RNA shareholders overwhelmingly support sale of the Company

At todayÂ's Extraordinary General Meeting (Â'EGMÂ') of Rodamco North America NV (Â'RNAÂ' or Â'the CompanyÂ'), shareholders overwhelmingly endorsed the proposal to sell RNAÂ's assets to Westfield America Trust, Simon Property Group and The Rouse Company and, subsequently, to liquidate the Company.

The proposed transaction is tantamount to an offer of EUR 54.11 per share, before dividend withholding tax. This represents a 26.3% premium to RNAÂ's closing share price prior to the announcement in August 2001 by Westfield Holdings of its acquisition of a 23.9% stake in the Company. Furthermore, the price also exceeds the highest trading price RNA stock has ever achieved.

Shareholders voted and approved three resolutions:

· The first resolution was to approve the sale of the assets and the subsequent liquidation of the Company. Out of a total of 25,623,686 shares voted, 22,240,887 (87%) were in favour of the resolution, 3,304,906 were against and 77,893 abstained. Excluding Westfield, 77% of shares represented at the meeting were voted in favour of the transaction.

· The second resolution was the determination of compensation of the Supervisory directors. Out of a total of 25,124,389 shares voted, 18,029,743 (72%) were in favour of the resolution, 7,016,817 were against and 77,829 abstained.

· The third resolution was the appointment of liquidators and custodians. Out of a total of 25,092,927 shares voted, 22,238,268 (89%) were in favour of the resolution, 2,775,367 were against and 79,292 abstained.

Mr Gerald Egan, Chairman of RNAÂ's Management Board said: 'This was an opportunity for all shareholders to exit RNA at an attractive premium. I am delighted that shareholders approved our proposals with such overwhelming support.'

(source: Rodamco North America)

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