Unibail 2006 Interim Dividend and Rodamco 2006 Final Dividend; a 8.5% premium based on Unibail's and Rodamco's volume weighted average closing share prices over the three months' period ending 5 April 2007, adjusted for Unibail 2006 Interim Dividend and Rodamco 2006 Final Dividend. The value of the Unibail Shares offered under the terms of the Exchange Offer in exchange for each Rodamco Share equals at the Settlement Date the nominal value of the Unibail ORA offered under the terms of the Exchange Offer for each Rodamco Share. New Organisation and Corporate Governance At the EGM Unibail to be held today, the Unibail shareholders will be asked, conditional upon settlement of the Exchange Offer, to vote on amendments of the Unibail articles of association in order to change the existing corporate governance structure, composed of a chief executive officer and a board of directors, into a dual board structure with a Management Board and a Supervisory Board and to appoint the members of the Supervisory Board. Supervisory Board Unibail-Rodamco The initial Supervisory Board members will comprise, subject to the approval of the EGM Unibail, Robert F.W. van Oordt (as chairman of the Supervisory Board), François Jaclot (as vice chairman of the Supervisory Board), Frans J.G.M. Cremers, Jacques Dermagne, Rob Ter Haar, Jean-Louis Laurens, Yves Lyon-Caen, Henri Moulard, Bart R. Okkens and Jos W.B. Westerburgen. 3

4 Messrs. Ter Haar, Lyon-Caen, Moulard, Okkens will be appointed for a 1 year term, Messrs. Van Oordt and Laurens for a 2 year term and Messrs. Jaclot, Cremers, Dermagne and Westerburgen for a 3 year term. The appointment of 2 additional members, who will not be French or Dutch citizens and who shall be qualified and independent according to the criteria set forth in the charter of the Supervisory Board, based on French and Dutch corporate governance best practices (as described in the "Bouton Report" and the "Tabaksblat Code", respectively), will be submitted to a future shareholders meeting. Management Board Unibail-Rodamco The initial Management Board members will comprise Guillaume Poitrinal (as chairman of the Management Board), Joost A. Bomhoff (as chief development officer), Michel Dessolain (as chief operating officer), K. Willem Ledeboer (as chief investment officer), Catherine Pourre (as chief resources officer) and Peter M. van Rossum (as chief financial officer). Recommendation of the Exchange Offer The Rodamco Supervisory Board and Management Board unanimously support the Exchange Offer with the exception of Mr. K. Terry Dornbush who has resigned from the Supervisory Board for personal reasons and abstained from voting. The Rodamco boards have recommended that the Rodamco shareholders accept the Share Offer. The recommendation does not cover the ORA Offer as the Rodamco Supervisory Board and the Management Board are unable to form a view on the tax and other benefits and risks related to the Unibail ORA's, which depend, inter alia, on the identity and preferences of each shareholder. PGGM and Rodamco board members undertakings to tender As previously announced, Rodamco's largest shareholder PGGM, holding 24.42% of the Rodamco Shares, and the chairman of the Rodamco Management Board and two other members of the Management Board, Maarten J. Hulshoff, Joost A. Bomhoff and K.Willem Ledeboer have undertaken to tender their Rodamco Shares to Unibail under the same terms and conditions of the Exchange Offer. In addition, Mr J.W.B. Westerburgen, member of the Rodamco Supervisory Board, has also undertaken to tender his Rodamco Shares under the same terms and conditions of the Exchange Offer. Extraordinary General Meetings of Rodamco and Unibail shareholders The Extraordinary General Meeting ("EGM") of Rodamco is expected to be held on 6 June The agenda for the EGM will include discussion of the Exchange Offer in accordance with article 9q of the Securities Market Supervision Decree 1995 (Besluit toezicht effectenverkeer 1995). The agenda and explanatory notes for the Rodamco EGM will be published today. Rodamco will convene a second EGM within one month following the Settlement Date. The agenda for the second Rodamco EGM will include the appointment of a new member of the Rodamco Management Board and appointment of three new members of the Rodamco Supervisory Board of whom two will be independent from Rodamco and Unibail. The agenda of the EGM of Unibail to be held today includes such resolutions necessary to authorise the capital increase of Unibail through the issuance of Unibail Shares, to authorise the issuance of the Unibail ORA and the amendment of Unibail s articles of association in order to change the existing governance structure described above. Reference is made to the Unibail website for a full agenda and explanatory notes of the EGM and proposed draft Unibail articles of association. 4

