The RESET plan is the only credible response to address URW’s challenges and protect the long-term interest of all shareholders

 NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE SUBJECT TO LEGAL RESTRICTIONSTHIS PRESS RELEASE IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF URW IN ANY JURISDICTIONParis, Amsterdam, October 19, 2020Press releaseThe RESET plan is the only credible response to address URW’s challenges and protect the long-term interest of all shareholdersURW’s Supervisory Board convened today and reiterated its unanimous support and commitment to the RESET plan presented on September 16, 2020, as the only credible response to secure its future over the long-term, in an environment where the retail world is facing unprecedented challenges with the COVID-19 crisis. To protect URW and its shareholders and preserve value, the Supervisory Board unanimously recommends all shareholders to vote in favour of the RESET plan and against the resolutions proposed by the activists.Colin Dyer, Chairman of the Supervisory Board, declared: “Given these difficult times, the RESET plan is crucial to de-risking and securing the future continued stability of the business and position for long-term value creation. The activists’ proposal involves high risk for the company and its shareholders. Their plan is based exclusively on large and uncertain disposals, with an undetermined time horizon and at uncertain prices. They do not take into account the immediate need to strengthen our balance sheet. We are fully aware of the efforts we are asking of our shareholders, but our RESET Plan is realistic and concrete. It offers an immediate solution to strengthen the Group’s balance sheet in a volatile and uncertain environment, while preserving the Group’s flexibility for the future.”

The activists’ plan exposes URW and its shareholders to significant riskThe Supervisory Board considers that the activists’ proposal fails to address URW’s immediate capital structure strengthening needs and exposes URW and its shareholders to significant risk.Betting the future of the Group mainly on a hypothetical disposal of the US business in 2-3 years, as the only alternative to the capital increase, is likely to put the company’s future at material risk. Moreover, exposing the Group to potential multiple notch rating downgrades and proposing to consume liquidity pending the sale of the US assets would risk leaving URW in negative territory and may force asset sales or a larger capital raise with less favorable terms in the future.

RESET is the right plan for URW shareholdersURW’s RESET plan results from an in-depth analysis of all options, and the associated risks, carried out by the entire Senior Management Team and Supervisory Board since April 2020. It is based on several simultaneous and complementary levers and offers an immediate solution to:Strengthen the Group’s capital structure, through a prudent and right-sized €3.5 Bn capital raise, part of a wider €9.0+ Bn deleveraging plan (including an acceleration of asset disposals of €4.0 Bn by the end of 2021, €1.0 Bn of savings by limiting cash dividends over two years, and the reduction of capital expenditure by €800 Mn). This capital raise is the only option which immediately reinforces the Group’s balance sheet and gives the opportunity to each shareholder to participate in the new phase of URW’s evolution.Secure the Group’s necessary access to credit markets with protection of a strong investment grade rating, ensuring maintenance of adequate liquidity buffer. Considering URW’s significant balance sheet, securing unquestioned access to credit markets and safeguarding the Group’s lenders’ confidence is critical for its shareholders.Positions URW’s strategy for the future, by maintaining a disciplined, pragmatic and nimble approach towards asset rotation, adapting the portfolio to a fast-changing international retail environment and leveraging the Group’s platform to grow revenue opportunities.In the US, URW has been working for the last few months on the review of all strategic options and will continue to do so. Betting on an improvement of the context and market conditions cannot be a credible alternative to the capital raise and to the broader RESET plan.In Europe, the Group’s asset disposal strategy is clear and already very ambitious. The management has demonstrated its ability to execute this strategy, at the right time and by maximizing shareholder value. Already €5.3 Bn of assets have been sold in two years, including most recently the SHiFT office building for €620 Mn, at a premium to the June 2020 book value. More disposals are underway.More information about URW’s detailed answer can be found here: reset.urw.comDisclaimersThis press release and the information contained herein do not constitute an offer to sell or purchase, or the solicitation of an offer to sell or purchase, securities of URW in any jurisdiction.
No communication or information relating to the contemplated capital raise may be distributed to the public in any jurisdiction (other than France and the Netherlands) in which registration or approval is required. No action has been (or will be) undertaken in any jurisdiction outside of France and the Netherlands where such steps would be required. The subscription for or purchase of securities of URW may be subject to legal or statutory restrictions in certain jurisdictions. URW assumes no responsibility for any violation of such restrictions by any person. The distribution of this press release in certain jurisdictions may be restricted by law.
This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). Any purchase of securities in the capital increase should be made solely on the basis of the information contained in the prospectus to be issued by URW in connection with the capital increase.
The capital increase will be open to the public in France and the Netherlands only, and in Australia for CDI holders. With respect to each member State of the European Economic Area, other than France and the Netherlands, and to the United Kingdom (the “Relevant States” and each, a “Relevant State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring a publication of a prospectus in any Relevant State. As a result, the securities of URW may only be offered in the Relevant States to persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation. For the purposes of this paragraph, “securities offered to the public” in a given Relevant State means any communication, in any form and by any means, of sufficient information about the terms and conditions of the offer and the securities so as to enable an investor to make a decision to buy or subscribe for the securities. The above selling restrictions are in addition to any other selling restrictions which may be applicable in the Relevant States.
This press release is addressed and directed only (i) to persons located outside the United Kingdom, (ii) to investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (iii) to high net worth companies, and other persons to whom it may lawfully be communicated, falling within by Article 49(2) (a) to (d) of the Order (the persons mentioned in paragraphs (i), (ii) and (iii) all deemed relevant persons (the “Relevant Persons”)). The capital raise will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such rights may be addressed and/or concluded only with Relevant Persons. All persons other than Relevant Persons must abstain from using or relying on this document and all information contained therein.
This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.
This press release does not constitute an offer or invitation to sell or purchase, or a solicitation of any offer to purchase or subscribe for, any securities of URW in the United States of America. The securities of URW may not be offered, subscribed or sold in the United States of America absent registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or an applicable exemption from, or in a transaction not subject to, the registration requirements thereof. The securities of URW have not been and will not be registered under the U.S. Securities Act, and URW does not intend to conduct a public offering of its securities in the United States of America.
The distribution of this press release in certain countries may be prohibited under applicable law.
This press release may not be published, transmitted or distributed, directly or indirectly, and does not constitute an offer of securities, in the United States (including in the territories and dependencies and in any State of the United States) or in Japan.For further information, please contact:Investor Relations
Samuel Warwood 
Maarten Otte 
+33 1 76 77 58 02 
Maarten.otte@urw.comMedia Relations 
Tiphaine Bannelier-Sudérie
+33 1 76 77 57 94
Tiphaine.bannelier-suderie@urw.com