5 Acceptance Period The acceptance period ("Acceptance Period") begins on 22 May 2007 and ends, subject to extension in accordance with applicable laws and regulations, on 20 June 2007 at 15:00 hours CEST ("Acceptance Closing Date"). If one or more of the conditions to declaring the Exchange Offer unconditional set out in paragraph 4.2 of the Offer Document ("Offer Conditions") is not fulfilled, Unibail may in certain events, depending on the circumstances, with consent of Rodamco, extend the Acceptance Period until all such Offer Conditions have been fulfilled or waived. In case of an extension of the Acceptance Period, any Rodamco Shares previously tendered and not withdrawn will remain subject to the Exchange Offer, subject to the right of each Rodamco shareholder to withdraw the Rodamco Shares already tendered. Rodamco Shares tendered during an extension of the Acceptance Period may not be withdrawn. Acceptance by Rodamco shareholders Rodamco shareholders are requested to make their Acceptance known, through their bank or stockbroker, to the ABN AMRO Bank N.V. (the "Exchange and Listing Agent") by no later than 20 June 2007 at 15:00 hours CEST. The relevant admitted institutions at Euronext Amsterdam N.V. ("Admitted Institutions") may submit the Acceptances only to the Exchange and Listing Agent and only in writing. If the Exchange Offer is declared unconditional, Unibail will accept all Rodamco Shares that have been validly tendered (or Rodamco Shares that are defectively tendered provided that such defect has been waived by Unibail) in accordance with the restrictions, conditions and procedures set out in the Offer Document. Declaring the Exchange Offer unconditional; Offer Conditions The Exchange Offer is subject to the fulfilment of the Offer Conditions described in the Offer Document, including, but not limited to, the Offer Condition that at least 60% of the Rodamco Shares have been tendered under the Exchange Offer and that the relevant resolutions at the Unibail EGM have been adopted. Unibail reserves the right to waive certain Offer Conditions, provided that the waiver in certain circumstances of certain Offer Conditions shall be subject to prior written consent of Rodamco. As soon as possible after the Acceptance Closing Date (whether or not extended), but no later than the fifth Euronext Amsterdam trading day thereafter, Unibail will announce, in accordance with applicable laws and regulations, whether: (i) the Exchange Offer is declared unconditional (gestanddoening); (ii) there is still uncertainty as to the fulfilment of any of the Offer Conditions; or (iii) the Exchange Offer is terminated, as a result of the Offer Conditions not having been fulfilled or waived. Settlement In the event that Unibail declares the Offer unconditional, such number of Unibail Shares and Unibail ORA shall be issued and transferred to the Rodamco shareholders who have tendered and delivered their Rodamco Shares, promptly and not later than 3 Euronext Amsterdam trading days after the date the Exchange Offer is declared unconditional (the "Settlement Date"), and in case of unforeseen circumstances (e.g. force majeure) as soon such circumstances permit, in accordance with the terms and conditions of the Exchange Offer, as corresponds to the Exchange Ratio and, if applicable in case of the ORA Offer, the proration factor for the relevant tendered and delivered Rodamco Shares. As described in the Offer Document, no fractional Unibail Shares or Unibail ORA will be issued to persons who tender Rodamco Shares in the Exchange Offer. 5

6 Subsequent acceptance period In the event that Unibail declares the Offer unconditional, it will announce a subsequent acceptance period (na-aanmeldingsperiode). No Rodamco shareholder who tenders Rodamco Shares in the subsequent acceptance period shall have the right to withdraw those Rodamco Shares. If and to the extent that all the available Unibail ORAs have been allocated at Settlement, such Unibail ORAs shall no longer be available for Rodamco shareholders that tender Rodamco Shares during the subsequent acceptance period. In the event of oversubscription during the subsequent acceptance period, the Unibail ORAs available in the subsequent acceptance period will be allocated on a pro rata basis, with the remaining of Rodamco Shares in respect of which the election for the Unibail ORA has been made but for which no Unibail's ORA will be available being exchanged into Unibail Shares. Listing of Unibail shares and Unibail ORA Unibail Shares are listed on Eurolist by Euronext Paris. Unibail will apply to list the Unibail Shares and Unibail ORA to be issued in connection with the Exchange Offer on Eurolist by Euronext Paris and Euronext Amsterdam, subject to the Exchange Offer being declared unconditional. Subject to the Exchange Offer being declared unconditional, trading with respect to such Unibail Shares and Unibail ORAs on Euronext Paris and Euronext Amsterdam is expected to commence on or about the Settlement Date, unforeseen circumstances (e.g. force majeure) excepted. Delisting of Rodamco shares If the Exchange Offer will be declared unconditional, Unibail and Rodamco intend to delist the Rodamco Shares from the Frankfurt Stock Exchange, Euronext Paris, Euronext Brussels and Euronext Amsterdam in accordance with applicable stock exchange rules and regulations. Euronext Amsterdam as a policy rule does not permit delisting until 95% of the Rodamco Shares is held directly or indirectly by Unibail. Admitted institutions The relevant Admitted Institutions may tender the Rodamco Shares for acceptance only to ABN AMRO in Breda (attn. Issuing Institutions-Corporate Actions MF2020, Kemelstede ST Breda, the Netherlands, fax +31 (0) ). In submitting the Acceptances, each Admitted Institution is required to (a) indicate the number of Rodamco Shares tendered, (b) indicate the number of ORA elected and (c) declare that: (i) it has the tendered Rodamco Shares in its administration; (ii) each accepting Rodamco shareholder irrevocably represents and warrants that he has full power and authority to tender, sell and deliver, and has not entered into any other agreement to tender, sell or deliver the Rodamco Shares stated to have been tendered to any party other than Unibail, (iii) each accepting Rodamco shareholder irrevocably represents and warrants that he complies with the restrictions outlined in the Offer Documentation and those pursuant to securities and other applicable laws or regulations of the jurisdiction in which such Rodamco shareholder is located and no registration, approval or filing with any regulatory authority of such jurisdiction is required in connection with the tendering of such Rodamco Shares; and (iv) each accepting Rodamco shareholder undertakes to transfer these Rodamco Shares free and clear of any rights of pledge or usufruct, liens or attachments or similar charges to Unibail via ABN AMRO on the Settlement Date, provided the Exchange Offer has been declared unconditional. 6

7 Announcements Any announcement in relation to the Exchange Offer will be made, to the extent required by applicable laws and regulations, by means of a press release and an advertisement in the Daily Official List (Officiële Prijscourant), at least one Dutch national newspaper (Het Financieele Dagblad and/or NRC Handelsblad), one French national newspaper (La Tribune), two Belgian newspapers (L'Echo and De Tijd) and one German national newspaper (Frankfurter Allgemeine Zeitung). Offer Document and Prospectus Rodamco shareholders are advised to study the Offer Document carefully and to seek independent advice where appropriate in order to reach a balanced judgement with respect to the Exchange Offer and the contents of the Offer Document. The information in this announcement is not complete and additional information is contained in the Offer Document. French Rodamco shareholders are also advised to study the French Supplement. With respect to the issuance of the Unibail Shares and Unibail ORA which are offered in exchange for the Rodamco Shares in accordance with the terms and conditions of the Exchange Offer, reference is made to the Prospectus. Rodamco shareholders are advised to study the Prospectus carefully and to seek independent advice where appropriate in order to reach a balanced judgement of the issuance of the Unibail Shares and Unibail ORA and the contents of the Prospectus. The information in this announcement is not complete and additional information is contained in the Prospectus. Copies of the Offer Document and copies of the Prospectus are available free of charge at the offices of Unibail, Rodamco and ABN AMRO and can be obtained by contacting Unibail, Rodamco or ABN AMRO at the addresses below. Copies of the French Supplement are available free of charge at the offices of Unibail and can be obtained by contacting Unibail at the address below. Unibail Holding S.A. Address: 5 Boulevard Malesherbes, F Paris Cedex 08, France Telephone: Fax: Rodamco Europe N.V. Address: Hofplein 20, 3032 AC Rotterdam, the Netherlands Telephone: +31 (0) Fax: +31 (0) investors@rodamco.com ABN AMRO Bank N.V. Address (NL): Kemelstede 2, 4817 ST Breda, the Netherlands Address (FR): 40 rue de Courcelles, Paris, France Telephone: +31 (0) or (toll free) Fax: +31 (0) So.Servicedesk.C&CC@nl.abnamro.com For copies of the Offer Document, including the French Supplement, and the Prospectus, reference is also made to the website of Unibail ( as well as to the website of 7

8 the Autorité des marchés financiers ( For copies of the Offer Document reference is also made to the website of Rodamco ( Restrictions 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, Unibail and Rodamco disclaim 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 Unibail, nor Rodamco nor any of their 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 the Offer Documentation and any 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. Envisaged timetable 21 May 2007 Launch of the Exchange Offer and advertisement announcing (i) the availability of the Offer Document, the French Supplement and the Prospectus per 21 May 2007 and (ii) the commencement of the Acceptance Period per 22 May May 2007 EGM Unibail 8

9 22 May 2007 First day of the Acceptance Period 6 June 2007 EGM Rodamco 20 June 2007, hours CEST Last day of the Acceptance Period (subject to extension) 21 June 2007 (subject to extension of the Acceptance Period) 22 June 2007 (subject to extension of the Acceptance Period) 22 June 2007, 9.00 hours CEST (subject to extension of the Acceptance Period) 25 June 2007 (subject to extension of the Acceptance Period) 10 July 2007 (subject to extension of the Acceptance Period) Unconditional date: announcement whether the Exchange Offer is declared unconditional (gestand wordt gedaan) First day of the subsequent acceptance period, assuming 21 June 2007 as the unconditional date, assuming 21 June 2007 as the unconditional date Expected date of listing and time of start of trading of the Unibail Shares and Unibail ORA on Euronext Paris and Euronext Amsterdam Settlement Date Last day of the subsequent acceptance period, assuming 21 June 2007 as the unconditional date and the subsequent acceptance period being 13 Euronext Amsterdam trading days This announcement is a public announcement as referred to in article 9b paragraph 1 of the Dutch Securities Trading Supervision Decree (Besluit toezicht effectenverkeer 1995) Contacts for further information Unibail Holding S.A. Brunswick Laurent Perpère Citigate Wouter van de Putte +31 (0) Rodamco Europe N.V. Hill & Knowlton Frans van der Grint Charlotte de la Rambelje +31 (0) Ogilvy 9

10 Anne N'Guyen + 33 (1) Unibail Investor Relations Fabrice Mouchel + 33 (1) Rodamco Europe Investor Relations Carina Hamaker + 31 (0)